TRANSFER AGENCY AND SERVICE AGREEMENT between

TRANSFER AGENCY AND SERVICE AGREEMENT

between

X. XXXX PRICE SERVICES, INC.

and

THE X. XXXX PRICE FUNDS

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 Debits 7

6. Redemption of Shares under a Hold 8

7. Dividends, Distributions and Other Corporate Actions 10

8. Abandoned Property and Lost Shareholders 10

9. Books and Records 11

10. Authorized Issued and Outstanding Shares 13

00. Xxx Information 13

12. Information to be Furnished to the Fund 14

13. Correspondence 14

14. Lost or Stolen Securities 14

15. Telephone/Computer Services 14

16. Collection of Shareholder Fees/Participant Fees/Calculation

and Distribution of 12b-1 Fees and Administrative

Fee Payments 15

17. Form N-SAR 16

18. Cooperation With Accountants 16

00. Xxxx Sky 16

20. Other Services 17

Article C Fees and Expenses 17

Article D Representations and Warranties of the Price Services 19

Article E Representations and Warranties of the Fund 19

Article F Standard of Care/Indemnification 20

Article G Dual Interests 22

Article H Documentation 22

Article I References to Price Services 24

Article J Compliance with Governmental Rules and Regulations 24

Article K Ownership of Software and Related Material 24

Article L Quality Service Standards 24

Article M As of Transactions 24

Article N Term and Termination of Agreement 28

Article O Notice 28

Article P Assignment 28

Article Q Amendment/Interpretive Provisions 28

Article R Further Assurances 29

Article S Maryland Law to Apply 29

Article T Merger of Agreement 29

Article U Counterparts 29

Article V The Parties 29

Article W Directors, Trustees, Shareholders and Massachusetts Business Trust 29

Article X Captions 30

TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the first day of January, 2003, by and between X. XXXX PRICE SERVICES, INC., a Maryland corporation having its principal office and place of business at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("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 individ ually 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 Securi ties and Exchange Commission as a Transfer Agent under Section 17A of the Secu rities 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 Secu rities and Exchange Commission which may lead to such revocation;

WHEREAS, Price Services has the capability of providing shareholder ser vices on behalf of the Funds for the accounts of shareholders in the Funds;

WHEREAS, certain of the Funds are underlying investment options of port folios of College Savings Programs ("529 Plans") and Price Services has the capability of providing services, on behalf of the Funds, for the accounts of individuals participating in these 529 Plans;

WHEREAS, certain of the Funds are named investment options under various 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"); and

WHEREAS, Price Services has the capability of providing special ser vices, 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 ser vices 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, cer tain 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 con tained, the parties hereto agree as follows:

A. Terms of Appointment

Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints Price Services to act, and Price Services agrees to act, as the Fund`s transfer agent, dividend disbursing agent and agent in con nection 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) 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 X. Xxxx Price Trust Company and their affiliates may enter into contracts ("Other Contracts") with employee benefit plans and/or their sponsors and the sponsors of 529 Plans for the provision of certain services to participants of 529 Plans and Retirement Plans. Compensation paid to Price Services pursuant to this Agreement is with respect to the services described herein and not with respect to services provided under Other Contracts.

B. Duties of Price Services

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 autho rized 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:

Examine the check to determine if the check conforms to the Funds` acceptance procedures (including certain third-party check procedures). If the check con 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);

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;

Ensure that any documentation received from Investors is in "good order" and all appropriate documentation is received to establish an account.

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;

Maintain a record of all unpaid purchases and report such information to the Fund daily;

I.Process periodic payment orders, as authorized by investors, in accor dance with the payment procedures mutually agreed upon by both parties;

II.Receive monies from Retirement Plans and determine the proper alloca tion of such monies to the Retirement Accounts based upon instructions received from Retirement Plan participants or Retirement Plan adminis trators ("Administrators");

III.Process contributions in the 529 Plan investment option selected by participant and monitor participant account levels for maximum contribu tion limit as permitted by 529 Plan;

Process orders received from third party intermediaries on behalf of beneficial Shareholders of omnibus 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

Process telephone and computer 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 Ser vices shall promptly notify the Fund and the Custodian of such deposit.

2. Redemptions

Receive for acceptance redemption requests, including telephone redemp tions and requests received from Administrators for distributions to partici pants 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 Custodian. 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 Sec tion 6 hereof:

Examine the redemption request and, for written redemptions, the sup porting documentation, to determine that the request is in good order and all requirements have been met;

Notify the Fund on the next business day of the total number of Shares presented and covered by all such requests;

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;

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 accor dance with the current prospectus of the Fund, to the investor, participant, beneficiary, Administrator or such other person, as the case may be;

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;

If any request for redemption does not comply with the Fund`s require ments, 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;

Make such withholdings as may be required under applicable Federal tax laws;

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 des ignated by Shareholder; Process redemption orders received from third party intermediaries on behalf of beneficial Shareholders in omnibus 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;

Process distributions and refunds of 529 Plans to participants or others, as directed, in accordance with the 529 Plan`s requirements; and

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 instruc tions shall be established by mutual agreement between Price Services and the Fund consistent with the Fund`s current prospectus.

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 cancella tion 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 shareholders or 529 plan participants, and in the case of Retirement Accounts, to the participants and/or Adminis trators, 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.

6. Redemption of Shares under a Hold

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");

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 cal endar day following trade date.

Redemption of Uncollected Funds

Shareholders making telephone requests for redemption of shares pur chased 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.

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 pay ment necessary to determine when the payment becomes Good Funds. The redemp tion will be processed in accordance with normal procedures, and the proceeds 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 con firmation is received or the tenth (10th) calendar day Price Services will call the paying institution to request confirmation that the check or ACH in ques tion has been paid. On the tenth calendar day after trade date, the redemption proceeds will be released, regardless of whether confirmation has been received.

Checkwriting Redemptions.

Daily, all checkwriting redemptions $10,000 and over reported as Uncol lected Funds or insufficient funds will be reviewed. An attempt will be made to contact the shareholder to obtain alternative instructions for payment (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.

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.

Confirmations of Available Funds/Bank Account Registrations. The Fund expects that situations may develop whereby it would be beneficial to determine (i) 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 or (ii) if the bank account owner(s) are the same as the Fund Shareholder(s) (i.e., when establishing an account on-line and funding the account via ACH). When this situation occurs, Price Services may call the bank in question and request that it confirm that sufficient funds to cover the purchase are currently cred ited to the account in question and/or the bank account owner(s) are the same as the mutual fund owner(s). Price Services will maintain written documenta tion or a recording of each telephone call that 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

The Fund will promptly inform Price Services of the declaration of any divi dend, distribution, stock split or any other distributions of a similar kind on account of its Capital Stock.

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 Ser vices 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.

8. Abandoned Property and Lost Shareholders

In accordance with procedures agreed upon by both parties, report aban doned property to appropriate state and governmental authorities of the Fund. Price Services shall, 90 days prior to the annual reporting of abandoned prop erty 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 bal ances that have been coded with stop mail and meet the dormancy period guide lines specified in the individual states. Price Services shall make reasonable attempts to contact shareholders for those accounts that have sig nificant aged outstanding checks and those checks meet a specified dollar threshold. Price Services shall also comply with applicable securities regula tions with respect to searching for lost shareholders.

9. Books and Records

Maintain records showing for each Shareholder`s account, 529 Plan, Retirement Plan or Retirement Account, as the case may be, the following:

Names, address and tax identification number;

Number of Shares held;

Certain historical information regarding the account of each Shareholder, including dividends and distributions distributed in cash or invested in Shares;

Pertinent information regarding the establishment and maintenance of Retirement Plans and Retirement Accounts necessary to properly administer each account;

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;

Any stop or restraining order placed against a Shareholder`s account;

Information with respect to withholdings on domestic and foreign accounts;

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;

Any correspondence relating to the current maintenance of a Share holder`s account;

Certificate numbers and denominations for any Shareholder holding cer tificates;

Any information required in order for Price Services to perform the cal culations 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 contra

vene 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.

Any such records maintained pursuant to Rule 31a-1 under the Investment Company Act of 1940 and 17AD-6 and 7 under the Securities and Exchange Act will be preserved for the periods and maintained in a manner prescribed under the Rules. 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 connec tion 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 unreason ably 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 author ities; 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 xd4 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 that 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 relat ing to the issuance or sale of such Shares.

00. Xxx Information

Prepare and file with the Internal Revenue Service and with other appro priate 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 Ser vices agree is necessary to the daily operations of the business.

13. Correspondence

Promptly and fully answer correspondence from shareholders, par ticipants and Administrators relating to Shareholder Accounts, Retirement Accounts, and 529 Plan accounts, transfer agent proce dures, 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 by Price Services in accordance with applicable law and procedures.

14. Lost or Stolen Securities

Pursuant to Rule 17f-1 of the xd4 34 Act, report to the Securi ties Information Center and/or the FBI or other appropriate per son 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 par ties.

15. Telephone/Computer Services

Maintain a Telephone Servicing Staff of representatives ("Representatives") sufficient to timely respond to all tele phonic 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 or participant 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 provid ing Tele*Access, On Line Access and such other Services as may be offered by the Funds from time to time. Price Services will main tain a special Shareholder Servicing staff to service certain Shareholders with substantial relationships with the Funds.

16. Collection of Shareholder/Participant Fees/Calculation and Distribution of 12b-1 Fees and Administrative Fee Payments

Shareholder Fees. Calculate and notify shareholders of Funds and participants of 529 Plans of any fees owed the Fund, its affiliates or its agents. Such fees include the small account fee, XXX custodial fee, wire fee and any initial and annual fees for participation in the 529 Plan.

12b-1 Fees and Administrative Fee Payments. Certain Funds have adopted a 12b 1 Plan pursuant to the Investment Company Act of 1940 ("12b 1 Plan") under which payments to X. Xxxx Price Investment Services, Inc. or its designee may be made for distri bution, personal and shareholder services performed with respect to Fund shares of a designated class. Such 12b-1 fees may be paid to third parties in consideration of performance of these ser vices. The Funds have also instituted a program whereby they may, in their discretion, pay a third party (e.g., a plan or an inter mediary) a fee to compensate the third party for certain expenses incurred as a result of providing administrative services to underlying shareholders of the Funds ("Administrative Fee Pay ments"). Services agrees to calculate and distribute, on behalf of the Funds, the payments/fees owed to third parties under the Fund`s 12b-1 Plan and Administrative Fee Payment Program.

12b-1 and Administrative Fee Agreements. Each Fund autho rizes Price Services to enter into, on its behalf, agreements with third parties for payment of such 12b-1 fees or administrative fee payments in consideration of such third parties` or their agents` performance of services pursuant to the Fund`s 12b-1 Plan or Administrative Fee Payment Program. Any payments owed under these 12b-1 or Administrative Fee Agreements shall be the obligation of the applicable Fund, not Services.

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 obliga tions under the Agreement to assure that the necessary informa tion 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.

00. Xxxx 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 compli ance 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 Expenses

Except as set forth in this Paragraph C, Price Services is responsible for all expenses relating to the providing of the services hereunder. Each Fund is directly responsible for the fees set forth under Section I of Schedule A and the vendor charges under Section II of Schedule A as well as the following expenses and charges:

Postage. The cost of postage and freight for mailing materials to Shareholders and 529 Plan 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 ven dors.

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.

Communications Print. The printed forms used internally and externally for documentation and processing Shareholder and 529 Plan 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 Retire ment Plan participants, or their agents.

Print & Mail House. The cost of internal and third party print ing and mail house services, including printing of statements, prospectuses and reports sent to existing Shareholders.

Voice and Data. The cost of equipment (including associated main tenance), supplies and services used for communicating with and

servicing Shareholders of the Fund and 529 Plan 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:

telephone toll charges (both incoming and outgoing, local, long distance and mailgrams);

data and telephone expenses to communicate with share holders and transfer shareholders between X. Xxxx Price facili ties; and

production support, service enhancements and custom reporting for the shareholder mainframe recordkeeping system.

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.

Disaster Recovery. The cost of services, equipment, facilities and other charges necessary to provide disaster recov ery for any and all services listed in this Agreement.

As an accommodation to the Funds and acting as their agent, Price Services may make payments directly to vendors for Fund expenses and, thereafter, be reimbursed by the Funds on a timely basis.

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:

0. Xx is a corporation duly organized and existing and in good standing under the laws of Maryland;

0. Xx is duly qualified to carry on its business in Mary land, Colorado, Florida and California;

0. Xx is empowered under applicable laws and by its char ter 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;

0. Xx is registered with the Securities and Exchange Com mission as a Transfer Agent pursuant to Section 17A of the xd4 34 Act; and

0. Xx 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:

0. Xx 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;

0. Xx is empowered under applicable laws and by its Arti cles 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 Incorpora tion or Declaration of Trust, as the case may be, and By-Laws have been taken to authorize it to enter into and perform this Agree ment;

0. Xx is an investment company registered under the Act; and

5. A registration statement under the Securities Act of 1933 ("the xd4 33 Act") is currently effective and will remain effec tive, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.

F. Standard of Care/Indemnification

Notwithstanding anything to the contrary in this Agree ment:

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 miscon duct and selected and monitored the performance of its agents and subcontractors with reasonable care.

2. The Fund shall indemnify and hold Price Services harm less from and against all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel,

incurred by Price Services resulting from: (i) any action or omission by Price Services or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Services acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Services acting upon information provided by the Fund in form and under policies agreed to by Price Services and the Fund. Price Services shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Services or where Price Services has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors.

3. Except as provided in Article M of this Agreement, Price Services shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Ser vices 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 attribut able to Price Services.

0. Xx determining Price Services` liability, an isolated error or omission will normally not be deemed to constitute negli gence when it is determined that:

Price Services had in place "appropriate procedures;" and

the employee(s) responsible for the error or omission had been reasonably trained and were being appropriately monitored.

No evidence or circumstances have been produced to indicate that the individual who committed the error or omission was function ing in bad faith, gross negligence or willful misconduct at the time of the incident.

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 appropri ate, including the prior occurrence of any similar errors or omis sions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence.

0. Xx the event either party is unable to perform its obli gations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes.

0. Xx 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 partic ipate 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 oth erwise 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:

A certified copy of the resolution of the Directors/Trustees of the Fund authorizing the appointment of Price Ser vices and the execution and delivery of this Agreement;

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;

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;

All account application forms and other documents relating to Shareholders` accounts;

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

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.

As requested by Price Services, the Fund will also fur nish from time to time the following documents:

Each resolution of the Board of Directors/Trustees of the Fund authorizing the original issue of its Shares;

IV.Each Registration Statement filed with the Securi ties and Exchange Commission and amendments and orders thereto in effect with respect to the sale of Shares with respect to the Fund;

V.A certified copy of each amendment to the Articles of Incorporation or Declaration of Trust, and the By Laws of the Fund;

VI.Certified copies of each vote of the Board of Direc tors/Trustees authorizing officers to give instructions to the Transfer Agent;

VII.Such other documents or opinions which Price Ser vices, in its discretion, may reasonably deem necessary or appropriate in the proper performance of its duties; and

VIII.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 sig

nature 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 Ser vices in draft form, allowing sufficient time for review by Price Services and its legal counsel prior to any deadline for printing.

J. Compliance with Governmental Rules and Regulations

Except as otherwise provided in the Agreement and except for the accuracy of information furnished to the Fund by Price Services, each Fund assumes full responsibility for the preparation, contents and distribution of its prospectuses and compliance with all applicable requirements of the Act, the xd4 34 Act, the xd4 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 juris diction over transfer agents and their activities.

K. Ownership of Software and Related Material

All computer programs, magnetic tapes, written proce dures and similar items purchased and/or developed and used by Price Services in performance of the Agreement shall be the prop erty 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.

IX.Reporting

Price Services shall:

1. Utilize a system to identify all Transactions, and shall compute the net effect of such Transac tions 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."

0. Xxxxxx to the Fund, from time to time as mutually agreed upon, a report summarizing the Transac tions and the daily and Cumulative net effects of such Transac tions 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").

X.Liability

0. Xx will be the normal practice of the Funds not to hold Price Services liable with respect to any Transaction that causes Dilution to any single Fund of less than $25,000. Price Services will, however, closely monitor for each Fund the daily and Cumulative Gain/Dilution that is caused by Transactions of less than $25,000. When the Cumulative Dilution to any Fund exceeds 3/10 of 1% per share, Price Services, in con sultation 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 Dilu tion 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 com pensates the Fund for any Dilution). Any Significant Transac tion, however, causing Dilution in excess of the lesser of $100,000 or a xxxxx per share will be promptly reported to the Board and resolved at the next scheduled Board Meeting. Settle ment 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:

XI.Procedures and controls adopted by Price Services to prevent As Of Processing;

XII.Whether such procedures and controls were being followed at the time of the Significant Transaction;

XIII.The absolute and relative volume of all transactions pro cessed by Price Services on the day of the Significant Trans action;

XIV.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;

XV.The prior response of Price Services to recommendations made by the Funds regarding improvement to Price Services` As Of Processing procedures.

0. Xx determining Price Services` liability with respect to a Significant Transaction, an isolated error or omission will normally not be deemed to constitute negli gence when it is determined that:

XVI.Price Services had in place "appropriate procedures."

XVII.the employee(s) responsible for the error or omission had been reasonably trained and were being appropriately moni tored; and

XXXXX.Xx evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful mis conduct at the time of the incident.

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 appropri ate, including the prior occurrence of any similar errors or omis sions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence.

XXX.Xx 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 reimburse ment from such intermediary if the Dilution is less than $100. N. Term and Termination of Agreement

XX.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 pro vided hereunder.

XXI.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` written notice to the Fund.

XXII.Upon termination hereof, the Fund shall pay to Price Ser vices 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 suf ficiently 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 writ ing to the other party; or (ii) as otherwise agreed upon by appro priate officers of the parties hereto.

P. Assignment

Neither this Agreement nor any rights or obligations hereunder may be assigned either voluntarily or involuntarily, by operation of law or otherwise, by either party without the prior written consent of the other party, provided this shall not pre clude Price Services from employing such agents and subcontrac tors 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 oper ation of this Agreement, Price Services and the Fund may agree from time to time on such provisions interpretive of or in addi tion 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 con travene 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 exe cute 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 Mary land.

T. Merger of Agreement

This Agreement, including the attached Appendices and Schedules supersedes any prior agreement with respect to the sub ject 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 instru ments.

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 X. Xxxx Price Funds that may be established after the execution of this Agreement. Any reference in this Agreement to "the parties" shall mean Price Services and such other individual Fund as to which the matter pertains.

W. Directors, Trustees and Shareholders and Massachusetts Business Trust

It is understood and is expressly stipulated that nei ther the holders of Shares in the Fund nor any Directors or Trust ees 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 execu tion and delivery of this Agreement has been authorized by the trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

X. Captions

The captions in the Agreement are included for conve nience 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.

X. XXXX PRICE SERVICES, INC. X. XXXX PRICE FUNDS

BY: /s/Xxxxx X. O`Melia BY: /s/Xxxxxx Xxxxxxx

DATED: 4/22/03 DATED: 4/10/03

L:LglUsersLgl1124WPDATAAGRMNT2003.PriceServices.TransferAgencyAgree ment.FINAL.doc

APPENDIX A

X. XXXX PRICE BALANCED FUND, INC.

X. XXXX PRICE BLUE CHIP GROWTH FUND, INC.

X. Xxxx Price Blue Chip Growth Fund--Advisor Class

X. Xxxx Price Blue Chip Growth Fund -R Class

X. XXXX PRICE CALIFORNIA TAX FREE INCOME TRUST

California Tax Free Bond Fund

California Tax Free Money Fund

X. XXXX PRICE CAPITAL APPRECIATION FUND

X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.

X. XXXX PRICE CORPORATE INCOME FUND, INC.

X. XXXX PRICE DEVELOPING TECHNOLOGIES FUND, INC.

X. XXXX PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

X. XXXX PRICE DIVIDEND GROWTH FUND, INC.

X. XXXX PRICE EQUITY INCOME FUND

X. Xxxx Price Equity Income Fund--Advisor Class

X. Xxxx Price Equity Income Fund--R Class

X. XXXX PRICE EQUITY SERIES, INC.

X. Xxxx Price Equity Income Portfolio

X. Xxxx Price Equity Income Portfolio-II

X. Xxxx Price New America Growth Portfolio

X. Xxxx Price Personal Strategy Balanced Portfolio

X. Xxxx Price Xxx Xxx Growth Portfolio

X. Xxxx Price Mid-Cap Growth Portfolio-II

X. Xxxx Price Blue Chip Growth Portfolio

X. Xxxx Price Blue Chip Growth Portfolio-II

X. Xxxx Price Equity Index 500 Portfolio

X. Xxxx Price Health Sciences Portfolio

X. Xxxx Price Health Sciences Portfolio-II

X. XXXX PRICE FINANCIAL SERVICES FUND, INC.

X. XXXX PRICE FIXED INCOME SERIES, INC.

X. Xxxx Price Limited Term Bond Portfolio

X. Xxxx Price Prime Reserve Portfolio

X. XXXX PRICE GLOBAL TECHNOLOGY FUND, INC.

X. XXXX PRICE GNMA FUND

X. XXXX PRICE GROWTH & INCOME FUND, INC.

X. XXXX PRICE GROWTH STOCK FUND, INC.

X. Xxxx Price Growth Stock Fund--Advisor Class

X. Xxxx Price Growth Stock Fund--R Class

X. XXXX PRICE HEALTH SCIENCES FUND, INC.

X. XXXX PRICE HIGH YIELD FUND, INC.

X. Xxxx Price High Yield Fund--Advisor Class

X. XXXX PRICE INFLATION PROTECTED BOND FUND, INC.

X. XXXX PRICE INDEX TRUST, INC.

X. Xxxx Price Equity Index 500 Fund

X. Xxxx Price Extended Equity Market Index Fund

X. Xxxx Price Total Equity Market Index Fund

X. XXXX PRICE INSTITUTIONAL EQUITY FUNDS, INC.

X. Xxxx Price Institutional Mid Cap Equity Growth Fund

X. Xxxx Price Institutional Large Cap Value Fund

X. Xxxx Price Institutional Small Cap Stock Fund

X. Xxxx Price Institutional Large Cap Growth Fund

X. XXXX PRICE INSTITUTIONAL INCOME FUNDS, INC.

X. Xxxx Price Institutional High Yield Fund

X. XXXX PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

X. Xxxx Price Institutional Foreign Equity Fund

X. Xxxx Price Institutional Emerging Markets Equity Fund

X. XXXX PRICE INTERNATIONAL FUNDS, INC.

X. Xxxx Price International Stock Fund

X. Xxxx Price International Discovery Fund

X. Xxxx Price European Stock Fund

X. Xxxx Price New Asia Fund

X. Xxxx Price Japan Fund

X. Xxxx Price Latin America Fund

X. Xxxx Price Emerging Markets Stock Fund

X. Xxxx Price Global Stock Fund

X. Xxxx Price International Growth & Income Fund

X. Xxxx Price International Stock Fund--Advisor Class

X. Xxxx Price Emerging Europe & Mediterranean Fund

X. Xxxx Price International Growth & Income Fund-- Advisor Class

X. Xxxx Price International Growth & Income Fund--R Class

X. Xxxx Price International Stock Fund--R Class

X. Xxxx Price International Bond Fund

X. Xxxx Price Emerging Markets Bond Fund

X. Xxxx Price International Bond Fund--Advisor Class

X. XXXX PRICE INTERNATIONAL INDEX FUND, INC.

X. Xxxx Price International Equity Index Fund

X. XXXX PRICE INTERNATIONAL SERIES, INC.

X. Xxxx Price International Stock Portfolio

X. XXXX PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

X. XXXX PRICE MID CAP GROWTH FUND, INC.

X. Xxxx Price Xxx Xxx Growth Fund--Advisor Class

X. Xxxx Price Mid-Cap Growth Fund--R Class

X. XXXX PRICE XXX XXX VALUE FUND, INC.

X. Xxxx Price Mid-Cap Value Fund--Advisor Class

X. Xxxx Price Mid-Cap Value Fund--R Class

X. XXXX PRICE NEW AMERICA GROWTH FUND

X. XXXX PRICE NEW ERA FUND, INC.

X. XXXX PRICE NEW HORIZONS FUNDS, INC.

X. XXXX PRICE NEW INCOME FUND, INC.

X. Xxxx Price New Income Fund--Advisor Class

X. Xxxx Price New Income Fund--R Class

X. XXXX PRICE PERSONAL STRATEGY FUNDS, INC.

X. Xxxx Price Personal Strategy Balanced Fund

X. Xxxx Price Personal Strategy Growth Fund

X. Xxxx Price Personal Strategy Income Fund

X. XXXX PRICE PRIME RESERVE FUND, INC.

X. XXXX PRICE REAL ESTATE FUND, INC.

X. XXXX PRICE RESERVE INVESTMENT FUNDS, INC.

X. Xxxx Price Reserve Investment Fund

X. Xxxx Price Government Reserve Investment Fund

X. XXXX PRICE RETIREMENT FUNDS, INC.

X. Xxxx Price Retirement 2010 Fund

X. Xxxx Price Retirement 2020 Fund

X. Xxxx Price Retirement 2030 Fund

X. Xxxx Price Retirement 2040 Fund

X. Xxxx Price Retirement Income Fund

X. XXXX PRICE SCIENCE & TECHNOLOGY FUND, INC.

X. Xxxx Price Science & Technology Fund--Advisor Class

X. XXXX PRICE SHORT TERM BOND FUND, INC.

X. XXXX PRICE SMALL CAP STOCK FUND, INC.

X. Xxxx Price Small Cap Stock Fund--Advisor Class

X. XXXX PRICE SMALL CAP VALUE FUND, INC.

X. Xxxx Price Small Cap Value Fund--Advisor Class

X. XXXX PRICE SPECTRUM FUND, INC.

Spectrum Income Fund

Spectrum Growth Fund

Spectrum International Fund

X. XXXX 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

Maryland Tax Free Money Fund

X. XXXX PRICE SUMMIT FUNDS, INC.

X. Xxxx Price Summit Cash Reserves Fund

X. Xxxx Price Summit GNMA Fund

X. XXXX PRICE SUMMIT MUNICIPAL FUNDS, INC.

X. Xxxx Price Summit Municipal Money Market Fund

X. Xxxx Price Summit Municipal Intermediate Fund

X. Xxxx Price Summit Municipal Income Fund

X. XXXX PRICE TAX EFFICIENT FUNDS, INC.

X. Xxxx Price Tax Efficient Balanced Fund

X. Xxxx Price Tax Efficient Growth Fund

X. Xxxx Price Tax Efficient Multi Cap Growth Fund

X. XXXX PRICE TAX EXEMPT MONEY FUND, INC.

X. XXXX PRICE TAX FREE HIGH YIELD FUND, INC.

X. XXXX PRICE TAX FREE INCOME FUND, INC.

X. Xxxx Price Tax-Free Income Fund--Advisor Class

X. XXXX PRICE TAX FREE INTERMEDIATE BOND FUND, INC.

X. XXXX PRICE TAX FREE SHORT-INTERMEDIATE FUND, INC.

X. XXXX PRICE U.S. BOND INDEX FUND, INC.

X. XXXX PRICE U.S. TREASURY FUNDS, INC.

U.S. Treasury Intermediate Fund

U.S. Treasury Long Term Fund

U.S. Treasury Money Fund

X. XXXX PRICE VALUE FUND, INC.

X. Xxxx Price Value Fund--Advisor Class

AMENDMENT NO. 1

TRANSFER AGENCY AND SERVICE AGREEMENT

Between

X. XXXX PRICE SERVICES, INC.

And

THE X. XXXX PRICE FUNDS

The Transfer Agency and Service Agreement of January 1, 2003, between X. Xxxx Price Services, Inc., and each of the Parties listed on Appendix A thereto is hereby amended, as of July 23, 2003, by adding thereto X. Xxxx Price Institutional Equity Funds, Inc., on behalf of X. Xxxx Price Institutional Large-Cap Core Growth Fund.

X. XXXX PRICE BALANCED FUND, INC.

X. XXXX PRICE BLUE CHIP GROWTH FUND, INC.

X. Xxxx Price Blue Chip Growth Fund--Advisor Class

X. Xxxx Price Blue Chip Growth Fund -R Class

X. XXXX PRICE CALIFORNIA TAX FREE INCOME TRUST

California Tax Free Bond Fund

California Tax Free Money Fund

X. XXXX PRICE CAPITAL APPRECIATION FUND

X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.

X. XXXX PRICE CORPORATE INCOME FUND, INC.

X. XXXX PRICE DEVELOPING TECHNOLOGIES FUND, INC.

X. XXXX PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

X. XXXX PRICE DIVIDEND GROWTH FUND, INC.

X. XXXX PRICE EQUITY INCOME FUND

X. Xxxx Price Equity Income Fund--Advisor Class

X. Xxxx Price Equity Income Fund--R Class

X. XXXX PRICE EQUITY SERIES, INC.

X. Xxxx Price Equity Income Portfolio

X. Xxxx Price Equity Income Portfolio-II

X. Xxxx Price New America Growth Portfolio

X. Xxxx Price Personal Strategy Balanced Portfolio

X. Xxxx Price Mid Cap Growth Portfolio

X. Xxxx Price Mid-Cap Growth Portfolio-II

X. Xxxx Price Blue Chip Growth Portfolio

X. Xxxx Price Blue Chip Growth Portfolio-II

X. Xxxx Price Equity Index 500 Portfolio

X. Xxxx Price Health Sciences Portfolio

X. Xxxx Price Health Sciences Portfolio-II

X. XXXX PRICE FINANCIAL SERVICES FUND, INC.

X. XXXX PRICE FIXED INCOME SERIES, INC.

X. Xxxx Price Limited Term Bond Portfolio

X. Xxxx Price Prime Reserve Portfolio

X. XXXX PRICE GLOBAL TECHNOLOGY FUND, INC.

X. XXXX PRICE GNMA FUND

X. XXXX PRICE GROWTH & INCOME FUND, INC.

X. XXXX PRICE GROWTH STOCK FUND, INC.

X. Xxxx Price Growth Stock Fund--Advisor Class

X. Xxxx Price Growth Stock Fund--R Class

X. XXXX PRICE HEALTH SCIENCES FUND, INC.

X. XXXX PRICE HIGH YIELD FUND, INC.

X. Xxxx Price High Yield Fund--Advisor Class

X. XXXX PRICE INFLATION PROTECTED BOND FUND, INC.

X. XXXX PRICE INDEX TRUST, INC.

X. Xxxx Price Equity Index 500 Fund

X. Xxxx Price Extended Equity Market Index Fund

X. Xxxx Price Total Equity Market Index Fund

X. XXXX PRICE INSTITUTIONAL EQUITY FUNDS, INC.

X. Xxxx Price Institutional Mid Cap Equity Growth Fund

X. Xxxx Price Institutional Large Cap Value Fund

X. Xxxx Price Institutional Small Cap Stock Fund

X. Xxxx Price Institutional Large Cap Growth Fund

X. Xxxx Price Institutional Large-Cap Core Growth Fund

X. XXXX PRICE INSTITUTIONAL INCOME FUNDS, INC.

X. Xxxx Price Institutional High Yield Fund

X. XXXX PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

X. Xxxx Price Institutional Foreign Equity Fund

X. Xxxx Price Institutional Emerging Markets Equity Fund

X. XXXX PRICE INTERNATIONAL FUNDS, INC.

X. Xxxx Price International Stock Fund

X. Xxxx Price International Discovery Fund

X. Xxxx Price European Stock Fund

X. Xxxx Price New Asia Fund

X. Xxxx Price Japan Fund

X. Xxxx Price Latin America Fund

X. Xxxx Price Emerging Markets Stock Fund

X. Xxxx Price Global Stock Fund

X. Xxxx Price International Growth & Income Fund

X. Xxxx Price International Stock Fund--Advisor Class

X. Xxxx Price Emerging Europe & Mediterranean Fund

X. Xxxx Price International Growth & Income Fund-- Advisor Class

X. Xxxx Price International Growth & Income Fund--R Class

X. Xxxx Price International Stock Fund--R Class

X. Xxxx Price International Bond Fund

X. Xxxx Price Emerging Markets Bond Fund

X. Xxxx Price International Bond Fund--Advisor Class

X. XXXX PRICE INTERNATIONAL INDEX FUND, INC.

X. Xxxx Price International Equity Index Fund

X. XXXX PRICE INTERNATIONAL SERIES, INC.

X. Xxxx Price International Stock Portfolio

X. XXXX PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

X. XXXX PRICE XXX XXX GROWTH FUND, INC.

X. Xxxx Price Mid Cap Growth Fund--Advisor Class

X. Xxxx Price Mid-Cap Growth Fund--R Class

X. XXXX PRICE MID CAP VALUE FUND, INC.

X. Xxxx Price Mid-Cap Value Fund--Advisor Class

X. Xxxx Price Mid-Cap Value Fund--R Class

X. XXXX PRICE NEW AMERICA GROWTH FUND

X. XXXX PRICE NEW ERA FUND, INC.

X. XXXX PRICE NEW HORIZONS FUNDS, INC.

X. XXXX PRICE NEW INCOME FUND, INC.

X. Xxxx Price New Income Fund--Advisor Class

X. Xxxx Price New Income Fund--R Class

X. XXXX PRICE PERSONAL STRATEGY FUNDS, INC.

X. Xxxx Price Personal Strategy Balanced Fund

X. Xxxx Price Personal Strategy Growth Fund

X. Xxxx Price Personal Strategy Income Fund

X. XXXX PRICE PRIME RESERVE FUND, INC.

X. XXXX PRICE REAL ESTATE FUND, INC.

X. XXXX PRICE RESERVE INVESTMENT FUNDS, INC.

X. Xxxx Price Reserve Investment Fund

X. Xxxx Price Government Reserve Investment Fund

X. XXXX PRICE RETIREMENT FUNDS, INC.

X. Xxxx Price Retirement 2010 Fund

X. Xxxx Price Retirement 2020 Fund

X. Xxxx Price Retirement 2030 Fund

X. Xxxx Price Retirement 2040 Fund

X. Xxxx Price Retirement Income Fund

X. XXXX PRICE SCIENCE & TECHNOLOGY FUND, INC.

X. Xxxx Price Science & Technology Fund--Advisor Class

X. XXXX PRICE SHORT TERM BOND FUND, INC.

X. XXXX PRICE SMALL CAP STOCK FUND, INC.

X. Xxxx Price Small Cap Stock Fund--Advisor Class

X. XXXX PRICE SMALL CAP VALUE FUND, INC.

X. Xxxx Price Small Cap Value Fund--Advisor Class

X. XXXX PRICE SPECTRUM FUND, INC.

Spectrum Income Fund

Spectrum Growth Fund

Spectrum International Fund

X. XXXX 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

Maryland Tax Free Money Fund

X. XXXX PRICE SUMMIT FUNDS, INC.

X. Xxxx Price Summit Cash Reserves Fund

X. Xxxx Price Summit GNMA Fund

X. XXXX PRICE SUMMIT MUNICIPAL FUNDS, INC.

X. Xxxx Price Summit Municipal Money Market Fund

X. Xxxx Price Summit Municipal Intermediate Fund

X. Xxxx Price Summit Municipal Income Fund

X. XXXX PRICE TAX EFFICIENT FUNDS, INC.

X. Xxxx Price Tax Efficient Balanced Fund

X. Xxxx Price Tax Efficient Growth Fund

X. Xxxx Price Tax Efficient Multi Cap Growth Fund

X. XXXX PRICE TAX EXEMPT MONEY FUND, INC.

X. XXXX PRICE TAX FREE HIGH YIELD FUND, INC.

X. XXXX PRICE TAX FREE INCOME FUND, INC.

X. Xxxx Price Tax-Free Income Fund--Advisor Class

X. XXXX PRICE TAX FREE INTERMEDIATE BOND FUND, INC.

X. XXXX PRICE TAX FREE SHORT-INTERMEDIATE FUND, INC.

X. XXXX PRICE U.S. BOND INDEX FUND, INC.

X. XXXX PRICE U.S. TREASURY FUNDS, INC.

U.S. Treasury Intermediate Fund

U.S. Treasury Long Term Fund

U.S. Treasury Money Fund

X. XXXX PRICE VALUE FUND, INC.

X. Xxxx Price Value Fund--Advisor Class

Attest:

/s/Xxxxxxxx X. Xxxxxxx /s/Xxxxxx X. Carrier

Xxxxxxxx X. Lippert By: Xxxxxx X. Carrier

Secretary Treasurer

Attest: X. XXXX PRICE SERVICES, INC.

/s/Xxxxxxx X. Xxx Xxxx /s/Xxxxx X. Xxxxxxx

Xxxxxxx X. Xxx Xxxx Xx: Xxxxx X. Xxxxxxx

Secretary Vice President

AMENDMENT NO. 2

TRANSFER AGENCY AND SERVICE AGREEMENT

Between

X. XXXX PRICE SERVICES, INC.

And

THE X. XXXX PRICE FUNDS

The Transfer Agency and Service Agreement of January 1, 2003, between X. Xxxx Price Services, Inc., and each of the Parties listed on Appendix A thereto is hereby amended, as of October __, 2003, by adding thereto X. Xxxx Price Retirement Funds, Inc., on behalf of X. Xxxx Price Retirement 2010 Fund--Advisor Class, X. Xxxx Price Retirement 2010 Fund--R Class, X. Xxxx Price Retirement 2020 Fund--Advisor Class, X. Xxxx Price Retirement 2020 Fund--R Class, X. Xxxx Price Retirement 2030 Fund--Advisor Class, X. Xxxx Price Retirement 2030 Fund--R Class, X. Xxxx Price Retirement 2040 Fund--Advisor Class, X. Xxxx Price Retirement 2040 Fund--R Class, X. Xxxx Price Retirement Income Fund--Advisor Class, and X. Xxxx Price Retirement Income Fund--R Class.

X. XXXX PRICE BALANCED FUND, INC.

X. XXXX PRICE BLUE CHIP GROWTH FUND, INC.

X. Xxxx Price Blue Chip Growth Fund--Advisor Class

X. Xxxx Price Blue Chip Growth Fund -R Class

X. XXXX PRICE CALIFORNIA TAX FREE INCOME TRUST

California Tax Free Bond Fund

California Tax Free Money Fund

X. XXXX PRICE CAPITAL APPRECIATION FUND

X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.

X. XXXX PRICE CORPORATE INCOME FUND, INC.

X. XXXX PRICE DEVELOPING TECHNOLOGIES FUND, INC.

X. XXXX PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

X. XXXX PRICE DIVIDEND GROWTH FUND, INC.

X. XXXX PRICE EQUITY INCOME FUND

X. Xxxx Price Equity Income Fund--Advisor Class

X. Xxxx Price Equity Income Fund--R Class

X. XXXX PRICE EQUITY SERIES, INC.

X. Xxxx Price Equity Income Portfolio

X. Xxxx Price Equity Income Portfolio-II

X. Xxxx Price New America Growth Portfolio

X. Xxxx Price Personal Strategy Balanced Portfolio

X. Xxxx Price Xxx Xxx Growth Portfolio

X. Xxxx Price Mid-Cap Growth Portfolio-II

X. Xxxx Price Blue Chip Growth Portfolio

X. Xxxx Price Blue Chip Growth Portfolio-II

X. Xxxx Price Equity Index 500 Portfolio

X. Xxxx Price Health Sciences Portfolio

X. Xxxx Price Health Sciences Portfolio-II

X. XXXX PRICE FINANCIAL SERVICES FUND, INC.

X. XXXX PRICE FIXED INCOME SERIES, INC.

X. Xxxx Price Limited Term Bond Portfolio

X. Xxxx Price Prime Reserve Portfolio

X. XXXX PRICE GLOBAL TECHNOLOGY FUND, INC.

X. XXXX PRICE GNMA FUND

X. XXXX PRICE GROWTH & INCOME FUND, INC.

X. XXXX PRICE GROWTH STOCK FUND, INC.

X. Xxxx Price Growth Stock Fund--Advisor Class

X. Xxxx Price Growth Stock Fund--R Class

X. XXXX PRICE HEALTH SCIENCES FUND, INC.

X. XXXX PRICE HIGH YIELD FUND, INC.

X. Xxxx Price High Yield Fund--Advisor Class

X. XXXX PRICE INFLATION PROTECTED BOND FUND, INC.

X. XXXX PRICE INDEX TRUST, INC.

X. Xxxx Price Equity Index 500 Fund

X. Xxxx Price Extended Equity Market Index Fund

X. Xxxx Price Total Equity Market Index Fund

X. XXXX PRICE INSTITUTIONAL EQUITY FUNDS, INC.

X. Xxxx Price Institutional Mid Cap Equity Growth Fund

X. Xxxx Price Institutional Large Cap Value Fund

X. Xxxx Price Institutional Small Cap Stock Fund

X. Xxxx Price Institutional Large Cap Growth Fund

X. Xxxx Price Institutional Large-Cap Core Growth Fund

X. XXXX PRICE INSTITUTIONAL INCOME FUNDS, INC.

X. Xxxx Price Institutional High Yield Fund

X. XXXX PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

X. Xxxx Price Institutional Foreign Equity Fund

X. Xxxx Price Institutional Emerging Markets Equity Fund

X. XXXX PRICE INTERNATIONAL FUNDS, INC.

X. Xxxx Price International Stock Fund

X. Xxxx Price International Discovery Fund

X. Xxxx Price European Stock Fund

X. Xxxx Price New Asia Fund

X. Xxxx Price Japan Fund

X. Xxxx Price Latin America Fund

X. Xxxx Price Emerging Markets Stock Fund

X. Xxxx Price Global Stock Fund

X. Xxxx Price International Growth & Income Fund

X. Xxxx Price International Stock Fund--Advisor Class

X. Xxxx Price Emerging Europe & Mediterranean Fund

X. Xxxx Price International Growth & Income Fund-- Advisor Class

X. Xxxx Price International Growth & Income Fund--R Class

X. Xxxx Price International Stock Fund--R Class

X. Xxxx Price International Bond Fund

X. Xxxx Price Emerging Markets Bond Fund

X. Xxxx Price International Bond Fund--Advisor Class

X. XXXX PRICE INTERNATIONAL INDEX FUND, INC.

X. Xxxx Price International Equity Index Fund

X. XXXX PRICE INTERNATIONAL SERIES, INC.

X. Xxxx Price International Stock Portfolio

X. XXXX PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

X. XXXX PRICE XXX XXX GROWTH FUND, INC.

X. Xxxx Price Mid Cap Growth Fund--Advisor Class

X. Xxxx Price Mid-Cap Growth Fund--R Class

X. XXXX PRICE MID CAP VALUE FUND, INC.

X. Xxxx Price Mid-Cap Value Fund--Advisor Class

X. Xxxx Price Mid-Cap Value Fund--R Class

X. XXXX PRICE NEW AMERICA GROWTH FUND

X. XXXX PRICE NEW ERA FUND, INC.

X. XXXX PRICE NEW HORIZONS FUNDS, INC.

X. XXXX PRICE NEW INCOME FUND, INC.

X. Xxxx Price New Income Fund--Advisor Class

X. Xxxx Price New Income Fund--R Class

X. XXXX PRICE PERSONAL STRATEGY FUNDS, INC.

X. Xxxx Price Personal Strategy Balanced Fund

X. Xxxx Price Personal Strategy Growth Fund

X. Xxxx Price Personal Strategy Income Fund

X. XXXX PRICE PRIME RESERVE FUND, INC.

X. XXXX PRICE REAL ESTATE FUND, INC.

X. XXXX PRICE RESERVE INVESTMENT FUNDS, INC.

X. Xxxx Price Reserve Investment Fund

X. Xxxx Price Government Reserve Investment Fund

X. XXXX PRICE RETIREMENT FUNDS, INC.

X. Xxxx Price Retirement 2010 Fund

X. Xxxx Price Retirement 2010 Fund--Advisor Class

X. Xxxx Price Retirement 2010 Fund--R Class

X. Xxxx Price Retirement 2020 Fund

X. Xxxx Price Retirement 2020 Fund--Advisor Class

X. Xxxx Price Retirement 2020 Fund--R Class

X. Xxxx Price Retirement 2030 Fund

X. Xxxx Price Retirement 2030 Fund--Advisor Class

X. Xxxx Price Retirement 2030 Fund--R Class

X. Xxxx Price Retirement 2040 Fund

X. Xxxx Price Retirement 2040 Fund--Advisor Class

X. Xxxx Price Retirement 2040 Fund--R Class

X. Xxxx Price Retirement Income Fund

X. Xxxx Price Retirement Income Fund--Advisor Class

X. Xxxx Price Retirement Income Fund--R Class

X. XXXX PRICE SCIENCE & TECHNOLOGY FUND, INC.

X. Xxxx Price Science & Technology Fund--Advisor Class

X. XXXX PRICE SHORT TERM BOND FUND, INC.

X. XXXX PRICE SMALL CAP STOCK FUND, INC.

X. Xxxx Price Small Cap Stock Fund--Advisor Class

X. XXXX PRICE SMALL CAP VALUE FUND, INC.

X. Xxxx Price Small Cap Value Fund--Advisor Class

X. XXXX PRICE SPECTRUM FUND, INC.

Spectrum Income Fund

Spectrum Growth Fund

Spectrum International Fund

X. XXXX 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

Maryland Tax Free Money Fund

X. XXXX PRICE SUMMIT FUNDS, INC.

X. Xxxx Price Summit Cash Reserves Fund

X. Xxxx Price Summit GNMA Fund

X. XXXX PRICE SUMMIT MUNICIPAL FUNDS, INC.

X. Xxxx Price Summit Municipal Money Market Fund

X. Xxxx Price Summit Municipal Intermediate Fund

X. Xxxx Price Summit Municipal Income Fund

X. XXXX PRICE TAX EFFICIENT FUNDS, INC.

X. Xxxx Price Tax Efficient Balanced Fund

X. Xxxx Price Tax Efficient Growth Fund

X. Xxxx Price Tax Efficient Multi Cap Growth Fund

X. XXXX PRICE TAX EXEMPT MONEY FUND, INC.

X. XXXX PRICE TAX FREE HIGH YIELD FUND, INC.

X. XXXX PRICE TAX FREE INCOME FUND, INC.

X. Xxxx Price Tax-Free Income Fund--Advisor Class

X. XXXX PRICE TAX FREE INTERMEDIATE BOND FUND, INC.

X. XXXX PRICE TAX FREE SHORT-INTERMEDIATE FUND, INC.

X. XXXX PRICE U.S. BOND INDEX FUND, INC.

X. XXXX PRICE U.S. TREASURY FUNDS, INC.

U.S. Treasury Intermediate Fund

U.S. Treasury Long Term Fund

U.S. Treasury Money Fund

X. XXXX PRICE VALUE FUND, INC.

X. Xxxx Price Value Fund--Advisor Class

Attest:

_______________________ ______________________

Xxxxxxxx X. Lippert By: Xxxxxx X. Carrier

Secretary Treasurer

Attest: X. XXXX PRICE SERVICES, INC.

_______________________ ______________________

Xxxxxxx X. Xxx Xxxx Xx: Xxxxx X. Xxxxxxx

Secretary Vice President