AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENTS (the "Agreements") Between Each of the T. Rowe Price Funds (collectively "the Funds") set forth on Schedule A hereto, severally and not jointly and
AMENDMENT TO
(the "Agreements")
Between
Each of the ▇. ▇▇▇▇ Price Funds (collectively "the Funds")
set forth on Schedule A hereto, severally and not jointly
and
▇. ▇▇▇▇ PRICE ASSOCIATES, INC. ("U.S. Manager") or
▇. ▇▇▇▇ PRICE INTERNATIONAL, INC. ("International Manager"),
as the case may be (collectively "the Managers")
This is an Amendment to each of the Agreements, made as of the 1st day of August, 2004, by and between each of the Funds, separately and not jointly, and the U.S. Manager or International Manager, as the case may be.
W I T N E S S E T H:
WHEREAS, as set forth in each Agreement, the Funds pay the Managers a fee ("Fee") which consists of two components: a Group Management Fee ("Group Fee") and an Individual Fund Fee ("Fund Fee");
WHEREAS, as set forth in each Agreement, the Group Fee is calculated using the aggregate net assets of the Price Funds, excluding the assets of any ▇. ▇▇▇▇ Price institutional fund;
WHEREAS, at their meeting on July 21, 2004, the Directors/Trustees of the Funds determined that it would be in the best interests of the Funds and their shareholders to include the assets of the ▇. ▇▇▇▇ Price institutional funds for the purpose of calculating the Group Fee;
WHEREAS, inclusion of the ▇. ▇▇▇▇ Price institutional funds` assets will in all cases increase the assets included in the Group Fee calculation and thereby reduce the Group Fee for the Funds;
WHEREAS, the Managers and the Funds desire to continue each Agreement on the same terms and conditions other than as described immediately above and below;
NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the parties hereto agree as follows:
1.Subparagraph A. of Paragraph 3 of each Agreement is amended to read as follows:
▇.▇▇▇▇▇▇▇▇▇▇ Fee. The Fund shall pay the Manager a fee ("Fee") which will consist of two components: a Group Management Fee ("Group Fee") and an Individual Fund Fee ("Fund Fee"). The Fee shall be paid monthly to the Manager on the first business day of the next succeeding calendar month and shall be calculated as follows:
▇.▇▇▇▇▇ Fee. The monthly Group Fee ("Monthly Group Fee") shall be the sum of the daily Group Fee accruals ("Daily Group Fee Accruals") for each month. The Daily Group Fee Accrual for any particular day will be computed by multiplying the Price Funds` group fee accrual as determined below ("Daily Price Funds` Group Fee Accrual") by the ratio of the Fund`s net assets for that day to the sum of the aggregate net assets of the Price Funds for that day. The Daily Price Funds` Group Fee Accrual for any particular day shall be calculated by multiplying the fraction of one (1) over the number of calendar days in the year by the annualized Daily Price Funds` Group Fee Accrual for that day as determined in accordance with the following schedule:
Price Funds Annual Group
Base Fee Rate for Each Level of Assets
______________________________________
0.480%First $1 billion
0.450%Next $1 billion
0.420%Next $1 billion
0.390%Next $1 billion
0.370%Next $1 billion
0.360%Next $2 billion
0.350%Next $2 billion
0.340%Next $5 billion
0.330%Next $10 billion
0.320%Next $10 billion
0.310%Next $16 billion
0.305%Next $30 billion
0.300%Next $40 billion
0.295%Thereafter
The Price Funds shall include all the mutual funds distributed by ▇. ▇▇▇▇ Price Investment Services, Inc., (other than "private label" funds, Index Trust, Spectrum Funds, Retirement Funds, and Reserve Investment Funds). For the purposes of calculating the Daily Price Funds` Group Fee Accrual for any particular day, the net assets of each Price Fund shall be determined in accordance with the Fund`s prospectus, as of the close of business on the previous business day on which the Fund was open for business.
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2.All other terms and conditions of each Agreement remain in full force and effect until April 30, 2005, unless terminated on an earlier date pursuant the applicable provisions of the Agreements.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized and their respective seals to be hereunto affixed, as of the day and year first above written.
Attest:Each of the Funds set forth on Schedule A
hereto, severally and not jointly
/s/▇▇▇▇▇▇▇▇ ▇. LippertBy: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. LippertJames ▇. ▇▇▇▇▇
SecretaryChairman of the Board
Attest:▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. Van HornHenry ▇. ▇▇▇▇▇▇▇
SecretaryVice President
Attest:▇. ▇▇▇▇ PRICE INTERNATIONAL, INC.
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇: /s/▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. Van HornDavid ▇.▇. ▇▇▇▇▇▇
SecretaryChief Executive Officer
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Schedule A
▇. ▇▇▇▇ PRICE BALANCED FUND, INC.
▇. ▇▇▇▇ PRICE BLUE CHIP GROWTH FUND, INC.
▇. ▇▇▇▇ PRICE CALIFORNIA TAX-FREE INCOME TRUST
▇. ▇▇▇▇ PRICE CAPITAL APPRECIATION FUND
▇. ▇▇▇▇ PRICE CAPITAL OPPORTUNITY FUND, INC.
▇. ▇▇▇▇ PRICE CORPORATE INCOME FUND, INC.
▇. ▇▇▇▇ PRICE DEVELOPING TECHNOLOGIES FUND, INC.
▇. ▇▇▇▇ PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
▇. ▇▇▇▇ PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
▇. ▇▇▇▇ PRICE DIVIDEND GROWTH FUND, INC.
▇. ▇▇▇▇ PRICE EQUITY INCOME FUND
▇. ▇▇▇▇ PRICE FINANCIAL SERVICES FUND, INC.
▇. ▇▇▇▇ PRICE GLOBAL TECHNOLOGY FUND, INC.
▇. ▇▇▇▇ PRICE GNMA FUND
▇. ▇▇▇▇ PRICE GROWTH & INCOME FUND, INC.
▇. ▇▇▇▇ PRICE GROWTH STOCK FUND, INC.
▇. ▇▇▇▇ PRICE HEALTH SCIENCES FUND, INC.
▇. ▇▇▇▇ PRICE HIGH YIELD FUND, INC.
▇. ▇▇▇▇ PRICE INFLATION PROTECTED BOND FUND, INC.
▇. ▇▇▇▇ PRICE INTERNATIONAL FUNDS, INC.
▇. ▇▇▇▇ PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
▇. ▇▇▇▇ PRICE MID-CAP GROWTH FUND, INC.
▇. ▇▇▇▇ PRICE MID-CAP VALUE FUND, INC.
▇. ▇▇▇▇ PRICE NEW AMERICA GROWTH FUND
▇. ▇▇▇▇ PRICE NEW ERA FUND, INC.
▇. ▇▇▇▇ PRICE NEW HORIZONS FUND, INC.
▇. ▇▇▇▇ PRICE NEW INCOME FUND, INC.
▇. ▇▇▇▇ PRICE PERSONAL STRATEGY FUNDS, INC.
▇. ▇▇▇▇ PRICE PRIME RESERVE FUND, INC.
▇. ▇▇▇▇ PRICE REAL ESTATE FUND, INC.
▇. ▇▇▇▇ PRICE SCIENCE & TECHNOLOGY FUND, INC.
▇. ▇▇▇▇ PRICE SHORT-TERM BOND FUND, INC.
▇. ▇▇▇▇ PRICE SMALL-CAP STOCK FUND, INC.
▇. ▇▇▇▇ PRICE SMALL-CAP VALUE FUND, INC.
▇. ▇▇▇▇ PRICE STATE TAX-FREE INCOME TRUST
▇. ▇▇▇▇ PRICE TAX-EFFICIENT FUNDS, INC.
▇. ▇▇▇▇ PRICE TAX-EXEMPT MONEY FUND, INC.
▇. ▇▇▇▇ PRICE TAX-FREE HIGH YIELD FUND, INC.
▇. ▇▇▇▇ PRICE TAX-FREE INCOME FUND, INC.
▇. ▇▇▇▇ PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
▇. ▇▇▇▇ PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
▇. ▇▇▇▇ PRICE U.S. TREASURY FUNDS, INC.
▇. ▇▇▇▇ PRICE VALUE FUND, INC.
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