AGREEMENT

between

T. ROWE PRICE RETIREMENT PLAN SERVICES,INC.

and

T. ROWE PRICE FUNDS

 

 

TABLE OF CONTENTS

Page

ArticleA Terms of Appointment 2

ArticleB Duties of RPS 2

ArticleC Fees and Expenses 2

ArticleD Representations and Warranties of RPS 2

ArticleE Representations and Warranties of the Fund 3

ArticleF Standard of Care/Indemnification 4

ArticleG Dual Interests 6

ArticleH Documentation 6

ArticleI Recordkeeping/Confidentiality 8

ArticleJ Ownership of Software and Related Material 9

ArticleK As of Transactions

 1. Reporting 9

2. Liability 10

ArticleL Term and Termination of Agreement  12

ArticleM Notice  13

Article N Assignment 13

Article O Amendment/InterpretiveProvisions 13

Article P FurtherAssurances 14

Article Q MarylandLaw to Apply 14

Article R Mergerof Agreement 14

Article S Counterparts 14

Article T The Parties 14

Article U Directors,Trustees and Shareholders and Massachusetts Business Trust 15

ArticleV Captions  15

  SCHEDULE 1

  APPENDIX A

AGREEMENT, made as of the first day of January, 2015, by and between T. ROWE PRICERETIREMENT PLAN SERVICES, INC., a Maryland corporation having its principal office and place of businessat 100 East Pratt Street, Baltimore, Maryland 21202 (“RPS”), and EACH FUND WHICH IS LISTED ON APPENDIX A (as such Appendixmay be amended from time to time) and which evidences its agreement to be bound hereby by executing acopy of this Agreement (each Fund hereinafter referred to as “the Fund”) whose definition may be found in Article T;

WHEREAS,the Funds are named investment options under various tax-sheltered plans, including, but not limitedto, state and local government deferred compensation plans, 403(b) plans, profit sharing plans, thriftplans, 401(k) plans, non-qualified plans and money purchase pension plans for self-employed individuals,professional partnerships and corporations (collectively referred to as “Retirement Plans”); and the Fund has determinedthat such investments of Retirement Plans in the Funds are in the best long-term interest of the Funds;

WHEREAS, RPS has the capability of providing services, on behalf of the Fund, forsuch Retirement Plans and the accounts of individuals (“Participants”) participating in these Retirement Plans (“Retirement Accounts”);

WHEREAS,RPS represents that it is registered with the Securities and Exchange Commission as a Transfer Agentunder Section 17A of the Securities Exchange Act of 1934 (the “’34 Act”); and

WHEREAS, the Fund desiresto contract with RPS to provide the functions and services described herein in connection with the RetirementPlans and Retirement Accounts. 

NOW THEREFORE, in consideration of the mutual covenants herein contained, the partieshereto agree as follows:

A. Terms of Appointment

Subjectto the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints RPS toperform the services and functions described herein in connection with certain Retirement Plans and RetirementAccounts as agreed upon by the parties.  RPS may subcontract or jointly contract with other parties,including banks, on behalf of the Funds to perform certain of the functions described herein

B. Duties of RPS

RPS agrees that it will perform the services set forth on Schedule 1 of this Agreementin accordance with all applicable rules and regulations, the Fund’s then-current prospectus andpolicies and procedures adopted by RPS.  RPS will implement and maintain the systems, data storage andreporting necessary to perform such services.  

C. Fees and Expenses

 Forthe services performed on Schedule 1 of this Agreement, the Fund shall pay the fees and expenses as mutuallyagreed upon by both parties.

D. Representations and Warranties of RPS

RPSrepresents and warrants to the Fund that:

1. Itis a corporation duly organized and existing and in good standing under the laws of Maryland. 

2. It is empowered under applicablelaws and by its charter and by-laws to enter into and perform this Agreement.

3. All requisite corporate proceedingshave been taken to authorize it to enter into and perform this Agreement.

4. It has and will continue to have access to the necessary facilities,equipment and personnel to perform its duties and obligations under this Agreement.

5. It is registered with the Securities and Exchange Commissionas a Transfer Agent pursuant to Section 17A of the ‘34 Act.

E. Representationsand Warranties of the Fund

The Fund represents and warrants to RPSthat:

1. It is a corporation or businesstrust duly organized and existing and in good standing under the laws of Maryland, or Massachusetts,as the case may be.

2. It is empoweredunder applicable laws and by its Articles of Incorporation or Declaration of Trust, as the case may be,and By-Laws to enter into and perform this Agreement.

3. Allproceedings required by said Articles of Incorporation or Declaration of Trust, as the case may be, andBy-Laws have been taken to authorize it to enter into and perform this Agreement.

4. It is an investment company registered under the InvestmentCompany Act of 1940 (the “’40Act”).

5. A registrationstatement under the Securities Act of 1933 (the “’33Act”) is currently effective and will remain effective, and appropriate state securitieslaw filing have been made and will continue to be made, with respect to all shares of the Fund beingoffered for sale.

F. Standard of Care/Indemnification

Notwithstanding anythingto the contrary in this Agreement:

1. RPS shall not be liable to the Fund for any act or failure to act by it or its agents or subcontractorson behalf of the Fund in carrying or attempting to carry out the terms and provisions of this Agreementprovided RPS has acted in good faith and without negligence or willful misconduct and selected and monitoredthe performance of its agents and subcontractors with reasonable care.

2. The Fund shall indemnify and hold RPS harmless from and againstall losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel,incurred by RPS resulting from: (i) any action or omission by RPS or its agents or subcontractors inthe performance of their duties hereunder; (ii) RPS acting upon instructions reasonably believed by itto have been executed by a duly authorized officer of the Fund; or (iii) RPS acting upon informationprovided by the Fund in form and under policies agreed to by RPS and the Fund.  RPS shall not be entitledto such indemnification in respect of actions or omissions constituting negligence or willful misconductof RPS or where RPS has not exercised reasonable care in selecting or monitoring the performance of itsagents or subcontractors.

3. Except as providedin Article K of this Agreement, RPS shall indemnify and hold harmless the Fund from all losses, costs,damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by theFund resulting from negligence or willful misconduct of RPS or which result from RPS’ failure toexercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification in respect of 

actions or omissions constituting negligence or willful misconduct of such Fund orits agents or subcontractors; unless such negligence or misconduct is attributable to RPS. 

4. In determining RPS’ liability, an isolated error or omissionwill normally not be deemed to constitute negligence when it is determined that:

· RPS had in place “appropriate procedures;”

· theemployees responsible for the error or omission had been reasonably trained and were being appropriatelymonitored; and

· noevidence or circumstances have been produced to indicate that the individual who committed the erroror omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident.

It is understood that RPS is not obligated to have in place separate procedures toprevent each and every conceivable type of error or omission.  The term “appropriate procedures”shall mean procedures reasonably designed to prevent and detect errors and omissions.  In determiningthe reasonableness of such procedures, weight will be given to such factors as are appropriate, includingthe prior occurrence of any similar errors or omissions when such procedures were in place and transferagent industry standards in place at the time of the occurrence.

5. Inthe event either party is unable to perform its obligations under the terms of this Agreement becauseof acts of God, strikes or other causes reasonably beyond its control, such party shall not be liableto the other party for any loss, cost, damage, claims, actions or expense resulting from such failureto perform or otherwise from such causes.  

6. Inorder that the indemnification provisions contained in this Article F shall apply, upon the assertionof a claim for which either party may be required to indemnify the 

other, the party seeking indemnification shall promptly notify the other party ofsuch assertion, and shall keep the other party advised with respect to all developments concerning suchclaim. The party who may be required to indemnify shall have the option to participate with the partyseeking indemnification in the defense of such claim, or to defend against said claim in its own nameor in the name of the other party.  The party seeking indemnification shall in no case confess any claimor make any compromise in any case in which the other party may be required to indemnify it except withthe other party’s prior written consent.

7. Neitherparty to this Agreement shall be liable to the other party for consequential damages under any provisionof this Agreement.

G. Dual Interests

It is understood that some person or persons may be directors, officers, or shareholdersof both RPS and the Fund and that the existence of any such dual interest shall not affect the validityof this Agreement or of any transactions hereunder except as otherwise provided by a specific provisionof applicable law.

H. Documentation

1. As requested by RPS, the Fund shall promptly furnish to RPSthe following:

a. copyof the resolution of the Directors/Trustees of the Fund authorizing the appointment of RPS and the executionand delivery of this Agreement;

b. Acopy of the Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws of theFund and all amendments thereto;

c. Anopinion of counsel for the Fund with respect to the validity of the stock, the number of Shares authorized,the status of redeemed Shares, and the 

number of Shares with respect to which a Registration Statement has been filed andis in effect; and

d. Acopy of the Fund’s current and new prospectuses and shareholder reports issued by the Fund.

 The delivery of any such documentto either party hereto for the purpose of any other agreement to which the Fund and RPS are or were partiesshall be deemed to be delivery for the purposes of this Agreement.

2. Asrequested by RPS, the Fund will also furnish to RPS from time to time the following documents:

a. Each resolutionof the Board of Directors/Trustees of the Fund authorizing the original issue of its shares;

b. Each Registration Statement filed with the Securities and ExchangeCommission and amendments and orders thereto in effect with respect to the sale of shares with respectto the Fund;

c. Acertified copy of each amendment to the Articles of Incorporation or Declaration of Trust, and the By-Lawsof the Fund;

d. Certifiedcopies of each vote of the Board of Directors/Trustees authorizing officers to give instructions to theFund; and

e. Such other documentsor opinions which RPS, in its discretion, may reasonably deem necessary or appropriate in the properperformance of its duties under this Agreement.  

3. RPShereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund forsafekeeping of check forms and facsimile signature imprinting 

devices, if any, and for the preparation or use, and for keeping account of, suchforms and devices.

I. Recordkeeping/Confidentiality

1. RPS shall keep records relatingto the services to be performed hereunder, in the form and manner as it may deem advisable, providedthat RPS shall keep all records in such form and in such manner as required by applicable law.

2. RPS and the Fund agree that allbooks, records, information and data pertaining to the business of the other party which are exchangedor received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential,and shall not be voluntarily disclosed to any other person, except:  (a) after prior notificationto and approval in writing by the other party hereto (or the plan, if required), which approval shallnot be unreasonably withheld and may not be withheld where RPS or the Fund may be exposed to civil orcriminal contempt proceedings for failure to comply; (b) when requested to divulge such information byduly constituted governmental authorities; or (c) after so requested by the other party hereto.  

Without limitingthe foregoing, RPS has implemented, and will maintain during the term of this Agreement, measures designedto (i) ensure the security and confidentiality of identifying information concerning Plans and Plan Participants,(ii) use such information to provide the services hereunder, (iii) protect against any anticipatedthreats or hazards to the security or integrity of such information, (iv) protect against unauthorizedaccess to or use of such information that could result in substantial harm or inconvenience to the subjectof such information, and (v) ensure appropriate disposal of such information, to the extent such informationis being disposed of by RPS.  

J. Ownership of Software and Related Material

All computer programs, magnetic tapes, written procedures and similar items purchasedand/or developed and used by RPS in performance of the Agreement shall be the property of RPS and willnot become the property of the Fund.

K. As Of Transactions

Forpurposes of this Article K, the term “AsOf Transaction” shall mean any single or “related transaction” (as defined below)involving the purchase or redemption of shares (including exchanges) processed at a time other than thetime of the computation of the Fund’s net asset value per share next computed after receipt of anysuch transaction order by RPS due to an act or omission of RPS.  “As Of Processing” refers to the processing of these Transactions. All As Of Processing may only be performed in accordance with the requirements of Rule 22c-1 of the’40 Act.  RPS is responsible for monitoring As Of Transactions procedures that set forth the circumstancesunder which As Of Transactions are permitted.  If more than one As Of Transaction (“Related As Of Transaction”) in the Fund is causedby or occurs as a result of the same act or omission, such transactions shall be aggregated with othertransactions in the Fund and be considered as one As Of Transaction.

1. Reporting

RPS shall:

a. Utilize a system to identify all As Of Transactions, and shallcompute the net effect of such As Of Transactions upon the Fund on a daily, monthly and rolling 365 daybasis.  The monthly and rolling 365 day periods are hereinafter referred to as “Cumulative.”

b. Supply to theFund, from time to time as mutually agreed upon, a report summarizing the As Of Transactions and thedaily and Cumulative net effects of such As Of Transactions both in terms of aggregate dilution/loss(“Loss”) or gain(“Gain”) experiencedby the Fund, and the impact such Gain or Loss has had upon the Fund’s net asset value per share.

c. With respectto any As Of Transaction which causes a Loss to the Fund of $100,000 or more (unless RPS fully compensatesthe Fund for the Loss), RPS will provide the Fund: (i) a report identifying the As Of Transaction andthe Dilution resulting therefrom, (ii) the reason such As Of Transaction was processed as described above,and (iii) the action that RPS has or intends to take to prevent the reoccurrence of such As Of Processing.

2. Liability

a. It will be the normal practice of the Fund not to holdRPS liable with respect to any As Of Transaction which causes a Loss to any single Fund of less than$25,000.  RPS will, however, closely monitor for each Fund the daily and Cumulative Gain/Loss that iscaused by As Of Transactions of less than $25,000.  When the Cumulative Loss to any Fund exceeds 3/10of 1% of net asset value per share, RPS, in consultation with counsel to the Fund, will make appropriateinquiry to determine whether it should take any remedial action.  RPS will report to the Board of Directors/Trusteesof the Fund (“Board”),as appropriate, any action it has taken.

b. Wherean As Of Transaction causes a Loss  to a Fund equal to or greater than $25,000 (“Significant As Of Transaction”) but less than$100,000, if RPS 

does not reimburse the Fund for the Loss, RPS will review with Counsel to the Fundthe circumstances surrounding the underlying Significant As Of Transaction to determine whether the SignificantAs Of Transaction was caused by or occurred as a result of a negligent act or omission by RPS.  If itis determined that the Loss is the result of a negligent action or omission by RPS, RPS and outside counselfor the Fund will negotiate settlement.  Significant As Of Transactions causing a Loss to the Fund thatare not reimbursed by RPS will be reported to the Audit Committee at least annually.  Any SignificantAs Of Transaction, however, causing a Loss in excess of the lesser of $100,000 or a penny per share thatare not reimbursed by RPS will be reported to the Board as soon as reasonably practicable.  Settlementfor Significant As Of Transactions causing a Loss of $100,000 or more will not be entered into untilapproved by the Board. ForRelated As Of Transactions involving Funds with more than one class, the amount of Gain or Loss resultingfrom an As Of Transaction shall be determined for each class; provided, however, that for purposes ofdetermining RPS’s liability for reimbursement of any Loss to a class, Gains in one class may beused to offset Losses in another class of the same Fund.  Any net Gains remaining after offsettinga Loss in one or more classes, as well as aggregate Gains from a Significant As Of Transaction causinga Gain of a penny or more per share in a class, will be allocated ratably to all of the classes in theaffected Fund.   The Fund may also absorb Gains or Losses resulting from adjustments to transactionscaused by a pricing error in a Fund or outside fund (when RPS 

corrects the number of shares in the Fund based on the Fund’s or outside fund’scorrected NAV).  RPS (or outside fund) will reimburse the Fund for Losses over $100 for any Losses causedby adjustments resulting from a pricing error of an outside fund. 

 The factors to consider in making any determination regardingthe settlement of a Significant As Of Transaction would include but not be limited to:

i. Procedures and controls adopted by RPS to prevent As Of Processing;

ii. Whether suchprocedures and controls were being followed at the time of the Significant As Of Transaction;

iii. The volume of all transactions processed by RPS on the day ofthe Significant As Of Transaction;

iv. Thenumber of As Of Transactions processed by RPS during prior relevant periods, and the net Loss/Gain asa result of all such Significant As Of Transactions to the Fund and to all other Funds; and

v. The prior response of RPS to recommendations made by the Fundsregarding improvement to RPS’ As Of Processing procedures.

c. In determining RPS’ liability with respect to a SignificantAs Of Transaction, Section 4 of Article F of this Agreement will be applied. 

L. Term and Terminationof Agreement

1. This Agreementshall run for a period of one (1) year from the date first written above and will be renewed from yearto year thereafter unless terminated by either party as provided hereunder.

2. This Agreement may be terminatedby the Funds upon one hundred twenty (120) days’ prior written notice to RPS; and by RPS, upon threehundred sixty-five (365) days’ prior written notice to the Fund unless a shorter termination periodis mutually agreed upon  by the parties.

3. Upontermination hereof, the Fund shall pay to RPS such compensation as may be due as of the date of suchtermination, and shall likewise reimburse for out-of-pocket expenses related to its services hereunder.

M. Notice

Any notice as required by this Agreementshall be sufficiently given (i) when sent to an authorized person of the other party at the address ofsuch party set forth above or at such other address as such party may from time to time specify in writingto the other party; or (ii) as otherwise agreed upon by appropriate officers of the parties hereto.

N. Assignment

Neither this Agreement nor any rights or obligations hereunder may be assigned eithervoluntarily or involuntarily, by operation of law or otherwise, by either party without the prior writtenconsent of the other party.

O. Amendment/Interpretive Provisions

 Theparties by mutual written agreement may amend this Agreement at any time.  In addition, in connectionwith the operation of this Agreement, RPS and the Fund may agree from time to time on such provisionsinterpretive of or in addition to the provisions of this Agreement as in their joint opinion may be consistentwith the general tenor of this Agreement.  Any such interpretive or additional provisions are to be signedby all parties and annexed hereto, but no 

suchprovision shall contravene any applicable federal or state law or regulation and no such interpretiveor additional provision shall be deemed to be an amendment of this Agreement.

P. Further Assurances

Each party agrees toperform such further acts and execute such further documents as are necessary to effectuate the purposeshereof.

Q. Maryland Law to Apply

This Agreement shallbe construed and the provisions thereof interpreted under and in accordance with the laws of Maryland.

R. Merger of Agreement

This Agreement, including the attached Schedule supersede any prior agreement withrespect to the subject hereof, whether oral or written.

S. Counterparts

This Agreement may be executed by the parties hereto in any number of counterparts,and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

T. The Parties

All references herein to “the Fund” are to each of the Funds listed onAppendix A individually, as if this Agreement were between such individual Fund and RPS.  In thecase of a series Fund or trust or Fund with separate classes, all references to “the Fund”are to the individual series or class of such Fund or trust, or to such Fund or trust on behalf of theindividual series or class, as appropriate.  The “Fund” also includes any T. Rowe Price Fundwhich may be established after the date of this Agreement.  Any reference in this Agreement to “theparties” shall mean RPS and such other individual Fund as to which the matter pertains.

U. Directors, Trustees and Shareholders and Massachusetts Business Trust

It is understood and is expressly stipulated that neither the holders of sharesin the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder.  With respectto 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 applicabletrust agreement (Declaration of Trust) of such Trust as the same may be amended from time to time.  Itis expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any ofthe trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bindonly the trust property of the Trust, as provided in the Declaration of Trust of the Trust.  The executionand delivery of this Agreement has been authorized by the Trustees and signed by an authorized officerof the Trust, acting as such, and neither such authorization by such Trustees nor such execution anddelivery by such officer shall be deemed to have been made by any of them, but shall bind only the trustproperty of the Trust as provided in its Declaration of Trust.

V. Captions

The captions in the Agreement are includedfor convenience of reference only and in no way define or limit any of the provisions hereof or otherwiseaffect their construction or effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executedin their names and on their behalf under their seals by and through their duly authorized officers.

|                                                                          |                                                                      |
|-------------------------------------------------------------------------------|---------------------------------------------------------------------------|
| T. ROWE PRICE RETIREMENT PLANSERVICES, INC.                                   | T. ROWE PRICE FUNDS                                                       |
| By:/s/William W. Strickland

Name: WilliamW. Strickland

Title: VicePresident | By: /s/ GregoryK. Hinkle

Name:  Gregory K. Hinkle

Title: Treasurer |

SCHEDULE 1

 RPS agrees thatit will perform services on behalf of the Funds in accordance with procedures developed and maintainedby RPS, all applicable laws and the Fund’s then-current prospectus.  Such services include, butare not limited to, the following:

- EstablishingParticipant Accounts

- ProcessingPurchase, Redemption and Exchange Orders Received from Participants and Plan Administrators

- Calculating and Processing Participants’ RetirementMinimum Distributions 

- Receivingand Disbursing Settlement Proceeds to Participants and Plan Administrators

- Assessing and Remitting Fund Redemption Fees

- Processing Fund Mergers and Reorganizations

- Processing Maintenance Requests in Participant AccountsReceived from Participants and Plan Administrators 

- Processing Adjustments in Participant Accounts and Monitoringand Reporting Gains and Losses in the Funds Resulting from such Adjustments 

- Handling Returned Checks and ACH Debits

- Processing Dividends, Distributions and Other Fund CorporateActions Affecting Participant Accounts

- Preparingand Filing Participant Tax Information

- Monitoringand Enforcing the Fund’s Excessive Trading Policy

- Complying with Procedures for Federal Tax Withholding

- Respondingto Correspondence relating to Participant Accounts Received from Participants and Plan Administrators

- Maintaining Telephone, VRU and On-lineServices for use by Participants and Plan Administrators to access and transact in Participant Accounts

- Distributingand Tabulating Fund Proxies 

- Preparing and Delivering Confirmations,Statements and Tax Forms to Participants

- DeliveringProspectuses, Shareholder Reports and Other Required Mailings to  Participants/Plans in the Fund, asrequired

- Coordinatingwith Independent Public Accountants for Reviews and Audits

- Maintaining Books and Records for the Funds

- Maintaining and Providing Information Necessary for theCompletion of Form NSAR &  N-CSR 

- Furnishing Information to the Fund 

- PerformingBank Reconciliation Process

- Developingand implementing policies and procedures to comply with new regulations affecting RPS as transfer agentto the Funds  

- Performingsuch Other Services as Mutually Agreed Upon by Both Parties  

APPENDIXA

T. ROWE PRICE BALANCED FUND, INC.

T. ROWE PRICE BLUE CHIPGROWTH FUND, INC.

T. Rowe Price Blue Chip Growth Fund—Advisor Class

T. Rowe Price Blue Chip Growth Fund—R Class

T.ROWE PRICE CAPITAL APPRECIATION FUND

T. Rowe Price Capital Appreciation Fund—AdvisorClass

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. Rowe Price CapitalOpportunity Fund—Advisor Class

T. Rowe Price Capital Opportunity Fund—RClass

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE CREDITOPPORTUNITIES FUND, INC.

T. Rowe Price Credit Opportunities Fund—Advisor Class

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

T.ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDENDGROWTH FUND, INC.

T. Rowe Price Dividend Growth Fund—Advisor Class

T. ROWE PRICE EQUITY INCOME FUND

T. Rowe Price EquityIncome Fund—Advisor Class

T. Rowe Price Equity Income Fund—R Class

T.ROWE PRICE FINANCIAL SERVICES FUND, INC.

T. ROWE PRICE FLOATING RATE FUND, INC.

T. Rowe Price Floating Rate Fund—Advisor Class

T.ROWE PRICE GLOBAL ALLOCATION FUND, INC.

T. Rowe Price Global Allocation Fund—AdvisorClass

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T. Rowe Price GlobalReal Estate Fund—Advisor Class

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T. ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTHSTOCK FUND, INC.

T. Rowe Price Growth Stock Fund—Advisor Class

T.Rowe Price Growth Stock Fund—R Class

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T. ROWE PRICE HIGH YIELD FUND, INC.

T. Rowe Price High YieldFund—Advisor Class

T. ROWE PRICE INDEX TRUST, INC.

T.Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market IndexFund

T. Rowe Price Total Equity Market Index Fund

T. ROWE PRICE INFLATIONFOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

T.ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

T. Rowe Price Institutional Large-Cap CoreGrowth Fund 

T. Rowe Price Institutional Large-Cap Growth Fund

T.Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap EquityGrowth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

T.Rowe Price Institutional U.S. Structured Research Fund

T. ROWE PRICE INSTITUTIONALINCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund

T.Rowe Price Institutional Credit Opportunities Fund

T. Rowe Price InstitutionalFloating Rate Fund

T. Rowe Price Institutional Global Multi-Sector Bond Fund

T. Rowe Price Institutional High Yield Fund

T. Rowe Price InstitutionalLong Duration Credit Fund

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T.Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price InstitutionalEmerging Markets Equity Fund

T. Rowe Price Institutional Frontier Markets Equity Fund

T. Rowe Price Institutional Global Focused Growth Equity Fund

T.Rowe Price Institutional Global Growth Equity Fund

T. Rowe Price InstitutionalGlobal Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional International Concentrated Equity Fund

T.Rowe Price Institutional International Core Equity Fund

T. Rowe Price InstitutionalInternational Growth Equity Fund

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Asia OpportunitiesFund

T. Rowe Price Asia Opportunities Fund—Advisor Class

T.Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund

T.Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class

T. Rowe Price EmergingMarkets Local Currency Bond Fund

T. Rowe Price Emerging Markets Local CurrencyBond Fund—Advisor Class

T. Rowe Price Emerging Markets Stock Fund

T.Rowe Price European Stock Fund

T. Rowe Price Global Growth Stock Fund

T.Rowe Price Global Growth Stock—Advisor Class

T. Rowe Price Global Industrials Fund

T. Rowe Price Global Stock Fund

T. Rowe Price GlobalStock Fund—Advisor Class

T. Rowe Price International Bond Fund

T.Rowe Price International Bond Fund—Advisor Class

T. Rowe Price InternationalConcentrated Equity Fund

T. Rowe Price International Concentrated Equity Fund—AdvisorClass

T. Rowe Price International Discovery Fund

T. Rowe Price InternationalGrowth & Income Fund

T. Rowe Price International Growth & Income Fund—AdvisorClass

T. Rowe Price International Growth & Income Fund—R Class

T.Rowe Price International Stock Fund

T. Rowe Price International Stock Fund—AdvisorClass

T. Rowe Price International Stock Fund—R Class

T.Rowe Price Japan Fund

T. Rowe Price Latin America Fund

T.Rowe Price New Asia Fund

T. Rowe Price Overseas Stock Fund

T.ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity IndexFund

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T.ROWE PRICE MID-CAP GROWTH FUND, INC.

T. Rowe Price Mid-Cap Growth Fund—AdvisorClass

T. Rowe Price Mid-Cap Growth Fund—R Class

T. ROWE PRICE MID-CAP VALUE FUND, INC.

T. Rowe Price Mid-CapValue Fund—Advisor Class

T. Rowe Price Mid-Cap Value Fund—R Class

T.ROWE PRICE NEW AMERICA GROWTH FUND

T. Rowe Price New America Growth Fund—AdvisorClass

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONSFUND, INC.

T. ROWE PRICE NEW INCOME FUND, INC.

T. Rowe Price New IncomeFund—Advisor Class

T. Rowe Price New Income Fund—R Class

T.ROWE PRICE PERSONAL STRATEGY FUNDS, INC.

T. Rowe Price Personal Strategy BalancedFund

T. Rowe Price Personal Strategy Growth Fund

T. Rowe Price PersonalStrategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T.ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. Rowe Price Real Estate Fund—Advisor Class

T.ROWE PRICE RESERVE INVESTMENT FUNDS, INC.

T. Rowe Price Government Reserve InvestmentFund

T. Rowe Price Reserve Investment Fund

T. ROWE PRICE RETIREMENTFUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T.Rowe Price Retirement 2005 Fund—Advisor Class

T. Rowe Price Retirement2005 Fund—R Class

T. Rowe Price Retirement 2010 Fund

T.Rowe Price Retirement 2010 Fund—Advisor Class

T. Rowe Price Retirement2010 Fund—R Class

T. Rowe Price Retirement 2015 Fund

T.Rowe Price Retirement 2015 Fund—Advisor Class

T. Rowe Price Retirement2015 Fund—R Class

T. Rowe Price Retirement 2020 Fund

T.Rowe Price Retirement 2020 Fund—Advisor Class

T. Rowe Price Retirement2020 Fund—R Class

T. Rowe Price Retirement 2025 Fund

T. Rowe Price Retirement2025 Fund—Advisor Class

T. Rowe Price Retirement 2025 Fund—R Class

T.Rowe Price Retirement 2030 Fund

T. Rowe Price Retirement 2030 Fund—AdvisorClass

T. Rowe Price Retirement 2030 Fund—R Class

T. Rowe Price Retirement2035 Fund

T. Rowe Price Retirement 2035 Fund—Advisor Class

T.Rowe Price Retirement 2035 Fund—R Class

T. Rowe Price Retirement 2040 Fund

T. Rowe Price Retirement 2040 Fund—Advisor Class

T.Rowe Price Retirement 2040 Fund—R Class

T. Rowe Price Retirement 2045 Fund

T. Rowe Price Retirement 2045 Fund—Advisor Class

T.Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050 Fund—Advisor Class

T.Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055 Fund—Advisor Class

T.Rowe Price Retirement 2055 Fund—R Class

T. Rowe Price Retirement 2060 Fund

T. Rowe Price Retirement 2060 Fund—Advisor Class

T.Rowe Price Retirement 2060 Fund—R Class 

T. Rowe Price Retirement Balanced Fund

T. Rowe Price Retirement Balanced Fund—Advisor Class

T.Rowe Price Retirement Balanced Fund—R Class 

T. Rowe Price Target Retirement 2005 Fund

T. Rowe Price Target Retirement 2005 Fund—Advisor Class

T.Rowe Price Target Retirement 2010 Fund

T. Rowe Price Target Retirement 2010 Fund—AdvisorClass

T. Rowe Price Target Retirement 2015 Fund

T. Rowe Price TargetRetirement 2015 Fund—Advisor Class

T. Rowe Price Target Retirement 2020 Fund

T. Rowe Price Target Retirement 2020 Fund—Advisor Class

T.Rowe Price Target Retirement 2025 Fund

T. Rowe Price Target Retirement 2025 Fund—AdvisorClass

T. Rowe Price Target Retirement 2030 Fund

T. Rowe Price TargetRetirement 2030 Fund—Advisor Class

T. Rowe Price Target Retirement 2035 Fund

T. Rowe Price Target Retirement 2035 Fund—Advisor Class

T.Rowe Price Target Retirement 2040 Fund

T. Rowe Price Target Retirement 2040 Fund—AdvisorClass

T. Rowe Price Target Retirement 2045 Fund

T. Rowe Price TargetRetirement 2045 Fund—Advisor Class

T. Rowe Price Target Retirement 2050 Fund

T. Rowe Price TargetRetirement 2050 Fund—Advisor Class

T. Rowe Price Target Retirement 2055 Fund

T. Rowe Price Target Retirement 2055 Fund—Advisor Class

T.Rowe Price Target Retirement 2060 Fund

T. Rowe Price Target Retirement 2060 Fund—AdvisorClass

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T.Rowe Price Science & Technology Fund—Advisor Class

T. ROWE PRICE SHORT-TERMBOND FUND, INC.

T. Rowe Price Short-Term Bond Fund—Advisor Class

T. Rowe Price Ultra Short-Term Bond Fund

T. ROWE PRICE SMALL-CAPSTOCK FUND, INC.

T. Rowe Price Small-Cap Stock Fund—Advisor Class

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

T. Rowe Price Small-CapValue Fund—Advisor Class

T. ROWE PRICE SPECTRUM FUND, INC.

SpectrumGrowth Fund

Spectrum Income Fund

Spectrum InternationalFund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. Rowe Price StrategicIncome Fund—Advisor Class

T. ROWE PRICE SUMMIT FUNDS, INC.

T.Rowe Price Summit Cash Reserves Fund

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE U.S. BONDENHANCED INDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T.Rowe Price U.S. Large-Cap Core Fund—Advisor Class

T. ROWE PRICE U.S. TREASURYFUNDS, INC.

U.S. Treasury Intermediate Fund

U.S.Treasury Long-Term Fund

U.S. Treasury Money Fund

T. ROWE PRICE VALUE FUND,INC.

T. Rowe Price Value Fund—Advisor Class

AMENDMENTNO. 1

AGREEMENT

Between

T.ROWE PRICE RETIREMENT PLAN SERVICES, INC.

and

EACH OF THE PARTIES INDICATED ON APPENDIX A

The Retirement Plan ServicesContract of January 1, 2015, between T. Rowe Price Retirement Plan Services, Inc. and each of the Partieslisted on Appendix A thereto is hereby amended, as of January 20, 2015, by adding thereto T. RowePrice International Funds, Inc. on behalf of T. Rowe Price Global High Income Bond Fund, T. RowePrice Global High Income Bond Fund—Advisor Class, T. Rowe Price Global Unconstrained Bond Fund,and T. Rowe Price Global Unconstrained Bond Fund—Advisor Class.

T. ROWE PRICE BALANCED FUND,INC.

T.ROWE PRICE BLUE CHIP GROWTH FUND, INC.

T. Rowe Price Blue Chip Growth Fund—Advisor Class

T. Rowe Price Blue Chip GrowthFund—R Class

T. ROWE PRICE CAPITAL APPRECIATION FUND

T. Rowe Price Capital Appreciation Fund—AdvisorClass

T.ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

T. Rowe Price Capital Opportunity Fund—Advisor Class

T.Rowe Price Capital Opportunity Fund—R Class

T. ROWE PRICE CORPORATE INCOME FUND, INC.

T. ROWE PRICE CREDIT OPPORTUNITIESFUND, INC.

T.Rowe Price Credit Opportunities Fund—Advisor Class

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND,INC.

T.ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

T.Rowe Price Dividend Growth Fund—Advisor Class

T. ROWE PRICE EQUITY INCOME FUND

T. Rowe Price Equity IncomeFund—Advisor Class

T. Rowe Price Equity Income Fund—R Class

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

T.ROWE PRICE FLOATING RATE FUND, INC.

T. Rowe Price Floating Rate Fund—Advisor Class

T. ROWE PRICE GLOBAL ALLOCATIONFUND, INC.

T.Rowe Price Global Allocation Fund—Advisor Class

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

T.Rowe Price Global Real Estate Fund—Advisor Class

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

T.ROWE PRICE GNMA FUND

T. ROWE PRICE GROWTH & INCOME FUND, INC.

T. ROWE PRICE GROWTH STOCK FUND, INC.

T. Rowe Price Growth StockFund—Advisor Class

T. Rowe Price Growth Stock Fund—R Class

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

T.ROWE PRICE HIGH YIELD FUND, INC.

T. Rowe Price High Yield Fund—Advisor Class

T. ROWE PRICE INDEX TRUST,INC.

T.Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total EquityMarket 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 InstitutionalLarge-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity GrowthFund

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 InstitutionalCredit Opportunities Fund

T. Rowe Price Institutional Floating Rate Fund

T. Rowe Price Institutional Global Multi-SectorBond Fund

T.Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

T. ROWE PRICE INSTITUTIONALINTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price InstitutionalEmerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price InstitutionalFrontier Markets Equity Fund

T. Rowe Price Institutional Global Focused Growth Equity Fund

T. Rowe Price InstitutionalGlobal Growth Equity Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price InstitutionalInternational Bond Fund

T. Rowe Price Institutional International Concentrated Equity Fund

T. Rowe Price InstitutionalInternational Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. ROWE PRICE INTERNATIONALFUNDS, INC.

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Asia Opportunities Fund

T. Rowe Price Asia OpportunitiesFund—Advisor Class

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T.Rowe Price Emerging Markets Corporate Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund—AdvisorClass

T.Rowe Price Emerging Markets Local Currency Bond Fund

T. Rowe Price Emerging Markets Local CurrencyBond Fund—Advisor Class

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund

T. Rowe Price Global GrowthStock Fund

T.Rowe Price Global Growth Stock—Advisor Class

T. Rowe Price Global High Income Bond Fund

T. Rowe Price Global HighIncome Bond Fund—Advisor Class

T. Rowe Price Global Industrials Fund

T. Rowe Price Global StockFund

T.Rowe Price Global Stock Fund—Advisor Class

T. Rowe Price Global Unconstrained Bond Fund

T. Rowe Price Global UnconstrainedBond Fund—Advisor Class

T. Rowe Price International Bond Fund

T. Rowe Price International Bond Fund—AdvisorClass

T.Rowe Price International Concentrated Equity Fund

T. Rowe Price International Concentrated Equity Fund—AdvisorClass

T.Rowe Price International Discovery Fund

T. Rowe Price International Growth & Income Fund

T. Rowe Price InternationalGrowth & Income Fund—Advisor Class

T. Rowe Price International Growth & Income Fund—R Class

T.Rowe Price International Stock Fund

T. Rowe Price International Stock Fund—Advisor Class

T.Rowe Price International Stock Fund—R Class

T. Rowe Price Japan Fund

T. Rowe Price Latin America Fund

T. Rowe Price New Asia Fund

T.Rowe Price Overseas Stock Fund

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity Index Fund

T.ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

T.Rowe Price Mid-Cap Growth Fund—Advisor Class

T. Rowe Price Mid-Cap Growth Fund—R Class

T. ROWE PRICE MID-CAP VALUEFUND, INC.

T.Rowe Price Mid-Cap Value Fund—Advisor Class

T. Rowe Price Mid-Cap Value Fund—R Class

T. ROWE PRICE NEW AMERICA GROWTHFUND

T.Rowe Price New America Growth Fund—Advisor Class

T. ROWE PRICE NEW ERA FUND, INC.

T. ROWE PRICE NEW HORIZONSFUND, INC.

T.ROWE PRICE NEW INCOME FUND, INC.

T. Rowe Price New Income Fund—Advisor Class

T. Rowe Price New Income Fund—RClass

T.ROWE PRICE PERSONAL STRATEGY FUNDS, INC.

T. Rowe Price Personal Strategy Balanced Fund

T. Rowe Price Personal StrategyGrowth Fund

T. Rowe Price Personal Strategy Income Fund

T. ROWE PRICE PRIME RESERVE FUND, INC.

T.ROWE PRICE REAL ASSETS FUND, INC.

T. ROWE PRICE REAL ESTATE FUND, INC.

T. Rowe Price Real Estate Fund—AdvisorClass

T.ROWE PRICE RESERVE INVESTMENT FUNDS, INC.

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Reserve InvestmentFund

T.ROWE PRICE RETIREMENT FUNDS, INC.

T. Rowe Price Retirement 2005 Fund

T. Rowe Price Retirement 2005Fund—Advisor Class

T. Rowe Price Retirement 2005 Fund—R Class

T. Rowe Price Retirement 2010 Fund

T. Rowe Price Retirement 2010Fund—Advisor Class

T. Rowe Price Retirement 2010 Fund—R Class

T. Rowe Price Retirement 2015 Fund

T. Rowe Price Retirement 2015Fund—Advisor Class

T. Rowe Price Retirement 2015 Fund—R Class

T. Rowe Price Retirement 2020 Fund

T. Rowe Price Retirement 2020Fund—Advisor Class

T. Rowe Price Retirement 2020 Fund—R Class

T. Rowe Price Retirement 2025 Fund

T. Rowe Price Retirement 2025Fund—Advisor Class

T. Rowe Price Retirement 2025 Fund—R Class

T. Rowe Price Retirement 2030 Fund

T. Rowe Price Retirement 2030Fund—Advisor Class

T. Rowe Price Retirement 2030 Fund—R Class

T. Rowe Price Retirement 2035 Fund

T. Rowe Price Retirement 2035Fund—Advisor Class

T. Rowe Price Retirement 2035 Fund—R Class

T. Rowe Price Retirement 2040 Fund

T. Rowe Price Retirement 2040Fund—Advisor Class

T. Rowe Price Retirement 2040 Fund—R Class

T. Rowe Price Retirement 2045 Fund

T. Rowe Price Retirement 2045Fund—Advisor Class

T. Rowe Price Retirement 2045 Fund—R Class

T. Rowe Price Retirement 2050 Fund

T. Rowe Price Retirement 2050Fund—Advisor Class

T. Rowe Price Retirement 2050 Fund—R Class

T. Rowe Price Retirement 2055 Fund

T. Rowe Price Retirement 2055Fund—Advisor Class

T. Rowe Price Retirement 2055 Fund—R Class

T. Rowe Price Retirement 2060 Fund

T. Rowe Price Retirement 2060Fund—Advisor Class

T. Rowe Price Retirement 2060 Fund—R Class 

T. Rowe Price Retirement Balanced Fund

T.Rowe Price Retirement Balanced Fund—Advisor Class

T. Rowe Price Retirement Balanced Fund—RClass 

T.Rowe Price Target Retirement 2005 Fund

T. Rowe Price Target Retirement 2005 Fund—Advisor Class

T.Rowe Price Target Retirement 2010 Fund

T. Rowe Price Target Retirement 2010 Fund—Advisor Class

T.Rowe Price Target Retirement 2015 Fund

T. Rowe Price Target Retirement 2015 Fund—Advisor Class

T.Rowe Price Target Retirement 2020 Fund

T. Rowe Price Target Retirement 2020 Fund—Advisor Class

T.Rowe Price Target Retirement 2025 Fund

T. Rowe Price Target Retirement 2025 Fund—Advisor Class

T.Rowe Price Target Retirement 2030 Fund

T. Rowe Price Target Retirement 2030 Fund—Advisor Class

T.Rowe Price Target Retirement 2035 Fund

T. Rowe Price Target Retirement 2035 Fund—Advisor Class

T.Rowe Price Target Retirement 2040 Fund

T. Rowe Price Target Retirement 2040 Fund—Advisor Class

T.Rowe Price Target Retirement 2045 Fund

T. Rowe Price Target Retirement 2045 Fund—Advisor Class

T.Rowe Price Target Retirement 2050 Fund

T. Rowe Price Target Retirement 2050 Fund—Advisor Class

T.Rowe Price Target Retirement 2055 Fund

T. Rowe Price Target Retirement 2055 Fund—Advisor Class

T.Rowe Price Target Retirement 2060 Fund

T. Rowe Price Target Retirement 2060 Fund—Advisor Class

T.ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

T. Rowe Price Science & Technology Fund—Advisor Class

T.ROWE PRICE SHORT-TERM BOND FUND, INC.

T. Rowe Price Short-Term Bond Fund—Advisor Class

T. Rowe Price Ultra Short-TermBond Fund

T.ROWE PRICE SMALL-CAP STOCK FUND, INC.

T. Rowe Price Small-Cap Stock Fund—Advisor Class

T. ROWE PRICE SMALL-CAP VALUEFUND, INC.

T.Rowe Price Small-Cap Value Fund—Advisor Class

T. ROWE PRICE SPECTRUM FUND, INC.

Spectrum Growth Fund

SpectrumIncome Fund

Spectrum International Fund

T. ROWE PRICE STRATEGIC INCOME FUND, INC.

T. Rowe Price Strategic IncomeFund—Advisor Class

T. ROWE PRICE SUMMIT FUNDS, INC.

T. Rowe Price Summit Cash Reserves Fund

T.ROWE PRICE TAX-EFFICIENT FUNDS, INC.

T. Rowe Price Tax-Efficient Equity Fund

T. ROWE PRICE U.S. BOND ENHANCEDINDEX FUND, INC.

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.

T. Rowe Price U.S. Large-Cap Core Fund—AdvisorClass

T.ROWE PRICE U.S. TREASURY FUNDS, INC.

U.S. Treasury Intermediate Fund

U.S. Treasury Long-Term Fund

U.S.Treasury Money Fund

T. ROWE PRICE VALUE FUND, INC.

T. Rowe Price Value Fund—Advisor Class

|                                                                                 |                                                                              |
|--------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------|
| Attest:                                                                              |                                                                              |
| /s/Patricia B. Lippert

_____________________________

PatriciaB. Lippert

Secretary | /s/Gregory K. Hinkle

_____________________________

Gregory K. Hinkle

Treasurer |

|                                                                             |                                                                                  |
|----------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|
| Attest:                                                                          | T.ROWE PRICE RETIREMENT PLAN SERVICES, INC.                                           |
| /s/David Oestreicher

_____________________________

DavidOestreicher

Secretary | /s/Nancy M. Maitland

_____________________________

NancyM. Maitland

Vice President |