<PAGE>

















                        TRANSFER AGENCY AND SERVICE AGREEMENT

                                    BETWEEN

                          T. ROWE PRICE SERVICES, INC.

                                      AND

                            THE T. ROWE PRICE FUNDS



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                               TABLE OF CONTENTS
                               -----------------

                         PAGE
                         ----

Article A Terms of Appointment     2
Article B Duties of Price Services      3
     1.   Receipt of Orders/Payments    3
     2.   Redemptions    5
     3.   Transfers 7
     4.   Confirmations  7
     5.   Returned Checks and ACH Debits7
     6.   Redemption of Shares under a Hold  8
     7.   Dividends, Distributions and Other Corporate Actions   10
     8.   Abandoned Property and Lost Shareholders10
     9.   Books and Records   11
     10.  Authorized Issued and Outstanding Shares13
     11.  Tax Information13
     12.  Information to be Furnished to the Fund 13
     13.  Correspondence 14
     14.  Lost or Stolen Securities14
     15.  Telephone/Computer Services   14
     16.  Collection of Shareholder Fees15
     17.  Form N-SAR15
     18.  Cooperation With Accountants  15
     19.  Blue Sky  15
     20.  Other Services 15
Article C Fees and Out-of-Pocket Expenses         15
Article D Representations and Warranties of the Price Services        17
Article E Representations and Warranties of the Fund   .18
Article F Standard of Care/Indemnification        18
Article G Dual Interests 20
Article H Documentation  21
Article I References to Price Services  22
Article J Compliance with Governmental Rules and Regulations22
                                       i


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Article K Ownership of Software and Related Material   23
Article L Quality Service Standards23
Article M As of Transactions  23
Article N Term and Termination of Agreement  26
Article O Notice    26
Article P Assignment27
Article Q Amendment/Interpretive Provisions  27
Article R Further Assurances  27
Article S Maryland Law to Apply    27
Article T Merger of Agreement 27
Article U Counterparts   28
Article V The Parties    28
Article W Directors, Trustees, Shareholders and Massachusetts Business Trust
28
Article X Captions  29











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                                       ii

                     TRANSFER AGENCY AND SERVICE AGREEMENT
                     -------------------------------------

     AGREEMENT made as of the first day of January, 2001, by and between T. ROWE
PRICE SERVICES, INC., a Maryland corporation having its principal office and
place of business at 100 East Pratt Street, Baltimore, Maryland 21202 ("PRICE
SERVICES"), and EACH FUND WHICH IS LISTED ON APPENDIX A (as such Appendix may be
amended from time to time) and which evidences its agreement to be bound hereby
by executing a copy of this Agreement (each such Fund individually hereinafter
referred to as "THE FUND", whose definition may be found in Article V);
     WHEREAS, the Fund desires to appoint Price Services as its transfer agent,
dividend disbursing agent and agent in connection with certain other activities,
and Price Services desires to accept such appointment;
     WHEREAS, Price Services represents that it is registered with the
Securities and Exchange Commission as a Transfer Agent under Section 17A of the
Securities Exchange Act of 1934 ("'34 ACT") and will notify each Fund promptly
if such registration is revoked or if any proceeding is commenced before the
Securities and Exchange Commission which may lead to such revocation;
     WHEREAS, Price Services has the capability of providing shareholder
services on behalf of the Funds for the accounts of shareholders in the Funds,
including banks and brokers on behalf of underlying clients;


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     WHEREAS, certain of the Funds are named investment options under various
tax-sheltered retirement plans including, but not limited to, individual
retirement accounts, Sep-IRA's, SIMPLE plans, deferred compensation plans,
403(b) plans, and profit sharing, thrift, and money purchase pension plans for
self-employed individuals and professional partnerships and corporations,
(collectively referred to as "RETIREMENT PLANS");

     WHEREAS, Price Services also has the capability of providing special
services, on behalf of the Funds, for the accounts of shareholders participating
in these Retirement Plans ("RETIREMENT ACCOUNTS").
     WHEREAS, Price Services may subcontract or jointly contract with other
parties, on behalf of the Funds to perform certain of the functions and services
described herein including services to Retirement Plans and Retirement Accounts;
     WHEREAS, Price Services may enter into agreements with certain third party
intermediaries, who will perform certain of the services described herein for
beneficial shareholders of the Funds and may accept orders on behalf of the Fund
from such beneficial shareholders;
     WHEREAS, Price Services may also enter into, on behalf of the Funds,
certain banking relationships to perform various banking services including, but
not limited to, check deposits, check disbursements, automated clearing house
transactions ("ACH") and wire transfers.
     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
A.   TERMS OF APPOINTMENT
     --------------------
     Subject to the terms and conditions set forth in this Agreement, the Fund
hereby employs and appoints Price Services to act, and Price Services agrees to
act, as the Fund's transfer agent,


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dividend disbursing agent and agent in connection with:  (1) the Fund's
authorized and issued shares of its common stock or shares of beneficial
interest (all such stock and shares to be referred to as "SHARES"); (2) any
dividend reinvestment or other services provided to the shareholders of the Fund
("SHAREHOLDERS"), including, without limitation, any periodic investment plan or
periodic withdrawal program; and (3) certain Retirement Plan and Retirement
Accounts as agreed upon by the parties.
     The parties to the Agreement hereby acknowledge that from time to time,
Price Services and T. Rowe Price Trust Company may enter into contracts ("OTHER
CONTRACTS") with employee benefit plans and/or their sponsors for the provision
of certain plan participant services to Retirement Plans and Retirement
Accounts.   Compensation paid to Price Services pursuant to this Agreement is
with respect to the services described herein and not with respect to services
provided under Other Contracts.
B.    DUTIES OF PRICE SERVICES
      ------------------------
     Price Services agrees that it will perform the following services:
     1.    RECEIPT OF ORDERS/PAYMENTS
           ------- -- ---------------
          Receive for acceptance, orders/payments for the purchase of Shares and
     promptly deliver payment and appropriate documentation thereof to the
     authorized custodian of the Fund (the "CUSTODIAN").  Upon receipt of any
     check or other instrument drawn or endorsed to it as agent for, or
     identified as being for the account of, the Fund, Price Services will
     process the order as follows:
          /2/ Examine the check to determine if the check conforms to the Funds'
            acceptance procedures (including certain third-party check
            procedures).  If the check con-


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            forms, Price Services will endorse the check and include the date of
            receipt, will process the same for payment, and deposit the net
            amount to the parties agreed upon designated bank account prior to
            such deposit in the Custodial account, and will notify the Fund and
            the Custodian, respectively, of such deposits (such notification to
            be given on a daily basis of the total amount deposited to said
            accounts during the prior business day);
          /2/ Subject to guidelines mutually agreed upon by the Funds and Price
            Services, excess balances, if any, resulting from deposit in these
            designated bank accounts will be invested and the income therefrom
            will be used to offset fees which would otherwise be charged to the
            Funds under this Agreement;

          /2/ Ensure that any documentation received from Shareholder is in
            "good order" and all appropriate documentation is received to
            establish an account.
          /2/ Open a new account, if necessary, and credit the account of the
            investor with the number of Shares to be purchased according to the
            price of the Fund's Shares in effect for purchases made on that
            date,  subject to any instructions which the Fund may have given to
            Price Services with respect to acceptance of orders for Shares;
          /2/ Maintain a record of all unpaid purchases and report such
            information to the Fund daily;
          /2/ Process periodic payment orders, as authorized by investors, in
            accordance with the payment procedures mutually agreed upon by both
            parties;


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          /2/ Receive monies from Retirement Plans and determine the proper
            allocation of such monies to the Retirement Accounts based upon
            instructions received from Retirement Plan participants or
            Retirement Plan administrators ("ADMINISTRATORS");
          /2/ Process orders received from third party intermediaries on behalf
            of beneficial Shareholders for omnibus accounts and individual
            accounts in the Funds in accordance with procedures established by
            agreement with such intermediaries. Receipt of orders by such third
            party intermediaries shall be deemed receipt by the Fund for
            purposes of Rule 22c-1 of the Investment Company Act of 1940; and
          /2/ Process telephone orders for purchases of Fund shares from the
            Shareholder's bank account (via wire or ACH) to the Fund in
            accordance with procedures mutually agreed upon by both parties.
     Upon receipt of funds through the Federal Reserve Wire System that are
     designated for purchases in Funds which declare dividends at 12:00 p.m. (or
     such time as set forth in the Fund's current prospectus), Price Services
     shall promptly notify the Fund and the Custodian of such deposit.
     2.   REDEMPTIONS
          -----------

     Receive for acceptance redemption requests, including telephone redemptions
     and requests received from Administrators for distributions to participants
     or their designated beneficiaries or for payment of fees due the
     Administrator or such other person, including Price Services, and deliver
     the appropriate documentation thereof to the Custo-


<PAGE>


     dian.  Price Services shall receive and stamp with the date of receipt, all
     requests for redemptions of Shares (including all certificates delivered to
     it for redemption) and shall process said redemption requests as follows,
     subject to the provisions of Section 6 hereof:
          /2/ Examine the redemption request and, for written redemptions, the
            supporting documentation, to determine that the request is in good
            order and all requirements have been met;
          /2/ Notify the Fund on the next business day of the total number of
            Shares presented and covered by all such requests;
          /2/ For those Funds that impose redemption fees, calculate the fee
            owed on the redemption in accordance with the guidelines established
            between the Fund and Price Services;
          /2/ As set forth in the prospectus of the Fund, and in any event, on
            or prior to the seventh (7th) calendar day succeeding any such
            request for redemption, Price Services shall, from funds available
            in the accounts maintained by Price Services as agent for the Funds,
            pay the applicable redemption price in accordance with the current
            prospectus of the Fund, to the investor, participant, beneficiary,
            Administrator or such other person, as the case may be;
          /2/ Instruct custodian to wire redemption proceeds to a designated
            bank account of Price Services.  Subject to guidelines mutually
            agreed upon by the Funds and Price Services, excess balances, if
            any, resulting from deposit in these bank accounts will be invested
            and the income therefrom will be used to offset fees which would
            otherwise be charged to the Funds under this Agreement;
          /2/ If any request for redemption does not comply with the Fund's
            requirements,


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            Price Services shall promptly notify the investor of such fact,
            together with the reason therefore, and shall effect such redemption
            at the price in effect at the time of receipt of all appropriate
            documents;
          /2/ Make such withholdings as may be required under applicable Federal
            tax laws;
          /2/ In the event redemption proceeds for the payment of fees are to be
            wired through the Federal Reserve Wire System or via ACH, Price
            Services shall cause such proceeds to be wired in Federal funds or
            via ACH to the bank account designated by Shareholder; and
          /2/ Process redemption orders received from third party intermediaries
            on behalf of beneficial Shareholders for omnibus accounts and
            individual accounts in the Funds in accordance with procedures
            established by agreement with such intermediaries. Receipt of
            redemption orders by such third party intermediaries shall be deemed
            receipt by the Fund for purposes of Rule 22c-1 of the Investment
            Company Act of 1940;
          /2/ Process periodic redemption orders as authorized by the investor
            in accordance with the periodic withdrawal procedures for Systematic
            Withdrawal Plan ("SWP") and systematic ACH redemptions mutually
            agreed upon by both parties.

     Procedures and requirements for effecting and accepting redemption orders
     from investors by telephone, Tele*Access, computer, or written instructions
     shall be established by mutual agreement between Price Services and the
     Fund consistent with the Fund's current prospectus.


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     3.   TRANSFERS
          ---------

     Effect transfers of Shares by the registered owners thereof upon receipt of
     appropriate instructions and documentation and examine such instructions
     for conformance with appropriate procedures and requirements.  In this
     regard, Price Services, upon receipt of a proper request for transfer,
     including any transfer involving the surrender of certificates of Shares,
     is authorized to transfer, on the records of the Fund, Shares of the Fund,
     including cancellation of surrendered certificates, if any, to credit a
     like amount of Shares to the transferee.
     4.   CONFIRMATIONS
          -------------

     Mail all confirmations and statements as well as other enclosures requested
     by the Fund to the shareholder, and in the case of Retirement Accounts, to
     the Administrators, as may be required by the Funds or by applicable
     Federal or state law.
     5.    RETURNED CHECKS AND ACH DEBITS
           -------- ------ --- --- ------

     In order to minimize the risk of loss to the Fund by reason of any check
     being returned unpaid, Price Services will promptly identify and follow-up
     on any check or ACH debit returned unpaid.  For items returned, Price
     Services may telephone the investor and/or redeposit the check or debit for
     collection or cancel the purchase, as deemed appropriate.  Price Services
     and the Funds will establish procedures for the collection of money owed
     the Fund from investors who have caused losses due to these returned items.




<PAGE>


     6.    REDEMPTION OF SHARES UNDER A HOLD
           ---------- -- ------ ----- - ----
          /2/ UNCOLLECTED FUNDS.
            Shares purchased by personal, corporate, governmental check,
            cashier's, treasurer's, certified or official checks or by ACH will
            be considered uncollected until the tenth calendar date following
            the trade date of the trade ("UNCOLLECTED FUNDS");
          /2/ GOOD FUNDS.  Shares purchased by wire transfer or automatically
            through a shareholder's paycheck will be considered collected
            immediately ("GOOD FUNDS").  Absent information to the contrary
            (i.e., notification from the payee institution), Uncollected Funds
            will be considered Good Funds on the tenth calendar day following
            trade date.
       /2/ REDEMPTION OF UNCOLLECTED FUNDS
          /2/ Shareholders making telephone requests for redemption of shares
            purchased with Uncollected Funds will be given two options:
               1.
                 The Shareholder will be permitted to exchange to another Fund
                 until the payment is deemed Good Funds; or
               2.
                 The redemption can be processed utilizing the same procedures
                 for written redemptions described below.
          /2/ If a written redemption request is made for shares where any
            portion of the payment for said shares is in Uncollected Funds, and
            the request is in good order, Price Services will promptly obtain
            the information relative to the payment necessary to determine when
            the payment becomes Good Funds.  The redemption will be processed in
            accordance with normal procedures, and the proceeds


<PAGE>


            will be held until confirmation that the payment is Good Funds.  On
            the seventh (7th) calendar day after trade date, and each day
            thereafter until either confirmation is received or the tenth (10th)
            calendar day Price Services will call the paying institution to
            request confirmation that the check or ACH in question has been
            paid.  On the tenth calendar day after trade date, the redemption
            proceeds will be released, regardless of whether confirmation has
            been received.
       /2/ CHECKWRITING REDEMPTIONS.
          /2/ Daily, all checkwriting redemptions $10,000 and over reported as
            Uncollected Funds or insufficient funds will be reviewed.  An
            attempt will be made to contact the shareholder to make good the
            funds (through wire, exchange, transfer).  Generally by 12:00 p.m.
            the same day, if the matter has not been resolved, the redemption
            request will be rejected and the check returned to the Shareholder.
          /2/ All checkwriting redemptions under $10,000 reported as Uncollected
            or insufficient funds will be rejected and the check returned to the
            Shareholder.  The Funds and Services may agree to contact
            shareholders presenting checks under $10,000 reported as
            insufficient to obtain alternative instructions for payment.
          /2/ CONFIRMATIONS OF AVAILABLE FUNDS. The Fund expects that situations
            may develop whereby it would be beneficial to determine if a person
            who has placed an order for Shares has sufficient funds in his or
            her checking account to cover the payment for the Shares purchased.
             When this situation occurs,  Price Services may call the bank in
            question and request that it confirm that suffi-


<PAGE>


            cient funds to cover the purchase are currently credited to the
            account in question.  Price Services will maintain written
            documentation or a recording of each telephone call which is made
            under the procedures outlined above.  None of the above procedures
            shall preclude Price Services from inquiring as to the status of any
            check received by it in payment for the Fund's Shares as Price
            Services may deem appropriate or necessary to protect both the Fund
            and Price Services. If a conflict arises between Section 2 and this
            Section 6, Section 6 will govern.
     7.    DIVIDENDS, DISTRIBUTIONS AND OTHER CORPORATE ACTIONS
           ---------- ------------- --- ----- --------- -------
          /2/ The Fund will promptly inform Price Services of the declaration of
            any dividend, distribution, stock split or any other distributions
            of a similar kind on account of its Capital Stock.
          /2/ Price Services shall act as Dividend Disbursing Agent for the
            Fund, and as such, shall prepare and make income and capital gain
            payments to investors.  As Dividend Disbursing Agent, Price Services
            will on or before the payment date of any such dividend or
            distribution, notify the Custodian of the estimated amount required
            to pay any portion of said dividend or distribution which is payable
            in cash, and the Fund agrees that on or about the payment date of
            such distribution, it shall instruct the Custodian to make available
            to Price Services sufficient funds for the cash amount to be paid
            out.  If an investor is entitled to receive additional Shares by
            virtue of any such distribution or dividend, appropriate credits
            will be made to his or her account.


<PAGE>


     8.    ABANDONED PROPERTY AND LOST SHAREHOLDERS
           --------- -------- --- ---- ------------

          In accordance with procedures agreed upon by both parties, report
          abandoned property to appropriate state and governmental authorities
          of the Fund.  Price Services shall, 90 days prior to the annual
          reporting of abandoned property to each of the states, make reasonable
          attempts to locate Shareholders for which (a) checks, tax forms,
          statements or confirms have been returned; (b) for which accounts have
          aged outstanding checks; or (c) accounts with share balances that have
          been coded with stop mail and meet the dormancy period guidelines
          specified in the individual states.   Price Services shall make
          reasonable attempts to contact shareholders for those accounts which
          have significant aged outstanding checks and those checks meet a
          specified dollar threshold.  Price Services shall also comply with
          applicable securities regulations with respect to searching for lost
          shareholders.
     9.    BOOKS AND RECORDS
           ----- --- -------

          Maintain records showing for each Shareholder's account, Retirement
          Plan or Retirement Account, as the case may be, the following:
          /2/ Names, address and tax identification number;
          /2/ Number of Shares held;
          /2/ Certain historical information regarding the account of each
            Shareholder, including dividends and distributions distributed in
            cash or invested in Shares;
          /2/ Pertinent information regarding the establishment and maintenance
            of Retirement Plans and Retirement Accounts necessary to properly
            administer each account;


<PAGE>


          /2/ Information with respect to the source of dividends and
            distributions allocated among income (taxable and nontaxable
            income), realized short-term gains and realized long-term gains;
          /2/ Any stop or restraining order placed against a Shareholder's
            account;
          /2/ Information with respect to withholdings on domestic and foreign
            accounts;
          /2/ Any instructions from a Shareholder including, all forms furnished
            by the Fund and executed by a Shareholder with respect to (i)
            dividend or distribution elections, and (ii) elections with respect
            to payment options in connection with the redemption of Shares;
          /2/ Any correspondence relating to the current maintenance of a
            Shareholder's account;
          /2/ Certificate numbers and denominations for any Shareholder holding
            certificates;
          /2/ Any information required in order for Price Services to perform
            the calculations contemplated under this Agreement.

          Price Services shall maintain files and furnish statistical and other
     information as required under this Agreement and as may be agreed upon from
     time to time by both parties or required by applicable law.  However, Price
     Services reserves the right to delete, change or add any information to the
     files maintained; provided such deletions, changes or additions do not
     contravene the terms of this Agreement or applicable law and do not
     materially reduce the level of services described in this Agreement.  Price
     Services shall also use its best efforts to obtain additional statistical
     and other information as each Fund may reasonably request for additional
     fees as may be agreed to by both parties.


<PAGE>



     Any such records maintained pursuant to Rule 31a-1 under the Investment
     Company Act of 1940 ("THE ACT") will be preserved for the periods and
     maintained in a manner prescribed in Rule 31a-2 thereunder.  Disposition of
     such records after such prescribed periods shall be as mutually agreed upon
     by the Fund and Price Services.  The retention of such records, which may
     be inspected by the Fund at reasonable times, shall be at the expense of
     the Fund.  All records maintained by Price Services in connection with the
     performance of its duties under this Agreement will remain the property of
     the Fund and, in the event of termination of this Agreement, will be
     delivered to the Fund as of the date of termination or at such other time
     as may be mutually agreed upon.

     All books, records, information and data pertaining to the business of the
     other party which are exchanged or received pursuant to the negotiation or
     the carrying out of this Agreement shall remain confidential, and shall not
     be voluntarily disclosed to any other person, except after prior
     notification to and approval by the other party hereto, which approval
     shall not be unreasonably withheld and may not be withheld where Price
     Services or the Fund may be exposed to civil or criminal contempt
     proceedings for failure to comply; when requested to divulge such
     information by duly constituted governmental authorities; or after so
     requested by the other party hereto.
     10.   AUTHORIZED ISSUED AND OUTSTANDING SHARES
           ---------- ------ --- ----------- ------

     Record the issuance of Shares of the Fund and maintain, pursuant to Rule
     17Ad-10(e) of the '34 Act, a record of the total number of Shares of the
     Fund which are authorized, issued and outstanding, based upon data provided
     to it by the Fund.  Price Services shall also provide the Fund on a regular
     basis the total number of Shares which


<PAGE>


     are authorized and issued and outstanding.  Price Services shall have no
     obligation, when recording the issuance of Shares, to monitor the issuance
     of such Shares or to take cognizance of any laws relating to the issuance
     or sale of such Shares.
     11.   TAX INFORMATION
           --- -----------
          Prepare and file with the Internal Revenue Service and with other
     appropriate state agencies and, if required, mail to investors, those
     returns for reporting dividends and distributions paid as required to be so
     filed and mailed, and shall withhold such sums required to be withheld
     under applicable Federal income tax laws, rules, and regulations.
     Additionally, Price Services will file and, as applicable, mail to
     investors, any appropriate information returns required to be filed in
     connection with Retirement Plan processing, such as 1099R, 5498,  as well
     as any other appropriate forms that the Fund or Price Services may deem
     necessary.  The Fund and Price Services shall agree to procedures to be
     followed with respect to Price Services' responsibilities in connection
     with compliance with back-up withholding and other tax laws.
     12.   INFORMATION TO BE FURNISHED TO THE FUND
           ----------- -- -- --------- -- --- ----

     Furnish to the Fund such information as may be agreed upon between the Fund
     and Price Services including any information that the Fund and Price
     Services agree is necessary to the daily operations of the business.
     13.   CORRESPONDENCE
           --------------
          Promptly and fully answer correspondence from shareholders and
     Administrators relating to Shareholder Accounts, Retirement Accounts,
     transfer agent procedures, and such other correspondence as may from time
     to time be mutually agreed upon with the Funds.  Unless otherwise
     instructed, copies of all correspondence will be retained


<PAGE>


     by Price Services in accordance with applicable law and procedures.
     14.   LOST OR STOLEN SECURITIES
           ---- -- ------ ----------

     Pursuant to Rule 17f-1 of the '34 Act, report to the Securities Information
     Center and/or the FBI or other appropriate person on Form X-17-F-1A all
     lost, stolen, missing or counterfeit securities.  Provide any other
     services relating to lost, stolen or missing securities as may be mutually
     agreed upon by both parties.
     15.   TELEPHONE/COMPUTER SERVICES
           ------------------ --------

     Maintain a Telephone Servicing Staff of representatives ("REPRESENTATIVES")
     sufficient to timely respond to all telephonic inquiries reasonably
     foreseeable.  The Representatives will also effect telephone purchases,
     redemptions, exchanges, and other transactions mutually agreed upon by both
     parties, for those Shareholders who have authorized telephone services. The
     Representatives shall require each Shareholder effecting a telephone
     transaction to properly identify himself/herself before the transaction is
     effected, in accordance with procedures agreed upon between by both
     parties.   Procedures for processing telephone transactions will be
     mutually agreed upon by both parties.  Price Services will also be
     responsible for providing Tele*Access, On-Line Access and such other
     Services as may be offered by the Funds from time to time.  Price Services
     will maintain a special Shareholder Servicing staff to service certain
     Shareholders with substantial relationships with the Funds.
     16.   COLLECTION OF SHAREHOLDER FEES
           ---------- -- ----------- ----


     Calculate and notify shareholders of any fees owed the Fund, its affiliates


<PAGE>


     or its agents.  Such fees include the small account fee IRA custodial fee
     and wire fee.
     17.   FORM N-SAR
           ---- -----
          Maintain such records, if any, as shall enable the Fund to fulfill the
     requirements of Form N-SAR.
     18.   COOPERATION WITH ACCOUNTANTS
           ----------- ---- -----------
          Cooperate with each Fund's independent public accountants and take all
     reasonable action in the performance of its obligations under the Agreement
     to assure that the necessary information is made available to such
     accountants for the expression of their opinion without any qualification
     as to the scope of their examination, including, but not limited to, their
     opinion included in each such Fund's annual report on Form N-SAR and annual
     amendment to Form N-1A.
     19.   BLUE SKY
           ---- ---

     Provide to the Fund or its agent, on a daily, weekly, monthly and quarterly
     basis, and for each state in which the Fund's Shares are sold, sales
     reports and other materials for blue sky compliance purposes as shall be
     agreed upon by the parties.

     20.        OTHER SERVICES
                ----- --------
     Provide such other services as may be mutually agreed upon
               between Price
     Services and the Fund.
C.    FEES AND OUT-OF-POCKET EXPENSES
      -------------------------------
     Each Fund shall pay to Price Services and/or its agents for its Transfer
Agent Services hereunder, fees computed as set forth in Schedule A attached.
 Except as provided below, Price Services will be responsible for all expenses
relating to the providing of Services.  Each Fund, however, will reimburse Price
Services for the following out-of-pocket expenses and charges


<PAGE>


incurred in providing Services:
          /2/ POSTAGE.  The cost of postage and freight for mailing materials to
            Shareholders and Retirement Plan participants, or their agents,
            including overnight delivery, UPS and other express mail services
            and special courier services required to transport mail between
            Price Services locations and mail processing vendors.
          /2/ PROXIES.  The cost to mail proxy cards and other material supplied
            to it by the Fund and costs related to the receipt, examination and
            tabulation of returned proxies and the certification of the vote to
            the Fund.
     /2/ COMMUNICATIONS
          /2/ PRINT.  The printed forms used internally and externally for
            documentation and processing Shareholder and Retirement Plan
            participant, or their agent's inquiries and requests; paper and
            envelope supplies for letters, notices, and other written
            communications sent to Shareholders and Retirement Plan
            participants, or their agents.
          /2/ PRINT & MAIL HOUSE.   The cost of internal and third party
            printing and mail house services, including printing of statements
            and reports.
          /2/ VOICE AND DATA.  The cost of equipment (including associated
            maintenance), supplies and services used for communicating with and
            servicing Shareholders of the Fund and Retirement Plan participants,
            or their agents, and other Fund offices or other agents of either
            the Fund or Price Services.  These charges shall include:
               /2/ telephone toll charges (both incoming and outgoing, local,
                 long distance


<PAGE>


                 and mailgrams); and
          /2/ data and telephone expenses to communicate with shareholders and
            transfer shareholders between T. Rowe Price facilities.
               /2/ Production support, service enhancements and custom reporting
                 for the shareholder mainframe recordkeeping system.
          /2/ RECORD RETENTION.  The cost of maintenance and supplies used to
            maintain, microfilm, copy, record, index, display, retrieve, and
            store, in optical disc, microfiche or microfilm form, documents and
            records.
          /2/ DISASTER RECOVERY.  The cost of services, equipment, facilities
            and other charges necessary to provide disaster recovery for any and
            all services listed in this Agreement.
     Out-of-pocket costs will be billed at cost to the Funds.  Allocation of
monthly costs among the Funds will generally be made based upon the number of
Shareholder and Retirement Accounts serviced by Price Services each month.  Some
invoices for these costs will contain costs for both the Funds and other funds
serviced by Price Services.  These costs will be allocated based on a reasonable
allocation methodology.   Where possible, such as in the case of inbound and
outbound WATS charges, allocation will be made on the actual distribution or
usage.
D.   REPRESENTATIONS AND WARRANTIES OF PRICE SERVICES
     ------------------------------------------------
     Price Services represents and warrants to the Fund that:
     1.
     It is a corporation duly organized and existing and in good standing under
     the laws of Maryland;
     2.
     It is duly qualified to carry on its business in Maryland, Colorado and
     Florida;


<PAGE>


     3.
     It is empowered under applicable laws and by its charter and by-laws to
     enter into and perform this Agreement;
     4.
     All requisite corporate proceedings have been taken to authorize it to
     enter into and perform this Agreement;
     5.
     It is registered with the Securities and Exchange Commission as a Transfer
     Agent pursuant to Section 17A of the '34 Act; and
     6.
     It has and will continue to have access to the necessary facilities,
     equipment and personnel to perform its duties and obligations under this
     Agreement.
E.   REPRESENTATIONS AND WARRANTIES OF THE FUND
     ------------------------------------------
     The Fund represents and warrants to Price Services that:
     1.
     It is a corporation or business trust duly organized and existing and in
     good standing under the laws of Maryland or Massachusetts, as the case may
     be;
     2.
     It is empowered under applicable laws and by its Articles of Incorporation
     or Declaration of Trust, as the case may be, and By-Laws to enter into and
     perform this Agreement;
     3.
     All proceedings required by said Articles of Incorporation or Declaration
     of Trust, as the case may be, and By-Laws have been taken to authorize it
     to enter into and perform this Agreement;
     4.              It is an investment company registered under the Act; and
     5.
     A registration statement under the Securities Act of 1933 ("THE '33 ACT")
     is currently effective and will remain effective, and appropriate state
     securities law filings have been made and will continue to be made, with
     respect to all Shares of the Fund being


<PAGE>


     offered for sale.
F.   STANDARD OF CARE/INDEMNIFICATION
     --------------------------------
     Notwithstanding anything to the contrary in this Agreement:
     1.
     Price Services shall not be liable to any Fund for any act or failure to
     act by it or its agents or subcontractors on behalf of the Fund in carrying
     or attempting to carry out the terms and provisions of this Agreement
     provided Price Services has acted in good faith and without negligence or
     willful misconduct and selected and monitored the performance of its agents
     and subcontractors with reasonable care.
     2.
     The Fund shall indemnify and hold Price Services harmless from and against
     all losses, costs, damages, claims, actions and expenses, including
     reasonable expenses for legal counsel, incurred by Price Services resulting
     from:  (i) any action or omission by Price Services or its agents or
     subcontractors in the performance of their duties hereunder; (ii) Price
     Services acting upon instructions believed by it to have been executed by a
     duly authorized officer of the Fund; or (iii) Price Services acting upon
     information provided by the Fund in form and under policies agreed to by
     Price Services and the Fund.  Price Services shall not be entitled to such
     indemnification in respect of actions or omissions constituting negligence
     or willful misconduct of Price Services or where Price Services has not
     exercised reasonable care in selecting or monitoring the performance of its
     agents or subcontractors.
     3.
     Except as provided in Article M of this Agreement, Price Services shall
     indemnify and hold harmless the Fund from all losses, costs, damages,
     claims, actions and expenses, including reasonable expenses for legal
     counsel, incurred by the Fund resulting


<PAGE>


     from the negligence or willful misconduct of Price Services or which result
     from Price Services' failure to exercise reasonable care in selecting or
     monitoring the performance of its agents or subcontractors.  The Fund shall
     not be entitled to such indemnification in respect of actions or omissions
     constituting negligence or willful misconduct of such Fund or its agents or
     subcontractors; unless such negligence or misconduct is attributable to
     Price Services.
     4.
     In determining Price Services' liability, an isolated error or omission
     will normally not be deemed to constitute negligence when it is determined
     that:
          /2/ Price Services had in place "appropriate procedures;"
     /2/ the employee(s) responsible for the error or omission had been
       reasonably trained and were being appropriately monitored; and
     /2/ the error or omission did not result from wanton or reckless conduct on
       the part of the employee(s).

     It is understood that Price Services is not obligated to have in place
     separate procedures to prevent each and every conceivable type of error or
     omission.  The term "appropriate procedures" shall mean procedures
     reasonably designed to prevent and detect errors and omissions.  In
     determining the reasonableness of such procedures, weight will be given to
     such factors as are appropriate, including the prior occurrence of any
     similar errors or omissions when such procedures were in place and transfer
     agent industry standards in place at the time of the occurrence.
     5.
     In the event either party is unable to perform its obligations under the
     terms of this Agreement because of acts of God, strikes or other causes
     reasonably beyond its


<PAGE>


     control, such party shall not be liable to the other party for any loss,
     cost, damage, claim, action or expense resulting from such failure to
     perform or otherwise from such causes.
     6.
     In order that the indemnification provisions contained in this Article E
     shall apply, upon the assertion of a claim for which either party may be
     required to indemnify the other, the party seeking indemnification shall
     promptly notify the other party of such assertion, and shall keep the other
     party advised with respect to all developments concerning such claim.  The
     party who may be required to indemnify shall have the option to participate
     with the party seeking indemnification in the defense of such claim, or to
     defend against said claim in its own name or in the name of the other
     party.  The party seeking indemnification shall in no case confess any
     claim or make any compromise in any case in which the other party may be
     required to indemnify it except with the other party's prior written
     consent.
     7.
     Neither party to this Agreement shall be liable to the other party for
     consequential damages under any provision of this Agreement.
G.   DUAL INTERESTS
     --------------
     It is understood that some person or persons may be directors, officers, or
shareholders of both the Funds and Price Services (including Price Services'
affiliates), and that the existence of any such dual interest shall not affect
the validity of this Agreement or of any transactions hereunder except as
otherwise provided by a specific provision of applicable law.
H.   DOCUMENTATION
     -------------
     As requested by Price Services, the Fund shall promptly furnish to Price
Services the following:


<PAGE>


     /2/ A certified copy of the resolution of the Directors/Trustees of the
       Fund authorizing the appointment of Price Services and the execution and
       delivery of this Agreement;
          /2/ A copy of the Articles of Incorporation or Declaration of Trust,
            as the case may be, and By-Laws of the Fund and all amendments
            thereto;
          /2/ As applicable, specimens of all forms of outstanding and new
            stock/share certificates in the forms approved by the Board of
            Directors/Trustees of the Fund with a certificate of the Secretary
            of the Fund as to such approval;
     /2/ All account application forms and other documents relating to
       Shareholders' accounts;
          /2/ An opinion of counsel for the Fund with respect to the validity of
            the stock, the number of Shares authorized, the status of redeemed
            Shares, and the number of Shares with respect to which a
            Registration Statement has been filed and is in effect; and
     /2/ A copy of the Fund's current prospectus.
     The delivery of any such document for the purpose of any other agreement to
which the Fund and Price Services are or were parties shall be deemed to be
delivery for the purposes of this Agreement.
     /2/ As requested by Price Services, the Fund will also furnish from time to
       time the following documents:
          /2/ Each resolution of the Board of Directors/Trustees of the Fund
            authorizing the original issue of its Shares;

          /2/ Each Registration Statement filed with the Securities and Exchange
            Commission


<PAGE>


            and amendments and orders thereto in effect with respect to the sale
            of Shares with respect to the Fund;
     /2/ A certified copy of each amendment to the Articles of Incorporation or
       Declaration of Trust, and the By-Laws of the Fund;
     /2/ Certified copies of each vote of the Board of Directors/Trustees
       authorizing officers to give instructions to the Transfer Agent;
          /2/ Such other documents or opinions which Price Services, in its
            discretion, may reasonably deem necessary or appropriate in the
            proper performance of its duties; and
     /2/ Copies of new prospectuses issued.
     Price Services hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
I.   REFERENCES TO PRICE SERVICES
     ----------------------------
     Each Fund agrees not to circulate any printed matter which contains any
reference to Price Services without the prior approval of Price Services,
excepting solely such printed matter that merely identifies Price Services as
agent of the Fund.  The Fund will submit printed matter requiring approval to
Price Services in draft form, allowing sufficient time for review by Price
Services and its legal counsel prior to any deadline for printing.
J.   COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS
     --------------------------------------------------
     Except as otherwise provided in the Agreement and except for the accuracy
of information


<PAGE>


furnished to the Fund by Price Services, each Fund assumes full responsibility
for the preparation, contents and distribution of its prospectuses and
compliance with all applicable requirements of the Act, the '34 Act, the '33
Act, and any other laws, rules and regulations of governmental authorities
having jurisdiction over the Fund.  Price Services shall be responsible for
complying with all laws, rules and regulations of governmental authorities
having jurisdiction over transfer agents and their activities.
K.   OWNERSHIP OF SOFTWARE AND RELATED MATERIAL
     ------------------------------------------
     All computer programs, magnetic tapes, written procedures and similar items
purchased and/or developed and used by Price Services in performance of the
Agreement shall be the property of Price Services and will not become the
property of the Fund.
L.   QUALITY SERVICE STANDARDS
     -------------------------
     Price Services and the Fund may from time to time agree to certain quality
service standards, as well as incentives and penalties with respect to Price
Services' hereunder.
M.   AS OF TRANSACTIONS
     ------------------
     For purposes of this Article M, the term "TRANSACTION" shall mean any
single or "related transaction" (as defined below) involving the purchase or
redemption of Shares (including exchanges) that is processed at a time other
than the time of the computation of the Fund's net asset value per Share next
computed after receipt of any such transaction order by Price Services due to an
act or omission of Price Services.  "AS OF PROCESSING" refers to the processing
of these Transactions.  If more than one Transaction ("RELATED TRANSACTION") in
the Fund is caused by or occurs as a result of the same act or omission, such
transactions shall be aggregated with other transactions in the Fund and be
considered as one Transaction.
     /2/ REPORTING


<PAGE>


        Price Services shall:
       1.
          Utilize a system to identify all Transactions, and shall compute the
          net effect of such Transactions upon the Fund on a daily, monthly and
          rolling 365 day basis. The monthly and rolling 365 day periods are
          hereafter referred to as "CUMULATIVE".
       2.
          Supply to the Fund, from time to time as mutually agreed upon, a
          report summarizing the Transactions and the daily and Cumulative net
          effects of such Transactions both in terms of aggregate dilution and
          loss ("DILUTION") or gain and negative dilution ("GAIN") experienced
          by the Fund, and the impact such Gain or Dilution has had upon the
          Fund's net asset value per Share.
       3.
          With respect to any Transaction which causes Dilution to the Fund of
          $100,000 or more, immediately provide the Fund: (i) a report
          identifying the Transaction and the Dilution resulting therefrom, (ii)
          the reason such Transaction was processed as described above, and
          (iii) the action that Price Services has or intends to take to prevent
          the reoccurrence of such as of processing ("REPORT").
     /2/ LIABILITY

       1.
          It will be the normal practice of the Funds not to hold Price Services
          liable with respect to any Transaction which causes Dilution to any
          single Fund of less than $25,000.  Price Services will, however,
          closely monitor for each Fund the daily and Cumulative Gain/Dilution
          which is caused by Transactions of less than $25,000.  When the
          Cumulative Dilution to any Fund exceeds 3/10 of 1% per


<PAGE>


          share, Price Services, in consultation with counsel to the Fund, will
          make appropriate inquiry to determine whether it should take any
          remedial action.  Price Services will report to the Board of
          Directors/Trustees of the Fund ("BOARD") any action it has taken.
       2.
          Where a Transaction causes Dilution to a Fund greater than $25,000
          ("SIGNIFICANT TRANSACTION"), but less than $100,000, Price Services
          will review with Counsel to the Fund the circumstances surrounding the
          underlying Transaction to determine whether the Transaction was caused
          by or occurred as a result of a negligent act or omission by Price
          Services.  If it is determined that the Dilution is the result of a
          negligent action or omission by Price Services, Price Services and
          outside counsel for the Fund will negotiate settlement.  Significant
          Transactions greater than $25,000 will be reported to the Audit
          Committee at its annual meeting (unless the settlement fully
          compensates the Fund for any Dilution).  Any Significant  Transaction,
          however, causing Dilution in excess of the lesser of $100,000 or a
          penny per share will be promptly reported to the Board and resolved at
                                  --------
          the next scheduled Board Meeting. Settlement for Significant
          Transactions causing Dilution of $100,000 or more will not be entered
          into until approved by the Board.  The factors to consider in making
          any determination regarding the settlement of a Significant
          Transaction would include but not be limited to:
          /2/ Procedures and controls adopted by Price Services to prevent As Of
            Processing;
          /2/ Whether such procedures and controls were being followed at the
            time of the Significant Transaction;


<PAGE>


          /2/ The absolute and relative volume of all transactions processed by
            Price Services on the day of the Significant Transaction;
          /2/ The number of Transactions processed by Price Services during
            prior relevant periods, and the net Dilution/Gain as a result of all
            such Transactions to the Fund and to all other Price Funds;
          /2/ The prior response of Price Services to recommendations made by
            the Funds regarding improvement to Price Services' As Of Processing
            procedures.
       3.
          In determining Price Services' liability with respect to a Significant
          Transaction, an isolated error or omission will normally not be deemed
          to constitute negligence  when it is determined that:
          /2/ Price Services had in place "appropriate procedures".
          /2/ the employee(s) responsible for the error or omission had been
            reasonably trained and were being appropriately monitored; and
          /2/ the error or omission did not result from wanton or reckless
            conduct on the part of the employee(s).

          It is understood that Price Services is not obligated to have in place
          separate procedures to prevent each and every conceivable type of
          error or omission.  The term "appropriate procedures" shall mean
          procedures reasonably designed to prevent and detect errors and
          omissions.  In determining the reasonableness of such procedures,
          weight will be given to such factors as are appropriate, including the
          prior occurrence of any similar errors or omissions when such
          procedures were in


<PAGE>


          place and transfer agent industry standards in place at the time of
          the occurrence.
 /2/  AS OF TRANSACTIONS - INTERMEDIARIES
        If an As Of Transaction is performed by an intermediary, which is
        designated by the Fund to received orders for Fund Shares, Price
        Services shall cause such intermediary to promptly reimburse the Fund
        for any Dilution caused by such As Of Transaction; provided, however,
        Price Services shall not be obligated to seek reimbursement from such
        intermediary if the Dilution is less than $100.
N.   TERM AND TERMINATION OF AGREEMENT
     ---------------------------------
          /2/ This Agreement shall run for a period of one (1) year from the
             date first written above and will be renewed from year to year
             thereafter unless terminated by either party as provided hereunder.
     /2/ This Agreement may be terminated by the Fund upon one hundred twenty
        (120) days' written notice to Price Services; and by Price Services,
        upon three hundred sixty-five (365) days' writing notice to the Fund.
          /2/ Upon termination hereof, the Fund shall pay to Price Services such
             compensation as may be due as of the date of such termination, and
             shall likewise reimburse for out-of-pocket expenses related to its
             services hereunder.
O.   NOTICE
     ------
     Any notice as required by this Agreement shall be sufficiently given (i)
when sent to an authorized person of the other party at the address of such
party set forth above or at such other address as such party may from time to
time specify in writing to the other party; or (ii) as otherwise agreed upon by
appropriate officers of the parties hereto.


<PAGE>


P.   ASSIGNMENT
     ----------
     Neither this Agreement nor any rights or obligations hereunder may be
assigned either voluntarily or involuntarily, by operation of law or otherwise,
by either party without the prior written consent of the other party, provided
this shall not preclude Price Services from employing such agents and
subcontractors as it deems appropriate to carry out its obligations set forth
hereunder.
Q.   AMENDMENT/INTERPRETIVE PROVISIONS
     ---------------------------------
     The parties by mutual written agreement may amend this Agreement at any
time.  In addition, in connection with the operation of this Agreement, Price
Services and the Fund may agree from time to time on such provisions
interpretive of or in addition to the provisions of this Agreement as may in
their joint opinion be consistent with the general tenor of this Agreement.  Any
such interpretive or additional provisions are to be signed by all parties and
annexed hereto, but no such provision shall contravene any applicable Federal or
state law or regulation and no such interpretive or additional provision shall
be deemed to be an amendment of this Agreement.
 R.  FURTHER ASSURANCES
     ------------------
     Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
S.   MARYLAND LAW TO APPLY
     ---------------------
     This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of Maryland.
T.   MERGER OF AGREEMENT
     -------------------
     This Agreement, including the attached Appendices and Schedules supersedes
any prior


<PAGE>


agreement with respect to the subject hereof, whether oral or written.
U.   COUNTERPARTS
     ------------
     This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instruments.
V.   THE PARTIES
     -----------
     All references herein to "the Fund" are to each of the Funds listed on
Appendix A individually, as if this Agreement were between such individual Fund
and Price Services.  In the case of a series Fund or trust, all references to
"the Fund" are to the individual series or portfolio of such Fund or trust, or
to such Fund or trust on behalf of the individual series or portfolio, as
appropriate.  The "Fund" also includes any T. Rowe Price Funds which may be
established after the execution of this Agreement.  Any reference in this
Agreement to "the parties" shall mean Price Services and such other individual
Fund as to which the matter pertains.
W.   DIRECTORS, TRUSTEES AND SHAREHOLDERS AND MASSACHUSETTS BUSINESS TRUST
     ---------------------------------------------------------------------
     It is understood and is expressly stipulated that neither the holders of
Shares in the Fund nor any Directors or Trustees of the Fund shall be personally
liable hereunder.
      With respect to any Fund which is a party to this Agreement and which is
organized as a Massachusetts business trust, the term "Fund" means and refers to
the trustees from time to time serving under the applicable trust agreement
(Declaration of Trust) of such Trust as the same may be amended from time to
time.  It is expressly agreed that the obligations of any such Trust hereunder
shall not be binding upon any of the trustees, shareholders, nominees, officers,
agents or employees of the Trust, personally, but bind only the trust property
of the Trust, as provided in the Declaration of Trust of the Trust.  The
execution and delivery of this Agreement has been autho-


<PAGE>


rized by the trustees and signed by an authorized officer of the Trust, acting
as such, and neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them, but
shall bind only the trust property of the Trust as provided in its Declaration
of Trust.
 X.  CAPTIONS
     --------
     The captions in the Agreement are included for convenience of reference
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.

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

T. ROWE PRICE SERVICES, INC.     T. ROWE PRICE FUNDS


BY:                            BY:



DATED:                              DATED:
















lhc\wpdata\agrmnt\2001.PriceServices.TransferAgencyAgreement.doc


<PAGE>



                                   APPENDIX A
                                   ----------

          T. ROWE PRICE BALANCED FUND, INC.

          T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
          T. Rowe Price Blue Chip Growth Fund-Advisor Class

          T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
          California Tax-Free Bond Fund
          California Tax-Free Money Fund

          T. ROWE PRICE CAPITAL APPRECIATION FUND

          T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

          T. ROWE PRICE CORPORATE INCOME FUND, INC.

          T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

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

          T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

          T. ROWE PRICE EQUITY INCOME FUND
          T. Rowe Price Equity Income Fund-Advisor Class

          T. ROWE PRICE EQUITY SERIES, INC.
          T. Rowe Price Equity Income Portfolio
          T. Rowe Price New America Growth Portfolio
          T. Rowe Price Personal Strategy Balanced Portfolio
          T. Rowe Price Mid-Cap Growth Portfolio
          T. Rowe Price Blue Chip Growth Portfolio
          T. Rowe Price Equity Index 500 Portfolio
          T. Rowe Price Health Sciences Portfolio

          T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

          T. ROWE PRICE FIXED INCOME SERIES, INC.
          T. Rowe Price Limited-Term Bond Portfolio
          T. Rowe Price Prime Reserve Portfolio

          T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.


<PAGE>



          T. ROWE PRICE GNMA FUND

          T. ROWE PRICE GROWTH & INCOME FUND, INC.

          T. ROWE PRICE GROWTH STOCK FUND, INC.

          T. ROWE PRICE HEALTH SCIENCES FUND, INC.

          T. ROWE PRICE HIGH YIELD FUND, INC.
          T. Rowe Price High Yield Fund-Advisor Class

          T. ROWE PRICE INDEX TRUST, INC.
          T. Rowe Price Equity Index 500 Fund
          T. Rowe Price Extended Equity Market Index Fund
          T. Rowe Price Total Equity Market Index Fund

          INSTITUTIONAL EQUITY FUNDS, INC.
          Institutional Mid-Cap Equity Growth Fund
          Institutional Large-Cap Value Fund
          Institutional Small-Cap Stock Fund

          INSTITUTIONAL INTERNATIONAL FUNDS, INC.
          Foreign Equity Fund

          T. ROWE PRICE INTERNATIONAL FUNDS, INC.
          T. Rowe Price International Stock Fund
          T. Rowe Price International Discovery Fund
          T. Rowe Price European Stock Fund
          T. Rowe Price New Asia Fund
          T. Rowe Price Japan Fund
          T. Rowe Price Latin America Fund
          T. Rowe Price Emerging Markets Stock Fund
          T. Rowe Price Global Stock Fund
          T. Rowe Price International Growth & Income Fund
          T. Rowe Price International Stock Fund-Advisor Class
          T. Rowe Price Emerging Europe & Mediterranean Fund
          T. Rowe Price International Bond Fund
          T. Rowe Price Emerging Markets Bond Fund
          T. Rowe Price International Bond Fund-Advisor Class

          T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
          T. Rowe Price International Equity Index Fund



<PAGE>


          T. ROWE PRICE INTERNATIONAL SERIES, INC.
          T. Rowe Price International Stock Portfolio

          T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

          T. ROWE PRICE MID-CAP GROWTH FUND, INC.
          T. Rowe Price Mid-Cap Growth Fund-Advisor Class

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

          T. ROWE PRICE NEW AMERICA GROWTH FUND

          T. ROWE PRICE NEW ERA FUND, INC.

          T. ROWE PRICE NEW HORIZONS FUNDS, INC.

          T. ROWE PRICE NEW INCOME FUND, INC.

          T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
          T. Rowe Price Personal Strategy Balanced Fund
          T. Rowe Price Personal Strategy Growth Fund
          T. Rowe Price Personal Strategy Income Fund

          T. ROWE PRICE PRIME RESERVE FUND, INC.
          T. Rowe Price Prime Reserve Fund-PLUS Class

          T. ROWE PRICE REAL ESTATE FUND, INC.

          RESERVE INVESTMENT FUNDS, INC.
          Reserve Investment Fund
          Government Reserve Investment Fund

          T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
          T. Rowe Price Science & Technology Fund-Advisor Class

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

          T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
          T. Rowe Price Small-Cap Stock Fund-Advisor Class

          T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
          T. Rowe Price Small-Cap Value Fund-Advisor Class

          T. ROWE PRICE SPECTRUM FUND, INC.


<PAGE>


          Spectrum Income Fund
          Spectrum Growth Fund
          Spectrum International Fund



          T. ROWE PRICE STATE TAX-FREE INCOME TRUST
          New York Tax-Free Money Fund
          New York Tax-Free Bond Fund
          Maryland Tax-Free Bond Fund
          Virginia Tax-Free Bond Fund
          New Jersey Tax-Free Bond Fund
          Maryland Short-Term Tax-Free Bond Fund
          Florida Intermediate Tax-Free Fund
          Georgia Tax-Free Bond Fund

          T. ROWE PRICE SUMMIT FUNDS, INC.
          T. Rowe Price Summit Cash Reserves Fund
          T. Rowe Price Summit GNMA Fund

          T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
          T. Rowe Price Summit Municipal Money Market Fund
          T. Rowe Price Summit Municipal Intermediate Fund
          T. Rowe Price Summit Municipal Income Fund

          T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
          T. Rowe Price Tax-Efficient Balanced Fund
          T. Rowe Price Tax-Efficient Growth Fund
          T. Rowe Price Tax-Efficient Multi-Cap Growth Fund

          T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
          T. Rowe Price Tax-Exempt Money Fund - PLUS Class

          T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.

          T. ROWE PRICE TAX-FREE INCOME FUND, INC.

          T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.

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

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

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


<PAGE>


          U.S. Treasury Intermediate Fund
          U.S. Treasury Long-Term Fund
          U.S. Treasury Money Fund

          T. ROWE PRICE VALUE FUND, INC.
          T. Rowe Price Value Fund-Advisor Class