Page Article A Terms of Appointment/Duties of Price Associates 1 Article B Fees and Expenses 3 Article C Representations and Warranties of Price Associates 3 Article D Representations and Warranties of the Fund 4 Article E Ownership of Software and...

AGREEMENT
between
X. XXXX PRICE ASSOCIATES, INC.
and
THE X. XXXX PRICE FUNDS
for
FUND ACCOUNTING SERVICES

TABLE OF CONTENTS

		Page
Article A	Terms of Appointment/Duties of Price Associates	1
Article B	Fees and Expenses	3
Article C	Representations and Warranties of Price Associates	3
Article D	Representations and Warranties of the Fund	4
Article E	Ownership of Software and Related Material	4
Article F	Quality Service Standards	4
Article G	Standard of Care/Indemnification	4
Article H	Dual Interests	7
Article I	Documentation	7
Article J	Recordkeeping/Confidentiality	8
Article K	Compliance with Governmental Rules and Regulations	8
Article L	Term and Termination of Agreement	9
Article M	Notice	9
Article N	Assignment	9
Article O	Amendment/Interpretive Provisions	10
Article P	Further Assurances	10
Article Q	Maryland Law to Apply	10
Article R	Merger of Agreement	10
Article S	Counterparts	10
Article T	The Parties	11
Article U	Directors, Trustee and Shareholders and Massachusetts Business Trust	11
Article V	Captions	12

AGREEMENT made as of the first day of January, 2009, by and between X. XXXX PRICE ASSOCIATES, INC., a Maryland corporation having its principal office and place of business at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("Price Associates"), 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 T);

WHEREAS, Price Associates has the capability of providing the Funds with certain accounting services ("Accounting Services");

WHEREAS, the Fund desires to appoint Price Associates to provide these Accounting Services and Price Associates desires to accept such appointment; and

WHEREAS, the Board of Directors/Trustees of the Fund (the "Board") has authorized the Fund to utilize various pricing services for the purpose of providing to Price Associates securities prices for the calculation of the Fund`s net asset value.

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

A.	Terms of Appointment/Duties of Price Associates

Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints Price Associates to provide, and Price Associates agrees to provide, the Accounting Services set forth in this Section A. It is agreed by the parties that Price Associates may subcontract or jointly contract with other parties, on behalf of the Funds, to perform certain of the functions and services described herein.

1.Maintain for each Fund a daily trial balance, a general ledger, subsidiary records and capital stock accounts;

2.Maintain for each Fund an investment ledger, including amortized bond, foreign dollar denominated costs and securities on loan where applicable;

3.Maintain for each Fund all records relating to the Fund`s income and expenses;

4.Provide for the daily valuation of each Fund`s portfolio securities and the computation of each Fund`s daily net asset value per share ("NAV"). Such daily valuations shall be made in accordance with the valuation policies established by each of the Fund's Board including, but not limited to, the utilization of such pricing valuation sources and/or pricing services as determined by the Boards.

Price Associates shall have no liability for any losses or damages incurred by the Fund as a result of erroneous portfolio security evaluations provided by such designated sources and/or pricing services; provided that, Price Associates reasonably believes the prices are accurate, has adhered to its normal verification control procedures, and has otherwise met the standard of care as set forth in Article G of this Agreement;

5.Provide daily cash flow and transaction status information to each Fund`s adviser;

6.Authorize the payment of Fund expenses, either through instruction of custodial bank or utilization of custodian`s automated transfer system;

7.Prepare for each Fund such financial information that is reasonably necessary for shareholder reports, reports to the Board and to the officers of the Fund, reports to the Securities and Exchange Commission ("SEC"), the Internal Revenue Service ("IRS") and other Federal and state regulatory agencies;

8.Provide each Fund with such advice that may be reasonably necessary to properly account for all financial transactions and to maintain the Fund's accounting procedures and records so as to insure compliance with generally accepted accounting and tax practices and rules;

9.Maintain for each Fund all records that may be reasonably required in connection with the audit performed by each Fund's independent accountant, the SEC, the IRS or such other Federal or state regulatory agencies;

10.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-CSR and annual amendment to Form N-1A;

11.Maintain adequate internal controls over financial reporting to provide complete and accurate financial information and disclosures that are certified by officers of the Funds. Provide sub-certifications, as requested by the officers of the Funds, for the adequacy of such controls and the completeness and accuracy of information included in Form N-CSR, Form N-Q, or any other form that may require certification; and

12.Such other services as mutually agreed upon by the parties.

B.	Fees and Expenses

For the accounting services performed hereunder, the Fund shall pay the fees and expenses as mutually agreed upon by both parties.

C.	Representations and Warrantees of Price Associates

Price Associates represents and warrants to the Fund that:

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

0.Xx is duly qualified to carry on its business in Maryland.

0.Xx 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.

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.

D.	Representations and Warranties of the Fund

The Fund represents and warrants to Price Associates that:

0.Xx is a corporation or business trust, as the case may be, 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 Articles of Incorporation or Declaration of Trust, as the case may be, and By-Laws and all required proceedings have been taken to authorize it to enter into and perform this Agreement.

E.	Ownership of Software and Related Material

All computer programs, magnetic tapes, written procedures, and similar items purchased and/or developed and used by Price Associates in performance of this Agreement shall be the property of Price Associates and will not become the property of the Funds.

F.	Quality Service Standards

Price Associates and the Fund may, from time to time, agree to certain quality service standards, with respect to Price Associates` services hereunder.

G.	Standard of Care/Indemnification

Notwithstanding anything to the contrary in this Agreement:

1.Where an NAV error results in loss or dilution to a Fund of less than $10,000, the determination of liability for the error will be made by Price Associates. Where an NAV error results in loss or dilution to a Fund of $10,000 or more but less than $100,000, liability for the error will be resolved through negotiations between Fund Counsel and Price Associates. Where an NAV error results in loss or dilution to a Fund of the lesser of 1/2 of 1% of NAV or $100,000 or more, the error will be promptly reported to the Board (unless the Fund is fully compensated for the loss or dilution), and final settlement with respect to such error will not be made until approved by the Board. For Funds with more than one class, the amount of loss or dilution resulting from an NAV error shall be determined for each class; provided, however, that for purposes of determining Price Associates` liability for reimbursement of loss or dilution to any class, gains in one class may be used to offset loss or dilution in another class of the same Fund where the NAV errors resulted from the same act or omission. Any net gain remaining after offsetting a loss in one or more classes, as well as aggregate gains when the gain realized by any one class is one full cent or more per share, will be allocated ratably to all of the classes in the affected Fund. A summary of all NAV errors and their effect on the Funds will be reported to the Funds` Audit Committee on an annual basis. In determining the liability of Price Associates for an NAV error, an error or omission will not be deemed to constitute negligence when it is determined that:

Price Associates had in place "appropriate procedures and an adequate system of internal controls;"

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

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

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

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

3.Price Associates 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 Associates or which result from Price Associates` 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 with respect to 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 Associates.

0.Xx 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 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 G 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.

6.Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement.

It is understood that some person or persons may be directors, officers, or shareholders of both the Fund and Price Associates (including Price Associates` 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.

I.	Documentation

As requested by Price Associates, the Fund shall promptly furnish to Price Associates such documents as it may reasonably request and as are necessary for Price Associates to carry out its responsibilities hereunder.

J.	Recordkeeping/Confidentiality

1.Price Associates shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable, provided that Price Associates shall keep all records in such form and in such manner as required by applicable law, including the Investment Company Act of 1940 ("the xd4 40 Act") and the Securities Exchange Act of 1934 ("the xd4 34 Act").

2.Price Associates and the Fund agree that 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: (a) after prior notification to and approval in writing by the other party hereto, which approval shall not be unreasonably withheld and may not be withheld where Price Associates or Fund may be exposed to civil or criminal contempt proceedings for failure to comply; (b) when requested to divulge such information by duly constituted governmental authorities; or (c) after so requested by the other party hereto.

K.	Compliance with Governmental Rules and Regulations

Except as otherwise provided in the Agreement and except for the accuracy of information furnished to the Funds by Price Associates, each Fund assumes full responsibility for the preparation, contents and distribution of its prospectuses, and for complying with all applicable requirements of the Act, the xd4 34 Act, the Securities Act of 1933 ("the xd4 33 Act"), and any laws, rules and regulations of governmental authorities having jurisdiction over the Funds.

L.	Term and Termination of Agreement

1.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 sixty (60) days` written notice to Price Associates; and by Price Associates, upon three hundred sixty-five (365) days` written notice to the Fund unless a shorter termination period is mutually agreed upon by the parties.

3.Upon termination hereof, the Fund shall pay to Price Associates 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.

M.	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.

N.	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 Associates from employing such agents and subcontractors as it deems appropriate to carry out its obligations set forth hereunder.

O.	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 Associates 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.

P.	Further Assurances

Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

Q.	Maryland Law to Apply

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

R.	Merger of Agreement

This Agreement, including the attached Appendix and Schedule supersedes any prior agreement with respect to the subject hereof, whether oral or written.

S.	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.

T.	The Parties

All references herein to "the Fund" are to each of the Funds listed on Appendix A individually or any class thereof, as if this Agreement were between such individual Fund and Price Associates. In the case of a series Fund or trust or a separate class of shares, all references to "the Fund" are to the individual series, portfolio or class of such Fund or trust, or to such Fund or trust on behalf of the individual series, portfolio or class, as appropriate. The "Fund" also includes any 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 Associates and such other individual Fund as to which the matter pertains.

U.	Directors, Trustees and Shareholders and Massachusetts Business Trust

It is understood and is expressly stipulated that neither the holders of 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 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.

V.	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.

X. XXXX PRICE ASSOCIATES, INC.	X. XXXX PRICE FUNDS
By: /s/Xxxxx O`Melia	By: /s/Xxxxxxx Xxxxxx

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 TAXFREE INCOME TRUST
California TaxFree Bond Fund
California TaxFree Money Fund

X. XXXX PRICE CAPITAL APPRECIATION FUND
X. Xxxx Price Capital Appreciation Fund--Advisor Class

X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.
X. Xxxx Price Capital Opportunity Fund--Advisor Class
X. Xxxx Price Capital Opportunity Fund--R Class

X. XXXX PRICE CORPORATE INCOME FUND, INC.

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

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

X. XXXX PRICE DIVIDEND GROWTH FUND, INC.
X. Xxxx Price Dividend Growth Fund--Advisor Class

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 Blue Chip Growth Portfolio
X. Xxxx Price Blue Chip Growth Portfolio-II
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price Equity Income 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 MidCap Growth Portfolio
X. Xxxx Price Mid-Cap Growth Portfolio-II
X. Xxxx Price New America Growth Portfolio
X. Xxxx Price Personal Strategy Balanced Portfolio

X. XXXX PRICE FINANCIAL SERVICES FUND, INC.

X. XXXX PRICE FIXED INCOME SERIES, INC.
X. Xxxx Price LimitedTerm Bond Portfolio
X. Xxxx Price Limited-Term Bond Portfolio-II
X. Xxxx Price Prime Reserve Portfolio

X. XXXX PRICE GLOBAL REAL ESTATE FUND, INC.
X. Xxxx Price Global Real Estate Fund- Advisor Class

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 Concentrated Large-Cap Value Fund
X. Xxxx Price Institutional Large-Cap Core Growth Fund
X. Xxxx Price Institutional LargeCap Growth Fund
X. Xxxx Price Institutional LargeCap Value Fund
X. Xxxx Price Institutional MidCap Equity Growth Fund
X. Xxxx Price Institutional SmallCap Stock Fund
X. Xxxx Price Institutional U.S. Structured Research Fund

X. XXXX PRICE INSTITUTIONAL INCOME FUNDS, INC.
X. Xxxx Price Institutional Core Plus Fund
X. Xxxx Price Institutional Floating Rate Fund
X. Xxxx Price Institutional High Yield Fund

X. XXXX PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
X. Xxxx Price Institutional Africa & Middle East Fund
X. Xxxx Price Institutional Emerging Markets Bond Fund
X. Xxxx Price Institutional Emerging Markets Equity Fund
X. Xxxx Price Institutional Foreign Equity Fund
X. Xxxx Price Institutional Global Equity Fund
X. Xxxx Price Institutional Global Large-Cap Equity Fund
X. Xxxx Price Institutional International Bond Fund

X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price Africa & Middle East Fund
X. Xxxx Price Emerging Europe & Mediterranean Fund
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price European Stock Fund
X. Xxxx Price Global Large-Cap Stock Fund
X. Xxxx Price Global Large-Cap Stock--Advisor Class
X. Xxxx Price Global Stock Fund
X. Xxxx Price Global Stock Fund--Advisor Class
X. Xxxx Price International Bond Fund
X. Xxxx Price International Bond Fund--Advisor Class
X. Xxxx Price International Discovery Fund
X. Xxxx Price International Growth & Income 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
X. Xxxx Price International Stock Fund--Advisor Class
X. Xxxx Price International Stock Fund--R Class
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price Overseas Stock Fund

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 XXXXXX GROWTH FUND, INC.
X. Xxxx Price MidCap Growth Fund--Advisor Class
X. Xxxx Price Mid-Cap Growth Fund--R Class

X. XXXX PRICE MIDCAP 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 America Growth Fund--Advisor Class

X. XXXX PRICE NEW ERA FUND, INC.

X. XXXX PRICE NEW HORIZONS FUND, 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 Real Estate Fund--Advisor Class

X. XXXX PRICE RESERVE INVESTMENT FUNDS, INC.
X. Xxxx Price Reserve Investment Fund
X. Xxxx Price Government Reserve Investment Fund

X. Xxxx Price Retirement 2025 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 2035 Fund
X. Xxxx Price Retirement 2035 Fund--Advisor Class
X. Xxxx Price Retirement 2035 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 2045 Fund
X. Xxxx Price Retirement 2045 Fund--Advisor Class
X. Xxxx Price Retirement 2045 Fund--R Class
X. Xxxx Price Retirement 2050 Fund
X. Xxxx Price Retirement 2050 Fund--Advisor Class
X. Xxxx Price Retirement 2050 Fund--R Class
X. Xxxx Price Retirement 2055 Fund
X. Xxxx Price Retirement 2055 Fund--Advisor Class
X. Xxxx Price Retirement 2055 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 SHORTTERM BOND FUND, INC.
X. Xxxx Price Short-Term Bond Fund--Advisor Class

X. XXXX PRICE SHORT-TERM INCOME FUND, INC.

X. XXXX PRICE SMALL CAP STOCK FUND, INC
X. Xxxx Price Small-Cap Stock Fund-Advisor Class

X. XXXX PRICE SMALLCAP VALUE FUND, INC.
X. Xxxx Price SmallCap Value Fund--Advisor Class

X. XXXX PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund

X. XXXX PRICE STATE TAXFREE INCOME TRUST
Georgia TaxFree Bond Fund
Maryland ShortTerm TaxFree Bond Fund

Maryland TaxFree Bond Fund
Maryland TaxFree Money Fund
New Jersey TaxFree Bond Fund
New York Tax-Free Bond Fund
New York TaxFree Money Fund
Virginia TaxFree Bond Fund

X. XXXX PRICE STRATEGIC INCOME FUND, INC.
X. Xxxx Price Strategic Income Fund--Advisor Class

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 Income Fund
X. Xxxx Price Summit Municipal Intermediate Fund
X. Xxxx Price Summit Municipal Money Market Fund

X. XXXX PRICE TAXEFFICIENT FUNDS, INC.
X. Xxxx Price TaxEfficient Balanced Fund
X. Xxxx Price TaxEfficient Growth Fund
X. Xxxx Price TaxEfficient MultiCap Growth Fund

X. XXXX PRICE TAXEXEMPT MONEY FUND, INC.

X. XXXX PRICE TAXFREE HIGH YIELD FUND, INC.

X. XXXX PRICE TAXFREE INCOME FUND, INC.
X. Xxxx Price Tax-Free Income Fund--Advisor Class

X. XXXX PRICE TAXFREE 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 LongTerm Fund
U.S. Treasury Money Fund

X. XXXX PRICE VALUE FUND, INC.
X. Xxxx Price Value Fund--Advisor Class

AMENDMENT NO. 1

AGREEMENT

between

X. XXXX PRICE ASSOCIATES, INC.

and

THE X. XXXX PRICE FUNDS

for

FUND ACCOUNTING SERVICES

The Agreement for Fund Accounting Services of January 1, 2009, between X. Xxxx Price Associates, Inc. and each of the Parties listed on Appendix A thereto is hereby amended, as of March 19, 2009, by removing X. Xxxx Price Institutional Concentrated Large-Cap Value 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 TAXFREE INCOME TRUST
California TaxFree Bond Fund
California TaxFree Money Fund

X. XXXX PRICE CAPITAL APPRECIATION FUND
X. Xxxx Price Capital Appreciation Fund--Advisor Class

X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.
X. Xxxx Price Capital Opportunity Fund--Advisor Class
X. Xxxx Price Capital Opportunity Fund--R Class

X. XXXX PRICE CORPORATE INCOME FUND, INC.

X. XXXX PRICE DEVELOPING TECHNOLOGIES FUND, INC.

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

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

X. XXXX PRICE DIVIDEND GROWTH FUND, INC.
X. Xxxx Price Dividend Growth Fund--Advisor Class

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 FINANCIAL SERVICES FUND, INC.

X. XXXX PRICE FIXED INCOME SERIES, INC.
X. Xxxx Price LimitedTerm Bond Portfolio
X. Xxxx Price Limited-Term Bond Portfolio-II
X. Xxxx Price Prime Reserve Portfolio

X. XXXX PRICE GLOBAL REAL ESTATE FUND, INC.
X. Xxxx Price Global Real Estate Fund--Advisor Class

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 Large-Cap Core Growth Fund
X. Xxxx Price Institutional LargeCap Growth Fund
X. Xxxx Price Institutional LargeCap Value Fund
X. Xxxx Price Institutional MidCap Equity Growth Fund
X. Xxxx Price Institutional SmallCap Stock Fund
X. Xxxx Price Institutional U.S. Structured Research Fund

X. XXXX PRICE INSTITUTIONAL INCOME FUNDS, INC.
X. Xxxx Price Institutional Core Plus Fund
X. Xxxx Price Institutional Floating Rate Fund
X. Xxxx Price Institutional High Yield Fund

X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price Africa & Middle East Fund
X. Xxxx Price Emerging Europe & Mediterranean Fund
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price European Stock Fund
X. Xxxx Price Global Large-Cap Stock Fund
X. Xxxx Price Global Large-Cap Stock Fund--Advisor Class
X. Xxxx Price Global Stock Fund
X. Xxxx Price Global Stock Fund--Advisor Class
X. Xxxx Price International Bond Fund
X. Xxxx Price International Bond Fund--Advisor Class
X. Xxxx Price International Discovery Fund
X. Xxxx Price International Growth & Income 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
X. Xxxx Price International Stock Fund--Advisor Class
X. Xxxx Price International Stock Fund--R Class
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price Overseas Stock Fund

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 XXXXXX GROWTH FUND, INC.
X. Xxxx Price MidCap Growth Fund--Advisor Class
X. Xxxx Price Mid-Cap Growth Fund--R Class

X. XXXX PRICE MIDCAP 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 America Growth Fund--Advisor Class

X. XXXX PRICE NEW ERA FUND, INC.

X. XXXX PRICE NEW HORIZONS FUND, 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 Real Estate Fund--Advisor Class

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 2005 Fund
X. Xxxx Price Retirement 2005 Fund--Advisor Class
X. Xxxx Price Retirement 2005 Fund--R Class
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 2015 Fund
X. Xxxx Price Retirement 2015 Fund--Advisor Class
X. Xxxx Price Retirement 2015 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 2025 Fund
X. Xxxx Price Retirement 2025 Fund--Advisor Class
X. Xxxx Price Retirement 2025 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 2035 Fund
X. Xxxx Price Retirement 2035 Fund--Advisor Class
X. Xxxx Price Retirement 2035 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 2045 Fund
X. Xxxx Price Retirement 2045 Fund--Advisor Class
X. Xxxx Price Retirement 2045 Fund--R Class
X. Xxxx Price Retirement 2050 Fund
X. Xxxx Price Retirement 2050 Fund--Advisor Class
X. Xxxx Price Retirement 2050 Fund--R Class
X. Xxxx Price Retirement 2055 Fund
X. Xxxx Price Retirement 2055 Fund--Advisor Class
X. Xxxx Price Retirement 2055 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 SHORTTERM BOND FUND, INC.
X. Xxxx Price Short-Term Bond Fund--Advisor Class

X. XXXX PRICE SHORT-TERM INCOME FUND, INC.

X. XXXX PRICE SMALL CAP STOCK FUND, INC
X. Xxxx Price Small-Cap Stock Fund-Advisor Class

X. XXXX PRICE SMALLCAP VALUE FUND, INC.
X. Xxxx Price SmallCap Value Fund--Advisor Class

X. XXXX PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund

X. XXXX PRICE STATE TAXFREE INCOME TRUST
Georgia TaxFree Bond Fund
Maryland ShortTerm TaxFree Bond Fund
Maryland TaxFree Bond Fund
Maryland TaxFree Money Fund
New Jersey TaxFree Bond Fund
New York Tax-Free Bond Fund
New York TaxFree Money Fund
Virginia TaxFree Bond Fund

X. XXXX PRICE STRATEGIC INCOME FUND, INC.
X. Xxxx Price Strategic Income Fund--Advisor Class

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 Income Fund
X. Xxxx Price Summit Municipal Intermediate Fund
X. Xxxx Price Summit Municipal Money Market Fund

X. XXXX PRICE TAXEFFICIENT FUNDS, INC.
X. Xxxx Price TaxEfficient Balanced Fund
X. Xxxx Price TaxEfficient Growth Fund
X. Xxxx Price TaxEfficient MultiCap Growth Fund

X. XXXX PRICE TAXEXEMPT MONEY FUND, INC.

X. XXXX PRICE TAXFREE HIGH YIELD FUND, INC.

X. XXXX PRICE TAXFREE INCOME FUND, INC.
X. Xxxx Price Tax-Free Income Fund--Advisor Class

X. XXXX PRICE TAXFREE 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 LongTerm Fund
U.S. Treasury Money Fund

X. XXXX PRICE VALUE FUND, INC.
X. Xxxx Price Value Fund--Advisor Class

Attest:
/s/Xxxxxxxx X. Xxxxxxx ___________________________________ Xxxxxxxx X. Xxxxxxx Secretary	/s/Xxxxxxx X. Xxxxxx By: __________________________________ Xxxxxxx X. Xxxxxx Treasurer

Attest:	X. XXXX PRICE ASSOCIATES, INC.
/s/Xxxxxxx X. Xxx Xxxx ___________________________________ Xxxxxxx X. Xxx Xxxx Secretary	/s/Xxxxx Xxxxxxxxxxx By: __________________________________ Xxxxx Xxxxxxxxxxx Vice President

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Table of Contents

Page Article A Terms of Appointment/Duties of Price Associates 1 Article B Fees and Expenses 3 Article C Representations and Warranties of Price Associates 3 Article D Representations and Warranties of the Fund 4 Article E Ownership of Software and...

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