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As filed with the Securities and Exchange Commission on July 22, 2020
333-239005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. 2 /X/
Post-Effective Amendment No. //
(Check appropriate box or boxes)
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
David Oestreicher
100 East Pratt Street, Baltimore, Maryland
21202
Name and Address of Agent for Service
Approximate Date of Proposed Public Offering: As soon as practicable after this registration statement becomes effective under the Securities Act of 1933
It is proposed that this filing will become effective on July 24, 2020 pursuant to Rule 488.
Calculation of Registration Fee under the Securities Act of 1933:
Title of Securities Being Registered: Shares of common stock (par value $0.01 per share) of the Registrant.
Amount Being Registered:
Proposed Maximum Offering Price per Unit:
Proposed Maximum Aggregate Offering Price:
Amount of Registration Fee:
The Registrant has registered an indefinite amount of securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended; accordingly, no filing fee is payable herewith in reliance upon Section 24(f).
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T. ROWE PRICE INSTITUTIONAL INTERNATIONAL CORE EQUITY FUND
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL GROWTH EQUITY FUND
July 21, 2020
Dear Shareholder:
We are writing to inform you about reorganizations that will affect your investment in T. Rowe Price Institutional International Core Equity Fund and T. Rowe Price Institutional International Growth Equity Fund (each, an “Institutional Fund” and together, the “Institutional Funds”). As provided in an Agreement and Plan of Reorganization (each, a “Plan” and together, the “Plans”), each Institutional Fund will be reorganized (each, a “Reorganization” and together, the “Reorganizations”) into a corresponding mutual fund advised by T. Rowe Price Associates, Inc. (“T. Rowe Price”), the same investment adviser to each Institutional Fund, as set out in the table below under the heading “Acquiring Funds” (each, an “Acquiring Fund,” together, the “Acquiring Funds,” and collectively with the Institutional Funds, the “Funds”).
Institutional Funds |
Acquiring Funds |
Expected
|
T. Rowe Price Institutional International Core Equity Fund |
T. Rowe Price Overseas Stock Fund |
September 21, 2020 |
T. Rowe Price Institutional International Growth Equity Fund |
T. Rowe Price International Stock Fund |
October 5, 2020 |
Each Reorganization will be consummated on or about the date indicated in the above table (each, a “Closing Date”). The Plans were approved by the Funds’ Boards of Directors (the “Boards”).
Under each Plan, shareholders of each Institutional Fund will become shareholders of the I Class of the corresponding Acquiring Fund (each, an “I Class” and together, the “I Classes”). The value of an account in an I Class will be the same as it was in the Institutional Fund on the Closing Date of a Reorganization. The accompanying combined information statement and prospectus contains detailed information on the transactions and comparisons of the Funds.
Each Institutional Fund and its corresponding Acquiring Fund have identical investment objectives and substantially similar investment programs. The primary difference between the Funds is that the Acquiring Funds are offered in multiple share classes, including an Investor Class, I Class, Advisor Class, Z Class and with respect to the International Stock Fund, an R Class, each of which is available to a variety of
investors and has a different investment minimum. Each Institutional Fund is generally only available to institutional investors and requires an initial investment of $1,000,000, which is the same as each Acquiring Fund I Class’s investment minimum.
As discussed in more detail in the accompanying combined information statement and prospectus, the net expense ratios of the Acquiring Funds’ I Classes were lower than their corresponding Institutional Funds as of the six-month period ended April 30, 2020 (including the effects of any expense limitation agreements that are currently in place).
Since each Acquiring Fund invests in a substantially similar portfolio as its corresponding Institutional Fund, and since each I Class has a lower net expense ratio than that of its corresponding Institutional Fund, it is not a financial benefit to a high account balance shareholder to choose an Institutional Fund over the I Class of an Acquiring Fund. Accordingly, the Boards and fund management believe that offering a single fund with each investment program to a wide variety of investors will allow all shareholders to take advantage of potential economies of scale and reduce inefficiencies that can result from offering two substantially similar funds. Shares of each Institutional Fund will automatically be canceled and redeemed for I Class shares of equal value on the applicable Closing Date.
The Reorganizations are not taxable events, but redeeming or exchanging your shares prior to the Closing Date may be a taxable event, depending on your individual tax situation. The cost basis and holding periods of the Institutional Funds shares will carry over to the I Class shares that you will receive in connection with the Reorganization.
NO SHAREHOLDER ACTION IS REQUIRED WITH RESPECT TO THE REORGANIZATIONS. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
If you have any questions regarding the enclosed combined information statement and prospectus, please call T. Rowe Price at 1-800-638-8790.
Sincerely,
Robert W. Sharps
Head of
Investments & Group Chief Investment Officer
July 21, 2020
COMBINED INFORMATION STATEMENT AND PROSPECTUS
Transfer of the Assets of each of the:
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL CORE EQUITY FUND
(a series of T. Rowe Price Global Funds, Inc.)
By and in Exchange for I Class Shares of the
T. ROWE PRICE OVERSEAS STOCK FUND
(a series of T. Rowe Price International Funds, Inc.)
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL GROWTH EQUITY FUND
(a series of T. Rowe Price Global Funds, Inc.)
By and in Exchange for I Class Shares of the
T. ROWE PRICE INTERNATIONAL STOCK FUND
(a series of T. Rowe Price International Funds, Inc.)
100 East Pratt Street
Baltimore, MD 21202
This Combined Information Statement and Prospectus (“Statement”) will be delivered to shareholders on or about July 21, 2020.
This Statement is being furnished to shareholders of the T. Rowe Price Institutional International Core Equity and T. Rowe Price Institutional International Growth Equity Funds, each a series of T. Rowe Price Global Funds, Inc. (formerly T. Rowe Price Institutional International Funds, Inc.) (each, an “Institutional Fund” and together, the “Institutional Funds”). As provided in an Agreement and Plan of Reorganization (each, a “Plan” and together, the “Plans”), each Institutional Fund will be reorganized (each, a “Reorganization” and together, the “Reorganizations”) into a corresponding mutual fund advised by T. Rowe Price Associates, Inc. (“T. Rowe Price”), the same investment adviser to each Institutional Fund, as set out in the table below under the heading “Acquiring Funds” (each, an “Acquiring Fund,” together, the “Acquiring Funds,” and collectively with the Institutional Funds, the “Funds”).
Institutional Funds |
Acquiring Funds |
Expected
|
T. Rowe Price Institutional International Core Equity Fund |
T. Rowe Price Overseas Stock Fund, a series of T. Rowe Price International Funds, Inc. |
September 21, 2020 |
T. Rowe Price Institutional International Growth Equity Fund |
T. Rowe Price International Stock Fund, a series of T. Rowe Price International Funds, Inc. |
October 5, 2020 |
Each Reorganization will be consummated on or about the date indicated in the above table (each, a “Closing Date”). Each Reorganization is a separate transaction and is not contingent upon the other Reorganization and one may be consummated without the other. Each Plan provides for the transfer of substantially all of the assets and liabilities of each Institutional Fund to its corresponding Acquiring Fund, in exchange for I Class shares of the applicable Acquiring Fund (each, an “I Class” and together the “I Classes”). Following the transfer, the I Class shares received in the exchange will be distributed to each Institutional Fund’s shareholders in complete liquidation of the Institutional Funds. Shareholders of the Institutional Funds will receive I Class shares of the applicable Acquiring Fund having an aggregate net asset value equal to the aggregate net asset value of their Institutional Fund shares on the business day immediately preceding the closing date of the Reorganization. All issued and outstanding shares of the Institutional Funds will then be simultaneously redeemed.
Shares of each Institutional Fund will automatically be canceled and redeemed for I Class shares of equal value on the closing dates indicated in the table above and you will become a shareholder in the applicable Acquiring Fund. The value of the share balance in your account will be the same as it was in your Institutional Fund(s) on the business day preceding the day of the Reorganization.
Each Institutional Fund and its corresponding Acquiring Fund have identical investment objectives and substantially similar investment programs.
In accordance with each Fund’s operative documents, and applicable Maryland state and U.S. federal law (including Rule 17a-8 under the Investment Company Act of 1940, as amended (the “1940 Act”)), each Reorganization may be effected without the approval of shareholders of any Fund.
NO SHAREHOLDER ACTION IS REQUIRED WITH RESPECT TO THE REORGANIZATIONS.
This Statement concisely sets forth the information you should know about the Acquiring Funds, their I Classes and the Plans. Please read this Statement and keep it for future reference. It is both an information statement for each of the Institutional Funds and a prospectus for the Acquiring Funds.
The following documents have been filed with the Securities and Exchange Commission (“SEC”) and are incorporated into this Statement by reference:
· The annual shareholder reports of the Institutional International Core Equity and Institutional International Growth Equity Funds, each dated October 31, 2019 (SEC File No. 033-29697)
· The annual shareholder reports of the Overseas Stock and International Stock Funds, each dated October 31, 2019 (SEC File No. 002-65539)
· The semiannual shareholder reports of the Institutional International Core Equity and Institutional International Growth Equity Funds, each dated April 30, 2020 (SEC File No. 033-29697)
· The semiannual shareholder reports of the Overseas Stock and International Stock Funds, each dated April 30, 2020 (SEC File No. 002-65539)
The prospectuses include the Funds’ investment objectives, risks, fees, expenses, and other information that you should read and consider carefully. Each Statement of Additional Information, which contains additional detailed information about the relevant Fund, is not a prospectus but should be read in conjunction with the prospectus.
Each shareholder report contains information about Fund investments, including a review of market conditions and the portfolio manager’s recent investment strategies and their impact on performance. Copies of prospectuses, annual and semiannual shareholder reports, Statements of Additional Information for the Acquiring and Institutional Funds and the SAI relating to these Reorganizations are all available at no cost by calling 1-800-225-5132; by writing to T. Rowe Price, Three Financial Center, 4515 Painters Mill Road, Owings Mills, Maryland 21117; or by visiting our website at troweprice.com. All of the above-referenced documents are also on file with the SEC and available through its website at http://www.sec.gov. Copies of this information
may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS COMBINED INFORMATION STATEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
Comparison of Investment Objectives, Policies, and Restrictions |
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No person has been authorized to give any information or to make any representations other than what is in this Statement or in the materials expressly incorporated herein by reference. Any such other information or representation should not be relied upon as having been authorized by the Institutional Funds or Acquiring Funds.
The information contained in this summary is qualified by reference to the more detailed information appearing elsewhere in this Statement, and in the Plans, which are included as Exhibit A to this Statement.
Why are the Reorganizations taking place?
At a meeting held on May 4, 2020, the Boards of Directors of the Funds (the “Boards”), including a majority of the independent directors, unanimously approved the Plans under which each Institutional Fund is to be reorganized into its corresponding Acquiring Fund.
What do the Plans provide for?
Each Plan provides for the transfer of substantially all the assets and liabilities of an Institutional Fund to its corresponding Acquiring Fund in exchange for I Class shares of the Acquiring Fund. Following the transfer, the I Class shares received in the exchange will be distributed to shareholders of the Institutional Fund in complete liquidation of each Institutional Fund. All issued and outstanding shares of the Institutional Funds will then be simultaneously redeemed. As a result of the transaction: (1) you will cease being a shareholder of the Institutional Fund(s); (2) instead you will become an owner of I Class shares of the Acquiring Fund(s); and (3) the value of your account in the Acquiring Fund(s) will equal the value of your account in the Institutional Fund(s) as of the close of the business day immediately preceding the closing date of the transaction.
Do I need to vote for the Reorganizations?
No. No vote of shareholders will be taken with respect to the Reorganizations. THE FUNDS ARE NOT ASKING FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND A PROXY TO THE FUNDS WITH RESPECT TO THE REORGANIZATIONS.
Each Reorganization is a separate transaction and is not contingent upon the other Reorganization and one may be consummated without the other.
Do I need to take any action in connection with the Reorganizations?
No. Your shares of an Institutional Fund will automatically be canceled and redeemed for I Class shares of the Acquiring Fund on the Closing Date of the applicable Reorganization.
Will I have to pay any sales charge, commission, redemption or other similar fee in connection with the applicable Reorganizations?
No, you will not have to pay any sales charge, commission, redemption or other similar fee in connection with the applicable Reorganizations. The I Class does not impose sales charges and does not make any administrative fee payments or 12b-1 fee payments to financial intermediaries. However, you may incur brokerage commissions
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and other charges when buying or selling I Class shares through a financial intermediary.
Who will pay for the Reorganizations?
The expenses incurred to execute the Reorganizations, including all direct and indirect expenses, will be paid by the Funds and their shareholders since each Reorganization is expected to benefit the Funds. The total estimated expenses associated with each Reorganization are as follows:
Funds |
Estimated Reorganization Expenses |
Estimated Transaction Costs* |
Institutional International Core Equity Fund |
$15,000 |
$13,000 |
Overseas Stock Fund |
27,000 |
12,000 |
Total |
42,000 |
25,000 |
* Includes estimated brokerage commissions and other transaction costs.
Funds |
Estimated Reorganization Expenses |
Estimated Transaction Costs* |
Institutional International Growth Equity Fund |
$25,000 |
$12,000 |
International Stock Fund |
41,000 |
29,000 |
Total |
66,000 |
41,000 |
* Includes estimated brokerage commissions and other transaction costs.
Will there be any tax consequences to the Institutional Funds or their shareholders?
The Reorganizations will each be structured to have no adverse tax consequences to the Institutional Funds or their shareholders. Each Reorganization is conditioned upon the receipt of an opinion of tax counsel to the Funds that, for federal income tax purposes:
· no gain or loss will be recognized by an Institutional Fund, an Acquiring Fund, or their shareholders as a result of a Reorganization;
· the holding period and adjusted basis of the I Class shares received by a shareholder will have the same holding period and adjusted basis of the shareholder’s shares of an Institutional Fund; and
· each Acquiring Fund will assume the holding period and adjusted basis of each asset (with certain exceptions) of its corresponding Institutional Fund that is transferred to the Acquiring Fund that the asset had immediately prior to the Reorganization.
The Institutional Funds may sell certain nontransferable international securities which will result in a net capital gain (or loss) and the Acquiring Funds may buy similar positions in the same securities prior to a Reorganization which will incur transaction expenses.
See “Information About the Reorganizations—Tax Considerations” for more information.
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What if I redeem my shares before the applicable Reorganization takes place?
If you choose to redeem your shares before the Reorganizations take place, then the redemption will be treated as a normal sale of shares and, generally, will be a taxable transaction.
What are the investment objectives and policies of the Acquiring Funds and the Institutional Funds?
Each Acquiring Fund and its corresponding Institutional Fund have identical investment objectives. The Funds, in substantive part, seek long-term growth of capital through investments in the common stocks of non-U.S. companies.
Each Acquiring Fund and its corresponding Institutional Fund have substantially similar investment programs. The Institutional International Core Equity Fund and its Acquiring Fund, the Overseas Stock Fund, expect to invest significantly outside the U.S. and to diversify broadly among developed markets and, to a lesser extent, emerging market countries throughout the world. Both Funds normally invests at least 80% of its net assets (including any borrowings for investment purposes) in non-U.S. stocks and at least 65% of its net assets in stocks of large-cap companies. Both Funds take a core approach to investing, which provides some exposure to both growth and value styles of investing. However, the Institutional International Core Equity Fund may at times invest significantly in certain sectors, such as the financials sector.
The Institutional International Growth Equity Fund and its Acquiring Fund, the International Stock Fund, expect to primarily invest in stocks outside the U.S. and to diversify broadly among developed and emerging countries throughout the world. Normally, at least 80% of each Fund’s net assets (including any borrowings for investment purposes) will be invested in stocks. The Acquiring Fund normally invests in at least five countries and may purchase the stocks of companies of any size, but its focus will typically be on large companies. The Institutional Fund may invest in any number of countries and purchase the stocks of companies of any size, but its focus will typically be on large companies and, to a lesser extent, medium-sized companies. Security selection for both Funds reflect a growth style.
The Funds have identical fundamental investment restrictions and policies and operating policies which are described below and in more detail in the Statement of Additional Information.
Each post-Reorganization Fund (each, a “Combined Fund”) will continue to follow the current investment program that is shared by each Institutional Fund and its corresponding Acquiring Fund.
See “Comparison of Investment Objectives, Policies, and Restrictions.”
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What are the Funds’ management arrangements?
All of the Funds are advised and managed by T. Rowe Price Associates, Inc. (“T. Rowe Price”), an SEC-registered investment adviser that, among others, sponsors and serves as adviser and subadviser to registered investment companies.
With respect to the Institutional International Growth Equity and International Stock Funds, T. Rowe Price has entered into subadvisory agreements with T. Rowe Price International Ltd (“T. Rowe Price International”) under which T. Rowe Price International is authorized to trade securities and make discretionary investment decisions on behalf of the Funds. T. Rowe Price International is registered with the SEC as an investment adviser and is authorized or licensed by the United Kingdom Financial Conduct Authority and other global regulators. T. Rowe Price International sponsors and serves as adviser to foreign collective investment schemes and provides investment management services to registered investment companies and other institutional investors. T. Rowe Price International is headquartered in London and has several branch offices around the world. T. Rowe Price International is a direct subsidiary of T. Rowe Price and its address is 60 Queen Victoria Street, London EC4N 4TZ, United Kingdom.
Oversight of the portfolio and specific decisions regarding the purchase and sale of fund investments are made by each Fund’s portfolio manager(s). Each Fund’s investment adviser and subadviser (if applicable) have established an Investment Advisory Committee with respect to each Fund, whose chairman (or cochairmen) have day-to-day responsibility for managing the portfolio and work with the committee in developing and executing each Fund’s investment program.
Both the Institutional International Core Equity and Overseas Stock Funds are managed by Raymond A. Mills, Ph.D., who serves as Chairman to each Fund’s investment advisory committee. Mr. Mills has been chairman of the committee of the Institutional International Core Equity Fund since the fund’s inception in 2010 and of the Overseas Stock Fund since the fund’s inception in 2006. He joined the firm in 1997 and his investment experience dates from that time. He has served as a portfolio manager with the firm throughout the past five years.
Both the Institutional International Growth Equity and International Stock Funds are managed by Richard N. Clattenburg, who serves as Chairman to each Fund’s investment advisory committee. Mr. Clattenburg has been chairman of the committee of both funds since 2015. He joined the firm in 2005 and his investment experience dates from 2003. He has served as a portfolio manager with the firm throughout the past five years.
Each Fund’s Statement of Additional Information provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of the Funds’ shares.
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Will the Reorganizations result in higher fund expenses?
None of the Reorganizations are expected to result in higher net expenses. Both the gross and net annual fund operating expense ratios for the Acquiring Funds are expected to be lower than that of the corresponding Institutional Funds. As of the six-month period ended April 30, 2020, the annualized gross and net expense ratios for each Acquiring Fund was lower than that of the corresponding Institutional Fund.
Institutional International Core Equity Fund |
Overseas Stock Fund |
|
Gross expense ratio |
1.38% |
0.66% |
Net expense ratio* |
0.75% |
0.66% |
*Includes the effects of any contractual expense limitation currently in place.
Institutional International Growth Equity Fund |
International Stock Fund |
|
Gross expense ratio |
1.23% |
0.66% |
Net expense ratio* |
0.75% |
0.66% |
*Includes the effects of any contractual expense limitation currently in place.
The Institutional International Core Equity Fund pays a management fee of 0.65% and the Institutional International Growth Equity Fund pays a management fee of 0.70% to T. Rowe Price based on the fund’s average daily net assets.
Each Acquiring Fund pays T. Rowe Price a management fee that consists of two components—an “individual fund fee,” which reflects the fund’s particular characteristics, and a “group fee.” The group fee, which is designed to reflect the benefits of the shared resources of T. Rowe Price, is calculated daily based on the combined net assets of all T. Rowe Price mutual funds (except the funds-of-funds, T. Rowe Price Reserve Funds, Multi-Sector Account Portfolios, and any index or private-label mutual funds). The group fee schedule is graduated, declining as the combined assets of the T. Rowe Price Funds rise, so shareholders benefit from the overall growth in mutual fund assets. On April 30, 2020, the annual group fee rate was 0.29%. The individual fund fee, also applied to the fund’s average daily net assets, is 0.35%. Based on the group fee rate and individual fund fee rate, each Acquiring Fund’s overall management fee as of April 30, 2020 was 0.64%.
In addition to the management fee, each Institutional Fund pays its operating expenses, and the I Class of each Acquiring Fund pays its pro-rata portion of fund operating expenses and class-specific operating expenses. The net annual operating expense ratio takes into account the effect of any expense limitation agreement in place for the Fund. With respect to each Institutional Fund, T. Rowe Price has agreed (through February 28, 2021 for the Institutional International Core Equity Fund and February 28, 2022 for the Institutional International Growth Equity Fund) to waive its fees and/or bear any expenses (excluding interest; expenses related to borrowings, taxes, and brokerage; nonrecurring, extraordinary expenses; and acquired fund fees and expenses) that would cause the Fund’s ratio of expenses to average daily net assets to exceed 0.75%.
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The I Class of each Acquiring Fund also has an expense limitation agreement in place, although it is currently operating below its expense limitation. With respect to the I Class, T. Rowe Price has contractually agreed (through February 28, 2022) to pay the operating expenses of the fund’s I Class excluding management fees; interest; expenses related to borrowings, taxes, and brokerage; nonrecurring, extraordinary expenses; and acquired fund fees and expenses (“I Class Operating Expenses”), to the extent the I Class Operating Expenses exceed 0.05% of the class’ average daily net assets. The agreement may only be terminated at any time after February 28, 2022 with approval by the fund’s Board of Directors. Any expenses paid under this agreement (and a previous limitation of 0.05%) are subject to reimbursement to T. Rowe Price by the fund whenever the fund’s I Class Operating Expenses are below 0.05%. However, no reimbursement will be made more than three years from the date such amounts were initially waived or reimbursed. The fund may only make repayments to T. Rowe Price if such repayment does not cause the I Class Operating Expenses (after the repayment is taken into account) to exceed the lesser of: (1) the limitation on I Class Operating Expenses in place at the time such amounts were waived; or (2) the current expense limitation on I Class Operating Expenses.
As of April 30, 2020, the I Class’ operating expenses for each Acquiring Fund was 0.02%, which is below the operating expense limitation of 0.05%.
Because the management fee of the Acquiring Fund could increase if the group fee component increased due to a significant decrease in the combined net assets of all T. Rowe Price mutual funds, effective September 1, 2020, T. Rowe Price will permanently limit the Acquiring Fund’s overall management fee to the same rate of the Institutional Fund’s current management fee (0.65% for the Overseas Stock Fund and 0.70% for the International Stock Fund of the fund’s average daily net assets). These arrangements may only be terminated with approval by the Acquiring Fund’s shareholders. Fees waived under this agreement will not be subject to reimbursement to T. Rowe Price by the fund. In addition, effective September 1, 2020, T. Rowe Price will waive its fees and/or bear any expenses (excluding interest; expenses related to borrowings, taxes, and brokerage; nonrecurring, extraordinary expenses; and acquired fund fees and expenses) that would cause the I Class’s ratio of expenses to average daily net assets to exceed 0.75% of the I Class’ daily net assets (through February 28, 2021 for the Overseas Stock Fund and through February 28, 2022 for the International Stock Fund), the current expense limit for the Institutional Funds.
After taking into account the effect of each Institutional Fund’s contractual expense limitation, each Acquiring Fund’s I Class’ net annual operating expense ratio is expected to be 0.09% lower than the corresponding Institutional Fund’s net annual operating expense ratio after the Reorganization (0.66% compared to 0.75%, respectively).
Fees and Expenses
The following table further describes the fees and expenses that you may pay if you buy and hold shares of the Funds. The fees and expenses of the Funds set forth below are
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annualized based on the fees and expenses for the six-month period ended April 30, 2020 and the pro forma fees and expenses reflect the expected fees and expenses of the Combined Fund as of April 30, 2020, assuming the Reorganizations takes place as proposed.
Fees and Expenses of the Institutional International Core Equity and Overseas Stock Funds
a T. Rowe Price Associates, Inc., has contractually agreed (through February 28, 2021) to waive its fees and/or bear any expenses (excluding interest; expenses related to borrowings, taxes, and brokerage; nonrecurring, extraordinary expenses; and acquired fund fees and expenses) that would cause the ratio of expenses to exceed 0.75% of the class' average daily net assets. The agreement may only be terminated at any time after February 28, 2021, with approval by the fund’s Board of Directors. Fees waived and expenses paid under this agreement (and a previous limitation of 0.75%) are subject to reimbursement to T. Rowe Price Associates, Inc., by the fund whenever the expense ratio is below 0.75%. However, no reimbursement will be made more than three years from the date such amounts were initially waived or reimbursed. The fund may only make repayments to T. Rowe Price Associates, Inc., if such repayment does not cause the expense ratio (after the repayment is taken into account) to exceed the lesser of: (1) the expense limitation in place at the time such amounts were waived; or (2) the current expense limitation.
b Effective September 1, 2020, with respect to the I Class, T. Rowe Price has also agreed (through February 28, 2021) to waive its fees and/or bear any expenses (excluding interest; expenses related to borrowings, taxes, and brokerage; nonrecurring, extraordinary expenses; and acquired fund fees and expenses) that would cause the I Class’ ratio of expenses to average daily net assets to exceed 0.75%. The agreement may be terminated at any time beyond February 28, 2021, with approval by the fund’s Board of Directors. Fees waived and expenses paid under this agreement (or a separate agreement limiting I Class Operating Expenses to 0.05%) are subject to reimbursement to T. Rowe Price by the fund whenever the I Class’ expense ratio is below 0.75%. However, no reimbursement will be made more than three years from the date such amounts were initially waived or reimbursed. The fund may only make repayments to T. Rowe Price Associates, Inc., if such repayment does not cause the class’ expense ratio (after the repayment is taken into account) to exceed the lesser of: (1) any expense limitation in place at the time such amounts were waived; or (2) any current expense limitation related to the I Class.
Example This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in each Fund for the time periods indicated and then redeem all of your
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shares at the end of those periods, that your investment has a 5% return each year, and that each Fund’s operating expenses remain the same. The example also assumes that an expense limitation arrangement currently in place is not renewed; therefore, the figures have been adjusted to reflect fee waivers or expense reimbursements only in the periods for which the expense limitation arrangement is expected to continue. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Fund |
1 year |
3 years |
5 years |
10 years |
Institutional International Core Equity Fund |
$77 |
$375 |
$695 |
$1,603 |
Overseas Stock Fund—I Class |
67 |
211 |
368 |
822 |
Pro Forma Combined |
67 |
211 |
368 |
822 |
Fees and Expenses of the Institutional International Growth Equity and International Stock Funds
a T. Rowe Price Associates, Inc., has contractually agreed (through February 28, 2022) to waive its fees and/or bear any expenses (excluding interest; expenses related to borrowings, taxes, and brokerage; nonrecurring, extraordinary expenses; and acquired fund fees and expenses) that would cause the fund’s ratio of expenses to exceed 0.75% of the fund’s average daily net assets. The agreement may only be terminated at any time after February 28, 2022, with approval by the fund’s Board of Directors. Fees waived and expenses paid under this agreement (and a previous limitation of 0.75%) are subject to reimbursement to T. Rowe Price Associates, Inc., by the fund whenever the fund’s expense ratio is below 0.75%. However, no reimbursement will be made more than three years from the date such amounts were initially waived or reimbursed. The fund may only make repayments to T. Rowe Price Associates, Inc., if such repayment does not cause the fund’s expense ratio (after the repayment is taken into account) to exceed the lesser of: (1) the expense limitation in place at the time such amounts were waived; or (2) the fund’s current expense limitation.
b Effective September 1, 2020, with respect to the I Class, T. Rowe Price has also agreed (through February 28, 2022) to waive its fees and/or bear any expenses (excluding interest; expenses related to borrowings, taxes, and brokerage; nonrecurring, extraordinary expenses; and acquired fund fees and expenses) that would cause the I Class’ ratio of expenses to average daily net assets to exceed 0.75%. The agreement may be terminated at any time beyond February 28, 2022, with approval by the fund’s Board of Directors. Fees waived and expenses paid under this agreement (or a separate agreement
8
limiting I Class Operating Expenses to 0.05%) are subject to reimbursement to T. Rowe Price by the fund whenever the I Class’ expense ratio is below 0.75%. However, no reimbursement will be made after February 29, 2024 or three years from the date such amounts were initially waived or reimbursed, whichever is sooner. The fund may only make repayments to T. Rowe Price Associates, Inc., if such repayment does not cause the class’ expense ratio (after the repayment is taken into account) to exceed the lesser of: (1) any expense limitation in place at the time such amounts were waived; or (2) any current expense limitation related to the I Class.
Example This example is intended to help you compare the cost of investing in the Funds with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in each Fund for the time periods indicated and then redeem all of your shares at the end of those periods, that your investment has a 5% return each year, and that each Fund’s operating expenses remain the same. The example also assumes that an expense limitation arrangement currently in place is not renewed; therefore, the figures have been adjusted to reflect fee waivers or expense reimbursements only in the periods for which the expense limitation arrangement is expected to continue. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Fund |
1 year |
3 years |
5 years |
10 years |
Institutional International Growth Equity Fund |
$77 |
$293 |
$581 |
$1,401 |
International Stock Fund—I Class |
67 |
211 |
368 |
822 |
Pro Forma Combined |
67 |
211 |
368 |
822 |
A discussion about the factors considered by the Board and its conclusions in approving the Funds’ investment management subadvisory agreements appear in the Funds’ semiannual report to shareholders for the period ended April 30.
What are the Funds’ policies for purchasing, redeeming, exchanging, and pricing shares?
The Acquiring Fund—I Classes and the Institutional Funds have substantially similar procedures for purchasing, redeeming, exchanging, and pricing shares. The I Classes and the Institutional Funds both generally require a $1 million minimum initial investment and there is no minimum for additional purchases, although the initial investment minimum for the I Class generally is waived for retirement plans, financial intermediaries, and certain client accounts for which T. Rowe Price or its affiliates have discretionary investment authority (the Institutional Funds may waive the investment minimum for certain types of accounts held through a retirement plan, financial adviser, or other financial intermediary). Shares of the Funds may be redeemed at their respective net asset values; however, large redemptions can adversely affect a portfolio manager’s ability to implement a Fund’s investment strategy by causing the premature sale of securities. Therefore, the Funds reserve the right (without prior notice) to pay all or part of redemption proceeds with securities from the Fund’s portfolio rather than in cash (redemption in-kind). The Funds’ procedures for pricing their shares are identical. Fund share prices are based on a Fund’s net asset value and is calculated at
9
the close of the New York Stock Exchange (normally 4 p.m. ET) each day the exchange is open for business. The Funds also use the same calculation methodology.
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
For more detailed information, please refer to section 3 of each Fund’s prospectus, entitled “Information About Accounts in T. Rowe Price Funds.”
What are the Funds’ policies on dividends and distributions?
The Funds’ policies on dividends and distributions are identical. Each Fund has a policy of distributing, to the extent possible, all of its net investment income and realized capital gains to its respective shareholders. Any dividends or capital gains are declared and paid annually, usually in December. Redemptions or exchanges of fund shares and distributions by the fund, whether or not you reinvest these amounts in additional fund shares, may be taxed as ordinary income or capital gains unless you invest through a tax-deferred account (in which case you will be taxed upon withdrawal from such account).
What are the principal risks of the Funds?
The Funds are subject to substantially similar risks. However, the disclosure in each Fund’s current prospectus describing the risk factors varies slightly. Below are the risk factors to which the Funds are exposed. These risks are not expected to materially change once the Funds are combined.
Market conditions The value of the fund’s investments may decrease, sometimes rapidly or unexpectedly, due to factors affecting an issuer held by the fund, particular industries, or the overall securities markets. A variety of factors can increase the volatility of the fund’s holdings and markets generally, including political or regulatory developments, recessions, inflation, rapid interest rate changes, war or acts of terrorism, natural disasters, and outbreaks of infectious illnesses or other widespread public health issues. Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others. These adverse developments may cause broad declines in market value due to short-term market movements or for significantly longer periods during more prolonged market downturns.
International investing Investing in the securities of non-U.S. issuers involves special risks not typically associated with investing in U.S. issuers. Non-U.S. securities tend to be more volatile and have lower overall liquidity than investments
10
in U.S. securities and may lose value because of adverse local, political, social, or economic developments overseas, or due to changes in the exchange rates between foreign currencies and the U.S. dollar. In addition, investments outside the U.S. are subject to settlement practices and regulatory and financial reporting standards that differ from those of the U.S. The risks of investing outside the U.S. are heightened for any investments in emerging markets, which are susceptible to greater volatility than investments in developed markets.
Sector exposure At times, the fund may have a significant portion of its assets invested in securities of issuers conducting business in a broadly related group of industries within the same economic sector. Issuers in the same economic sector may be similarly affected by economic or market events, making the fund more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly.
Large-cap stocks Securities issued by large-cap companies tend to be less volatile than securities issued by smaller companies. However, larger companies may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.
Stock investing Stocks generally fluctuate in value more than bonds and may decline significantly over short time periods. There is a chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising and falling prices. The value of stocks held by the fund may decline due to general weakness or volatility in the stock markets in which the fund invests or because of factors that affect a particular company or industry.
Active management The fund’s overall investment program and holdings selected by the fund’s investment adviser may underperform the broad markets, relevant indices, or other funds with similar objectives and investment strategies.
For Institutional International Growth Equity and International Stock Funds which focus on growth investing, the following risk applies:
Growth investing The fund’s growth approach to investing could cause it to underperform other stock funds that employ a different investment style. Growth stocks tend to be more volatile than certain other types of stocks and their prices may fluctuate more dramatically than the overall stock market. A stock with growth characteristics can have sharp price declines due to decreases in current or expected earnings and may lack dividends that can help cushion its share price in a declining market.
For the Institutional International Core Equity, Institutional International Growth Equity and International Stock Funds that have a higher concentration in certain geographic regions, the following risks apply:
Investing in Europe The European financial markets have been experiencing increased volatility due to concerns over rising government debt levels of several
11
European countries, and these events may continue to significantly affect all of Europe. European economies could be significantly affected by, among other things, rising unemployment, the imposition or unexpected elimination of fiscal and monetary controls by member countries of the European Economic and Monetary Union, uncertainty surrounding the euro, the success of governmental actions to reduce budget deficits, and ongoing uncertainties surrounding Brexit, the formal withdrawal by the United Kingdom from the European Union.
Investing in Asia Many Asian economies have at various times been negatively affected by inflation, currency devaluations, an over-reliance on international trade and exports, political and social instability, and less developed financial systems and securities trading markets. Trade restrictions, unexpected decreases in exports, changes in government policies, or natural disasters could have a significant impact on companies doing business in Asia. The Asian region may be significantly affected by political unrest, military conflict, economic sanctions, and less demand for Asian products and services.
Emerging markets Investments in emerging market countries are subject to greater risk and overall volatility than investments in the U.S. and developed markets. Emerging market countries tend to have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. In addition to the risks associated with investing outside the U.S., emerging markets are more susceptible to governmental interference, political and economic uncertainty, local taxes and restrictions on the fund’s investments, less efficient trading markets with lower overall liquidity, and more volatile currency exchange rates.
For the Institutional International Core Equity Fund, due to a higher concentration in certain geographic regions, the following risks apply:
Investing in Japan The Japanese economy has at times been negatively affected by government intervention and protectionism, excessive regulation, an unstable financial services sector, a heavy reliance on international trade, and natural disasters. Some of these factors, as well as other adverse political developments, increases in government debt, and changes in fiscal, monetary, or trade policies, may affect the Japanese economy.
Investing in United Kingdom The risks of investing in the United Kingdom have been heightened as a result of Brexit, the formal steps taken by the United Kingdom to exit the European Union, which has resulted in increased volatility and triggered political, economic, and legal uncertainty. Despite a formal withdrawal deal, negotiations are ongoing and uncertainty remains as to the final terms and consequences of Brexit. Issuers in the United Kingdom may experience lower growth until negotiations and new agreements are finalized.
12
REASONS FOR THE REORGANIZATIONS
The Boards of each Fund, including a majority of the independent directors, have unanimously determined that the applicable Reorganization is in the best interests of the shareholders of each Fund and that the interests of shareholders of the Funds will not be diluted as a result of the Reorganizations.
In considering whether to approve the Reorganizations, the Boards reviewed the following matters and concluded that each Reorganization is in the best interest of the Funds for the reasons indicated below.
As explained in this Statement, each Institutional Fund and its corresponding Acquiring Fund offer a substantially similar investment program. As of April 30, 2020, each Institutional Fund and its corresponding Acquiring Fund held a substantially similar set of securities. The I Class of each Acquiring Fund is available at a lower net expense ratio than the Institutional Fund. See “SUMMARY—Will the Reorganizations result in higher fund expenses?” This includes the effects of a contractual expense limitation for each Acquiring Fund’s I Class.
In addition, as explained in this Statement, each Institutional Fund and its corresponding Acquiring Fund have substantially similar investment strategies and identical fundamental investment restrictions and policies and operating policies. The Institutional Funds and the I Classes are offered to institutional shareholders (and, with respect to the I Class, high net worth individuals) with at least a $1 million initial investment minimum and waivers of the minimum for similar types of accounts. The Boards and fund management believe that offering a single fund with each investment program to a wide variety of investors will allow all shareholders to take advantage of potential economies of scale and reduce inefficiencies that can result from offering two substantially similar funds.
The Boards also considered the Funds’ performance. The average annual total returns of the Funds for the periods ended December 31, 2019 are set forth in the following tables.
13
Institutional International Core Equity Fund into Overseas Stock Fund—I Class
Average Annual Total Returns |
|||||||||||||||||||||||||
|
1 Year |
5 Years |
Since Inception |
Since I Class Inception |
Inception
|
||||||||||||||||||||
|
Institutional International Core Equity Fund |
10/27/2010 |
|||||||||||||||||||||||
|
Returns before taxes |
23.14 |
% |
5.95 |
% |
6.16 |
% |
6.72 |
% |
||||||||||||||||
|
Returns after taxes on distributions |
22.66 |
5.48 |
5.75 |
6.17 |
||||||||||||||||||||
|
Returns after taxes on distributions and sale of fund shares |
14.41 |
4.89 |
5.14 |
5.52 |
||||||||||||||||||||
Overseas Stock Fund—I Class |
08/28/2015 |
||||||||||||||||||||||||
Returns before taxes |
23.05 |
— |
6.76 |
— |
|||||||||||||||||||||
Returns after taxes on distributions |
22.60 |
— |
6.21 |
— |
|||||||||||||||||||||
Returns after taxes on distributions and sale of fund shares |
14.25 |
— |
5.33 |
— |
14
Institutional International Growth Equity Fund into International Stock Fund—I Class
Average Annual Total Returns |
||||||||||||||||||||||
|
1 Year |
5 Years |
10 Years |
Since Inception |
Since I Class Inception |
Inception Date |
||||||||||||||||
|
Institutional International Growth Equity Fund |
09/07/1989 |
||||||||||||||||||||
|
Returns before taxes |
28.17 |
% |
7.55 |
% |
6.85 |
% |
— |
% |
8.56 |
% |
|||||||||||
|
Returns after taxes on distributions |
26.77 |
6.43 |
6.19 |
— |
7.26 |
||||||||||||||||
|
Returns after taxes on distributions and sale of fund shares |
17.49 |
5.80 |
5.51 |
— |
6.56 |
||||||||||||||||
International Stock Fund—I Class |
08/28/2015 |
|||||||||||||||||||||
Returns before taxes |
28.05 |
— |
— |
8.64 |
— |
|||||||||||||||||
Returns after taxes on distributions |
27.16 |
— |
— |
7.54 |
— |
|||||||||||||||||
Returns after taxes on distributions and sale of fund shares |
17.11 |
— |
— |
6.63 |
— |
The performance of each Institutional Fund and its corresponding Acquiring Fund has been substantially similar over the periods for which they have both been in operation. Minor differences in Fund performance over the same period were primarily due to differences in fees and slight differences in position sizes as each Fund sold securities to meet redemption requests or bought securities as the Fund gained assets. The differences in performance do not reflect a difference in strategy.
The Boards also considered that the exchange of shares pursuant to the Reorganizations are not expected to create any tax liabilities for shareholders as the exchange of shares will not be a taxable event. The cost basis and holding periods of shares in an Institutional Fund will carry over to the I Class shares that a shareholder will receive as a result of a Reorganization. The Boards noted, however, that the Reorganizations will still have tax implications for shareholders in taxable accounts to the extent an Institutional Fund realizes gains before the Reorganization, because the Institutional Fund will need to distribute any net realized gains and taxable income before the Reorganization and these distributions will be taxable to shareholders.
In approving the Reorganization, the Board of each Institutional Fund also considered that Institutional Fund shareholders have the ability to redeem their shares at any time up to the date of the Reorganizations without redemption or other fees. (While none of the Funds currently assess a redemption fee, prior to April 1, 2019, the International
15
Stock Fund charged a 2.00% redemption fee, as a percentage of the amount redeemed on shares held for 90 days or less.)
The Boards considered that each of the Acquiring Fund’s service provider agreements, including, among others, their investment advisory, subadvisory, distribution, fund accounting, and custody agreements, will remain in place and will not be modified as a result of the Reorganizations. The Boards further considered that the service providers to each Fund are identical, and that each of the Acquiring Fund’s service provider agreements are substantially similar to those currently in place for each Institutional Fund (with the exception of the differences between each Fund’s management fee, which is discussed under the heading “SUMMARY—Will the Reorganizations result in higher fund expenses?”).
The Boards considered that the Funds share the same portfolio managers, and that the members of each Fund’s investment advisory committee are identical. No changes to the Acquiring Funds’ portfolio managers, investment advisory committee, or resources available to the Funds are expected as a result of the Reorganizations.
The Institutional Funds and Acquiring Funds use identical pricing methodologies to value their respective assets. The assets of the Institutional Funds will be transferred to the Acquiring Funds at their fair market value, determined as of the close of regular trading on the New York Stock Exchange on the business day immediately preceding the Closing Date. Each of these assets are securities already held by the applicable Acquiring Fund and are therefore valued using the same pricing sources and methodologies. Shares of each Acquiring Fund equal in value to the assets that will be received by each Institutional Fund in exchange. The expenses incurred to execute the Reorganizations will be paid by the Funds and their shareholders since each Reorganization is expected to benefit the Funds. For these reasons, the Boards believe that each Fund and its shareholders will not be diluted as a result of the Reorganization.
Therefore, in consideration of these factors, coupled with the fact the Funds have substantially similar portfolios, the Boards concluded that each Reorganization is in the best interests of the shareholders of the Institutional Funds and the Acquiring Funds. T. Rowe Price and the Boards believe that shareholders’ interests will be better served over time by completing this transaction.
INFORMATION ABOUT THE REORGANIZATIONS
The following summary of the terms and conditions of the Plans is qualified by reference to the Plans, which are included as Exhibit A to this Statement.
16
Plans of Reorganization
Each Reorganization will be consummated on or about the date indicated in the below table, or such other date as is agreed to by each Institutional Fund and its corresponding Acquiring Fund (“Closing Date”).
Institutional Funds |
Acquiring Funds |
Closing Date |
Institutional International Core Equity Fund |
Overseas Stock Fund |
September 21, 2020 |
Institutional International Growth Equity Fund |
International Stock Fund |
October 5, 2020 |
The parties to each Plan may postpone the Closing Date until a later date on which all of the conditions to the obligations of each party under the Plan are satisfied, provided that the Plan may be terminated by either party if the Closing Date does not occur on or before December 31, 2020. See “Conditions to Closing.”
On the Closing Date, each Institutional Fund will transfer substantially all of its assets to its corresponding Acquiring Fund in exchange for I Class shares of the Acquiring Fund having an aggregate net asset value equal to the aggregate value of the assets so transferred as of the close of regular trading on the New York Stock Exchange on the business day immediately preceding the Closing Date (“Valuation Date”). Each Acquiring Fund will assume or otherwise be responsible for any liabilities of the Institutional Fund existing on the Valuation Date. The number of I Class shares of the Acquiring Fund issued in the exchange will be determined by dividing the aggregate value of the assets of the Institutional Fund transferred (computed in accordance with the policies and procedures set forth in the current prospectus of the Acquiring Fund, subject to review and approval by the Institutional Fund) by the net asset value per share of the Acquiring Fund as of the close of regular trading on the Valuation Date. While it is not possible to determine the exact exchange ratio until the Valuation Date, due to, among other matters, market fluctuations and differences in the relative performance of each Institutional Fund and Acquiring Fund, the following table indicates the number of Acquiring Fund shares shareholders of each Institutional Fund would have received had the Reorganization taken place on the date indicated in the table.
Institutional Funds |
Acquiring Funds |
Number of Shares |
Date |
Institutional International Core Equity Fund |
Overseas Stock Fund |
1.1798 |
June 30, 2020 |
Institutional International Growth Equity Fund |
International Stock Fund |
1.2959 |
June 30, 2020 |
As soon as practicable after the Closing Date, each Institutional Fund will distribute, in liquidation of the Institutional Fund, pro rata to its shareholders of record as of the close of business on the Valuation Date, the full and fractional shares of each Acquiring Fund received in the exchange. The Institutional Funds will accomplish this distribution by transferring the corresponding Acquiring Fund shares then credited to the account of the Institutional Fund on the books of the Acquiring Fund to open accounts on the share records of I Class shares of the Acquiring Fund in the names of
17
the Institutional Fund’s shareholders, and representing the respective pro-rata number of the I Class shares of the Acquiring Fund due to such shareholders. All issued and outstanding shares of the Institutional Funds will then be simultaneously canceled and redeemed.
The stock transfer books of the Institutional Funds will be permanently closed as of the close of business on the Valuation Date. The Institutional Funds will only accept redemption requests received prior to the close of regular trading on the New York Stock Exchange on the Valuation Date. Redemption requests received thereafter will be deemed to be requests for redemption of the Acquiring Fund shares to be distributed to Institutional Fund shareholders pursuant to each Plan.
Conditions to Closing
The obligation of each Institutional Fund to transfer its assets to the Acquiring Fund pursuant to each Plan is subject to the satisfaction of certain conditions precedent, including performance by the Acquiring Fund in all material respects of its agreements and undertakings under each Plan, receipt of certain documents from the Acquiring Fund and receipt of a tax opinion of counsel to the Acquiring Fund. The obligation of each Acquiring Fund to consummate the Reorganization is subject to the satisfaction of certain conditions precedent, including performance by each Institutional Fund of its agreements and undertakings under each Plan, receipt of certain documents and financial statements from each Institutional Fund, and receipt of a tax opinion of counsel to each Institutional Fund.
The consummation of the Reorganization is subject to a number of conditions set forth in the Plans, some of which may be waived by the Boards of the Funds. The Plans may be terminated and the Reorganizations abandoned at any time prior to the Closing Date. See “Other Matters” below.
Expenses of Reorganization
The estimated expenses related to each Reorganization are set forth under the heading, “Who will pay for the Reorganizations?” These costs represent management’s estimate of professional services and fees, any costs related to printing, and mailing, the information statement, brokerage expenses and transaction costs (including taxes and stamps). The costs related to the Reorganizations will be borne by the Funds since each Reorganization is expected to benefit shareholders. It is anticipated that substantially all of the Institutional Funds’ portfolio holdings will transfer to the Acquiring Funds as part of the Reorganizations. Prior to the Reorganizations, any derivatives positions (if applicable) will generally be closed out, and any holdings that are deemed worthless will be disposed of.
Tax Considerations
Each Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (“IRC”, or “Code”), with no gain or loss recognized as a consequence of the Reorganization by each Acquiring Fund and Institutional Fund or their shareholders.
18
The consummation of the transaction contemplated under the Plans is conditioned upon receipt of an opinion from Willkie Farr & Gallagher LLP, counsel to both Funds, to the effect that, on the basis of certain representations of fact by officers of the Institutional Funds and the Acquiring Funds, the existing provisions of the IRC, current administrative rules and court decisions, for federal income tax purposes:
· No gain or loss will be recognized by the Acquiring Funds or the Institutional Funds or their shareholders as a result of the Reorganization.
· Shareholders of each Institutional Fund will carry over the cost basis and holding periods of their Institutional Fund shares to their new I Class shares.
· The Acquiring Funds will assume the basis and holding periods of the Institutional Funds’ assets (other than certain assets, if any, subject to mark to market treatment under special tax rules).
To ensure that the transaction qualifies as a tax-free reorganization, it must meet certain requirements—the most important of which are that substantially all of the assets of the Institutional Funds are transferred and that the Acquiring Funds will maintain the historical business (as defined by the Internal Revenue Services (the “IRS”)) of the Institutional Fund. In the opinion of counsel and to the best knowledge of the Funds’ officers, the proposed transaction will comply with these and all other relevant requirements.
Other tax consequences to shareholders of the Institutional Funds are:
· Certain securities held by the Institutional Funds are expected to be sold prior to the transaction and not acquired by the Acquiring Funds. It is possible that any such sales will increase or decrease the expected distributions to shareholders of the Institutional Funds prior to the Reorganization. The exact amount of such sales and whether and to what extent they will result in taxable distributions to shareholders of the Institutional Funds will be influenced by a variety of factors and cannot be determined with certainty at this time.
· Since the cost basis of the Institutional Funds’ assets that are transferred will remain the same (other than certain assets, if any, subject to mark to market treatment under special tax rules), gains or losses on their subsequent sale by the Acquiring Funds will be shared with the shareholders of the Acquiring Funds. The potential shifting of tax consequences related to this is not expected to be significant.
· The Institutional Funds declare dividends annually (usually in December). Any taxable dividends of the Institutional Funds available for distribution prior to the Reorganizations will be distributed immediately prior to the Closing Date.
Based on the information available at the time of this Statement, it is anticipated that at the respective Closing Date, the Institutional Funds will not have any tax basis net
19
realized capital losses. Any tax basis net realized capital losses of the Institutional Funds could be carried forward indefinitely to the applicable Acquiring Fund, although there may be certain limitations under the Code as to the amount that could be used each year by the Combined Fund to offset future tax basis net realized capital gains. In addition, based on the information available at the time of this Statement, it is anticipated that any tax basis net capital losses of the Acquiring Fund at the respective Closing Date can be carried forward indefinitely without annual limitation as to the amount that can be used to offset future tax basis net realized capital gains of the Combined Fund. As of April 30, 2020, the Institutional International Core Equity and Overseas Stock Funds have tax basis capital loss carryforwards of $15,045,000 and $940,407,000 respectively.
Both the Institutional International Core Equity and Institutional International Growth Equity Funds are expected to sell certain nontransferable international securities, representing approximately 4% and 14% of the respective fund’s assets, prior to each Institutional Fund’s Reorganization, which are expected to result in capital gains. Based on information as of April 30, 2020, T. Rowe Price estimates that these sales would result in a net capital gain position of approximately $2,443,000 (or $0.95 per share) for the Institutional International Growth Equity Fund and approximately $442,000 (or $0.23 per share) for the Institutional International Core Equity Fund. This amount does not take into account current year net realized capital gains (or losses). The Overseas Stock and International Stock Funds will, in turn, buy similar positions in the same securities prior to the Reorganizations. These transactions will result in brokerage expenses. T. Rowe Price estimates that the brokerage commission and other transaction costs (including taxes and stamps) relating to the sale and purchase of these nontransferable securities will be approximately $3,000 for replicating the positions of the Institutional International Core Equity Fund in the Overseas Stock Fund, and approximately $24,000 for replicating the positions of the Institutional International Growth Equity Fund in the International Stock Fund. In addition, the Institutional Funds will close out any derivatives positions (if applicable) and, although unlikely, sell any assets prior to the Reorganization that are deemed not acceptable to the applicable Acquiring Fund or inconsistent with the Acquiring Fund’s investment program, which could result in additional brokerage expenses and may affect the amount of income and capital gains that are required to be distributed. Because the Institutional International Growth Equity and Institutional International Core Equity Funds are expected to have realized gains at the time of the Reorganizations, it is anticipated that these Funds will distribute taxable income (including the realized gains) as a taxable dividend and taxable capital gains to shareholders prior to the Reorganization. The actual amount of capital gains (or losses) and brokerage commissions and other transaction costs resulting from the purchase and sale of any securities will differ from the amounts stated above due to changes in market conditions, portfolio composition, and market values at the time of sale. In addition, because the Acquiring Funds may have realized gains that are required to be distributed by the end of the year, Institutional Fund shareholders may, as shareholders of an Acquiring Fund, receive
20
another taxable capital gain distribution in December (made by the Acquiring Fund) that they otherwise would not incur. In reporting tax information to their shareholders and the IRS, the Funds follow the IRS requirements.
Shareholders should recognize that an opinion of counsel is not binding on the IRS or on any court. The Funds do not expect to obtain a ruling from the IRS regarding the consequences of a Reorganization. Accordingly, if the IRS sought to challenge the tax treatment of a Reorganization and was successful, neither of which is anticipated, the Reorganizations would be treated as a taxable sale of assets of the Institutional Funds, followed by the taxable liquidation of the Institutional Funds.
Other Matters
To the extent permitted by law, the Boards of the Funds may amend the Plans without shareholder approval or may waive any default by the Institutional Funds or the Acquiring Funds or the failure to satisfy any of the conditions of their obligations, provided that no such amendment or waiver may be made if it would adversely affect shareholders of the Institutional Funds or the Acquiring Funds. The Plans may be terminated and the Reorganizations abandoned at any time by action of the Boards. The Boards may, at their election, terminate the Plans in the event that a Reorganization has not closed on or before December 31, 2020.
Description of I Class Shares
Full and fractional I Class shares of each Acquiring Fund will be issued to shareholders of the Institutional Funds in accordance with the procedures under the Plans as previously described. Each Acquiring Fund share will be fully paid and nonassessable when issued, will have no preemptive or conversion rights, and will be transferrable on its books. Ownership of I Class shares of an Acquiring Fund by former shareholders of an Institutional Fund will be recorded electronically and the Acquiring Funds will issue a confirmation to such shareholders relating to those shares acquired as a result of the Reorganizations.
The voting rights of the Institutional Funds and the Acquiring Funds are the same. As shareholders of an Acquiring Fund, former shareholders of an Institutional Fund will have the same voting rights with respect to the Acquiring Fund as they currently have with respect to their Institutional Fund. Neither the Institutional Funds nor the Acquiring Funds routinely hold meetings of shareholders. Both the Institutional Funds and the Acquiring Funds are organized as series of a Maryland corporation. To hold a shareholders’ meeting for a Maryland corporation, one-third of the corporation’s shares entitled to be voted must have been received by proxy or be present in person at the meeting.
Accounting Survivor and Performance Reporting
Each Acquiring Fund will be the surviving fund for accounting, tax, and performance reporting purposes. The Acquiring Fund’s historical financial statements will be utilized for all financial reporting after each Reorganization and the performance of each Institutional Fund will no longer be used.
21
Capitalization
The following tables show the unaudited capitalization of each Institutional Fund and Acquiring Fund (as of each period indicated in the table), and on a pro forma basis as of that date giving effect to the proposed acquisition of fund assets. The actual net assets of the Institutional Funds and Acquiring Funds on the Valuation Date will differ due to fluctuations in net asset values, subsequent purchases, and redemptions of shares.
Institutional International Core Equity Fund into Overseas Stock Fund—I Class
|
Fund |
Net Assets
|
Net Asset
|
Shares
|
|||
|
|||||||
|
Institutional International Core Equity Fund |
$20,921 |
$11.71 |
1,786 |
|||
Overseas Stock Fund |
|||||||
Investor Class |
4,033,608 |
9.91 |
406,832 |
||||
I Class |
3,312,253 |
9.92 |
333,910 |
||||
Advisor Class |
19,487 |
9.79 |
1,990 |
||||
Z Class |
9,058,466 |
9.94 |
911,410 |
||||
Pro Forma Adjustments** |
(42 |
) |
321 |
||||
Pro Forma Combined |
|||||||
Investor Class |
4,033,608 |
9.91 |
406,832 |
||||
I Class |
3,333,132 |
9.92 |
336,017 |
||||
Advisor Class |
19,487 |
9.79 |
1,990 |
||||
Z Class |
9,058,466 |
9.94 |
911,410 |
* Information is as of June 30, 2020.
** Pro forma adjustments to Net Assets include the estimated one-time fees and expenses and other costs associated with the securities transfer incurred by the funds in connection with the consummation of the Reorganization, including the estimated other fees and expenses described in “Expenses of Reorganization” under “Information About the Reorganization.” Pro forma adjustments to Shares Outstanding reflect the change in shares of the Institutional Fund upon conversion into the I Class of the Acquiring Fund, as described in “Plans of Reorganization” under “Information About the Reorganization.”
22
Institutional International Growth Equity Fund into International Stock Fund—I Class
|
Fund |
Net Assets
|
Net Asset
|
Shares
|
|||
|
|||||||
|
Institutional International Growth Equity Fund |
$58,282 |
$22.65 |
2,573 |
|||
International Stock Fund |
|||||||
Investor Class |
3,546,439 |
17.46 |
203,129 |
||||
I Class |
1,578,734 |
17.47 |
90,366 |
||||
Advisor Class |
16,176 |
17.46 |
927 |
||||
R Class |
8,543 |
17.21 |
496 |
||||
Z Class |
8,961,238 |
17.50 |
512,179 |
||||
Pro Forma Adjustments** |
(68 |
) |
761 |
||||
Pro Forma Combined |
|||||||
Investor Class |
3,546,439 |
17.46 |
203,129 |
||||
I Class |
1,636,948 |
17.47 |
93,700 |
||||
Advisor Class |
16,176 |
17.46 |
927 |
||||
R Class |
8,543 |
17.21 |
496 |
||||
Z Class |
8,961,238 |
17.50 |
512,179 |
* Information is as of June 30, 2020.
** Pro forma adjustments to Net Assets include the estimated one-time fees and expenses and other costs associated with the securities transfer incurred by the funds in connection with the consummation of the Reorganization, including the estimated other fees and expenses described in “Expenses of Reorganization” under “Information About the Reorganization.” Pro forma adjustments to Shares Outstanding reflect the change in shares of the Institutional Fund upon conversion into the I Class of the Acquiring Fund, as described in “Plans of Reorganization” under “Information About the Reorganization.”
The Financial Highlights tables, which provide information about the financial history for each Institutional Fund and Acquiring Fund—I Class, are based on a single share outstanding throughout the periods shown.
The tables are part of each Fund’s financial statements, which are included in each Fund’s respective semiannual report. Except for the information for the semiannual period ended April 30, 2020, the information has been audited by each Fund’s independent registered public accounting firm, PricewaterhouseCoopers LLP, whose report, along with each Fund’s financial highlights, is included in the Fund’s annual report, which is incorporated by reference into each Fund’s Statement of Additional Information and available upon request.
23
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL CORE EQUITY FUND |
Unaudited
FINANCIAL HIGHLIGHTS |
For a share outstanding throughout each period |
|
|
6 Months
|
|
Year
|
10/31/18 |
10/31/17 |
10/31/16 |
10/31/15 |
||||||||||||||||
NET ASSET VALUE |
|
|
|
|
|
|
||||||||||||||||||
Beginning of period |
$ |
12.77 |
$ |
12.50 |
$ |
13.96 |
$ |
11.22 |
$ |
11.71 |
$ |
12.33 |
||||||||||||
|
||||||||||||||||||||||||
Investment activities |
||||||||||||||||||||||||
Net investment income(1) (2) |
0.09 |
0.27 |
0.40 |
0.27 |
0.26 |
0.27 |
||||||||||||||||||
Net realized
and unrealized
|
(1.79 |
) |
0.91 |
(1.61 |
) |
2.73 |
(0.51 |
) |
(0.50 |
) |
||||||||||||||
Total from investment activities |
(1.70 |
) |
1.18 |
(1.21 |
) |
3.00 |
(0.25 |
) |
(0.23 |
) |
||||||||||||||
|
||||||||||||||||||||||||
Distributions |
||||||||||||||||||||||||
Net investment income |
(0.32 |
) |
(0.91 |
) |
(0.25 |
) |
(0.26 |
) |
(0.23 |
) |
(0.39 |
) |
||||||||||||
Net realized gain |
– |
– |
– |
– |
(0.01 |
) |
– |
|||||||||||||||||
Total distributions |
(0.32 |
) |
(0.91 |
) |
(0.25 |
) |
(0.26 |
) |
(0.24 |
) |
(0.39 |
) |
||||||||||||
|
||||||||||||||||||||||||
NET ASSET VALUE
|
$ |
10.75 |
$ |
12.77 |
$ |
12.50 |
$ |
13.96 |
$ |
11.22 |
$ |
11.71 |
||||||||||||
Ratios/Supplemental Data |
||||||||||||||||||||||||
Total return(2) (3) |
(13.75 |
)% |
10.63 |
% |
(8.84 |
)% |
27.35 |
% |
(2.09 |
)% |
(1.79 |
)% |
||||||||||||
Ratios to average net assets:(2) |
||||||||||||||||||||||||
Gross expenses before
|
1.48 |
%(4) |
1.38 |
% |
0.86 |
% |
0.84 |
% |
0.86 |
% |
0.88 |
% |
||||||||||||
Net expenses after
|
0.77 |
%(4) |
0.75 |
% |
0.75 |
% |
0.75 |
% |
0.75 |
% |
0.75 |
% |
||||||||||||
Net investment income |
1.42 |
%(4) |
2.25 |
% |
2.85 |
% |
2.13 |
% |
2.37 |
% |
2.20 |
% |
||||||||||||
Portfolio turnover rate |
23.8 |
% |
32.9 |
% |
32.3 |
% |
11.5 |
% |
22.1 |
% |
18.0 |
% |
||||||||||||
Net
assets, end of period (in
|
$ |
20,213 |
$ |
32,574 |
$ |
46,930 |
$ |
182,208 |
$ |
128,268 |
$ |
163,071 |
(1) Per share amounts calculated using average shares outstanding method.
(2) Includes the impact of expense-related arrangements with Price Associates.
(3) Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions, and payment of no redemption or account fees, if applicable. Total return is not annualized for periods less than one year.
(4) Annualized
24
T. ROWE PRICE OVERSEAS STOCK FUND |
Unaudited
FINANCIAL HIGHLIGHTS |
For a share outstanding throughout each period |
I Class |
|
|
|
|
|
|
|
|||||||||||||||||
6 Months
|
Year
|
10/31/18 |
10/31/17 |
10/31/16 |
8/28/15(1)
|
|||||||||||||||||||
NET ASSET VALUE |
||||||||||||||||||||||||
Beginning of period |
$ |
10.86 |
$ |
10.15 |
$ |
11.32 |
$ |
9.16 |
$ |
9.53 |
$ |
9.50 |
||||||||||||
|
||||||||||||||||||||||||
Investment activities |
||||||||||||||||||||||||
Net investment
|
0.08 |
0.28 |
0.29 |
0.25 |
0.20 |
0.01 |
||||||||||||||||||
Net realized
and
|
(1.60 |
) |
0.75 |
(1.24 |
) |
2.14 |
(0.38 |
) |
0.02 |
|||||||||||||||
Total from investment
|
(1.52 |
) |
1.03 |
(0.95 |
) |
2.39 |
(0.18 |
) |
0.03 |
|||||||||||||||
|
||||||||||||||||||||||||
Distributions |
||||||||||||||||||||||||
Net investment income |
(0.24 |
) |
(0.22 |
) |
(0.22 |
) |
(0.23 |
) |
(0.19 |
) |
– |
|||||||||||||
Net realized gain |
– |
(0.10 |
) |
– |
– |
– |
– |
|||||||||||||||||
Total distributions |
(0.24 |
) |
(0.32 |
) |
(0.22 |
) |
(0.23 |
) |
(0.19 |
) |
– |
|
||||||||||||
|
||||||||||||||||||||||||
NET ASSET VALUE
|
$ |
9.10 |
$ |
10.86 |
$ |
10.15 |
$ |
11.32 |
$ |
9.16 |
$ |
9.53 |
25
T. ROWE PRICE OVERSEAS STOCK FUND |
Unaudited
FINANCIAL HIGHLIGHTS |
For a share outstanding throughout each period |
I Class |
|||||||||||||||||||||||||||||||||||||||||||||
|
6 Months
|
|
Year
|
|
10/31/18 |
|
10/31/17 |
|
10/31/16 |
|
8/28/15(1)
|
||||||||||||||||||||||||||||||||||
Ratios/Supplemental Data |
|||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||
Total return(3) (4) |
(14.40 |
)% |
10.65 |
% |
(8.58 |
)% |
26.73 |
% |
(1.86 |
)% |
0.32 |
% |
|||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||
Ratios to average net
|
|||||||||||||||||||||||||||||||||||||||||||||
Gross expenses before waivers/payments by Price Associates |
0.67 |
%(5) |
0.66 |
% |
0.66 |
% |
0.67 |
% |
0.67 |
% |
0.71 |
%(5) |
|||||||||||||||||||||||||||||||||
Net expenses after
|
0.67 |
%(5) |
0.66 |
% |
0.66 |
% |
0.67 |
% |
0.67 |
% |
0.69 |
%(5) |
|||||||||||||||||||||||||||||||||
Net investment income |
1.54 |
%(5) |
2.72 |
% |
2.56 |
% |
2.41 |
% |
2.41 |
% |
0.98 |
%(5) |
|||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||
Portfolio turnover rate |
9.4 |
% |
18.2 |
% |
14.4 |
% |
13.4 |
% |
13.7 |
% |
12.8 |
% |
|||||||||||||||||||||||||||||||||
Net assets, end of period (in millions) |
$ |
3,025 |
$ |
6,443 |
$ |
5,755 |
$ |
4,041 |
$ |
1,081 |
$ |
3 |
(1) Inception date
(2) Per share amounts calculated using average shares outstanding method.
(3) Includes the impact of expense-related arrangements with Price Associates.
(4) Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions, and payment of no redemption or account fees, if applicable. Total return is not annualized for periods less than one year.
(5) Annualized
26
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL GROWTH EQUITY FUND |
Unaudited
FINANCIAL HIGHLIGHTS |
For a share outstanding throughout each period |
6 Months
|
|
Year
|
|
10/31/18 |
|
10/31/17 |
|
10/31/16 |
|
10/31/15 |
||||||||||||||
NET ASSET VALUE |
|
|
||||||||||||||||||||||
Beginning of period |
$ |
23.46 |
$ |
22.24 |
$ |
26.02 |
$ |
21.49 |
$ |
21.45 |
$ |
22.23 |
||||||||||||
|
||||||||||||||||||||||||
Investment activities |
||||||||||||||||||||||||
Net investment
|
0.09 |
0.59 |
0.37 |
0.33 |
0.29 |
0.26 |
||||||||||||||||||
Net realized and unrealized gain/loss |
(1.96 |
) |
2.35 |
(2.58 |
) |
4.70 |
0.02 |
(0.59 |
) |
|||||||||||||||
Total from investment activities |
(1.87 |
) |
2.94 |
(2.21 |
) |
5.03 |
0.31 |
(0.33 |
) |
|||||||||||||||
|
||||||||||||||||||||||||
Distributions |
||||||||||||||||||||||||
Net investment income |
(0.62 |
) |
(0.37 |
) |
(0.33 |
) |
(0.33 |
) |
(0.26 |
) |
(0.32 |
) |
||||||||||||
Net realized gain |
(0.45 |
) |
(1.35 |
) |
(1.24 |
) |
(0.17 |
) |
(0.01 |
) |
(0.13 |
) |
||||||||||||
Total distributions |
(1.07 |
) |
(1.72 |
) |
(1.57 |
) |
(0.50 |
) |
(0.27 |
) |
(0.45 |
) |
||||||||||||
|
|
|||||||||||||||||||||||
NET ASSET VALUE
|
$ |
20.52 |
$ |
23.46 |
$ |
22.24 |
$ |
26.02 |
$ |
21.49 |
$ |
21.45 |
||||||||||||
Ratios/Supplemental Data |
||||||||||||||||||||||||
Total return(2) (3) |
(8.63 |
)% |
14.68 |
% |
(9.08 |
)% |
24.02 |
% |
1.51 |
% |
(1.40 |
)% |
||||||||||||
Ratios to average net assets:(2) |
||||||||||||||||||||||||
Gross expenses before waivers/payments by Price Associates |
1.13 |
%(4) |
1.23 |
% |
1.16 |
% |
1.23 |
% |
1.24 |
% |
1.10 |
% |
||||||||||||
Net expenses after waivers/payments by Price Associates |
0.76 |
%(4) |
0.75 |
% |
0.75 |
% |
0.76 |
% |
0.75 |
% |
0.75 |
% |
||||||||||||
Net investment income |
0.83 |
%(4) |
2.66 |
% |
1.47 |
% |
1.40 |
% |
1.41 |
% |
1.18 |
% |
||||||||||||
Portfolio turnover rate |
20.3 |
% |
36.2 |
% |
39.1 |
% |
34.7 |
% |
37.1 |
% |
36.1 |
% |
||||||||||||
Net assets, end of period (in thousands) |
$ |
52,856 |
$ |
58,220 |
$ |
52,885 |
$ |
57,866 |
$ |
49,726 |
$ |
68,018 |
(1) Per share amounts calculated using average shares outstanding method.
(2) Includes the impact of expense-related arrangements with Price Associates.
(3) Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions, and payment of no redemption or account fees, if applicable. Total return is not annualized for periods less than one year.
(4) Annualized
27
T. ROWE PRICE INTERNATIONAL STOCK FUND |
Unaudited
FINANCIAL HIGHLIGHTS |
For a share outstanding throughout each period |
I Class |
|
|
|
|
|
|
|
|||||||||||||||||
6 Months
|
Year
|
10/31/18 |
10/31/17 |
10/31/16 |
8/28/15(1)
|
|||||||||||||||||||
NET ASSET VALUE |
||||||||||||||||||||||||
Beginning of period |
$ |
17.80 |
$ |
16.70 |
$ |
19.28 |
$ |
15.94 |
$ |
15.90 |
$ |
15.71 |
||||||||||||
|
||||||||||||||||||||||||
Investment activities |
||||||||||||||||||||||||
Net investment
|
0.07 |
0.47 |
0.30 |
0.23 |
0.26 |
0.04 |
||||||||||||||||||
Net realized
and
|
(1.51 |
) |
1.76 |
(1.93 |
) |
3.50 |
(0.01 |
) |
0.15 |
|||||||||||||||
Total from investment
|
(1.44 |
) |
2.23 |
(1.63 |
) |
3.73 |
0.25 |
0.19 |
||||||||||||||||
|
||||||||||||||||||||||||
Distributions |
||||||||||||||||||||||||
Net investment income |
(0.44 |
) |
(0.28 |
) |
(0.30 |
) |
(0.24 |
) |
(0.17 |
) |
– |
|||||||||||||
Net realized gain |
(0.07 |
) |
(0.85 |
) |
(0.65 |
) |
(0.15 |
) |
(0.04 |
) |
– |
|||||||||||||
Total distributions |
(0.51 |
) |
(1.13 |
) |
(0.95 |
) |
(0.39 |
) |
(0.21 |
) |
– |
|
||||||||||||
|
||||||||||||||||||||||||
NET ASSET VALUE
|
$ |
15.85 |
$ |
17.80 |
$ |
16.70 |
$ |
19.28 |
$ |
15.94 |
$ |
15.90 |
28
T. ROWE PRICE INTERNATIONAL STOCK FUND |
Unaudited
FINANCIAL HIGHLIGHTS |
For a share outstanding throughout each period |
I Class |
||||||||||||||||||||||||||||||||||||||||||||||
|
6 Months
|
|
Year
|
|
10/31/18 |
|
10/31/17 |
|
10/31/16 |
|
8/28/15(1)
|
|||||||||||||||||||||||||||||||||||
Ratios/Supplemental Data |
||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||
Total return(3) (4) |
(8.49 |
)% |
14.59 |
% |
(8.93 |
)% |
24.05 |
% |
1.63 |
% |
1.21 |
% |
||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||
Ratios to average net
|
||||||||||||||||||||||||||||||||||||||||||||||
Gross expenses before
|
0.66 |
%(5) |
0.66 |
% |
0.66 |
% |
0.68 |
% |
0.68 |
% |
0.67 |
%(5) |
||||||||||||||||||||||||||||||||||
Net expenses after
|
0.66 |
%(5) |
0.66 |
% |
0.66 |
% |
0.68 |
% |
0.68 |
% |
0.67 |
%(5) |
||||||||||||||||||||||||||||||||||
Net investment income |
0.79 |
%(5) |
2.81 |
% |
1.61 |
% |
1.34 |
% |
1.68 |
% |
1.46 |
%(5) |
||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||
Portfolio turnover rate |
16.8 |
% |
36.6 |
% |
37.0 |
% |
31.3 |
% |
36.1 |
% |
32.4 |
% |
||||||||||||||||||||||||||||||||||
Net assets, end of period (in millions) |
$ |
965 |
$ |
3,703 |
$ |
2,735 |
$ |
2,396 |
$ |
2,259 |
$ |
20 |
(1) Inception date
(2) Per share amounts calculated using average shares outstanding method.
(3) Includes the impact of expense-related arrangements with Price Associates.
(4) Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions, and payment of no redemption or account fees, if applicable. Total return is not annualized for periods less than one year.
(5) Annualized
The financial statements of the Funds included in each Fund’s annual report to shareholders are incorporated by reference into the SAI and have been audited by PricewaterhouseCoopers LLP. The unaudited financial statements of the Funds included in each Fund’s semiannual report to shareholders are also incorporated by reference into the SAI. Copies of the reports are available by request as described above.
29
COMPARISON OF INVESTMENT OBJECTIVES,
POLICIES, AND RESTRICTIONS
The investment objectives, policies, and restrictions of the Funds are described in greater detail in their respective prospectuses. The investment objective is a fundamental policy and shareholder approval is required to substantially change it.
What is the Funds’ investment program?
The following tables show a comparison of the Funds' investment objectives and principal investment strategies.
Institutional International Core Equity Fund |
Overseas Stock Fund |
The fund seeks long-term growth of capital through investments in the common stocks of non-U.S. companies. |
Same |
The fund expects to invest significantly outside the U.S. and to diversify broadly among developed markets and, to a lesser extent, emerging market countries throughout the world. The fund normally invests at least 80% of its net assets (including any borrowings for investment purposes) in non-U.S. stocks and at least 65% of its net assets in stocks of large-cap companies. For purposes of determining whether the fund invests at least 80% of its net assets in non-U.S. stocks, the fund relies on the country assigned to a security by MSCI Inc. or another unaffiliated data provider. The fund may at times invest significantly in certain sectors, such as the financials sector. The fund takes a core approach to investing, which provides some exposure to both growth and value styles of investing. The adviser relies on a global research team to search for particularly promising stocks. The adviser will select securities that the adviser believes have the most favorable combination of company fundamentals and valuation. In selecting investments, the adviser generally favors companies with one or more of the following characteristics: · attractive business niche with potential for earnings growth; · attractive valuation relative to the company’s peers or its own historical norm; · barriers to entry in its business; |
Same. The Institutional Fund also explicitly states that it may at times invest significantly in certain sectors, such as the financials sector. |
30
· seasoned management; · healthy balance sheet; and · potential to grow dividends or conduct share repurchases. The fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities. |
31
· attractive business niche; · attractive or improving franchise or industry position; · seasoned management; · stable or improving earnings and/or cash flow; and · sound or improving balance sheet. The fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities. |
What are the Funds investment policies and restrictions?
The Funds have identical fundamental investment restrictions and policies, each of which is explained in the Statement of Additional Information. As fundamental policies, the Funds may not:
· Borrow money, except that the funds may (i) borrow for non-leveraging, temporary, or emergency purposes; and (ii) engage in reverse repurchase agreements and make other investments or engage in other transactions, which may involve a borrowing, in a manner consistent with the funds’ investment objectives and programs, provided that the combination of (i) and (ii) shall not exceed 33⅓% 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 that come to exceed this amount will be reduced in accordance with applicable law. The funds may borrow from banks, other mutual funds sponsored and managed by T. Rowe Price (“Price Funds”), or other persons to the extent permitted by applicable law;
· Purchase or sell commodities, except to the extent permitted by applicable law;
· Purchase the securities of any issuer if, as a result, more than 25% of the value of the funds’ net assets would be invested in the securities of issuers having their principal business activities in the same industry;
· 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 33⅓% 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;
· Purchase a security if, as a result, with respect to 75% of the value of the funds’ total assets, more than 5% of the value of the funds’ total assets would be invested in the securities of a single issuer, except for cash; securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities; and securities of other investment companies;
32
· 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);
· 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);
· Issue senior securities except in compliance with the 1940 Act; and
· 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 Securities Act of 1933 (“1933 Act”) in connection with the purchase and sale of fund portfolio securities in the ordinary course of pursuing their investment programs.
The Funds are also subject to the following operating policy, each of which is explained in the Statement of Additional Information:
· The Funds’ investments in P-notes are limited to 20% of total assets.
What are the principal risks of investing in the Funds?
The Funds are subject to substantially similar risks. However, the disclosure in each Fund’s current prospectus describing the risk factors varies slightly. Below are the risk factors to which the Funds are exposed. These risks are not expected to materially change once the Funds are combined.
Market conditions The value of the fund’s investments may decrease, sometimes rapidly or unexpectedly, due to factors affecting an issuer held by the fund, particular industries, or the overall securities markets. A variety of factors can increase the volatility of the fund’s holdings and markets generally, including political or regulatory developments, recessions, inflation, rapid interest rate changes, war or acts of terrorism, natural disasters, and outbreaks of infectious illnesses or other widespread public health issues. Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others. These adverse developments may cause broad declines in market value due to short-term market movements or for significantly longer periods during more prolonged market downturns.
International investing Investing in the securities of non-U.S. issuers involves special risks not typically associated with investing in U.S. issuers. Non-U.S. securities tend to be more volatile and have lower overall liquidity than investments in U.S. securities and may lose value because of adverse local, political, social, or economic developments overseas, or due to changes in the exchange rates between
33
foreign currencies and the U.S. dollar. In addition, investments outside the U.S. are subject to settlement practices and regulatory and financial reporting standards that differ from those of the U.S. The risks of investing outside the U.S. are heightened for any investments in emerging markets, which are susceptible to greater volatility than investments in developed markets.
Sector exposure At times, the fund may have a significant portion of its assets invested in securities of issuers conducting business in a broadly related group of industries within the same economic sector. Issuers in the same economic sector may be similarly affected by economic or market events, making the fund more vulnerable to unfavorable developments in that economic sector than funds that invest more broadly.
Large-cap stocks Securities issued by large-cap companies tend to be less volatile than securities issued by smaller companies. However, larger companies may not be able to attain the high growth rates of successful smaller companies, especially during strong economic periods, and may be unable to respond as quickly to competitive challenges.
Stock investing Stocks generally fluctuate in value more than bonds and may decline significantly over short time periods. There is a chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising and falling prices. The value of stocks held by the fund may decline due to general weakness or volatility in the stock markets in which the fund invests or because of factors that affect a particular company or industry.
Active management The fund’s overall investment program and holdings selected by the fund’s investment adviser may underperform the broad markets, relevant indices, or other funds with similar objectives and investment strategies.
For Institutional International Growth Equity and International Stock Funds which focus on growth investing, the following risk applies:
Growth investing The fund’s growth approach to investing could cause it to underperform other stock funds that employ a different investment style. Growth stocks tend to be more volatile than certain other types of stocks and their prices may fluctuate more dramatically than the overall stock market. A stock with growth characteristics can have sharp price declines due to decreases in current or expected earnings and may lack dividends that can help cushion its share price in a declining market.
For the Institutional International Core Equity, Institutional International Growth Equity and International Stock Funds that have a higher concentration in certain geographic regions, the following risks apply:
Investing in Europe The European financial markets have been experiencing increased volatility due to concerns over rising government debt levels of several European countries, and these events may continue to significantly affect all of Europe. European economies could be significantly affected by, among other things,
34
rising unemployment, the imposition or unexpected elimination of fiscal and monetary controls by member countries of the European Economic and Monetary Union, uncertainty surrounding the euro, the success of governmental actions to reduce budget deficits, and ongoing uncertainties surrounding Brexit, the formal withdrawal by the United Kingdom from the European Union.
Investing in Asia Many Asian economies have at various times been negatively affected by inflation, currency devaluations, an over-reliance on international trade and exports, political and social instability, and less developed financial systems and securities trading markets. Trade restrictions, unexpected decreases in exports, changes in government policies, or natural disasters could have a significant impact on companies doing business in Asia. The Asian region may be significantly affected by political unrest, military conflict, economic sanctions, and less demand for Asian products and services.
Emerging markets Investments in emerging market countries are subject to greater risk and overall volatility than investments in the U.S. and developed markets. Emerging market countries tend to have economic structures that are less diverse and mature, and political systems that are less stable, than those of developed countries. In addition to the risks associated with investing outside the U.S., emerging markets are more susceptible to governmental interference, political and economic uncertainty, local taxes and restrictions on the fund’s investments, less efficient trading markets with lower overall liquidity, and more volatile currency exchange rates.
For the Institutional International Core Equity Fund, due to a higher concentration in certain geographic regions, the following risks apply:
Investing in Japan The Japanese economy has at times been negatively affected by government intervention and protectionism, excessive regulation, an unstable financial services sector, a heavy reliance on international trade, and natural disasters. Some of these factors, as well as other adverse political developments, increases in government debt, and changes in fiscal, monetary, or trade policies, may affect the Japanese economy.
Investing in United Kingdom The risks of investing in the United Kingdom have been heightened as a result of Brexit, the formal steps taken by the United Kingdom to exit the European Union, which has resulted in increased volatility and triggered political, economic, and legal uncertainty. Despite a formal withdrawal deal, negotiations are ongoing and uncertainty remains as to the final terms and consequences of Brexit. Issuers in the United Kingdom may experience lower growth until negotiations and new agreements are finalized.
35
ADDITIONAL INFORMATION ABOUT THE FUNDS
How has each Fund performed?
The following performance information provides some indication of the risks of investing in the Funds. The Funds’ performance information represents only past performance (before and after taxes) and is not necessarily an indication of future results.
The following bar charts illustrate how much returns can differ from year to year by showing calendar year returns and the best and worst calendar quarter returns during those years for each Fund or Class. Returns for other share classes of the Acquiring Funds vary since they have different expenses.
36
37
The following tables show the average annual total returns for each Fund or Class for the periods ended December 31, 2019. Each table also compares the returns with the returns of a relevant broad-based market index, as well as with the returns of one or more comparative indexes that have investment characteristics similar to those of the Funds.
In addition, the tables show hypothetical after-tax returns to demonstrate how taxes paid by a shareholder may influence returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as a 401(k) account or an IRA. After-tax returns for the Acquiring Funds are shown only for the I Class and will differ for other share classes of the Acquiring Funds.
38
Institutional International Core Equity Fund into Overseas Stock Fund—I Class
a Return since 10/27/10.
b Return since 10/31/10.
39
Institutional International Growth Equity Fund into International Stock Fund—I Class
The performance of each Institutional Fund and its corresponding Acquiring Fund has been substantially similar over the periods for which they have both been in operation. Minor differences in Fund performance over the same period were primarily due to differences in fees and also due to slight differences in position sizes as each Fund sold securities to meet redemption requests or bought securities as the Fund gained assets. The differences in performance do not reflect a difference in strategy.
Who are the principal holders of each Fund’s shares?
The following tables provide the shareholders of record that owned more than 5% of each Fund’s/class’ outstanding shares as of June 30, 2020.
40
FUND |
|
SHAREHOLDER |
# OF SHARES |
% |
||
INSTITUTIONAL INTERNATIONAL |
CAPINCO C/O US BANK NA |
998,078.56 |
55.88(a) |
|||
CORE EQUITY FUND |
1555 N RIVERCENTER DR STE 302 |
|||||
MILWAUKEE WI 53212-3958 |
||||||
KEYBANK NA |
176,541.42 |
9.88 |
||||
CIA-INTERNATIONAL CUST PRI USD |
||||||
P O BOX 94871 |
||||||
CLEVELAND OH 44101-4871 |
||||||
NATIONAL FINANCIAL SERVICES LLC |
285,570.93 |
15.99 |
||||
FOR THE EXCLUSIVE BENEFIT |
||||||
OF OUR CUSTOMERS |
||||||
499 WASHINGTON BLVD |
||||||
ATTN: MUTUAL FUNDS DEPT 4TH FL |
||||||
JERSEY CITY NJ 07310-2010 |
||||||
|
||||||
PERSHING LLC |
151,379.39 |
8.48 |
||||
1 PERSHING PLZ |
||||||
JERSEY CITY NJ 07333-0002 |
||||||
INSTITUTIONAL INTERNATIONAL |
BNA FOREIGN EQUITY FUND |
1,021,132.64 |
39.68(a) |
|||
GROWTH EQUITY FUND |
ATTN MR ROBERT SHEW |
|
||||
1801 S BELL ST |
|
|||||
ARLINGTON VA 22202-4506 |
|
|||||
|
|
|||||
KEYBANK NA |
279,335.64 |
10.86 |
||||
LINK-BELT EE RETMT-T. ROWE PRICE PR |
||||||
|
||||||
NATIONAL FINANCIAL SERVICES |
926,347.79 |
36.00(a) |
||||
FOR THE EXCLUSIVE BENEFIT |
|
|||||
OF OUR CUSTOMERS |
|
|||||
|
|
|||||
SAXON & CO |
192,829.05 |
7.49 |
||||
P O BOX 7780-1888 |
||||||
PHILADELPHIA PA 19182-0001 |
||||||
INTERNATIONAL STOCK FUND |
SPECTRUM GROWTH FUND |
10,605,082.48 |
5.22 |
|||
T. ROWE PRICE ASSOCIATES |
||||||
ATTN: FUND ACCOUNTING DEPT |
||||||
100 EAST PRATT ST |
||||||
BALTIMORE MD 21202-1009 |
||||||
|
||||||
SPECTRUM INTERNATIONAL FUND |
19,513,954.84 |
9.61 |
||||
T ROWE PRICE ASSOCIATES |
|
|||||
ATTN: FUND ACCOUNTING DEPT |
|
|||||
|
|
|||||
T ROWE PRICE TRUST CO INC |
11,400,587.65 |
5.61 |
||||
ATTN: TRPS INST CONTROL DEPT |
||||||
P O BOX 17215 |
||||||
BALTIMORE MD 21297-1215 |
41
FUND |
|
SHAREHOLDER |
# OF SHARES |
% |
||
INTERNATIONAL STOCK FUND— |
AXA EQUITABLE FOR SA NO 65 |
47,578.16 |
5.14 |
|||
ADVISOR CLASS |
500 PLAZA DR FL 7 |
|||||
SECAUCUS NJ 07094-3619 |
||||||
CITBANCO A PARTNERSHIP |
61,648.75 |
6.67 |
||||
529 LAKE AVENUE |
|
|||||
PO BOX 1227 |
||||||
STORM LAKE IA 50588-1227 |
||||||
|
|
|||||
DCGT AS TTEE AND/OR CUST |
47,859.93 |
5.17 |
||||
ATTN NPIO TRADE DESK |
|
|||||
FBO PLIC VARIOUS RETIREMENT PLANS |
|
|||||
OMNIBUS |
|
|||||
711 HIGH ST |
||||||
DES MOINES IA 50392-0001 |
||||||
|
||||||
NATIONAL FINANCIAL SERVICES |
298,923.18 |
32.32(a) |
||||
FOR THE EXCLUSIVE BENEFIT |
|
|||||
OF OUR CUSTOMERS |
|
|||||
|
|
|||||
WELLS FARGO CLEARING SERVICES |
50,859.82 |
5.50 |
||||
LLC |
||||||
SPECIAL CUSTODY ACCT FOR THE |
||||||
EXCLUSIVE BENEFIT OF CUSTOMERS |
||||||
2801 MARKET ST |
||||||
SAINT LOUIS MO 63103-2523 |
||||||
INTERNATIONAL STOCK FUND— |
EDWARD D JONES & CO |
21,164,373.10 |
59.01(a) |
|||
I CLASS |
FOR THE BENEFIT OF CUSTOMERS |
|
||||
12555 MANCHESTER RD |
||||||
SAINT LOUIS MO 63131-3729 |
||||||
NATIONAL FINANCIAL SERVICES LLC |
53,321,631.92 |
23.42 |
||||
FOR THE EXCLUSIVE BENEFIT |
||||||
OF OUR CUSTOMERS |
||||||
ATTN: MUTUAL FUNDS DEPT, 4TH FLOOR |
42
FUND |
|
SHAREHOLDER |
# OF SHARES |
% |
||
INTERNATIONAL STOCK FUND— |
AMERICAN UNITED LIFE |
25,747.19 |
5.19 |
|||
R CLASS |
AMERICAN UNIT TRUST |
|
||||
ATTN SEPARATE ACCOUNTS |
|
|||||
PO BOX 368 |
||||||
INDIANAPOLIS IN 46206-0368 |
||||||
|
|
|||||
AMERICAN UNITED LIFE |
76,990.29 |
15.51 |
||||
SEPARATE ACCOUNT II |
|
|||||
ATTN SEPARATE ACCOUNTS |
|
|||||
|
|
|||||
AXA EQUITABLE FOR SA NO 65 |
50,174.42 |
10.11 |
||||
|
|
|||||
DCGT AS TTEE AND/OR CUST |
106,348.74 |
21.43 |
||||
ATTN NPIO TRADE DESK |
|
|||||
FBO PLIC VARIOUS RETIREMENT PLANS |
|
|||||
OMNIBUS |
|
|||||
|
|
|||||
NATIONWIDE TRUST CO FSB |
26,547.01 |
5.35 |
||||
C/O IPO PORTFOLIO ACCTG |
||||||
PO BOX 182029 |
||||||
COLUMBUS OH 43218-2029 |
||||||
OVERSEAS STOCK FUND |
RAYMOND JAMES |
71,314,729.66 |
17.54 |
|||
OMNIBUS FOR MUTUAL FUNDS |
|
|||||
HOUSE ACCT FIRM |
|
|||||
ATTN COURTNEY WALLER |
|
|||||
880 CARILLON PKWY |
|
|||||
ST PETERSBURG FL 33716-1100 |
||||||
WELLS FARGO CLEARING SERVICES |
158,963,861.34 |
39.09(a) |
||||
LLC |
||||||
SPECIAL CUSTODY ACCT FOR THE |
||||||
EXCLUSIVE BENEFIT OF CUSTOMERS |
43
FUND |
|
SHAREHOLDER |
# OF SHARES |
% |
||
OVERSEAS STOCK FUND— |
DCGT AS TTEE AND/OR CUST |
128,454.75 |
6.48 |
|||
ADVISOR CLASS |
ATTN NPIO TRADE DESK |
|||||
FBO PLIC VARIOUS RETIREMENT |
||||||
PLANS |
||||||
OMNIBUS |
||||||
|
||||||
GREAT-WEST TRUST COMPANY LLC |
1,066,858.57 |
53.86(a) |
||||
TTEE F |
||||||
C/O FASCORE LLC |
||||||
GREAT WEST IRA ADVANTAGE |
||||||
8515 E ORCHARD RD 2T2 |
||||||
GREENWOOD VLG CO 80111-5002 |
||||||
|
||||||
NATIONAL FINANCIAL SERVICES |
307,554.06 |
15.53 |
||||
FOR THE EXCLUSIVE BENEFIT |
|
|||||
OF OUR CUSTOMERS |
|
|||||
|
||||||
SUNTRUST BANK FBO |
193,652.75 |
9.78 |
||||
VARIOUS SUNTRUST OMNIBUS |
||||||
ACCOUNTS |
||||||
8515 E ORCHARD RD 2T2 |
||||||
GREENWOOD VLG CO 80111-5002 |
||||||
OVERSEAS STOCK FUND— |
CHARLES SCHWAB & CO INC |
18,781,576.10 |
5.63 |
|||
I CLASS |
ATTN MUTUAL FUNDS |
|
||||
211 MAIN ST |
||||||
SAN FRANCISCO CA 94105-1905 |
||||||
|
|
|||||
EDWARD D JONES & CO |
65,872,092.90 |
19.74 |
||||
FOR THE BENEFIT OF CUSTOMERS |
|
|||||
|
|
|||||
NATIONAL FINANCIAL SERVICES LLC |
77,744,767.79 |
23.30 |
||||
FOR THE EXCLUSIVE BENEFIT |
|
|||||
OF OUR CUSTOMERS |
|
|||||
ATTN: MUTUAL FUNDS DEPT, 4TH FLOOR |
|
|||||
|
|
|||||
PERSHING LLC |
20,564,202.10 |
6.16 |
||||
|
|
|||||
WELLS FARGO BANK NA FBO |
36,351,266.69 |
10.89 |
||||
OMNIBUS CASH |
(a) |
At the level of ownership indicated, the shareholder may be able to determine the outcome of any matters affecting a fund or one of its classes that are submitted to shareholders for vote. |
As of June 30, 2020, the executive officers and directors of the Funds, as a group, beneficially owned, directly or indirectly, less than 1% of its outstanding shares of each Fund.
Who are each Fund’s transfer agent and custodians?
T. Rowe Price Services, Inc., 100 East Pratt Street, Baltimore, Maryland 21202, serves as the transfer agent and dividend disbursing agent for the Funds. State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, or, in the case of securities maintained outside of the United States, JPMorgan Chase Bank, London,
44
Woolgate House, Coleman Street, London, EC2P 2HD, England, are the custodians for the Funds.
Are the Funds required to hold annual meetings?
Under Maryland law, the Funds are not required to hold annual meetings. The Boards of the Funds have determined that the Funds will take advantage of this Maryland law provision to avoid the significant expense associated with holding annual meetings, including legal, accounting, printing, and mailing fees incurred in preparing proxy materials. Accordingly, no annual meetings of shareholders shall be held in any year in which a meeting is not otherwise required to be held under the Investment Company Act of 1940 or Maryland law, unless the Boards determine otherwise. However, special meetings of shareholders will be held in accordance with applicable law or when otherwise determined by a Fund’s Board.
Who pays for the costs involved with the Reorganizations?
Fees related to each Reorganization (including legal expenses, audit expenses, expenses related to printing and mailing the information statement, brokerage fees, taxes, and nonrecurring extraordinary items) are estimated in the following table and will be paid for by the Funds since the Reorganizations are expected to benefit all shareholders. The sale of any assets that are not acceptable to an Acquiring Fund will result in additional brokerage expenses.
Funds |
Estimated Reorganization Expenses |
Estimated Transaction Costs* |
Institutional International Core Equity Fund |
$15,000 |
$13,000 |
Overseas Stock Fund |
27,000 |
12,000 |
Total |
42,000 |
25,000 |
* Includes estimated brokerage commissions and other transaction costs.
Funds |
Estimated Reorganization Expenses |
Estimated Transaction Costs* |
Institutional International Growth Equity Fund |
$25,000 |
$12,000 |
International Stock Fund |
41,000 |
29,000 |
Total |
66,000 |
41,000 |
* Includes estimated brokerage commissions and other transaction costs.
Certain legal matters concerning the federal income tax consequences of the Reorganization will be passed upon by Willkie Farr & Gallagher LLP, counsel to the Funds, and certain legal matters concerning the issuance of shares of the Funds will be passed upon by counsel to T. Rowe Price, which serves as sponsor and investment adviser of the Funds.
45
AGREEMENTS AND PLANS OF REORGANIZATION
Agreement and Plan of Reorganization
THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made this 4th day of May, 2020, by and between (i) T. Rowe Price Global Funds, Inc., a corporation organized and existing under the laws of Maryland on behalf of its series, T. Rowe Price Institutional International Core Equity Fund (“Acquired Fund”), and (ii) T. Rowe Price International Funds, Inc., a corporation organized and existing under the laws of Maryland on behalf of its series, T. Rowe Price Overseas Stock Fund (“Acquiring Fund”) and each of the Acquiring Fund’s classes, T. Rowe Price Overseas Stock Fund, T. Rowe Price Overseas Stock Fund—Advisor Class, T. Rowe Price Overseas Stock Fund—Z Class, and T. Rowe Price Overseas Stock Fund—I Class. All references in this Agreement to the Acquiring Fund and the Acquired Fund are, as applicable, to the T. Rowe Price Overseas Stock Fund (including each of its classes) and the T. Rowe Price Institutional International Core Equity Fund, respectively, as if this Agreement were executed solely by each such fund.
W I T N E S S E T H:
The Acquiring Fund and the Acquired Fund are each series of an open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”). The Acquired Fund owns securities that are assets of the character in which the Acquiring Fund is permitted to invest. The Acquiring Fund and the Acquired Fund have agreed to combine through the transfer of substantially all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for shares of the T. Rowe Price Overseas Stock Fund—I Class (par value $0.01 per share) of the Acquiring Fund (“Acquiring Fund Shares”) and the distribution of Acquiring Fund Shares to the shareholders of the Acquired Fund in liquidation of the Acquired Fund. The Acquiring Fund wishes to enter into a definitive agreement setting forth the terms and conditions of the foregoing transactions as a “plan of reorganization” and “liquidation” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (“Code”).
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:
1. Assets and Liabilities to be Transferred
A. Reorganization. Prior to the close of regular trading on the New York Stock Exchange (“Exchange”) on the Closing Date (as hereinafter defined), all the assets and liabilities of the Acquired Fund, net of appropriate reserves and those assets and liabilities described in paragraph 1.C. below, shall be delivered as provided in paragraph 2.C. to State Street Bank Corporation, custodian of the Acquiring Fund’s
46
assets (“Custodian”), or, in the case of securities maintained outside of the United States, JPMorgan Chase Bank, London (“Foreign Custodian”), if applicable, in exchange for and against delivery by the Acquiring Fund to the Acquired Fund on the Closing Date of a number of Acquiring Fund Shares (including, if applicable, fractional shares) having an aggregate net asset value equal to the value of the assets of the Acquired Fund so transferred, assigned and delivered, all determined and adjusted as provided in paragraph 1.B. below. Notwithstanding the foregoing, the assets of the Acquired Fund to be acquired by the Acquiring Fund shall constitute at least 90% of the fair market value of the net assets of the Acquired Fund and at least 70% of the fair market value of the gross assets of the Acquired Fund as described on the “Valuation Date” (hereinafter defined).
B. Valuation. The net asset value of shares of the Acquiring Fund and the value of the assets of the Acquired Fund to be transferred shall, in each case, be computed as of the close of regular trading on the Exchange on the Valuation Date (as hereinafter defined). The net asset value of the Acquiring Fund Shares shall be computed in the manner set forth in the Acquiring Fund’s current prospectus and statement of additional information under the Securities Act of 1933 (“1933 Act”) and the 1940 Act. The value of the assets of the Acquired Fund to be transferred shall be computed by the Acquiring Fund in accordance with the policies and procedures of the Acquiring Fund as described in the Acquiring Fund’s current prospectus and statement of additional information under the 1933 Act and the 1940 Act, subject to review and approval by the Acquired Fund and to such adjustments, if any, agreed to by the parties.
C. Excludable Assets and Liabilities. The property and assets of the Acquired Fund to be acquired by the Acquiring Fund shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests, forwards, swaps and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends, interest, principal, subscriptions and other receivables), goodwill and other intangible property, contractual rights and choses in action, copies of all books and records belonging to the Acquired Fund (including all books and records required to be maintained under the 1940 Act), any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date, and all interests, rights, privileges and powers, other than the Acquired Fund’s rights under this Agreement on the Valuation Date as defined in paragraph 2.B, excluding the estimated costs of extinguishing any Excluded Liability (as defined below) and cash in an amount necessary to pay any dividends pursuant to sub-paragraph 10.E (collectively, “Assets”). The Assets of the Acquired Fund shall be delivered to the Acquiring Fund free and clear of all liens, encumbrances, hypothecations and claims whatsoever, and there shall be no restrictions on the full transfer thereof. The Acquiring Fund shall assume only those liabilities, expenses, costs, charges and reserves reflected on the Statement of Assets and Liabilities of the Acquired Fund prepared on behalf of the Acquired Fund, as of the Valuation Date, in accordance with generally accepted accounting principles consistently applied from the
47
prior audited period, except for the Acquired Fund’s Excluded Liabilities (as defined below), if any, pursuant to this Agreement (collectively, “Liabilities”). If prior to the Closing Date, the Acquiring Fund identifies a Liability that the Acquiring Fund and the Acquired Fund mutually agree should not be assumed by the Acquiring Fund, such Liability shall be excluded from the definition of Liabilities hereunder and shall be listed on a Schedule of Excluded Liabilities to be signed by the Acquired Fund and the Acquiring Fund at the Closing (the “Excluded Liabilities”).
2. Definitions
A. Closing and Closing Date. Subject to the terms and conditions hereof, the closing of the transactions contemplated by this Agreement (the “Closing”) shall be conducted at the offices of the Acquiring Fund in Baltimore, Maryland, beginning at 8:00 a.m., eastern time, on September 21, 2020, or at such other place or on such later business day as may be agreed upon by the parties. In the event that on the Valuation Date (i) the Exchange is closed or trading thereon is restricted, or (ii) trading or the reporting of trading on the Exchange or elsewhere is disrupted so that accurate appraisal of the value of the Acquired Fund assets or the net asset value of the Acquiring Fund Shares is impractical, the Closing shall be postponed until the first business day after the first business day when trading on the Exchange or elsewhere shall have been fully resumed and reporting thereon shall have been restored, or such other business day as soon thereafter as may be agreed upon by the parties. The date on which the Closing actually occurs is herein referred to as the “Closing Date.”
B. Valuation Date. The business day next preceding the Closing Date shall be the “Valuation Date.” The stock transfer books of the Acquired Fund will be permanently closed as of the close of business on the Valuation Date. The Acquired Fund shall only accept redemption requests received by it in proper form prior to the close of regular trading on the Exchange on the Valuation Date. Redemption requests received thereafter shall be deemed to be redemption requests for Acquiring Fund shares to be distributed to Acquired Fund shareholders pursuant to the Plan (assuming that the transactions contemplated by this Agreement have been consummated).
C. Delivery. Portfolio securities shall be delivered by the Acquired Fund to the Custodian or the Foreign Custodian, to be held until the Closing for the account of the Acquired Fund, no later than three (3) business days preceding the Closing (“Delivery Date”), duly endorsed in proper form for transfer in such condition as to constitute a good delivery thereof, in accordance with the custom of brokers, and shall be accompanied by all necessary state stock transfer stamps, if any, or a check for the appropriate purchase price thereof. Cash of the Acquired Fund shall be delivered by the Acquired Fund on the Closing Date and shall be in the form of currency or wire transfer in federal funds, payable to the order of the Custodian or the Foreign Custodian. A confirmation for the Acquiring Fund Shares, credited to the account of the Acquired Fund and registered in the name of the Acquired Fund, shall be delivered by the Acquiring Fund to the Acquired Fund at the Closing.
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3. Failure to Deliver Securities. If, on the Delivery Date, the Acquired Fund is unable to make delivery under paragraph 2.C. to the Custodian or the Foreign Custodian of any of the portfolio securities of the Acquired Fund, the Acquiring Fund may waive the delivery requirements of paragraph 2.C. with respect to said undelivered securities, if the Acquired Fund has delivered to the Custodian or the Foreign Custodian by or on the Delivery Date and, with respect to said undelivered securities, such documents in the form of executed copies of an agreement of assignment and escrow agreement and due bills and the like as may be required by the Acquiring Fund or the Custodian or the Foreign Custodian, including brokers’ confirmation slips.
4. Post-Closing Distribution and Liquidation of the Acquired Fund. As soon as practicable after the Closing, the Acquired Fund shall distribute all of the remaining assets thereof to the shareholders of the Acquired Fund. At, or as soon as may be practicable following the Closing Date, the Acquired Fund shall for federal income tax purposes be liquidated and distribute the Acquiring Fund Shares received hereunder by instructing the Acquiring Fund that the pro-rata interest (in full and fractional Acquiring Fund Shares) of each of the holders of record of shares of the Acquired Fund as of the close of business on the Valuation Date as certified by the Acquired Fund’s transfer agent (“Acquired Fund Record Holders”) be registered on the books of the T. Rowe Price Overseas Stock Fund—I Class in the names of each of the Acquired Fund Record Holders. The Acquiring Fund agrees to comply promptly with said instruction. All issued and outstanding shares of the Acquired Fund shall thereupon be redeemed for no value and canceled on the books of the Acquired Fund. The Acquiring Fund shall have no obligation to inquire as to the validity, propriety, or correctness of any such instruction, but shall, in each case, assume that such instruction is valid, proper, and correct. The Acquiring Fund shall record on its books the ownership of Acquiring Fund Shares by Acquired Fund Record Holders. No redemption or repurchase of any Acquiring Fund Shares credited to Acquired Fund Record Holders in respect of the Acquired Fund Shares represented by unsurrendered stock certificates shall be permitted until such certificates have been surrendered to the Custodian for cancellation. Any transfer taxes payable upon issuance of Acquiring Fund Shares in a name other than the name of the Acquired Fund Record Holder on the books of the Acquiring Fund as of the Closing Date shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred.
5. Acquired Fund Securities. The Acquired Fund has provided the Acquiring Fund with a list of all of the Acquired Fund’s portfolio investments as of the date of execution of this Agreement. The Acquired Fund may sell any of these investments and will confer with the Acquiring Fund with respect to investments for the Acquired Fund. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Acquired Fund with a statement of the Acquiring Fund’s investment objectives, policies, and restrictions and a list of the investments, if any, on the list referred to in the first sentence of this paragraph 5 that do not conform to such objectives, policies, and restrictions. In the event that the Acquired Fund holds any
49
investments that the Acquiring Fund may not hold, the Acquired Fund will, consistent with the foregoing and its own policies and restrictions, use its reasonable efforts to dispose of such investments prior to the Closing Date, provided, however, that in no event will the Acquired Fund be required to dispose of assets to an extent which would cause less than 50% of the historical business assets of the Acquired Fund to be transferred to the Acquiring Fund pursuant to this Agreement or to take any action that is inconsistent with paragraph 8.M. below. In addition, if it is determined that the portfolios of the Acquired Fund and the Acquiring Fund, when aggregated, would contain any investments exceeding certain percentage limitations applicable to the Acquiring Fund with respect to such investments, the Acquired Fund will, if requested by the Acquiring Fund, in a manner consistent with the foregoing and its own policies and restrictions, use its reasonable efforts to dispose of an amount of such investments sufficient to avoid violating such limitations as of the Closing Date. On the Delivery Date, the Acquired Fund shall deliver to the Acquiring Fund a list setting forth the securities then owned by the Acquired Fund (“Securities List”), which shall be prepared in accordance with the requirements of the Code and the regulations promulgated thereunder for specific identification tax lot accounting and which shall clearly reflect the basis used for determination of gain and loss realized on the partial sale of any security transferred to the Acquiring Fund. The records from which the Securities List will be prepared shall be made available by the Acquired Fund prior to the Closing Date for inspection by the Acquiring Fund’s treasurer or his designee or the auditors of the Acquiring Fund upon reasonable request.
6. Expenses. Each of the Acquiring Fund and the Acquired Fund shall be responsible for its own expenses (including legal, audit, printing and mailing, brokerage commissions and other transaction costs, taxes, and nonrecurring extraordinary items) incurred in connection with the carrying-out of this Agreement.
7. Legal Opinions.
A. Opinion of Acquired Fund Counsel. At the Closing, the Acquired Fund shall furnish the Acquiring Fund with such written opinions (including opinions as to certain federal income tax matters) of Willkie Farr & Gallagher LLP, and the factual representations supporting such opinions which shall be, in form and substance reasonably satisfactory to the Acquiring Fund. The requirement to obtain this opinion may not be waived.
B. Opinion of Acquiring Fund Counsel. At the Closing, the Acquiring Fund shall furnish the Acquired Fund with a written opinion of Willkie Farr & Gallagher LLP, and the factual representations supporting such opinions which shall be, in form and substance reasonably satisfactory to the Acquired Fund.
8. Acquired Fund Representations, Warranties, and Covenants. The Acquired Fund hereby represents and warrants to the Acquiring Fund, and covenants and agrees with the Acquiring Fund:
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A. that the audited statement of assets and liabilities, including the schedule of portfolio investments, and the related statement of operations and statement of changes in net assets of the Acquired Fund as of October 31, 2019, and for the year then ended heretofore delivered to the Acquiring Fund were prepared in accordance with generally accepted accounting principles, reflect all liabilities of the Acquired Fund, whether accrued or contingent, which are required to be reflected or reserved against in accordance with generally accepted accounting principles, and present fairly the financial position and results of operations of the Acquired Fund as of said date and for the period covered thereby;
B. that the Acquired Fund will furnish to the Acquiring Fund an unaudited statement of assets and liabilities, including the schedule of portfolio investments (or a statement of net assets in lieu of a statement of assets and liabilities and a schedule of portfolio investments), and the related statement of operations and statement of changes in net assets of the Acquired Fund for the period commencing on the date following the date specified in paragraph 8.A. above and ending on April 30, 2020. These financial statements will be prepared in accordance with generally accepted accounting principles and will reflect all liabilities of the Acquired Fund, whether accrued or contingent, which are required to be reflected or reserved against in accordance with generally accepted accounting principles, will present fairly the financial position and results of operations of the Acquired Fund as of the dates of such statements and for the periods covered thereby;
C. that there are no legal, administrative, or other proceedings pending or, to the knowledge of the Acquired Fund, overtly threatened against the Acquired Fund which would individually or in the aggregate materially affect the financial condition of the Acquired Fund or the Acquiring Fund’s ability to consummate the transactions contemplated hereby;
D. that the execution and delivery of this Agreement by the Acquired Fund and the consummation of the transactions contemplated herein have been authorized by the Board of Directors of the Acquired Fund by vote taken at a meeting of the Board of Directors of the Acquired Fund duly called and held on May 4, 2020, and that approval by the Acquired Fund’s shareholders of this Agreement or the consummation of the transactions contemplated herein is not required under applicable Maryland and federal law;
E. that from the date of this Agreement through the Closing Date, there shall not have been:
(1) any material change in the business, results of operations, assets, or financial condition or the manner of conducting the business of the Acquired Fund (other than changes in the ordinary course of its business or relating to the transactions contemplated by this Agreement, including, without limitation, dividends and distributions in the ordinary course, changes in the net asset value per share, redemptions
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in the ordinary course of business, and changes in sales volume), which has had a material adverse effect on such business, results of operations, assets, or financial condition, except in all instances as set forth in the financial statements of the Acquired Fund referred to in paragraphs 8.A. and 8.B. above;
(2) any loss (whether or not covered by insurance) suffered by the Acquired Fund materially and adversely affecting the assets of the Acquired Fund, other than depreciation of securities;
(3) issued any option to purchase or other right to acquire stock of the Acquired Fund of any class granted by the Acquired Fund to any person (excluding sales in the ordinary course and a dividend reinvestment program);
(4) any indebtedness incurred by the Acquired Fund for borrowed money or any commitment to borrow money entered into by the Acquired Fund, except as provided in the current prospectus and statement of additional information of the Acquired Fund or so long as it will not prevent the Acquired Fund from complying with paragraph 8.I.;
(5) any amendment to the Articles of Incorporation or By-Laws of the Acquired Fund except to effectuate the transactions contemplated hereunder or otherwise as disclosed in writing to the Acquiring Fund; or
(6) any grant or imposition of any lien, claim, charge, or encumbrance upon any asset of the Acquired Fund except as provided in the current prospectus and statement of additional information of the Acquired Fund or so long as it will not prevent the Acquired Fund from complying with paragraph 8.I.;
F. that there are no material contracts outstanding to which the Acquired Fund is bound other than as disclosed to the Acquiring Fund;
G. that the Acquired Fund has filed all federal, state, and local tax returns and reports required by law to have been filed, that all federal, state and local income, franchise, property, sales, employment, or other taxes payable pursuant to such returns and reports have been paid so far as due, or provision has been made for the payment thereof, and that, to the knowledge of the Acquired Fund, no such return is currently under audit and no assessment has been asserted with respect to any such return other than with respect to all such matters which are not material individually or in the aggregate;
H. that, as promptly as practicable, but in any case within 60 days after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund with a statement of the earnings and profits of the Acquired Fund for federal income tax purposes;
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I. that on the Closing Date the Acquired Fund will have good and marketable title to the assets of the Acquired Fund to be conveyed hereunder, free and clear of all liens, mortgages, pledges, encumbrances, charges, claims, and equities whatsoever, and full right, power, and authority to sell, assign, transfer, and deliver such assets and shall deliver such assets to the Acquiring Fund as set forth in paragraph 1.A. hereof. Upon delivery of such assets, the Acquiring Fund will receive good and marketable title to such assets, free and clear of all liens, mortgages, pledges, encumbrances, charges, claims, and equities, except as to adverse claims of which the Acquiring Fund has notice at or prior to the time of delivery. Except as set forth on the Securities List, none of the securities comprising the assets of the Acquired Fund will be “restricted securities” under the 1933 Act or the rules and regulations of the Securities and Exchange Commission (“Commission”) thereunder;
J. that the Information Statement/Prospectus (hereinafter defined) at the time of delivery by the Acquired Fund to all shareholders of record on June 30, 2020, to notify shareholders of this transaction, on the Closing Date and at the time of the liquidation of the Acquired Fund set forth in paragraph 4. above, as amended or as supplemented if it shall have been amended or supplemented, will conform in all material respects to the applicable requirements of the 1933 Act, the Securities Exchange Act of 1934 (“1934 Act”) and the 1940 Act and the rules and regulations of the Commission thereunder, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading, except that no representations or warranties in this section apply to statements or omissions which are based on written information furnished by the Acquiring Fund to the Acquired Fund;
K. that the Acquired Fund is not, and the execution, delivery, and performance of this Agreement will not result, in a material violation of any provision of its Articles of Incorporation or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquired Fund is a party or by which it is bound and that this Agreement constitutes a valid and legally binding obligation of the Acquired Fund, enforceable against the Acquired Fund in accordance with its terms, except as enforceability may be affected by bankruptcy laws, laws affecting creditors generally, and general principles of equity;
L. that the Acquired Fund will take all actions within its control necessary to cause the exchange of Acquiring Fund Shares for assets of the Acquired Fund made under this Agreement to qualify, as of and after the Closing, as a reorganization within the meaning of Section 368(a) of the Code; and
M. that the Acquired Fund is registered with the Commission under the 1940 Act, classified as a management investment company, and subclassified as an open-end company.
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9. Acquiring Fund Representations, Warranties, and Covenants. The Acquiring Fund hereby represents and warrants to the Acquired Fund, and covenants and agrees with the Acquired Fund:
A. that the audited statement of assets and liabilities, including the schedule of portfolio investments, and the related statement of operations and statement of changes in net assets of the Acquiring Fund as of October 31, 2019, and for the year then ended heretofore delivered to the Acquired Fund were prepared in accordance with generally accepted accounting principles, reflect all liabilities of the Acquiring Fund, whether accrued or contingent, which are required to be reflected or reserved against in accordance with generally accepted accounting principles, and present fairly the financial position and results of operations of the Acquiring Fund as of said date and for the period covered thereby;
B. that there are no legal, administrative, or other proceedings pending or, to its knowledge, overtly threatened against the Acquiring Fund which would individually or in the aggregate materially affect the financial condition of the Acquiring Fund’s ability to consummate the transactions contemplated hereby;
C. that the execution and delivery of this Agreement by the Acquiring Fund and the consummation of the transactions contemplated herein have been authorized by the Board of Directors of the Acquiring Fund by vote taken at a meeting of the Board of Directors of the Acquiring Fund duly called and held on May 4, 2020, and that approval by the Acquiring Fund’s shareholders of this Agreement or the consummation of the transactions contemplated herein is not required under applicable Maryland and federal law;
D. that from the date of this Agreement through the Closing Date, there shall not have been any material change in the business, results of operations, assets, or financial condition or the manner of conducting the business of the Acquiring Fund (other than changes in the ordinary course of its business, including, without limitation, dividends and distributions in the ordinary course, changes in the net asset value per share, redemptions in the ordinary course of business, and changes in sales volume), which has had an adverse material effect on such business, results of operations, assets, or financial condition, except in all instances as set forth in the financial statements of the Acquiring Fund referred to in paragraph 9.A. and 9.B. above;
E. that the Acquiring Fund is registered with the Commission under the 1940 Act, classified as a management investment company, and subclassified as an open-end diversified company;
F. that the shares of the Acquiring Fund to be issued pursuant to paragraph 1.A. will be duly registered under the 1933 Act by the Registration Statement (hereinafter defined) in effect on the Closing Date and at the time of the liquidation of the Acquired Fund set forth in paragraph 4. above;
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G. that the Acquiring Fund Shares are duly authorized and validly issued and are fully paid, nonassessable, and free of any preemptive rights and conform in all material respects to the description thereof contained in the Information Statement/Prospectus as in effect on the Closing Date and at the time of the liquidation of the Acquired Fund set forth in paragraph 4. above;
H. that the Acquiring Fund is not, and the execution, delivery, and performance of this Agreement will not result, in a material violation of any provision of the Acquiring Fund’s Articles of Incorporation or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound, and that this Agreement constitutes a valid and legally binding obligation of the Acquiring Fund, enforceable against the Acquiring Fund in accordance with its terms, except as enforceability may be affected by bankruptcy laws, laws affecting creditors generally, and general principles of equity;
I. that the Acquiring Fund will take all actions within its control necessary to cause the exchange of Acquiring Fund Shares for assets of the Acquired Fund made under this Agreement to qualify, as of and after the Closing, as a reorganization within the meaning of Section 368(a) of the Code;
J. that the Acquiring Fund has filed all federal, state, and local tax returns and reports required by law to have been filed, that all federal, state, and local income, franchise, property, sales, employment, or other taxes payable pursuant to such returns and reports have been paid so far as due, or provision has been made for the payment thereof, and that, to the knowledge of the Acquiring Fund, no such return is currently under audit and no assessment has been asserted with respect to any such return, other than with respect to all such matters those which are not material individually or in the aggregate;
K. that the Information Statement/Prospectus at the time of delivery by the Acquired Fund to its shareholders to inform shareholders of this transaction, on the Closing Date and at the liquidation of the Acquired Fund set forth in paragraph 4. above, as amended or as supplemented if it shall have been amended or supplemented, and the Registration Statement on the effective date thereof, on the Closing Date and at the liquidation of the Acquired Fund set forth in paragraph 4. above, will conform in all material respects to the applicable requirements of the 1933 Act, the 1934 Act, and the 1940 Act and the rules and regulations of the Commission thereunder, and will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading, except that no representations or warranties in this section apply to statements or omissions which are based on written information furnished by the Acquired Fund to the Acquiring Fund; and
L. the current prospectus and statement of additional information of the Acquiring Fund (copies of which are available) conform in all material respects to
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the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.
10. Certain Conditions.
Unless waived by the parties in writing in their sole discretion, all obligations of the parties hereunder are subject to the fulfillment, prior to or at the Closing, of each of the following conditions:
A. Registration Statement and Information Statement/Prospectus. The Acquiring Fund will file a registration statement on Form N-14 with the Commission under the 1933 Act in order to register the Acquiring Fund Shares to be issued hereunder. Such registration statement in the form in which it shall become effective and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, such registration statement as amended, is referred to herein as the “Registration Statement.” The Acquired Fund will file a preliminary Information Statement with the Commission under the 1940 Act and the 1933 Act, relating to this Agreement and the transactions herein contemplated, in the form of a combined Information Statement and prospectus and related statement of additional information included in the Registration Statement. The combined Information Statement and prospectus and related statement of additional information that is first filed pursuant to Rule 497(b) under the 1933 Act is referred to herein as the “Information Statement/Prospectus.” The Acquiring Fund and the Acquired Fund each will exert reasonable efforts to cause the Registration Statement to become effective under the 1933 Act as soon as practical and agree to cooperate in such efforts. The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act. Upon effectiveness of the Registration Statement, the Acquired Fund will cause the Information Statement/Prospectus to be delivered to the shareholders of the Acquired Fund of record, in sufficient time to comply with requirements as to notice thereof, the Information Statement/Prospectus, which complies in all material respects with the applicable provisions of Section 14(c) of the 1934 Act, and the rules and regulations thereunder.
B. Pending or Threatened Proceedings. On the Closing Date, no action, suit, or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein.
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C. Appropriate Articles. The Acquired Fund shall execute and cause to be filed with the Maryland State Department of Assessments and Taxation, such articles of transfer, articles supplementary or other documents, as necessary to eliminate designation of the Acquired Fund, as appropriate.
D. Declaration of Dividend. The Acquired Fund shall have declared a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the Acquired Fund shareholders all of the investment company taxable income and realized capital gain for all taxable periods of the Acquired Fund which are required to be distributed to avoid federal income or excise tax applicable to regulated investment companies.
E. State Securities Laws. The parties shall have received all permits and other authorizations necessary under state securities laws to consummate the transactions contemplated herein.
F. Performance of Covenants. Each party shall have performed and complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Valuation Date and the Closing Date.
G. Representations and Warranties. The representations and warranties of each party set forth in this Agreement will be true and correct on the Closing Date, and each party shall deliver to the other a certificate of a duly authorized officer of such party to that effect.
11. Notices. All notices, requests, instructions, and demands in the course of the transactions herein contemplated shall be in writing addressed to the respective parties as follows and shall be deemed given: (i) on the next day if sent by prepaid overnight courier and (ii) on the same day if given by hand delivery or telecopy.
If to the Acquiring Fund or Acquired Fund:
David Oestreicher, Esquire
T. Rowe
Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Fax
Number (410) 345-6575
with a copy to:
Margery
K. Neale, Esquire
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New
York, New York 10019
Fax Number (212) 728-9138
or to such other address as the parties from time to time may designate by written notice to all other parties hereto.
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12. Termination and Postponement.
A. This Agreement may be terminated or postponed by the Acquiring Fund or the Acquired Fund at any time, before or after approval by the shareholders of the Acquired Fund, upon the giving of written notice to the other, if the conditions specified in paragraphs 8., 9., and 10. have not been performed or do not exist on or before December 31, 2020 or to the extent permitted by law.
B. In the event of termination of this Agreement pursuant to paragraph 12.A. of this Agreement, neither party (nor its officers, or directors) shall have any liability to the other.
13. Exhibits. All Exhibits shall be considered as part of this Agreement.
14. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. It shall be governed by, construed, and enforced in accordance with the laws of the State of Maryland. The Acquired Fund and the Acquiring Fund represent and warrant to each other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. The Acquired Fund and the Acquiring Fund agree that no party has made any representation, warranty, or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties as to the subject matter hereof. The representations, warranties, and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder for a period of three years thereafter. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement shall be executed in any number of counterparts, each of which shall be deemed an original. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. Whenever used herein, the use of any gender shall include all genders.
15. Amendments. The Acquired Fund and the Acquiring Fund by mutual consent of their Boards of Directors or authorized committees or officers may amend this Agreement in such manner as may be agreed upon.
16. Waiver. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.
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17. Liability.
A. The Acquired Fund and the Acquiring Fund acknowledge and agree that all obligations of the Acquired Fund under this Agreement are binding only with respect to the Acquired Fund; that any liability of the Acquired Fund under this Agreement or in connection with the transactions contemplated herein shall be discharged only out of the assets of the Acquired Fund.
B. The Acquiring Fund and the Acquired Fund acknowledge and agree that all obligations of the Acquiring Fund under this Agreement are binding only with respect to the Acquiring Fund; that any liability of the Acquiring Fund under this Agreement or in connection with the transactions contemplated herein shall be discharged only out of the assets of the Acquiring Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and by their officers thereunto duly authorized, as of the day and year first above written.
WITNESS: |
T. ROWE PRICE INTERNATIONAL FUNDS, INC., on behalf of the T. Rowe Price Overseas Stock Fund |
/s/Shannon
Hofher Rauser
|
By
/s/Fran Pollack-Matz
|
WITNESS: |
T. ROWE PRICE GLOBAL FUNDS, INC., on behalf of the T. Rowe Price Institutional International Core Equity Fund |
/s/Shannon Hofher Rauser
|
By /s/David Oestreicher
|
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Agreement and Plan of Reorganization
THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made this 4th day of May, 2020, by and between (i) T. Rowe Price Global Funds, Inc., a corporation organized and existing under the laws of Maryland on behalf of its series, T. Rowe Price Institutional International Growth Equity Fund (“Acquired Fund”), and (ii) T. Rowe Price International Funds, Inc., a corporation organized and existing under the laws of Maryland on behalf of its series, T. Rowe Price International Stock Fund (“Acquiring Fund”) and each of the Acquiring Fund’s classes, 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 International Stock Fund—Z Class, and T. Rowe Price International Stock Fund—I Class. All references in this Agreement to the Acquiring Fund and the Acquired Fund are, as applicable, to the T. Rowe Price International Stock Fund (including each of its classes) and the T. Rowe Price Institutional International Growth Equity Fund, respectively, as if this Agreement were executed solely by each such fund.
W I T N E S S E T H:
The Acquiring Fund and the Acquired Fund are each series of an open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”). The Acquired Fund owns securities that are assets of the character in which the Acquiring Fund is permitted to invest. The Acquiring Fund and the Acquired Fund have agreed to combine through the transfer of substantially all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for shares of the T. Rowe Price International Stock Fund—I Class (par value $0.01 per share) of the Acquiring Fund (“Acquiring Fund Shares”) and the distribution of Acquiring Fund Shares to the shareholders of the Acquired Fund in liquidation of the Acquired Fund. The Acquiring Fund wishes to enter into a definitive agreement setting forth the terms and conditions of the foregoing transactions as a “plan of reorganization” and “liquidation” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (“Code”).
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:
1. Assets and Liabilities to be Transferred
A. Reorganization. Prior to the close of regular trading on the New York Stock Exchange (“Exchange”) on the Closing Date (as hereinafter defined), all the assets and liabilities of the Acquired Fund, net of appropriate reserves and those assets and liabilities described in paragraph 1.C. below, shall be delivered as provided in paragraph 2.C. to State Street Bank Corporation, custodian of the Acquiring Fund’s assets (“Custodian”), or, in the case of securities maintained outside of the United States, JPMorgan Chase Bank, London (“Foreign Custodian”), if applicable, in exchange for and against delivery by the Acquiring Fund to the Acquired Fund on the
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Closing Date of a number of Acquiring Fund Shares (including, if applicable, fractional shares) having an aggregate net asset value equal to the value of the assets of the Acquired Fund so transferred, assigned and delivered, all determined and adjusted as provided in paragraph 1.B. below. Notwithstanding the foregoing, the assets of the Acquired Fund to be acquired by the Acquiring Fund shall constitute at least 90% of the fair market value of the net assets of the Acquired Fund and at least 70% of the fair market value of the gross assets of the Acquired Fund as described on the “Valuation Date” (hereinafter defined).
B. Valuation. The net asset value of shares of the Acquiring Fund and the value of the assets of the Acquired Fund to be transferred shall, in each case, be computed as of the close of regular trading on the Exchange on the Valuation Date (as hereinafter defined). The net asset value of the Acquiring Fund Shares shall be computed in the manner set forth in the Acquiring Fund’s current prospectus and statement of additional information under the Securities Act of 1933 (“1933 Act”) and the 1940 Act. The value of the assets of the Acquired Fund to be transferred shall be computed by the Acquiring Fund in accordance with the policies and procedures of the Acquiring Fund as described in the Acquiring Fund’s current prospectus and statement of additional information under the 1933 Act and the 1940 Act, subject to review and approval by the Acquired Fund and to such adjustments, if any, agreed to by the parties.
C. Excludable Assets and Liabilities. The property and assets of the Acquired Fund to be acquired by the Acquiring Fund shall consist of all assets and property, including, without limitation, all rights, cash, securities, commodities and futures interests, forwards, swaps and other financial instruments, claims (whether absolute or contingent, known or unknown), receivables (including dividends, interest, principal, subscriptions and other receivables), goodwill and other intangible property, contractual rights and choses in action, copies of all books and records belonging to the Acquired Fund (including all books and records required to be maintained under the 1940 Act), any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date, and all interests, rights, privileges and powers, other than the Acquired Fund’s rights under this Agreement on the Valuation Date as defined in paragraph 2.B, excluding the estimated costs of extinguishing any Excluded Liability (as defined below) and cash in an amount necessary to pay any dividends pursuant to sub-paragraph 10.E (collectively, “Assets”). The Assets of the Acquired Fund shall be delivered to the Acquiring Fund free and clear of all liens, encumbrances, hypothecations and claims whatsoever, and there shall be no restrictions on the full transfer thereof. The Acquiring Fund shall assume only those liabilities, expenses, costs, charges and reserves reflected on the Statement of Assets and Liabilities of the Acquired Fund prepared on behalf of the Acquired Fund, as of the Valuation Date, in accordance with generally accepted accounting principles consistently applied from the prior audited period, except for the Acquired Fund’s Excluded Liabilities (as defined below), if any, pursuant to this Agreement (collectively, “Liabilities”). If prior to the Closing Date, the Acquiring Fund identifies a Liability that the Acquiring Fund and the
61
Acquired Fund mutually agree should not be assumed by the Acquiring Fund, such Liability shall be excluded from the definition of Liabilities hereunder and shall be listed on a Schedule of Excluded Liabilities to be signed by the Acquired Fund and the Acquiring Fund at the Closing (the “Excluded Liabilities”).
2. Definitions
A. Closing and Closing Date. Subject to the terms and conditions hereof, the closing of the transactions contemplated by this Agreement (the “Closing”) shall be conducted at the offices of the Acquiring Fund in Baltimore, Maryland, beginning at 8:00 a.m., eastern time, on October 5, 2020, or at such other place or on such later business day as may be agreed upon by the parties. In the event that on the Valuation Date (i) the Exchange is closed or trading thereon is restricted, or (ii) trading or the reporting of trading on the Exchange or elsewhere is disrupted so that accurate appraisal of the value of the Acquired Fund assets or the net asset value of the Acquiring Fund Shares is impractical, the Closing shall be postponed until the first business day after the first business day when trading on the Exchange or elsewhere shall have been fully resumed and reporting thereon shall have been restored, or such other business day as soon thereafter as may be agreed upon by the parties. The date on which the Closing actually occurs is herein referred to as the “Closing Date.”
B. Valuation Date. The business day next preceding the Closing Date shall be the “Valuation Date.” The stock transfer books of the Acquired Fund will be permanently closed as of the close of business on the Valuation Date. The Acquired Fund shall only accept redemption requests received by it in proper form prior to the close of regular trading on the Exchange on the Valuation Date. Redemption requests received thereafter shall be deemed to be redemption requests for Acquiring Fund shares to be distributed to Acquired Fund shareholders pursuant to the Plan (assuming that the transactions contemplated by this Agreement have been consummated).
C. Delivery. Portfolio securities shall be delivered by the Acquired Fund to the Custodian or the Foreign Custodian, to be held until the Closing for the account of the Acquired Fund, no later than three (3) business days preceding the Closing (“Delivery Date”), duly endorsed in proper form for transfer in such condition as to constitute a good delivery thereof, in accordance with the custom of brokers, and shall be accompanied by all necessary state stock transfer stamps, if any, or a check for the appropriate purchase price thereof. Cash of the Acquired Fund shall be delivered by the Acquired Fund on the Closing Date and shall be in the form of currency or wire transfer in federal funds, payable to the order of the Custodian or the Foreign Custodian. A confirmation for the Acquiring Fund Shares, credited to the account of the Acquired Fund and registered in the name of the Acquired Fund, shall be delivered by the Acquiring Fund to the Acquired Fund at the Closing.
3. Failure to Deliver Securities. If, on the Delivery Date, the Acquired Fund is unable to make delivery under paragraph 2.C. to the Custodian or the Foreign Custodian of any of the portfolio securities of the Acquired Fund, the Acquiring Fund
62
may waive the delivery requirements of paragraph 2.C. with respect to said undelivered securities, if the Acquired Fund has delivered to the Custodian or the Foreign Custodian by or on the Delivery Date and, with respect to said undelivered securities, such documents in the form of executed copies of an agreement of assignment and escrow agreement and due bills and the like as may be required by the Acquiring Fund or the Custodian or the Foreign Custodian, including brokers’ confirmation slips.
4. Post-Closing Distribution and Liquidation of the Acquired Fund. As soon as practicable after the Closing, the Acquired Fund shall distribute all of the remaining assets thereof to the shareholders of the Acquired Fund. At, or as soon as may be practicable following the Closing Date, the Acquired Fund shall for federal income tax purposes be liquidated and distribute the Acquiring Fund Shares received hereunder by instructing the Acquiring Fund that the pro-rata interest (in full and fractional Acquiring Fund Shares) of each of the holders of record of shares of the Acquired Fund as of the close of business on the Valuation Date as certified by the Acquired Fund’s transfer agent (“Acquired Fund Record Holders”) be registered on the books of the T. Rowe Price International Stock Fund—I Class in the names of each of the Acquired Fund Record Holders. The Acquiring Fund agrees to comply promptly with said instruction. All issued and outstanding shares of the Acquired Fund shall thereupon be redeemed for no value and canceled on the books of the Acquired Fund. The Acquiring Fund shall have no obligation to inquire as to the validity, propriety, or correctness of any such instruction, but shall, in each case, assume that such instruction is valid, proper, and correct. The Acquiring Fund shall record on its books the ownership of Acquiring Fund Shares by Acquired Fund Record Holders. No redemption or repurchase of any Acquiring Fund Shares credited to Acquired Fund Record Holders in respect of the Acquired Fund Shares represented by unsurrendered stock certificates shall be permitted until such certificates have been surrendered to the Custodian for cancellation. Any transfer taxes payable upon issuance of Acquiring Fund Shares in a name other than the name of the Acquired Fund Record Holder on the books of the Acquiring Fund as of the Closing Date shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred.
5. Acquired Fund Securities. The Acquired Fund has provided the Acquiring Fund with a list of all of the Acquired Fund’s portfolio investments as of the date of execution of this Agreement. The Acquired Fund may sell any of these investments and will confer with the Acquiring Fund with respect to investments for the Acquired Fund. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Acquired Fund with a statement of the Acquiring Fund’s investment objectives, policies, and restrictions and a list of the investments, if any, on the list referred to in the first sentence of this paragraph 5 that do not conform to such objectives, policies, and restrictions. In the event that the Acquired Fund holds any investments that the Acquiring Fund may not hold, the Acquired Fund will, consistent with the foregoing and its own policies and restrictions, use its reasonable efforts to dispose of such investments prior to the Closing Date, provided, however, that in no
63
event will the Acquired Fund be required to dispose of assets to an extent which would cause less than 50% of the historical business assets of the Acquired Fund to be transferred to the Acquiring Fund pursuant to this Agreement or to take any action that is inconsistent with paragraph 8.M. below. In addition, if it is determined that the portfolios of the Acquired Fund and the Acquiring Fund, when aggregated, would contain any investments exceeding certain percentage limitations applicable to the Acquiring Fund with respect to such investments, the Acquired Fund will, if requested by the Acquiring Fund, in a manner consistent with the foregoing and its own policies and restrictions, use its reasonable efforts to dispose of an amount of such investments sufficient to avoid violating such limitations as of the Closing Date. On the Delivery Date, the Acquired Fund shall deliver to the Acquiring Fund a list setting forth the securities then owned by the Acquired Fund (“Securities List”), which shall be prepared in accordance with the requirements of the Code and the regulations promulgated thereunder for specific identification tax lot accounting and which shall clearly reflect the basis used for determination of gain and loss realized on the partial sale of any security transferred to the Acquiring Fund. The records from which the Securities List will be prepared shall be made available by the Acquired Fund prior to the Closing Date for inspection by the Acquiring Fund’s treasurer or his designee or the auditors of the Acquiring Fund upon reasonable request.
6. Expenses. Each of the Acquiring Fund and the Acquired Fund shall be responsible for its own expenses (including legal, audit, printing and mailing, brokerage commissions and other transaction costs, taxes, and nonrecurring extraordinary items) incurred in connection with the carrying-out of this Agreement.
7. Legal Opinions.
A. Opinion of Acquired Fund Counsel. At the Closing, the Acquired Fund shall furnish the Acquiring Fund with such written opinions (including opinions as to certain federal income tax matters) of Willkie Farr & Gallagher LLP, and the factual representations supporting such opinions which shall be, in form and substance reasonably satisfactory to the Acquiring Fund. The requirement to obtain this opinion may not be waived.
B. Opinion of Acquiring Fund Counsel. At the Closing, the Acquiring Fund shall furnish the Acquired Fund with a written opinion of Willkie Farr & Gallagher LLP, and the factual representations supporting such opinions which shall be, in form and substance reasonably satisfactory to the Acquired Fund.
8. Acquired Fund Representations, Warranties, and Covenants. The Acquired Fund hereby represents and warrants to the Acquiring Fund, and covenants and agrees with the Acquiring Fund:
A. that the audited statement of assets and liabilities, including the schedule of portfolio investments, and the related statement of operations and statement of changes in net assets of the Acquired Fund as of October 31, 2019, and for the year then ended heretofore delivered to the Acquiring Fund were prepared in
64
accordance with generally accepted accounting principles, reflect all liabilities of the Acquired Fund, whether accrued or contingent, which are required to be reflected or reserved against in accordance with generally accepted accounting principles, and present fairly the financial position and results of operations of the Acquired Fund as of said date and for the period covered thereby;
B. that the Acquired Fund will furnish to the Acquiring Fund an unaudited statement of assets and liabilities, including the schedule of portfolio investments (or a statement of net assets in lieu of a statement of assets and liabilities and a schedule of portfolio investments), and the related statement of operations and statement of changes in net assets of the Acquired Fund for the period commencing on the date following the date specified in paragraph 8.A. above and ending on April 30, 2020. These financial statements will be prepared in accordance with generally accepted accounting principles and will reflect all liabilities of the Acquired Fund, whether accrued or contingent, which are required to be reflected or reserved against in accordance with generally accepted accounting principles, will present fairly the financial position and results of operations of the Acquired Fund as of the dates of such statements and for the periods covered thereby;
C. that there are no legal, administrative, or other proceedings pending or, to the knowledge of the Acquired Fund, overtly threatened against the Acquired Fund which would individually or in the aggregate materially affect the financial condition of the Acquired Fund or the Acquiring Fund’s ability to consummate the transactions contemplated hereby;
D. that the execution and delivery of this Agreement by the Acquired Fund and the consummation of the transactions contemplated herein have been authorized by the Board of Directors of the Acquired Fund by vote taken at a meeting of the Board of Directors of the Acquired Fund duly called and held on May 4, 2020, and that approval by the Acquired Fund’s shareholders of this Agreement or the consummation of the transactions contemplated herein is not required under applicable Maryland and federal law;
E. that from the date of this Agreement through the Closing Date, there shall not have been:
(1) any material change in the business, results of operations, assets, or financial condition or the manner of conducting the business of the Acquired Fund (other than changes in the ordinary course of its business or relating to the transactions contemplated by this Agreement, including, without limitation, dividends and distributions in the ordinary course, changes in the net asset value per share, redemptions in the ordinary course of business, and changes in sales volume), which has had a material adverse effect on such business, results of operations, assets, or financial condition, except in all instances as set forth in the financial
65
statements of the Acquired Fund referred to in paragraphs 8.A. and 8.B. above;
(2) any loss (whether or not covered by insurance) suffered by the Acquired Fund materially and adversely affecting the assets of the Acquired Fund, other than depreciation of securities;
(3) issued any option to purchase or other right to acquire stock of the Acquired Fund of any class granted by the Acquired Fund to any person (excluding sales in the ordinary course and a dividend reinvestment program);
(4) any indebtedness incurred by the Acquired Fund for borrowed money or any commitment to borrow money entered into by the Acquired Fund, except as provided in the current prospectus and statement of additional information of the Acquired Fund or so long as it will not prevent the Acquired Fund from complying with paragraph 8.I.;
(5) any amendment to the Articles of Incorporation or By-Laws of the Acquired Fund except to effectuate the transactions contemplated hereunder or otherwise as disclosed in writing to the Acquiring Fund; or
(6) any grant or imposition of any lien, claim, charge, or encumbrance upon any asset of the Acquired Fund except as provided in the current prospectus and statement of additional information of the Acquired Fund or so long as it will not prevent the Acquired Fund from complying with paragraph 8.I.;
F. that there are no material contracts outstanding to which the Acquired Fund is bound other than as disclosed to the Acquiring Fund;
G. that the Acquired Fund has filed all federal, state, and local tax returns and reports required by law to have been filed, that all federal, state and local income, franchise, property, sales, employment, or other taxes payable pursuant to such returns and reports have been paid so far as due, or provision has been made for the payment thereof, and that, to the knowledge of the Acquired Fund, no such return is currently under audit and no assessment has been asserted with respect to any such return other than with respect to all such matters which are not material individually or in the aggregate;
H. that, as promptly as practicable, but in any case within 60 days after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund with a statement of the earnings and profits of the Acquired Fund for federal income tax purposes;
I. that on the Closing Date the Acquired Fund will have good and marketable title to the assets of the Acquired Fund to be conveyed hereunder, free and clear of all liens, mortgages, pledges, encumbrances, charges, claims, and equities
66
whatsoever, and full right, power, and authority to sell, assign, transfer, and deliver such assets and shall deliver such assets to the Acquiring Fund as set forth in paragraph 1.A. hereof. Upon delivery of such assets, the Acquiring Fund will receive good and marketable title to such assets, free and clear of all liens, mortgages, pledges, encumbrances, charges, claims, and equities, except as to adverse claims of which the Acquiring Fund has notice at or prior to the time of delivery. Except as set forth on the Securities List, none of the securities comprising the assets of the Acquired Fund will be “restricted securities” under the 1933 Act or the rules and regulations of the Securities and Exchange Commission (“Commission”) thereunder;
J. that the Information Statement/Prospectus (hereinafter defined) at the time of delivery by the Acquired Fund to all shareholders of record on June 30, 2020, to notify shareholders of this transaction, on the Closing Date and at the time of the liquidation of the Acquired Fund set forth in paragraph 4. above, as amended or as supplemented if it shall have been amended or supplemented, will conform in all material respects to the applicable requirements of the 1933 Act, the Securities Exchange Act of 1934 (“1934 Act”) and the 1940 Act and the rules and regulations of the Commission thereunder, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading, except that no representations or warranties in this section apply to statements or omissions which are based on written information furnished by the Acquiring Fund to the Acquired Fund;
K. that the Acquired Fund is not, and the execution, delivery, and performance of this Agreement will not result, in a material violation of any provision of its Articles of Incorporation or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquired Fund is a party or by which it is bound and that this Agreement constitutes a valid and legally binding obligation of the Acquired Fund, enforceable against the Acquired Fund in accordance with its terms, except as enforceability may be affected by bankruptcy laws, laws affecting creditors generally, and general principles of equity;
L. that the Acquired Fund will take all actions within its control necessary to cause the exchange of Acquiring Fund Shares for assets of the Acquired Fund made under this Agreement to qualify, as of and after the Closing, as a reorganization within the meaning of Section 368(a) of the Code; and
M. that the Acquired Fund is registered with the Commission under the 1940 Act, classified as a management investment company, and subclassified as an open-end company.
9. Acquiring Fund Representations, Warranties, and Covenants. The Acquiring Fund hereby represents and warrants to the Acquired Fund, and covenants and agrees with the Acquired Fund:
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A. that the audited statement of assets and liabilities, including the schedule of portfolio investments, and the related statement of operations and statement of changes in net assets of the Acquiring Fund as of October 31, 2019, and for the year then ended heretofore delivered to the Acquired Fund were prepared in accordance with generally accepted accounting principles, reflect all liabilities of the Acquiring Fund, whether accrued or contingent, which are required to be reflected or reserved against in accordance with generally accepted accounting principles, and present fairly the financial position and results of operations of the Acquiring Fund as of said date and for the period covered thereby;
B. that there are no legal, administrative, or other proceedings pending or, to its knowledge, overtly threatened against the Acquiring Fund which would individually or in the aggregate materially affect the financial condition of the Acquiring Fund’s ability to consummate the transactions contemplated hereby;
C. that the execution and delivery of this Agreement by the Acquiring Fund and the consummation of the transactions contemplated herein have been authorized by the Board of Directors of the Acquiring Fund by vote taken at a meeting of the Board of Directors of the Acquiring Fund duly called and held on May 4, 2020, and that approval by the Acquiring Fund’s shareholders of this Agreement or the consummation of the transactions contemplated herein is not required under applicable Maryland and federal law;
D. that from the date of this Agreement through the Closing Date, there shall not have been any material change in the business, results of operations, assets, or financial condition or the manner of conducting the business of the Acquiring Fund (other than changes in the ordinary course of its business, including, without limitation, dividends and distributions in the ordinary course, changes in the net asset value per share, redemptions in the ordinary course of business, and changes in sales volume), which has had an adverse material effect on such business, results of operations, assets, or financial condition, except in all instances as set forth in the financial statements of the Acquiring Fund referred to in paragraph 9.A. and 9.B. above;
E. that the Acquiring Fund is registered with the Commission under the 1940 Act, classified as a management investment company, and subclassified as an open-end diversified company;
F. that the shares of the Acquiring Fund to be issued pursuant to paragraph 1.A. will be duly registered under the 1933 Act by the Registration Statement (hereinafter defined) in effect on the Closing Date and at the time of the liquidation of the Acquired Fund set forth in paragraph 4. above;
G. that the Acquiring Fund Shares are duly authorized and validly issued and are fully paid, nonassessable, and free of any preemptive rights and conform in all material respects to the description thereof contained in the Information
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Statement/Prospectus as in effect on the Closing Date and at the time of the liquidation of the Acquired Fund set forth in paragraph 4. above;
H. that the Acquiring Fund is not, and the execution, delivery, and performance of this Agreement will not result, in a material violation of any provision of the Acquiring Fund’s Articles of Incorporation or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound, and that this Agreement constitutes a valid and legally binding obligation of the Acquiring Fund, enforceable against the Acquiring Fund in accordance with its terms, except as enforceability may be affected by bankruptcy laws, laws affecting creditors generally, and general principles of equity;
I. that the Acquiring Fund will take all actions within its control necessary to cause the exchange of Acquiring Fund Shares for assets of the Acquired Fund made under this Agreement to qualify, as of and after the Closing, as a reorganization within the meaning of Section 368(a) of the Code;
J. that the Acquiring Fund has filed all federal, state, and local tax returns and reports required by law to have been filed, that all federal, state, and local income, franchise, property, sales, employment, or other taxes payable pursuant to such returns and reports have been paid so far as due, or provision has been made for the payment thereof, and that, to the knowledge of the Acquiring Fund, no such return is currently under audit and no assessment has been asserted with respect to any such return, other than with respect to all such matters those which are not material individually or in the aggregate;
K. that the Information Statement/Prospectus at the time of delivery by the Acquired Fund to its shareholders to inform shareholders of this transaction, on the Closing Date and at the liquidation of the Acquired Fund set forth in paragraph 4. above, as amended or as supplemented if it shall have been amended or supplemented, and the Registration Statement on the effective date thereof, on the Closing Date and at the liquidation of the Acquired Fund set forth in paragraph 4. above, will conform in all material respects to the applicable requirements of the 1933 Act, the 1934 Act, and the 1940 Act and the rules and regulations of the Commission thereunder, and will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading, except that no representations or warranties in this section apply to statements or omissions which are based on written information furnished by the Acquired Fund to the Acquiring Fund; and
L. the current prospectus and statement of additional information of the Acquiring Fund (copies of which are available) conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or
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necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.
10. Certain Conditions.
Unless waived by the parties in writing in their sole discretion, all obligations of the parties hereunder are subject to the fulfillment, prior to or at the Closing, of each of the following conditions:
A. Registration Statement and Information Statement/Prospectus. The Acquiring Fund will file a registration statement on Form N-14 with the Commission under the 1933 Act in order to register the Acquiring Fund Shares to be issued hereunder. Such registration statement in the form in which it shall become effective and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, such registration statement as amended, is referred to herein as the “Registration Statement.” The Acquired Fund will file a preliminary Information Statement with the Commission under the 1940 Act and the 1933 Act, relating to this Agreement and the transactions herein contemplated, in the form of a combined Information Statement and prospectus and related statement of additional information included in the Registration Statement. The combined Information Statement and prospectus and related statement of additional information that is first filed pursuant to Rule 497(b) under the 1933 Act is referred to herein as the “Information Statement/Prospectus.” The Acquiring Fund and the Acquired Fund each will exert reasonable efforts to cause the Registration Statement to become effective under the 1933 Act as soon as practical and agree to cooperate in such efforts. The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act. Upon effectiveness of the Registration Statement, the Acquired Fund will cause the Information Statement/Prospectus to be delivered to the shareholders of the Acquired Fund of record, in sufficient time to comply with requirements as to notice thereof, the Information Statement/Prospectus, which complies in all material respects with the applicable provisions of Section 14(c) of the 1934 Act, and the rules and regulations thereunder.
B. Pending or Threatened Proceedings. On the Closing Date, no action, suit, or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein.
C. Appropriate Articles. The Acquired Fund shall execute and cause to be filed with the Maryland State Department of Assessments and Taxation, such articles of transfer, articles supplementary or other documents, as necessary to eliminate designation of the Acquired Fund, as appropriate.
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D. Declaration of Dividend. The Acquired Fund shall have declared a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the Acquired Fund shareholders all of the investment company taxable income and realized capital gain for all taxable periods of the Acquired Fund which are required to be distributed to avoid federal income or excise tax applicable to regulated investment companies.
E. State Securities Laws. The parties shall have received all permits and other authorizations necessary under state securities laws to consummate the transactions contemplated herein.
F. Performance of Covenants. Each party shall have performed and complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Valuation Date and the Closing Date.
G. Representations and Warranties. The representations and warranties of each party set forth in this Agreement will be true and correct on the Closing Date, and each party shall deliver to the other a certificate of a duly authorized officer of such party to that effect.
11. Notices. All notices, requests, instructions, and demands in the course of the transactions herein contemplated shall be in writing addressed to the respective parties as follows and shall be deemed given: (i) on the next day if sent by prepaid overnight courier and (ii) on the same day if given by hand delivery or telecopy.
If to the Acquiring Fund or Acquired Fund:
David Oestreicher, Esquire
T. Rowe
Price Associates, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Fax
Number (410) 345-6575
with a copy to:
Margery
K. Neale, Esquire
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New
York, New York 10019
Fax Number (212) 728-9138
or to such other address as the parties from time to time may designate by written notice to all other parties hereto.
12. Termination and Postponement.
A. This Agreement may be terminated or postponed by the Acquiring Fund or the Acquired Fund at any time, before or after approval by the shareholders of
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the Acquired Fund, upon the giving of written notice to the other, if the conditions specified in paragraphs 8., 9., and 10. have not been performed or do not exist on or before December 31, 2020 or to the extent permitted by law.
B. In the event of termination of this Agreement pursuant to paragraph 12.A. of this Agreement, neither party (nor its officers, or directors) shall have any liability to the other.
13. Exhibits. All Exhibits shall be considered as part of this Agreement.
14. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. It shall be governed by, construed, and enforced in accordance with the laws of the State of Maryland. The Acquired Fund and the Acquiring Fund represent and warrant to each other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. The Acquired Fund and the Acquiring Fund agree that no party has made any representation, warranty, or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties as to the subject matter hereof. The representations, warranties, and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder for a period of three years thereafter. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement shall be executed in any number of counterparts, each of which shall be deemed an original. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. Whenever used herein, the use of any gender shall include all genders.
15. Amendments. The Acquired Fund and the Acquiring Fund by mutual consent of their Boards of Directors or authorized committees or officers may amend this Agreement in such manner as may be agreed upon.
16. Waiver. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.
17. Liability.
A. The Acquired Fund and the Acquiring Fund acknowledge and agree that all obligations of the Acquired Fund under this Agreement are binding only with respect to the Acquired Fund; that any liability of the Acquired Fund under this
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Agreement or in connection with the transactions contemplated herein shall be discharged only out of the assets of the Acquired Fund.
B. The Acquiring Fund and the Acquired Fund acknowledge and agree that all obligations of the Acquiring Fund under this Agreement are binding only with respect to the Acquiring Fund; that any liability of the Acquiring Fund under this Agreement or in connection with the transactions contemplated herein shall be discharged only out of the assets of the Acquiring Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and by their officers thereunto duly authorized, as of the day and year first above written.
WITNESS: |
T. ROWE PRICE INTERNATIONAL FUNDS, INC., on behalf of the T. Rowe Price International Stock Fund |
/s/Shannon
Hofher Rauser
|
By
/s/Fran Pollack-Matz
|
WITNESS: |
T. ROWE PRICE GLOBAL FUNDS, INC., on behalf of the T. Rowe Price Institutional International Growth Equity Fund |
/s/Shannon Hofher Rauser
|
By /s/David Oestreicher
|
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T. ROWE PRICE OVERSEAS STOCK FUND
T. ROWE PRICE INTERNATIONAL STOCK FUND
PART B
STATEMENT OF ADDITIONAL INFORMATION
July 21, 2020
This Statement of Additional Information (“SAI”) relates to the proposed transactions (each, a “Reorganization” and together, the “Reorganizations”) pursuant to which each of the T. Rowe Price Institutional International Core Equity Fund and T. Rowe Price Institutional International Growth Equity Fund (each, an “Institutional Fund” and together, the “Institutional Funds”) will be reorganized into a corresponding mutual fund advised by T. Rowe Price Associates, Inc. (“T. Rowe Price”), the same investment adviser to each Institutional Fund, as set out in the table below under the heading “Acquiring Funds” (each, an “Acquiring Fund,” together, the “Acquiring Funds,” and collectively with the Institutional Funds, the “Funds”).
This SAI sets forth information that may be of interest to shareholders relating to the Reorganizations, but which is not included in the Combined Information Statement and Prospectus, dated July 21, 2020, of the Funds. As described in the Combined Information Statement and Prospectus, the Reorganizations would involve the transfer of substantially all the assets and liabilities of each Institutional Fund in exchange for I Class shares of the corresponding Acquiring Fund. Each Institutional Fund would distribute the I Class shares of the applicable Acquiring Fund it receives to its shareholders, and each Institutional Fund’s outstanding shares would be redeemed, in complete liquidation of the Institutional Fund.
This SAI is not a prospectus and should be read in conjunction with the Combined Information Statement and Prospectus. This SAI and the Combined Information Statement and Prospectus have been filed with the Securities and Exchange Commission. Copies of the Combined Information Statement and Prospectus are available upon request and without charge by writing to the Acquiring Funds at 100 East Pratt Street, Baltimore, Maryland 21202, or by calling 1-800-541-5910.
The Securities and Exchange Commission maintains a website (http://www.sec.gov) that contains the prospectuses and Statement of Additional Information of the Institutional Funds and Acquiring Funds, other material incorporated by reference and other information regarding the Institutional Funds and Acquiring Funds.
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TABLE OF CONTENTS
I. Additional Information About the Institutional Funds and the |
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Acquiring Funds |
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I. ADDITIONAL INFORMATION ABOUT THE
INSTITUTIONAL FUNDS AND THE
ACQUIRING FUNDS
The Statement of Additional Information for the Funds, dated May 1 2020, as filed with the Securities and Exchange Commission on May 1, 2020, is incorporated by reference.
The Statement of Additional Information for the Funds is available without charge through troweprice.com or by calling 1-800-541-5910.
II. PRO FORMA FINANCIAL INFORMATION
As of July 13, 2020, the net asset value of T. Rowe Price Institutional International Core Equity Fund was less than ten percent (10%) of T. Rowe Price Overseas Stock Fund; as such, pro forma financial statements are not included.
As of July 13, 2020, the net asset value of T. Rowe Price Institutional International Growth Equity Fund was less than ten percent (10%) of T. Rowe Price International Stock Fund; as such, pro forma financial statements are not included.
III. DOCUMENTS INCORPORATED BY REFERENCE
Institutional Funds |
Acquiring Funds |
Closing Date |
Institutional International Core Equity Fund |
Overseas Stock Fund |
September 21, 2020 |
Institutional International Growth Equity Fund |
International Stock Fund |
October 5, 2020 |
This SAI incorporates by reference:
(i) the financial statements and report of the independent registered public accounting firm for the T. Rowe Price Institutional International Core Equity Fund as contained in its Annual Report for the year ended October 31, 2019, as filed with the Securities and Exchange Commission on December 17, 2019, and the unaudited financial statements for the T. Rowe Price Institutional International Core Equity Fund as contained in its Semiannual Report for the period ended April 30, 2020, as filed with the Securities and Exchange Commission on [date];
(ii) the financial statements and report of the independent registered public accounting firm for the T. Rowe Price Overseas Stock Fund as contained in its Annual Report for the year ended October 31, 2019, as filed with the Securities and Exchange Commission on December 17, 2019, and the unaudited financial statements for the T. Rowe Price Overseas Stock Fund as contained in its Semiannual Report for the period ended April 30, 2020, as filed with the Securities and Exchange Commission on [date];
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(iii) the financial statements and report of the independent registered public accounting firm for the T. Rowe Price Institutional International Growth Equity Fund as contained in its Annual Report for the year ended October 31, 2019, as filed with the Securities and Exchange Commission on December 17, 2019, and the unaudited financial statements for the T. Rowe Price Institutional International Growth Equity Fund as contained in its Semiannual Report for the period ended April 30, 2020, as filed with the Securities and Exchange Commission on [date];
(iv) the financial statements and report of the independent registered public accounting firm for the T. Rowe Price International Stock Fund as contained in its Annual Report for the year ended October 31, 2019, as filed with the Securities and Exchange Commission on December 17, 2019, and the unaudited financial statements for the T. Rowe Price International Stock Fund as contained in its Semiannual Report for the period ended April 30, 2020, as filed with the Securities and Exchange Commission on [date];
Each of these reports contains historical financial information regarding the funds and is available without charge at troweprice.com or by calling 1-800-541-5910.
PricewaterhouseCooopers LLP, located at 100 East Pratt Street, Suite 2600, Baltimore, Maryland 21202, is the Independent Registered Public Accounting Firm to the Institutional Funds and the Acquiring Funds, providing audit and tax return review of various Securities and Exchange Commission filings.
C00-052 7/21/20
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PART C
OTHER INFORMATION
Item 15. 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 and all other investment companies in the T. Rowe Price family of mutual funds as listed in Item 31 of the Registrant’s Registration Statement filed as Amendment No. 172 dated April 28, 2020. 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 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
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(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 16. Exhibits
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(3) 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)
(5) Inapplicable
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(8) Inapplicable
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(11) Opinion of Counsel as to the legality of securities – is filed herewith as Exhibit (11)
(12) Opinion and Consent of Willkie Farr & Gallagher LLP with respect to tax consequences (to be filed by amendment)
(13)(b) Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Funds for Fund Accounting Services, dated January 1, 2014, as amended February 4, 2014, April 29, 2014, November 1, 2014, December 29, 2014, January 20, 2015, July 1, 2015, and July 27, 2015 (electronically filed with Amendment No. 142 dated April 27, 2016)
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(14) Consent of Independent Registered Public Accounting Firm
(15) Inapplicable
(16) Power of Attorney
Item 17. Undertakings
(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned registrant agrees that, in response to Exhibit 12 required by Item 16, the Opinion and Consent of Counsel - Willkie Farr & Gallagher LLP, regarding certain tax matters, will be filed as part of an amendment to the registration statement
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As required by the Securities Act of 1933, this Registrant Statement has been signed on behalf of the Registrant, in the City of Baltimore, and State of Maryland, on the 22nd day of July, 2020.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
/s/David Oestreicher
By: David Oestreicher
Director and Executive Vice President
As required by 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:
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/s/Robert W. Sharps |
Director and Vice President |
July 22, 2020 |
Robert W. Sharps |
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*/s/David Oestreicher |
Attorney-In-Fact |
July 22, 2020 |
David Oestreicher |
Custodian Agreement
This Agreement is made as of January 28, 1998 by and between each entity set forth on Appendix A hereto (as such Appendix A may be amended from time to time) which executes a copy of this Agreement (each referred to herein as the “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company with its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the “Custodian”).
Witnesseth:
Whereas, each Fund desires to retain the Custodian to act as custodian of certain of the assets of the Fund, and the Custodian is willing to provide such to each Fund, upon the terms and conditions hereinafter set forth; and
Whereas, except as otherwise set forth herein, this Agreement is intended to supersede that certain custodian contract among the parties hereto dated September 28, 1987, as amended; and
Whereas, the Funds have retained Chase Manhattan Bank, N.A. to act as the Funds’ custodian with respect to the assets of each such Fund to be held outside of the United States of America (except as otherwise set forth in this Agreement) pursuant to a written custodian agreement (the “Foreign Custodian Agreement”),
Now, Therefore, in consideration of the mutual covenants and agreements hereinafter contained, each of the parties hereto agrees as follows:
Section 1. Employment of Custodian and Property to be Held by It.
Each Fund hereby employs the Custodian as the custodian of certain of its assets, including those securities it desires to be held within the United States of America (“domestic securities”) and those securities it desires to be held outside the United States of America (the “United States”) which are (i) not held on the Funds’ behalf by Chase Manhattan Bank, N.A. pursuant to the Foreign Custodian Agreement and (ii) described with greater particularity in Section 3 hereof (such securities shall be referred to herein as “foreign securities”). Each Fund agrees to deliver to the Custodian all domestic securities, foreign securities and cash owned by it from time to time, and all payments of income, payments of principal or capital distributions received by it with respect to securities held by it hereunder, and the cash consideration received by it for such new or treasury shares of capital stock of each Fund as may be issued or sold from time to time (“Shares”). The Custodian shall not be responsible for any property of any Fund held or received by such Fund (i) not delivered to the Custodian, or (ii) held in the custody of Chase Manhattan Bank N.A.
The Custodian is authorized to employ one or more sub-custodians located within the United States, provided that the Custodian shall have obtained the written acknowledgment of the Fund with respect to such employment. The Custodian is authorized to employ sub-custodians located outside the United States as noted on Schedule A attached hereto (as such Schedule A may be amended from time to time). The Custodian shall have no more or less responsibility or liability to any Fund on account of any actions or omissions of any sub-custodian so employed than any such sub- custodian has to the Custodian and shall not
release any sub-custodian from any responsibility or liability unless so agreed in writing by the Custodian and the applicable Fund. With the exception of State Street Bank and Trust Company (London branch), the Custodian shall not be liable for losses arising from the bankruptcy, insolvency or receivership of any sub-custodian located outside the United States.
Section 2. Duties of the Custodian with Respect to Property of the Funds Held By the Custodian in the United States.
Section 2.1 Holding Securities. The Custodian shall hold and physically segregate for the account of each Fund all non-cash property to be held by it in the United States, including all domestic securities owned by the Fund other than (a) securities which are maintained pursuant to Section 2.9 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the United States Department of the Treasury and certain federal agencies (each, a “U.S. Securities System”) and (b) commercial paper of an issuer for which the Custodian acts as issuing and paying agent (“Direct Paper”) which is deposited and/or maintained in the Direct Paper system of the Custodian (the “Direct Paper System”) pursuant to Section 2.10.
Section 2.2 Delivery of Investments. The Custodian shall release and deliver domestic investments owned by a Fund held by the Custodian or in a U.S. Securities System account of the Custodian or in the Custodian’s Direct Paper System account ("Direct Paper System Account") only upon receipt of Proper Instructions, which may be continuing instructions when agreed to by the parties, and only in the following cases:
1) Upon sale of such investments for the account of the Fund and receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase agreement related to such investments entered into by the Fund;
3) In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.9 hereof;
4) To the depository agent in connection with tender or other similar offers for portfolio investments of the Fund;
5) To the issuer thereof or its agent when such investments are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of the Fund or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.8 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;
7) Upon the sale of such investments for the account of the Fund, to the broker or its clearing agent, against a receipt, for examination in accordance with usual "street delivery" custom; provided that in any such case the Custodian shall have no responsibility or liability for any loss arising from the delivery of such investments prior to receiving payment for such investments except as may arise from the Custodian’s own negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the investments of the issuer of such investments, or pursuant to provisions for conversion contained in such investments, or pursuant to any deposit agreement; provided that, in any such case, the new investments and cash, if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar investments, the surrender thereof in the exercise of such warrants, rights or similar investments or the surrender of interim receipts or temporary investments for definitive investments; provided that, in any such case, the new investments and cash, if any, are to be delivered to the Custodian or against a receipt;
10) For delivery in connection with any loans of investments made on behalf of the Fund, but only against receipt of adequate collateral as agreed upon from time to time by the Fund or its duly-appointed agent (which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, or such other property as the Fund may agree), except that in connection with any loans for which collateral is to be credited to the Custodian’s account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of investments owned by the Fund prior to the receipt of such collateral in the absence of the Custodian’s negligence or willful misconduct;
11) For delivery as security in connection with any borrowing by the Fund requiring a pledge of assets by the Fund, but only against receipt of amounts borrowed, except where additional collateral is required to secure a borrowing already made, subject to Proper Instructions, further securities may be released and delivered for that purpose;
12) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian and a broker- dealer registered under the Securities Exchange Act of 1934 (the “Exchange Act”) and a member of The National Association of Securities Dealers, Inc. (“NASD”), relating to compliance with the rules of The Options Clearing Corporation, the rules of any registered national securities exchange or of any similar organization or organizations, or under the Investment Company Act of 1940, as amended from time to time (the “1940 Act”), regarding escrow or other arrangements in connection with transactions by the Fund;
13) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian, and a Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any Contract Market, or any similar organization or organizations, or under the 1940 Act, regarding account deposits in connection with transactions by the Fund;
14) Upon receipt of instructions from the transfer agent for the Fund (the “Transfer Agent”), for delivery to such Transfer Agent or to the holders of shares in connection with distributions in kind, as may be described from time to time in the Fund’s currently effective prospectus, statement of additional information or other offering documents (all, as amended, supplemented or revised from time to time, the “Prospectus”), in satisfaction of requests by holders of Shares for repurchase or redemption; and
15) For any other purpose, but only upon receipt of Proper Instructions specifying (a) the investments to be delivered, (b) setting forth the purpose for which such delivery is to be made, and (c) naming the person or persons to whom delivery of such investments shall be made.
Section 2.3 Registration of Investments. Domestic investments held by the Custodian (other than bearer securities) shall be registered in the name of the Fund or in the name of any nominee of the Fund or of any nominee of the Custodian which nominee shall be assigned exclusively to the Fund, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as the Fund, or in the name or nominee name of any agent appointed pursuant to Section 2.8 or in the name or nominee name of any sub- custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Fund under the terms of this Agreement shall be in good deliverable form. If, however, the Fund directs the Custodian to maintain securities in “street name”, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.
Section 2.4 Bank Accounts. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Fund, other than cash maintained by the Fund in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act. Monies held by the Custodian for the Fund may be deposited by the Custodian to its credit as custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable in the performance of its duties hereunder; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act, and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall be approved by vote of a majority of the board of directors or the board of trustees of the applicable Fund (as appropriate and in
each case, the “Board”). Such funds shall be deposited by the Custodian in its capacity as custodian and shall be withdrawable by the Custodian only in that capacity.
Section 2.5 Collection of Income. Subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to United States registered investments held hereunder to which the Fund shall be entitled either by law or pursuant to custom in the investments business, and shall collect on a timely basis all income and other payments with respect to United States bearer investments if, on the date of payment by the issuer, such investments are held by the Custodian or its agent thereof and shall credit such income, as collected, to the Fund’s custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due, collect interest when due on investments held hereunder, and receive and collect all stock dividends, rights and other items of like nature as and when they become due and payable. With respect to income due the Fund on United States investments of the Fund loaned (pursuant to the provisions of Section 2.2 (10)) in accordance with a separate agreement between the Fund and the Custodian in its capacity as lending agent, collection thereof shall be in accordance with the terms of such agreement. Except as otherwise set forth in the immediately preceding sentence, income due the Fund on United States investments of the Fund loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Fund; the Custodian will have no duty or responsibility in connection therewith other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Fund is properly entitled.
Section 2.6 Payment of Fund Monies. Upon receipt of Proper Instructions, which may be continuing instructions when agreed to by the parties, the Custodian shall, from monies of the Fund held by the Custodian, pay out such monies in the following cases only:
1) Upon the purchase of domestic investments, options, futures contracts or options on futures contracts for the account of the Fund but only (a) against the delivery of such investments, or evidence of title to such options, futures contracts or options on futures contracts, to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose in accordance with Section 2.8) registered in the name of the Fund or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.9 hereof; (c) in the case of a purchase involving the Direct Paper System, in accordance with the conditions set forth in Section 2.10 hereof; or (d) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign, such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions;
2) In connection with conversion, exchange or surrender of investments owned by the Fund as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares as set forth in Section 4 hereof;
4) For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: interest, taxes, management fees, accounting fees, transfer agent fees, legal fees, and operating expenses of the Fund (whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses);
5) For the payment of any dividends declared by the Board;
6) For payment of the amount of dividends received in respect of investments sold short;
7) For repayment of a loan upon redelivery of pledged securities and upon surrender of the note(s), if any, evidencing the loan; or
8) In connection with any repurchase agreement entered into by the Fund with respect to which the collateral is held by the Custodian, the Custodian shall act as the Fund’s "securities intermediary"(as that term is defined in Part 5 of Article 8 of the Massachusetts Uniform Commercial Code, as amended), and, as securities intermediary, the Custodian shall take the following steps on behalf of the Fund: (a) provide the Fund with notification of the receipt of the purchased securities, and (b), by book-entry identify on the books of the Custodian as belonging to the Fund uncertificated securities registered in the name of the Fund and held in the Custodian’s account at the Federal Reserve Bank. In connection with any repurchase agreement entered into by the Fund with respect to which the collateral is not held by the Custodian, the Custodian shall (a) provide the Fund with such notification as it may receive with respect to such collateral, and (b), by book-entry or otherwise, identify as belonging to the Fund securities as shown in the Custodian’s account on the books of the entity appointed by the Fund to hold such collateral.
9) For any other purpose, but only upon receipt of Proper Instructions specifying (a) the amount of such payment, (b) setting forth the purpose for which such payment is to be made, and (c) naming the person or persons to whom such payment is to be made.
Section 2.7 Liability for Payment in Advance of Receipt of Securities Purchased. In any and every case where payment for purchase of domestic securities for the account of the Fund is made by the Custodian in advance of receipt of the securities purchased in the absence of specific written instructions from the Fund to so pay in advance, the Custodian shall be absolutely liable to the Fund for such securities to the same extent as if the securities had been received by the Custodian.
Section 2.8 Appointment of Agents. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company, which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided, however, that the appointment of any such agent shall not relieve the Custodian of its responsibilities or liabilities hereunder.
Section 2.9 Deposit of Investments in U.S. Securities Systems. The Custodian may deposit and/or maintain domestic investments owned by the Fund in a U.S. Securities System in accordance with applicable Federal Reserve Board and United States Securities and Exchange Commission (“SEC”) rules and regulations, if any, subject to the following provisions:
1) The Custodian may keep domestic investments of the Fund in a U.S. Securities System provided that such investments are represented in an account of the Custodian in the U.S. Securities System (“Account”) which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers;
2) The records of the Custodian with respect to domestic investments of the Fund which are maintained in a U.S. Securities System shall identify by book-entry those investments belonging to the Fund;
3) The Custodian shall pay for domestic investments purchased for the account of the Fund upon (i) receipt of advice from the U.S. Securities System that such investments have been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer domestic investments sold for the account of the Fund upon (i) receipt of advice from the U.S. Securities System that payment for such investments has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the U.S. Securities System of transfers of domestic investments for the account of the Fund shall identify the Fund, be maintained for the Fund by the Custodian and be provided to the Fund at its request. Upon request, the Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice and shall furnish to the Fund copies of daily transaction sheets reflecting each day’s transactions in the U.S. Securities System for the account of the Fund;
4) The Custodian shall provide the Fund with any report obtained by the Custodian on the U.S. Securities System’s accounting system, internal accounting control and procedures for safeguarding domestic investments deposited in the U.S. Securities System;
5) The Custodian shall have received from the Fund the initial or annual certificate, as the case may be, described in Section 10 hereof; and
6) Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of the U.S. Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees, or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the U.S. Securities System. At the election of the Fund, the Fund shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the U.S. Securities System or any other person which the Custodian may have as a consequence of any such loss, expense or damage if and to the extent that the Fund has not been made whole for any such loss, expense or damage.
Section 2.10 Fund Assets Held in the Direct Paper System. The Custodian may deposit and/or maintain investments owned by the Fund in the Direct Paper System subject to the following provisions:
1) No transaction relating to investments in the Direct Paper System will be effected in the absence of Proper Instructions;
2) The Custodian may keep investments of the Fund in the Direct Paper System only if such investments are represented in the Direct Paper System Account, which account shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers;
3) The records of the Custodian with respect to investments of the Fund which are maintained in the Direct Paper System shall identify by book-entry those investments belonging to the Fund;
4) The Custodian shall pay for investments purchased for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such payment and transfer of investments to the account of the Fund. The Custodian shall transfer investments sold for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such transfer and receipt of payment for the account of the Fund;
5) The Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund, in the form of a written advice or notice, of Direct Paper on the next business day following such transfer and shall furnish to the Fund copies of daily transaction sheets reflecting each day’s transaction in the Direct Paper System for the account of the Fund; and
6) The Custodian shall provide the Fund with any report on its system of internal accounting control as the Fund may reasonably request from time to time.
Section 2.11 Segregated Account. The Custodian shall, upon receipt of Proper Instructions, establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or investments, including
investments maintained in an account by the Custodian pursuant to Section 2.10 hereof, (i) in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund, (ii) for purposes of segregating cash or government investments in connection with options purchased, sold or written by the Fund or commodity futures contracts or options thereon purchased or sold by the Fund, (iii) for the purposes of compliance by the Fund with the procedures required by 1940 Act Release No. 10666, or any other procedures subsequently required under the 1940 Act relating to the maintenance of segregated accounts by registered investment companies, and (iv) for other purposes, but only, in the case of clause (iv) upon receipt of Proper Instructions specifying (a) the investments to be delivered, (b) setting forth the purpose for which such delivery is to be made, and (c) naming the person or persons to whom delivery of such investments shall be made.
Section 2.12 Ownership Certificates for Tax Purposes. The Custodian shall execute ownership and other certificates and affidavits for all United States federal and state tax purposes in connection with receipt of income or other payments with respect to domestic investments of the Fund held by it hereunder and in connection with transfers of such investments.
Section 2.13 Proxies. The Custodian shall, with respect to the domestic investments held hereunder, cause to be promptly executed by the registered holder of such investments, if the investments are registered otherwise than in the name of the Fund or a nominee of the Fund, all proxies without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials received by the Custodian and all notices received relating to such investments.
Section 2.14 Communications Relating to Fund Investments. Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of domestic investments and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian in connection with the domestic investments being held for the Fund pursuant to this Agreement. With respect to tender or exchange offers, the Custodian shall transmit to the Fund all written information received by the Custodian, any agent appointed pursuant to Section 2.8 hereof, or any sub-custodian appointed pursuant to Section 1 hereof, from issuers of the domestic investments whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify the Custodian at least two (2) New York Stock Exchange business days prior to the time such action must be taken under the terms of the tender, exchange offer or other similar transaction, and it will be the responsibility of the Custodian to timely transmit to the appropriate person(s) such notice. Where the Fund provides the Custodian with less than two (2) New York Stock Exchange business days notice of its desired action, the Custodian shall use its best efforts to timely transmit the Fund’s notice to
the appropriate person. It is expressly noted that the parties may agree to alternative procedures with respect to such two (2) New York Stock Exchange business days notice period on a selective and individual basis.
Section 2.15 Reports to Fund by Independent Public Accountants. The Custodian shall provide the Fund, at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding investments, futures contracts and options on futures contracts, including domestic investments deposited and/or maintained in a U.S. Securities System, relating to the services provided by the Custodian under this Agreement. Such reports shall be of sufficient scope and detail, as may reasonably be required by the Fund, to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and if there are no such inadequacies the reports shall so state.
Section 3. Duties of the Custodian with Respect to Certain Property of the Funds Held Outside of the United States
Section 3.1 Definitions. The following capitalized terms shall have the respective following meanings:
“Foreign Securities System” means a clearing agency or a securities depository listed on Schedule A hereto.
“Foreign Sub-Custodian” means a foreign banking institution set forth on Schedule A hereto.
Section 3.2 Holding Securities. The Custodian shall identify on its books as belonging to the Funds the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Funds, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Funds which are maintained in such account shall identify those securities as belonging to the Funds and (ii) the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.
Section 3.3 Foreign Securities Systems. Foreign securities shall be maintained in a Foreign Securities System in a designated country only through arrangements implemented by the Foreign Sub-Custodian in such country pursuant to the terms of this Agreement.
Section 3.4 Transactions in Foreign Custody Account.
3.4.1. Delivery of Foreign Securities. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Funds held by such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:
(i) upon the sale of such foreign securities for the Funds in accordance with reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System in accordance with the rules governing the operation of the Foreign Securities System;
(ii) in connection with any repurchase agreement related to foreign securities;
(iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Funds;
(iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;
(v) to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub- Custodian’s own negligence or willful misconduct;
(vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;
(viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;
(ix) or delivery as security in connection with any borrowing by the Funds requiring a pledge of assets by the Funds;
(x) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii) for any other proper purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a
proper Fund purpose, and naming the person or persons to whom delivery of such securities shall be made.
3.4.2. Payment of Fund Monies. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Fund in the following cases only:
(i) upon the purchase of foreign securities for the Fund, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;
(ii) in connection with the conversion, exchange or surrender of foreign securities of the Fund;
(iii) for the payment of any expense or liability of the Fund, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses;
(iv) for the purchase or sale of foreign exchange or foreign exchange contracts for the Fund, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;
(v) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;
(vii) in connection with the borrowing or lending of foreign securities; and
(viii) for any other proper Fund purpose, but only upon receipt of Proper Instructions specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper Fund purpose, and naming the person or persons to whom such payment is to be made.
3.4.3. Market Conditions. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for foreign securities received for the account of the Funds and delivery of foreign securities maintained for the account of the Funds may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering foreign securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such foreign securities from such purchaser or dealer.
Section 3.5 Registration of Foreign Securities. The foreign securities maintained in the custody of a Foreign Custodian (other than bearer securities) shall be registered in the name of the applicable Fund or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Fund under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.
Section 3.6 Bank Accounts. A bank account or bank accounts opened and maintained outside the United States on behalf of a Fund with a Foreign Sub-Custodian shall be subject only to draft or order by the Custodian or such Foreign Sub-Custodian, acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Fund.
Section 3.7 Collection of Income. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the foreign securities held hereunder to which the Funds shall be entitled and shall credit such income, as collected, to the applicable Fund. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.
Section 3.8 Proxies. With respect to the foreign securities held under this Section 3, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder proxy rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.
Section 3.9 Communications Relating to Foreign Securities. The Custodian shall transmit promptly to the Fund written information (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith) received by the Custodian in connection with the foreign securities being held for the account of the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information so received by the Custodian in connection with the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer.
Section 3.10 Liability of Foreign Sub-Custodians and Foreign Securities Systems. Each agreement pursuant to which the Custodian employs as a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties and, to the extent possible, to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At the Fund’s election, the Funds shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent
that the Funds have not been made whole for any such loss, damage, cost, expense, liability or claim.
Section 3.11 Tax Law. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund or the Custodian as custodian of the Funds by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund or the Custodian as custodian of the Funds by the tax law of countries set forth on Schedule A hereto, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information.
Section 4. Payments for Repurchases or Redemptions and Sales of Shares.
From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares which have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of, and in accordance with, instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with such written procedures and controls as may be mutually agreed upon from time to time between the Fund and the Custodian.
The Custodian shall receive from the distributor for the Shares or from the Transfer Agent and deposit to the account of the Fund such payments as are received by the distributor or the Transfer Agent, as the case may be, for Shares issued or sold from time to time. The Custodian will notify the Fund and the Transfer Agent of any payments for Shares received by it from time to time.
Section 5. Duties of Custodian with Respect to the Books of Account and Calculation of Net Asset Value and Net Income.
The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board to keep the books of account of the Fund and/or compute the net asset value per Share of the outstanding Shares or, if directed in writing to do so by the Fund, shall itself keep such books of account and/ or compute such net asset value per Share. If so directed, the Custodian shall also (i) calculate daily the net income of the Fund as described in the Prospectus and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income, and/ or (ii) advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per share and the daily income of the Fund shall be made at the time or times described from time to time in the Prospectus.
Section 6. Proper Instructions.
“Proper Instructions,” as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an “Authorized Persons List,” as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a “Client Originated Electronic Financial Instruction,” as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11.
Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an “Authorized Person’) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund to the contrary.
Section 7. Evidence of Authority.
Subject to Section 9 hereof, the Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably and in good faith believed by it to be genuine and to have been properly executed by or on behalf of the Fund. The Custodian may receive and accept a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, as conclusive evidence (a) of the authority of any person to act in accordance with such vote or (b) of any determination or of any action by the Board described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.
Section 8. Actions Permitted without Express Authority.
The Custodian may in its discretion and without express authority from the Fund:
1) make payments to itself or others for minor expenses of handling investments or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the Fund;
2) surrender investments in temporary form for investments in definitive form;
3) endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the investments and property of the Fund except as otherwise directed by the Board.
Section 9. Responsibility of Custodian.
The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, and it shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. In order for the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund may be asked by the Custodian to indemnify or hold the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use reasonable care to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) the Fund shall take over complete defense of the claim and (ii) the Custodian shall initiate no further legal or other expenses with respect to such claim. The Custodian shall in no case confess any claim or make any compromise with respect to any claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition
of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts.
Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction.
The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this Agreement.
If the Fund requires the Custodian to take any action with respect to investments, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.
If the Custodian, or any of its affiliates, subsidiaries or agents, advances cash or investments to the Fund for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail to repay the Custodian promptly the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien.
Except as may arise from the Custodian’s own negligence or willful misconduct, or the negligence or willful misconduct of a subcustodian or agent appointed by the Custodian, the Fund agrees to indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities which may be asserted against the Custodian (i) acting in accordance with any Proper Instruction, or (ii) for any acts or omissions of Chase Manhattan Bank N.A.
Notwithstanding any provision herein to the contrary, to the extent the Custodian is found to be liable hereunder for any loss, liability, claim, expense or damage, the Custodian shall be liable only for such loss, liability, claim, expense or damage which was reasonably foreseeable.
Section 10. Effective Period, Termination and Amendment.
This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Fund’s secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund’s articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.
Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.
Section 11. Successor Custodian.
If a successor custodian shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices of the Custodian, duly endorsed and in the form for transfer, all investments and other properties then held by it hereunder, and shall transfer to an account of the successor custodian all of the Fund’s investments held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all property held by the Custodian under this Agreement and to transfer to an account of such successor custodian all of the Fund’s investments held in any Securities System; thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.
In the event that any property held pursuant to this Agreement remains in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such property, and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.
Section 12. General.
Section 12.1 Compensation of Custodian. The Custodian shall be entitled to compensation for its services and reimbursement of its expenses as Custodian as agreed upon from time to time between the Fund and the Custodian.
Section 12.2 Massachusetts Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.
Section 12.3 Records. The Custodian shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the SEC. The Custodian shall, at the Fund’s request, supply the Fund with a tabulation of investments owned by the Fund and held by the Custodian hereunder, and shall, when requested to do so by an officer of the Fund, and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations.
Section 12.4 Opinion of Fund’s Independent Accountant. The Custodian shall take all reasonable action as the Fund may from time to time request to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A, the preparation of the Fund’s Form N-SAR, the preparation of any other annual reports to the SEC with respect to the Fund, and with respect to any other requirements of the SEC.
Section 12.5 Interpretive and Additional Provisions. In connection with the operation of this Agreement, the Custodian and the Fund may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Governing Documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.
Section 12.6 Bond. The Custodian shall at all times maintain a bond in such form and amount as is acceptable to the Fund, which shall be issued by a reputable fidelity insurance company authorized to do business in the place where such bond is issued, against larceny and embezzlement, covering each officer and employee of the Custodian who may, singly or jointly with others, have access to securities or funds of the Fund, either directly or through authority to receive and carry out any certificate instruction, order request, note or other instrument required or permitted by this Agreement. The Custodian agrees that it shall not cancel, terminate or modify such bond insofar as it adversely affects the Fund except after written notice given to the Fund not less than 10 days prior to the effective date of such cancellation, termination or modification. The Custodian shall, upon request, furnish to the Fund a copy of each such bond and each amendment thereto.
Section 12.7 Confidentiality. The Custodian agrees to treat all records and other information relative to the Fund and its prior, present or future shareholders as confidential, and the Custodian, on behalf of itself and its employees, agrees to keep confidential all such information except, after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Custodian may be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities, or when so requested by the Fund.
Section 12.8 Exemption from Lien. Except as set forth in Section 9 hereof, the securities and other assets held by the Custodian hereunder shall not be subject to lien or charge of any kind in favor of the Custodian or any person claiming through the Custodian. Nothing herein shall be deemed to deprive the Custodian of its right to invoke any and all remedies available at law or equity to collect amounts due it under this Agreement.
Section 12.9 Assignment. This Agreement may not be assigned by either party without the written consent of the other, except that either party may assign its rights and obligations hereunder to a party controlling, controlled by, or under common control with such party.
Section 12.10 Prior Agreements. Without derogating the rights established thereunder prior to the date of this Agreement, this Agreement supersedes and terminates, as of the date hereof, all prior agreements between the Fund and the Custodian relating to the custody of Fund assets.
Section 12.11 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute but one and the same Agreement.
Section 12.12 Notices. Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.
To any Fund: |
c/o T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, Maryland 21202 Attention: Carmen Deyesu Telephone: 410-345-6658 Telecopy: 410-685-8827/8830 |
To the Custodian: |
State Street Bank and Trust Company 1776 Heritage Drive North Quincy, Massachusetts 02171, U.S.A. Attention: Carol C. Ayotte Telephone: 617-985-6894 Telecopy: 617-537-6321 |
Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.
Section 12.13 Entire Agreement. This Agreement (including all schedules, appendices, exhibits and attachments hereto) constitutes the entire Agreement between the parties with respect to the subject matter hereof.
Section 12.14 Headings Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
Section 12.15 Survival. All provisions regarding indemnification, confidentiality, warranty, liability and limits thereon shall survive following the expiration or termination of this Agreement.
Section 12.16 Severability. In the event any provision of this Agreement is held illegal, void or unenforceable, the balance shall remain in effect.
Section 12.17 The Parties. All references herein to the "Fund" are to each of the funds listed on Appendix A hereto individually, as if this Agreement were between such individual Fund and the Custodian. In the case of a series fund or trust, all references to the "Fund" are to the individual series or portfolio of such fund or trust, or to such fund or trust on behalf of the individual series or portfolio, as appropriate. Any reference in this Agreement to "the parties" shall mean the Custodian and such other individual Fund as to which the matter pertains. Each Fund hereby represents and warranties that (i) it has the requisite power and authority under applicable laws and its Governing Documents to enter into and perform this Agreement, (ii) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement, and (iii) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.
Section 12.18 Directors and Trustees. It is understood and is expressly stipulated that neither the holders of Shares nor any member of the Board be personally liable hereunder. Whenever reference is made herein to an action required to be taken by the Board, such action may also be taken by the Board’s executive committee.
Section 12.19 Massachusetts Business Trust. With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust, the term “Fund” means and refers to the trustees from time to time serving under the applicable trust agreement of such trust, as the same may be amended from time to time (the ‘Declaration of Trust”). It is expressly agreed that the obligations of any such Fund hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but bind only the trust property of the Fund as set forth in the applicable Declaration of Trust. In the case of each Fund which is a Massachusetts business trust (in each case, a “Trust”), the execution and delivery of this Agreement on behalf of the Trust has been authorized by the trustees, and signed by an authorized officer, of the Trust, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Section 12.20 Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
Section 12.21 Shareholder Communications Election. SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian
“no”, the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.
YES [ ] The Custodian is authorized to release the Fund’s name, address, and share positions.
NO [X] The Custodian is not authorized to release the Fund’s name, address, and share positions.
DATA ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT
Addendum to the Custodian Agreement (as defined below) between each fund listed on Appendix A to the Custodian Agreement, as such Appendix A is amended from time to time (each such fund listed on Appendix A shall be individually referred to herein as the “Fund”), and State Street Bank and Trust Company (“State Street”).
PREAMBLE
WHEREAS, State Street has been appointed as custodian of certain assets of the Fund pursuant to a certain Custodian Agreement (the “Custodian Agreement”) dated as of January 28, 1998, and amended thereafter from time to time;
WHEREAS, State Street has developed and utilizes proprietary accounting and other systems, including State Street’s proprietary Multicurrency HORIZONR Accounting System, in its role as custodian of the Fund, and maintains certain Fund-related data (“Fund Data”) in databases under the control and ownership of State Street (the “Data Access Services”); and
WHEREAS, State Street makes available to the Fund (and certain of the Fund’s agents as set forth herein) certain Data Access Services solely for the benefit of the Fund, and intends to provide additional services, consistent with the terms and conditions of this Addendum.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the parties agree as follows:
1. SYSTEM AND DATA ACCESS SERVICES
a. System. Subject to the terms and conditions of this Addendum and solely for the purpose of providing access to Fund Data as set forth herein, State Street hereby agrees to provide the Fund, or certain third parties approved by State Street that serve as the Fund’s investment advisors, investment managers or fund accountants (the “Fund Accountants”) or as the Fund’s independent auditors (the “Auditor”), with access to State Street’s Multicurrency HORIZONR Accounting System and the other information systems described in Attachment A (collectively, the “System”) on a remote basis solely on the computer hardware, system software and telecommunication links described in Attachment B (the “Designated Configuration”) or on any designated substitute or back-up equipment configuration consented to in writing by State Street, such consent not to be unreasonably withheld.
b. Data Access Services. State Street agrees to make available to the Fund the Data Access Services subject to the terms and conditions of this Addendum and such data access operating standards and procedures as may be issued by State Street from time to time. The Fund shall be able to access the System to (i) originate electronic instructions to State Street in order to (a) effect the transfer or movement of cash or securities held under custody by State Street or (b) transmit accounting or other information (the transactions described in (i)(a) and (i)(b) above are referred to herein as “Client Originated Electronic Financial Instructions”), and (ii) access data for the purpose of reporting and analysis, which shall all be deemed to be Data Access Services for purposes of this Addendum.
c. Additional Services. State Street may from time to time agree to make available to the Fund additional Systems that are not described in the attachments to this Addendum. In the absence of any other written agreement concerning such additional systems, the term “System” shall include, and this Addendum shall govern, the Fund’s access to and use of any additional System made available by State Street and/or accessed by the Fund.
2. NO USE OF THIRD PARTY SYSTEMS-LEVEL SOFTWARE
State Street and the Fund acknowledge that in connection with the Data Access Services provided under this Addendum, the Fund will have access, through the Data Access Services, to Fund Data and to functions of State Street’s proprietary systems; provided, however that in no event will the Fund have direct access to any third party systems-level software that retrieves data for, stores data from, or otherwise supports the System.
3. LIMITATION ON SCOPE OF USE
a. Designated Equipment; Designated Locations. The System and the Data Access Services shall be used and accessed solely on and through the Designated Configuration at the offices of the Fund or the Fund Accountants in Baltimore, Maryland or Owings Mills, Maryland (“Designated Locations”).
b. Designated Configuration; Trained Personnel. State Street and the Fund shall be responsible for supplying, installing and maintaining the Designated Configuration at the Designated Locations. State Street and the Fund agree that each will engage or retain the services of trained personnel to enable both parties to perform their respective obligations under this Addendum. State Street agrees to use commercially reasonable efforts to maintain the System so that it remains serviceable, provided, however, that State Street does not guarantee or assure uninterrupted remote access use of the System.
c. Scope of Use. The Fund will use the System and the Data Access Services only for the processing of securities transactions, the keeping of books of account for the Fund and accessing data for purposes of reporting and analysis. The Fund shall not, and shall cause its employees and agents not to (i) permit any unauthorized third party to use the System or the Data Access Services, (ii) sell, rent, license or otherwise use the System or the Data Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Data Access Services for any fund, trust or other investment vehicle), other than as set forth herein, without the prior written consent of State Street, (iv) allow access to the System or the Data Access Services through terminals or any other computer or telecommunications facilities located outside the Designated Locations, (v) allow or cause any information (other than portfolio holdings, valuations of portfolio holdings, and other information reasonably necessary for the management or distribution of the assets of the Fund) transmitted from State Street’s databases, including data from third party sources, available through use of the System or the Data Access Services to be redistributed or retransmitted to another computer, terminal or other device for other than use for or on behalf of the Fund or (vi) modify the System in any way, including without limitation developing any software for or attaching any devices or computer programs to any equipment, system, software or database which forms a part of or is resident on the Designated Configuration.
d. Other Locations. Except in the event of an emergency or of a planned System shutdown, the Fund’s access to services performed by the System or to Data Access Services at the Designated Locations may be transferred to a different location only upon the prior written consent of State Street. In the event of an emergency or System shutdown, the Fund may use any back-up site included in the Designated Configuration or any other back-up site agreed to by State Street, which agreement will not be unreasonably withheld. The Fund may secure from State Street the right to access the System or the Data Access Services through computer and telecommunications facilities or devices complying with the Designated Configuration at additional locations only upon the prior written consent of State Street and on terms to be mutually agreed upon by the parties.
e. Title. Title and all ownership and proprietary rights to the System, including any enhancements or modifications thereto, whether or not made by State Street, are and shall remain with State Street.
f. No Modification. Without the prior written consent of State Street, the Fund shall not modify, enhance or otherwise create derivative works based upon the System, nor shall the Fund reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.
g. Security Procedures. The Fund shall comply with data access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System on a remote basis and to access the Data Access Services. The Fund shall have access only to the Fund Data and authorized transactions agreed upon from time to time by State Street and, upon notice from State Street, the Fund shall discontinue remote use of the System and access to Data Access Services for any security reasons cited by State Street; provided, that, in such event, State Street shall, for a period not less than 180 days (or such other shorter period specified by the Fund) after such discontinuance, assume responsibility to provide accounting services under the terms of the Custodian Agreement.
h. Inspections. State Street shall have the right to inspect the use of the System and the Data Access Services by the Fund, the Fund Accountants and the Auditor to ensure compliance with this Addendum. The on-site inspections shall be upon prior written notice to Fund, the Fund Accountants and the Auditor and at reasonably convenient times and frequencies so as not to result in an unreasonable disruption of the Fund’s or the Fund Accountants’ or the Auditor respective businesses.
4. PROPRIETARY INFORMATION
a. Proprietary Information. The Fund acknowledges and State Street represents that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Fund by State Street as part of the Data Access Services and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Fund shall be deemed proprietary and confidential information of State Street (hereinafter “Proprietary Information”). The Fund agrees that it will hold such Proprietary Information in the strictest confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees or agents who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Fund further acknowledges that State Street shall not be required to provide the Fund Accountants or the Auditor with access to the System unless it has first received from the Fund Accountants and the Auditor an undertaking with respect to State Street’s Proprietary Information in the form of Attachment C and/or Attachment C-1 to this Addendum. The Fund shall use all commercially reasonable efforts to assist State Street in identifying and preventing any unauthorized use, copying or disclosure of the Proprietary Information or any portions thereof or any of the logic, formats or designs contained therein.
b. Cooperation. Without limitation of the foregoing, the Fund shall advise State Street immediately in the event the Fund learns or has reason to believe that any person to whom the Fund has given access to the Proprietary Information, or any portion thereof, has violated or intends to violate the terms of this Addendum, and the Fund will, at its reasonable expense, cooperate with State Street in seeking injunctive or other equitable relief in the name of the Fund or State Street against any such person.
c. Injunctive Relief. The Fund acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law. In addition, State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
d. Survival. The provisions of this Section 4 shall survive the termination of this Addendum.
5. LIMITATION ON LIABILITY
a. Standard of Care and Limitation on Amount and Time for Bringing Action. State Street shall be held to a standard of reasonable care with respect to all of its duties and obligations under this Addendum. The Fund agrees that any liability of State Street to the Fund or any third party arising with respect to the System or State Street’s provision of Data Access Services under this Data Access Services Addendum shall be limited to the amount paid by the Fund for the preceding 24 months for such services. The foregoing limitation shall relate solely to State Street’s provision of the Data Access Services pursuant to this Addendum and is not intended to limit State Street’s responsibility to perform in accordance
with the Custodian Agreement, including its duty to act in accordance with Proper Instructions. In no event shall State Street be liable to the Fund or any other party pursuant to this Addendum for any special, indirect, punitive or consequential damages even if advised of the possibility of such damages. No action, regardless of form, arising out of the terms of this Addendum may be brought by the Fund more than two years after the Fund has knowledge that the cause of action has arisen.
b. Limited Warranties. NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY STATE STREET.
c. Third-Party Data. Organizations from which State Street may obtain certain data included in the System or the Data Access Services are solely responsible for the contents of such data, and State Street shall have no liability for claims arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof.
d. Regulatory Requirements. As between State Street and the Fund, the Fund shall be solely responsible for the accuracy of any accounting statements or reports produced using the Data Access Services and the System and the conformity thereof with any requirements of law.
e. Force Majeure. Neither party shall be liable for any costs or damages due to delay or nonperformance under this Data Access Services Addendum arising out of any cause or event beyond such party’s control, including, without limitation, cessation of services hereunder or any damages resulting therefrom to the other party as a result of work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action, or communication disruption.
6. INDEMNIFICATION
The Fund agrees to indemnify and hold State Street harmless from any loss, damage or expense including reasonable attorney’s fees, (a “loss”) suffered by State Street arising from (i) the negligence or willful misconduct in the use by the Fund of the Data Access Services or the System, including any loss incurred by State Street resulting from a security breach at the Designated Locations or committed by the Fund’s employees or agents or the Fund Accountants or the and Auditor, and (ii) any loss resulting from incorrect Client Originated Electronic Financial Instructions. State Street shall be entitled to rely on the validity and authenticity of Client Originated Electronic Financial Instructions without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by State Street from time to time.
7. FEES
Fees and charges for the use of the System and the Data Access Services and related payment terms shall be as set forth in the custody fee schedule in effect from time to time between the parties (the “Fee Schedule”). Any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and
personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street) shall be borne by the Fund. Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.
8. TRAINING, IMPLEMENTATION AND CONVERSION
a. Training. State Street agrees to provide training, at a designated State Street training facility or at the Designated Locations, to the Fund’s personnel in connection with the use of the System on the Designated Configuration. The Fund agrees that it will set aside, during regular business hours or at other times agreed upon by both parties, sufficient time to enable all operators of the System and the Data Access Services, designated by the Fund, to receive the training offered by State Street pursuant to this Addendum.
b. Installation and Conversion. State Street and the Fund shall be responsible for the technical installation and conversion (“Installation and Conversion”) of the Designated Configuration. The Fund shall have the following responsibilities in connection with Installation and Conversion of the System:
(i) The Fund shall be solely responsible for the timely acquisition and maintenance of the hardware and software that attach to the Designated Configuration in order to use the Data Access Services at the Designated Locations, and
(ii) State Street and the Fund each agree that they will assign qualified personnel to actively participate during the Installation and Conversion phase of the System implementation to enable both parties to perform their respective obligations under this Addendum.
9. SUPPORT
During the term of this Addendum, State Street agrees to provide the support services set out in Attachment D to this Addendum.
10. TERM
a. Term. This Addendum shall become effective on the date of its execution by State Street and shall remain in full force and effect until terminated as herein provided.
b. Termination. Either party may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days’ prior written notice in the case of notice of termination by State Street to the Fund or thirty (30) days’ notice in the case of notice from the Fund to State Street of termination; or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. In the event the Fund shall cease doing business, shall become subject to proceedings under the bankruptcy laws (other than a petition for reorganization or similar proceeding) or shall be adjudicated bankrupt, this Addendum and the rights granted hereunder shall, at the option of State Street, immediately terminate with
notice to the Fund. This Addendum shall in any event terminate as to any Fund within ninety (90) days after the termination of the Custodian Agreement.
c. Termination of the Right to Use. Upon termination of this Addendum for any reason, any right to use the System and access to the Data Access Services shall terminate and the Fund shall immediately cease use of the System and the Data Access Services. Immediately upon termination of this Addendum for any reason, the Fund shall return to State Street all copies of documentation and other Proprietary Information in its possession; provided, however, that in the event that either party terminates this Addendum or the Custodian Agreement for any reason other than the Fund’s breach, State Street shall provide the Data Access Services for a period of time and at a price to be agreed upon in writing by the parties.
11. MISCELLANEOUS
a. Year 2000. State Street will take all steps necessary to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi-century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years. If any changes are required, State Street will make the changes to its products at no cost to the Fund and in a commercially reasonable time frame and will require third- party suppliers to do likewise.
b. Assignment; Successors. This Addendum and the rights and obligations of the Fund and State Street hereunder shall not be assigned by either party without the prior written consent of the other party, except that State Street may assign this Addendum to a successor of all or a substantial portion of its business, or to a party controlling, controlled by, or under common control with State Street.
c. Survival. All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets shall survive the termination of this Addendum.
d. Entire Agreement. This Addendum and the attachments hereto constitute the entire understanding of the parties hereto with respect to the Data Access Services and the use of the System and supersedes any and all prior or contemporaneous representations or agreements, whether oral or written, between the parties as such may relate to the Data Access Services or the System, and cannot be modified or altered except in a writing duly executed by the parties. This Addendum is not intended to supersede or modify the duties and liabilities of the parties hereto under the Custodian Agreement or any other agreement between the parties hereto except to the extent that any such agreement specifically refers to the Data Access Services or the System. No single waiver or any right hereunder shall be deemed to be a continuing waiver.
e. Severability. If any provision or provisions of this Addendum shall be held to be invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
f. Governing Law. This Addendum shall be interpreted and construed in accordance with the internal laws of The Commonwealth of Massachusetts without regard to the conflict of laws provisions thereof.
ATTACHMENT A
Multicurrency HORIZON® Accounting System
System Product Description
I. The Multicurrency HORIZONR Accounting System is designed to provide lot level portfolio and general ledger accounting for SEC and ERISA type requirements and includes the following services: 1) recording of general ledger entries; 2) calculation of daily income and expense; 3) reconciliation of daily activity with the trial balance, and 4) appropriate automated feeding mechanisms to (i) domestic and international settlement systems, (ii) daily, weekly and monthly evaluation services, (iii) portfolio performance and analytic services, (iv) customer’s internal computing systems and (v) various State Street provided information services products.
II. GlobalQuestR GlobalQuestR is designed to provide customer access to the following information maintained on The Multicurrency HORIZONR Accounting System: 1) cash transactions and balances; 2) purchases and sales; 3) income receivables; 4) tax refund; 5) daily priced positions; 6) open trades; 7) settlement status; 8) foreign exchange transactions; 9) trade history; and 10) daily, weekly and monthly evaluation services.
III. HORIZONR Gateway. HORIZONR Gateway provides customers with the ability to (i) generate reports using information maintained on the Multicurrency HORIZONR Accounting System which may be viewed or printed at the customer’s location; (ii) extract and download data from the Multicurrency HORIZONR Accounting System; and (iii) access previous day and historical data. The following information which may be accessed for these purposes: 1) holdings; 2) holdings pricing; 3) transactions, 4) open trades; 5) income; 6) general ledger and 7) cash.
IV. State Street Interchange. State Street Interchange is an open information delivery architecture wherein proprietary communication products, data formats and workstation tools are replaced by industry standards and is designed to enable the connection of State Street’s network to customer networks, thereby facilitating the sharing of information.
ATTACHMENT C
Undertaking
(Fund Accountants)
The undersigned understands that in the course of its employment as Fund Accountant to each fund listed on Appendix A (as amended from time to time) to that certain Custodian Agreement dated as of January 28, 1998 (the “Fund”), it will have access to State Street Bank and Trust Company’s Multicurrency HORIZON Accounting System and other information systems (collectively, the “System”).
The undersigned acknowledges that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation, and other information made available to the Undersigned by State Street Bank and Trust Company (“State Street”) as part of the Data Access Services provided to the Fund and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter “Proprietary Information”). The undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder.
The undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion.
Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession.
[The Fund Accountants] |
||
By: |
______________________________ |
|
Title: |
______________________________ |
|
Date: |
______________________________ |
ATTACHMENT C-1
Undertaking
(Auditor)
The undersigned understands that in the course of its employment as Auditor to each fund listed on Appendix A (as amended from time to time) to that certain Custodian Agreement dated as of January 28, 1998 (the “Fund”) it will have access to State Street Bank and Trust Company’s Multicurrency HORIZON Accounting System and other information systems (collectively, the “System”).
The undersigned acknowledges that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation, and other information made available to the Undersigned by State Street Bank and Trust Company (“State Street”) as part of the Data Access Services provided to the Fund and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter “Proprietary Information”). The undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder.
The undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion.
Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession.
[The Auditor] |
||
By: |
______________________________ |
|
Title: |
______________________________ |
|
Date: |
______________________________ |
ATTACHMENT D
Support
During the term of this Addendum, State Street agrees to provide the following on-going support services:
a. Telephone Support. The Fund Designated Persons may contact State Street’s HORIZONR Help Desk and Fund Assistance Center between the hours of 8 a.m. and 6 p.m. (Eastern time) on all business days for the purpose of obtaining answers to questions about the use of the System, or to report apparent problems with the System. From time to time, the Fund shall provide to State Street a list of persons who shall be permitted to contact State Street for assistance (such persons being referred to as the “Fund Designated Persons”).
b. Technical Support. State Street will provide technical support to assist the Fund in using the System and the Data Access Services. The total amount of technical support provided by State Street shall not exceed 10 resource days per year. State Street shall provide such additional technical support as is expressly set forth in the fee schedule in effect from time to time between the parties (the “Fee Schedule”). Technical support, including during installation and testing, is subject to the fees and other terms set forth in the Fee Schedule.
c. Maintenance Support. State Street shall use commercially reasonable efforts to correct system functions that do not work according to the System Product Description as set forth on Attachment A in priority order in the next scheduled delivery release or otherwise as soon as is practicable.
d. System Enhancements. State Street will provide to the Fund any enhancements to the System developed by State Street and made a part of the System; provided that State Street offer the Fund reasonable training on the enhancement. Charges for system enhancements shall be as provided in the Fee Schedule. State Street retains the right to charge for related systems or products that may be developed and separately made available for use other than through the System.
e. Custom Modifications. In the event the Fund desires custom modifications in connection with its use of the System, the Fund shall make a written request to State Street providing specifications for the desired modification. Any custom modifications may be undertaken by State Street in its sole discretion in accordance with the Fee Schedule.
f. Limitation on Support. State Street shall have no obligation to support the Fund’s use of the System: (1) for use on any computer equipment or telecommunication facilities which does not conform to the Designated Configuration or (ii) in the event the Fund has modified the System in breach of this Addendum.
In Witness Whereof, each of the parties has caused this instrument to be executed in its name and on its behalf by its duly authorized representative as of the date and year first written above.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price International Bond Fund
T.
Rowe Price International Stock Fund
T.
Rowe Price International Discovery Fund
T.
Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T.
Rowe Price Global Government Bond Fund
T.
Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T.
Rowe Price Emerging Markets Bond Fund
T.
Rowe Price Emerging Markets Stock Fund
T.
Rowe Price Global Stock Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE
STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Bond Fund
Maryland
Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia
Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
New
Jersey Tax-Free Bond Fund
Georgia
Tax-Free Bond Fund
Florida
Insured Intermediate Tax-Free Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California
Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T.
Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE SPECTRUM
FUND, INC.
Spectrum Growth Fund
Spectrum Income
Fund
Spectrum
International Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE TAX-FREE INSURED INTERMEDIATE
BOND FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE
SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash
Reserves Fund
T.
Rowe Price Summit Limited-Term Bond Fund
T.
Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE EQUITY
SERIES, INC.
T. Rowe Price Equity Income
Portfolio
T.
Rowe Price New America Growth Portfolio
T.
Rowe Price Personal Strategy Balanced
Portfolio
T. Rowe Price
Mid-Cap Growth Portfolio
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE FIXED
INCOME SERIES, INC.
T. Rowe Price Limited-Term
Bond Portfolio
T.
Rowe Price Prime Reserve Portfolio
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T.
Rowe Price Personal Strategy Growth Fund
T.
Rowe Price Personal Strategy Income Fund
T. ROWE PRICE VALUE FUND, INC.
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
INSTITUTIONAL EQUITY FUNDS, INC.
Mid-Cap
Equity Growth Fund
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH
FUND, INC.
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE SMALL CAP STOCK FUND,
INC.
T. Rowe Price Small Cap Stock
Fund
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE TAX EFFICIENT BALANCED FUND, INC.
RESERVE
INVESTMENT FUNDS, INC.
Government Reserve Investment
Fund
Reserve
Investment Fund
Signature attested to: |
Executed on Behalf of each Fund: |
/s/Suzanne E. Fraunhoffer |
/s/Carmen Deyesu |
By:__________________________________ Name: Suzanne E. Fraunhoffer Title: Legal Assistant |
By:__________________________________ Name: Carmen Deyesu Title: Treasurer for each of the foregoing |
Signature attested to: |
State Street Bank and Trust Company |
/s/Glenn Ciotti |
/s/Ronald E. Logue |
By:__________________________________ Name: Glenn Ciotti Title: VP & Assoc. Counsel |
By:__________________________________ Name: Ronald E. Logue Title: Executive Vice President |
Schedule A
Country |
Subcustodian |
Central Depository |
United Kingdom |
State Street Bank and Trust Company |
None; The Bank of England The Central Gilts Office (CGO); The Central Moneymarkets Office (CMO) |
Euroclear (The Euroclear System)/State Street London Limited
Appendix A
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price International Bond Fund
T.
Rowe Price International Stock Fund
T.
Rowe Price International Discovery Fund
T.
Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T.
Rowe Price Global Government Bond Fund
T.
Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T.
Rowe Price Emerging Markets Bond Fund
T.
Rowe Price Emerging Markets Stock Fund
T.
Rowe Price Global Stock Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE
STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Bond Fund
Maryland
Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia
Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
New
Jersey Tax-Free Bond Fund
Georgia
Tax-Free Bond Fund
Florida
Insured Intermediate Tax-Free Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California
Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign
Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T.
Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE SPECTRUM
FUND, INC.
Spectrum Growth Fund
Spectrum Income
Fund
Spectrum
International Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE TAX-FREE INSURED INTERMEDIATE
BOND
FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE
SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash
Reserves Fund
T.
Rowe Price Summit Limited-Term Bond Fund
T.
Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE EQUITY
SERIES, INC.
T. Rowe Price Equity Income
Portfolio
T.
Rowe Price New America Growth Portfolio
T.
Rowe Price Personal Strategy Balanced
Portfolio
T. Rowe Price
Mid-Cap Growth Portfolio
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE FIXED
INCOME SERIES, INC.
T. Rowe Price Limited-Term
Bond Portfolio
T.
Rowe Price Prime Reserve Portfolio
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T.
Rowe Price Personal Strategy Growth Fund
T.
Rowe Price Personal Strategy Income Fund
T. ROWE PRICE VALUE FUND, INC.
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
INSTITUTIONAL
EQUITY FUNDS, INC.
Mid-Cap Equity Growth Fund
T.
ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH
FUND, INC.
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE SMALL CAP STOCK FUND,
INC.
T. Rowe Price Small Cap Stock
Fund
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE TAX EFFICIENT BALANCED FUND, INC.
RESERVE
INVESTMENT FUNDS, INC.
Government Reserve Investment
Fund
Reserve
Investment Fund
AMENDMENT
NO. 1
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of November 4, 1998, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price International Growth & Income Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Equity Income Portfolio
T. Rowe Price New
America Growth Portfolio
T. Rowe Price Personal Strategy
Balanced Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T.
Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST,
INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T.
Rowe Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Mid-Cap
Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign
Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS,
INC.
Reserve Investment Fund
Government
Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE
PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
New Jersey Tax-Free Bond
Fund
Virginia Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
Florida Intermediate
Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT BALANCED FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S. Treasury Long-Term
Fund
U.S. Treasury Money Fund
T. ROWE
PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash
Reserves Fund
T. Rowe Price Summit Limited-Term Bond
Fund
T. Rowe Price Summit GNMA Fund
T. ROWE
PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit
Municipal Money Market Fund
T. Rowe Price Summit Municipal
Intermediate Fund
T. Rowe Price Summit Municipal Income
Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/Stephen F. Brown |
By:_____________________________________ |
Stephen F. Brown, Vice President |
AMENDMENT
NO. 2
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 21, 1999, by adding thereto T. Rowe Price Tax-Efficient Funds, Inc., on behalf of T. Rowe Price Tax-Efficient Balanced Fund and T. Rowe Price Tax-Efficient Growth Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Equity Income Portfolio
T. Rowe Price New
America Growth Portfolio
T. Rowe Price Personal Strategy
Balanced Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T.
Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Mid-Cap
Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign
Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve
Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
New Jersey Tax-Free Bond
Fund
Virginia Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
Florida Intermediate
Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient
Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit Limited-Term Bond Fund
T. Rowe Price Summit
GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Ronald E. Logue |
By:_____________________________________ |
Ronald E. Logue, Vice President |
AMENDMENT
NO. 3
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998 and April 21, 1999 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 9, 2000, by adding thereto Institutional Equity Funds, Inc., on behalf of Institutional Large- Cap Value Fund and Institutional Small-Cap Stock Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Equity Income Portfolio
T. Rowe Price New
America Growth Portfolio
T. Rowe Price Personal Strategy
Balanced Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T.
Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional
Large-Cap Value Fund
Institutional Small-Cap Stock
Fund
Mid-Cap Equity Growth Fund
INSTITUTIONAL
INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS,
INC.
Reserve Investment Fund
Government
Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE
PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
New Jersey Tax-Free Bond
Fund
Virginia Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
Florida Intermediate
Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient
Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S. Treasury Long-Term
Fund
U.S. Treasury Money Fund
T. ROWE
PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash
Reserves Fund
T. Rowe Price Summit Limited-Term Bond
Fund
T. Rowe Price Summit GNMA Fund
T. ROWE
PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit
Municipal Money Market Fund
T. Rowe Price Summit Municipal
Intermediate Fund
T. Rowe Price Summit Municipal Income
Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Ronald E. Logue |
By:_____________________________________ |
Ronald E. Logue, Vice President |
AMENDMENT
NO. 4
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, and February 9, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 19, 2000, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Emerging Europe & Mediterranean Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE
INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES,
INC.
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T.
Rowe Price Personal Strategy Balanced Portfolio
T.
Rowe Price Mid-Cap Growth Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST,
INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T.
Rowe Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional
Large-Cap Value Fund
Institutional Small-Cap Stock
Fund
Institutional Mid-Cap Equity Growth Fund
INSTITUTIONAL
INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve
Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
New Jersey Tax-Free Bond
Fund
Virginia Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
Florida Intermediate
Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient
Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit Limited-Term Bond Fund
T. Rowe Price Summit
GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Ronald E. Logue |
By:_____________________________________ |
Ronald E. Logue, Vice President |
AMENDMENT
NO. 5
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, and April 19, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 18, 2000, by adding thereto T. Rowe Price Developing Technologies Fund, Inc., T. Rowe Price Global Technology Fund, Inc., and T. Rowe Price U.S. Bond Index Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Equity Income Portfolio
T. Rowe Price New
America Growth Portfolio
T. Rowe Price Personal Strategy
Balanced Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T.
Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST,
INC.
T. Rowe Price Equity Index 500 Fund
T. Rowe Price Extended Equity Market Index Fund
T.
Rowe Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional
Large-Cap Value Fund
Institutional Small-Cap Stock
Fund
Institutional Mid-Cap Equity Growth Fund
INSTITUTIONAL
INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve
Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
New Jersey Tax-Free Bond
Fund
Virginia Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
Florida Intermediate
Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient
Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S. Treasury Long-Term
Fund
U.S. Treasury Money Fund
T. ROWE
PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash
Reserves Fund
T. Rowe Price Summit Limited-Term Bond
Fund
T. Rowe Price Summit GNMA Fund
T. ROWE
PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit
Municipal Money Market Fund
T. Rowe Price Summit Municipal
Intermediate Fund
T. Rowe Price Summit Municipal Income
Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Ronald E. Logue |
By:_____________________________________ |
Ronald E. Logue, Vice President |
AMENDMENT
NO. 6
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000 and July 18, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 25, 2000, by adding thereto T. Rowe Price International Index Fund, Inc., on behalf of T. Rowe Price International Equity Index Fund; T. Rowe Price Tax-Efficient Funds, Inc., on behalf of T. Rowe Price Tax-Efficient Multi-Cap Growth Fund; and T. Rowe Price Equity Series, Inc., on behalf of T. Rowe Price Blue Chip Growth Portfolio, T. Rowe Price Equity Index 500 Portfolio, and T. Rowe Price Health Sciences Portfolio.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
INSTITUTIONAL
EQUITY FUNDS, INC.
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Institutional
Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign
Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE
PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International
Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve
Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
New Jersey Tax-Free Bond
Fund
Virginia Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
Florida Intermediate
Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient
Balanced Fund
T. Rowe Price Tax-Efficient Growth
Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth
Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit Limited-Term Bond Fund
T. Rowe Price Summit
GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Ronald E. Logue |
By:_____________________________________ |
Ronald E. Logue, Vice President |
AMENDMENT
NO. 7
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, and October 25, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 7, 2001, by adding thereto T. Rowe Price State Tax-Free Income Trust, on behalf of Maryland Tax-Free Money Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional
Large-Cap Value Fund
Institutional Small-Cap Stock
Fund
Institutional Mid-Cap Equity Growth Fund
INSTITUTIONAL
INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE
PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International
Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve
Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Virginia Short-Term Tax-Free Bond
Fund
Florida Intermediate Tax-Free Fund
Georgia
Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient
Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit Limited-Term Bond Fund
T. Rowe Price Summit
GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Ronald E. Logue |
By:_____________________________________ |
Ronald E. Logue, Vice President |
AMENDMENT
NO. 8
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, and February 7, 2001 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 24, 2001, by adding thereto Institutional Equity Funds, Inc., on behalf of Institutional Large-Cap Growth Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional
Large-Cap Value Fund
Institutional Small-Cap Stock
Fund
Institutional Mid-Cap Equity Growth Fund
Institutional Large-Cap Growth Fund
INSTITUTIONAL
INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE
PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International
Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T.
Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 9
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, and July 24, 2001 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 24, 2002, by adding thereto T. Rowe Price Institutional Income Funds, Inc., on behalf of T. Rowe Price Institutional High Yield Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T.
Rowe Price Institutional Large-Cap Value Fund
T. Rowe
Price Institutional Small-Cap Stock Fund
T. Rowe Price
Institutional Mid-Cap Equity Growth Fund
T. Rowe Price
Institutional Large-Cap Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional High Yield Fund
T. ROWE
PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe
Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Stock Fund
T. Rowe Price European Stock
Fund
T. Rowe Price New Asia Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Global Stock
Fund
T. Rowe Price International Growth & Income
Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth
Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth
Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Ronald E. Logue |
By:_____________________________________ |
Ronald E. Logue, Vice Chairman |
AMENDMENT
NO. 10
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, and April 24, 2002 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 24, 2002, by adding thereto T. Rowe Price Inflation Protected Bond Fund, Inc.; T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Emerging Markets Equity Fund; T. Rowe Price Retirement Funds, Inc., on behalf of T. Rowe Price Retirement 2010 Fund, T. Rowe Price Retirement 2020 Fund, T. Rowe Price Retirement 2030 Fund, and T. Rowe Price Retirement 2040 Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional High Yield Fund
T. ROWE
PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe
Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Stock Fund
T. Rowe Price European Stock
Fund
T. Rowe Price New Asia Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Global Stock
Fund
T. Rowe Price International Growth & Income
Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement
2020 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2040 Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T.
Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 11
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, and July 24, 2002 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of September 4, 2002, by adding thereto T. Rowe Price Retirement Funds, Inc., on behalf of T. Rowe Price Retirement Income Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Large-Cap Value Fund
T. Rowe Price Institutional
Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap
Equity Growth Fund
T. Rowe Price Institutional Large-Cap
Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity
Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE
PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International
Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY
FUNDS, INC.
T. Rowe Price Personal Strategy Balanced
Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price
Reserve Investment Fund
T. Rowe Price Government Reserve
Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement
2020 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New
Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia
Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient
Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 12
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, and September 4, 2002 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 23, 2003, by adding thereto T. Rowe Price Institutional Equity Funds, Inc., on behalf of T. Rowe Price Institutional Large-Cap Core Growth Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Large-Cap Value Fund
T. Rowe Price Institutional
Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap
Equity Growth Fund
T. Rowe Price Institutional Large-Cap
Growth Fund
T. Rowe Price Institutional Large-Cap
Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity
Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE
PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International
Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY
FUNDS, INC.
T. Rowe Price Personal Strategy Balanced
Fund
T. Rowe Price Personal Strategy Growth Fund
T. Rowe Price Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price
Reserve Investment Fund
T. Rowe Price Government Reserve
Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement
2020 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
New Jersey Tax-Free Bond
Fund
Virginia Tax-Free Bond Fund
Florida
Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient
Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap
Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 13
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, and July 23, 2003 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 22, 2003, by adding thereto T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional High Yield Fund
T. ROWE
PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe
Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Stock Fund
T. Rowe Price European Stock
Fund
T. Rowe Price New Asia Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Global Stock
Fund
T. Rowe Price International Growth & Income
Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement
2020 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T.
Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 14
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, and October22, 2003 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 4, 2004, by adding thereto T. Rowe Price Retirement Funds, Inc., on behalf of T. Rowe Price Retirement 2005 Fund, T. Rowe Price Retirement 2015 Fund, T. Rowe Price Retirement 2025 Fund, and T. Rowe Price Retirement 2035 Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Large-Cap Value Fund
T. Rowe Price Institutional
Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap
Equity Growth Fund
T. Rowe Price Institutional Large-Cap
Growth Fund
T. Rowe Price Institutional Large-Cap
Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity
Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND,
INC.
Spectrum Growth Fund
Spectrum
Income Fund
Spectrum International Fund
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free
Money Fund
Maryland Tax-Free Bond Fund
Maryland
Short-Term Tax-Free Bond Fund
New York Tax-Free Bond
Fund
New York Tax-Free Money Fund
New
Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia
Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient
Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 15
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, and February 4, 2004 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of September 20, 2004 by adding thereto T. Rowe Price Institutional Income Funds, Inc., on behalf of T. Rowe Price Institutional Core Plus Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T.
ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity
Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T.
Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 16
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, and September 20, 2004 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of March 2, 2005 by adding thereto T. Rowe Price Retirement Funds, Inc., on behalf of T. Rowe Price Retirement 2045 Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity
Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND,
INC.
Spectrum Growth Fund
Spectrum
Income Fund
Spectrum International Fund
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free
Money Fund
Maryland Tax-Free Bond Fund
Maryland
Short-Term Tax-Free Bond Fund
New York Tax-Free Bond
Fund
New York Tax-Free Money Fund
New
Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia
Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient
Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 17
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, and March 2, 2005 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 19, 2006 by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Global Equity Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE
INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity
Fund
T. Rowe Price Institutional Global Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND,
INC.
Spectrum Growth Fund
Spectrum
Income Fund
Spectrum International Fund
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free
Money Fund
Maryland Tax-Free Bond Fund
Maryland
Short-Term Tax-Free Bond Fund
New York Tax-Free Bond
Fund
New York Tax-Free Money Fund
New
Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia
Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient
Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 18
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, and April 19, 2006 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 19, 2006 by adding thereto T. Rowe Price Short- Term Income Fund, Inc. and T. Rowe Price Institutional Equity Funds, Inc., on behalf of T. Rowe Price Institutional Concentrated Large- Cap Value Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Large-Cap Value Fund
T. Rowe Price Institutional
Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap
Equity Growth Fund
T. Rowe Price Institutional Large-Cap
Growth Fund
T. Rowe Price Institutional Large-Cap
Core Growth Fund
T. Rowe Price Institutional Concentrated
Large-Cap Value
Fund
T. ROWE
PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price
Institutional Core Plus Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. Rowe
Price Institutional Global Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Stock Fund
T. Rowe Price European Stock
Fund
T. Rowe Price New Asia Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price Emerging Europe & Mediterranean Fund
T.
ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe
Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T.
Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 19
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, and July 19, 2006 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 18, 2006 by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Emerging Markets Bond Fund, T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Overseas Stock Fund and T. Rowe Price Retirement Funds, Inc., on behalf of T. Rowe Price Retirement 2050 Fund and T. Rowe Price Retirement 2055 Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Large-Cap Value Fund
T. Rowe Price Institutional
Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap
Equity Growth Fund
T. Rowe Price Institutional Large-Cap
Growth Fund
T. Rowe Price Institutional Large-Cap
Core Growth Fund
T. Rowe Price Institutional Concentrated
Large-Cap Value
Fund
T. ROWE
PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price
Institutional Core Plus Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. Rowe
Price Institutional Global Equity Fund
T. Rowe Price Institutional Emerging Markets Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Stock Fund
T. Rowe Price European Stock
Fund
T. Rowe Price New Asia Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T.
Rowe Price Overseas Stock Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T.
Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 20
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, and October 18, 2006 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 24, 2007 by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional International Bond Fund; and by removing Florida Intermediate Tax-Free Fund and T. Rowe Price Tax-Free Intermediate Bond, Inc. which were merged into the T. Rowe Price Summit Municipal Intermediate Fund on November 13, 2006.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Concentrated Large-Cap Value
Fund
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Large-Cap
Growth Fund
T. Rowe Price Institutional Large-Cap
Value Fund
T. Rowe Price Institutional Mid-Cap Equity
Growth Fund
T. Rowe Price Institutional Small-Cap
Stock Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Bond Fund
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T.
Rowe Price Institutional Global Equity Fund
T. Rowe
Price Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Emerging Markets Bond Fund
T.
Rowe Price Emerging Markets Stock Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. Rowe Price
European Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Growth
& Income Fund
T. Rowe Price International Stock
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price New Asia
Fund
T. Rowe Price Overseas Stock Fund
T. ROWE
PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price
International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient
Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap
Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S. Treasury Long-Term
Fund
U.S. Treasury Money Fund
T. ROWE
PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash
Reserves Fund
T. Rowe Price Summit GNMA Fund
T.
ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price
Summit Municipal Income Fund
T. Rowe Price Summit
Municipal Intermediate Fund
T. Rowe Price Summit Municipal
Money Market Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 21
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, and April 24, 2007 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of June 12, 2007, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Africa & Middle East Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Concentrated Large-Cap Value
Fund
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Large-Cap
Growth Fund
T. Rowe Price Institutional Large-Cap
Value Fund
T. Rowe Price Institutional Mid-Cap Equity
Growth Fund
T. Rowe Price Institutional Small-Cap
Stock Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Bond Fund
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T.
Rowe Price Institutional Global Equity Fund
T. Rowe
Price Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa & Middle East Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Emerging
Europe & Mediterranean Fund
T. Rowe Price European
Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Bond Fund
T. Rowe Price International Discovery
Fund
T. Rowe Price International Growth & Income
Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price New Asia
Fund
T. Rowe Price Overseas Stock Fund
T. ROWE
PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price
International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement 2050 Fund
T. Rowe Price Retirement 2055 Fund
T.
Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE
PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient
Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap
Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T.
ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury
Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 22
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, and June 12, 2007 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 24, 2007, by adding thereto T. Rowe Price Institutional Equity Funds, Inc., on behalf of T. Rowe Price Institutional U.S. Structured Research Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Concentrated Large-Cap Value
Fund
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Large-Cap
Growth Fund
T. Rowe Price Institutional Large-Cap
Value Fund
T. Rowe Price Institutional Mid-Cap Equity
Growth Fund
T. Rowe Price Institutional Small-Cap
Stock Fund
T. Rowe Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe Price Institutional Emerging Markets Bond Fund
T. Rowe Price Institutional Emerging Markets Equity Fund
T. Rowe Price Institutional Foreign Equity Fund
T.
Rowe Price Institutional Global Equity Fund
T. Rowe
Price Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa & Middle East Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Emerging
Europe & Mediterranean Fund
T. Rowe Price European
Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price International Stock Fund
T. Rowe Price
Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T.
Rowe Price Overseas Stock Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement 2050 Fund
T.
Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement
Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND,
INC.
Spectrum Growth Fund
Spectrum
Income Fund
Spectrum International Fund
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST
Georgia Tax-Free
Bond Fund
Maryland Short-Term Tax-Free Bond Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient
Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap
Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T.
ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury
Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 23
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, and July 24, 2007 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 23, 2007, by adding thereto T. Rowe Price Institutional Income Funds, Inc., on behalf of T. Rowe Price Institutional Floating Rate Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE
INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Concentrated Large-Cap Value
Fund
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Large-Cap
Growth Fund
T. Rowe Price Institutional Large-Cap
Value Fund
T. Rowe Price Institutional Mid-Cap Equity
Growth Fund
T. Rowe Price Institutional Small-Cap
Stock Fund
T. Rowe Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional Floating Rate Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. Rowe
Price Institutional Global Equity Fund
T. Rowe Price
Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa & Middle East Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Emerging
Europe & Mediterranean Fund
T. Rowe Price European
Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2045 Fund
T.
Rowe Price Retirement 2050 Fund
T. Rowe Price Retirement
2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient
Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap
Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S. Treasury Long-Term
Fund
U.S. Treasury Money Fund
T. ROWE
PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash
Reserves Fund
T. Rowe Price Summit GNMA Fund
T.
ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price
Summit Municipal Income Fund
T. Rowe Price Summit
Municipal Intermediate Fund
T. Rowe Price Summit Municipal
Money Market Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 24
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, and October 23, 2007 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 6, 2008, by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Africa & Middle East Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Concentrated Large-Cap Value
Fund
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Large-Cap
Growth Fund
T. Rowe Price Institutional Large-Cap
Value Fund
T. Rowe Price Institutional Mid-Cap Equity
Growth Fund
T. Rowe Price Institutional Small-Cap
Stock Fund
T. Rowe Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional Floating Rate Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Africa & Middle East Fund
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. Rowe
Price Institutional Global Equity Fund
T. Rowe Price
Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa & Middle East Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Emerging
Europe & Mediterranean Fund
T. Rowe Price European
Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Growth
& Income Fund
T. Rowe Price International Stock
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price New Asia
Fund
T. Rowe Price Overseas Stock Fund
T. ROWE
PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price
International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient
Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap
Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T.
ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury
Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 25
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, and February 6, 2008 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 22, 2008, by adding thereto T. Rowe Price Global Real Estate Fund, Inc., T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Global Large-Cap Equity Fund, and T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Global Large-Cap Stock Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Concentrated Large-Cap Value
Fund
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T.
Rowe Price Institutional Large-Cap Value Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional Floating Rate Fund
T. Rowe
Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity
Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap Equity Fund
T. Rowe Price Institutional International Bond Fund
T. ROWE
PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa
& Middle East Fund
T. Rowe Price Emerging Markets
Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. Rowe Price European Stock Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Global Large-Cap
Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient
Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap
Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S. Treasury Long-Term
Fund
U.S. Treasury Money Fund
T. ROWE
PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash
Reserves Fund
T. Rowe Price Summit GNMA Fund
T.
ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price
Summit Municipal Income Fund
T. Rowe Price Summit
Municipal Intermediate Fund
T. Rowe Price Summit Municipal
Money Market Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 26
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, and July 22, 2008 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 21, 2008, by adding thereto T. Rowe Price Strategic Income Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Concentrated Large-Cap Value
Fund
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T.
Rowe Price Institutional Large-Cap Value Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional Floating Rate Fund
T. Rowe
Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity
Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap Equity Fund
T. Rowe Price Institutional International Bond Fund
T. ROWE
PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa
& Middle East Fund
T. Rowe Price Emerging Markets
Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. Rowe Price European Stock Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Global Large-Cap
Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient
Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T.
ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury
Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 27
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, and October 21, 2008 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 22, 2009, by adding thereto T. Rowe Price U.S. Large-Cap Core Fund, Inc., by removing T. Rowe Price Developing Technologies Fund, Inc. which merged into the T. Rowe Price Science & Technology Fund on November 17, 2008, and by removing T. Rowe Price Institutional Concentrated Large-Cap Value Fund which was liquidated on March 19, 2009.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T.
ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional Floating Rate Fund
T. Rowe
Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity
Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap Equity Fund
T. Rowe Price Institutional International Bond Fund
T. ROWE
PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa
& Middle East Fund
T. Rowe Price Emerging Markets
Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Bond Fund
T.
Rowe Price Global Large-Cap Stock Fund
T. Rowe Price
Global Stock Fund
T. Rowe Price International Bond
Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T.
Rowe Price Japan Fund
T. Rowe Price Latin America
Fund
T. Rowe Price New Asia Fund
T.
Rowe Price Overseas Stock Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T.
Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement
2040 Fund
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement 2050 Fund
T.
Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement
Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND,
INC.
Spectrum Growth Fund
Spectrum
Income Fund
Spectrum International Fund
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST
Georgia Tax-Free
Bond Fund
Maryland Short-Term Tax-Free Bond Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient
Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 28
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, and April 22, 2009 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 20, 2009, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Global Infrastructure Fund, by removing T. Rowe Price Tax-Efficient Balanced Fund which was merged into the T. Rowe Price Balanced Fund, Inc., on August 28, 2009; by removing T. Rowe Price Tax-Efficient Growth Fund which merged into the T. Rowe Price Tax-Efficient Multi-Cap Growth Fund on August 28, 2009, and by changing the name of the T. Rowe Price Tax-Efficient Multi-Cap Growth Fund to the T. Rowe Price Tax-Efficient Equity Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME
SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Large-Cap Core Growth Fund
T. Rowe Price
Institutional Large-Cap Growth Fund
T. Rowe Price
Institutional Large-Cap Value Fund
T. Rowe Price Institutional
Mid-Cap Equity Growth Fund
T. Rowe Price Institutional
Small-Cap Stock Fund
T. Rowe Price Institutional U.S.
Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional Floating Rate Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Africa & Middle East Fund
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. Rowe
Price Institutional Global Equity Fund
T. Rowe Price
Institutional Global Large-Cap Equity Fund
T. Rowe
Price Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Markets Bond
Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price European Stock Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Global
Infrastructure Fund
T. Rowe Price Global Large-Cap
Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 29
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, and October 20, 2009 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 10, 2010, by adding thereto T. Rowe Price Real Assets Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Large-Cap Core Growth Fund
T. Rowe Price
Institutional Large-Cap Growth Fund
T. Rowe Price
Institutional Large-Cap Value Fund
T. Rowe Price Institutional
Mid-Cap Equity Growth Fund
T. Rowe Price Institutional
Small-Cap Stock Fund
T. Rowe Price Institutional U.S.
Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional Floating Rate Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Africa & Middle East Fund
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. Rowe
Price Institutional Global Equity Fund
T. Rowe Price
Institutional Global Large-Cap Equity Fund
T. Rowe
Price Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa & Middle East Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Emerging
Europe & Mediterranean Fund
T. Rowe Price European
Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Large-Cap Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Growth
& Income Fund
T. Rowe Price International Stock
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price New Asia
Fund
T. Rowe Price Overseas Stock Fund
T. ROWE
PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price
International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price
Government Reserve Investment Fund
T. Rowe Price Reserve
Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T.
Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement
2040 Fund
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement 2050 Fund
T.
Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement
Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND,
INC.
Spectrum Growth Fund
Spectrum
Income Fund
Spectrum International Fund
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST
Georgia Tax-Free
Bond Fund
Maryland Short-Term Tax-Free Bond Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S. Treasury Long-Term
Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 30
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, and February 10, 2009 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 29, 2010, by changing the name of the T. Rowe Price Institutional Foreign Equity Fund to the T. Rowe Price Institutional International Growth Equity Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional Floating Rate Fund
T. Rowe
Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Global Equity
Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund
T. Rowe Price Institutional International
Bond Fund
T. Rowe Price Institutional International Growth Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price Africa & Middle East Fund
T. Rowe Price
Emerging Markets Bond Fund
T. Rowe Price Emerging
Markets Stock Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe
Price Global Infrastructure Fund
T. Rowe Price Global
Large-Cap Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 31
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, and April 29, 2010 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 6, 2010, by changing the name of the T. Rowe Price Short-Term Income Fund, Inc. to the T. Rowe Price Inflation Focused Bond Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T.
Rowe Price Institutional Large-Cap Value Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional Floating Rate Fund
T. Rowe
Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Global Equity
Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund
T. Rowe Price Institutional International
Bond Fund
T. Rowe Price Institutional International
Growth Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Markets Bond
Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price European Stock Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Global
Infrastructure Fund
T. Rowe Price Global Large-Cap
Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price
Government Reserve Investment Fund
T. Rowe Price Reserve
Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T.
ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 32
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, and July 6, 2010 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 21, 2010, by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Concentrated International Equity Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T.
Rowe Price Institutional Large-Cap Value Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional Floating Rate Fund
T. Rowe
Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Concentrated
International
Equity Fund
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Global Equity Fund
T. Rowe
Price Institutional Global Large-Cap Equity Fund
T.
Rowe Price Institutional International Bond Fund
T.
Rowe Price Institutional International Growth Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price Africa & Middle East Fund
T. Rowe Price
Emerging Markets Bond Fund
T. Rowe Price Emerging
Markets Stock Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe
Price Global Infrastructure Fund
T. Rowe Price Global
Large-Cap Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T.
ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 33
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, and July 21, 2010 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 21, 2010, by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional International Core Equity Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T.
Rowe Price Institutional Large-Cap Value Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional Floating Rate Fund
T. Rowe
Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Concentrated
International
Equity Fund
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Global Equity Fund
T. Rowe
Price Institutional Global Large-Cap Equity Fund
T.
Rowe Price Institutional International Bond Fund
T.
Rowe Price Institutional International Core Equity Fund
T. Rowe Price Institutional International Growth Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price Africa & Middle East Fund
T. Rowe Price
Emerging Markets Bond Fund
T. Rowe Price Emerging
Markets Stock Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe
Price Global Infrastructure Fund
T. Rowe Price Global
Large-Cap Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T.
ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 34
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, and October 21, 2010 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 15, 2011, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Emerging Markets Local Currency Bond Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T.
Rowe Price Institutional Large-Cap Value Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional Floating Rate Fund
T. Rowe
Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Concentrated
International
Equity Fund
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Global Equity Fund
T. Rowe
Price Institutional Global Large-Cap Equity Fund
T.
Rowe Price Institutional International Bond Fund
T.
Rowe Price Institutional International Core Equity Fund
T. Rowe Price Institutional International Growth Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price Africa & Middle East Fund
T. Rowe Price
Emerging Markets Bond Fund
T. Rowe Price Emerging
Markets Local Currency Bond Fund
T. Rowe Price Emerging
Markets Stock Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe
Price Global Infrastructure Fund
T. Rowe Price Global
Large-Cap Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T.
ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 35
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, and April 15, 2011 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 20, 2011, by adding thereto T. Rowe Price Floating Rate Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE FLOATING RATE FUND, INC.
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional Floating Rate Fund
T. Rowe
Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Concentrated
International
Equity Fund
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Global Equity Fund
T. Rowe
Price Institutional Global Large-Cap Equity Fund
T.
Rowe Price Institutional International Bond Fund
T. Rowe Price Institutional International
Core Equity Fund
T. Rowe Price Institutional International
Growth Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price Africa & Middle East Fund
T. Rowe Price
Emerging Markets Bond Fund
T. Rowe Price Emerging
Markets Local Currency Bond Fund
T. Rowe Price Emerging
Markets Stock Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe
Price Global Infrastructure Fund
T. Rowe Price Global
Large-Cap Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT
FUNDS, INC.
T. Rowe Price Government Reserve Investment
Fund
T. Rowe Price Reserve Investment Fund
T. ROWE
PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement
2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2015 Fund
T.
Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement
2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2035 Fund
T.
Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement
2045 Fund
T. Rowe Price Retirement 2050 Fund
T. Rowe Price Retirement 2055 Fund
T.
Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price Summit Municipal Intermediate
Fund
T. Rowe Price Summit Municipal Money Market Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 36
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, and April 20, 2011 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 17, 2011, by adding thereto T. Rowe Price Multi-Sector Account Portfolios, Inc., on behalf of T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio, T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio, T. Rowe Price Floating Rate Multi-Sector Account Portfolio, T. Rowe Price High Yield Multi-Sector Account Portfolio, T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio, and T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio; and by changing the name of the T. Rowe Price U.S. Bond Index Fund, Inc. to the T. Rowe Price U.S. Bond Enhanced Index Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE FLOATING RATE FUND, INC.
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional Floating Rate Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Africa & Middle East Fund
T.
Rowe Price Institutional Concentrated International
Equity Fund
T. Rowe Price Institutional Emerging
Markets Bond Fund
T. Rowe Price Institutional Emerging
Markets Equity Fund
T. Rowe Price Institutional Global
Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund
T. Rowe Price Institutional International
Bond Fund
T. Rowe Price Institutional International
Core Equity Fund
T. Rowe Price Institutional International
Growth Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price Africa & Middle East Fund
T. Rowe Price
Emerging Markets Bond Fund
T. Rowe Price Emerging
Markets Local Currency Bond Fund
T. Rowe Price Emerging
Markets Stock Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe
Price Global Infrastructure Fund
T. Rowe Price Global
Large-Cap Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
T.
Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio
T.
Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
T.
Rowe Price Floating Rate Multi-Sector Account Portfolio
T.
Rowe Price High Yield Multi-Sector Account Portfolio
T.
Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio
T.
Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price
Government Reserve Investment Fund
T. Rowe Price Reserve
Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND,
INC.
Spectrum Growth Fund
Spectrum
Income Fund
Spectrum International Fund
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST
Georgia Tax-Free
Bond Fund
Maryland Short-Term Tax-Free Bond Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 37
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, and October 17, 2011 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 9, 2012, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Emerging Markets Corporate Bond Fund.
T. ROWE PRICE BALANCED FUND, INC. |
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. |
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
|
T. ROWE PRICE CAPITAL APPRECIATION FUND |
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. |
T. ROWE PRICE CORPORATE INCOME FUND, INC. |
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVIDEND GROWTH FUND, INC. |
T. ROWE PRICE EQUITY INCOME FUND |
T. ROWE PRICE EQUITY SERIES,
INC.
|
T. ROWE PRICE FINANCIAL SERVICES FUND, INC. |
T. ROWE PRICE FIXED INCOME SERIES, INC.
|
T. ROWE PRICE FLOATING RATE FUND, INC. |
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. |
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. |
T. ROWE PRICE GNMA FUND |
T. ROWE PRICE GROWTH & INCOME FUND, INC. |
T. ROWE PRICE GROWTH STOCK FUND, INC. |
T. ROWE PRICE HEALTH SCIENCES FUND, INC. |
T. ROWE PRICE HIGH YIELD FUND, INC. |
T. ROWE PRICE INDEX TRUST, INC.
|
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC. |
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. |
T. ROWE PRICE INSTITUTIONAL
EQUITY FUNDS, INC.
|
T. ROWE PRICE INSTITUTIONAL
INCOME FUNDS, INC.
|
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
|
T. ROWE
PRICE INTERNATIONAL FUNDS, INC.
|
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
|
T. ROWE PRICE INTERNATIONAL SERIES, INC.
|
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. |
T. ROWE PRICE MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE MID-CAP VALUE FUND, INC. |
T. ROWE
PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
|
T. ROWE PRICE NEW AMERICA GROWTH FUND |
T. ROWE PRICE NEW ERA FUND, INC. |
T. ROWE PRICE NEW HORIZONS FUNDS, INC. |
T. ROWE PRICE NEW INCOME FUND, INC. |
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
|
T. ROWE PRICE PRIME RESERVE FUND, INC. |
T. ROWE PRICE REAL ASSETS FUND, INC. |
T. ROWE PRICE REAL ESTATE FUND, INC. |
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC.
|
T. ROWE PRICE RETIREMENT FUNDS,
INC.
|
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. |
T. ROWE PRICE SHORT-TERM BOND FUND, INC. |
T. ROWE PRICE SMALL-CAP STOCK FUND, INC. |
T. ROWE PRICE SMALL-CAP VALUE FUND, INC. |
T. ROWE
PRICE SPECTRUM FUND, INC.
|
T. ROWE PRICE STATE TAX-FREE
INCOME TRUST
|
T. ROWE PRICE STRATEGIC INCOME FUND, INC. |
T. ROWE PRICE SUMMIT FUNDS,
INC.
|
T. ROWE
PRICE SUMMIT MUNICIPAL FUNDS, INC.
|
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
|
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. |
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. |
T. ROWE PRICE TAX-FREE INCOME FUND, INC. |
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. |
T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. |
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. |
T. ROWE
PRICE U.S. TREASURY FUNDS, INC.
|
T. ROWE PRICE VALUE FUND, INC. |
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 38
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, and February 9, 2012 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 24, 2012, by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Global Value Equity Fund and by removing T. Rowe Price Global Bond Fund which merged into the T. Rowe Price International Bond Fund on October 31, 2000.
T. ROWE PRICE BALANCED FUND, INC. |
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. |
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
|
T. ROWE PRICE CAPITAL APPRECIATION FUND |
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. |
T. ROWE PRICE CORPORATE INCOME FUND, INC. |
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVIDEND GROWTH FUND, INC. |
T. ROWE PRICE EQUITY INCOME FUND |
T. ROWE PRICE EQUITY SERIES,
INC.
|
T. ROWE PRICE FINANCIAL SERVICES FUND, INC. |
T. ROWE
PRICE FIXED INCOME SERIES, INC.
|
T. ROWE PRICE FLOATING RATE FUND, INC. |
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. |
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. |
T. ROWE PRICE GNMA FUND |
T. ROWE PRICE GROWTH & INCOME FUND, INC. |
T. ROWE PRICE GROWTH STOCK FUND, INC. |
T. ROWE PRICE HEALTH SCIENCES FUND, INC. |
T. ROWE PRICE HIGH YIELD FUND, INC. |
T. ROWE PRICE INDEX TRUST, INC.
|
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC. |
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. |
T. ROWE PRICE INSTITUTIONAL
EQUITY FUNDS, INC.
|
T. ROWE PRICE INSTITUTIONAL
INCOME FUNDS, INC.
|
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
|
T. ROWE
PRICE INTERNATIONAL FUNDS, INC.
|
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
|
T. ROWE PRICE INTERNATIONAL SERIES, INC.
|
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. |
T. ROWE PRICE MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE MID-CAP VALUE FUND, INC. |
T. ROWE
PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
|
T. ROWE PRICE NEW AMERICA GROWTH FUND |
T. ROWE PRICE NEW ERA FUND, INC. |
T. ROWE PRICE NEW HORIZONS FUNDS, INC. |
T. ROWE PRICE NEW INCOME FUND, INC. |
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
|
T. ROWE PRICE PRIME RESERVE FUND, INC. |
T. ROWE PRICE REAL ASSETS FUND, INC. |
T. ROWE PRICE REAL ESTATE FUND, INC. |
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC.
|
T. ROWE PRICE RETIREMENT FUNDS,
INC.
|
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. |
T. ROWE PRICE SHORT-TERM BOND FUND, INC. |
T. ROWE PRICE SMALL-CAP STOCK FUND, INC. |
T. ROWE PRICE SMALL-CAP VALUE FUND, INC. |
T. ROWE
PRICE SPECTRUM FUND, INC.
|
T. ROWE PRICE STATE TAX-FREE
INCOME TRUST
|
T. ROWE PRICE STRATEGIC INCOME FUND, INC. |
T. ROWE PRICE SUMMIT FUNDS,
INC.
|
T. ROWE
PRICE SUMMIT MUNICIPAL FUNDS, INC.
|
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
|
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. |
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. |
T. ROWE PRICE TAX-FREE INCOME FUND, INC. |
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. |
T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. |
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. |
T. ROWE
PRICE U.S. TREASURY FUNDS, INC.
|
T. ROWE PRICE VALUE FUND, INC. |
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 39
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, and April 24, 2012 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of September 9, 2012, by adding thereto T. Rowe Price Short-Term Bond Fund, Inc. on behalf of T. Rowe Price Ultra Short-Term Bond Fund and T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. on behalf of T. Rowe Price Tax-Free Ultra Short-Term Bond Fund.
T. ROWE PRICE BALANCED FUND, INC. |
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. |
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
|
T. ROWE PRICE CAPITAL APPRECIATION FUND |
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. |
T. ROWE PRICE CORPORATE INCOME FUND, INC. |
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVIDEND GROWTH FUND, INC. |
T. ROWE PRICE EQUITY INCOME FUND |
T. ROWE PRICE EQUITY SERIES,
INC.
|
T. ROWE PRICE FINANCIAL SERVICES FUND, INC. |
T. ROWE
PRICE FIXED INCOME SERIES, INC.
|
T. ROWE PRICE FLOATING RATE FUND, INC. |
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. |
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. |
T. ROWE PRICE GNMA FUND |
T. ROWE PRICE GROWTH & INCOME FUND, INC. |
T. ROWE PRICE GROWTH STOCK FUND, INC. |
T. ROWE PRICE HEALTH SCIENCES FUND, INC. |
T. ROWE PRICE HIGH YIELD FUND, INC. |
T. ROWE PRICE INDEX TRUST, INC.
|
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC. |
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. |
T. ROWE PRICE INSTITUTIONAL
EQUITY FUNDS, INC.
|
T. ROWE PRICE INSTITUTIONAL
INCOME FUNDS, INC.
|
T. ROWE
PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
|
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
|
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
|
T. ROWE PRICE INTERNATIONAL SERIES, INC.
|
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. |
T. ROWE PRICE MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE MID-CAP VALUE FUND, INC. |
T. ROWE
PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
|
T. ROWE PRICE NEW AMERICA GROWTH FUND |
T. ROWE PRICE NEW ERA FUND, INC. |
T. ROWE PRICE NEW HORIZONS FUNDS, INC. |
T. ROWE PRICE NEW INCOME FUND, INC. |
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
|
T. ROWE PRICE PRIME RESERVE FUND, INC. |
T. ROWE PRICE REAL ASSETS FUND, INC. |
T. ROWE PRICE REAL ESTATE FUND, INC. |
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
|
T. ROWE PRICE RETIREMENT FUNDS, INC.
|
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. |
T. ROWE
PRICE SHORT-TERM BOND FUND, INC.
|
T. ROWE PRICE SMALL-CAP STOCK FUND, INC. |
T. ROWE PRICE SMALL-CAP VALUE FUND, INC. |
T. ROWE PRICE SPECTRUM FUND,
INC.
|
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST
|
T. ROWE PRICE STRATEGIC INCOME FUND, INC. |
T. ROWE PRICE SUMMIT FUNDS, INC.
|
T. ROWE PRICE SUMMIT MUNICIPAL
FUNDS, INC.
|
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
|
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. |
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. |
T. ROWE PRICE TAX-FREE INCOME FUND, INC. |
T. ROWE
PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
|
T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. |
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. |
T. ROWE
PRICE U.S. TREASURY FUNDS, INC.
|
T. ROWE PRICE VALUE FUND, INC. |
/s/David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 40
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, and September 9, 2012 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of November 7, 2012, by adding thereto T. Rowe Price Reserve Investment Funds, Inc. on behalf of the T. Rowe Price Short-Term Reserve Fund.
T. ROWE PRICE BALANCED FUND, INC. |
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. |
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
|
T. ROWE PRICE CAPITAL APPRECIATION FUND |
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. |
T. ROWE PRICE CORPORATE INCOME FUND, INC. |
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVIDEND GROWTH FUND, INC. |
T. ROWE PRICE EQUITY INCOME FUND |
T. ROWE PRICE EQUITY SERIES,
INC.
|
T. ROWE PRICE FINANCIAL SERVICES FUND, INC. |
T. ROWE
PRICE FIXED INCOME SERIES, INC.
|
T. ROWE PRICE FLOATING RATE FUND, INC. |
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. |
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. |
T. ROWE PRICE GNMA FUND |
T. ROWE PRICE GROWTH & INCOME FUND, INC. |
T. ROWE PRICE GROWTH STOCK FUND, INC. |
T. ROWE PRICE HEALTH SCIENCES FUND, INC. |
T. ROWE PRICE HIGH YIELD FUND, INC. |
T. ROWE PRICE INDEX TRUST, INC.
|
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC. |
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. |
T. ROWE PRICE INSTITUTIONAL
EQUITY FUNDS, INC.
|
T. ROWE PRICE INSTITUTIONAL
INCOME FUNDS, INC.
|
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
|
T. ROWE
PRICE INTERNATIONAL FUNDS, INC.
|
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
|
T. ROWE PRICE INTERNATIONAL SERIES, INC.
|
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. |
T. ROWE PRICE MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE MID-CAP VALUE FUND, INC. |
T. ROWE
PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
|
T. ROWE PRICE NEW AMERICA GROWTH FUND |
T. ROWE PRICE NEW ERA FUND, INC. |
T. ROWE PRICE NEW HORIZONS FUNDS, INC. |
T. ROWE PRICE NEW INCOME FUND, INC. |
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
|
T. ROWE PRICE PRIME RESERVE FUND, INC. |
T. ROWE PRICE REAL ASSETS FUND, INC. |
T. ROWE PRICE REAL ESTATE FUND, INC. |
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC.
|
T. ROWE
PRICE RETIREMENT FUNDS, INC.
|
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. |
T. ROWE
PRICE SHORT-TERM BOND FUND, INC.
|
T. ROWE PRICE SMALL-CAP STOCK FUND, INC. |
T. ROWE PRICE SMALL-CAP VALUE FUND, INC. |
T. ROWE PRICE SPECTRUM FUND,
INC.
|
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
|
T. ROWE PRICE STRATEGIC INCOME FUND, INC. |
T. ROWE PRICE SUMMIT FUNDS, INC.
|
T. ROWE
PRICE SUMMIT MUNICIPAL FUNDS, INC.
|
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
|
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. |
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. |
T. ROWE PRICE TAX-FREE INCOME FUND, INC. |
T.
ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
|
T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. |
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. |
T. ROWE
PRICE U.S. TREASURY FUNDS, INC.
|
T. ROWE PRICE VALUE FUND, INC. |
/s/David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 41
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, September 9, 2012, and November 7, 2012 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of March 14, 2013, by adding thereto T. Rowe Price Reserve Investment Funds, Inc. on behalf of the T. Rowe Price Short-Term Government Reserve Fund.
T. ROWE PRICE BALANCED FUND, INC. |
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. |
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
|
T. ROWE PRICE CAPITAL APPRECIATION FUND |
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. |
T. ROWE PRICE CORPORATE INCOME FUND, INC. |
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVIDEND GROWTH FUND, INC. |
T. ROWE PRICE EQUITY INCOME FUND |
T. ROWE PRICE EQUITY SERIES,
INC.
|
T. ROWE PRICE FINANCIAL SERVICES FUND, INC. |
T. ROWE
PRICE FIXED INCOME SERIES, INC.
|
T. ROWE PRICE FLOATING RATE FUND, INC. |
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. |
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. |
T. ROWE PRICE GNMA FUND |
T. ROWE PRICE GROWTH & INCOME FUND, INC. |
T. ROWE PRICE GROWTH STOCK FUND, INC. |
T. ROWE PRICE HEALTH SCIENCES FUND, INC. |
T. ROWE PRICE HIGH YIELD FUND, INC. |
T. ROWE PRICE INDEX TRUST, INC.
|
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC. |
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. |
T. ROWE PRICE INSTITUTIONAL
EQUITY FUNDS, INC.
|
T. ROWE PRICE INSTITUTIONAL
INCOME FUNDS, INC.
|
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
|
T. ROWE
PRICE INTERNATIONAL FUNDS, INC.
|
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
|
T. ROWE PRICE INTERNATIONAL SERIES, INC.
|
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. |
T. ROWE PRICE MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE MID-CAP VALUE FUND, INC. |
T. ROWE
PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
|
T. ROWE PRICE NEW AMERICA GROWTH FUND |
T. ROWE PRICE NEW ERA FUND, INC. |
T. ROWE PRICE NEW HORIZONS FUNDS, INC. |
T. ROWE PRICE NEW INCOME FUND, INC. |
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
|
T. ROWE PRICE PRIME RESERVE FUND, INC. |
T. ROWE PRICE REAL ASSETS FUND, INC. |
T. ROWE PRICE REAL ESTATE FUND, INC. |
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC.
|
T. ROWE
PRICE RETIREMENT FUNDS, INC.
|
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. |
T. ROWE
PRICE SHORT-TERM BOND FUND, INC.
|
T. ROWE PRICE SMALL-CAP STOCK FUND, INC. |
T. ROWE PRICE SMALL-CAP VALUE FUND, INC. |
T. ROWE PRICE SPECTRUM FUND,
INC.
|
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
|
T. ROWE PRICE STRATEGIC INCOME FUND, INC. |
T. ROWE PRICE SUMMIT FUNDS, INC.
|
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
|
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC.
|
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. |
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. |
T. ROWE PRICE TAX-FREE INCOME FUND, INC. |
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
|
T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. |
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. |
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
|
T. ROWE PRICE VALUE FUND, INC. |
/s/David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 42
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, September 9, 2012, November 7, 2012, and March 14, 2013 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 4, 2013, by adding thereto T. Rowe Price Global Allocation Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC. |
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. |
T. ROWE PRICE CALIFORNIA TAX-FREE
INCOME TRUST
|
T. ROWE PRICE CAPITAL APPRECIATION FUND |
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. |
T. ROWE PRICE CORPORATE INCOME FUND, INC. |
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVIDEND GROWTH FUND, INC. |
T. ROWE PRICE EQUITY INCOME FUND |
T. ROWE PRICE EQUITY SERIES,
INC.
|
T. ROWE PRICE FINANCIAL SERVICES FUND, INC. |
T. ROWE
PRICE FIXED INCOME SERIES, INC.
|
T. ROWE PRICE FLOATING RATE FUND, INC. |
T. ROWE PRICE GLOBAL ALLOCATION FUND, INC. |
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. |
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. |
T. ROWE PRICE GNMA FUND |
T. ROWE PRICE GROWTH & INCOME FUND, INC. |
T. ROWE PRICE GROWTH STOCK FUND, INC. |
T. ROWE PRICE HEALTH SCIENCES FUND, INC. |
T. ROWE PRICE HIGH YIELD FUND, INC. |
T. ROWE PRICE INDEX TRUST, INC.
|
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC. |
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. |
T. ROWE PRICE INSTITUTIONAL
EQUITY FUNDS, INC.
|
T. ROWE PRICE INSTITUTIONAL
INCOME FUNDS, INC.
|
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
|
T. ROWE
PRICE INTERNATIONAL FUNDS, INC.
|
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
|
T. ROWE PRICE INTERNATIONAL SERIES, INC.
|
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. |
T. ROWE PRICE MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE MID-CAP VALUE FUND, INC. |
T. ROWE
PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
|
T. ROWE PRICE NEW AMERICA GROWTH FUND |
T. ROWE PRICE NEW ERA FUND, INC. |
T. ROWE PRICE NEW HORIZONS FUNDS, INC. |
T. ROWE PRICE NEW INCOME FUND, INC. |
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
|
T. ROWE PRICE PRIME RESERVE FUND, INC. |
T. ROWE PRICE REAL ASSETS FUND, INC. |
T. ROWE PRICE REAL ESTATE FUND, INC. |
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC.
|
T. ROWE
PRICE RETIREMENT FUNDS, INC.
|
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. |
T. ROWE
PRICE SHORT-TERM BOND FUND, INC.
|
T. ROWE PRICE SMALL-CAP STOCK FUND, INC. |
T. ROWE PRICE SMALL-CAP VALUE FUND, INC. |
T. ROWE PRICE SPECTRUM FUND,
INC.
|
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
|
T. ROWE PRICE STRATEGIC INCOME FUND, INC. |
T. ROWE PRICE SUMMIT FUNDS, INC.
|
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
|
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC.
|
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. |
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. |
T. ROWE PRICE TAX-FREE INCOME FUND, INC. |
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
|
T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. |
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. |
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
|
T. ROWE PRICE VALUE FUND, INC. |
/s/David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 43
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, September 9, 2012, November 7, 2012, March 14, 2013, and April 4, 2013 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 22, 2013, by adding thereto T. Rowe Price Institutional Income Funds, Inc. on behalf of the T. Rowe Price Institutional Long Duration Credit Fund.
T. ROWE PRICE BALANCED FUND, INC. |
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. |
T. ROWE PRICE CALIFORNIA TAX-FREE
INCOME TRUST
|
T. ROWE PRICE CAPITAL APPRECIATION FUND |
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. |
T. ROWE PRICE CORPORATE INCOME FUND, INC. |
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVIDEND GROWTH FUND, INC. |
T. ROWE PRICE EQUITY INCOME FUND |
T. ROWE PRICE EQUITY SERIES,
INC.
|
T. ROWE PRICE FINANCIAL SERVICES FUND, INC. |
T. ROWE
PRICE FIXED INCOME SERIES, INC.
|
T. ROWE PRICE FLOATING RATE FUND, INC. |
T. ROWE PRICE GLOBAL ALLOCATION FUND, INC. |
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. |
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. |
T. ROWE PRICE GNMA FUND |
T. ROWE PRICE GROWTH & INCOME FUND, INC. |
T. ROWE PRICE GROWTH STOCK FUND, INC. |
T. ROWE PRICE HEALTH SCIENCES FUND, INC. |
T. ROWE PRICE HIGH YIELD FUND, INC. |
T. ROWE PRICE INDEX TRUST, INC.
|
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC. |
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. |
T. ROWE PRICE INSTITUTIONAL
EQUITY FUNDS, INC.
|
T. ROWE PRICE INSTITUTIONAL
INCOME FUNDS, INC.
|
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
|
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
|
T. ROWE
PRICE INTERNATIONAL INDEX FUND, INC.
|
T. ROWE
PRICE INTERNATIONAL SERIES, INC.
|
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. |
T. ROWE PRICE MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE MID-CAP VALUE FUND, INC. |
T. ROWE
PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
|
T. ROWE PRICE NEW AMERICA GROWTH FUND |
T. ROWE PRICE NEW ERA FUND, INC. |
T. ROWE PRICE NEW HORIZONS FUNDS, INC. |
T. ROWE PRICE NEW INCOME FUND, INC. |
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
|
T. ROWE PRICE PRIME RESERVE FUND, INC. |
T. ROWE PRICE REAL ASSETS FUND, INC. |
T. ROWE PRICE REAL ESTATE FUND, INC. |
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC.
|
T. ROWE
PRICE RETIREMENT FUNDS, INC.
|
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. |
T. ROWE
PRICE SHORT-TERM BOND FUND, INC.
|
T. ROWE PRICE SMALL-CAP STOCK FUND, INC. |
T. ROWE PRICE SMALL-CAP VALUE FUND, INC. |
T. ROWE PRICE SPECTRUM FUND,
INC.
|
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
|
T. ROWE PRICE STRATEGIC INCOME FUND, INC. |
T. ROWE
PRICE SUMMIT FUNDS, INC.
|
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
|
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC.
|
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. |
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. |
T. ROWE PRICE TAX-FREE INCOME FUND, INC. |
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
|
T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. |
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. |
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
|
T. ROWE PRICE VALUE FUND, INC. |
/s/David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 44
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, September 9, 2012, November 7, 2012, March 14, 2013, April 4, 2013, and April 22, 2013 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 1, 2013, by changing the name of the T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio to the T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio, on behalf of the T. Rowe Price Multi-Sector Account Portfolios, Inc.; and by adding thereto T. Rowe Price Retirement Funds, Inc. on behalf of the T. Rowe Price Target Retirement 2005 Fund, T. Rowe Price Target Retirement 2010 Fund, T. Rowe Price Target Retirement 2015 Fund, T. Rowe Price Target Retirement 2020 Fund, T. Rowe Price Target Retirement 2025 Fund, T. Rowe Price Target Retirement 2030 Fund, T. Rowe Price Target Retirement 2035 Fund, T. Rowe Price Target Retirement 2040 Fund, T. Rowe Price Target Retirement 2045 Fund, T. Rowe Price Target Retirement 2050 Fund, and T. Rowe Price Target Retirement 2055 Fund.
T. ROWE PRICE BALANCED FUND, INC. |
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. |
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST |