FUNDACCOUNTING AGREEMENT

THIS FUND ACCOUNTING AGREEMENT (this “Agreement”)is effective as of August 1, 2015 (the “Effective Date”), by and between each investment companylisted on Exhibit A attached hereto (each, a “Company”), on behalf of itself or, where notedon Exhibit A, on behalf of its Series (as defined below), severally and not jointly (each Company and/orSeries a “Fund”, and collectively the “Funds”), T. Rowe Price Associates, Inc., solelywith respect to Section 3(c) (“TRP”), and The Bank of New York Mellon, a New York banking organization(“BNY Mellon”).

WITNESSETH:

WHEREAS, each Company is an investment company registered under the Investment CompanyAct of 1940, as amended; and

WHEREAS, each Company, where noted in Exhibit A, desires toretain BNY Mellon to provide for the portfolios identified on Exhibit A hereto (each, a “Series”)the services described in this Agreement, in Schedule I and in any Service Level Descriptions (“SLDs”)attached hereto, and BNY Mellon is willing to provide such services, all as more fully set forth below;

NOW, THEREFORE, in consideration of the mutual promises and agreements containedherein, the parties, intending to be legally bound, hereby agree as follows:

1. Definitions.

Whenever used in this Agreement,unless the context otherwise requires, the following words shall have the meanings set forth below.All other defined terms have the meanings ascribed to them in other provisions of this Agreement.

“1933Act” means the Securities Act of 1933, as amended from time to time (together with its correspondingrules, regulations and any applicable guidance and/or interpretations of the SEC (as defined below) orits staff promulgated thereunder).

“1934 Act” means the Securities Exchange Actof 1934, as amended from time to 

time(together with its corresponding rules, regulations and any applicable guidance and/or interpretationsof the SEC (as defined below) or its staff promulgated thereunder).

“1940 Act” means the InvestmentCompany Act of 1940, as amended from time to time (together with its corresponding rules, regulationsand any applicable guidance and/or interpretations of the SEC (as defined below) or its staff promulgatedthereunder).

“AuthorizedPerson” means each employee of the Investment Adviser, whether or not an officer or an employeeof a Fund, who is duly authorized by the Board to execute this Agreement and to give Instructions onbehalf of such Fund as set forth in Exhibit B hereto, as may be updated from time to time, at the directionof the Fund or the Investment Adviser and each Authorized Person’s scope of authority may be limitedby setting forth such limitation in a written document signed by BNY Mellon and the applicable Fund. From time to time each Fund may deliver a new Exhibit B to add or delete any person and BNY Mellon shallbe entitled to rely on the last Exhibit B actually received by BNY Mellon.

“BNY MellonAffiliate” means any office, branch or subsidiary of The Bank of New York Mellon Corporation.

“Board”means a Fund’s board of directors or board of trustees.

“Contract Year” means eachperiod of twelve (12) consecutive months during the Initial Term of this Agreement, with the first ContractYear commencing on the Effective Date, and with each subsequent Contract Year commencing on the anniversaryof the Effective Date.

“Documents” means such documents, including but not limited to,Board resolutions, including resolutions of the Fund’s Board authorizing the execution, deliveryand performance of this Agreement by the Fund, as BNY Mellon may reasonably request from time to time,in connection with its provision of services under this Agreement.  

“Fund Affiliate”shall include any person or entity that would be defined as an affiliated person under the 1940 Act.

“Instructions”means Oral Instructions or written communications actually received by BNY Mellon by S.W.I.F.T., testedtelex, letter, facsimile transmission, electronic transmission (“email”) or other method orsystem specified in Schedule I or the SLDs 

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attachedhereto or otherwise mutually agreed to in writing by BNY Mellon and the Fund as available for use inconnection with the services hereunder, from an Authorized Person or person believed in good faith andwithout involving BNY Mellon Misconduct (as defined herein) to be an Authorized Person.  If BNY Mellonreceives written Instructions that appear to have been transmitted by an Authorized Person (e.g., theyappear to have been sent from the Authorized Person’s work email/domain name) via (i) email or otherelectronic method that is not secure, or (ii) secure electronic transmission containing applicable authorizationcodes, passwords or authentication keys, the Fund understands and agrees that BNY Mellon shall be entitledto presume that such written Instructions have been sent by such Authorized Person.  The Fund agreesthat if Oral Instructions are received by BNY Mellon and contrary written Instructions are subsequentlyreceived by BNY Mellon, BNY Mellon shall promptly notify an Authorized Person to resolve the discrepancybetween the written Instructions and the Oral Instructions; provided, however, if BNY Mellon takes anyactions or commences any transactions based on the Oral Instructions prior to the receipt of contrarywritten Instructions, such receipt of contrary written Instructions shall in no way affect the validityor enforceability of transactions authorized by such Oral Instructions and effected by BNY Mellon inaccordance with such Oral Instructions.

“Investment Adviser” means the entity identifiedby a Fund to BNY Mellon as the entity that has been retained by the Fund to provide investment advisoryservice to the Fund on a discretionary basis.

“Middle Office Services Agreement” means theagreement between BNY Mellon and TRP covering middle offices services and obligations during the transitionperiod and end-state operations, as may be amended from time-to-time.

“NAV Error”means an error in the computation of the net asset value for a Fund or class as more fully describedin the NAV Error Policy.

“NAV Error Policy” means the TRP Net Asset Value Error Policy asattached hereto as Schedule II.

“Net Asset Value” means the per share value ofa Fund, or in the case of a Fund with multiple classes of shares, the per share value of a class, calculatedin the manner described in the Funds’ Offering Materials. 

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 “OfferingMaterials” means a Fund’s currently effective prospectus and most recently filed registrationstatement with the SEC relating to shares of the Fund.

“Oral Instructions” meansoral instructions received by BNY Mellon from an Authorized Person.  

“OrganizationalDocuments” means certified copies of a Fund’s articles of incorporation, certificateof incorporation, Offering Materials, all SEC exemptive orders issued to a Fund or upon which a Fundrelies, or similar documents, as applicable, delivered on behalf of a Fund by an Authorized Person toand received by BNY Mellon.

“SEC” means the United States Securities and Exchange Commission.

“SecuritiesLaws” means the 1933 Act, the 1934 Act and the 1940 Act.

“Shares”means the shares of beneficial interest or of common stock of any series or class of a Fund.

“Specified CauseEvent” shall have the meaning set forth in the SLDs.

“Specified Convenience Event”shall have the meaning set forth in the SLDs.

2. Appointment.

Each Company hereby appointsBNY Mellon as its agent for the term of this Agreement to perform (i) the services described in thisAgreement and in Schedule I attached hereto and in any SLDs, and (ii) the services that are an inherentpart of or required for the proper performance and provision of the services described in this Agreementand in Schedule I, including any SLDs attached hereto.  BNY Mellon hereby accepts such appointment andagrees to perform the duties hereinafter set forth.

3. Representations and Warranties.

(a) EachFund hereby represents and warrants to BNY Mellon, which representations and warranties shall be deemedto be continuing, that:

(i) It is duly organized and existing underthe laws of the jurisdiction of its organization, with full power to carry on its business as now conducted,to enter into this Agreement and to perform its obligations hereunder;

(ii)This Agreement has been duly authorized, executed and delivered by 

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such Company, on behalf of itself or its Series, as applicable in accordance withall requisite action of the Board and constitutes a valid and legally binding obligation of such Companyor Series, as applicable, enforceable in accordance with its terms; 

(iii)It is conducting its business in material compliance with all applicable laws, regulations, rules, decrees,orders and codes, whether global, state and federal, provincial or local (collectively, “Laws”)has made and will continue to make all necessary filings including tax filings and has obtained all regulatorylicenses, approvals and consents necessary to carry on its business as now conducted; there is no statute,regulation, rule, order or judgment binding on it and no provision of its Organizational Documents, norof any mortgage, indenture, credit agreement or other contract binding on it or affecting its propertywhich would prohibit its execution or performance of this Agreement; 

(iv)The method of valuation of securities and the method of computing the Net Asset Value shall be as setforth in the Offering Materials of the Fund or as otherwise provided by the Investment Adviser.  To theextent the performance of any services related to the computation of the Net Asset Value as describedin Schedule I attached hereto by BNY Mellon in accordance with the then effective Offering Materialsfor the Fund would violate any applicable laws or regulations, the Fund shall immediately so notify BNYMellon in writing and thereafter shall either furnish BNY Mellon with the appropriate values of securities,Net Asset Value or other computation, as the case may be, or instruct BNY Mellon either in writing ororally to value securities and/or compute Net Asset Value or other computations in a manner the Fundspecifies either in writing or orally (provided that in each case the Fund will provide written confirmationof such Oral Instructions within twenty-four (24) hours or as promptly as practical under the circumstances),and either the furnishing of such values or the giving of such instructions shall constitute a representationby the Fund that the same is consistent with all applicable laws and regulations and with its OfferingMaterials, all subject to confirmation by BNY Mellon as to its capacity to act in accordance with theforegoing;

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 (v) Each person named on Exhibit B hereto, as may be amendedfrom time to time at the discretion of the Fund or the Investment Adviser, is duly authorized by suchFund to be an Authorized Person hereunder; 

(vi) The Fund shall treatas confidential the fee schedule, rate card and all compensation details contemplated by and in any wayrelated to this Agreement and shall not disclose nor authorize disclosure thereof to any other person,except (i) to its employees, regulators, examiners, internal and external accountants, auditors and counsel,(ii) to any other person when required by applicable law, court order or legal process, (iii) as agreedin writing by BNY Mellon or (iv) whenever advised by its counsel that it would be liable for a failureto make such disclosure.  The Fund shall instruct its employees, regulators, examiners, internal andexternal accountants, auditors and counsel who may be afforded access to such information of the Fund’sobligations of confidentiality hereunder; 

(vii) The Fund shallpromptly notify BNY Mellon in writing of any and all legal proceedings filed against the Fund, the Board,or to its knowledge, the Investment Adviser to the extent such legal proceedings, if resolved in a manneradverse to the Fund, the Investment Adviser or the Board, as applicable, would be reasonably expectedto materially impair the ability to satisfy obligations or receive services as contemplated by this Agreement;and

(viii) The Fund acknowledges that certain information providedby BNY Mellon on BNY Mellon’s websites may be protected by copyrights, trademarks, service marksand/or other intellectual property rights, and as such, agrees that all such information provided isfor the sole and exclusive use of the Fund and its authorized users of such websites. Certain informationprovided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrictthe use of such information and protect the proprietary rights of the appropriate licensor (“Licensor”)with respect to such information.  Therefore, the Fund further agrees (a) not to disclose, disseminate,reproduce, redistribute or republish information provided by BNY Mellon on its websites in any way withoutthe express written permission of BNY Mellon and the Licensor (Licensor permission to be obtained byBNY Mellon prior to BNY Mellon providing its permission), and (b) to 

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comply with the terms, conditions and restrictions disclosed on BNY Mellon’swebsites and as set forth in Appendix I, provided that the Fund may disclose, reproduce or redistribute suchinformation to (1) affiliates of the Fund for their internal use in connection with the services providedunder this Agreement; (2) its regulators, examiners, internal or external accountants, auditors and counsel;(3) to any other person when required by applicable law, court order or legal process; and/or (4)whenever advised by its counsel that it would be liable for failure to make such disclosure.  See AppendixI for electronic access terms and conditions.

(b) BNY Mellon hereby represents and warrantsto each Fund, which representations and warranties shall be deemed to be continuing, that:

(i)It is duly organized and existing under the laws of the jurisdiction of its organization, with full powerto carry on its business as now conducted, to enter into this Agreement and to perform its obligationshereunder;

(ii) This Agreement has been duly authorized, executed and deliveredin accordance with all requisite action and constitutes a valid and legally binding obligation of BNYMellon, enforceable in accordance with its terms, and BNY Mellon has all necessary registrations and/orlicenses necessary to perform the services under this Agreement;

(iii)BNY Mellon’s entrance into this Agreement shall not cause a breach or be in conflict with any otheragreement or obligation of BNY Mellon or any law or regulation applicable to BNY Mellon;

(iv)No legal or administrative actions have been instituted which would materially impair BNY Mellon’sability to perform its obligations under this Agreement;

(v)BNY Mellon has completed, obtained and performed all registrations, filings, approvals, and authorizations,consents or examinations required by any government or governmental authority to which BNY Mellon issubject, to perform the services contemplated by this Agreement and will maintain the same in effectfor so long as this Agreement remains in effect.

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 (vi) BNY Mellon shall provide the services under this Agreementto the Funds in accordance with the terms and conditions of Schedule I attached hereto and this Agreement,including for the avoidance of doubt, in accordance with the NAV Error Policy;

(vii)To the best of BNY Mellon’s knowledge, all the information relating to BNY Mellon that BNY Mellonor its authorized agents have given to a Fund in connection with the due diligence performed during therequest for proposal process and with the transactions contemplated by this Agreement, and to the Boardof Directors of the Fund in connection with its due diligence process, is full, complete and accurateand the Fund may reasonably rely on such information until it receives written notice from BNY Mellonof any changes which would materially impair BNY Mellon’s ability to perform its obligations underthis Agreement;

(viii) BNY Mellon shall comply with allLaws applicable to the performance of its services, and its standard of performance of such servicesshall be in accord with such standards as may be imposed by such laws and the requirements of all applicableregulatory authorities having jurisdiction over BNY Mellon.  BNY Mellon has compliance policies and proceduresreasonably designed to prevent violations of the federal securities laws, and it will cooperate with,make personnel available to, and provide such information as may reasonably be requested to the Fundor the Fund’s Chief Compliance Officer (“CCO”) in order for the CCO to perform his orher duties under Rule 38a-1 under the 1940 Act. In addition, as reasonably requested by the CCO, BNYMellon will provide summary procedures and updates, as applicable, to the CCO and the Fund concerningits compliance with applicable laws and regulations;

(ix) As of the Effective Date and thereafter during the term of thisAgreement, that (i) in connection with the services provided under this Agreement, neither BNY Mellonnor any BNY Mellon Affiliate, nor any officer or employee of BNY Mellon, has taken or shall take anyaction or make any payment in violation of, or which may cause BNY Mellon, any BNY Mellon Affiliate,any Fund, or any Fund Affiliate to be in violation of any applicable anti-corruption laws in any jurisdictionswhere it conducts business, including without limitation the 

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provisions of the U.S. Foreign Corrupt Practices Act  of 1977, as amended, and ofthe U.K. Bribery Act (collectively, “FCPA”); (ii) no part of any monies or consideration paidhereunder shall accrue for the benefit of any official of the government of any country or any agencythereof; (iii) BNY Mellon’s global compliance program for FCPA includes a written global policysupplemented by companywide and business specific internal guidance and procedures, a designated anti-corruptioncompliance officer, anti-corruption risk assessments and internal controls, as well as internal trainingand a regular auditing/monitoring program; (iv) BNY Mellon’s global FCPA policy and related giftsand entertainment policies require that no employee or anyone else acting on behalf of BNY Mellon offers,promises, gives, solicits or accepts any payment or other thing of value, directly or indirectly, toor from any government official, or any other party in a commercial transaction, with the purpose ofobtaining or retaining business, to receive any business advantage or to direct business to any person;and (v) the compliance program BNY Mellon has in place adequately addresses the FCPA risks in its globaloperations.  BNY Mellon shall make available for review by the Fund, or its designee, upon the Fund’sreasonable request at any time during the term of this Agreement, books, records, and other documentationrelevant to its compliance with the FCPA in connection with the services provided under this Agreement. At the Fund’s request, not more than once annually, BNY Mellon shall certify in writing that, tothe best of its knowledge, it has complied in all material respects with this Section 3(b)(ix). BNY Mellondoes not undertake any responsibility or liability with respect to FCPA compliance measures that theFund may be required to undertake under applicable Law;

(x)BNY Mellon has implemented and maintains reasonable procedures and systems (including reasonable disasterrecovery and business continuity plans and procedures consistent with legal, regulatory and businessneeds applicable to BNY Mellon’s delivery of the services hereunder) to safeguard each Fund’srecords and data and BNY Mellon’s records, data, equipment facilities and other property that ituses in the performance of its obligations under this Agreement from loss or damage attributable to fire,theft, or any other cause, and BNY Mellon will make such changes to the procedures and systems from timeto time as are reasonably 

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required for the secure performance of its obligations under this Agreement, provided,however, BNY Mellon shall not make any modification to its disaster recovery and business continuityplans that would materially and adversely affect their application to the Fund;  

(xi)BNY Mellon will maintain a fidelity bond and an insurance policy with respect to errors and omissionscoverage in form and amount that are commercially reasonable in light of BNY Mellon’s duties andresponsibilities under this Agreement;

(xii) BNY Mellon has(and will ensure that BNY Mellon Affiliates have) implemented, and will continue to maintain and updateduring the term of this Agreement, an information security program with written policies and proceduresdesigned to protect the confidentiality and integrity of the Fund’s Confidential Information thatwill comply with industry practice for the services provided under this Agreement, the confidentialityprovisions of this Agreement, and that are no less rigorous than those maintained by BNY Mellon for itsown information of a similar nature or for information of a similar nature that BNY Mellon receives fromother BNY Mellon existing clients for the services provided under this Agreement.  The information securityprogram will contain administrative technical and physical safeguards, appropriate to the type of informationconcerned, designed to: (a) protect the security and confidentiality of such information; (b) protectagainst anticipated threats or hazards to the security or integrity of such information; (c) protectagainst unauthorized access to or use or alteration of such information, and (d) protect against thedestruction or loss of such information and (e) provide for appropriate disposal of such information. BNY Mellon shall provide for (i) computer and technology security systems, including firewalls and encryptionwhere appropriate, (ii) physical security procedures, including security guards and regular monitoringof work areas within data centers, (iii) security assessments of third party vendors and other thirdparty subcontractors, (iv) ongoing monitoring of system activities and personnel providing services,(v) password complexity rules, expiration parameters and security systems, and (vi) a current real-timeintrusion detection system and intrusion detection operational procedures.  Without limiting any of theother provisions of this Agreement governing the 

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treatment of Confidential Information, BNY Mellon shall only transfer (includinginternal BNY Mellon transfers that occur beyond the internal firewalls of BNY Mellon) the Fund’sConfidential Information in accordance with the requirements of commercially reasonable standards; and

(xiii) BNY Mellon shall comply (and shall cause the BNY MellonAffiliates and subcontractors to comply to the extent applicable for the purpose of this Agreement) withtheir respective obligations set forth in any applicable data protection or privacy Laws of any jurisdiction.

(c) TRP hereby represents and warrants to BNY Mellon, which representations andwarranties shall be deemed to be continuing, that:

(i)The Fund’s Investment Adviser is in good standing and qualified to do business in each jurisdictionin which the nature or conduct of its business requires such qualification;

(ii)The terms of this Agreement, the fees and expenses associated with this Agreement and any benefits accruingto BNY Mellon in connection with this Agreement, including but not limited to any fee waivers, conversioncost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNYMellon to such Investment Adviser or sponsor or any affiliate of the Fund relating to this Agreementhave been fully disclosed to the Board of the Fund and that, if required by applicable law, such Boardhas approved the terms of this Agreement and acknowledged any such fees and expenses and any such benefits;and

(iii) TRP acknowledges that certain information provided byBNY Mellon on BNY Mellon’s websites may be protected by copyrights, trademarks, service marks and/orother intellectual property rights, and as such, agrees that all such information provided is for thesole and exclusive use of the Fund and its authorized users of such websites. Certain information providedby BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict theuse of such information and protect the proprietary rights of the appropriate Licensor with respect tosuch information.  Therefore, TRP further agrees (a) not to disclose, disseminate, reproduce, redistributeor republish information provided by 

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BNY Mellon on its websites in any way without the express written permission of BNYMellon and the Licensor (Licensor permission to be obtained by BNY Mellon prior to BNY Mellon providingits permission), and (b) to comply with the terms, conditions and restrictions disclosed on BNY Mellon’swebsites and as set forth in Appendix I, provided that TRP may disclose, reproduce or redistribute suchinformation to (1) affiliates of TRP for their internal use in connection with the services providedto the Funds  under this Agreement; (2) its regulators, examiners, internal or external accountants,auditors and counsel in connection with the services provided to the Funds under this Agreement; (3)to any other person when required by applicable law, court order or legal process in connection withthe services provided to the Funds under this Agreement; and/or (4) whenever advised by its counsel thatit would be liable for failure to make such disclosure.

4. Delivery of Documents.

EachFund shall promptly provide or cause to be delivered to BNY Mellon, or provide access to BNY Mellon to,the Fund’s Organizational Documents and Documents and shall promptly provide notice of and provideor cause to be delivered to BNY Mellon, or provide access to BNY Mellon to, all updates and amendmentsthereto as may be necessary for BNY Mellon to perform its duties hereunder.  BNY Mellon shall not bedeemed to have notice of any information (other than information supplied to BNY Mellon or to which BNYMellon is provided with access) contained in such Organizational Documents, Documents or other materialsuntil they are actually received by BNY Mellon or BNY Mellon is provided with such access, as applicable. Notwithstanding the foregoing, the Funds will be deemed to have furnished and delivered such OrganizationalDocuments and Documents to the BNY Mellon to the extent such Fund has filed such documents with the SECvia the EDGAR filing system (or any successor thereto), such documents are publicly available, and noticeof the filing is furnished to BNY Mellon. 

5. Matters Regarding BNY Mellon.

(a)  Subjectto the direction and control of each Fund’s Board and oversight by TRP, and the provisions of thisAgreement, BNY Mellon shall provide to each 

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Fundthe services listed on Schedule I and any SLDs attached hereto.

(b)  In performinghereunder, BNY Mellon shall provide, at its expense (except as otherwise agreed upon in accordance withSection 8 related to BNY Mellon’s compensation hereunder), office space, facilities, equipment,personnel and any other necessary resources.  BNY Mellon intends to perform the services under this Agreementfrom (a) the facilities that TRP has dedicated for use by BNY Mellon to perform the services and(b) various of the locations listed or described in Schedule III (the “Service Locations”). If BNY Mellon intends to provide the services from a location that is in a country in which a ServiceLocation is not then currently located, BNY Mellon will provide reasonable prior notice of such otherlocation to the Fund, and upon delivery of such notice, Schedule III shall be deemed to have been updatedwithout the need for any further action by the parties; provided, however, that in the event that suchlocation is within a country that would cause the Fund or a Fund Affiliate to be in violation of applicablelaws, the Fund shall provide notice thereof to BNY Mellon and the Fund and BNY Mellon shall in good faithdiscuss an appropriate work-around.

(c)  BNY Mellonshall not provide any services relating to the management, investment advisory or sub-advisory functionsof any Fund, distribution of shares of any Fund or other services normally performed by the Funds’respective counsel or independent auditors and the services provided by BNY Mellon do not constitute,nor shall they be construed as constituting, legal advice or the provision of legal services for or onbehalf of a Fund or any other person, and each Fund acknowledges that BNY Mellon does not provide publicaccounting or auditing services or advice and will not be making any tax filings, or doing any tax reportingon its behalf, other than those specifically agreed to hereunder.  In the event that a Fund desires toreceive a new service from BNY Mellon related to the services provided under this Agreement, such Fundshall provide such request to BNY Mellon in writing with such detail as BNY Mellon shall reasonably request. Within a reasonable period of time after any such request relating to any new service, BNY Mellon willprovide a proposal to the Fund in writing setting forth the terms under which BNY Mellon is willing toprovide such new service.  BNY Mellon and the Fund shall negotiate in good faith with respect to eachproposal for new services, provided that the Fund shall not be required to accept such proposal.  Similarly,with respect to the money market fund reforms announced by the SEC in 2014, the parties hereto agreeto review 

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suchreforms and negotiate in good faith any related new services or increases in the scope of services providedunder this Agreement as may be mutually agreed upon by the parties.  Additionally, BNY Mellon shall usecommercially reasonable efforts to develop modifications to the method of delivery of services providedhereunder and to the systems utilized in connection therewith to keep pace with prevailing industry practicesfor its fund accounting clients generally.  In the event that a new or revised regulatory requirementbecomes applicable to a Fund that requires a change to the services provided under this Agreement oran increase in the scope of the services provided hereunder or BNY Mellon is otherwise proposing a changeto or an increase in the scope of the services provided to its fund accounting clients generally, includinga change to keep pace with prevailing market practices, BNY Mellon shall provide a commercially reasonableproposal to the Fund in writing setting forth the terms applicable to such change or increase in scopeand BNY Mellon and the Fund shall negotiate in good faith with respect to each such change or increase. BNY Mellon shall not be obligated to provide any new service or increase in the scope of services hereunderunless and until the parties have agreed to the terms applicable to such new service or increase in scope.

(d)  Each Fund shall, and shall use commercially reasonable effortsto cause its officers, advisors, independent auditors and accountants, transfer agent and any other serviceproviders hired by the Fund to, cooperate with BNY Mellon and to provide BNY Mellon, upon reasonablerequest, with such information, documents and advice relating to such Fund as is within the possessionor knowledge of such persons, and which BNY Mellon has informed the Fund in writing that it reasonablybelieves is necessary in order to enable BNY Mellon to perform its duties hereunder.  In connection withits duties hereunder, BNY Mellon shall not be responsible for, under any duty to inquire into, or bedeemed to make any assurances with respect to, the accuracy, validity or propriety of any information,documents or advice provided to BNY Mellon by any of the aforementioned persons, as long as BNY Mellonutilized the data as contemplated by this Agreement or as otherwise instructed by an Authorized Person. BNY Mellon shall not bear, or otherwise be responsible for, any fees, costs or expenses charged by anythird party service providers engaged by a Fund, or by any affiliate of such Fund or by any other thirdparty service provider to such Fund.  In the event that any services performed by BNY Mellon hereunderrely, in whole or in part, upon information obtained from a third party service utilized or 

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subscribedto by BNY Mellon which BNY Mellon in its reasonable judgment deems reliable, so long as the selectionof the applicable third party service provider was made in good faith and did not involve any BNY MellonMisconduct,  BNY Mellon shall not have any responsibility or liability for, be under any duty to inquireinto, or be deemed to make any assurances with respect to, the accuracy or completeness of such information. 

(e)  Nothing in this Agreement shall limit or restrict BNY Mellon,any BNY Mellon Affiliate or any officer or employee thereof from acting for or with any third parties,and providing services similar or identical to some or all of the services provided hereunder, provided,however, BNY Mellon shall not use Confidential Information (as defined at Section 18) of the Fund inproviding such services.

(f)  Each Fund shall furnish BNY Mellon with any and all Instructions,explanations, information, specifications, Documents and documentation deemed necessary by BNY Mellonin the performance of its duties hereunder, including, without limitation, the amounts or written formulafor calculating the amounts and times of accrual of Fund liabilities and expenses (including fee waiversand rebates, expense repayments and reimbursement amounts), and the value of any securities lending relatedcollateral investment account(s) (with the exception of Funds held within such cash collateral investmentaccount(s) and receiving services hereunder), the amounts receivable and the amounts payable on the saleor purchase of securities, and the amounts receivable or the amounts payable for the sale or redemptionof Fund Shares effected by or on behalf of a Fund, and BNY Mellon shall be entitled to rely fully onand shall have no duty or obligation for the accuracy, validity or propriety thereof.  BNY Mellon shallnot be required to include as Fund liabilities and expenses, nor as a reduction of Net Asset Value, anyaccrual for any federal, state or foreign income taxes except as expressly required pursuant to the SLDsor unless the Fund shall have specified to BNY Mellon in Instructions the amount of or formula to computethe same to be included in liabilities and expenses or used to reduce Net Asset Value.  In the eventBNY Mellon’s computations hereunder rely, in whole or in part, upon information, including, withoutlimitation, bid, offer or market values of securities or other assets, or accruals of interest or earningsthereon, from a security pricing or similar service utilized, or subscribed to, by BNY Mellon and whichBNY Mellon in its judgment deems reliable at the time such information is required for calculations hereunderor which the Fund directs BNY Mellon to utilize, BNY Mellon shall 

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notbe responsible for, under any duty to inquire into (except as expressly required pursuant to the SLDs),or deemed to make any assurances with respect to, the accuracy or completeness of such information aslong as BNY Mellon utilized the data as contemplated by this Agreement or as otherwise instructed byan Authorized Person.  Without limiting the generality of the foregoing, BNY Mellon shall not be requiredto inquire into any valuation of securities or other assets by a Fund or any third party described inthis sub-section (f) even though BNY Mellon in performing services similar to the services provided pursuantto this Agreement for others may receive different valuations of the same or different securities ofthe same issuers.  BNY Mellon will notify the Fund when bid, offer or market values for a security arenot available to BNY Mellon and such Fund shall then furnish BNY Mellon with bid, offer or market valuesfor such security as applicable.  At any time and from time to time, the Fund also may furnish BNY Mellonwith bid, offer or market values of securities and instruct BNY Mellon in Instructions to use such informationin its calculations hereunder.  In connection therewith, BNY Mellon shall at no time be required or obligatedto commence or maintain any subscriptions to any securities pricing or similar service but may be requiredto utilize a pricing or similar service if required by TRP or the Fund’s Board pursuant to an agreementbetween the Fund or TRP and the securities pricing service vendor.  In no event shall BNY Mellon be requiredto determine, or have any obligations with respect to, whether a market price represents any fair ortrue value, nor to adjust any price to reflect any events or announcements, including, without limitation,those with respect to the issuer thereof, it being agreed that all such determinations and considerationsshall be solely for the applicable Fund and such Fund’s Valuation Committee.  Notwithstanding theforegoing, BNY Mellon shall use commercially reasonable efforts to notify the Fund of events, announcements,issuer information, or other market news of which it becomes aware for consideration by the Fund’sValuation Committee. 

  (g) The Bank of New York Mellon Corporation is a global financialorganization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions(the “BNY Mellon Group”).  The BNY Mellon Group may centralize functions including audit, accounting,risk, legal, compliance, sales, administration, product communication, relationship management, storage,compilation and analysis of customer-related data, and other functions (the “Centralized Functions”)in one or more 

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affiliates,subsidiaries and third-party service providers. Solely in connection with the Centralized Functions,(i) each Fund consents to the disclosure of and authorizes BNY Mellon to disclose information regardingthe Fund (“Customer-Related Data”) to the BNY Mellon Group and to its third-party service providerswho are subject to written confidentiality, security and data protection obligations with respect tosuch information at least as restrictive as those set forth in this Agreement and (ii) BNY Mellon maystore the names and business contact information of each Fund’s employees and representatives onthe systems or in the records of the BNY Mellon Group or its service providers.  Notwithstanding theforegoing, the BNY Mellon Group may use data regarding the Fund collected and/or calculated by the BNYMellon Group in the course of providing the services under this Agreement and may use such data for thepurpose of measuring and monitoring its performance of services to its customers, including the Fund,and for the further purpose of seeking to improve the quality and/or reduce the cost of providing suchservices.  The BNY Mellon Group may also aggregate data regarding the Fund collected and/or calculatedby the BNY Mellon Group in the course of providing the services under this Agreement with other similardata regarding other customers and may use such aggregated data in regulatory reports and/or in materialsprepared for BNY Mellon shareholders, other clients or potential clients (i.e., aggregate assets underadministration, total number of funds, total number of NAVs calculated or transactions processed andsimilar types of information); provided, however, that all such aggregated data shall be anonymized inconnection with such aggregation, and provided further, however, that BNY Mellon shall not aggregateor use (other than in connection with performing the services pursuant to this Agreement or as specificallypermitted in the preceding parenthetical) non-public securities trading information, information regardingindividual securities transactions or positions or information regarding the valuation of individualsecurities without the Fund’s prior written consent.  BNY Mellon will own all such aggregated data.  In the event that the BNY Mellon Group desires to aggregate the Fund’s data for the purpose ofproducts offered to the BNY Mellon Group’s clients, BNY Mellon will provide a proposal to the Fundin writing setting forth the data that the BNY Mellon Group desires to aggregate and the proposed useof the aggregated data, and the BNY Mellon Group will not aggregate and/or use such aggregated data insuch manner without the Fund’s prior written consent.

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 (h) BNY Mellon may consult with counselto the appropriate Fund, at such Fund’s expense, and shall be fully protected with respect to anythingdone or omitted by it in good faith and without BNY Mellon Misconduct in accordance with the advice oropinion of such Fund counsel.

  (i) BNY Mellon shall be responsible for determining in accordancewith U.S. tax laws and regulations: (i) the taxable nature of any distribution or amount received ordeemed received by, or payable to, a Fund and (ii) the taxable nature or effect on a Fund or its shareholdersof any corporate actions, class actions, tax reclaims, tax refunds or similar events (each, a “BNYMTax Determination”) and agrees to process such securities or events in accordance with the BNYMTax Determination unless instructed otherwise by TRP through the Escalation Process described immediatelybelow.  BNY Mellon and TRP shall put in place mutually agreed upon procedures as part of the SLD thatoutline the circumstances under which BNY Mellon is required to alert TRP regarding a BNYM Tax Determination. TRP shall have the right in those circumstances to instruct BNY Mellon to process a security or an eventdifferently than the BNYM Tax Determination for a Fund or Funds (the “Escalation Process”). BNY Mellon is not responsible for the identification of securities requiring U.S. tax treatment thatdiffers from treatment under U.S. generally accepted accounting principles.  In addition and for theavoidance of doubt, BNY Mellon shall not be responsible for determining the taxable nature or taxableamount of any Fund level distribution or dividend, or the effect under any federal, state or foreignincome tax laws of a Fund making or not making any Fund level distribution or dividend payment, or anyelection with respect thereto.  

  (j) Subject to the terms of Section 2, BNY Mellon shall have noduties or responsibilities whatsoever except such duties and responsibilities as are specifically setforth in this Agreement and Schedule I including SLDs attached hereto.  Subject to the terms of Section3(b)(viii), no covenant or obligation shall be implied against BNY Mellon in connection with this Agreement.

(k) BNY Mellon, in performing theservices required of it under the terms of this Agreement, shall not be responsible for determining whetherany interest accruable to a Fund is or will be actually paid, but will accrue such interest until otherwiseinstructed by such Fund.

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 (l) BNY Mellon shall enter into andshall maintain in effect with appropriate parties one or more agreements making reasonable provisionsfor emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, BNY Mellon shall, at no additional expense to the applicable Fund,take reasonable steps to minimize service interruptions.  BNY Mellon shall have no liability with respectto the loss of data or service interruptions caused by equipment failure, provided such loss or interruptionis not caused by BNY Mellon Misconduct.

(m) BNYMellon agrees to provide an annual report (Service Organization Control Report SOC 1SM1
1 SOC 1 is a service mark of the American Institute of Certified Public Accountants(AICPA), which reserves all rights.
) (“SOC 1SM Report”) issued under the Statement on Standards for AttestationEngagements No. 16 (“SSAE 16”) or International Standard on Assurance Engagements 3402 (“ISAE3402”) or other similar standard in place from time to time covering the preceding 12-month period(with the first such period commencing October 1, 2015 and ending September 30, 2016), by a globallyrecognized firm qualified to perform such audits, and will use reasonable efforts to provide such withinsixty (60) calendar days of the applicable period end date.  The SOC 1SM Report shall be a multi-client SOC 1SM type 2 which shall cover services, systems,infrastructure and the ongoing maintenance of control documentation for all common processes controlledand performed by BNY Mellon for which such audits are then currently performed. Such SOC 1SM Report will not cover services, systems, infrastructureor the ongoing maintenance of control documentation for common processes for which TRP is responsible. With respect to any period of less than twelve (12) months prior to September 30, 2015 during whichBNY Mellon is providing services hereunder, such period shall be covered by TRP’s annual ServiceOrganization Control Report SOC 1SM,and the Fund shall obtain such report from TRP.  Each SOC 1SM Report provided by BNY Mellon shall contain a certification fromBNY Mellon’s auditor that specifically addresses (i) review of BNY Mellon’s internal controlsas they relate to a user organization’s financial statement assertions and (ii) the processinglocations used in providing the services as they relate to a user organization’s financial statementassertions.  Upon the Fund’s reasonable request, BNY Mellon shall deliver to the Fund a bridge letterfrom an appropriate officer or representative of BNY Mellon stating 

19

that,to the best of such persons’ knowledge, there have been no changes to BNY Mellon’s internalcontrols, as described in the preceding SOC 1SMReport and as reviewed by BNY Mellon’s Independent Auditors in conjunction with their IndependentService Auditor’s Report, which would materially or adversely affect the internal control environment;provided, however that if any such changes have occurred, BNY Mellon and the Fund shall promptly meetwith BNY Mellon’s auditors to discuss such change.  The Fund may provide a copy of such SOC 1SM Report to its externalauditors, provided that such auditors are required to maintain the confidentiality of such SOC 1SM Report and any relatedinformation.  The requirements of BNY Mellon in this Section 5(m) shall apply to any standards that supersedeor supplement SSAE 16 or ISAE 3402. 

(n) Inthe event that (i) the conversion of all of the services from TRP’s systems to BNY Mellon’ssystems is not substantially completed by the date that is two (2) years from the Effective Date andthe Fund does not exercise its right to terminate this Agreement pursuant to Section 10(c)(v), or (ii)TRP ceases to provide in all material respects, prior to the date that is two (2) years from the EffectiveDate, the support and/or resources under the Middle Office Services Agreement reasonably necessary forBNY Mellon to perform such conversion and/or provide the services under this Agreement; upon the requestof BNY Mellon, the Fund and BNY Mellon shall negotiate in good faith to assign or terminate this Agreementto effectuate the provision of services in an alternate manner from an alternative service provider (a“Service Alternative”); provided, that BNY Mellon shall continue to provide the services pursuantto this Agreement until an agreement with respect to a Service Alternative is reached and BNY Mellonshall then provide reasonable assistance to the Fund in connection with the transition to the ServiceAlternative.

6.  Allocation of Expenses.

Except as otherwise providedherein, all costs and expenses arising or incurred in connection with the performance of this Agreementshall be paid by the appropriate Fund.

7.  Standard of Care; Limitations of Liability; Indemnification.

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 (a) BNYMellonshallbeliableto the Fund foranyand allcosts,expenses,damages,liabilitiesandclaims(including,without limitation, all costs and expenses of investigation and enforcement and the costs, expenses andfees ofattorneys

21

andaccountants)(“Liabilities”)sustainedor incurred by the Fund and any Fund Affiliate, its officers, directors, employees, successorsand permitted assignsand amounts paid in settlement in accordancewith this Section 7 onlyto the extent such Liabilities ariseoutof thenegligence,badfaith,willfulmisconduct, fraud or recklessness of BNY Mellon or any BNY Mellon Affiliatein the performance or omission of any of its duties or obligations under this Agreement (collectively,“BNYMellonMisconduct”).Thepartiesacknowledgethattheremaybe instances where such LiabilitiesariseoutofBNYMellon’sperformanceofitsdutiesorobligationsunderthisAgreementbutitisunclearastowhethersuchLiabilitieswerecausedbyBNYMellonMisconduct(“PotentialLiabilities”)andinsuchcasesthepartiesshallusegoodfaitheffortstodetermineappropriatemeansforaddressingsuchPotentialLiabilities,includingtheextent,ifany,towhichitisappropriateforBNYMellontoassumealloraportionofsuchPotentialLiabilities in light of relevant facts andcircumstances. 

(b) BNY Mellon shall not be responsible for Liabilities (includingwithout limitation damages caused by delays, failure, errors, interruption or loss of data) or for failureto perform (or delay in performing) its obligations which occur by reason of circumstances beyond itsreasonable control in the performance of its duties under this Agreement, including, without limitation,an event of natural disaster, casualty, elements of nature, acts of God, riots, terrorism, war, or suchother event of similar nature that is beyond the reasonable control of BNY Mellon (excluding labor disputesor strikes directed at BNY Mellon), non-performance by a third party not hired or otherwise selectedby BNY Mellon to provide services in connection with this Agreement, failure of the mails, communicationsor computer (hardware or software) services or functions or malfunctions of the internet, firewalls,encryption systems or security devices caused by any of the above (a “Force Majeure Event”). BNY Mellon shall not be responsible for delays or failures to supply the information or services specifiedin this Agreement where such delays or failures are caused by the failure of any person(s) other thanBNY Mellon or a person retained by BNY Mellon to provide services under this Agreement.  In any suchevent, BNY Mellon will use commercially reasonable efforts including, upon declaration of a disaster,those described in their disaster recovery and business continuity plans referenced in Section 3(b)(x),to continue to perform, to recommence performance whenever and to whatever extent reasonably possiblewithout delay, and to mitigate the impact of its non-

22

performancenotwithstanding the occurrence of such event; provided that, if a Force Majeure Event substantially prevents,hinders or delays performance of the services contemplated by this Agreement by more than ninety (90)days and has a material adverse impact on the continuing operations of the Fund, then the Fund may, bygiving BNY Mellon at least five (5) days prior written notice, terminate this Agreement (a “ForceMajeure Termination”).  In addition, in the event that the Fund reasonably believes that a ForceMajeure Event will substantially prevent, hinder or delay performance of the services contemplated bythis Agreement for more than five (5) consecutive calendar days, the Fund may take commercially reasonableactions to mitigate the impact of such services not being provided, including, but not limited to, contractingwith another service provider to provide such services during such period and/or engaging TRP to performsuch services in-house during such period; provided, that the Fund shall consult with BNY Mellon in goodfaith in connection with any such mitigation and BNY Mellon shall provide the Fund reasonable assistancein good faith in connection therewith; provided, further, that BNY Mellon shall resume providing, andthe Fund shall pay for, such services when BNY Mellon resumes providing, unless the Fund has terminatedthis Agreement pursuant to the immediately preceding sentence. Notwithstanding anything set forth inthis Section 7(b), (i) in no event shall the Funds be obligated to pay any fees under this Agreementto BNY Mellon with respect to any services not actually provided during any such Force Majeure Eventand (ii) the Funds shall have no responsibility to pay BNY Mellon for services temporarily performedby the Investment Adviser or a third party.

(c) TheFundshallindemnifyandholdharmlessBNYMellonfromandagainstanyandall third party LiabilitieswhicharesustainedorincurredbyBNYMellonorany BNYMellonAffiliateor any of their officers, directors, employees, successors and assigns only to the extent that such Liabilitiesarise out of (i) theperformanceofBNY Mellon’sdutiesand/orobligations,underthisAgreement (includingany action taken or omitted to be taken by BNY Mellon in good faith in accordance with the advice oropinion of counsel for the Fund) except to the extent that such Liabilities arise out of (x) any materialbreach of this Agreement by BNY Mellon or (y) BNY Mellon Misconduct; (ii) errors existing in the Fund’srecords prior to the Effective Date; (iii) action or inaction taken or omitted to be taken by BNY Mellonpursuant to and in compliance with the terms of any Instructions; and (iv) theFund’sownnegligence,badfaith, willful 

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misconductor fraud, including anyimproperusebytheFundofanyvaluationsorcomputationssuppliedbyBNYMellonpursuant to this Agreement.  With respect to clause (iii)of the preceding sentence, the Fund acknowledges and agrees that BNY Mellon may apply to an AuthorizedPerson of the Fund for Instructions with respect to any matter arising in connection with BNY Mellon’sperformance hereunder for such Fund.  Such application for Instructions may, at the option of BNY Mellon,set forth in writing any action proposed to be taken or omitted to be taken by BNY Mellon with respectto its duties or obligations under this Agreement and the date on and/or after which such action shallbe taken.  Without limiting the foregoing and unless there is BNY Mellon Misconduct, BNY Mellon shallnot be liable for any action taken or omitted to be taken in accordance with a proposal included in anysuch application on or after the date specified therein unless, prior to taking or omitting to take anysuch action, BNY Mellon has received Instructions from an Authorized Person in response to such applicationspecifying the action to be taken or omitted.

(d) BNYMellonshallindemnifyandholdharmlesstheFundfromandagainstanyandallthird party LiabilitieswhicharesustainedorincurredbytheFund or any Fund Affiliate or their respective officers, directors, employees, successors andpermitted assigns (which, for purposesof this Section 7(d) shall be deemed to include any other Funds that invest in the indemnified Fund),only to the extent that such Liabilitiesarise out of any material breach of this Agreement by BNY Mellon or any BNY Mellon Affiliate orby any BNY Mellon Misconduct.

(e) (i) In the event of a claim against a party (“Claim”) related to Liabilities for which such partyis entitled to indemnificationunder this Agreement (the “Indemnified Party”), the Indemnified Party shall give notice tothe party obligated to indemnify such claim (the “Indemnifying Party”) as promptly as practicable;provided, however, that any failure by the Indemnified Party to provide such notice shall not relievethe Indemnifying Party of its obligations to indemnify under this Agreement except to the extent thatthe Indemnifying Party can demonstrate actual prejudice as a result of such failure. The IndemnifiedParty shall provide the Indemnifying Party all reasonably available information requested by the IndemnifyingParty with respect to such claim.

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  (ii) Within thirty (30) calendar days after receiving the IndemnifiedParty’s notice of a Claim, but (to the extent reasonably practicable under the circumstances) nolater than ten (10) days before the date on which any formal response to the Claim is due, the IndemnifyingParty shall notify the Indemnified Party in writing as to whether the Indemnifying Party acknowledgesits indemnification obligation and elects to assume control of the defense of the claim with respectto the Indemnified Party and its affiliates and their respective officers, directors, employees, successorsand permitted assigns (a “Notice of Election”).

  (iii) If the IndemnifyingParty timely delivers a Notice of Election to the Indemnified Party, the Indemnifying Party shall, atthe Indemnifying Party’s sole cost and expense, conduct the defense of the Claim and, consistentwith the rights of Indemnified Party under this Agreement, all negotiations for settlement of the Claim,subject to the following:

   (1) The IndemnifiedParty shall cooperate, at the cost of the Indemnifying Party, in all reasonable respects with the IndemnifyingParty and its attorneys in the investigation, trial and defense of such Claim and any appeal arisingtherefrom.

   (2) The IndemnifiedParty may participate in said defense and/or negotiations to protect its interests at the IndemnifiedParty’s cost and expense.

   (3) Neither anysettlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party,nor any admission regarding the Indemnified Party’s interests, shall be entered into by the IndemnifyingParty, except with the prior written consent of the Indemnified Party.

  (iv) Ifthe Indemnifying Party does not timely deliver a Notice of Election, the Indemnified Party may defendand/or settle the Claim in such manner as it may deem appropriate; provided, however, that no settlementof a Claim that involves the payment of money by the Indemnifying Party or any admission regarding theIndemnifying Party’s interests shall be entered into by the Indemnified Party without the priorwritten consent of the Indemnifying Party.

  (v) If the IndemnifiedParty brings an action against the Indemnifying Party to enforce the Indemnified Party’s rightsunder this Section 7, and the 

25

IndemnifiedParty prevails in such action, the Indemnifying Party shall reimburse the Indemnified Party for the reasonablecosts and expenses incurred in connection with the enforcement of this Section 7.

(f) Subjectto the other provisions of this Section 7 (except as expressly stated otherwise in the NAV Error Policy),BNY Mellon agrees to be liable to the Fund in accordance with the terms of Schedule II (NAV Error Policy).The parties understand that there may be investors and beneficial owners who hold shares of the Fundthrough an intermediary, including but not limited to banks, broker-dealers, other Funds and definedcontribution plan recordkeepers (collectively referred to as “Intermediaries”). Such Intermediarieswill maintain one or more accounts directly with the Fund on behalf of investors or beneficial owners(e.g., defined contribution plan participants).   If there is either a delay in delivery of a Fund’sNAV or a Material NAV Error arising out of BNY Mellon Misconduct, it is acknowledged there may be Liabilitiessustained by such Intermediaries, which, if they had been sustained or incurred by the Fund, would bethe type of Liabilities for which BNY Mellon would have been liable under this Agreement (“CoveredLiabilities”). In the event an Intermediary claims the Fund or TRP must reimburse it for such CoveredLiabilities, BNY Mellon shall be liable to the Fund, TRP or the Intermediary directly for such CoveredLiabilities, provided that the Fund or TRP has taken all commercially reasonable efforts to mitigatesuch Covered Liabilities.

(g) Notwithstanding anything else contained in this Agreement, no party to this Agreement shall be liableto the other party for any indirect, special, incidental, or consequential damages sustained or incurredby such other party arising out of, concerning or relating to the performance of such party’s dutiesand/or obligations under this Agreement, even if previously informed of the possibility of such damagesand regardless of the form of action, except to the extent arising out of such party’s own grossnegligence, bad faith, willful misconduct, fraud or recklessness.  For purposes of this Section 7(g),the parties acknowledge that any and all Liabilities incurred by the Indemnified Party arising out ofClaims with respect to which the Indemnified Party is entitled to indemnification pursuant to this Section7 are not and shall not be deemed to be indirect, special, incidental or consequential damages.

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8.  Compensation.

For the services provided hereunder, each Fund agrees to pay BNY Mellon such compensationand out of pocket expenses as are set forth in Schedule IV attached hereto or otherwise mutually agreedto in writing by such Fund and BNY Mellon from time to time.  Except for those amounts (a) expresslyapproved by the Funds in writing to BNY Mellon or (b) set forth in Schedule IV attached hereto, the Fundsshall not be obligated to pay any other fees or expenses in connection with BNY Mellon performing theservices under this Agreement. Except as hereinafter set forth or as otherwise set forth in ScheduleIV attached hereto, compensation shall be calculated and accrued daily and paid monthly.  Each Fund mayauthorize BNY Mellon to debit such Fund’s custody account for all amounts due and payable hereunder,provided that any such authorization shall be provided in the Fund’s sole discretion in writingand shall only be valid for the time period and to the extent expressly set forth therein.  In the eventthat the Fund authorizes any such debiting, BNY Mellon shall deliver to each Fund invoices for servicesrendered after debiting such Fund’s custody account with an indication that payment has been made. Upon termination of this Agreement before the end of any month, the compensation for such part of amonth shall be prorated according to the proportion which such period bears to the full monthly periodand shall be payable upon the effective date of termination of this Agreement.  For the purpose of determiningcompensation payable to BNY Mellon, each Fund’s Net Asset Value shall be computed at the times andin the manner specified in the Fund’s Offering Materials.  

9.  Records; Visits.

 (a) The Books and Records (as defined below) pertaining to eachFund and such Fund’s Series which are in the possession or under the control of BNY Mellon shallbe the property of the Fund.  The Fund and Authorized Persons shall have access to such Books and Recordsat all times during BNY Mellon’s normal business hours.  Upon the reasonable request of the Fund,copies of any such Books and Records shall be provided by BNY Mellon to the Fund or to an AuthorizedPerson, with the expense associated therewith to be borne as mutually agreed upon between the partieshereto.

 (b) BNYMellon shall keep all books and records related to the services provided to the Fund hereunder, includingwith respect to each Fund’s books of account, 

27

recordsof each Fund’s securities transactions, that BNY Mellon is required to maintain pursuant to Rule31a-1 of the 1940 Act in connection with the services provided hereunder (“Books and Records”)for the period required by applicable Securities Laws.  If a Fund desires to retain any such Books andRecords longer than the period set forth in this Section 9, then upon written notice of the Fund’sdesire to retain such Books and Records, BNY Mellon shall cooperate with the Fund by providing any suchrequested Books and Records to the Fund.  

10.  Term of Agreement.

 (a) This Agreement shall be effective on the date first writtenabove and, unless terminated pursuant to its terms, shall continue until 11:59 PM (Eastern time) on thedate which is the tenth (10th)anniversary of such date (the “Initial Term”), at which time this Agreement shall terminate,unless renewed in accordance with the terms hereof. 

 (b) This Agreement shall automatically renew for successive termsof one (1) year each (each, a “Renewal Term”), unless the Fund or BNY Mellon gives writtennotice to the other party of its intent not to renew and such notice is received by the other party notless than ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term(a "Non-Renewal Notice").  In the event a party provides a Non-Renewal Notice, this Agreement shall terminatewith respect to the Fund at 11:59 PM (Eastern time) on the last day of the Initial Term or Renewal Term,as applicable.

 (c) Terminationfor Convenience.

 The Fund may terminatethis Agreement for any reason whatsoever in its sole and absolute discretion by delivering a terminationnotice to BNY Mellon at least ninety (90) calendar days prior to the effective date of termination, provided thatthe Fund shall pay BNY Mellon, as BNY Mellon’s sole and exclusive remedy for such a terminationfor convenience, the applicable termination fee calculated pursuant to Schedule V; furtherprovided, however, there shallbe no payment of a penalty or termination fee for the following:

(i) wheresuch termination for convenience is required by a governmental authority, and in such case, the noticeperiod shall be reduced as necessary to meet the requirements of such governmental authority;

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 (ii) if the Fund is liquidated, effective as of the liquidationdate; 

(iii) effective upon the effective date of any merger or reorganization of the Fundwith or into another fund advised by TRP (other than in connection with an acquisition or merger of TRPinto, with or by another entity that results in the termination of this Agreement by the Fund and thereplacement of BNY Mellon by another third party service provider in the provision of services similarto those provided in this Agreement); 

(iv) termination by the Fund if the Board reasonablydetermines, in good faith, that an event that has occurred with respect to BNY Mellon that the Boardreasonably believes would cause a material adverse effect on BNY Mellon's ability to perform its dutiesand/or obligations under this Agreement and that the failure to terminate this Agreement would causethe Board to be in breach of its fiduciary obligations under applicable law; provided that the Board has providedwritten notice to BNY Mellon of its intent to terminate the agreement pursuant to this provision, whichnotice shall specify the basis for such determination, and provided that the events giving rise to suchtermination notice have not been cured within sixty (60) calendar days following such notice to BNY Mellon;and furtherprovidedthat no such determination to terminate shall be based in whole or in part on the compensation paid toBNY Mellon pursuant to this Agreement; 

(v) in the event that the conversion of all ofthe services from TRP’s systems to BNY Mellon’s systems is not substantially completed by thedate that is two (2) years from the Effective Date, upon at least one hundred twenty (120) days’prior notice to BNY Mellon; provided, that to the extent the failure to substantially complete the conversionis caused by BNY Mellon such termination shall be treated as a termination for cause and the Fund shallbe entitled to recover damages (including the recovery of platform fees previously charged to the Fundspursuant to this Agreement) and be reimbursed for Costs and Expenses (as defined below) only to the extentsuch failure was caused by BNY Mellon; 

(vi) if BNY Mellon is subject to a RegulatoryEvent; “Regulatory Event” is defined with respect to BNY Mellon as any governmental or regulatoryaction that limits, suspends, or terminates the rights, privileges or operation of BNY Mellon in a mannerthat would result in a material adverse effect on the ability of BNY Mellon to perform its duties and/orobligations under this Agreement or any governmental or regulatory investigation 

29

determinedagainst BNY Mellon that would result in a material adverse effect on the ability of BNY Mellon to performits duties and/or obligations under this Agreement;    

(vii) a Force Majeure Termination;or

(viii) upon the occurrence of a Specified Convenience Event.

(d) The Fund’s Termination for Cause.

Unless otherwiseexpressly agreed to by the Fund and BNY Mellon in writing, the Fund in its sole and absolute discretionmay, by delivering a termination notice to BNY Mellon at least thirty (30) calendar days prior to theeffective date of termination, terminate this Agreement for cause (and without the payment by the Fundof a termination fee or penalty) if BNY Mellon:

(i) commits a material breach of this Agreementand fails to cure such breach within thirty (30) calendar days after the date of any termination noticefrom the Fund;

(ii) commits a material breach of this Agreement which is not capableof being cured within a ninety (90) calendar day period;

(iii) commits numerous orrepeated breaches of its duties and/or obligations under this Agreement, which, regardless of whetherthey have been or could be cured, collectively constitute a material breach of this Agreement; 

(iv)commits a Specified Cause Event; or

(v) is subject to an Act of Insolvency; “Actof Insolvency” is defined as: (i) the commencement by BNY Mellon as debtor of any case or proceedingunder any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law, or BNY Mellonseeking the appointment of a receiver, trustee, custodian or similar official for BNY Mellon or substantialpart of its property; (ii) the appointment of a receiver, conservator, or manager for BNY Mellon by anygovernment agency or authority having the jurisdiction to do so; (iii) the commencement of any such caseor proceeding against BNY Mellon, which (a) is consented to or not timely contested by BNY Mellon, (b)results in the entry of an order for relief, such an appointment, the issuance of such a protective decreeor the entry of an order having a similar effect, or (c) is not dismissed within 60 days; (iv) the makingor offering by BNY Mellon of a composition with its creditors or a general assignment for the benefitof creditors; (v) the admission by BNY Mellon of its inability to 

30

payits debts or discharge its obligations as they become due or mature; or (vi) any governmental authorityor agency or any person, agency or entity acting under governmental authority shall have taken any actionto condemn, seize or appropriate, or to assume custody or control of, all or any substantial part ofthe property of BNY Mellon. 

(e)  BNY Mellon’sTermination for Cause

Unless otherwise expressly agreed to by the Fund(s) and BNY Mellonin writing, BNY Mellon in its sole and absolute discretion may, by delivering a termination notice tothe applicable Fund(s) at least ninety (90) calendar days prior to the effective date of termination,terminate this Agreement for cause (and without the payment of a termination fee or penalty by BNY Mellon)with respect to a Fund or Funds only if such Fund(s):

(i) fails to make paymentsdue hereunder when due, which failure remains uncured for thirty (30) calendar days after the date ofany notice from BNY Mellon of such failure unless being contested in good faith, or

(ii) issubject to an Act of Insolvency; “Act of Insolvency” is defined as: (i) the commencement bysuch Fund(s) as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation,dissolution or similar law, or such Fund(s) seeking the appointment of a receiver, trustee, custodianor similar official for such Fund(s) or substantial part of its property; (ii) the appointment of a receiver,conservator, or manager for such Fund(s) by any government agency or authority having the jurisdictionto do so; (iii) the commencement of any such case or proceeding against such Fund(s), which (a) is consentedto or not timely contested by such Fund(s), (b) results in the entry of an order for relief, such anappointment, the issuance of such a protective decree or the entry of an order having a similar effect,or (c) is not dismissed within 60 days; (iv) the making or offering by such Fund(s) of a compositionwith its creditors or a general assignment for the benefit of creditors; (v) the admission by such Fund(s)of its inability to pay its debts or discharge its obligations as they become due or mature; or (vi)any governmental authority or agency or any person, agency or entity acting under governmental authorityshall have taken any action to condemn, seize or appropriate, or to assume custody or control of, allor any substantial part of the property of such Fund(s). 

31

For the avoidance of doubt, terminating this Agreement for cause by BNY Mellon withrespect to one Fund shall not have any effect on the obligations of BNY Mellon to any other Fund underthis Agreement.

(f) Costs and Expensesof Termination  

If a Fund terminates this Agreement with respect to such Fund atany time pursuant to Section 10(c)(v), 10(c)(vi) or 10(d) above, then BNY Mellon shall reimburse suchFund for any Costs and Expenses incurred by such Fund in connection with converting such Fund to a successorservice provider (including TRP, if applicable), including without limitation the delivery to such successorservice provider, such Fund and/or other of the Fund’s service providers any of such Fund’sproperty, records, data, instruments and documents; provided, that, with respect to a termination pursuantto Section 10(c)(v), BNY Mellon shall be required to reimburse the Fund for such Costs and Expenses onlyto the extent that the failure to substantially complete the conversion of all of the services from TRP’ssystems to BNY Mellon’s systems is caused by BNY Mellon.  For purposes of this Section 10(f), “Costsand Expenses” shall mean any actual, provable, reasonable, customary and direct out-of-pocket costsand expenses incurred by such Fund.  Costs and Expenses shall not include, and in no event shall BNYMellon be liable under this Agreement for, any lift-out expenses or platform development costs for thesuccessor service provider or any wind-down costs of the Fund or any Fund Affiliate, including, withoutlimitation, non-cancelable payments or termination charges regarding hosting and/or any other subcontractedservices. The Fund must provide BNY Mellon with written evidence of the Costs and Expenses before BNYMellon is obligated to pay them. The Fund also has a duty to mitigate, and must exercise its duty tomitigate, such Costs and Expenses.

11.  Amendment.

This Agreement may notbe amended, changed or modified in any manner except by a written agreement executed by BNY Mellon andthe Fund to be bound thereby, and authorized or approved by such Fund’s Board.

32

12.  Assignment; Subcontracting. 

(a) Exceptas expressly provided in Section 12(b) below, this Agreement shall not be assignable or delegable, whetherby merger, operation of law or otherwise, by any Fund without the written consent of BNY Mellon, or byBNY Mellon without the written consent of the affected Fund, in each case which consent may not be unreasonablywithheld.  This Agreement shall extend to and shall be binding upon the Parties hereto, and their permittedsuccessors and assigns.

(b) Notwithstanding the foregoing:(i) BNY Mellon may assign or transfer this Agreement to any BNY Mellon Affiliate or transfer thisAgreement in connection with a sale of a majority or more of its assets, equity interests or voting control, providedthat BNY Mellon gives the relevant Funds ninety (90) days' prior written notice of such assignment ortransfer and such assignment or transfer does not impair the provision of services under this Agreementin any material respect, and the assignee or transferee agrees in writing to be bound by all terms ofthis Agreement in place of BNY Mellon; (ii) BNY Mellon may subcontract with, hire, engage or otherwiseoutsource to any BNY Mellon Affiliate with respect to the performance of any one or more of the functions,services, duties or obligations of BNY Mellon under this Agreement but any such subcontracting, hiring,engaging or outsourcing shall not relieve BNY Mellon of any of its liabilities or obligations hereunderand BNY Mellon shall remain responsible for all activities, including all acts and omissions, of suchBNY Mellon Affiliates to the same extent as if such activities were performed by BNY Mellon; (iii) BNYMellon may subcontract with, hire, engage or otherwise outsource to an unaffiliated third party withrespect to the performance of any one or more of the functions, services, duties or obligations of BNYMellon under this Agreement but any such subcontracting, hiring, engaging or outsourcing shall (A) requirethe prior written consent of the relevant Funds and (B) not relieve BNY Mellon of any of its liabilitieshereunder; and (iv) BNY Mellon, in the course of providing certain additional services requested by aFund (“Vendor Eligible Services”) as further described in Schedule I attached hereto, may inits sole discretion, enter into an agreement or agreements with a financial printer or electronic servicesprovider (“Vendor”) to provide BNY Mellon with the ability to generate certain reports or providecertain functionality; provided,however,that BNY Mellon shall ensure prior to any assignment, transfer, subcontracting, hiring, engaging or otheroutsourcing, as applicable, under subsections (i) through (iv) that the 

33

applicableBNY Mellon Affiliate, unaffiliated third party or Vendor is subject to written confidentiality, securityand data protection obligations at least as restrictive as those set forth in this Agreement.  BNY Mellon shall not beobligated to perform any of the Vendor Eligible Services unless an agreement between BNY Mellon and theVendor for the provision of such services is then-currently in effect.  Upon request, BNY Mellon willdisclose the identity of the Vendor and the status of the contractual relationship, and a Fund is freeto attempt to contract directly with the Vendor for the provision of the Vendor Eligible Services.

(c) Ascompensation for the Vendor Eligible Services rendered by BNY Mellon pursuant to this Agreement, theapplicable Fund will pay to BNY Mellon such fees as may be agreed to in writing by the Fund and BNY Mellon. In turn, BNY Mellon will be responsible for paying the Vendor’s fees.  For the avoidance of doubt,BNY Mellon anticipates that the fees it charges hereunder will be more than the fees charged to it bythe Vendor, and BNY Mellon will retain the difference between the amount paid to BNY Mellon hereunderand the fees BNY Mellon pays to the Vendor as compensation for the additional services provided by BNYMellon in the course of making the Vendor Eligible Services available to the Fund.

13.  Governing Law; Consent to Jurisdiction.

ThisAgreement shall be construed in accordance with the laws of the State of New York, without regard toconflict of laws principles thereof.  Each party hereby consents to the jurisdiction of a state or federalcourt situated in New York City, New York in connection with any dispute arising hereunder, and waivesto the fullest extent permitted by law its right to a trial by jury.  To the extent that in any jurisdictionany party may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution,attachment (before or after judgment) or other legal process, such party irrevocably agrees not to claim,and it hereby waives, such immunity.

14.  Severability; No Third Party Beneficiaries.

In caseany provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in anyjurisdiction, the validity, legality and enforceability of the remaining provisions or obligations shallnot in any way be affected or impaired thereby, and if any provision is inapplicable to any person orcircumstances, it shall nevertheless 

34

remainapplicable to all other persons and circumstances.  A person who is not a party to this Agreement shallhave no rights to enforce any provision of this Agreement, and no Fund shall have a right to enforceany provision of this Agreement as it relates to another Fund.  BNY Mellon shall not be responsible forany costs or fees charged to a Fund or an affiliate of a Fund by consultants, counsel, auditors, publicaccountants or other service providers retained by the Fund or any such affiliate.  

15.  No Waiver.

Each and every right grantedto a party to this Agreement hereunder or under any other document delivered hereunder or in connectionherewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of a party to exercise, and no delay in exercising, any right will operate asa waiver thereof, nor will any single or partial exercise by the party of any right preclude any otheror future exercise thereof or the exercise of any other right.

16.  Notices.

All notices, requests, consents and othercommunications pursuant to this Agreement in writing shall be sent as follows:

 ifto a Fund, at

The T. Rowe Price Funds

100 East Pratt Street

Baltimore, Maryland  21202

Attention: David Oestreicher

witha copy to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Attention: Margery K. Neale and Laura L. Delanoy

35

 if to BNY Mellon, at

 BNYMellon 103 Bellevue Parkway Wilmington,Delaware 19809 Attention: Head of U.S. Fund Accounting

 with a copy to:

 TheBank of New York Mellon One Wall Street NewYork, New York 10286 Attention: Legal Dept. –Asset Servicing

or at such other place as may from time to time be designated in writing.  Notices hereundershall be effective upon receipt.

17.  Several Obligations.

The parties acknowledgethat the rights and obligations of the Funds hereunder are several and not joint, that no Fund shallbe liable for any amount owing by another Fund and that the Funds have executed one instrument for convenienceonly.

18.  Confidentiality.

(a) Eachparty shall keep confidential any information relating to the other  party’s business (“ConfidentialInformation”), except as otherwise permitted hereunder or as expressly agreed in writing by theprotected party.  Confidential Information shall include (a) any data or information that is competitivelysensitive material, and not generally known to the public, including, but not limited to, informationabout product plans, marketing strategies, finances, operations, customer relationships, customer profiles,customer lists, sales estimates, business plans, portfolio holdings and transaction information and internalperformance results relating to the past, present or future business activities of a such party and itssubsidiaries and affiliated companies; (b) any scientific or technical information, design, process,procedure, formula or improvement that is commercially valuable and secret in the sense that its confidentialityaffords such party a competitive advantage over its competitors; (c) all confidential or proprietaryconcepts, documentation, reports, data, specifications, computer software, source code, object code,flow charts, databases, inventions, know-how and trade secrets, whether or not patentable or copyrightable;(d) any information or data with respect to the 

36

shareholdersof a Fund, including information that can be used to identify an individual (e.g., a social securitynumber); (e) information from third party vendors; and (f) anything designated as confidential.  Notwithstandingthe foregoing, as between BNY Mellon and a particular Fund information shall not be subject to such confidentialityobligations if it: (a) is already known to the receiving party and is not subject to a duty of confidentialityat the time it is obtained; (b) is or becomes publicly known or available through no wrongful act ofthe receiving party; (c) is rightfully received from a third party who, to the best of the receivingparty’s knowledge, is not under a duty of confidentiality; (d) is released with the protected party’sprior written consent; (e) is requested or required to be disclosed by the receiving party pursuant toa court order, subpoena, governmental or regulatory authority request or law, provided the receivingparty provides the protected party with reasonable assistance and notice, when legally and practicallypossible to do so, for the protected party to attempt to obtain a protective order or other confidentialtreatment at the protected party’s expense (it being understood that no prior notice shall be requiredin connection with the disclosure of information by the receiving party in response to a request fromits regulators) and the receiving party discloses only that portion of the Confidential Information whichis legally required to be disclosed; or (f) has been or is independently developed or obtained by thereceiving party.  Provisions authorizing the disclosure of information shall survive any terminationof this Agreement.  The obligations set forth in this Section 18 shall survive any termination of thisAgreement for a period of two (2) years after such termination.

 (b) Notwithstandingthe foregoing, 

(i) BNY Mellon maydisclose relevant aspects of the Fund’s Confidential Information to its and BNY Mellon Affiliates’officers, directors, professional advisors, counsel, personnel, subcontractors and third party vendors(each, a “BNY Mellon Representative” and collectively, the “BNY Mellon Representatives”),to the extent that such disclosure is reasonably necessary for the performance of its duties and obligationsunder this Agreement.  BNY Mellon shall take all reasonable measures to ensure that the Fund’sConfidential Information is not disclosed or duplicated in contravention of the provisions of this Agreementby such BNY Mellon Representatives and all such BNY Mellon Representatives shall be (A) informed by BNYMellon of the confidential nature of such Confidential Information and of the confidentiality undertakingsof BNY Mellon contained 

37

hereinand (B) bound by either one or both of (I) written confidentiality obligations or (II) confidentialityobligations under the applicable BNY Mellon code of conduct or similar binding policy, in each case thatare at least as restrictive as those by which BNY Mellon is bound as contained herein.  BNY Mellon mayalso disclose relevant aspects of the Fund’s Confidential Information to TRP to the extent thatsuch disclosure is reasonably necessary for the performance of the services contemplated hereunder.BNY Mellon shall be responsible for any breach of this Agreement by BNY Mellon Representatives.

(ii) The Fund may disclose relevant aspects of BNY Mellon’sConfidential Information to Fund Affiliates or TRP and their respective officers, directors, professionaladvisors, counsel, personnel, subcontractors and third party vendors (each, a “TRP Representative”and collectively, the “TRP Representatives”), to the extent that such disclosure is reasonablynecessary for the receipt and use of the services under this Agreement.  The Fund shall take all reasonablemeasures to ensure that BNY Mellon’s Confidential Information is not disclosed or duplicated incontravention of the provisions of this Agreement by such TRP Representatives and all such TRP Representativesshall be (A) informed by the Fund of the confidential nature of such Confidential Information and ofthe confidentiality undertakings of the Fund contained herein and (B) bound by either one or both of(I) written confidentiality obligations or (II) confidentiality obligations under the applicable TRPcode of conduct or similar binding policy, in each case that are at least as restrictive as those bywhich the Fund is bound as contained herein.  The Fund shall be responsible for any breach of this Agreementby TRP Representatives.

 (c) Notwithstandinganything contained in this Section 18, BNY Mellon will not engage in proprietary trading based on non-publicportfolio holdings or transaction information of the Fund.

19.  Counterparts.

This Agreement may be executedin any number of counterparts, each of which shall be deemed to be an original, but such counterpartstogether shall constitute only one instrument.

38

20.  No Publicity.  

A party to this Agreementshall not use the name or marks of, refer to, or identify the other party (or any related entity) inany publicity releases, interviews, promotional or marketing materials, public announcements, testimonialsor advertising without the prior written approval of authorized representatives of the other party (whichapproval a party may withhold in its sole discretion), except no such written approval is required tothe extent any such disclosure is required by law.  BNY Mellon may identify the Fund(s) as a client inclient lists, provided that the Fund(s) name is no more prominent than any other client on such list(s). A party may withdraw such consent at any time.  

21.  Parties’Relationship.

The parties to the Agreement are independent parties.  BNY Mellon,in furnishing the Services, is acting as an independent contractor.  BNY Mellon has the sole right andobligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all workto be performed by BNY Mellon and its employees, agents, independent contractors and other representativesunder the Agreement.  At no time shall any such individuals represent himself or herself as an employeeof a Fund or be considered an employee of a Fund.  BNY Mellon is not a joint venturer with, nor an employee,agent or partner of the Funds and has no authority to represent or bind the Funds as to any matters.

22.  Covenant of Good Faith.

Each party to this Agreementacknowledges and agrees, in its dealings with the other party under or in connection with this Agreement,including the performance of all obligations and the exercise of all rights under this Agreement, itshall comply with the fundamental principle of good faith and fair dealing.  

23.  Invalidity.

If any of the provisions of this Agreement becomes invalid, illegal or unenforceablein any respect under any law, the validity, legality and enforceability of the remaining provisions shallnot be affected or impaired.

39

24.  The Parties.

All references herein to “the Fund”are to each of the Funds listed on Exhibit A individually or any class thereof, as if this Agreementwere between such individual Fund and BNY Mellon.  In the case of a series Fund or trust or a separateclass of shares, all references to “the Fund” are to the individual series, portfolio or classof such Fund or trust, or to such Fund or trust on behalf of the individual series, portfolio or class,as appropriate.  The “Fund” also includes any T. Rowe Price Funds that may be established afterthe execution of this Agreement; provided, however, upon notice to BNY Mellon of any such T. Rowe PriceFunds established after the execution of this Agreement, BNY Mellon and the applicable fund shall cooperatein good faith to promptly execute a written addendum to this Agreement adding such fund, and BNY Mellonshall not be obligated to commence to provide services hereunder to such fund until such addendum hasbeen executed by BNY Mellon and the applicable fund.  Any reference in this Agreement to a “party”or “Party” shall mean BNY Mellon or such other individual Fund as to which the matter pertainsindividually, and to the “parties” or “Parties” shall mean BNY Mellon and such otherindividual Fund as to which the matter pertains collectively. 

25.  Directors,Trustees and Shareholders and Massachusetts Business Trust.

It is understood and isexpressly stipulated that neither the holders of shares in the Fund nor any Directors or Trustees ofthe Fund shall be personally liable hereunder.

With respect to any Fund which is a partyto this Agreement and which is organized as a Massachusetts business trust (“Trust”), the term“Fund” means and refers to the trust established by its applicable trust agreement (Declarationof Trust) as the same may be amended from time to time.  It is expressly agreed that the obligationsof any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers,agents or employees of the Trust, personally, but bind only the trust property of the Trust, as providedin the Declaration of Trust of the Trust.  The execution and delivery of this Agreement has been authorizedby the trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorizationby such Trustees nor such execution and delivery by such officer shall be deemed to have been made byany of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

40

26.  Rules of Construction.  

(a) Language.  This Agreement is in the English language only, which languageshall be controlling in all respects, and all versions of this Agreement in any other language shallbe for accommodation only and shall not be binding upon the parties.  All communication, notices, orother documents to be made, given, or approved pursuant to this Agreement shall be made in the Englishlanguage.

(b) Use of CertainWords.  Unless the context requires otherwise:

(i.) “including” (and any of its derivative forms) meansincluding but not limited to;

(ii.) “may”means has the right, but not the obligation to do something and “may not” means does not havethe right to do something;

(iii.) “shall”and “will” are expressions of command, not merely expressions of future intent or expectation;

(iv.) “written”or “in writing” is used for emphasis in certain circumstances, but that shall not derogatefrom the general application of the notice requirements set forth in Section 16 in those and other circumstances;and

(v.) use of thesingular imports the plural and vice versa.

(c) Interpretation.  The terms and conditions of this Agreement are theresult of negotiations between the Parties.  The Parties intend that this Agreement shall not be construedin favor of or against any Party by reason of the extent to which any Party or its professional advisorsparticipated in the preparation or drafting of this Agreement.

(d) Headings and Article, Section and Exhibit References.  The Articleand Section headings are for reference and convenience only and shall not be considered in the interpretationof this Agreement.  Unless otherwise indicated, Article or Section references are to Articles or Sectionsof the document in which the reference is contained.  References to numbered Articles or Sections ofthis Agreement also refer to and include all subsections of the referenced Article or Section.  Referencesto Appendices, Exhibits or Schedules of 

41

thisAgreement also refer to and include all attachments of the referenced Appendix, Exhibit or Schedule.

(e) Order of Precedence. If a conflict occurs between this Agreement and any Appendix, Exhibit or Schedule, unless otherwisespecifically stated in the Appendices, Exhibits or Schedules, the order of precedence shall be:

(i) First, this Agreement;

(ii) Second, Schedule I and the Appendicesthereto; and

(iii) Third, any other Appendix, Exhibit or Schedule.

provided, however, that thisAgreement shall control if a conflict occurs between this Agreement and any Appendix, Exhibit or Scheduleand the NAV Error Policy, except as expressly set forth in the NAV Error Policy.

(f) Covenant of Further Assurances. The Funds and BNY Mellon covenant and agree that, subsequent to the execution and delivery of this Agreementand, without any additional consideration, each of the Funds and BNY Mellon shall execute and deliverany further legal instruments and perform any acts that may be reasonably required to confirm and effectuatethe validity and enforceability of this Agreement.

(g) Survival.  Any and all provisions of this Agreement which by theirnature or effect are required or intended to be observed, kept, or performed after the expiration ortermination of this Agreement shall survive the expiration or any termination of this Agreement and remainbinding upon and for the parties’ benefit.

[Signature Page Follows.]

42

IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to beexecuted by their duly authorized officers and their seals to be hereunto affixed, all as of the dayand year first above written.

|   |                                                                                                              |
|--------|-------------------------------------------------------------------------------------------------------------------|
|   | By: /s/David Oestreicher

  on behalf of each Fund 

     identified on Exhibit A

     attached hereto           |
|   | Name: /s/David Oestreicher

Title: Vice President                                                                 |
|   | T. ROWE PRICE ASSOCIATES, INC.

solely with respect to therepresentations and warranties provided at Section 3(c) |
|   | By: /s/William Strickland

Name: /s/William Strickland

Title: Vice President                                     |
|   | THE BANK OF NEW YORK MELLON                                                                                       |
|   | By: /s/Samir Pandiri

Name:/s/Samir Pandiri

Title: CEO Asset Servicing                                           |
|   | Date: 7/30/15                                                                                                     |

[Signature Page to Fund Accounting Agreement]

43

EXHIBIT A

Listof Funds/Portfolios

|                                                 |                                              |                 |                 |
|------------------------------------------------------|---------------------------------------------------|----------------------|----------------------|
| Mutual Fund Entity Name                              | Reference ID                                      | Entity Type          |
| '40 Act RegisteredFunds                         |                                              |                 |
| T. Rowe Price Balanced Fund, Inc.                    | BAL                                               | MutualFund           |
| T. Rowe Price Blue Chip Growth Fund, Inc.            | BCG                                               | MutualFund - Parent  |
| T. Rowe Price California Tax-Free Income Trust       | CAT                                               | MutualFund - Parent  |
|                                                 | California Tax-Free Bond Fund                     | CAB                  | Mutual Fund - Series |
|                                                 | CaliforniaTax-Free Money Fund                     | CAM                  | Mutual Fund - Series |
| T. Rowe Price Capital AppreciationFund               | CAF                                               | Mutual Fund - Parent |
| T. Rowe Price Capital OpportunityFund, Inc.          | COF                                               | Mutual Fund - Parent |
| T. Rowe Price Corporate IncomeFund, Inc.             | CIF                                               | Mutual Fund          |
| T. Rowe Price Credit OpportunitiesFund, Inc.         | CRO                                               | Mutual Fund - Parent |
| T. Rowe Price Diversified Mid-CapGrowth Fund, Inc.   | DMG                                               | Mutual Fund          |
| T. Rowe Price Diversified Small-CapGrowth Fund, Inc. | DSG                                               | Mutual Fund          |
| T. Rowe Price Dividend GrowthFund, Inc.              | DGF                                               | Mutual Fund - Parent |
| T. Rowe Price Equity Income Fund                     | EIF                                               | Mutual Fund - Parent |
| T. Rowe Price Equity Series, Inc.                    | EQS                                               | MutualFund - Parent  |
|                                                 | T. Rowe Price Blue Chip GrowthPortfolio           | BCP                  | Mutual Fund - Series |
|                                                 | T. Rowe Price Equity Income Portfolio             | EIP                  | Mutual Fund - Series |
|                                                 | T. Rowe Price Equity Index 500 Portfolio          | EXP                  | Mutual Fund - Series |
|                                                 | T. Rowe Price Health Sciences Portfolio           | HSP                  | Mutual Fund - Series |
|                                                 | T. Rowe Price Mid-Cap Growth Portfolio            | MGP                  | Mutual Fund - Series |
|                                                 | T. Rowe Price New America Growth Portfolio        | NAP                  | MutualFund - Series  |
|                                                 | T.Rowe Price Personal Strategy Balanced Portfolio | PSP                  | Mutual Fund - Series |

44

|                                              |                                                   |                     |                 |
|---------------------------------------------------|--------------------------------------------------------|--------------------------|----------------------|
| Mutual Fund Entity Name                           | Reference ID                                           | Entity Type              |
| T.Rowe Price Financial Services Fund, Inc.        | FSF                                                    | Mutual Fund              |
| T.Rowe Price Fixed Income Series, Inc.            | FIS                                                    | Mutual Fund - Parent     |
|                                              | T. Rowe Price Limited-Term Bond Portfolio              | LTP                      | MutualFund - Series  |
|                                              | T. Rowe Price Prime Reserve Portfolio                  | PRP                      | Mutual Fund - Series |
| T. Rowe Price Floating Rate Fund, Inc.            | FRI                                                    | MutualFund - Parent      |
| T. Rowe Price Global Allocation Fund, Inc.        | GAF                                                    | MutualFund – Parent |
| T. Rowe Price Global Multi-Sector Bond Fund, Inc. | SNF                                                    | MutualFund – Parent |
| T. Rowe Price Global Real Estate Fund, Inc.       | GRE                                                    | MutualFund - Parent      |
| T. Rowe Price Global Technology Fund, Inc.        | GTF                                                    | MutualFund               |
| T. Rowe Price GNMA Fund                           | GMA                                                    | Mutual Fund              |
| T.Rowe Price Growth & Income Fund, Inc.       | GIF                                                    | Mutual Fund              |
| T.Rowe Price Growth Stock Fund, Inc.              | GSF                                                    | Mutual Fund - Parent     |
| T.Rowe Price Health Sciences Fund, Inc.           | HSF                                                    | Mutual Fund              |
| T.Rowe Price High Yield Fund, Inc.                | HYF                                                    | Mutual Fund - Parent     |
| T.Rowe Price Index Trust, Inc.                    | INDX                                                   | Mutual Fund - Parent     |
|                                              | T. Rowe Price Equity Index 500 Fund                    | EXF                      | Mutual Fund - Series |
|                                              | T. Rowe Price Extended Equity Market Index Fund        | XMX                      | MutualFund - Series  |
|                                              | T. Rowe Price Total Equity MarketIndex Fund            | TMX                      | Mutual Fund - Series |
| T. Rowe Price Inflation FocusedBond Fund, Inc.    | STI                                                    | Mutual Fund              |
| T. Rowe Price Inflation ProtectedBond Fund, Inc.  | IPB                                                    | Mutual Fund              |
| T. Rowe Price Institutional EquityFunds, Inc.     | IEF                                                    | Mutual Fund - Parent     |
|                                              | T. Rowe Price Institutional Large-Cap Core Growth Fund | LCC                      | MutualFund - Series  |
|                                              | T. Rowe Price Institutional Large-CapGrowth Fund       | LCG                      | Mutual Fund - Series |
|                                              | T. Rowe Price Institutional Large-Cap Value Fund       | LCV                      | MutualFund - Series  |
|                                              | T.Rowe Price Institutional Mid-Cap Equity Growth Fund  | MCE                      | Mutual Fund - Series |

45

|                                                 |                                                               |                 |                 |
|------------------------------------------------------|--------------------------------------------------------------------|----------------------|----------------------|
| Mutual Fund Entity Name                              | Reference ID                                                       | Entity Type          |
|                                                 | T. Rowe Price Institutional Small-Cap Stock Fund                   | SCI                  | MutualFund - Series  |
|                                                 | T. Rowe Price Institutional U.S.Structured Research Fund           | IRF                  | Mutual Fund - Series |
| T. Rowe Price Institutional IncomeFunds, Inc.        | IINCF                                                              | Mutual Fund - Parent |
|                                                 | T. Rowe Price Institutional Core Plus Fund                         | ICP                  | MutualFund - Series  |
|                                                 | T. Rowe Price Institutional CreditOpportunities Fund               | ICO                  | Mutual Fund - Series |
|                                                 | T. Rowe Price Institutional Floating Rate Fund                     | IFR                  | MutualFund - Series  |
|                                                 | T. Rowe Price Institutional GlobalMulti-Sector Bond Fund           | IGM                  | Mutual Fund - Series |
|                                                 | T. Rowe Price Institutional High Yield Fund                        | HYI                  | MutualFund - Series  |
|                                                 | T. Rowe Price Institutional LongDuration Credit Fund               | LDC                  | Mutual Fund - Series |
| T. Rowe Price Institutional InternationalFunds, Inc. | IIF                                                                | Mutual Fund - Parent |
|                                                 | T. Rowe Price Institutional Africa & Middle East Fund          | IAM                  | MutualFund - Series  |
|                                                 | T. Rowe Price Institutional EmergingMarkets Bond Fund              | IEB                  | Mutual Fund - Series |
|                                                 | T. Rowe Price Institutional Emerging Markets Equity Fund           | IEM                  | MutualFund - Series  |
|                                                 | T. Rowe Price Institutional FrontierMarkets Equity Fund            | IFM                  | Mutual Fund - Series |
|                                                 | T. Rowe Price Institutional Global Focused Growth Equity Fund      | IGE                  | MutualFund - Series  |
|                                                 | T. Rowe Price Institutional GlobalGrowth Equity Fund               | IGL                  | Mutual Fund - Series |
|                                                 | T. Rowe Price Institutional Global Value Equity Fund               | IGV                  | MutualFund - Series  |
|                                                 | T. Rowe Price Institutional InternationalBond Fund                 | IIB                  | Mutual Fund - Series |
|                                                 | T. Rowe Price Institutional International Concentrated Equity Fund | ICE                  | MutualFund - Series  |
|                                                 | T.Rowe Price Institutional International Core Equity Fund          | IIC                  | Mutual Fund - Series |

46

|                                                      |                                                         |                 |                      |
|-----------------------------------------------------------|--------------------------------------------------------------|----------------------|---------------------------|
| Mutual Fund Entity Name                                   | Reference ID                                                 | Entity Type          |
|                                                      | T. Rowe Price Institutional International Growth Equity Fund | FEF                  | MutualFund - Series       |
| T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. | ITF                                                          | MutualFund - Parent  |
| T. Rowe Price International Funds, Inc.                   | PIF                                                          | Mutual Fund - Parent |
|                                                      | T. Rowe Price Africa & Middle East Fund                  | AME                  | MutualFund - Series       |
|                                                      | T. Rowe Price Asia OpportunitiesFund                         | AOF                  | Mutual Fund - Series      |
|                                                      | T. Rowe Price Emerging Europe Fund                           | EEM                  | Mutual Fund - Series      |
|                                                      | T. Rowe Price Emerging Markets Bond Fund                     | EMB                  | Mutual Fund - Series      |
|                                                      | T. Rowe Price Emerging Markets Corporate Bond Fund           | EMC                  | MutualFund - Series       |
|                                                      | T. Rowe Price Emerging MarketsLocal Currency Bond Fund       | EML                  | Mutual Fund - Series      |
|                                                      | T. Rowe Price Emerging Markets Stock Fund                    | EMS                  | MutualFund - Series       |
|                                                      | T. Rowe Price Emerging MarketsValue Stock Fund               | EMV                  | Mutual Fund – Series |
|                                                      | T. Rowe Price European Stock Fund                            | ESF                  | Mutual Fund - Series      |
|                                                      | T. Rowe Price Global Growth Stock Fund                       | GLE                  | Mutual Fund - Series      |
|                                                      | T. Rowe Price Global High Income Bond Fund                   | GHI                  | MutualFund - Series       |
|                                                      | T. Rowe Price Global IndustrialsFund                         | IND                  | Mutual Fund - Series      |
|                                                      | T. Rowe Price Global Stock Fund                              | GLS                  | Mutual Fund - Series      |
|                                                      | T. Rowe Price Global Unconstrained Bond Fund                 | GUN                  | MutualFund - Series       |
|                                                      | T. Rowe Price International BondFund                         | IBF                  | Mutual Fund - Series      |
|                                                      | T. Rowe Price International Concentrated Equity Fund         | ICN                  | MutualFund - Series       |
|                                                      | T. Rowe Price International DiscoveryFund                    | IDF                  | Mutual Fund - Series      |
|                                                      | T. Rowe Price International Growth & Income Fund         | IGI                  | MutualFund - Series       |
|                                                      | T. Rowe Price International StockFund                        | ISF                  | Mutual Fund - Series      |
|                                                      | T. Rowe Price Japan Fund                                     | JAF                  | Mutual Fund - Series      |
|                                                      | T.Rowe Price Latin America Fund                              | LAM                  | Mutual Fund - Series      |

47

|                                                    |                                                                    |                      |                 |
|---------------------------------------------------------|-------------------------------------------------------------------------|---------------------------|----------------------|
| Mutual Fund Entity Name                                 | Reference ID                                                            | Entity Type               |
|                                                    | T. Rowe Price New Asia Fund                                             | NAS                       | Mutual Fund - Series |
|                                                    | T. Rowe Price Overseas Stock Fund                                       | OSF                       | Mutual Fund - Series |
| T.Rowe Price International Index Fund, Inc.             | IIXF                                                                    | Mutual Fund - Parent      |
|                                                    | T. Rowe Price International Equity Index Fund                           | IXF                       | MutualFund - Series  |
| T. Rowe Price International Series, Inc.                | INS                                                                     | Mutual Fund - Parent      |
|                                                    | T. Rowe Price International Stock Portfolio                             | ISP                       | MutualFund - Series  |
| T. Rowe Price Media & Telecommunications Fund, Inc. | MTF                                                                     | MutualFund                |
| T. Rowe Price Mid-Cap Growth Fund, Inc.                 | MCG                                                                     | Mutual Fund - Parent      |
| T.Rowe Price Mid-Cap Value Fund, Inc.                   | MCV                                                                     | Mutual Fund - Parent      |
| T.Rowe Price Multi-Sector Account Portfolios, Inc.      | MAPS                                                                    | Mutual Fund - Parent      |
|                                                    | T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio | EBS                       | Mutual Fund - Series |
|                                                    | T.Rowe Price Emerging Markets Local Multi-Sector Account Portfolio      | ELS                       | MutualFund - Series  |
|                                                    | T. Rowe Price Floating Rate Multi-SectorAccount Portfolio               | FRS                       | Mutual Fund - Series |
|                                                    | T. Rowe Price High Yield Multi-Sector Account Portfolio                 | HYS                       | MutualFund - Series  |
|                                                    | T. Rowe Price Investment-GradeCorporate Multi-Sector Account Portfolio  | IGS                       | Mutual Fund - Series |
|                                                    | T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio | MBS                       | Mutual Fund - Series |
| T. Rowe Price New America Growth Fund                   | NAG                                                                     | MutualFund - Parent       |
| T. Rowe Price New Era Fund, Inc.                        | NEF                                                                     | Mutual Fund               |
| T.Rowe Price New Horizons Fund, Inc.                    | NHF                                                                     | Mutual Fund – Parent |
| T. Rowe Price New Income Fund,Inc.                      | NIF                                                                     | Mutual Fund – Parent |

48

|                                             |                                             |                      |                     |
|--------------------------------------------------|--------------------------------------------------|---------------------------|--------------------------|
| Mutual Fund Entity Name                          | Reference ID                                     | Entity Type               |
| T.Rowe Price Personal Strategy Funds, Inc.       | PER                                              | Mutual Fund – Parent |
|                                             | T. Rowe Price Personal Strategy Balanced Fund    | PSB                       | MutualFund - Series      |
|                                             | T. Rowe Price Personal StrategyGrowth Fund       | PSG                       | Mutual Fund - Series     |
|                                             | T. Rowe Price Personal Strategy Income Fund      | PSI                       | MutualFund - Series      |
| T. Rowe Price Prime Reserve Fund, Inc.           | PRF                                              | Mutual Fund               |
| T.Rowe Price Real Assets Fund, Inc.              | RAF                                              | Mutual Fund – Parent |
| T.Rowe Price Real Estate Fund, Inc.              | REF                                              | Mutual Fund – Parent |
| T.Rowe Price Reserve Investment Funds, Inc.      | RESFDS                                           | Mutual Fund – Parent |
|                                             | T. Rowe Price Government Reserve Investment Fund | GRS                       | MutualFund - Series      |
|                                             | T. Rowe Price Reserve InvestmentFund             | RES                       | Mutual Fund - Series     |
|                                             | T. Rowe Price Short-Term Government Reserve Fund | GRI                       | MutualFund – Series |
|                                             | T. Rowe Price Short-Term ReserveFund             | REI                       | Mutual Fund - Series     |
| T. Rowe Price Science & TechnologyFund, Inc. | STF                                              | Mutual Fund – Parent |
| T. Rowe Price Short-Term BondFund, Inc.          | STB                                              | Mutual Fund - Parent      |
|                                             | T. Rowe Price Ultra Short-Term Bond Fund         | SBF                       | Mutual Fund - Series     |
| T.Rowe Price Small-Cap Stock Fund, Inc.          | SCS                                              | Mutual Fund - Parent      |
| T.Rowe Price Small-Cap Value Fund, Inc.          | SCV                                              | Mutual Fund - Parent      |
| T.Rowe Price State Tax-Free Income Trust         | STT                                              | Mutual Fund - Parent      |
|                                             | Georgia Tax-Free Bond Fund                       | GAB                       | Mutual Fund - Series     |
|                                             | Maryland Short-Term Tax-Free Bond Fund           | MDS                       | Mutual Fund - Series     |
|                                             | Maryland Tax-Free Bond Fund                      | MDB                       | Mutual Fund - Series     |
|                                             | Maryland Tax-Free Money Fund                     | MDM                       | Mutual Fund - Series     |
|                                             | New Jersey Tax-Free Bond Fund                    | NJB                       | Mutual Fund - Series     |
|                                             | New York Tax-Free Bond Fund                      | NYB                       | Mutual Fund - Series     |
|                                             | NewYork Tax-Free Money Fund                      | NYM                       | Mutual Fund - Series     |

49

|                                                |                                              |                 |                 |
|-----------------------------------------------------|---------------------------------------------------|----------------------|----------------------|
| Mutual Fund Entity Name                             | Reference ID                                      | Entity Type          |
|                                                | Virginia Tax-Free Bond Fund                       | VAB                  | Mutual Fund - Series |
| T.Rowe Price Summit Funds, Inc.                     | SIF                                               | Mutual Fund - Parent |
|                                                | T. Rowe Price Summit Cash Reserves Fund           | SCR                  | Mutual Fund - Series |
| T.Rowe Price Summit Municipal Funds, Inc.           | SMF                                               | Mutual Fund - Parent |
|                                                | T. Rowe Price Summit Municipal Income Fund        | SMI                  | MutualFund - Series  |
|                                                | T. Rowe Price Summit MunicipalIntermediate Fund   | SMT                  | Mutual Fund - Series |
|                                                | T. Rowe Price Summit Municipal Money Market Fund  | SMM                  | MutualFund - Series  |
| T. Rowe Price Tax-Efficient Funds, Inc.             | TEF                                               | Mutual Fund - Parent |
|                                                | T. Rowe Price Tax-Efficient Equity Fund           | TMC                  | Mutual Fund - Series |
| T.Rowe Price Tax-Exempt Money Fund, Inc.            | TEM                                               | Mutual Fund          |
| T.Rowe Price Tax-Free High Yield Fund, Inc.         | TFH                                               | Mutual Fund - Parent |
| T.Rowe Price Tax-Free Income Fund, Inc.             | TFI                                               | Mutual Fund - Parent |
| T.Rowe Price Tax-Free Short-Intermediate Fund, Inc. | TFS                                               | Mutual Fund - Parent |
|                                                | T. Rowe Price Tax-Free Ultra Short-Term Bond Fund | TUS                  | MutualFund - Series  |
| T. Rowe Price U.S. Bond Enhanced Index Fund, Inc.   | UBX                                               | MutualFund           |
| T. Rowe Price U.S. Large-Cap Core Fund, Inc.        | LCF                                               | MutualFund - Parent  |
| T. Rowe Price U.S. Treasury Funds, Inc.             | USTF                                              | Mutual Fund - Parent |
|                                                | U.S. Treasury Intermediate Fund                   | USI                  | Mutual Fund - Series |
|                                                | U.S. Treasury Long-Term Fund                      | USL                  | Mutual Fund - Series |
|                                                | U.S. Treasury Money Fund                          | UST                  | Mutual Fund - Series |
| T.Rowe Price Value Fund, Inc.                       | VAL                                               | Mutual Fund - Parent |
| '40 Act Registered Fund of Funds                    |
| T.Rowe Price Retirement Funds, Inc.                 | RDF                                               | Mutual Fund - Parent |
|                                                | T. Rowe Price Retirement 2005 Fund                | RPJ                  | Mutual Fund - Series |
|                                                | T.Rowe Price Retirement 2010 Fund                 | RPA                  | Mutual Fund - Series |

50

|                    |                                                  |        |                 |
|-------------------------|-------------------------------------------------------|-------------|----------------------|
| Mutual Fund Entity Name | Reference ID                                          | Entity Type |
|                    | T. Rowe Price Retirement 2015 Fund                    | RPG         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement 2020 Fund                    | RPB         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement 2025 Fund                    | RPH         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement 2030 Fund                    | RPC         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement 2035 Fund                    | RPI         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement 2040 Fund                    | RPD         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement 2045 Fund                    | RPK         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement 2050 Fund                    | RPL         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement 2055 Fund                    | RPM         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement 2060 Fund                    | RPN         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement Balanced Fund                | RPE         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement I 2005 Fund—I Class     | RBI         | MutualFund - Series  |
|                    | T. Rowe Price Retirement I 2010Fund—I Class      | RCI         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement I 2015 Fund—I Class     | RDI         | MutualFund - Series  |
|                    | T. Rowe Price Retirement I 2020Fund—I Class      | RFI         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement I 2025 Fund—I Class     | RGI         | MutualFund - Series  |
|                    | T. Rowe Price Retirement I 2030Fund—I Class      | RHI         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement I 2035 Fund—I Class     | RII         | MutualFund - Series  |
|                    | T. Rowe Price Retirement I 2040Fund—I Class      | RJI         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement I 2045 Fund—I Class     | RKI         | MutualFund - Series  |
|                    | T. Rowe Price Retirement I 2050Fund—I Class      | RMI         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement I 2055 Fund—I Class     | RNI         | MutualFund - Series  |
|                    | T. Rowe Price Retirement I 2060Fund—I Class      | ROI         | Mutual Fund - Series |
|                    | T. Rowe Price Retirement Balanced I Fund—I Class | RQI         | MutualFund - Series  |
|                    | T.Rowe Price Target Retirement 2005 Fund              | TRA         | Mutual Fund - Series |

51

|                              |                                      |                 |                 |
|-----------------------------------|-------------------------------------------|----------------------|----------------------|
| Mutual Fund Entity Name           | Reference ID                              | Entity Type          |
|                              | T. Rowe Price Target Retirement 2010 Fund | TRB                  | MutualFund - Series  |
|                              | T. Rowe Price Target Retirement2015 Fund  | TRC                  | Mutual Fund - Series |
|                              | T. Rowe Price Target Retirement 2020 Fund | TRD                  | MutualFund - Series  |
|                              | T. Rowe Price Target Retirement2025 Fund  | TRE                  | Mutual Fund - Series |
|                              | T. Rowe Price Target Retirement 2030 Fund | TRG                  | MutualFund - Series  |
|                              | T. Rowe Price Target Retirement2035 Fund  | TRH                  | Mutual Fund - Series |
|                              | T. Rowe Price Target Retirement 2040 Fund | TRJ                  | MutualFund - Series  |
|                              | T. Rowe Price Target Retirement2045 Fund  | TRL                  | Mutual Fund - Series |
|                              | T. Rowe Price Target Retirement 2050 Fund | TRM                  | MutualFund - Series  |
|                              | T. Rowe Price Target Retirement2055 Fund  | TRN                  | Mutual Fund - Series |
|                              | T. Rowe Price Target Retirement 2060 Fund | TRO                  | MutualFund - Series  |
| T. Rowe Price Spectrum Fund, Inc. | SPC                                       | Mutual Fund - Parent |
|                              | Spectrum Growth Fund                      | SPG                  | Mutual Fund - Series |
|                              | Spectrum Income Fund                      | SPI                  | Mutual Fund - Series |
|                              | SpectrumInternational Fund                | SPF                  | Mutual Fund - Series |

52

SCHEDULE I 

Schedule of Services

All servicesprovided in this Schedule of Services are subject to the review and approval of the appropriate Fundofficers, Fund counsel and accountants of each Fund, as may be applicable.  The services included onthis Schedule of Services may be provided by BNY Mellon or a BNY Mellon Affiliate, collectively referredto herein as “BNY Mellon”.  Additionally, the services provided shall comply with generallyaccepted accounting principles, regulatory requirements and/or such TRP policies and Instructions asapplicable.

VALUATION SUPPORT AND COMPUTATION ACCOUNTING SERVICES

BNY Mellonshall provide the following valuation support and computation accounting services for each Fund:

§ Journalizeinvestment, capital share and income and expense activities;

§ Maintain individual ledgers for investment securities;

§ Maintainhistorical tax lots for each security;

§ Corporateaction processing as more fully set forth in the SLDs;

§ Reconcile cash and investment balances of each Fund withthe Fund’s custodian or other counterparties as applicable;

§ Provide a Fund’s investment adviser, as applicable,with the cash balance available for investment purposes at start-of-day and upon request, as agreed bythe parties;

§ Calculatecapital gains and losses;

§ Calculatedaily distribution rate per share;

§ Determinenet income;

§ Obtainsecurity market quotes and currency exchange rates from pricing services approved by a Fund’s investmentadviser, or if such quotes are unavailable, then obtain such prices from the Fund’s investment adviser,and in either case, calculate the market value of each Fund’s investments in accordance with theFund's valuation policies or guidelines; provided, however, that BNY Mellon shall not under any circumstancesbe under a duty to independently price or value any of the Fund's investments, including securities lendingrelated cash collateral investments (with the exception of the services provided hereunder to Funds utilizedfor such cash collateral investments), itself or to confirm or validate any information or valuationprovided by the investment adviser or any other pricing source, nor shall BNY Mellon have any liabilityrelating to inaccuracies or otherwise with respect to such information or valuations; notwithstandingthe foregoing, BNY Mellon shall follow the established procedures and controls to identify exceptions,

tolerance breaches, etc. and to research and resolve or escalate any pricing inaccuracies;

§ Applicationof the established automated price validation rules against prices received from third party vendorsand review of exceptions as identified;

§ CalculateNet Asset Value in the manner specified in the Fund’s Offering Materials (which, for the servicedescribed herein, shall include the Fund’s Net Asset Value error policy);

§ Calculate Accumulated Unit Values (“AUV”) forselect funds as mutually agreed upon between the parties;

§ Transmit or make available a copy of the daily portfoliovaluation to a Fund’s investment adviser;

§ Calculateyields, portfolio dollar-weighted average maturity and dollar-weighted average life as applicable; and

§ Calculateportfolio turnover rate for inclusion in the annual and semi-annual shareholder reports.

§ For money market funds, obtain security market quotesand calculate the market-value Net Asset Value  in accordance with the Fund’s valuation policiesand guidelines at such times and frequencies as required by regulation and/or instruction from TRP.

FINANCIAL REPORTING; MONEY MARKET FUND SERVICES

BNY Mellonshall provide the following financial reporting services for each Fund:

§ FinancialStatement Preparation & Review

· Preparethe Fund’s annual and semi-annual shareholder reports1
1 Requires“Typesetting Services” as described herein.
 for shareholder delivery and for inclusionin Form N-CSR;

· Preparethe Fund’s fiscal quarterly schedule of portfolio holdings1 for inclusion in Form N-Q;

· Prepare, circulate and maintain the Fund’s financialreporting production calendar and track status of reporting cycles;

· Coordinate N-SAR surveys; prepare and file (or coordinatethe filing of) the Fund’s Form N-SAR; and

· Prepareand coordinate the filing of the Fund’s monthly website files and Form N-MFP, as applicable to moneymarket funds.

§ Typesetting Services 

· Create financial compositions for the applicable financialreport and related EDGAR files;

· Maintaincountry codes, industry class codes, security class codes and state codes;

· Mapindividual general ledger accounts into master accounts to be displayed in the applicable financial reports;

· Createcomponents that will specify the proper grouping and sorting for display of portfolio information; 

· Createcomponents that will specify the proper calculation and display of financial data required for each applicablefinancial report (except for identified manual entries, which BNY Mellon will enter); 

· Process, convert and load security and general ledgerdata; 

· Includedata in financial reports provided from external parties to BNY Mellon which includes, but is not limitedto: shareholder letters, “Management Discussion and Analysis” commentary, notes on performance,form of notes to financials, report of independent auditors, Fund management listing, service providerslisting and Fund spectrums;

· Generatefinancial reports using the Vendor’s capabilities which include the following:

o table of contents; 

o schedules of investments;

o statement of net assets; 

o statements of assets and liabilities; 

o statements of operation; 

o statements of changes; 

o statements of cash flows;

o financial highlights; 

o notes to financial statements; 

o report of independent registered public accounting firm;

o taxinformation; and 

o additionalFund information as mutually agreed in writing between BNY Mellon and a Fund.

· Unless mutually agreed in writing between BNY Mellonand a Fund, solely with respect to typesetting services, BNY Mellon will use the same layout and formatfor every successive reporting period for the typeset reports.  At the request of a Fund and upon themutual written agreement of BNY Mellon and the Fund as to the scope of any changes and additional compensationof BNY Mellon, BNY Mellon will, or will cause the Vendor to, change the format or layout of reports fromtime to time.

§ Money Market Fund Services

· Prepare,on a monthly basis, Form N-MFP, subject to BNY Mellon’s timely receipt of all necessary informationrelated thereto;

· Prepare,on a monthly basis, an electronic file of the portfolio holdings information required by Rule 2a-7(c)(12)

promulgated under the 1940 Act for public website disclosure, subject to BNY Mellon’stimely receipt of all necessary information related thereto;

· File Form N-MFP with the SEC; and

· Provide the electronic file of the portfolio holdingsinformation to the Fund or, at the Fund’s written direction, to an identified third party.

· NeitherBNY Mellon nor the Vendor, in connection with a particular Money Market Fund Services report, will: (i)access, post reports to or perform any service on a Fund’s website; or (ii) prepare, provide orgenerate any reports, forms or files not specifically agreed to by BNY Mellon in advance.  

· The applicable Fund acknowledges that it shall be responsiblefor the retention of any Money Market Fund Services reports in accordance with Rule 2a-7 promulgatedunder the 1940 Act or any other applicable rule or regulation.

· Unless mutually agreed in writing between BNY Mellonand a Fund, solely with respect to typesetting of the money market fund services, BNY Mellon will usethe same layout and format for every successive reporting period for the Money Market Fund Services reports. At the request of a Fund and upon the mutual written agreement of BNY Mellon and the Fund as to thescope of any changes and additional compensation of BNY Mellon, BNY Mellon will, or will cause the Vendorto, customize Money Market Fund Services reports from time to time.

· Assist with the preparation and filing with the SEC ofForm N-CR as requested by the Fund or Adviser.

TAXSUPPORT SERVICES

 BNY Mellon shall provide the followingtax support services for each Fund:

§ Provide various data and reports as agreedupon in the SLDs to support TRP’s tax reporting and tax filing obligations, including:

· Washsales reporting;

· QDIreporting;

· DRDreporting;

· PFICanalysis;

· Straddleanalysis; 

· Paydownadjustments;

· Equalizationdebit adjustments

· Taxcompliance under §851, §817(h);

· Foreignbond sale analysis (§988);

· Troubleddebt analysis;

· Estimationof income for excise tax purposes;

· Swapanalysis;

· Inflationadjustments;

· §1256adjustments;

· Marketdiscount analysis;

· OIDadjustments;

· CPDIanalysis;

· Shareholdertax reporting information (e.g. FTC, UGG income, foreign source income by country, exempt income by state);

§ Providedata, and reports based on such data, maintained by BNY Mellon on its fund accounting platform as reasonablyrequested by TRP to support TRP’s obligations to comply with requests from tax authorities and TRP’stax reporting and tax filing obligations.

§ Assistwith other tax-related data needs as mutually agreed upon in writing from time-to-time.

FUNDADMINISTRATION SERVICES

BNY Mellon shall provide the following fund administration servicesfor each Fund, Series and class:

§ CalculateFund approved income and per share amounts required for periodic distributions to be made by the applicableFund, Series or class;

§ Coordinatea Fund’s annual audit and respond timely and completely to related requests; 

§ Cooperate with each Fund’s independent auditors;

§ Supplyvarious normal and customary portfolio and Fund statistical data as requested on an ongoing basis; and

§ Ifthe chief executive officer or chief financial officer of a Fund is required to provide a certificationas part of the Fund’s Form N-Q or Form N-CSR filing pursuant to regulations promulgated by the SECunder Section 302 of the Sarbanes-Oxley Act of 2002, provide a sub-certification in support of certainmatters set forth in the aforementioned certification.  Such sub-certification is to be in such formand relating to such matters as reasonably agreed to by BNY Mellon in advance.  BNY Mellon shall be requiredto provide the sub-certification only during the term of this Agreement with respect to the applicableFund or Series and only if it receives such cooperation as it may request to perform its investigationswith respect to the sub-certification.  For clarity, the sub-certification is not itself a certificationunder the Sarbanes-Oxley Act of 2002 or under any other law, rule or regulation.

REGULATORY ADMINISTRATION SERVICES

BNY Mellon shall provide the following regulatory administration services for eachFund and Series:

§ Assistthe Fund in responding to SEC examination requests by providing requested documents in the possessionof BNY Mellon that are on the SEC examination request list and by making employees responsible for providingservices available to regulatory authorities having jurisdiction over the performance of such servicesas may be required or reasonably requested by such regulatory authorities;

§ Assist with and/or coordinate such other filings, noticesand regulatory matters and other due diligence requests or requests for proposal on such terms and conditionsas BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writingfrom time to time; and

§ 38a-1 Compliance Support Services:

· Provide compliance policies and procedures related toservices provided by BNY Mellon and, if mutually agreed, certain of the BNY Mellon Affiliates; summaryprocedures thereof; and periodic certification letters.

· Such Compliance Support Services are administrative innature and do not constitute, nor shall they be construed as constituting, legal advice or the provisionof legal services for or on behalf of a Fund or any other person, and such services are subject to reviewand approval by the applicable Fund and by the Fund’s legal counsel.  

· Provide access to Fund records so as to permit the Fundor TRP to test the performance of BNY Mellon in providing the services under this Agreement.

· Such Compliance Support Services performed by BNY Mellonunder this Agreement shall be at the request and direction of the Fund and/or its chief compliance officer(the “Fund’s CCO”), as applicable.  BNY Mellon disclaims liability to the Fund, and theFund is solely responsible, for the selection, qualifications and performance of the Fund’s CCOand the adequacy and effectiveness of the Fund’s compliance program.