PAGE 1
Registration Nos. 33-29697/811-5833
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
Post-Effective Amendment No. 5
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / X /
Amendment No. 8
Fiscal Year Ended October 31, 1993
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
100 East Pratt Street
Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (410) 547-2000
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 2l202
_________________________
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering May 1, 1994
It is proposed that this filing will become effective (check
appropriate box):
/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/X/ on May 1, 1994, pursuant to paragraph (a) of Rule (485)
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933+
________________________________________________________________
PAGE 2
Pursuant to Section 24f-2 of the Investment Company Act of 1940,
the Registrant has registered an indefinite number of securities
under the Securities Act of 1933 and intends to file a 24f-2
Notice by February 28, 1994.
+Not applicable, as no securities are being registered by this
Post-Effective Amendment No. 5 to the Registration Statement.
PAGE 3
The Registration Statement of Institutional
International Funds, Inc.-Foreign Equity Fund on Form N-1A (File
Number 33-29697) is hereby amended under the Securities Act of
1933 to update the Registrant's financial statements, make other
changes in the Registrant's Prospectus and Statement of
Additional Information, and to satisfy the annual amendment
requirements of Rule 8b-16 under the Investment Company Act of
1940.
This Amendment consists of the following:
Cross Reference Sheet
Part A of Form N-lA, Revised Prospectus
Part B of Form N-lA, Statement of Additional Information
Part C of Form N-1A, Other Information
Accountants' Consent
PAGE 4
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
FOREIGN EQUITY FUND
CROSS REFERENCE SHEET
N-1A Item No. Location
PART A
Item 1. Cover Page Cover Page
Item 2. Synopsis Summary of Fund Fees
and Expenses
Item 3. Condensed Financial Information Financial
Highlights
Item 4. General Description of Investment Summary;
Registrant Investment Objective
and Program; Investing
in International
Stocks;
Summary of
Fund Fees and
Expenses; Risk Factors;
Investment Policies;
Performance
Information;
Capital Stock
Item 5. Management of Fund Summary of Fund Fees
and Expenses;
Expenses and
Management Fee;
Management of the
Fund
Item 5A. Management's Discussion +
of Fund Performance
Item 6. Capital Stock and Other Capital Stock;
Securities Dividends
and Distributions;
Taxes;
Item 7. Purchase of Securities Being How to Purchase,
Offered Exchange, and Redeem
Shares; Completing the
New Account Form; NAV,
Pricing, and Effective
Date; Conditions of
Your Purchase;
Services
Item 8. Redemption or Repurchase How to Purchase,
Exchange, and Redeem
Shares;
NAV, Pricing,
and Effective Date;
Receiving Your Proceeds
Item 9. Pending Legal Proceedings +
PAGE 5
PART B
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History +
Item 13. Investment Objectives and Investment Objective;
Policies Investment Objective
and Policies;
Investment
Program; Investment
Restrictions;
Investment
Performance
Item 14. Management of the Registrant Management of Fund
Item 15. Control Persons and Principal Principal Holders of
Holders of Securities Securities
Item 16. Investment Advisory and Other Investment Management
Services Services; Custodian;
Legal Counsel;
Independent
Accountants
Item 17. Brokerage Allocation Portfolio Transactions
Item 18. Capital Stock and Other Dividends; Capital
Securities Stock
Item 19. Purchase, Redemption and Pricing of Securities;
Pricing of Securities Being Net Asset
Offered Value Per
Share; Redemptions
in Kind;
Distributions;
Federal and State
Registration of Shares
Item 20. Tax Status Tax Status
Item 21. Underwriters Distributor for Fund
Item 22. Calculation of Yield Quotations
of Money Market Funds +
Item 23. Financial Statements Incorporated by
Reference
from Annual Report
PART C
Information required to be included in Part C is set forth under
the appropriate item, so numbered, in Part C to this Registration
Statement.
+Not applicable or negative answer.
PAGE 6
PAGE 1
Foreign
Equity Fund Investment Summary
The Fund seeks long-term growth of capital
by investing primarily in the common stocks
Prospectus of established non-U.S. companies. It is
May 1, 1994 designed for investors seeking long-term
Institutional growth of capital and income.
International Funds, Inc. ________________________________________
Rowe Price-Fleming International, Inc.
(Price-Fleming), the Fund's manager, was
Table of Contents founded in 1979 as a joint venture between
T. Rowe Price Associates, Inc. (T. Rowe
Investment Objective and Price) and Robert Fleming Holdings Limited.
Program Price-Fleming is one of America's largest
Summary of Fund Fees and international mutual fund asset managers
Expenses with approximately $7.5 billion under
Financial Highlights management in its offices in Baltimore,
Risk Factors London, Tokyo, and Hong Kong.
Investing in ___________________________________________
International Stocks This prospectus contains information you
Investment Policies should know about the Fund before you
Performance Information invest. Please keep it for future
Capital Stock reference. A Statement of Additional
How to Purchase, Information for the Fund (dated May 1,
Exchange, and Redeem 1994) has been filed with the Securities
Shares and Exchange Commission and is incorporated
Completing the New by reference in this prospectus. It is
Account Form available at no charge by calling: 1-800-
NAV, Pricing, and 638-7890, extension 2006.
Effective Date
Receiving Your Proceeds THESE SECURITIES HAVE NOT BEEN APPROVED OR
Dividends and DISAPPROVED BY THE SECURITIES AND EXCHANGE
Distributions COMMISSION, OR ANY STATE SECURITIES
Conditions of Your COMMISSION, NOR HAS THE SECURITIES AND
Purchase EXCHANGE COMMISSION, OR ANY STATE
Services SECURITIES COMMISSION, PASSED UPON THE
Taxes ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
Expenses and Management ANY REPRESENTATION TO THE CONTRARY IS A
Fee CRIMINAL OFFENSE.
Management of the Fund
INVESTMENT The Foreign Equity Fund's (the Fund)
OBJECTIVE investment objective is to seek long-term
AND PROGRAM growth of capital by investing primarily in
the common stocks of established non-U.S.
companies. It is designed for investors
seeking long-term growth of capital and
income.
The share price of the Fund will
fluctuate with market, economic, and
foreign exchange conditions, and your
investment may be worth more or less when
redeemed than when purchased. The Fund
should not be relied upon as a complete
investment program, nor used to play
short-term swings in the stock or foreign
exchange markets. The Fund is subject to
risks unique to international investing.
See extensive discussion under Risk Factors
beginning on page __. Further, there is no
assurance that the favorable trends
discussed below will continue, and the Fund
cannot guarantee it will achieve its
investment objective.
International investing can complement your
investment portfolio by enabling you to:
1) diversify your portfolio holdings, and
2) participate in economies and markets
outside the United States, many of which
are growing faster than the United States.
Foreign securities offer an effective
means of diversifying an investment
portfolio on a global basis. By
diversifying the Fund's holdings among a
broad array of countries, the Fund's total
return is no longer dependent on the
economic, market, or currency performance
of any one country. Historically, there
has been a wide and largely unrelated
variation in performance within the
international securities markets. Such
diversification may, therefore, enhance
investment returns and reduce risks.
In addition, many foreign markets and
economies have been outperforming those of
the United States. Over the last 30 years,
the returns from equity investments in such
countries have often exceeded the return on
similar investments in the United States.
International investing also provides
investors with a greater selection of
investment opportunities. Investors are
excluding approximately one-half of the
world's stocks (based on market value) if
they invest solely within the United
States.
The Fund intends to broadly diversify
investments in the Far East, Western
Europe, Australia, and Canada, as well as
other areas and countries. The Fund
Manager will utilize affiliated offices in
Europe and the Far East to research
hundreds of companies worldwide. In
determining the appropriate distribution of
investments among countries and regions,
the Fund Manager considers the prospects
for relative economic growth, expected
levels of inflation, government policies,
and the outlook for currency relationships,
among other factors.
In seeking its objective, the Fund
normally will be fully invested in common
stocks of established foreign companies.
Normally, at least 80% of the Fund's total
assets will be invested in the equity
securities of at least three different
countries outside the United States. In
order to increase total return or for short
term liquidity needs, the Fund may invest
up to 20% of its assets in any other type
of securities including preferred stocks
and warrants, convertible securities,
bonds, notes, and other debt securities
(including Eurodollar securities), and
obligations of domestic and foreign
governments and their political
subdivisions.
Under exceptional economic or market
conditions abroad, the Fund may temporarily
invest all or a major portion of its assets
in U.S. government securities or U.S.
corporate debt obligations. Also, the Fund
may enter into forward currency contracts
in order to protect against exchange rate
risks.
Please see Investment Policies for a more
complete description of the Fund's
investments.
SUMMARY OF Shown below are all expenses and fees the
FUND FEES Fund incurred during its fiscal year.
AND EXPENSES Where applicable, expenses were restated to
reflect current fees. These expenses are
expressed as a percent of average Fund net
assets. More information about these
expenses may be found below and under
Expenses and Management Fee and in the
Statement of Additional Information under
Limitation on Fund Expenses.
Shareholder Annual Fund
Transaction Expenses Expenses
Sales load None Management fee 0.70%
"charge" on purchases Total other 0.16%
Sales load None (Shareholder
"charge" on servicing,
reinvested dividends custodial,
Redemption fees None auditing, etc.)+
Exchange fees None Distribution None
fees (12b-1) _____
Total Fund
Expenses 0.86%
+The Fund charges a $5.00 fee for wire
redemptions under $5,000, subject to change
without notice.
Example of The following example illustrates the
Fund expenses. expenses you would incur on a $1,000
investment, assuming a 5% annual rate of
return and redemption at the end of each
period shown. For example, expenses for
the first year in the Fund would be $9.
This is an illustration only. Actual
expenses and performance may be more or
less than shown.
1 Year--$9 3 Years--$27 5 Years--$48
10 Years--$106___
FINANCIAL The following table provides information
HIGHLIGHTS about the Fund's financial history. It is
based on a single share outstanding
throughout each fiscal period (which ends
on the last day of December for the periods
1989-1992 and the last day of October for
1993). The table is part of the Fund's
financial statements which are included in
the Fund's annual report and incorporated
by reference into the Statement of
Additional Information, which is available
to shareholders. The financial statements
in the annual report have been audited by
Coopers & Lybrand, independent accountants,
whose unqualified report covers the periods
shown.
Investment Activities Distributions
Net Real-
ized and
Net Unreal- Total
Asset ized Gain from
Value, Net (Loss) Invest- Net Net
Begin- Invest- on ment Invest-Real- Total
Year Ended, ning of ment Invest- Activi- ment lized Distri-
December 31 Year Income ments ties Income Gain butions
_________________________________________________________________
1989+ $10.00 $.05 $.61 $.66 $(.04)-- $(.04)
1990 10.62 .23 (1.10) (.87) (.21)-- (.21)
1991 9.54 .18 1.28 1.46 (.18)$(.09) (.27)
1992 10.73 .17 (.57) (.40) (.18) (.10) (.28)
1993+++ 10.05 .13 3.14 3.27 -- -- --
End of Period
Ratio
of
Ratio Net
of Invest-
Net Expenses ment Port-
Asset to Income
folio
Value, Net Average to Aver- Turn-
Year Ended, End of Total Assets (in Net age Net over
December 31 Year Return thousands) Assets Assets Rate
_________________________________________________________________
1989+ $10.62 6.6%!! $ 50,252 1.10%++ 1.43% 13.8%
1990 9.54 (8.2)% 83,645 1.01++! 2.23 44.6
1991 10.73 15.4% 143,822 1.00++! 1.64 46.7
1992 10.05 (3.7)% 238,979 0.99 1.49 35.1
1993+++ 13.32 32.5%!! 489,389 0.86!!! 1.65!!!27.4!!!
__________________________________________________________________
+ For the period September 7, 1989 (commencement of operations) to
December 31, 1989.
++ Excludes expenses in excess of a 1.10% voluntary expense limitation
in effect through February 28, 1990.
+++The Fund's fiscal year-end was changed to October 31.
! Excludes expenses in excess of a 1.00% voluntary expense limitation
in effect from March 1, 1990 through December 31, 1991.
!! Not annualized.
!!!Annualized.
________________________ ___________________________________________
RISK FACTORS Investors should understand and consider
carefully the special risks involved in
foreign investing. These risks are often
heightened for investments in emerging or
developing countries.
Foreign Currency. Investments in foreign
companies will require the Fund to hold
securities and funds denominated in foreign
currencies. As a result, the value of the
assets of the Fund as measured in U.S.
dollars may be affected significantly,
favorably or unfavorably, by changes in
foreign currency exchange rates, currency
restrictions, and exchange control
regulations, and the Fund may incur costs
in connection with conversions between
various currencies. Exchange rate
movements can be large and endure for
extended periods of time. For example, the
Japanese yen has been appreciating against
the U.S. dollar since 1985. This has
increased the returns of persons purchasing
Japanese securities with U.S. dollars.
However, there is no guarantee this trend
will continue, and its reversal would
adversely affect such returns.
Costs. The expense to individual investors
of investing directly in foreign securities
are higher than investing in U.S.
securities. While the Fund offers a very
efficient way for individual investors to
participate in foreign markets, its
expenses, including advisory and custodial
fees, are also higher than the typical
domestic equity mutual fund.
Economic and Trade Factors. The economies
of the countries in which the Fund may
invest (portfolio countries) may differ
favorably or unfavorably from the U.S.
economy and may be less developed or
diverse. Certain of these countries, for
example Japan, are heavily dependent upon
international trade. Accordingly, they
have been and may continue to be adversely
affected by trade barriers and other
protectionist or retaliatory measures of,
as well as economic conditions in, the U.S.
and other countries with which they trade.
Certain countries may be heavily dependent
on a limited number of commodities and thus
vulnerable to weaknesses in world prices
for these commodities. Finally, there is
no assurance that the pattern of growth
exhibited by certain of the portfolio
countries in the past will continue.
Political Factors. The internal politics
of certain of the portfolio countries are
not as stable as in the United States. In
addition, significant external political
risks, including war, currently affect some
of the countries. Finally, governments in
certain of the countries continue to
participate to a substantial degree,
through ownership interests or regulation,
in their respective economies and
securities markets. Action by these
governments could include restrictions on
foreign investment, nationalization,
expropriation of assets, or imposition of
taxes. Any of these actions could have a
significant effect on market prices of
securities, the ability of the Fund to
repatriate capital and income, and the
value of the Fund's investments.
Market Characteristics. Many of the
securities markets of the portfolio
countries have substantially less volume
than comparable U.S. markets, and the
securities of some companies in these
countries may be less liquid and more
volatile than securities of comparable U.S.
companies. In certain markets, for example
in Japan, common stocks may trade at
considerably higher valuation levels than
U.S. common stocks. Accordingly, many of
these markets may be subject to a greater
volatility, be more influenced by adverse
events generally affecting the market and
by large investors trading significant
blocks of securities, than is usual in the
United States. The settlement practices of
the portfolio countries may include delays
and otherwise differ from those customary
in U.S. markets.
Legal and Regulatory. Certain of the
portfolio countries lack uniform
accounting, auditing, and financial
reporting standards, may have less
governmental supervision of securities
markets, brokers, and issuers of
securities, and less financial information
available to investors than is usual in the
United States. For example, there have
been revelations that major broker-dealers
in Japan have engaged in a variety of
fraudulent and manipulative practices.
Finally, there may be difficulty in
enforcing legal rights outside the United
States.
Eastern Europe. The Fund may from time to
time invest up to 5% of its assets in
securities of companies located in Eastern
Europe and the former Soviet block.
Reforms away from centrally planned
economies and state owned industries are
still in their infancy. As a result,
investments in such countries would be
highly speculative and could result in
losses to the Fund. Although significant
uncertainties for investment remain, Price-
Fleming considers the current outlook for
certain countries in this region to be
positive and expects the Fund to be in a
position to take advantage of opportunities
as they arise.
Foreign Exchanges and Markets. The Fund's
portfolio securities from time to time may
be listed on foreign exchanges or traded in
foreign markets which trade on days (such
as Saturday) when the Fund does not compute
its price or accept orders for the
purchase, redemption or exchange of its
shares. As a result, the net asset value
of the Fund may be significantly affected
by trading on days when shareholders cannot
make transactions.
________________________ ___________________________________________
INVESTING IN Common stocks of foreign companies offer a
INTERNATIONAL STOCKS way to invest for long-term growth of
capital. As an economy expands, corporate
profits generally grow, and share values
rise.
The long-term rise of foreign stock prices
as a group has been punctuated by periodic
declines. As in the U.S., share prices of
even the best managed, most profitable
corporations are subject to market risk,
which means they can fluctuate widely. For
this reason, investors in either foreign or
domestic stocks should have a long-term
investment horizon and be willing to wait
out bear markets.
The accompanying charts show year-by-year
foreign stock returns as well as longer-
term performance. (The major international
stock markets are represented by Morgan
Stanley Capital International's EAFE Index
(Europe, Australia, Far East). In seven of
the years from 1970, when the Index began,
through 1993, foreign stocks posted
negative returns, as shown, which means
they rose about 70% of the time. For this
same time span, however, all cumulative
returns for 10-year rolling periods were
positive. Thus, the risk of incurring a
loss was reduced considerably for longer
holding periods.
Your investment in the Fund will be
subject to the fluctuations -- up or down
-- described above. You should weigh this
factor carefully before investing.
Annual Returns on Foreign Stocks
(MSCI EAFE Index)*
Annual Total Returns
1979161.50 1987 678.56
1980263.58 1988 645.46
1981174.30 1989 677.95
1982 97.56 1990 380.16
1983186.83 1991 445.82
1984297.34 1992 385.31
1985354.42 1993 417.77
1986644.09
10-Year Cumulative Total Return
1970-10.50 1982 -0.86
1971 31.17 1983 24.61
1972 37.65 1984 7.86
1973-14.17 1985 56.72
1974-22.13 1986 69.94
1975 37.04 1987 24.93
1976 3.78 1988 28.59
1977 19.40 1989 10.80
1978 34.30 1990 -23.20
1979 6.17 1991 12.50
1980 24.44 1992 -11.85
1981 -1.04 1993 32.94
*These charts are intended as an
illustration of historical common stock
behavior and does not represent the
performance of any T. Rowe Price mutual
fund. Past results do not indicate future
returns.
INVESTMENT The Fund's investment program and policies
POLICIES are subject to further restrictions and
risks which are described in the Statement
of Additional Information. The Fund will
not make a material change in its
investment objective or a change in its
fundamental policies without obtaining
shareholder approval. The Fund's
investment program, unless otherwise
specified, is not a fundamental policy and
may be changed without shareholder
approval. Shareholders will be notified of
any material change in the investment
program. In addition to the investments
described below, the Fund's investments may
include, but are not limited to, American
Depository Receipts (ADRs), European
Depository Receipts (EDRs), American
Depository Shares (ADSs), bonds, notes,
other debt securities of foreign issuers,
securities of foreign investment funds or
trusts (including passive foreign
investment companies), and the investments
described under Investment Program.
Cash Reserves. While the Fund will remain
primarily invested in common stocks, it
may, for temporary defensive purposes,
invest in reserves without limitation. The
Fund may also establish and maintain
reserves as Price-Fleming believes is
advisable to facilitate the Fund's cash
flor needs (e.g., redemptions, expenses,
and purchases of portfolio securities).
The Fund's reserves will be invested in
domestic and foreign money market
instruments rated within the top two credit
categories by a national rating
organization or, if unrated, the T. Rowe
Price equivalent.
Convertible Securities, Preferred Stocks,
and Warrants. The Fund may invest in debt
or preferred equity securities convertible
into or exchangeable for equity securities.
Preferred stocks are securities that
represent an ownership interest in a
corporation providing the owner with claims
on the company's earnings and assets before
common stock owners, but after bond owners.
Warrants are options to buy a stated number
of shares of common stock at a specified
price any time during the life of the
warrants (generally, two or more years).
Foreign Currency Transactions. The Fund
will normally conduct its foreign currency
exchange transactions either on a spot
(i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange
market, or through entering into forward
contracts to purchase or sell foreign
currencies. The Fund will generally not
enter into a forward contract with a term
of greater than one year.
The Fund will generally enter into forward
foreign currency exchange contracts only
under two circumstances. First, when the
Fund enters into a contract for the
purchase or sale of a security denominated
in a foreign currency, it may desire to
"lock in" the U.S. dollar price of the
security. Second, when Price-Fleming
believes that the currency of a particular
foreign country may suffer or enjoy a
substantial movement against another
currency, it may enter into a forward
contract to sell or buy the former foreign
currency (or another currency which acts as
a proxy for that currency) approximating
the value of some or all of the Fund's
portfolio securities denominated in such
foreign currency. Under certain
circumstances, the Fund may commit a
substantial portion or the entire value of
its portfolio to the consummation of these
contracts. Price-Fleming will consider the
effect such a commitment of its portfolio
to forward contracts would have on the
investment program of the Fund and the
flexibility of the Fund to purchase
additional securities. Although forward
contracts will be used primarily to protect
the Fund from adverse currency movements,
they also involve the risk that anticipated
currency movements will not be accurately
predicted and the Fund's total return could
be adversely affected as a result.
Futures Contracts and Options. The Fund
may enter into stock index or currency
futures contracts (or options thereon) to
hedge a portion of the Fund's portfolio, to
provide an efficient means of regulating
the Fund's exposure to the equity markets,
or as a hedge against changes in prevailing
levels of currency exchange rates. The
Fund will not use futures contracts for
speculation. The Fund will limit its use
of futures contracts so that no more than
5% of its total assets would be committed
to initial margin deposits or premiums on
such contracts. Such contracts may be
traded on U.S. or foreign exchanges. The
Fund may write covered call options and
purchase put and call options on foreign
currencies, securities, and stock indices.
The aggregate market value of the Fund's
portfolio securities or currencies covering
call or put options will not exceed 25% of
the Fund's net assets. Futures contracts
and options can be highly volatile and
could reduce the Fund's total return and
the Fund's attempt to use such investments
for hedging purposes may not be successful.
Successful futures strategies require the
ability to predict future movements in
securities prices, interest rates and other
economic factors. The Fund's potential
losses from the use of futures extends
beyond its initial investment in such
contracts. Also, losses from options and
futures could be significant if the Fund is
unable to close out its position due to
disruptions in the market or lack of
liquidity.
Hybrid Investments. As part of its
investment program and to maintain greater
flexibility, the Fund may invest in
instruments which have the characteristics
of futures and securities. Such securities
may take a variety of forms, such as debt
securities with interest or principal
payments determined by reference to the
value of a currency or commodity at a
future point in time. The risks of such
investments could reflect the risks of
investing in futures, currencies and
securities, including volatility and
illiquidity.
Illiquid Securities. The Fund may acquire
illiquid securities (no more than 10% of
net assets). Because an active trading
market does not exist for such securities,
the sale of such securities may be subject
to delay and additional costs. The Fund
will not invest more than 5% of its total
assets in restricted securities (other than
securities eligible for resale under Rule
144A of the Securities Act of 1933).
Repurchase Agreements. The Fund may enter
into repurchase agreements with a
well-established securities dealer or a
bank which is a member of the Federal
Reserve System. In the event of a
bankruptcy or default of certain sellers of
repurchase agreements, the Fund could
experience costs and delays in liquidating
the underlying security, which is held as
collateral, and the Fund might incur a loss
if the value of the collateral held
declines during this period.
Portfolio Turnover. The Fund will
generally not trade in securities for
short-term profits but, when circumstances
warrant, securities may be purchased and
sold without regard to the length of time
held. The Fund's portfolio turnover rate
for the years 1993, 1992, and 1991, were
27.4%, 35.1%, and 46.7%, respectively.
Fundamental Investment Policies. As a
matter of fundamental policy, the Fund will
not, among other things: (1) purchase a
security of any issuer if, as a result, it
would: (a) cause the Fund to have more than
25% of its total assets concentrated in any
one industry, provided that, as a matter of
operating policy, the Fund will not invest
more than 25% of its total assets in
securities issued by any one foreign
government or (b) with respect to 75% of
its assets, cause the Fund's holdings of
that issuer to amount to more than 5% of
the Fund's total assets or cause the Fund
to own more than 10% of the outstanding
voting securities of the issuer, provided
that, as an operating policy, the Fund will
not purchase a security if, as a result,
more than 10% of the outstanding voting
securities of any issuer would be held by
the Fund; (2) borrow money except
temporarily from banks to facilitate
redemption requests in amounts not
exceeding 30% of its total assets valued at
market; or (3) in any manner transfer as
collateral for indebtedness any security of
the Fund except in connection with
permissible borrowings, which in no event
will exceed 30% of the Fund's total assets
valued at market.
Other Investment Policies. As a matter of
operating policy, the Fund will not, among
other things: (1) purchase a security of
any issuer if, as a result, more than 5% of
the value of the Fund's total assets would
be invested in the securities of unseasoned
issuers which at the time of purchase have
been in operation for less than three
years, including predecessors and
unconditional guarantors; and (2) purchase
additional securities when money borrowed
exceeds 5% of the Fund's total assets.
PERFORMANCE The Fund may advertise total return figures
INFORMATION on both a cumulative and compound average
annual basis and compare them to various
indices (e.g., the S&P 500), other mutual
funds or other performance measures. (The
total return of the Fund consists of the
change in its net asset value per share and
the net income it earns.) Cumulative total
return compares the amount invested at the
beginning of a period with the amount
redeemed at the end of the period, assuming
the reinvestment of all dividends and
capital gain distributions. The compound
average annual total return indicates a
yearly compound average of the Fund's
performance, derived from the cumulative
total return figure. The annual compound
rate of return for the Fund may vary from
any average. Further information about the
Fund's performance is contained in its
annual report which is available free of
charge.
CAPITAL STOCK Institutional International Funds, Inc.
(Institutional International) is a Maryland
corporation organized in 1989 and
registered with the Securities and Exchange
Commission under the Investment Company Act
of 1940 as a diversified, open-end
investment company, commonly known as a
"mutual fund." A mutual fund, such as the
Fund, enables shareholders to: (1) obtain
professional management of investments,
including Price-Fleming's proprietary
research; (2) diversify their portfolio to
a greater degree than would be generally
possible if they were investing as
individuals and thereby reduce, but not
eliminate risks; and (3) simplify the
recordkeeping and reduce transaction costs
associated with investments. Institutional
International is a series fund and has the
authority to issue other series in addition
to the Foreign Equity Fund, currently in
existence.
The Fund has an investment advisory group
that has day-to-day responsibility for
managing the portfolio and developing and
executing the Fund's investment program.
The Fund's advisory group is composed of
the following members: Martin G. Wade,
Christopher Alderson, Peter Askew, David
Boardman, Richard J. Bruce, Mark J.T.
Edwards, John R. Ford, Robert C. Howe,
James B.M. Seddon, Benedict R.F. Thomas,
and David J.L. Warren.
Shareholder Rights. Institutional
International issues one class of capital
stock, all shares of which have equal
rights with regard to voting, redemptions,
dividends, distributions, and liquidations.
Fractional shares have voting rights and
participate in any distributions and
dividends. Shareholders have no preemptive
or conversion rights; nor do they have
cumulative voting rights. When the Fund's
shares are issued, they are fully paid and
nonassessable. Institutional International
does not routinely hold annual meetings of
shareholders. However, if shareholders
representing at least 10% of all votes of
Institutional International entitled to be
cast so desire, they may call a special
meeting of shareholders of Institutional
International for the purpose of voting on
the question of the removal of any
director(s). The total authorized capital
stock of the Fund consists of 1,000,000,000
shares, each having a par value of $.01.
HOW TO Open a New Account: Minimum initial
PURCHASE, investment: $100,000
EXCHANGE, Financial Institutions Division: 1-800-638-
AND REDEEM 7780 (in Baltimore, 581-7290)
SHARES
Payable to Foreign Equity Fund. The
minimum investment for an institutional
investor may be satisfied by combining up
to four accounts with the Fund. (See
Redemptions in Kind in the Fund's Statement
of Additional Information for further
information on the issuance of Fund shares
for securities or assets other than cash.)
Financial All initial and subsequent investments must
Institutions be made by bank wire.
Division:
1-800-638-7780 By Mail Regular, Mailgram, Express,
(in Baltimore, 581-7290) Registered, or Certified
Mail
T. Rowe Price
Special Account Services
100 East Pratt Street
Baltimore, MD 21202
___________________________________________
By Wire Wire Address
(to give to your bank):
Morgan Guaranty Trust
Company of New York
ABA #021000238
T. Rowe Price Foreign
Equity Fund/AC-00153938
Account name(s) and
account number
___________________________________________
Purchase Additional Shares: Minimum:
$25,000
By Phone Call Financial Institutions
Division at 1-800-638-7780
(in Baltimore, 581-7290).
By Wire See Wire Instructions in
previous section.
___________________________________________
Exchange and Redeem Shares:
By Phone Call Financial Institutions
Division at 1-800-638-7780
(in Baltimore, 581-7290).
If you find our phones busy
during unusually volatile
markets, please consider
placing your order by
express mail or mailgram.
For exchange policy, see
Excessive Trading and
Exchange Limitations, page
9. Redemption proceeds can
be mailed, sent by Bank-Fund
Transfer, or wired to your
bank.
By Mail Indicate account name(s) and
numbers, fund names, and
exchange or redemption
amount. We require the
signature of all owners
exactly as registered, and
possibly a signature
guarantee (see Signature
Guarantees on page __).
COMPLETING The Fund is designed to meet the needs of
THE NEW institutional investors particularly trust
ACCOUNT FORM companies, acting for themselves, or in a
fiduciary, advisory, agency, custodial or
similar capacity. Fund shares may not be
purchased directly by individual investors,
although institutions may purchase shares
on behalf of individuals.
Tax Identification Number. We must have
your correct corporate tax identification
number and a signed New Account Form or W-9
Form. Otherwise, federal law requires the
Fund to withhold 31% (or such other amount
required by applicable IRS regulations) of
your dividends, capital gain distributions,
and redemptions, and may subject you to an
IRS fine. You also will be prohibited from
opening another account by exchange. If
this information is not received within 60
days after your account is established,
your account may be redeemed, priced at the
NAV on the date of the redemption.
Signature Guarantees. A signature
guarantee is designed to protect you and
the Fund by verifying your signature. You
will need one to:
(1) Redeem over $50,000 by written request
(unless you have authorized telephone
services).
2) Redeem or exchange shares when
proceeds are: (i) being mailed to an
address other than the address of record,
(ii) made payable to other than the
registered owner(s), or (iii) being sent to
a bank account other than the bank account
listed on your fund account.
(3) Transfer shares to another owner.
(4) Send us written instructions asking us
to wire redemption proceeds (unless
previously authorized).
These requirements may be waived or
modified in certain instances.
Acceptable guarantors are all eligible
guarantor institutions as defined by the
Securities Exchange Act of 1934 such as:
commercial banks which are FDIC members,
trust companies, firms which are members of
a domestic stock exchange, and foreign
branches of any of the above. We cannot
accept guarantees from institutions or
individuals who do not provide
reimbursement in the case of fraud, such as
notaries public.
NAV, Net Asset Value Per Share (NAV). The NAV
PRICING, AND per share, or share price, for the Fund is
EFFECTIVE normally determined as of 4:00 pm Eastern
DATE Time (ET) each day the New York Stock
Exchange is open. The Fund's share price
is calculated by subtracting its liabilitie
s from its total assets and dividing the
result by the total number of shares
outstanding. Among other things, the
Fund's liabilities include accrued expenses
and dividends payable, and its total assets
include portfolio securities valued at
market as well as income accrued but not
yet received.
Purchased shares are priced at that
day's NAV if your request is received
before 4:00 pm ET in good order. (See How
to Purchase, Exchange, and Redeem Shares
and Completing the New Account Form.) If
received later than 4:00 pm ET, shares will
be priced at the next business day's NAV.
Redemptions are priced at that day's NAV
if your request is received before 4:00 pm
ET in good order at the transfer agent's
offices at T. Rowe Price Account Services,
P.O. Box 89000, Baltimore, MD 21289-0220.
If received after 4:00 pm ET, shares will
be priced at the next business day's NAV.
We cannot accept requests which specify a
particular date for purchase or redemption
or which specify any special conditions.
If your redemption request cannot be
accepted, you will be notified and given
further instructions.
Redemptions in Excess of $250,000.
Redemption proceeds are normally paid in
cash. However, if you redeem more than
$250,000, or 1% of the Fund's net assets,
in any 90-day period, the Fund may in its
discretion: (1) pay the difference between
the redemption amount and the lesser of
these two figures with securities of the
Fund or (2) delay the transmission of your
proceeds for up to five business days after
your request is received.
Banks. Purchases or redemptions through
banks, trust companies, and other
institutions may be subject to service fees
imposed by those entities.
The Fund reserves the right to change the
time at which purchases and redemptions are
priced if the New York Stock Exchange
closes at a time other than 4:00 pm ET or
an emergency exists.
RECEIVING Redemption proceeds are mailed to the
YOUR PROCEEDS address, or sent by wire or ACH transfer to
the bank account, designated on your New
Account Form. They are generally sent the
next business day after your redemption
request is received in good order.
Proceeds sent by bank wire should be
credited to your bank account the next
business day and proceeds sent by ACH
transfer should be credited the second day
after the sale. In addition, under unusual
conditions, or when deemed to be in the
best interests of the Fund, redemption
proceeds may not be sent for up to five
business days after your request is
received to allow for the orderly
liquidation of securities. Requests by
mail for wire redemptions (unless
previously authorized) must have a
signature guarantee.
DIVIDENDS AND The Fund distributes all net investment
DISTRIBUTIONS income and capital gains to shareholders.
Dividends from net investment income and
distributions from capital gains, if any,
are normally declared in December and paid
in January. Dividends and distributions
declared by the Fund will be reinvested
unless you choose an alternative payment
option on the New Account Form. Dividends
not reinvested are paid by check. If the
U.S. Postal Service cannot deliver your
check, or if your check remains uncashed
for six months, the Fund reserves the right
to reinvest your distribution check in your
account at the then current NAV and convert
your election to automatic reinvestment in
shares of the Fund.
CONDITIONS Account Balance. If your accounts drop
OF YOUR below $100,000 for three months or more,
PURCHASE the Fund has the right to close your
account(s), after giving 60 days' notice,
unless you make additional investments to
bring your account value to $100,000 or
more.
Excessive Trading and Exchange Limitations.
To protect Fund shareholders against
disruptions in portfolio management which
might occur as a result of too frequent buy
and sell activity and to minimize Fund
expenses associated with such transaction
activity, the Fund prohibits excessive
trading in any account (or group of
accounts managed by the same person).
Within any 120 consecutive-day period,
investors may not exchange between Price
Funds more than twice or buy and sell the
Price Funds more than once, if the
transactions involve substantial assets or
a substantial portion of the assets in the
account or accounts. This policy is
applied on a multi-fund basis. Any
transactions above and beyond these
guidelines will be considered to be
excessive trading, and the investor may be
prohibited from making additional purchases
or exercising the exchange privilege.
This policy does not apply to exchanges
solely between, or purchases and sales
solely of, the Price Money Funds, nor does
it apply to simple redemptions from any
Fund.
The Fund and its agents reserve the right
to: (1) reject any purchase or exchange,
cancel any purchase due to nonpayment, or
reject any exchange or redemption where the
Fund has not received payment; (2) waive or
lower the investment minimums; (3) accept
initial purchases by telephone or mailgram;
(4) waive the limit on subsequent purchases
by telephone; (5) reject any purchase or
exchange prior to receipt of the
confirmation statement; (6) redeem your
account (see Tax Identification Number);
(7) modify the conditions of purchase at
any time; and (8) reject any check not made
directly payable to the Fund or T. Rowe
Price (call Financial Institutions Division
for more information).
SERVICES Exchange Service. You can move money from
one account to an existing identically
registered account or open a new
identically registered account. Remember
that, for tax purposes, an exchange is
treated as a redemption and a new purchase.
Some of the T. Rowe Price Funds may impose
a redemption fee of .50-2%, payable to such
Funds, on shares held for less than one
year, or in some funds, six months.
PC*Access. All purchases, redemptions and
exchanges of Fund shares may be handled by
you on your PC. You can also view account
histories, the previous business day's
transactions, various summary information,
Fund performance data, and economic
information. For more information about
this service, please call 1-800-638-7780.
Sub-Accounting Services. An institution
may arrange for sub-accounting services.
Such services provide a master account
record which links together individual
accounts and provides the following
information: account number, trade date,
transaction, previous share balance, dollar
amount of the current transaction, share
price, number of shares purchased, new
share balance, and the current market value
of your group. The sub-accounting agent
reserves the right to charge a fee for such
services or other shareholder services.
Telephone Exchange and Redemption.
Telephone exchange and redemption are
established automatically when you sign the
New Account Form unless you check the box
which states that you do not want these
services. The Fund uses reasonable
procedures (including shareholder identity
verification) to confirm that instructions
given by telephone are genuine. If these
procedures are not followed, it is the
opinion of certain regulatory agencies that
the Fund may be liable for any losses that
may result from acting on the instructions
given. All conversations are recorded, and
a confirmation is sent within five business
days after the telephone transactions.
Wire Service. Wiring is usually the
quickest method to purchase shares and
receive redemption proceeds. Under unusual
circumstances, the Fund reserves the right
to temporarily suspend wires to allow for
the orderly liquidation of securities.
All transaction-related calls to the
Financial Institutions Division are
recorded in order to protect you, the Fund,
and its agents.
TAXES Dividends and Distributions. In January,
the Fund will mail you Form 1099-DIV
indicating the federal tax status of your
dividends and capital gain distributions.
Generally, dividends and distributions are
taxable in the year they are paid.
However, any dividends and distributions
paid in January but declared during the
________
prior three months are taxable in the year
they are declared. Dividends and
distributions are taxable to you regardless
of whether they are taken in cash or
reinvested. Dividends and short-term
capital gain distributions are taxable as
ordinary income; long-term capital gain
distributions are taxable as long-term
capital gains. The capital gain holding
period is determined by the length of time
the Fund has held the securities, not the
length of time you have owned Fund shares.
Foreign Transactions. Distributions
resulting from the sale of foreign
currencies and debt securities, to the
extent of foreign exchange gains, are taxed
as ordinary income or loss. If the Fund
pays nonrefundable taxes to foreign
governments during the year, the taxes will
reduce the Fund's dividends but will still
be included in your taxable income.
However, you may be able to claim an
offsetting credit or deduction on your tax
return for your portion of foreign taxes
paid by the Fund.
Shares Sold. A redemption or exchange of
Fund shares is treated as a sale for tax
purposes which will result in a short or
long-term capital gain or loss, depending
on how long you have owned the shares. In
January, the Fund will mail you Form 1099-B
indicating the date of and proceeds from
all sales and exchanges.
Undistributed Income and Gains. At the
time of purchase, the share price of the
Fund may reflect undistributed income,
capital gains or unrealized appreciation of
securities. Any income or capital gains
from these amounts which are later
distributed to you are fully taxable.
Corporations. The Fund's dividends will
not be eligible for the 70% deduction for
dividends received by corporations if, as
expected, none of the Fund's income
consists of dividends paid by U.S.
corporations.
Passive Foreign Investment Companies. The
Fund may purchase the securities of certain
foreign investment funds or trusts called
passive foreign investment companies.
Although the situation could change at any
time, such funds are the only or primary
means by which the Fund may invest in
Taiwan and India. In addition to bearing
the proportionate share of the Fund's
expenses (management fees and operating
expenses) shareholders will also indirectly
bear similar expenses of such funds.
Capital gains on the sale of such holdings
will be deemed to be ordinary income
regardless of how long the Fund holds its
investment. In addition, the Fund may be
subject to corporate income tax and an
interest charge on certain dividends and
capital gains earned from these
investments, regardless of whether such
income and gains are distributed to
shareholders.
In accordance with tax regulations, the
Fund intends to treat these securities as
sold on the last day of the Fund's fiscal
year and recognize any gains for tax
purposes at that time; losses will not be
recognized. Such gains will be considered
ordinary income which the Fund will be
required to distribute even though it has
not sold the security and received cash to
pay such distributions.
Tax Consequences of Hedging. Under
applicable tax law, the Fund may be
required to limit its gains from hedging in
foreign currency forwards, futures and
options. Although it is anticipated the
Fund will comply with such limits, the
extent to which these limits apply is
subject to tax regulations which have not
yet been issued. Hedging may also result
in the application of the mark-to-market
straddle provisions of the Internal Revenue
Code. These provisions could result in an
increase (or decrease) in the amount of
taxable dividends paid by the Fund as well
as affect whether dividends paid by the
Fund are classified as capital gains or
ordinary income.
EXPENSES AND The Fund bears all expenses of its
MANAGEMENT operations other than those incurred by the
FEE Fund Manager under its Investment
Management Agreement with the Fund Manager.
Fund expenses include: the management fee;
shareholder servicing fees and expenses;
custodian and accounting fees and expenses;
legal and auditing fees; expenses of
preparing and printing prospectuses and
shareholder reports; registration fees and
expenses, proxy and annual meeting
expenses, if any; and directors' fees and
expenses. Organizational expenses will be
charged to the Fund over a period not to
exceed 60 months.
Effective January 1, 1992, Price-Fleming
agreed to extend the Fund's 1.00% expense
limitation for a period of two years
through December 31, 1993. Expenses paid
or assumed under this agreement are subject
to reimbursement to Price-Fleming by the
Fund whenever the Fund's expenses ratio is
below 1.00%; however, no reimbursement will
be made after December 31, 1995, or if it
would result in the expense ratio exceeding
1.00%.
Management Fee. The Fund pays the Fund
Manager an annual investment management fee
of 0.70% of the average daily net asset
value of the Fund. The Fund calculates and
accrues the fee daily.
MANAGEMENT Investment Manager. Price-Fleming is
OF THE FUND responsible for selection and management of
the Fund's portfolio investments.
Price-Fleming has offices in Baltimore,
London, Tokyo, and Hong Kong.
Price-Fleming's U.S. office is located at
100 East Pratt Street, Baltimore, Maryland
21202.
Price-Fleming was incorporated in
Maryland in 1979 as a joint venture between
T. Rowe Price and Robert Fleming Holdings
Limited (Flemings). Flemings is a
diversified investment organization which
participates in a global network of
regional investment offices in New York,
London, Zurich, Geneva, Tokyo, Hong Kong,
Manila, Kuala Lumpur, South Korea, and
Taiwan.
T. Rowe Price was incorporated in
Maryland in 1947 as successor to the
investment counseling business founded by
the late Thomas Rowe Price, Jr. in 1937.
Flemings was incorporated in 1974 in the
United Kingdom as successor to the business
founded by Robert Fleming in 1873. As of
December 31, 1993, T. Rowe Price and its
affiliates managed over $41.4 billion of
assets and Flemings managed the U.S.
equivalent of approximately $45 billion.
Board of Directors. The management of the
Fund's business and affairs is the
responsibility of the Fund's Board of
Directors.
T. Rowe Price, Flemings, and Jardine
Fleming are owners of Price-Fleming. The
common stock of Price-Fleming is 50% owned
by a wholly-owned subsidiary of T. Rowe
Price, 25% by a subsidiary of Flemings and
25% by Jardine Fleming Group Limited
(Jardine Fleming). (Half of Jardine
Fleming is owned by Flemings and half by
Jardine Matheson Holdings Limited.) T.
Rowe Price has the right to elect a
majority of the board of directors of
Price-Fleming, and Flemings has the right
to elect the remaining directors, one of
whom will be nominated by Jardine Fleming.
Research. Certain administrative support
is provided by T. Rowe Price which receives
from Price-Fleming a fee of .15% of the
market value of all assets in equity
accounts, .15% of the market value of all
assets in active fixed income accounts and
.035% of the market value of all assets in
passive fixed income accounts under
Price-Fleming's management. Additional
investment research and consulting for
equity investments is provided to
Price-Fleming by Fleming Investment
Management Limited (FIM) and Jardine
Fleming Investment Holdings Limited (JFIH)
for which each receives from Price-Fleming
a fee of .075% of the market value of all
assets in equity accounts under
Price-Fleming's management. FIM and JFIH
are wholly-owned subsidiaries of Flemings
and Jardine Fleming, respectively.
Portfolio Transactions. Decisions with
respect to the purchase and sale of the
Fund's portfolio securities are made by
Price-Fleming. The Fund's Board of
Directors has authorized Price-Fleming to
utilize affiliates of Flemings and Jardine
Fleming in the capacity of broker in
connection with the execution of the Fund's
portfolio transactions if Price-Fleming
believes that doing so would result in an
economic advantage (in the form of lower
execution costs or otherwise) being
obtained by the Fund.
Investment Services. T. Rowe Price
Investment Services, Inc., a wholly-owned
subsidiary of T. Rowe Price, is the
distributor for this Fund as well as all
other T. Rowe Price Funds.
Transfer Agent, Shareholder Servicing and
Administrative Costs. TRP Services, a
wholly-owned subsidiary of T. Rowe Price,
serves the Fund as transfer and dividend
disbursing agent. T. Rowe Price Retirement
Plan Services, Inc., a wholly-owned
subsidiary of T. Rowe Price, performs
subaccounting and recordkeeping services
for shareholder accounts in certain
retirement plans investing in the Price
Funds. T. Rowe Price calculates the daily
share price and maintains the portfolio and
general accounting records of the Fund.
The address for TRP Services and T. Rowe
Price Retirement Plan Services, Inc. is 100
East Pratt Street, Baltimore, Maryland
21202.
The Fund paid fees to (i) TRP Services
for transfer and dividend disbursing agent
functions and shareholder services for all
accounts and (ii) T. Rowe Price for
calculating the daily share price and
maintaining the portfolio and general
accounting records of the Fund. These fees
totaled approximately $55,000 and $83,000,
respectively.
Prospectus
Foreign Equity Fund
May 1, 1994
For information call:
Financial Institutions
Division
1-800-638-7890 toll free
581-7290 in Baltimore
PAGE 7
STATEMENT OF ADDITIONAL INFORMATION
Institutional International Funds, Inc.
Foreign Equity Fund (the "Fund")
This Statement of Additional Information is not a prospectus
but should be read in conjunction with the Fund's prospectus
dated May 1, 1994, which may be obtained from T. Rowe Price
Associates, Inc., Financial Institutions Division, 100 East Pratt
Street, Baltimore, Maryland 21202.
The date of this Statement of Additional Information is May 1,
1994.
PAGE 8
TABLE OF CONTENTS
Page Page
Call and Put Options . . . . Investment Objective and
Policies . . . . . . . . . .
Capital Stock. . . . . . . . Investment Performance . . . . .
Custodian. . . . . . . . . . Investment Program . . . . . . .
Dealer Options . . . . . . . (page __ in Prospectus)
Distributor for Fund . . . . Investment Restrictions. . . . .
Dividends. . . . . . . . . . Legal Counsel. . . . . . . . . .
Federal and State Registration . Management of Fund
. . . . . . . . . . . . . .
of Shares. . . . . . . . . Net Asset Value Per Share. . . .
Futures Contracts. . . . . . Portfolio Transactions . . . . .
Foreign Currency Transactions . . . . . .Pricing of Securities
. . . . . . . . . . . . . .
Illiquid Securities. . . . . Principal Holders of Securities.
Independent Accountants. . . Repurchase Agreements. . . . . .
Investment Management Services Risk Factors of Foreign Investing
. . . . . . . . . . . . . .
(page __ in Prospectus) . Tax Status
. . . . . . . . . . . . . .
Investment Objective . . . . (page __ in Prospectus)
(page __ in Prospectus)
INVESTMENT OBJECTIVE AND POLICIES
The following information supplements the discussion of the
Fund's investment objective and policies discussed on pages __
and __ through __ of the prospectus. Unless otherwise specified,
the investment program and restrictions of the Fund are not
fundamental policies. The operating policies of the Fund are
subject to change by its Board of Directors without shareholder
approval. However, shareholders will be notified of a material
change in an operating policy. The fundamental policies of the
Fund may not be changed without the approval of at least a
majority of the outstanding shares of the Fund or, if it is less,
67% of the shares represented at a meeting of shareholders at
which the holders of 50% or more of the shares are represented.
INVESTMENT OBJECTIVE
The Fund's investment objective is long-term growth of capital
by investing primarily in the common stocks of established,
non-U.S. companies.
PAGE 9
The Fund's share price will fluctuate with changing market,
economic, and foreign exchange conditions, and your investment
may be worth more or less when redeemed than when purchased. The
Fund should not be relied upon as a complete investment program,
or used to play short-term swings in the stock or foreign
exchange markets. The Fund is subject to risks unique to
international investing and, of course, cannot guarantee it will
achieve its objective.
RISK FACTORS
Risk Factors of Foreign Investing
There are special risks in investing in a Fund. Certain of
these risks are inherent in any international mutual fund while
others relate more to the countries in which the Fund will
invest. Many of the risks are more pronounced for investments in
developing or emerging countries, such as many of the countries
of Southeast Asia, Latin America, Eastern Europe and the Middle
East. Although there is no universally accepted definition, a
developing country is generally considered to be a country which
is in the initial stages of its industrialization cycle with a
per capita gross national product of less than $8,000.
General. Investors should understand that all investments
have a risk factor. There can be no guarantee against loss
resulting from an investment in the Fund, and there can be no
assurance that the Fund's investment policies will be successful,
or that its investment objectives will be attained. The Fund is
designed for individual and institutional investors seeking to
diversify beyond the United States in actively researched and
managed portfolios, and are intended for long-term investors who
can accept the risks entailed in investment in foreign
securities.
Political and Economic Factors. Individual foreign economies
of certain countries may differ favorably or unfavorably from the
United States' economy in such respects as growth of gross
national product, rate of inflation, capital reinvestment,
resource self-sufficiency and balance of payments position. The
internal politics of certain foreign countries are not as stable
as in the United States. For example, in 1991, the existing
government in Thailand was overthrown in a military coup. In
1992, there were two military coup attempts in Venezuela and in
1992 the President of Brazil was impeached. In addition,
significant external political risks currently affect some
foreign countries. Both Taiwan and China still claim sovereignty
PAGE 10
of one another and there is a demilitarized border between North
and South Korea.
Governments in certain foreign countries continue to
participate to a significant degree, through ownership interest
or regulation, in their respective economies. Action by these
governments could have a significant effect on market prices of
securities and payment of dividends. The economies of many
foreign countries are heavily dependent upon international trade
and are accordingly affected by protective trade barriers and
economic conditions of their trading partners. The enactment by
these trading partners of protectionist trade legislation could
have a significant adverse effect upon the securities markets of
such countries.
Currency Fluctuations. The Fund will invest in securities
denominated in the currencies specified elsewhere herein.
Accordingly, a change in the value of any such currency against
the U.S. dollar will result in a corresponding change in the U.S.
dollar value of the Fund's assets denominated in that currency.
Such changes will also affect the Fund's income. Generally, when
a given currency appreciates against the dollar (the dollar
weakens) the value of the Fund's securities denominated in that
currency will rise. When a given currency depreciates against
the dollar (the dollar strengthens) the value of the Fund's
securities denominated in that currency would be expected to
decline.
Investment and Repatriation of Restrictions. Foreign
investment in the securities markets of certain foreign countries
is restricted or controlled in varying degrees. These
restrictions may limit at times and preclude investment in
certain of such countries and may increase the cost and expenses
of the Fund. Investments by foreign investors are subject to a
variety of restrictions in many developing countries. These
restrictions may take the form of prior governmental approval,
limits on the amount or type of securities held by foreigners,
and limits on the types of companies in which foreigners may
invest. Additional or different restrictions may be imposed at
any time by these or other countries in which the Fund invests.
In addition, the repatriation of both investment income and
capital from several foreign countries is restricted and
controlled under certain regulations, including in some cases the
need for certain government consents. For example, capital
invested in Chile normally cannot be repatriated for one year.
Market Characteristics. It is contemplated that most foreign
securities, other than Latin American securities, will be
purchased in over-the-counter markets or on stock exchanges
located in the countries in which the respective principal
PAGE 11
offices of the issuers of the various securities are located, if
that is the best available market. Currently, it is anticipated
that many Latin American investments will be made through ADRs
traded in the United States. Foreign stock markets are generally
not as developed or efficient as, and may be more volatile than,
those in the United States. While growing in volume, they
usually have substantially less volume than U.S. markets and the
Fund's portfolio securities may be less liquid and subject to
more rapid and erratic price movements than securities of
comparable U.S. companies. Equity securities may trade at
price/earnings multiples higher than comparable United States
securities and such levels may not be sustainable. Fixed
commissions on foreign stock exchanges are generally higher than
negotiated commissions on United States exchanges, although the
Fund will endeavor to achieve the most favorable net results on
their portfolio transactions. There is generally less government
supervision and regulation of foreign stock exchanges, brokers
and listed companies than in the United States. Moreover,
settlement practices for transactions in foreign markets may
differ from those in United States markets. Such differences may
include delays beyond periods customary in the United States and
practices, such as delivery of securities prior to receipt of
payment, which increase the likelihood of a "failed settlement."
Failed settlements can result in losses to the Fund.
Investment Funds. The Fund may invest in investment funds
which have been authorized by the governments of certain
countries specifically to permit foreign investment in securities
of companies listed and traded on the stock exchanges in these
respective countries. The Fund's investment in these funds is
subject to the provisions of the 1940 Act discussed on pages __
and __. If the Fund invests in such investment funds, the Fund's
shareholders will bear not only their proportionate share of the
expenses of the Fund (including operating expenses and the fees
of the investment manager), but also will bear indirectly similar
expenses of the underlying investment funds. In addition, the
securities of these investment funds may trade at a premium over
their net asset value.
Information and Supervision. There is generally less publicly
available information about foreign companies comparable to
reports and ratings that are published about companies in the
United States. Foreign companies are also generally not subject
to uniform accounting, auditing and financial reporting
standards, practices and requirements comparable to those
applicable to United States companies. It also may be more
difficult to keep currently informed of corporate actions which
affect the prices of portfolio securities.
PAGE 12
Taxes. The dividends and interest payable on certain of the
Fund's foreign portfolio securities may be subject to foreign
withholding taxes, thus reducing the net amount of income
available for distribution to the Fund's shareholders. A
shareholder otherwise subject to United States federal income
taxes may, subject to certain limitations, be entitled to claim a
credit or deduction for U.S. federal income tax purposes for his
or her proportionate share of such foreign taxes paid by the
Fund. (See "Tax Status," page __.)
Costs. Investors should understand that the expense ratios of
the Fund can be expected to be higher than investment companies
investing in domestic securities since the cost of maintaining
the custody of foreign securities and the rate of advisory fees
paid by the Fund are higher.
Small Companies. Small companies may have less experienced
management and fewer management resources than larger firms. A
smaller company may have greater difficulty obtaining access to
capital markets, and may pay more for the capital it obtains. In
addition, smaller companies are more likely to be involved in
fewer market segments, making them more vulnerable to any
downturn in a given segment. Some of these factors may also
apply, to a lesser extent, to medium size companies. Some of the
smaller companies in which the Fund will invest may be in major
foreign markets; others may be leading companies in emerging
countries outside the major foreign markets. Securities analysts
generally do not follow such securities, which are seldom held
outside of their respective countries and which may have
prospects for long-term investment returns superior to the
securities of well-established and well-known companies. Direct
investment in such securities may be difficult for United States
investors because, among other things, information relating to
such securities is often not readily available. Of course, there
are also risks associated with such investments, and there is no
assurance that such prospects will be realized.
Other. With respect to certain foreign countries, especially
developing and emerging ones, there is the possibility of adverse
changes in investment or exchange control regulations,
expropriation or confiscatory taxation, limitations on the
removal of funds or other assets of the Fund, political or social
instability, or diplomatic developments which could affect
investments by U.S. persons in those countries.
Eastern Europe and Russia. Changes occurring in Eastern
Europe and Russia today could have long-term potential
consequences. As restrictions fall, this could result in rising
standards of living, lower manufacturing costs, growing consumer
spending, and substantial economic growth. However, investment
PAGE 13
in the countries of Eastern Europe and Russia is highly
speculative at this time. Political and economic reforms are too
recent to establish a definite trend away from centrally-planned
economies and state owned industries. In many of the countries
of Eastern Europe and Russia, there is no stock exchange or
formal market for securities. Such countries may also have
government exchange controls, currencies with no recognizable
market value relative to the established currencies of western
market economies, little or no experience in trading in
securities, no financial reporting standards, a lack of a banking
and securities infrastructure to handle such trading, and a legal
tradition which does not recognize rights in private property.
In addition, these countries may have national policies which
restrict investments in companies deemed sensitive to the
country's national interest. Further, the governments in such
countries may require governmental or quasi-governmental
authorities to act as custodian of the Fund's assets invested in
such countries and these authorities may not qualify as a foreign
custodian under the Investment Company Act of 1940 and exemptive
relief from such Act may be required. All of these
considerations are among the factors which could cause
significant risks and uncertainties to investment in Eastern
Europe and Russia. The Fund will only invest in a company
located in, or a government of, Eastern Europe and Russia, if it
believes the potential return justifies the risk. To the extent
any securities issued by companies in Eastern Europe and Russia
are considered illiquid, the Fund will be required to include
such securities within its 10% restriction on investing in
illiquid securities.
INVESTMENT PROGRAM
It is the present intention of Rowe Price-Fleming
International, Inc. ("Price-Fleming") to invest in companies
based in (or governments of or within) the Far East (for example,
Japan, Hong
Kong, Singapore, and Malaysia), Western Europe (for example,
United Kingdom, Germany, Netherlands, France, Spain, and
Switzerland), Australia, Canada, and such other areas and
countries as Price-Fleming may determine from time to time.
However, the Fund is restricted from investing in any companies
domiciled in the Republic of South Africa.
In determining the appropriate distribution of investments
among various countries and geographic regions, Price-Fleming
ordinarily considers the following factors: prospects for
relative economic growth between foreign countries; expected
levels of inflation; government policies influencing business
conditions; the outlook for currency relationships; and the range
PAGE 14
of individual investment opportunities available to international
investors.
In analyzing companies for investment, Price-Fleming
ordinarily looks for one or more of the following
characteristics: an above-average earnings growth per share;
high return on invested capital; healthy balance sheet; sound
financial and accounting policies and overall financial strength;
strong competitive advantages; effective research and product
development and marketing; efficient service; pricing
flexibility; strength of management; and general operating
characteristics which will enable the companies to compete
successfully in their market place. While current dividend
income is not a prerequisite in the selection of portfolio
companies, the companies in which the Fund invests normally will
have a record of paying dividends, and will generally be expected
to increase the amounts of such dividends in future years as
earnings increase.
It is expected that the Fund's investments will ordinarily be
traded on exchanges located at least in the respective countries
in which the various issuers of such securities are principally
based.
Types of Securities
In addition to the investments described in the Fund's
prospectus, the Fund may invest in the following:
Illiquid or Restricted Securities
Restricted securities may be sold only in privately negotiated
transactions or in a public offering with respect to which a
registration statement is in effect under the Securities Act of
1933 (the "1933 Act"). Where registration is required, the Fund
may be obligated to pay all or part of the registration expenses
and a considerable period may elapse between the time of the
decision to sell and the time the Fund may be permitted to sell a
security under an effective registration statement. If, during
such a period, adverse market conditions were to develop, the
Fund might obtain a less favorable price than prevailed when it
decided to sell. Restricted securities will be priced at fair
value as determined in accordance with procedures prescribed by
the Fund's Board of Directors/Trustees. If through the
appreciation of illiquid securities or the depreciation of liquid
securities, the Fund should be in a position where more than 15%
of the value of its net assets are invested in illiquid assets,
including restricted securities, the Fund will take appropriate
steps to protect liquidity.
PAGE 15
Notwithstanding the above, the Fund may purchase securities
which, while privately placed, are eligible for purchase and sale
under Rule 144A under the 1933 Act. This rule permits certain
qualified institutional buyers, such as the Fund, to trade in
privately placed securities even though such securities are not
registered under the 1933 Act. Price-Fleming under the
supervision of the Fund's Board of Directors/Trustees, will
consider whether securities purchased under Rule 144A are
illiquid and thus subject to the Fund's restriction of investing
no more than 15% of its assets in illiquid securities. A
determination of whether a Rule 144A security is liquid or not is
a question of fact. In making this determination, Price-Fleming
will consider the trading markets for the specific security
taking into account the unregistered nature of a Rule 144A
security. In addition, Price-Fleming could consider the (1)
frequency of trades and quotes, (2) number of dealers and
potential purchases, (3) dealer undertakings to make a market,
and (4) the nature of the security and of marketplace trades
(e.g., the time needed to dispose of the security, the method of
soliciting offers and the mechanics of transfer). The liquidity
of Rule 144A securities would be monitored, and if as a result of
changed conditions it is determined that a Rule 144A security is
no longer liquid, the Fund's holdings of illiquid securities
would be reviewed to determine what, if any, steps are required
to assure that the Fund does not invest more than 15% of its
assets in illiquid securities. Investing in Rule 144A securities
could have the effect of increasing the amount of the Fund's
assets invested in illiquid securities if qualified institutional
buyers are unwilling to purchase such securities.
There are, of course, other types of securities that are, or
may become available, which are similar to the foregoing and the
Fund may invest in these securities.
Hybrid Instruments
Hybrid Instruments have recently been developed and combine
the elements of futures contracts or options with those of debt,
preferred equity or a depository instrument (hereinafter "Hybrid
Instruments"). Often these Hybrid Instruments are indexed to the
price of a commodity, particular currency, or a domestic or
foreign debt or equity securities index. Hybrid Instruments may
take a variety of forms, including, but not limited to, debt
instruments with interest or principal payments or redemption
terms determined by reference to the value of a currency or
commodity or securities index at a future point in time,
preferred stock with dividend rates determined by reference to
the value of a currency, or convertible securities with the
conversion terms related to a particular commodity.
The risks of investing in Hybrid Instruments reflect a
combination of the risks from investing in securities, options,
futures and currencies, including volatility and lack of
PAGE 16
liquidity. Reference is made to the discussion of futures,
options, and forward contracts herein for a discussion of these
risks. Further, the prices of the Hybrid Instrument and the
related commodity or currency may not move in the same direction
or at the same time. Hybrid Instruments may bear interest or pay
preferred dividends at below market (or even relatively nominal)
rates. Alternatively, Hybrid Instruments may bear interest at
above market rates but bear an increased risk of principal loss
(or gain). In addition, because the purchase and sale of Hybrid
Instruments could take place in an over-the-counter market or in
a private transaction between the Fund and the seller of the
Hybrid Instrument, the creditworthiness of the contra party to
the transaction would be a risk factor which the Fund would have
to consider. Hybrid Instruments also may not be subject to
regulation of the Commodities Futures Trading Commission
("CFTC"), which generally regulates the trading of commodity
futures by U.S. persons, the SEC, which regulates the offer and
sale of securities by and to U.S. persons, or any other
governmental regulatory authority.
When-Issued Securities and Forward Commitment Contracts
The Fund may purchase securities on a "when-issued" or delayed
delivery basis ("When-Issueds") and may purchase securities on a
forward commitment basis ("Forwards"). The Fund may invest
without limitation in When-Issueds and Forwards. The price of
such securities, which may be expressed in yield terms, is fixed
at the time the commitment to purchase is made, but delivery and
payment take place at a later date. Normally, the settlement
date occurs within 90 days of the purchase for When-Issueds, but
may be substantially longer for Forwards. During the period
between purchase and settlement, no payment is made by the Fund
to the issuer and no interest accrues to the Fund. The purchase
of these securities will result in a loss if their value declines
prior to the settlement date. This could occur, for example, if
interest rates increase prior to settlement. The longer the
period between purchase and settlement, the greater the risks
are. At the time the Fund makes the commitment to purchase these
securities, it will record the transaction and reflect the value
of the security in determining its net asset value. The Fund
will cover these securities by maintaining cash and/or liquid,
high-grade debt securities with its custodian bank equal in value
to commitments for them during the time between the purchase and
the settlement. Therefore, the longer this period, the longer
the period during which alternative investment options are not
available to the Fund (to the extent of the securities used for
cover). Such securities either will mature or, if necessary, be
sold on or before the settlement date.
To the extent the Fund remains fully or almost fully invested
(in securities with a remaining maturity of more than one year)
at the same time it purchases these securities, there will be
PAGE 17
greater fluctuations in the Fund's net asset value than if the
Fund did not purchase them.
PORTFOLIO MANAGEMENT PRACTICES
InterFund Borrowing
Subject to approval by the Securities and Exchange Commission,
the Fund may borrow funds from other mutual funds sponsored or
advised by Price-Fleming or T. Rowe Price Associates, Inc.
(collectively, "Price Funds"). The Fund has no current intention
of engaging in this practice at this time.
Repurchase Agreements
The Fund may enter into a repurchase agreement through which
an investor (such as the Fund) purchases a security (known as the
"underlying security") from a well-established securities dealer
or a bank that is a member of the Federal Reserve System. Any
such dealer or bank will be on Price-Fleming's approved list and
have a credit rating with respect to its short-term debt of at
least A1 by Standard & Poor's Corporation, P1 by Moody's
Investors Service, Inc., or the equivalent rating by Price-
Fleming. At that time, the bank or securities dealer agrees to
repurchase the underlying security at the same price, plus
specified interest. Repurchase agreements are generally for a
short period of time, often less than a week. Repurchase
agreements which do not provide for payment within seven days
will be treated as illiquid securities. The Fund will only enter
into repurchase agreements where (i) the underlying securities
are of the type (excluding maturity limitations) which the Fund's
investment guidelines would allow it to purchase directly, (ii)
the market value of the underlying security, including interest
accrued, will be at all times equal to or exceed the value of the
repurchase agreement, and (iii) payment for the underlying
security is made only upon physical delivery or evidence of book-
entry transfer to the account of the custodian or a bank acting
as agent. In the event of a bankruptcy or other default of a
seller of a repurchase agreement, the Fund could experience both
delays in liquidating the underlying security and losses,
including: (a) possible decline in the value of the underlying
security during the period while the Fund seeks to enforce its
rights thereto; (b) possible subnormal levels of income and lack
of access to income during this period; and (c) expenses of
enforcing its rights.
Options
Writing Covered Call Options
The Fund may write (sell) American or European style "covered"
call options and purchase options to close out options previously
PAGE 18
written by a Fund. In writing covered call options, the Fund
expects to generate additional premium income which should serve
to enhance the Fund's total return and reduce the effect of any
price decline of the security or currency involved in the option.
Covered call options will generally be written on securities or
currencies which, in Price-Fleming's opinion, are not expected to
have any major price increases or moves in the near future but
which, over the long term, are deemed to be attractive
investments for the Fund.
A call option gives the holder (buyer) the "right to purchase"
a security or currency at a specified price (the exercise price)
at expiration of the option (European style) or at any time until
a certain date (the expiration date) (American style). So long
as the obligation of the writer of a call option continues, he
may be assigned an exercise notice by the broker-dealer through
whom such option was sold, requiring him to deliver the
underlying security or currency against payment of the exercise
price. This obligation terminates upon the expiration of the
call option, or such earlier time at which the writer effects a
closing purchase transaction by repurchasing an option identical
to that previously sold. To secure his obligation to deliver the
underlying security or currency in the case of a call option, a
writer is required to deposit in escrow the underlying security
or currency or other assets in accordance with the rules of a
clearing corporation.
The Fund will write only covered call options. This means
that the Fund will own the security or currency subject to the
option or an option to purchase the same underlying security or
currency, having an exercise price equal to or less than the
exercise price of the "covered" option, or will establish and
maintain with its custodian for the term of the option, an
account consisting of cash, U.S. government securities or other
liquid high-grade debt obligations having a value equal to the
fluctuating market value of the optioned securities or
currencies.
Portfolio securities or currencies on which call options may
be written will be purchased solely on the basis of investment
considerations consistent with the Fund's investment objective.
The writing of covered call options is a conservative investment
technique believed to involve relatively little risk (in contrast
to the writing of naked or uncovered options, which the Fund will
not do), but capable of enhancing the Fund's total return. When
writing a covered call option, a Fund, in return for the premium,
gives up the opportunity for profit from a price increase in the
underlying security or currency above the exercise price, but
conversely retains the risk of loss should the price of the
PAGE 19
security or currency decline. Unlike one who owns securities or
currencies not subject to an option, the Fund has no control over
when it may be required to sell the underlying securities or
currencies, since it may be assigned an exercise notice at any
time prior to the expiration of its obligation as a writer. If a
call option which the Fund has written expires, the Fund will
realize a gain in the amount of the premium; however, such gain
may be offset by a decline in the market value of the underlying
security or currency during the option period. If the call
option is exercised, the Fund will realize a gain or loss from
the sale of the underlying security or currency. The Fund does
not consider a security or currency covered by a call to be
"pledged" as that term is used in the Fund's policy which limits
the pledging or mortgaging of its assets.
The premium received is the market value of an option. The
premium the Fund will receive from writing a call option will
reflect, among other things, the current market price of the
underlying security or currency, the relationship of the exercise
price to such market price, the historical price volatility of
the underlying security or currency, and the length of the option
period. Once the decision to write a call option has been made,
Price-Fleming, in determining whether a particular call option
should be written on a particular security or currency, will
consider the reasonableness of the anticipated premium and the
likelihood that a liquid secondary market will exist for those
options. The premium received by the Fund for writing covered
call options will be recorded as a liability of the Fund. This
liability will be adjusted daily to the option's current market
value, which will be the latest sale price at the time at which
the net asset value per share of the Fund is computed (close of
the New York Stock Exchange), or, in the absence of such sale,
the latest asked price. The option will be terminated upon
expiration of the option, the purchase of an identical option in
a closing transaction, or delivery of the underlying security or
currency upon the exercise of the option.
Closing transactions will be effected in order to realize a
profit on an outstanding call option, to prevent an underlying
security or currency from being called, or, to permit the sale of
the underlying security or currency. Furthermore, effecting a
closing transaction will permit the Fund to write another call
option on the underlying security or currency with either a
different exercise price or expiration date or both. If the Fund
desires to sell a particular security or currency from its
portfolio on which it has written a call option, or purchased a
put option, it will seek to effect a closing transaction prior
to, or concurrently with, the sale of the security or currency.
There is, of course, no assurance that the Fund will be able to
effect such closing transactions at favorable prices. If the
Fund cannot enter into such a transaction, it may be required to
hold a security or currency that it might otherwise have sold.
When the Fund writes a covered call option, it runs the risk of
PAGE 20
not being able to participate in the appreciation of the
underlying securities or currencies above the exercise price, as
well as the risk of being required to hold on to securities or
currencies that are depreciating in value. This could result in
higher transaction costs. The Fund will pay transaction costs in
connection with the writing of options to close out previously
written options. Such transaction costs are normally higher than
those applicable to purchases and sales of portfolio securities.
Call options written by the Fund will normally have expiration
dates of less than nine months from the date written. The
exercise price of the options may be below, equal to, or above
the current market values of the underlying securities or
currencies at the time the options are written. From time to
time, the Fund may purchase an underlying security or currency
for delivery in accordance with an exercise notice of a call
option assigned to it, rather than delivering such security or
currency from its portfolio. In such cases, additional costs may
be incurred.
The Fund will realize a profit or loss from a closing purchase
transaction if the cost of the transaction is less or more than
the premium received from the writing of the option. Because
increases in the market price of a call option will generally
reflect increases in the market price of the underlying security
or currency, any loss resulting from the repurchase of a call
option is likely to be offset in whole or in part by appreciation
of the underlying security or currency owned by the Fund.
In order to comply with the requirements of several states,
the Fund will not write a covered call option if, as a result,
the aggregate market value of all portfolio securities or
currencies covering call or put options exceeds 25% of the market
value of the Fund's net assets. Should these state laws change
or should the Fund obtain a waiver of its application, the Fund
reserves the right to increase this percentage. In calculating
the 25% limit, the Fund will offset, against the value of assets
covering written calls and puts, the value of purchased calls and
puts on identical securities or currencies with identical
maturity dates.
Writing Covered Put Options
The Fund may write American or European style covered put
options and purchase options to close out options previously
written by the Fund. A put option gives the purchaser of the
option the right to sell, and the writer (seller) has the
obligation to buy, the underlying security or currency at the
exercise price during the option period (American style) or at
the expiration of the option (European style). So long as the
obligation of the writer continues, he may be assigned an
exercise notice by the broker-dealer through whom such option was
sold, requiring him to make payment of the exercise price against
PAGE 21
delivery of the underlying security or currency. The operation
of put options in other respects, including their related risks
and rewards, is substantially identical to that of call options.
The Fund would write put options only on a covered basis,
which means that the Fund would maintain in a segregated account
cash, U.S. government securities or other liquid high-grade debt
obligations in an amount not less than the exercise price or the
Fund will own an option to sell the underlying security or
currency subject to the option having an exercise price equal to
or greater than the exercise price of the "covered" option at all
times while the put option is outstanding. (The rules of a
clearing corporation currently require that such assets be
deposited in escrow to secure payment of the exercise price.)
The Fund would generally write covered put options in
circumstances where Price-Fleming wishes to purchase the
underlying security or currency for the Fund's portfolio at a
price lower than the current market price of the security or
currency. In such event the Fund would write a put option at an
exercise price which, reduced by the premium received on the
option, reflects the lower price it is willing to pay. Since the
Fund would also receive interest on debt securities or currencies
maintained to cover the exercise price of the option, this
technique could be used to enhance current return during periods
of market uncertainty. The risk in such a transaction would be
that the market price of the underlying security or currency
would decline below the exercise price less the premiums
received. Such a decline could be substantial and result in a
significant loss to the Fund. In addition, the Fund, because it
does not own the specific securities or currencies which it may
be required to purchase in exercise of the put, cannot benefit
from appreciation, if any, with respect to such specific
securities or currencies. In order to comply with the
requirements of several states, the Fund will not write a covered
put option if, as a result, the aggregate market value of all
portfolio securities or currencies covering put or call options
exceeds 25% of the market value of the Fund's net assets. Should
these state laws change or should the Fund obtain a waiver of its
application, the Fund reserves the right to increase this
percentage. In calculating the 25% limit, the Fund will offset,
against the value of assets covering written puts and calls, the
value of purchased puts and calls on identical securities or
currencies with identical maturity dates.
Purchasing Put Options
The Fund may purchase American or European style put
options. As the holder of a put option, the Fund has the right
to sell the underlying security or currency at the exercise price
at any time during the option period (American style) or at the
PAGE 22
expiration of the option (European style). The Fund may enter
into closing sale transactions with respect to such options,
exercise them or permit them to expire. The Fund may purchase
put options for defensive purposes in order to protect against an
anticipated decline in the value of its securities or currencies.
An example of such use of put options is provided below.
The Fund may purchase a put option on an underlying security
or currency (a "protective put") owned by the Fund as a defensive
technique in order to protect against an anticipated decline in
the value of the security or currency. Such hedge protection is
provided only during the life of the put option when the Fund, as
the holder of the put option, is able to sell the underlying
security or currency at the put exercise price regardless of any
decline in the underlying security's market price or currency's
exchange value. For example, a put option may be purchased in
order to protect unrealized appreciation of a security or
currency where Price-Fleming deems it desirable to continue to
hold the security or currency because of tax considerations. The
premium paid for the put option and any transaction costs would
reduce any capital gain otherwise available for distribution when
the security or currency is eventually sold.
The Fund may also purchase put options at a time when the Fund
does not own the underlying security or currency. By purchasing
put options on a security or currency it does not own, the Fund
seeks to benefit from a decline in the market price of the
underlying security or currency. If the put option is not sold
when it has remaining value, and if the market price of the
underlying security or currency remains equal to or greater than
the exercise price during the life of the put option, the Fund
will lose its entire investment in the put option. In order for
the purchase of a put option to be profitable, the market price
of the underlying security or currency must decline sufficiently
below the exercise price to cover the premium and transaction
costs, unless the put option is sold in a closing sale
transaction.
To the extent required by the laws of certain states, the Fund
may not be permitted to commit more than 5% of its assets to
premiums when purchasing put and call options. Should these
state laws change or should the Fund obtain a waiver of its
application, the Fund may commit more than 5% of its assets to
premiums when purchasing call and put options. The premium paid
by the Fund when purchasing a put option will be recorded as an
asset of the Fund. This asset will be adjusted daily to the
option's current market value, which will be the latest sale
price at the time at which the net asset value per share of the
Fund is computed (close of New York Stock Exchange), or, in the
absence of such sale, the latest bid price. This asset will be
terminated upon expiration of the option, the selling (writing)
of an identical option in a closing transaction, or the delivery
PAGE 23
of the underlying security or currency upon the exercise of the
option.
Purchasing Call Options
The Fund may purchase American or European style call
options. As the holder of a call option, the Fund has the right
to purchase the underlying security or currency at the exercise
price at any time during the option period (American style) or at
the expiration of the option (European style). The Fund may
enter into closing sale transactions with respect to such
options, exercise them or permit them to expire. The Fund may
purchase call options for the purpose of increasing its current
return or avoiding tax consequences which could reduce its
current return. The Fund may also purchase call options in order
to acquire the underlying securities or currencies. Examples of
such uses of call options are provided below.
Call options may be purchased by the Fund for the purpose of
acquiring the underlying securities or currencies for its
portfolio. Utilized in this fashion, the purchase of call
options enables the Fund to acquire the securities or currencies
at the exercise price of the call option plus the premium paid.
At times the net cost of acquiring securities or currencies in
this manner may be less than the cost of acquiring the securities
or currencies directly. This technique may also be useful to the
Fund in purchasing a large block of securities or currencies that
would be more difficult to acquire by direct market purchases.
So long as it holds such a call option rather than the underlying
security or currency itself, the Fund is partially protected from
any unexpected decline in the market price of the underlying
security or currency and in such event could allow the call
option to expire, incurring a loss only to the extent of the
premium paid for the option.
To the extent required by the laws of certain states, the Fund
may not be permitted to commit more than 5% of its assets to
premiums when purchasing call and put options. Should these
state laws change or should the Fund obtain a waiver of its
application, the Fund may commit more than 5% of its assets to
premiums when purchasing call and put options. The Fund may also
purchase call options on underlying securities or currencies it
owns in order to protect unrealized gains on call options
previously written by it. A call option would be purchased for
this purpose where tax considerations make it inadvisable to
realize such gains through a closing purchase transaction. Call
options may also be purchased at times to avoid realizing losses.
Dealer (Over-the-Counter) Options
The Fund may engage in transactions involving dealer options.
Certain risks are specific to dealer options. While the Fund
would look to a clearing corporation to exercise exchange-traded
PAGE 24
options, if the Fund were to purchase a dealer option, it would
rely on the dealer from whom it purchased the option to perform
if the option were exercised. Failure by the dealer to do so
would result in the loss of the premium paid by the Fund as well
as loss of the expected benefit of the transaction.
Exchange-traded options generally have a continuous liquid
market while dealer options have none. Consequently, the Fund
will generally be able to realize the value of a dealer option it
has purchased only by exercising it or reselling it to the dealer
who issued it. Similarly, when the Fund writes a dealer option,
it generally will be able to close out the option prior to its
expiration only by entering into a closing purchase transaction
with the dealer to which the Fund originally wrote the option.
While the Fund will seek to enter into dealer options only with
dealers who will agree to and which are expected to be capable of
entering into closing transactions with the Fund, there can be no
assurance that the Fund will be able to liquidate a dealer option
at a favorable price at any time prior to expiration. Until the
Fund, as a covered dealer call option writer, is able to effect a
closing purchase transaction, it will not be able to liquidate
securities (or other assets) or currencies used as cover until
the option expires or is exercised. In the event of insolvency
of the contra party, the Fund may be unable to liquidate a dealer
option. With respect to options written by the Fund, the
inability to enter into a closing transaction may result in
material losses to the Fund. For example, since the Fund must
maintain a secured position with respect to any call option on a
security it writes, the Fund may not sell the assets which it has
segregated to secure the position while it is obligated under the
option. This requirement may impair a Fund's ability to sell
portfolio securities or currencies at a time when such sale might
be advantageous.
The Staff of the SEC has taken the position that purchased
dealer options and the assets used to secure the written dealer
options are illiquid securities. The Fund may treat the cover
used for written OTC options as liquid if the dealer agrees that
the Fund may repurchase the OTC option it has written for a
maximum price to be calculated by a predetermined formula. In
such cases, the OTC option would be considered illiquid only to
the extent the maximum repurchase price under the formula exceeds
the intrinsic value of the option. Accordingly, the Fund will
treat dealer options as subject to the Fund's limitation on
unmarketable securities. If the SEC changes its position on the
liquidity of dealer options, the Fund will change its treatment
of such instrument accordingly.
Futures Contracts
Transactions in Futures
PAGE 25
The Fund may enter into futures contracts, including stock
index, interest rate and currency futures ("futures or futures
contracts"). The New Era Fund may also enter into futures on
commodities related to the types of companies in which it
invests, such as oil and gold futures. The Equity Index Fund may
only enter into stock index futures, such as the S&P 500 stock
index, to provide an efficient means of maintaining liquidity
while being invested in the market, to facilitate trading or to
reduce transaction costs. It will not use futures for hedging
purposes.
Stock index futures contracts may be used to provide a hedge
for a portion of the Fund's portfolio, as a cash management tool,
or as an efficient way for Price-Fleming to implement either an
increase or decrease in portfolio market exposure in response to
changing market conditions. The Fund may, purchase or sell
futures contracts with respect to any stock index. Nevertheless,
to hedge the Fund's portfolio successfully, the Fund must sell
futures contacts with respect to indices or subindices whose
movements will have a significant correlation with movements in
the prices of the Fund's portfolio securities.
Interest rate or currency futures contracts may be used as a
hedge against changes in prevailing levels of interest rates or
currency exchange rates in order to establish more definitely the
effective return on securities or currencies held or intended to
be acquired by the Fund. In this regard, the Fund could sell
interest rate or currency futures as an offset against the effect
of expected increases in interest rates or currency exchange
rates and purchase such futures as an offset against the effect
of expected declines in interest rates or currency exchange
rates.
The Fund will enter into futures contracts which are traded on
national or foreign futures exchanges, and are standardized as to
maturity date and underlying financial instrument. Futures
exchanges and trading in the United States are regulated under
the Commodity Exchange Act by the Commodity Futures Trading
Commission ("CFTC"). Futures are traded in London at the London
International Financial Futures Exchange in Paris at the MATIF
and in Tokyo at the Tokyo Stock Exchange. Although techniques
other than the sale and purchase of futures contracts could be
used for the above-referenced purposes, futures contracts offer
an effective and relatively low cost means of implementing the
Fund's objectives in these areas.
Regulatory Limitations
The Fund will engage in futures contracts and options thereon
only for bona fide hedging, yield enhancement, and risk
management purposes, in each case in accordance with rules and
regulations of the CFTC and applicable state law.
PAGE 26
The Fund may not purchase or sell futures contracts or related
options if, with respect to positions which do not qualify as
bona fide hedging under applicable CFTC rules, the sum of the
amounts of initial margin deposits and premiums paid on those
portions would exceed 5% of the net asset value of the Fund after
taking into account unrealized profits and unrealized losses on
any such contracts it has entered into; provided, however, that
in the case of an option that is in-the-money at the time of
purchase, the in-the-money amount may be excluded in calculating
the 5% limitation. For purposes of this policy options on
futures contracts and foreign currency options traded on a
commodities exchange will be considered "related options". This
policy may be modified by the Board of Directors/Trustees without
a shareholder vote and does not limit the percentage of the
Fund's assets at risk to 5%.
In accordance with the rules of the State of California, the
Fund will apply above 5% test without excluding the value of
initial margin and premiums paid for bona fide hedging portions.
The Fund's use of futures contracts will not result in
leverage. Therefore, to the extent necessary, in instances
involving the purchase of futures contracts or the writing of
call or put options thereon by the Fund, an amount of cash, U.S.
government securities or other liquid, high-grade debt
obligations, equal to the market value of the futures contracts
and options thereon (less any related margin deposits), will be
identified in an account with the Fund's custodian to cover (such
as owning an offsetting position) the position, or alternative
cover will be employed. Assets used as cover or held in an
identified account cannot be old while the position in the
corresponding option or future is open, unless they are replaced
with similar assets. As a result, the commitment of a large
portion of a Fund's assets to cover or identified accounts could
impede portfolio management or the fund's ability to meet
redemption requests or over current obligations.
If the CFTC or other regulatory authorities adopt different
(including less stringent) or additional restrictions, the Fund
would comply with such new restrictions.
Trading in Futures Contracts
A futures contract provides for the future sale by one party
and purchase by another party of a specified amount of a specific
financial instrument (e.g., units of a stock index) for a
specified price, date, time and place designated at the time the
contract is made. Brokerage fees are incurred when a futures
contract is bought or sold and margin deposits must be
maintained. Entering into a contract to buy is commonly referred
to as buying or purchasing a contract or holding a long position.
PAGE 27
Entering into a contract to sell is commonly referred to as
selling a contract or holding a short position.
Unlike when the Fund purchases or sells a security, no price
would be paid or received by the Fund upon the purchase or sale
of a futures contract. Upon entering into a futures contract,
and to maintain the Fund's open positions in futures contracts,
the Fund would be required to deposit with its custodian in a
segregated account in the name of the futures broker an amount of
cash, U.S. government securities, suitable money market
instruments, or liquid, high-grade debt securities, known as
"initial margin." The margin required for a particular futures
contract is set by the exchange on which the contract is traded,
and may be significantly modified from time to time by the
exchange during the term of the contract. Futures contracts are
customarily purchased and sold on margins that may range upward
from less than 5% of the value of the contract being traded.
If the price of an open futures contract changes (by increase
in the case of a sale or by decrease in the case of a purchase)
so that the loss on the futures contract reaches a point at which
the margin on deposit does not satisfy margin requirements, the
broker will require an increase in the margin. However, if the
value of a position increases because of favorable price changes
in the futures contract so that the margin deposit exceeds the
required margin, the broker will pay the excess to the Fund.
These subsequent payments, called "variation margin," to and
from the futures broker, are made on a daily basis as the price
of the underlying assets fluctuate making the long and short
positions in the futures contract more or less valuable, a
process known as "marking to the market." The Fund expects to
earn interest income on its margin deposits.
Although certain futures contracts, by their terms, require
actual future delivery of and payment for the underlying
instruments, in practice most futures contracts are usually
closed out before the delivery date. Closing out an open futures
contract purchase or sale is effected by entering into an
offsetting futures contract sale or purchase, respectively, for
the same aggregate amount of the identical securities and the
same delivery date. If the offsetting purchase price is less
than the original sale price, the Fund realizes a gain; if it is
more, the Fund realizes a loss. Conversely, if the offsetting
sale price is more than the original purchase price, the Fund
realizes a gain; if it is less, the Fund realizes a loss. The
transaction costs must also be included in these calculations.
There can be no assurance, however, that the Fund will be able to
enter into an offsetting transaction with respect to a particular
futures contract at a particular time. If the Fund is not able
PAGE 28
to enter into an offsetting transaction, the Fund will continue
to be required to maintain the margin deposits on the futures
contract.
For example, the Standard & Poor's 500 Stock Index is composed
of 500 selected common stocks, most of which are listed on the
New York Stock Exchange. The S&P 500 Index assigns relative
weightings to the common stocks included in the Index, and the
Index fluctuates with changes in the market values of those
common stocks. In the case of the S&P 500 Index, contracts are
to buy or sell 500 units. Thus, if the value of the S&P 500
Index were $150, one contract would be worth $75,000 (500 units x
$150). The stock index futures contract specifies that no
delivery of the actual stock making up the index will take place.
Instead, settlement in cash occurs. Over the life of the
contract, the gain or loss realized by the Fund will equal the
difference between the purchase (or sale) price of the contract
and the price at which the contract is terminated. For example,
if the Fund enters into a futures contract to buy 500 units of
the S&P 500 Index at a specified future date at a contract price
of $150 and the S&P 500 Index is at $154 on that future date, the
Fund will gain $2,000 (500 units x gain of $4). If the Fund
enters into a futures contract to sell 500 units of the stock
index at a specified future date at a contract price of $150 and
the S&P 500 Index is at $152 on that future date, the Fund will
lose $1,000 (500 units x loss of $2).
Special Risks of Transactions in Futures Contracts
Volatility and Leverage. The prices of futures contracts are
volatile and are influenced, among other things, by actual and
anticipated changes in the market and interest rates, which in
turn are affected by fiscal and monetary policies and national
and international political and economic events.
Most United States futures exchanges limit the amount of
fluctuation permitted in futures contract prices during a single
trading day. The daily limit establishes the maximum amount that
the price of a futures contract may vary either up or down from
the previous day's settlement price at the end of a trading
session. Once the daily limit has been reached in a particular
type of futures contract, no trades may be made on that day at a
price beyond that limit. The daily limit governs only price
movement during a particular trading day and therefore does not
limit potential losses, because the limit may prevent the
liquidation of unfavorable positions. Futures contract prices
have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby
preventing prompt liquidation of futures positions and subjecting
some futures traders to substantial losses.
Because of the low margin deposits required, futures trading
involves an extremely high degree of leverage. As a result, a
PAGE 29
relatively small price movement in a futures contract may result
in immediate and substantial loss, as well as gain, to the
investor. For example, if at the time of purchase, 10% of the
value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract
would result in a total loss of the margin deposit, before any
deduction for the transaction costs, if the account were then
closed out. A 15% decrease would result in a loss equal to 150%
of the original margin deposit, if the contract were closed out.
Thus, a purchase or sale of a futures contract may result in
losses in excess of the amount invested in the futures contract.
However, the Fund would presumably have sustained comparable
losses if, instead of the futures contract, it had invested in
the underlying financial instrument and sold it after the
decline. Furthermore, in the case of a futures contract
purchase, in order to be certain that the Fund has sufficient
assets to satisfy its obligations under a futures contract, the
Fund earmarks to the futures contract money market instruments
equal in value to the current value of the underlying instrument
less the margin deposit.
Liquidity. The Fund may elect to close some or all of its
futures positions at any time prior to their expiration. The
Fund would do so to reduce exposure represented by long futures
positions or short futures positions. The Fund may close its
positions by taking opposite positions which would operate to
terminate the Fund's position in the futures contracts. Final
determinations of variation margin would then be made, additional
cash would be required to be paid by or released to the Fund, and
the Fund would realize a loss or a gain.
Futures contracts may be closed out only on the exchange or
board of trade where the contracts were initially traded.
Although the Fund intends to purchase or sell futures contracts
only on exchanges or boards of trade where there appears to be an
active market, there is no assurance that a liquid market on an
exchange or board of trade will exist for any particular contract
at any particular time. In such event, it might not be possible
to close a futures contract, and in the event of adverse price
movements, the Fund would continue to be required to make daily
cash payments of variation margin. However, in the event futures
contracts have been used to hedge the underlying instruments, the
Fund would continue to hold the underlying instruments subject to
the hedge until the futures contracts could be terminated. In
such circumstances, an increase in the price of underlying
instruments, if any, might partially or completely offset losses
on the futures contract. However, as described below, there is
no guarantee that the price of the underlying instruments will,
in fact, correlate with the price movements in the futures
contract and thus provide an offset to losses on a futures
contract.
PAGE 30
Hedging Risk. A decision of whether, when, and how to hedge
involves skill and judgment, and even a well-conceived hedge may
be unsuccessful to some degree because of unexpected market
behavior, market or interest rate trends. There are several
risks in connection with the use by the Fund of futures contracts
as a hedging device. One risk arises because of the imperfect
correlation between movements in the prices of the futures
contracts and movements in the prices of the underlying
instruments which are the subject of the hedge. Price-Fleming
will, however, attempt to reduce this risk by entering into
futures contracts whose movements, in its judgment, will have a
significant correlation with movements in the prices of the
Fund's underlying instruments sought to be hedged.
Successful use of futures contracts by the Fund for hedging
purposes is also subject to Price-Fleming's ability to correctly
predict movements in the direction of the market. It is possible
that, when the Fund has sold futures to hedge its portfolio
against a decline in the market, the index, indices, or
instruments underlying futures might advance and the value of the
underlying instruments held in the Fund's portfolio might
decline. If this were to occur, the Fund would lose money on the
futures and also would experience a decline in value in its
underlying instruments. However, while this might occur to a
certain degree, Price-Fleming believes that over time the value
of the Fund's portfolio will tend to move in the same direction
as the market indices used to hedge the portfolio. It is also
possible that if the Fund were to hedge against the possibility
of a decline in the market (adversely affecting the underlying
instruments held in its portfolio) and prices instead increased,
the Fund would lose part or all of the benefit of increased value
of those underlying instruments that it has hedged, because it
would have offsetting losses in its futures positions. In
addition, in such situations, if the Fund had insufficient cash,
it might have to sell underlying instruments to meet daily
variation margin requirements. Such sales of underlying
instruments might be, but would not necessarily be, at increased
prices (which would reflect the rising market). The Fund might
have to sell underlying instruments at a time when it would be
disadvantageous to do so.
In addition to the possibility that there might be an
imperfect correlation, or no correlation at all, between price
movements in the futures contracts and the portion of the
portfolio being hedged, the price movements of futures contracts
might not correlate perfectly with price movements in the
underlying instruments due to certain market distortions. First,
all participants in the futures market are subject to margin
deposit and maintenance requirements. Rather than meeting
additional margin deposit requirements, investors might close
futures contracts through offsetting transactions, which could
distort the normal relationship between the underlying
PAGE 31
instruments and futures markets. Second, the margin requirements
in the futures market are less onerous than margin requirements
in the securities markets, and as a result the futures market
might attract more speculators than the securities markets do.
Increased participation by speculators in the futures market
might also cause temporary price distortions. Due to the
possibility of price distortion in the futures market and also
because of the imperfect correlation between price movements in
the underlying instruments and movements in the prices of futures
contracts, even a correct forecast of general market trends by
Price-Fleming might not result in a successful hedging
transaction over a very short time period.
Options on Futures Contracts
The Fund may purchase and sell options on the same types of
futures in which it may invest.
Options on futures are similar to options on underlying
instruments except that options on futures give the purchaser the
right, in return for the premium paid, to assume a position in a
futures contract (a long position if the option is a call and a
short position if the option is a put), rather than to purchase
or sell the futures contract, at a specified exercise price at
any time during the period of the option. Upon exercise of the
option, the delivery of the futures position by the writer of the
option to the holder of the option will be accompanied by the
delivery of the accumulated balance in the writer's futures
margin account which represents the amount by which the market
price of the futures contract, at exercise, exceeds (in the case
of a call) or is less than (in the case of a put) the exercise
price of the option on the futures contract. Purchasers of
options who fail to exercise their options prior to the exercise
date suffer a loss of the premium paid.
As an alternative to writing or purchasing call and put
options on stock index futures, the Fund may write or purchase
call and put options on stock indices. Such options would be
used in a manner similar to the use of options on futures
contracts. From time to time, a single order to purchase or sell
futures contracts (or options thereon) may be made on behalf of
the Fund and other T. Rowe Price Funds. Such aggregated orders
would be allocated among the Funds and the other T. Rowe Price
Funds in a fair and non-discriminatory manner.
Special Risks of Transactions in Options on Futures Contracts
The risks described under "Special Risks of Transactions on
Futures Contracts" are substantially the same as the risks of
using options on futures. In addition, where the Fund seeks to
close out an option position by writing or buying an offsetting
option covering the same index, underlying instrument or contract
and having the same exercise price and expiration date, its
PAGE 32
ability to establish and close out positions on such options will
be subject to the maintenance of a liquid secondary market.
Reasons for the absence of a liquid secondary market on an
exchange include the following: (i) there may be insufficient
trading interest in certain options; (ii) restrictions may be
imposed by an exchange on opening transactions or closing
transactions or both; (iii) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes or
series of options, or underlying instruments; (iv) unusual or
unforeseen circumstances may interrupt normal operations on an
exchange; (v) the facilities of an exchange or a clearing
corporation may not at all times be adequate to handle current
trading volume; or (vi) one or more exchanges could, for economic
or other reasons, decide or be compelled at some future date to
discontinue the trading of options (or a particular class or
series of options), in which event the secondary market on that
exchange (or in the class or series of options) would cease to
exist, although outstanding options on the exchange that had been
issued by a clearing corporation as a result of trades on that
exchange would continue to be exercisable in accordance with
their terms. There is no assurance that higher than anticipated
trading activity or other unforeseen events might not, at times,
render certain of the facilities of any of the clearing
corporations inadequate, and thereby result in the institution by
an exchange of special procedures which may interfere with the
timely execution of customers' orders.
Additional Futures and Options Contracts
Although the Fund has no current intention of engaging in
futures or options transactions other than those described above,
it reserves the right to do so. Such futures and options trading
might involve risks which differ from those involved in the
futures and options described above.
Foreign Futures and Options
Participation in foreign futures and foreign options
transactions involves the execution and clearing of trades on or
subject to the rules of a foreign board of trade. Neither the
National Futures Association nor any domestic exchange regulates
activities of any foreign boards of trade, including the
execution, delivery and clearing of transactions, or has the
power to compel enforcement of the rules of a foreign board of
trade or any applicable foreign law. This is true even if the
exchange is formally linked to a domestic market so that a
position taken on the market may be liquidated by a transaction
on another market. Moreover, such laws or regulations will vary
depending on the foreign country in which the foreign futures or
foreign options transaction occurs. For these reasons, when the
Fund trades foreign futures or foreign options contracts, it may
not be afforded certain of the protective measures provided by
the Commodity Exchange Act, the CFTC's regulations and the rules
PAGE 33
of the National Futures Association and any domestic exchange,
including the right to use reparations proceedings before the
Commission and arbitration proceedings provided by the National
Futures Association or any domestic futures exchange. In
particular, funds received from the Fund for foreign futures or
foreign options transactions may not be provided the same
protections as funds received in respect of transactions on
United States futures exchanges. In addition, the price of any
foreign futures or foreign options contract and, therefore, the
potential profit and loss thereon may be affected by any variance
in the foreign exchange rate between the time the Fund's order is
placed and the time it is liquidated, offset or exercised.
Foreign Currency Transactions
A forward foreign currency exchange contract involves an
obligation to purchase or sell a specific currency at a future
date, which may be any fixed number of days from the date of the
contract agreed upon by the parties, at a price set at the time
of the contract. These contracts are principally traded in the
interbank market conducted directly between currency traders
(usually large, commercial banks) and their customers. A forward
contract generally has no deposit requirement, and no commissions
are charged at any stage for trades.
The Fund may enter into forward contracts for a variety of
purposes in connection with the management of the foreign
securities portion of its portfolio. The Fund's use of such
contracts would include, but not be limited to, the following:
First, when the Fund enters into a contract for the purchase
or sale of a security denominated in a foreign currency, it may
desire to "lock in" the U.S. dollar price of the security. By
entering into a forward contract for the purchase or sale, for a
fixed amount of dollars, of the amount of foreign currency
involved in the underlying security transactions, the Fund will
be able to protect itself against a possible loss resulting from
an adverse change in the relationship between the U.S. dollar and
the subject foreign currency during the period between the date
the security is purchased or sold and the date on which payment
is made or received.
Second, when Price-Fleming believes that one currency may
experience a substantial movement against another currency,
including the U.S. dollar, it may enter into a forward contract
to sell or buy the amount of the former foreign currency,
approximating the value of some or all of the Fund's portfolio
securities denominated in such foreign currency. Alternatively,
where appropriate, the Fund may hedge all or part of its foreign
currency exposure through the use of a basket of currencies or a
proxy currency where such currency or currencies act as an
effective proxy for other currencies. In such a case, the Fund
may enter into a forward contract where the amount of the foreign
PAGE 34
currency to be sold exceeds the value of the securities
denominated in such currency. The use of this basket hedging
technique may be more efficient and economical than entering into
separate forward contracts for each currency held in the Fund.
The precise matching of the forward contract amounts and the
value of the securities involved will not generally be possible
since the future value of such securities in foreign currencies
will change as a consequence of market movements in the value of
those securities between the date the forward contract is entered
into and the date it matures. The projection of short-term
currency market movement is extremely difficult, and the
successful execution of a short-term hedging strategy is highly
uncertain. Other than as set forth above, and immediately below,
the Fund will also not enter into such forward contracts or
maintain a net exposure to such contracts where the consummation
of the contracts would obligate the Fund to deliver an amount of
foreign currency in excess of the value of the Fund's portfolio
securities or other assets denominated in that currency. The
Fund, however, in order to avoid excess transactions and
transaction costs, may maintain a net exposure to forward
contracts in excess of the value of the Fund's portfolio
securities or other assets to which the forward contracts relate
(including accrued interest to the maturity of the forwards on
such securities provided the excess amount is "covered" by
liquid, high-grade debt securities, denominated in any currency,
at least equal at all times to the amount of such excess. For
these purposes "the securities or other assets to which the
forward contracts relate" may be securities or assets denominated
in a single currency, or where proxy forwards are used,
securities denominated in more than one currency). Under normal
circumstances, consideration of the prospect for currency
parities will be incorporated into the longer term investment
decisions made with regard to overall diversification strategies.
However, Price-Fleming believes that it is important to have the
flexibility to enter into such forward contracts when it
determines that the best interests of the Fund will be served.
At the maturity of a forward contract, the Fund may sell the
portfolio security and make delivery of the foreign currency, or
it may retain the security and either extend the maturity of the
forward contract (by "rolling" that contract forward) or may
initiate a new forward contract.
As indicated above, it is impossible to forecast with absolute
precision the market value of portfolio securities at the
expiration of the forward contract. Accordingly, it may be
necessary for the Fund to purchase additional foreign currency on
the spot market (and bear the expense of such purchase) if the
market value of the security is less than the amount of foreign
currency the Fund is obligated to deliver and if a decision is
PAGE 35
made to sell the security and make delivery of the foreign
currency. Conversely, it may be necessary to sell on the spot
market some of the foreign currency received upon the sale of the
portfolio security if its market value exceeds the amount of
foreign currency the Fund is obligated to deliver. However, as
noted, in order to avoid excessive transactions and transaction
costs, the Fund may use liquid, high-grade debt securities
denominated in any currency, to cover the amount by which the
value of a forward contract exceeds the value of the securities
to which it relates.
If the Fund retains the portfolio security and engages in an
offsetting transaction, the Fund will incur a gain or a loss (as
described below) to the extent that there has been movement in
forward contract prices. If the Fund engages in an offsetting
transaction, it may subsequently enter into a new forward
contract to sell the foreign currency. Should forward prices
decline during the period between the Fund's entering into a
forward contract for the sale of a foreign currency and the date
it enters into an offsetting contract for the purchase of the
foreign currency, the Fund will realize a gain to the extent the
price of the currency it has agreed to sell exceeds the price of
the currency it has agreed to purchase. Should forward prices
increase, the Fund will suffer a loss to the extent of the price
of the currency it has agreed to purchase exceeds the price of
the currency it has agreed to sell.
The Fund's dealing in forward foreign currency exchange
contracts will generally be limited to the transactions described
above. However, the Fund reserves the right to enter into
forward foreign currency contracts for different purposes and
under different circumstances. Of course, the Fund is not
required to enter into forward contracts with regard to its
foreign currency-denominated securities and will not do so unless
deemed appropriate by Price-Fleming. It also should be realized
that this method of hedging against a decline in the value of a
currency does not eliminate fluctuations in the underlying prices
of the securities. It simply establishes a rate of exchange at a
future date. Additionally, although such contracts tend to
minimize the risk of loss due to a decline in the value of the
hedged currency, at the same time, they tend to limit any
potential gain which might result from an increase in the value
of that currency.
Although the Fund values its assets daily in terms of U.S.
dollars, it does not intend to convert its holdings of foreign
currencies into U.S. dollars on a daily basis. It will do so
from time to time, and investors should be aware of the costs of
currency conversion. Although foreign exchange dealers do not
charge a fee for conversion, they do realize a profit based on
the difference (the "spread") between the prices at which they
are buying and selling various currencies. Thus, a dealer may
offer to sell a foreign currency to the Fund at one rate, while
PAGE 36
offering a lesser rate of exchange should the Fund desire to
resell that currency to the dealer.
Federal Tax Treatment of Options, Futures Contracts and Forward
Foreign Exchange Contracts
The Fund may enter into certain option, futures, and forward
foreign exchange contracts, including options and futures on
currencies, which will be treated as Section 1256 contracts or
straddles.
Transactions which are considered Section 1256 contracts will
be considered to have been closed at the end of the Fund's fiscal
year and any gains or losses will be recognized for tax purposes
at that time. Such gains or losses from the normal closing or
settlement of such transactions will be characterized as 60%
long-term capital gain or loss and 40% short-term capital gain or
loss regardless of the holding period of the instrument. The
Fund will be required to distribute net gains on such
transactions to shareholders even though it may not have closed
the transaction and received cash to pay such distributions.
Options, futures and forward foreign exchange contracts,
including options and futures on currencies, which offset a
foreign dollar denominated bond or currency position may be
considered straddles for tax purposes in which case a loss on any
position in a straddle will be subject to deferral to the extent
of unrealized gain in an offsetting position. The holding period
of the securities or currencies comprising the straddle will be
deemed not to begin until the straddle is terminated. For
securities offsetting a purchased put, this adjustment of the
holding period may increase the gain from sales of securities
held less than three months. The holding period of the security
offsetting an "in-the-money qualified covered call" option on an
equity security will not include the period of time the option is
outstanding.
Losses on written covered calls and purchased puts on
securities, excluding certain "qualified covered call" options on
equity securities, may be long-term capital loss, if the security
covering the option was held for more than twelve months prior to
the writing of the option.
In order for the Fund to continue to qualify for federal
income tax treatment as a regulated investment company, at least
90% of its gross income for a taxable year must be derived from
qualifying income; i.e., dividends, interest, income derived from
loans of securities, and gains from the sale of securities or
currencies. Pending tax regulations could limit the extent that
net gain realized from option, futures or foreign forward
exchange contracts on currencies is qualifying income for
purposes of the 90% requirement. In addition, gains realized on
the sale or other disposition of securities, including option,
PAGE 37
futures or foreign forward exchange contracts on securities or
securities indexes and, in some cases, currencies, held for less
than three months, must be limited to less than 30% of the Fund's
annual gross income. In order to avoid realizing excessive gains
on securities or currencies held less than three months, the Fund
may be required to defer the closing out of option, futures or
foreign forward exchange contracts) beyond the time when it would
otherwise be advantageous to do so. It is anticipated that
unrealized gains on Section 1256 option, futures and foreign
forward exchange contracts, which have been open for less than
three months as of the end of the Fund's fiscal year and which
are recognized for tax purposes, will not be considered gains on
securities or currencies held less than three months for purposes
of the 30% test.
INVESTMENT RESTRICTIONS
Fundamental policies of the Fund may not be changed without
the approval of the lesser of (1) 67% of a Fund's shares present
at a meeting of shareholders if the holders of more than 50% of
the outstanding shares are present in person or by proxy or (2)
more than 50% of a Fund's outstanding shares. Other
restrictions, in the form of operating policies, are subject to
change by the Fund's Board of Directors without shareholder
approval. Any investment restriction set forth herein or in the
prospectus which involves a maximum percentage of securities or
assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after, and is caused by,
an acquisition of securities or assets of, or borrowings by, the
Fund.
Fundamental Policies
As a matter of fundamental policy, the Fund may not:
(1) Borrowing. Borrow money except that the Fund may (i)
borrow for non-leveraging, temporary or emergency
purposes and (ii) engage in reverse repurchase
agreements and make other investments or engage in other
transactions, which may involve a borrowing, in a manner
consistent with the Fund's investment objective and
program, provided that the combination of (i) and (ii)
shall not exceed 33 1/3% of the value of the Fund's
total assets (including the amount borrowed) less
liabilities (other than borrowings) or such other
percentage permitted by law. Any borrowings which come
to exceed this amount will be reduced in accordance with
applicable law. The Fund may borrow from banks, other
Price Funds or other persons to the extent permitted by
applicable law.
PAGE 38
(2) Commodities. Purchase or sell physical commodities;
except that it may enter into futures contracts and
options thereon;
(3) Industry Concentration. Purchase the securities of any
issuer if, as a result, more than 25% of the value of
the Fund's total assets would be invested in the
securities of issuers having their principal business
activities in the same industry;
(4) Loans. Make loans, although the Fund may (i)
participate in an interfund lending program with other
Price Funds provided that no such loan may be made if,
as a result, the aggregate of such loans would exceed 33
1/3% of the value of the Fund's total assets;
(ii) purchase money market securities and enter into
repurchase agreements; and (iii) acquire publicly-
distributed or privately-placed debt securities and
purchase debt;
(5) Percent Limit on Assets Invested in Any One Issuer.
Purchase a security if, as a result, with respect to 75%
of the value of the Fund's total assets, more than 5% of
the value of its total assets would be invested in the
securities of any one issuer (other than obligations
issued or guaranteed by the U.S. Government, its
agencies or instrumentalities);
(6) Percent Limit on Share Ownership of Any One Issuer.
Purchase a security if, as a result, with respect to 75%
of the value of the Fund's total assets, more than 10%
of the outstanding voting securities of any issuer would
be held by the Fund (other than obligations issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities) provided that, as an operating
policy, the Fund will not purchase a security if, as a
result, more than 10% of the outstanding voting
securities of any issuer would be held by the Fund;
(7) Real Estate. Purchase or sell real estate unless
acquired as a result of ownership of securities or other
instruments (but this shall not prevent the Fund from
investing in securities or other instruments backed by
real estate or securities of companies engaged in the
real estate business;
(8) Senior Securities. Issue senior securities except in
compliance with the Investment Company Act of 1940; or
(9) Underwriting. Underwrite securities issued by other
persons, except to the extent that the Fund may be
deemed to be an underwriter within the meaning of the
Securities Act of 1933 in connection with the purchase
and sale of its portfolio securities in the ordinary
course of pursuing its investment program.
PAGE 39
With respect to investment restrictions (1) and (4), the
Fund will not borrow from or lend to any other T. Rowe
Price Fund unless it applies for and receives an exemptive
order from the SEC or the SEC issues rules permitting such
transactions. The Fund has no current intention of
engaging in any such activity and there is no assurance the
SEC would grant any order requested by the Fund or
promulgate any rules allowing the transactions.
For purposes of investment restriction (3), U.S., state or
local governments, or related agencies or
instrumentalities, are not considered an industry.
Operating Policies
As a matter of operating policy, the Fund may not:
(1) Borrowing. The Fund will not purchase additional
securities when money borrowed exceeds 5% of its total
assets.
(2) Control of Portfolio Companies. Invest in companies for
the purpose of exercising management or control;
(3) Futures Contracts. Purchase a futures contract or an
option thereon if, with respect to positions in futures
or options on futures which do not represent bona fide
hedging, the aggregate initial margin and premiums on
such positions would exceed 5% of the Fund's net asset
value.
(4) Illiquid Securities. Purchase illiquid securities and
securities of unseasoned issuers if, as a result, more
than 15% of its net assets would be invested in such
securities, provided that the Fund will not invest more
than 5% of its total assets in restricted securities and
not more than 5% in securities of unseasoned issuers.
Securities eligible for resale under Rule 144A of the
Securities Act of 1933 are not included in the 5%
limitation but are subject to the 15% limitation;
(4) Investment Companies. Purchase securities of open-end
or closed-end investment companies except in compliance
with the Investment Company Act of 1940 and applicable
state law. Duplicate fees may result from such
purchases;
(5) Margin. Purchase securities on margin, except (i) for
use of short-term credit necessary for clearance of
purchases of portfolio securities and (ii) it may make
margin deposits in connection with futures contracts or
other permissible investments;
PAGE 40
(6) Mortgaging. Mortgage, pledge, hypothecate or, in any
manner, transfer any security owned by the Fund as
security for indebtedness except as may be necessary in
connection with permissible borrowings or investments
and then such mortgaging, pledging or hypothecating may
not exceed 33 1/3% of the Fund's total assets at the
time of borrowing or investment;
(7) Oil and Gas Programs. Purchase participations or other
direct interests or enter into leases with respect to,
oil, gas, or other mineral exploration or development
programs;
(8) Options, Etc. Invest in puts, calls, straddles,
spreads, or any combination thereof, except to the
extent permitted by the prospectus and Statement of
Additional Information;
(9) Ownership of Portfolio Securities by Officers and
Directors. Purchase or retain the securities of any
issuer if, to the knowledge of the Fund's management,
those officers and directors of the Fund, and of its
investment manager, who each own beneficially more than
.5% of the outstanding securities of such issuer,
together own beneficially more than 5% of such
securities;
(10) Short Sales. Effect short sales of securities;
(11) Unseasoned Issuers. Purchase a security (other than
obligations issued or guaranteed by the U.S., any state
or local government, or any foreign government, their
agencies or instrumentalities) if, as a result, more
than 5% of the value of the Fund's total assets would be
invested in the securities issuers which at the time of
purchase had been in operation for less than three years
(for this purpose, the period of operation of any issuer
shall include the period of operation of any predecessor
or unconditional guarantor of such issuer). This
restriction does not apply to securities of pooled
investment vehicles or mortgage or asset-backed
securities; or
(12) Warrants. Invest in warrants if, as a result thereof,
more than 2% of the value of the total assets of the
Fund would be invested in warrants which are not listed
on the New York Stock Exchange, the American Stock
Exchange, or a recognized foreign exchange, or more than
5% of the value of the total assets of the Fund would be
invested in warrants whether or not so listed. For
purposes of these percentage limitations, the warrants
will be valued at the lower of cost or market and
warrants acquired by the Funds in units or attached to
securities may be deemed to be without value.
PAGE 41
In addition to the restrictions described above, some foreign
countries limit, or prohibit, all direct foreign investment in
the securities of their companies. However, the governments of
some countries have authorized the organization of investment
funds to permit indirect foreign investment in such securities.
For tax purposes these funds may be known as Passive Foreign
Investment Companies. Each Fund is subject to certain percentage
limitations under the 1940 Act and certain states relating to the
purchase of securities of investment companies, and may be
subject to the limitation that no more than 10% of the value of
the Fund's total assets may be invested in such securities.
INVESTMENT PERFORMANCE
Total Return Performance
The Fund's calculation of total return performance includes
the reinvestment of all capital gain distributions and income
dividends for the period or periods indicated, without regard to
tax consequences to a shareholder in the Fund. Total return is
calculated as the percentage change between the beginning value
of a static account in the Fund and the ending value of that
account measured by the then current net asset value, including
all shares acquired through reinvestment of income and capital
gains dividends. The results shown are historical and should not
be considered indicative of the future performance of the Fund.
Each average annual compound rate of return is derived from the
cumulative performance of the Fund over the time period
specified. The annual compound rate of return for the Fund over
any other period of time will vary from the average.
Cumulative Performance Percentage Change
Since
1 Year 3 Years Inception
Ended Ended 9/7/89 to
12/31/93+12/31/93 12/31/93++
_________________ __________
Foreign Equity Fund 40.76% 56.41% 53.06%
S&P 500 10.07 54.48 53.91
Dow Jones Industrial Average 16.99 56.11 59.84
Lipper International Funds Average 39.40 50.3744.50+++
EAFE Index 32.94 31.84 10.75+++
CPI 2.75 8.97 17.01+++
Financial Times Actuaries
Euro-Pacific Index 31.37 28.95 8.22+++
Average Annual Compound Rates of Return
PAGE 42
Since
1 Year 3 Years Inception
Ended Ended 9/07/89 to
12/31/93+12/31/93 12/31/93++
_________________ __________
Foreign Equity Fund 40.76% 16.08% 10.37%
S&P 500 10.07 15.60 10.51
Dow Jones Industrial Average 16.99 16.0111.48
Lipper International Funds Average 39.4014.29
8.58+++
EAFE Index 32.94 9.65 2.38+++
CPI 2.75 2.90 3.69+++
Financial Times Actuaries
Euro-Pacific Index 31.37 8.84 0.69+++
+If you invested $1,000 at the beginning of 1993, the total
return on December 31, 1993 would be $1,407.60 ($1,000 x 1.4076).
++Assumes purchase of one share of Foreign Equity Fund at the
public offering price of $10.00 on September 7, 1989. Over this
time, stock prices in general have risen.
+++8/31/89 - 12/31/93
The EAFE Index (Capital International Europe, Australia, Far
East Index) is a generally accepted benchmark for performance of
major overseas markets.
From time to time, in reports and promotional literature: (1)
the Fund's total return performance or P/E ratio may be compared
to any one or combination of the following: (i) the Standard &
Poor's 500 Stock Index and Dow Jones Industrial Average so that
you may compare the Fund's results with those of a group of
unmanaged securities widely regarded by investors as
representative of the U.S. stock market in general; (ii) other
groups of mutual funds, including T. Rowe Price Funds, tracked
by: (A) Lipper Analytical Services, a widely used independent
research firm which ranks mutual funds by overall performance,
investment objectives, and assets; (B) Morningstar, Inc., another
widely used independent research firm which ranks mutual funds;
or (C) other financial or business publications, such as Business
Week, Money Magazine, Forbes and Barron's, which provide similar
information; (iii) the EAFE index; (iv) The Financial Times (a
London based international financial newspaper)-Actuaries World
Indices, including Europe and sub indices comprising this Index
(a wide range of comprehensive measures of stock price
performance for the major stock markets as well as for regional
areas, broad economic sectors and industry groups); (v) Morgan
Stanley Capital International Indices, including the EAFE Index,
Pacific Basin Index and Pacific Ex Japan Index which is a
widely-recognized series of indices in international market
performance; (vi) Baring International Investment Management
Limited (an international securities trading, research, and
PAGE 43
investment management firm), as a source for market
capitalization, GDP and GNP; (vii) the International Finance
Corporation (an affiliate of the World Bank established to
encourage economic development in less developed countries),
World Bank, OECD (Organization for Economic Co-Operation and
Development) and IMF (International Monetary Fund) as a source of
economic statistics; and (viii) indices of stocks comparable to
those in which the Fund invests; (2) the Consumer Price Index
(measure for inflation) may be used to assess the real rate of
return from an investment in the Fund; (3) other U.S. or foreign
government statistics such as GNP, and net import and export
figures derived from governmental publications, e.g. The Survey
of Current Business, may be used to illustrate investment
attributes of the Fund or the general economic, business,
investment, or financial environment in which the Fund operates;
(4) the effect of tax-deferred compounding on the Fund's
investment returns, or on returns in general, may be illustrated
by graphs, charts, etc. where such graphs or charts would
compare, at various points in time, the return from an investment
in the Fund (or returns in general) on a tax-deferred basis
(assuming reinvestment of capital gains and dividends and
assuming one or more tax rates) with the return on a taxable
basis; and (5) the sectors or industries in which the Fund
invests may be compared to relevant indices or surveys (e.g. S&P
Industry Surveys) in order to evaluate the Fund's historical
performance or current or potential value with respect to the
particular industry or sector. In connection with (4) above,
information derived from the following chart may be used:
IRA Versus Taxable Return
Assuming 9% annual rate of return, $2,000 annual contribution and
28% tax bracket.
Year Taxable Tax Deferred
____ _______ ____________
10 $ 28,700 $ 33,100
15 51,400 64,000
20 82,500 111,500
25 125,100 184,600
30 183,300 297,200
IRAs
An IRA is a long-term investment whose objective is to
accumulate personal savings for retirement. Due to the long-term
nature of the investment, even slight differences in performance
will result in significantly different assets at retirement.
Mutual funds, with their diversity of choice, can be used for IRA
investments. Generally, individuals may need to adjust their
underlying IRA investments as their time to retirement and
tolerance for risk changes.
PAGE 44
Other Features and Benefits
The Fund is a member of the T. Rowe Price Family of Funds and
may help investors achieve various long-term investment goals,
such as investing money for retirement, saving for a down payment
on a home, or paying college costs. To explain how the Fund
could be used to assist investors in planning for these goals and
to illustrate basic principles of investing, various worksheets
and guides prepared by T. Rowe Price Associates, Inc. and/or T.
Rowe Price Investment Services, Inc. may be made available.
These currently include: the Asset Mix Worksheet which is
designed to show shareholders how to reduce their investment risk
by developing a diversified investment plan: the College Planning
Guide which discusses various aspects of financial planning to
meet college expenses and assists parents in projecting the costs
of a college education for their children; the Retirement
Planning Kit (also available in a PC version) which includes a
detailed workbook to determine how much money you may need for
retirement and suggests how you might invest to reach your goal;
and the Retirees Financial Guide which includes a detailed
workbook to determine how much money you can afford to spend and
still preserve your purchasing power and suggest how you might
invest to reach your goal. From time to time, other worksheets
and guides may be made available as well. Of course, an
investment in the Fund cannot guarantee that such goals will be
met.
To assist investors in understanding the different returns
and risk characteristics of various investments, the
aforementioned guides will include presentation of historical
returns of various investments using published indices. An
example of this is shown below.
Historical Returns for Different Investments
Annualized returns for periods ended 12/31/93
50 years 20 years 10 years 5 years
Small-Company Stocks 15.3% 18.8% 10.0% 13.3%
Large-Company Stocks 12.3 12.8 14.9 14.5
Foreign Stocks N/A 14.4 17.9 2.3
Long-Term Corporate Bonds 5.6 10.2 14.0 13.0
Intermediate-Term U.S.
Gov't. Bonds 5.7 9.8 11.4 11.3
Treasury Bills 4.6 7.5 6.4 5.6
U.S. Inflation 4.3 5.9 3.7 3.9
PAGE 45
Sources: Ibbotson Associates, Morgan Stanley. Foreign stocks
reflect performance of The Morgan Stanley Capital International
EAFE Index, which includes some 1,000 companies representing the
stock markets of Europe, Australia, New Zealand, and the Far
East. This chart is for illustrative purposes only and should
not be considered as performance for, or the annualized return
of, any T. Rowe Price Fund. Past performance does not guarantee
future results.
Also included will be various portfolios demonstrating how
these historical indices would have performed in various
combinations over a specified time period in terms of return. An
example of this is shown below.
Performance of Retirement Portfolios*
Asset Mix Average Annualized Value
Returns 20 Years of
Ended 12/31/93 $10,000
Investment
After Period
___________________________________________ ____________
Nominal Real Best Worst
PortfolioGrowthIncomeSafetyReturnReturn**Year Year
I. Low
Risk 40% 40% 20% 11.3% 5.4% 24.9% -9.3%$ 79,775
II. Moderate
Risk 60% 30% 10% 12.1% 6.2% 29.1%-15.6%$ 90,248
III. High
Risk 80% 20% 0% 12.9% 7.0% 33.4%-21.9%$100,031
Source: T. Rowe Price Associates; data supplied by Lehman
Brothers, Wilshire Associates, and Ibbotson Associates.
* Based on actual performance for the 20 years ended 1993 of
stocks (85% Wilshire 5000 and 15% Europe, Australia, Far East
[EAFE] Index), bonds (Lehman Brothers Aggregate Bond Index
from 1976-93 and Lehman Brothers Government/Corporate Bond
Index from 1974-75), and 30-day Treasury bills from January
1974 through December 1993. Past performance does not
guarantee future results. Figures include changes in
principal value and reinvested dividends and assume the same
asset mix is maintained each year. This exhibit is for
illustrative purposes only and is not representative of the
performance of any T. Rowe Price fund.
** Based on inflation rate of 5.9% for the 20-year period ended
12/31/93.
PAGE 46
From time to time, Insights, a T. Rowe Price publication of
reports on specific investment topics and strategies, may be
included in the Fund's fulfillment kit. Such reports may include
information concerning: calculating taxable gains and losses on
mutual fund transactions, coping with stock market volatility,
benefiting from dollar cost averaging, understanding
international markets, investing in high-yield "junk" bonds,
growth stock investing, conservative stock investing, value
investing, investing in small companies, tax-free investing,
fixed income investing, investing in mortgage-backed securities,
as well as other topics and strategies.
Redemptions in Kind
In the unlikely event a shareholder were to receive an in kind
redemption of portfolio securities of the Fund, brokerage fees
could be incurred by the shareholder in a subsequent sale of such
securities.
Issuance of Fund Shares for Securities
Transactions involving issuance of a fund's shares for
securities or assets other than cash will be limited to (1) bona
fide reorganizations; (2) statutory mergers; or (3) other
acquisitions of portfolio securities that: (a) meet the
investment objective and policies of the Fund; (b) are acquired
for investment and not for resale except in accordance with
applicable law; (c) have a value that is readily ascertainable
via listing on or trading in a recognized United States or
international exchange or market; and (d) are not illiquid.
MANAGEMENT OF FUND
The officers and directors of the Fund are listed below.
Unless otherwise noted, the address of each is 100 East Pratt
Street, Baltimore, Maryland 21202. Except as indicated, each has
been an employee of T. Rowe Price for more than five years. In
the list below, the Fund's directors who are considered
"interested persons" of T. Rowe Price or the Fund as defined
under Section 2(a)(19) of the Investment Company Act of 1940 are
noted with an asterisk (*). These directors are referred to as
inside directors by virtue of their officership, directorship,
and/or employment with T. Rowe Price.
*M. DAVID TESTA, Chairman of the Board--Chairman of the Board,
Price-Fleming; Managing Director, T. Rowe Price; Vice President
and Director, T. Rowe Price Trust Company; Chartered Financial
Analyst
*MARTIN G. WADE, President and Director--President,
Price-Fleming; Director, Robert Fleming Holdings Limited;
Address: 25 Copthall Avenue, London, EC2R 7DR, England
LEO C. BAILEY, Director--Retired; Address: 3396 South Placita
Fabula, Green Valley, AZ 85614
PAGE 47
ANTHONY W. DEERING, Director--Executive Vice President and Chief
Financial Officer, The Rouse Company, real estate developers,
Columbia, Maryland; Advisory Director, Kleinwort, Benson (North
America) Corporation, a registered broker-dealer; Address: 10275
Little Patuxent Parkway, Columbia, Maryland 21044
DONALD W. DICK, JR., Director--Principal, Overseas Partners,
Inc., a financial investment firm; formerly (6/65-3/89) Director
and Vice President--Consumer Products Division, McCormick &
Company, Inc., international food processors; Director, Waverly
Press, Inc., Baltimore, Maryland; Address: 375 Park Avenue, Suite
2201, New York, New York, 10152
ADDISON LANIER, Director--Financial management; President and
Director, Thomas Emery's Sons, Inc. and Emery Group, Inc.;
Director, Scinet Development & Holdings, Inc.; Address: 441 Vine
Street, #2310, Cincinnati, Ohio 45202-2913
EDWARD A. WIESE, Executive Vice President--Vice President, Price-
Fleming, T. Rowe Price, and T. Rowe Price Trust Company
CHRISTOPHER D. ALDERSON, Vice President--Vice President,
Price-Fleming
JOHN R. FORD, Vice President--Executive Vice President,
Price-Fleming
HENRY H. HOPKINS, Vice President--Vice President, Price-Fleming
and T. Rowe Price Retirement Plan Services, Inc.; Managing
Director, T. Rowe Price; Vice President and Director, T. Rowe
Price Investment Services, Inc., T. Rowe Price Services, Inc.,
and T. Rowe Price Trust Company
ROBERT C. HOWE, Vice President--Vice President, Price-Fleming and
T. Rowe Price
GEORGE A. MURNAGHAN, Vice President--Vice President,
Price-Fleming, T. Rowe Price, T. Rowe Price Trust Company, and T.
Rowe Price Investment Services, Inc.
JAMES S. RIEPE, Vice President--Managing Director, T. Rowe Price;
Chairman of the Board, T. Rowe Price Services, Inc., T. Rowe
Price Retirement Plan Services, Inc. and T. Rowe Price Trust
Company; President and Director, T. Rowe Price Investment
Services, Inc.; Director, Rhone-Poulenc Rorer, Inc.
R. TODD RUPPERT, Vice President--Vice President, T. Rowe Price,
T. Rowe Price Trust Company and T. Rowe Price Retirement Plan
Services, Inc.
JAMES B.M. SEDDON, Vice President--Vice President, Price-Fleming
DAVID J. L. WARREN, Vice President--Executive Vice President,
Price-Fleming
WILLIAM F. WENDLER, II, Vice President--Vice President,
Price-Fleming, T. Rowe Price, and T. Rowe Price Investment
Services, Inc.
LENORA V. HORNUNG, Secretary--Vice President, T. Rowe Price
CARMEN F. DEYESU, Treasurer--Vice President, T. Rowe Price, T.
Rowe Price Services, Inc., and T. Rowe Price Trust Company
DAVID S. MIDDLETON, Controller--Vice President, T. Rowe Price, T.
Rowe Price Services, Inc., and T. Rowe Price Trust Company
ROGER L. FIERY, Assistant Vice President--Vice President, Price-
Fleming
PAGE 48
EDWARD T. SCHNEIDER, Assistant Vice President--Vice President, T.
Rowe Price Services, Inc.
INGRID I. VORDEMBERGE, Assistant Vice President--Employee, T.
Rowe Price
The Fund's Executive Committee, comprised of Messrs. Testa and
Wade, has been authorized by the Board of Directors to exercise
all of the powers of the Board to manage the Fund in the
intervals between meetings of the Board, except the powers
prohibited by statute from being delegated.
PRINCIPAL HOLDERS OF SECURITIES
As of the date of the prospectus, the officers and directors
of the Fund, as a group, owned less than 1% of the outstanding
shares of the Fund.
INVESTMENT MANAGEMENT SERVICES
Services
Under the Management Agreement, Price-Fleming provides
Institutional International, on behalf of the Fund, with
discretionary investment services. Specifically, Price-Fleming
is responsible for supervising and directing the investments of
the Fund in accordance with the Fund's investment objective,
program, and restrictions as provided in its prospectus and this
Statement of Additional Information. Price-Fleming is also
responsible for effecting all security transactions on behalf of
the Fund, including the negotiation of commissions and the
allocation of principal business and portfolio brokerage. In
addition to these services, Price-Fleming provides the Fund with
certain corporate administrative services, including: maintaining
Institutional International's corporate existence and corporate
records; registering and qualifying Fund shares under federal and
state laws; monitoring the financial, accounting, and
administrative functions of the Fund; maintaining liaison with
the agents employed by Institutional International such as the
Fund's custodian and transfer agent; assisting the Fund in the
coordination of such agents' activities; and permitting
Price-Fleming's employees to serve as officers, directors, and
committee members of the Fund without cost to the Fund.
The Management Agreement also provides that Price-Fleming, its
directors, officers, employees and certain other persons
performing specific functions for the Fund will only be liable to
the Fund or Institutional International for losses resulting from
willful misfeasance, bad faith, gross negligence or reckless
disregard of duty.
PAGE 49
Under the Management Agreement, Price-Fleming is permitted to
utilize the services or facilities of others to provide it or the
Fund with statistical and other factual information, advice
regarding economic factors and trends, advice as to occasional
transactions in specific securities, and such other information,
advice or assistance as Price-Fleming may deem necessary,
appropriate, or convenient for the discharge of its obligations
under the Management Agreement or otherwise helpful to the Fund.
Certain administrative support is provided by Price Associates
which receives from Price-Fleming a fee of .15% of the market
value of all assets in equity accounts, .15% of the market value
of all assets in active fixed income accounts and .035% of the
market value of all assets in passive fixed income accounts under
Price-Fleming's management.
Price-Fleming has entered into separate letters of agreement
with Fleming Investment Management Limited ("FIM"), Fleming
International Fixed Interest Management Limited ("FIFIM"), and
Jardine Fleming Investment Holdings Limited ("JFIH"), wherein
FIM, FIFIM, and JFIH have agreed to render investment research
and administrative support to Price-Fleming. FIM and FIFIM are
wholly-owned subsidiaries of Robert Fleming Asset Management
Limited which is a wholly-owned subsidiary of Robert Fleming
Holdings Limited ("Robert Fleming Holdings"). JHIH is an
indirect wholly-owned subsidiary of Jardine Fleming Group
Limited. Under the letters of agreement, these companies will
provide Price-Fleming with research material containing
statistical and other factual information, advice regarding
economic factors and trends, advice on the allocation of
investments among countries and as between debt and equity
classes of securities, and research and occasional advice with
respect to specific companies. For these services, FIM and JFIH
each receives a fee of .075% of the market value of all assets in
equity accounts under Price-Fleming's management. FIFIM and JFIH
each receives a fee of .075% of the market value of all assets in
active fixed income accounts and .0175% of such market value in
passive fixed income accounts under Price-Fleming's management.
Robert Fleming personnel have extensive research resources
throughout the world. A strong emphasis is placed on direct
contact with companies in the research universe. Robert Fleming
personnel, who frequently speak the local language, have access
to the full range of research products available in the market
place and are encouraged to produce independent work dedicated
solely to portfolio investment management, which adds value to
that generally available.
For its services to the Fund under the Management Agreement,
Price-Fleming is paid an annual fee, in monthly installments,
based on the Fund's average daily net assets at the rate of .70%.
For the years 1993, 1992, and 1991, Price-Fleming received from
the
PAGE 50
Fund management fees totaling $2,064,000, $1,437,000, and
$767,000, respectively.
Limitation on Fund Expenses
The Management Agreement between Institutional International,
on behalf of the Fund, and Price-Fleming, provides that the Fund
will bear all expenses of its operations not specifically assumed
by Price-Fleming. However, in compliance with certain state
regulations, Price-Fleming will reimburse the Fund for certain
expenses which in any year exceed the limits prescribed by any
state in which the Fund's shares are qualified for sale.
Presently, the most restrictive expense ratio limitation imposed
by any state is 2.5% of the first $30 million of the Fund's
average daily net assets, 2% of the next $70 million of the
Fund's assets, and 1.5% of net assets in excess of $100 million.
For the purpose of determining whether the Fund is entitled to
reimbursement, the expenses of the Fund are calculated on a
monthly basis. If the Fund is entitled to reimbursement, that
month's management fee will be reduced or postponed, with any
adjustment made after the end of the year.
Price-Fleming agreed that through February 29, 1992, the
Fund's expense ratio would not exceed 1.00% of the average daily
net assets of the Fund. However, any amount paid or assumed by
Price-Fleming pursuant to this expense ratio limitation is
subject to reimbursement monthly by the Fund to Price-Fleming
after February 29, 1992, provided, that no such reimbursement
will be made to Price-Fleming after February 28, 1994, and any
such reimbursement will only be made to the extent it does not
result in the Fund's aggregate expenses exceeding an expense
ratio limitation of 1.00% (or such lower amount as may be imposed
by a state expense ratio limitation to which the Fund is subject)
in any month. The Management Agreement also provides that one or
more additional expense limitation periods may be implemented
after the expiration of the one on February 29, 1992, and that
with respect to any additional limitation period, the Fund may
reimburse Price-Fleming for a period of up to two years, provided
the reimbursement does not result in the Fund's aggregate
expenses exceeding the additional expense limitation (or any
applicable state expense limitation). Although Price-Fleming may
at any time voluntarily extend an expense limitation without
shareholder approval, this provision permits Price-Fleming to
adopt an additional expense limitation from time to time and be
reimbursed for any amount it assumed or waived under such an
additional expense limitation after the expiration of the present
expense limitation on February 29, 1992. Effective January 1,
1992, Price-Fleming agreed to bear any expenses through December
31, 1993, which would cause the Fund's ratio of expenses to
average net assets to exceed 1.00%. Expenses paid or assumed
under the agreement are subject to reimbursement to Price-Fleming
by the Fund whenever the Fund's expense ratio is below 1.00%;
however, no reimbursement will be made after December 31, 1993,
or if it would result in the expense ratio exceeding 1.00%.
PAGE 51
DISTRIBUTOR FOR FUND
T. Rowe Price Investment Services, Inc. ("Investment
Services"), a Maryland corporation formed in 1980 as a
wholly-owned subsidiary of T. Rowe Price, serves as principal
underwriter for Institutional International. Investment Services
is registered as a broker-dealer under the Securities Exchange
Act of 1934 and is a member of the National Association of
Securities Dealers, Inc. The offering of the Fund's shares is
continuous.
Investment Services is located at the same address as the Fund
and T. Rowe Price -- 100 East Pratt Street, Baltimore, Maryland
21202.
Investment Services serves as distributor to the Fund pursuant
to an Underwriting Agreement, which provides that the Fund will
pay all fees and expenses in connection with: issuing its shares,
including expenses of confirming purchase orders.
CUSTODIAN
State Street Bank and Trust Company (the "Bank") is the
custodian for the Fund's securities and cash, but it does not
participate in the Fund's investment decisions. Portfolio
securities purchased in the U.S. are maintained in the custody of
the Bank and may be entered into the Federal Reserve Book Entry
System, or the security depository system of the Depository Trust
Corporation. The Bank and Fund have entered into a Sub-Custodian
Agreement with The Chase Manhattan Bank, N.A., London, pursuant
to which portfolio securities which are purchased outside the
United States are maintained in the custody of various foreign
branches and affiliates of The Chase Manhattan Bank and such
other custodians, including foreign banks and foreign securities
depositories, in accordance with regulations under the Investment
Company Act of 1940. The Bank's main office is at 225 Franklin
Street, Boston, Massachusetts 02110. The address for The Chase
Manhattan Bank, N.A., London is Woolgate House, Coleman Street,
London, EC2P 2HD, England.
PORTFOLIO TRANSACTIONS
Investment or Brokerage Discretion
Decisions with respect to the purchase and sale of portfolio
securities on behalf of the Fund is made by Price-Fleming.
Price-Fleming is also responsible for implementing these
decisions, including the allocation of portfolio brokerage and
principal
PAGE 52
business and the negotiation of commissions.
How Brokers and Dealers are Selected
Equity Securities
Transactions on stock exchanges involve the payment of
brokerage commissions. In transactions on stock exchanges in the
United States, these commissions are negotiated. Traditionally,
commission rates have generally not been negotiated on stock
markets outside the United States. In recent years, however, an
increasing number of overseas stock markets have adopted a system
of negotiated rates, although a number of markets continue to be
subject to an established schedule of minimum commission rates.
It is expected that equity securities will ordinarily be
purchased in the primary markets, whether over-the-counter or
listed, and that listed securities may be purchased in the
over-the-counter market if such market is deemed the primary
market. In the case of securities traded on the over-the-counter
markets, there is generally no stated commission, but the price
usually includes an undisclosed commission or markup. In
underwritten offerings, the price includes a disclosed, fixed
commission or discount.
In purchasing and selling the Fund's portfolio securities, it
is Price-Fleming's policy to obtain quality execution at the most
favorable prices through responsible broker-dealers and, in the
case of agency transactions, at competitive commission rates
where such rates are negotiable. However, under certain
conditions, the Fund may pay higher brokerage commissions in
return for brokerage and research services. In selecting broker-
dealers to execute the Fund's portfolio transactions,
consideration is given to such factors as the price of the
security, the rate of the commission, the size and difficulty of
the order, the reliability, integrity, financial condition,
general execution and operational capabilities of competing
brokers and dealers, their expertise in particular markets and
the brokerage and research services they provide to Price-Fleming
or the Fund. It is not the policy of Price-Fleming to seek the
lowest available commission rate where it is believed that a
broker or dealer charging a higher commission rate would offer
greater reliability or provide better price or execution.
Fixed Income Securities
For fixed income securities, it is expected that purchases and
sales will ordinarily be transacted with the issuer, the issuer's
underwriter or with a primary market maker acting as principal on
a net basis, with no brokerage commission being paid by the Fund.
However, the price of the securities generally includes
compensation which is not disclosed separately. Transactions
placed through dealers who are serving as primary market makers
reflect the spread between the bid and asked prices.
PAGE 53
With respect to equity and fixed income securities, Price-
Fleming may effect principal transactions on behalf of the Fund
with a broker or dealer who furnishes brokerage and/or research
services, designate any such broker or dealer to receive selling
concessions, discounts or other allowances or otherwise deal with
any such broker or dealer in connection with the acquisition of
securities in underwritings. The prices the Fund pays to
underwriters of newly-issued securities usually include a
concession paid by the issuer to the underwriter.
Descriptions of Research Services Received from Brokers and
Dealers
Price-Fleming receives a wide range of research services from
brokers and dealers covering investment opportunities throughout
the world, including information on the economies, industries,
groups of securities, individual companies, statistics, political
developments, technical market action, pricing and appraisal
services, and performance analyses of all the countries in which
the Fund's portfolio is likely to be invested. Price-Fleming
cannot readily determine the extent to which commissions charged
by brokers reflect the value of their research services, but
brokers occasionally suggest a level of business they would like
to receive in return for the brokerage and research services they
provide. To the extent that research services of value are
provided by brokers, Price-Fleming may be relieved of expenses
which it might otherwise bear. In some cases, research services
are generated by third parties but are provided to Price-Fleming
by or through brokers.
Commissions to Brokers who Furnish Research Services
Certain broker-dealers which provide quality execution
services also furnish research services to Price-Fleming. Price-
Fleming has adopted a brokerage allocation policy embodying the
concepts of Section 28(e) of the Securities Exchange Act of 1934,
which permits an investment adviser to cause its clients to pay a
broker which furnishes brokerage or research services a higher
commission than that which might be charged by another broker
which does not furnish brokerage or research services, or which
furnishes brokerage or research services deemed to be of lesser
value, if such commission is deemed reasonable in relation to the
brokerage and research services provided by the broker, viewed in
terms of either that particular transaction or the overall
responsibilities of the adviser with respect to the accounts as
to which it exercises investment discretion. Accordingly, Price-
Fleming may assess the reasonableness of commissions in light of
the total brokerage and research services provided by each
particular broker.
Miscellaneous
Research services furnished by brokers through which Price-
Fleming effects securities transactions may be used in servicing
all accounts managed by Price-Fleming, Conversely, research
PAGE 54
services received from brokers which execute transactions for the
Fund will not necessarily be used by Price-Fleming exclusively in
connection with the management of the Fund.
Some of Price-Fleming's other clients have investment
objectives and programs similar to those of the Fund. Price-
Fleming may occasionally make recommendations to other clients
which result in their purchasing or selling securities
simultaneously with the Fund. As a result, the demand for
securities being purchased or the supply of securities being sold
may increase, and this could have an adverse effect on the price
of those securities. It is Price-Fleming's policy not to favor
one client over another in making recommendations or in placing
orders. Price-Fleming frequently follows the practice of
grouping orders of various clients for execution which generally
results in lower commission rates being attained. In certain
cases, where the aggregate order is executed in a series of
transactions at various prices on a given day, each participating
client's proportionate share of such order reflects the average
price paid or received with respect to the total order. Price-
Fleming has established a general investment policy that it will
ordinarily not make additional purchases of a common stock of a
company for its clients (including the T. Rowe Price Funds) if,
as a result of such purchases, 10% or more of the outstanding
common stock of such company would be held by its clients in the
aggregate.
The Fund does not allocate business to any broker-dealer on
the basis of its sales of the Fund's shares. However, this does
not mean that broker-dealers who purchase Fund shares for their
clients will not receive business from the Fund.
Transactions with Related Brokers and Dealers
As provided in the Investment Management Agreement between the
Fund and Price-Fleming, Price-Fleming is responsible not only for
making decisions with respect to the purchase and sale of the
Fund's portfolio securities, but also for implementing these
decisions, including the negotiation of commissions and the
allocation of portfolio brokerage and principal business. It is
expected that Price-Fleming will often place orders for the
Fund's portfolio transactions with broker-dealers through the
trading desks of certain affiliates of Robert Fleming Holdings
Limited ("Robert Fleming"), an affiliate of Price-Fleming.
Robert Fleming, through Copthall Overseas Limited, a wholly-owned
subsidiary, owns 25% of the common stock of Price-Fleming. Fifty
percent of the common stock of Price-Fleming is owned by TRP
Finance, Inc., a wholly-owned subsidiary of T. Rowe Price, and
the remaining 25% is owned by Jardine Fleming Holdings Limited, a
subsidiary of Jardine Fleming Group Limited ("JFG"). JFG is 50%
owned by Robert Fleming and 50% owned by Jardine Matheson
Holdings Limited. The affiliates through whose trading desks
such orders may be placed include Fleming Investment Management
Limited ("FIM"), Fleming International Fixed Interest Management
Limited ("FIFIM"), and
PAGE 55
Robert Fleming & Co. Limited ("RF&Co."). FIM, FIFIM and RF&Co.
are wholly-owned subsidiaries of Robert Fleming. These trading
desks will operate under strict instructions from the Fund's
portfolio manager with respect to the terms of such transactions.
Neither Robert Fleming, JFG, nor their affiliates will receive
any commission, fee, or other remuneration for the use of their
trading desks, although orders for a Fund's portfolio
transactions may be placed with affiliates of Robert Fleming and
JFG who may receive a commission.
The Board of Directors of the Fund has authorized Price-
Fleming to utilize certain affiliates of Robert Fleming and JFG
in the capacity of broker in connection with the execution of
each Fund's portfolio transactions, provided that Price-Fleming
believes that doing so will result in an economic advantage (in
the form of lower execution costs or otherwise) being obtained
for each Fund. These affiliates include Jardine Fleming
Securities Limited ("JFS"), a wholly-owned subsidiary of JFG,
RF&Co., Jardine Fleming Australia Securities Limited, and Robert
Fleming, Inc. (a New York brokerage firm).
The above-referenced authorization was made in accordance with
Section 17(e) of the Investment Company Act of 1940 (the "1940
Act") and Rule 17e-1 thereunder which require the Fund's
independent directors to approve the procedures under which
brokerage allocation to affiliates is to be made and to monitor
such allocations on a continuing basis. Except with respect to
tender offers, it is not expected that any portion of the
commissions, fees, brokerage, or similar payments received by the
affiliates of Robert Fleming in such transactions will be
recaptured by the Fund. The directors have reviewed and from
time to time may continue to review whether other recapture
opportunities are legally permissible and available and, if they
appear to be, determine whether it would be advisable for the
Fund to seek to take advantage of them.
During the year 1993, the Fund paid JFS and RF&Co. $173,000
and $3,000, respectively, in total brokerage commissions in
connection with the Fund's portfolio transactions. The brokerage
commissions paid to JFS and RF&Co. represented 20% and 0%,
respectively, of the Fund's aggregate brokerage commissions paid
during 1993. The aggregate dollar amount of transactions
effected through JFS and RF&Co. involving the payment of
commissions (including discounts received in connection with
underwritings) represented 18% and 1%, respectively, of the
aggregate dollar amount of all transactions involving the payment
of commissions during 1993. In accordance with the written
procedures adopted pursuant to Rule 17e-1, the independent
directors of the Fund reviewed the Fund's 1993 transactions with
affiliated brokers and determined that such transactions resulted
in an economic advantage to the Fund either in the form of lower
execution costs or otherwise.
Other
PAGE 56
For the years 1993, 1992, and 1991, the total brokerage
commissions paid by the Fund, including the discounts received by
securities dealers in connection with underwritings, were
$853,000, $563,000, and $389,000, respectively. Of these
commissions, approximately 79.0%, 87.0%, and 84.0%, respectively,
were paid to firms which provided research, statistical, or other
services to Price-Fleming in connection with the management of
the Fund or, in some cases, to the Fund.
The portfolio turnover rate of the Fund for each of the last
three years has been as follows: 1993--27.4%, 1992--35.1%, and
1991--46.7%.
PRICING OF SECURITIES
Equity securities listed or regularly traded on a securities
exchanges (including NASDAQ) are valued at the last quoted sales
price on the day the valuations are made. A security which is
listed or traded on more than one exchange is valued at the
quotation on the exchange determined to be the primary market for
such security. Other equity securities and those listed
securities that are not traded on a particular day are valued at
a price within the limits of the latest bid and asked prices
deemed by the Board of Directors, or by persons delegated by the
Board, best to reflect fair value.
Debt securities are generally traded in the over-the-counter
market and are valued at a price deemed best to reflect fair
value as quoted by dealers who make markets in these securities
or by an independent pricing service. Short-term debt securities
are valued at their cost in local currency which, when combined
with accrued interest, approximates fair value.
For purposes of determining the Fund's net asset value per
share, all assets and liabilities initially expressed in foreign
currencies are converted into U.S. dollars at the mean of the bid
and offer prices of such currencies against U.S. dollars quoted
by a major bank.
Assets and liabilities for which the above valuation
procedures are inappropriate or are deemed not to reflect fair
value are stated at fair value as determined in good faith by or
under the supervision of the officers of the Fund, as authorized
by the Board of Directors.
NET ASSET VALUE PER SHARE
The purchase and redemption price of the Fund's shares is
equal to its net asset value per share or share price. The Fund
determines its net asset value per share by subtracting its
liabilities (including accrued expenses and dividends payable)
from PAGE 57
its total assets (the market value of the securities the Fund
holds plus cash and other assets, including income accrued but
not yet received) and dividing the result by the total number of
shares outstanding. The net asset value per share of the Fund is
calculated as of the close of trading on the New York Stock
Exchange ("NYSE") every day the NYSE is open for trading. The
NYSE is closed on the following days: New Year's Day,
Washington's Birthday, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day, and Christmas Day.
Determination of net asset value (and the offering, sale
redemption and repurchase of shares) for the Fund may be
suspended at times (a) during which the NYSE is closed, other
than customary weekend and holiday closings, (b) during which
trading on the NYSE if restricted, (c) during which an emergency
exists as a result of which disposal by the Fund of securities
owned by it is not reasonably practicable or it is not reasonably
practicable for the Fund fairly to determine the value of its net
assets, or (d) during which a governmental body having
jurisdiction over the Fund may by order permit such a suspension
for the protection of the Fund's shareholders; provided that
applicable rules and regulations of the Securities and Exchange
Commission (or any succeeding governmental authority) shall
govern as to whether the conditions prescribed in (b), (c), or
(d) exist.
DIVIDENDS
Unless you elect otherwise, dividends and capital gain
distributions will be reinvested on the reinvestment date using
the NAV per share of that date. The reinvestment date normally
precedes the payment date by at least 10 days although the exact
timing is subject to change.
TAX STATUS
The Fund intends to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code of 1986,
as amended ("Code").
Dividends paid by the Fund are not eligible for the
dividends-received deduction for corporate shareholders if, as
expected, none of the Fund's income consists of dividends paid by
United States' corporations. Capital gain distributions paid
from the Fund are never eligible for this deduction.
For tax purposes, it does not make any difference whether
dividends and capital gain distributions are paid in cash or in
additional shares. The Fund must declare dividends equal to at
least 98% of ordinary income (as of December 31) and capital
gains (as of October 31) in order to avoid a federal excise tax
and
PAGE 58
distribute 100% of ordinary income and capital gains as of
December 31 to avoid federal income tax.
Foreign currency gains and losses, including the portion of
gain or loss on the sale of debt securities attributable to
foreign exchange rate fluctuations, are taxable as ordinary
income. If the net effect of these transactions is a gain, the
dividend paid by the Fund will be increased; if the result is a
loss, the income dividend paid by the Fund will be decreased.
Adjustments to reflect these gains and losses will be made at the
end of the Fund's taxable year.
At the time of your purchase, the Fund's net asset value may
reflect undistributed income, capital gains or net unrealized
appreciation of securities held by the Fund. A subsequent
distribution to you of such amounts, although constituting a
return of your investment, would be taxable as either dividends
or capital gain distribution. For federal income tax purposes,
the Fund is permitted to carry forward for its net realized
capital losses, if any, for eight years, and realize net capital
gains up to the amount of such losses without being required to
pay taxes on, or distribute such gains. On March 31, 1994, the
books of the Fund indicated that the Fund's aggregate net assets
included undistributed net income $_____________, net realized
capital losses of $______________, and unrealized appreciation of
$__________________.
Income received by the Fund from sources within various
foreign countries may be subject to foreign income taxes withheld
at the source. Under the Code, if more than 50% of the value of
the Fund's total assets at the close of its taxable year comprise
securities issued by foreign corporations, the Fund may file an
election with the Internal Revenue Service to "pass through" to
the Fund's shareholder the amount of any foreign income taxes
paid by the Fund. Pursuant to this election, shareholders will
be required to: (i) include in gross income, even though not
actually received, their respective pro rata share of foreign
taxes paid by the Fund; (ii) treat their pro rata share of
foreign taxes as paid by them; and (iii) either deduct their pro
rata share of foreign taxes in computing their taxable income, or
use it as a foreign tax credit against U.S. income taxes (but not
both). No deduction for foreign taxes may be claimed by a
shareholder who does not itemize deductions.
The Fund intends to meet the requirements of the Code to "pass
through" to its shareholders foreign income taxes paid, but there
can be no assurance that the Fund will be able to do so. Each
shareholder will be notified within 60 days after the close of
each taxable year of the Fund, if the foreign taxes paid by the
Fund will "pass through" foreign taxes paid for that year, and,
if so, the amount of each shareholder's pro rata share (country)
of (i) the foreign taxes paid and (ii) the Fund's gross income
from foreign sources. Of course, shareholders who are not liable
for
PAGE 59
federal income taxes, such as retirement plans qualified under
Section 401 of the Code, will not be affected by any such "pass
through" of federal tax credits.
If, in any taxable year, the Fund should not qualify as a
regulated investment company under the Code: (i) the Fund would
be taxable at the normal corporate rates on the entire amount of
its taxable income, if any, without deduction for dividends or
other distributions to shareholders; (ii) the Fund's
distributions to the extent made out of the Fund's current or
accumulated earnings and profits would be taxable to shareholders
as ordinary dividends (regardless of whether they would otherwise
have been considered capital gain dividends), and may qualify for
the 70% deduction for dividends received by corporations; and
(iii) foreign tax credits would not "pass through" to
shareholders.
Taxation of Foreign Shareholders
The Code provides that dividends from net income (which are
deemed to include for this purpose each shareholder's pro rata
share of foreign taxes paid by the Fund - see discussion of "pass
through" of the foreign tax credit to U.S. shareholders) will be
subject to U.S. tax. For shareholders who are not engaged in a
business in the U.S., this tax would be imposed at the rate of
30% upon the gross amount of the dividends in the absence of a
Tax Treaty providing for a reduced rate or exemption from U.S.
taxation. Distributions of net long-term capital gains realized
by the Fund are not subject to tax unless the foreign shareholder
is a nonresident alien individual who was physically present in
the U.S. during the tax year for more than 182 days.
CAPITAL STOCK
The Fund's Charter authorizes the Board of Directors to
classify and reclassify any and all shares which are then
unissued, including unissued shares of capital stock, into any
number of classes or series, each class or series consisting of
such number of shares and having such designations, such powers,
preferences, rights, qualifications, limitations, and
restrictions, as shall be determined by the Board subject to the
Investment Company Act of 1940 and other applicable law. The
shares of any such additional classes or series might therefore
differ from the shares of the present class and series of capital
stock and from each other as to preferences, conversions or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption, subject to
applicable law, and might thus be superior or inferior to the
capital stock or to other classes or series in various
characteristics. The Board of Directors may increase or decrease
the aggregate number of shares of stock or the number of shares
of stock of any class or series that the Fund has authorized to
issue without shareholder approval.
PAGE 60
Except to the extent that the Fund's Board of Directors might
provide by resolution that holders of shares of a particular
class are entitled to vote as a class on specified matters
presented for a vote of the holders of all shares entitled to
vote on such matters, there would be no right of class vote
unless and to the extent that such a right might be construed to
exist under Maryland law. The Charter contains no provision
entitling the holders of the present class of capital stock to a
vote as a class on any matter. Accordingly, the preferences,
rights, and other characteristics attaching to any class of
shares, including the present class of capital stock, might be
altered or eliminated, or the class might be combined with
another class or classes, by action approved by the vote of the
holders of a majority of all the shares of all classes entitled
to be voted on the proposal, without any additional right to vote
as a class by the holders of the capital stock or of another
affected class or classes.
Shareholders are entitled to one vote for each full share held
(and fractional votes for fractional shares held) and will vote
in the election of or removal of directors (to the extent
hereinafter provided) and on other matters submitted to the vote
of shareholders. Under Maryland law, the Fund is not required to
hold annual meetings and normally shareholder meetings will not
be held unless otherwise required by the 1940 Act or applicable
law. As a result, there will normally be no meetings of
shareholders for the purpose of electing directors unless and
until such time as less than a majority of the directors holding
office have been elected by the shareholders, at which time the
directors then in office will call a shareholders' meeting for
the election of directors. Except as set forth above, the
directors shall continue to hold office and may appoint successor
directors. Voting rights are not cumulative, so that the holders
of more than 50% of the shares voting in the election of
directors can, if they choose to do so, elect all the directors
of the Fund, in which event the holders of the remaining shares
will be unable to elect any person as a director. As set forth
in the By-Laws of the Fund, a special meeting of shareholders of
the Fund shall be called by the Secretary of the Fund on the
written request of shareholders entitled to cast at least 10% of
all the votes of the Fund entitled to be cast at such meeting.
Shareholders requesting such a meeting must pay to the Fund the
reasonably estimated costs of preparing and mailing the notice of
the meeting. The Fund, however, will otherwise assist the
shareholders seeking to hold the special meeting in communicating
to the other shareholders of the Fund to the extent required by
Section 16(c) of the Investment Company Act of 1940.
FEDERAL AND STATE REGISTRATION OF SHARES
The Fund's shares are registered for sale under the Securities
Act of 1933, and the Fund or its shares are registered under the
PAGE 61
laws of all states which require registration, as well as the
District of Columbia and Puerto Rico.
LEGAL COUNSEL
Shereff, Friedman, Hoffman, & Goodman, whose address is 919
Third Avenue, New York, New York 10022, is legal counsel to the
Fund.
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand, 217 East Redwood Street, Baltimore,
Maryland 21202, are independent accountants to the Fund. The
financial statements of the Fund for the year ended October 31,
1993 and the report of independent accountants are included in
the Fund's Annual Report on pages 4 through 18. A copy of the
Annual Report accompanies this Statement of Additional
Information. The following financial statements and the report
of independent accountants appearing in the Annual Report for the
year ended October 31, 1993 are incorporated into this Statement
of Additional Information by reference:
Annual Report Page
__________________
Report of Independent Accountants 18
Statement of Net Assets, October 31, 1993 3-12
Statement of Operations, year ended 13
October 31, 1993
Statement of Changes in Net Assets, 10 months ended October 31,
1993 14
and years ended December 31, 1992 and December 31, 1991
Notes to Financial Statements 15-16
Financial Highlights 17
PAGE 62
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements. Condensed Financial Information
(Financial Highlights table) is included in Part A of the
Registration Statement. Statement of Net Assets, Statement of
Operations, and Statement of Changes in Net Assets are included
in the Annual Report to Shareholders, the pertinent portions of
which are incorporated by reference in Part B of the Registration
Statement
(b) Exhibits.
(1) Articles of Incorporation, dated June 23, 1989
(2) By-Laws of Registrant, as amended April 19, 1990 and
September 30, 1993
(3) Inapplicable
(4) Inapplicable
(5) Investment Management Agreement between Registrant and
Rowe Price-Fleming International, Inc., dated May 1, 1990
(6) Underwriting Agreement between Registrant and T. Rowe
PriceInvestment Services, Inc., dated July 19, 1989
(7) Inapplicable
(8)(a) Custodian Agreement between T. Rowe Price Funds and
State Street Bank and Trust Company, dated September
28, 1987, as amended June 24, 1988, October 19,
1988, February 22, 1989, July 19, 1989, September
15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990,
July 18, 1990, October 15, 1990, February 13, 1991,
March 6, 1991, September 12, 1991, November 6, 1991,
April 23, 1992, September 2, 1992, November 3, 1992,
December 16, 1992, December 21, 1992, January 28,
1993, April 22, 1993, September 16, 1993, and
November 3, 1993
(8)(b) Subcustodian Agreement between Registrant, The Chase
Manhattan Bank and State Street Bank and Trust Company
PAGE 63
(9)(a) Transfer Agency and Service Agreement between T.
Rowe Price Services, Inc. and T. Rowe Price Funds, dated
January 1, 1994
(9)(b) Agreement between T. Rowe Price Associates, Inc.
and T. Rowe Price Funds for Fund Accounting
Services, dated January 1, 1994
(9)(c) Agreement between T. Rowe Price Retirement Plan
Services, Inc. and the Taxable Funds, dated January
1, 1994
(10) Inapplicable
(11) Consent of Independent Accountants
(12) Inapplicable
(13) Inapplicable
(14) Inapplicable
(15) Inapplicable
(16) Total Return Performance Methodology
Item 25. Persons Controlled by or Under Common Control With
Registrant.
None.
Item 26. Number of Holders of Securities
As of December 31, 1993, there were 300 shareholders
in the Fund.
Item 27. Indemnification.
The Registrant maintains comprehensive Errors and
Omissions and Officers and Directors insurance policies
written by the Evanston
Insurance Company, The Chubb Group, and ICI Mutual
Insurance Company. These policies provide coverage for
the named insureds, which include T. Rowe Price
Associates, Inc. ("Price Associates"), Rowe Price-Fleming
International, Inc. ("Manager"), T. Rowe Price Investment
Services, Inc., T. Rowe Price Services, Inc., T. Rowe
Price Trust Company, T. Rowe Price Stable Asset
Management, Inc., RPF International Bond Fund and thirty-
three other investment companies, namely, T. Rowe Price
Growth Stock Fund, Inc., T. Rowe Price New Horizons Fund,
Inc., T. Rowe Price New Era Fund, Inc., T. Rowe Price New
Income Fund, Inc., T. Rowe Price Prime Reserve Fund,
Inc., T. Rowe Price Tax-Free Income Fund, Inc., T. Rowe
Price Tax-Exempt Money Fund, Inc., T. Rowe Price
International Funds, Inc., T. Rowe Price Growth & Income
Fund, Inc., T. Rowe Price Tax-Free Short-Intermediate
Fund, Inc., T. Rowe Price Short-Term Bond Fund, Inc., T.
Rowe Price High Yield Fund, Inc., T. Rowe Price Tax-Free
High Yield Fund, Inc., T. Rowe Price New America Growth
Fund, T. Rowe Price Equity Income Fund, T. Rowe Price
GNMA Fund, T. Rowe Price Capital Appreciation Fund, T.
Rowe Price State Tax-Free Income Trust, T. Rowe Price
California Tax-Free Income Trust, T. Rowe Price Science &
Technology Fund, Inc., T. Rowe Price Small-Cap Value
Fund, Inc., T. Rowe Price U.S. Treasury Funds, Inc., T.
Rowe Price Index Trust, Inc., T. Rowe Price Spectrum
Fund, Inc., T. Rowe Price Balanced Fund, Inc., T. Rowe
Price Adjustable Rate U.S. Government Fund, Inc., T. Rowe
Price Mid-Cap Growth Fund, Inc., T. Rowe Price OTC Fund,
Inc., T. Rowe Price Tax-Free Insured Intermediate Bond
Fund, Inc., T. Rowe Price Dividend Growth Fund, Inc., T.
Rowe Price Blue Chip Growth Fund, Inc., T. Rowe Price
Summit Funds, Inc., and T. Rowe Price Summit Municipal
Funds, Inc. The thirty-three investment companies
listed above, with the exception of the Registrant and T.
Rowe Price Index Trust, Inc., will be collectively
referred to as the Price Funds. With respect to all such
Price Funds, except the T. Rowe Price International
Funds, Inc. and the Registrant, their investment manager
is Price Associates. The investment manager to the T.
Rowe Price International Funds, Inc. and the Registrant
is the Manager, which is 50% owned by TRP Finance, Inc.,
a wholly-owned subsidiary of Price Associates, 25% owned
by Copthall Overseas Limited, a wholly-owned subsidiary
of Robert Fleming Holdings Limited ("Holdings"), and 25%
owned by Jardine Fleming International Holdings Limited.
In addition to the corporate insureds, the policies also
cover the officers, directors, and employees of each of
the named insureds. The premium is allocated among the
named corporate insureds in accordance with the
provisions of Rule 17d-1(d)(7) under the Investment
Company Act of 1940.
Article X, Section 10.1 of the Registrant's By-Laws provides as
follows:
PAGE 65
Section 10.1. Indemnification and Payment of Expenses in
Advance. The Corporation shall indemnify any individual
("Indemnitee") who is a present or former director, officer,
employee or agent of the Corporation, or who is or has been
serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, who, by reason of his
position was, is, or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative
(hereinafter collectively referred to as a "Proceeding")
against any judgments, penalties, fines, settlements, and
reasonable expenses (including attorneys' fees) incurred by
such Indemnitee in connection with any Proceeding, to the
fullest extent that such indemnification may be lawful under
applicable Maryland law. The Corporation shall pay any
reasonable expenses so incurred by such Indemnitee in defending
a Proceeding in advance of the final disposition thereof to the
fullest extent that such advance payment may be lawful under
Maryland law. Subject to any applicable limitations and
requirements set forth in the Corporation's Articles of
Incorporation and in these By-Laws, any payment of
indemnification or advance of expenses shall be made in
accordance with the procedures set forth in Maryland law.
Notwithstanding the foregoing, nothing herein shall
protect or purport to protect any Indemnitee against any
liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office
("Disabling Conduct").
PAGE 66
Anything in this Article X to the contrary
notwithstanding, no indemnification shall be made by the
Corporation to any Indemnitee unless:
(a) there is a final decision on the merits by a court
or other body before whom the Proceeding was brought
that the Indemnitee was not liable by reason of
Disabling Conduct; or
(b) in the absence of such a decision, there is a
reasonable determination, based upon a review of the
facts, that the Indemnitee was not liable by reason
of Disabling Conduct, which determination shall be
made by:
(i) the vote of a majority of a quorum of directors
who are neither "interested persons" of the
Corporation as defined in Section 2(a)(19) of
the Investment Company Act, nor parties to the
Proceeding; or
(ii) an independent legal counsel in a written
opinion.
Anything in this Article X to the contrary
notwithstanding, any advance of expenses by the Corporation to
any Indemnitee shall be made only upon the undertaking by such
Indemnitee to repay the advance unless it is ultimately
determined that such Indemnitee is entitled to indemnification
as above provided, and only if one of the following conditions
is met:
(a) the Indemnitee provides a security for his
undertaking; or
(b) the Corporation shall be insured against losses
arising by reason of any lawful advances; or
(c) there is a determination, based on a review of
readily available facts, that there is reason to
believe that the Indemnitee will ultimately be found
entitled to indemnification, which determination
shall be made by:
(i) a majority of a quorum of directors who are
neither "interested persons" of the Corporation
as defined in Section 2(a)(19) of the
Investment Company Act, nor parties to the
Proceeding; or
(ii) an independent legal counsel in a written
opinion.
PAGE 67
Section 10.02 of the Registrant's By-Laws provides as follows:
Section 10.02. Insurance of Officers, Directors,
Employees and Agents. To the fullest extent permitted by
applicable Maryland law and by Section 17(h) of the Investment
Company Act, as from time to time amended, the Corporation may
purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or
agent of the Corporation, or who is or was serving at the
request of the Corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture,
trust, or other enterprise, against any liability asserted
against him and incurred by him in or arising out of his
position, whether or not the Corporation would have the power
to indemnify him against such liability.
Insofar as indemnification for liability arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
Item 28. Business and Other Connections of Investment Manager.
M. David Testa, who is Chairman of the Board of the Manager, is
presently a Managing Director of Price Associates and a Director
of Fleming International Fixed Interest Management Limited.
George J. Collins, a Director of the Manager, is Chief Executive
Officer, President, and Managing Director of Price Associates.
D. William J. Garrett, a Director of the Manager, is Chairman of
Robert Fleming Securities Limited, a Director of Robert Fleming
Holdings Limited ("Robert Fleming Holdings"), a parent of the
Manager which is a United Kingdom holding company duly organized
and existing under the laws of the United Kingdom, Robert Fleming
Management Services Limited, Robert Fleming Management Services
Limited, Robert Fleming & Co. Limited, and Fleming Investments
Limited. Mr. Garrett also serves as Director and/or officer of
PAGE 68
other companies related to or affiliated with the above listed
companies.
P. John Manser, a Director of the Manager, is Chief Executive of
Robert Fleming Holdings, Chairman of Robert Fleming & Co.
Limited, Director of Jardine Fleming Group Limited, Robert
Fleming Management Services Limited, Fleming Investment
Management Limited, Robert Fleming Asset Management Limited,
Jardine Fleming Holdings Limited, and Robert Fleming Asset
Management Limited and also serves as a director of the U.K.
Securities and Investments Board. Mr. Manser also serves as
Director and/or officer of other companies related to or
affiliated with the above listed companies.
George A. Roche, a Vice President and a Director of the Manager,
is Chief Financial Officer and a Managing Director of Price
Associates.
Charles H. Salisbury, Jr., a Vice President and a Director of the
Manager, is a Managing Director of Price Associates.
Alan H. Smith, a Director of the Manager, is Managing Director of
Jardine Fleming Group Limited and Jardine Fleming Holdings
Limited, Chairman of Jardine Fleming Investment Management
Limited, Jardine Fleming & Company Limited and Jardine Fleming
Securities Limited and a Director of Robert Fleming Holdings.
Mr. Smith also serves as Director and/or officer of other
companies related to or affiliated with the above listed
companies.
Alvin M. Younger, Jr., the Secretary and Treasurer of the
Manager, is a Managing Director and the Secretary and Treasurer
of Price Associates.
With the exception of Christopher D. Alderson, Peter B. Askew,
David P. Boardman, Richard J. Bruce, Ann B. Cranmer, Mark J. T.
Edwards, John R. Ford, Stephen Ilott, Christopher Rothery, James
B. M. Seddon, Benedict R. F. Thomas, David J. L. Warren, and
Martin G. Wade, all officers of the Manager are officers and/or
employees of Price Associates and may also be officers and/or
directors of one or more subsidiaries of Price Associates and/or
one or more of the registered investment companies which Price
Associates or the Manager serves as investment adviser. Messrs.
Boardman and Askew, Executive Vice President and Vice President
of the Manager, respectively, and Messrs. Ilott and Rothery are
employees of Fleming International Fixed Interest Management
Limited, an investment adviser registered under the Investment
Advisers Act of 1940. Ms. Cranmer is an employee of Fleming
Investment Management Limited. Mr. Wade, who is President of the
Manager, is also a Non-Executive Director of Holdings.
RPFI International Partners, Limited Partnership, is a Delaware
limited partnership organized in 1985 for the purpose of
PAGE 69
investing in a diversified group of small and medium-sized
rapidly growing non- U.S. companies. The Manager is the general
partner of this partnership, and certain clients of the Manager
are its limited partners.
See also "Management of Fund," in the Registrant's Statement of
Additional Information.
Item 29. Principal Underwriters.
(a) The principal underwriter for the Registrant is
Investment Services. Investment Services acts as the principal
underwriter for the other thirty-three Price Funds. Investment
Services is a wholly-owned subsidiary of the Manager, is
registered as a broker-dealer under the Securities Exchange Act
of 1934 and is a member of the National Association of
Securities Dealers, Inc. Investment Services was formed for
the limited purpose of distributing the shares of the Price
Funds and will not engage in the general securities business.
Since the Price Funds are sold on a no-load basis, Investment
Services does not receive any commissions or other compensation
for acting as principal underwriter.
(b) The address of each of the directors and officers of
Investment Services listed below is 100 East Pratt Street,
Baltimore, Maryland 21202.
PAGE 70
Positions
Name and Principal Positions and Officesand Offices
Business Address With Underwriter With Registrant
__________________ ____________________________________
James Sellers Riepe President and DirectorVice President
Henry Holt Hopkins Vice President and Vice President
Director
Mark E. Reyford Director None
Charles E. Vieth Vice President and None
Director
Patricia M. Archer Vice President None
Edward C. Bernard Vice President None
Joseph Charles Bonasorte Vice President None
Meredith C. Callanan Vice President None
Victoria C. Collins Vice President None
Christopher W. Dyer Vice President None
Mark S. Finn Vice President and None
Assistant Controller
Forrest R. Foss Vice President None
Patricia O'Neil Goodyear Vice President None
James W. Graves Vice President None
Andrea G. Griffin Vice President None
Thomas Grizzard Vice President None
David J. Healy Vice President None
Joseph P. Healy Vice President None
Walter J. Helmlinger Vice President None
Eric G. Knauss Vice President None
Douglas G. Kremer Vice President None
Sharon Renae Krieger Vice President None
Keith Wayne Lewis Vice President None
David L. Lyons Vice President None
Sarah McCafferty Vice President None
Maurice Albert Minerbi Vice President None
George A. Murnaghan Vice President None
Steven Ellis Norwitz Vice President None
Kathleen M. O'Brien Vice President None
Charles S. Peterson Vice President None
Pamela D. Preston Vice President None
Lucy Beth Robins Vice President None
John Richard Rockwell Vice President None
William F. Wendler, II Vice President None
Jane F. White Vice President None
Thomas R. Woolley Vice President None
Alvin M. Younger, Jr. Secretary and None
Treasurer
Joseph P. Croteau Controller None
Catherine L. Berkenkemper Assistant Vice
None President
Patricia Sue Butcher Assistant Vice PresidentNone
Laura A. Chasney Assistant Vice PresidentNone
George G. Finney Assistant Vice PresidentNone
John A. Galateria Assistant Vice PresidentNone
PAGE 71
Keith B. Langrehr Assistant Vice PresidentNone
C. Lillian Matthews Assistant Vice PresidentNone
Tom J. Mauer Assistant Vice PresidentNone
Janice D. McCrory Assistant Vice PresidentNone
Sandra J. McHenry Assistant Vice PresidentNone
JeanneMarie B. Patella Assistant Vice PresidentNone
Arthur J. Silber Assistant Vice PresidentNone
Mary A. Tamberrino Assistant Vice PresidentNone
Monica R. Tucker Assistant Vice PresidentNone
Linda C. Wright Assistant Vice PresidentNone
Nolan L. North Assistant Treasurer None
Barbara A. VanHorn Assistant Secretary None
(c) Not applicable. Investment Services will not receive any
compensation with respect to its activities as underwriter for
the Price Funds since the Price Funds are sold on a no-load
basis.
Item 30. Location of Accounts and Records.
All accounts, books, and other documents required to be
maintained by Institutional International Funds, Inc.,
under Section 31(a) of the Investment Company Act of 1940
and the rules thereunder will be maintained at the offices
of Institutional International Funds, Inc. at its offices
at 100 East Pratt Street, Baltimore, Maryland 21202.
Transfer, dividend disbursing, and shareholder service
activities are performed by T. Rowe Price Services, Inc.,
at 100 East Pratt Street, Baltimore, Maryland 21202.
Custodian activities for Institutional International
Funds, Inc. are performed at State Street Bank and Trust
Company's Service Center (State Street South), 1776
Heritage Drive, Quincy, Massachusetts 02171. Custody of
Fund portfolio securities which are purchased outside the
United States is maintained by The Chase Manhattan Bank,
N.A., London in its foreign branches or with other U.S.
banks. The Chase Manhattan Bank, N.A., London is located
at Woolgate House, Coleman Street, London EC2P 2HD,
England.
Item 31. Management Services.
Registrant is not a party to any management related
service contract, other than as set forth in the
Prospectus.
Item 32. Undertakings.
(a) Inapplicable.
(b) Inapplicable.
PAGE 72
(c) If requested to do so by the holders of at least 10% of
all votes entitled to be cast, the Registrant will call a
meeting of shareholders for the purpose of voting on the
qestion of removal of a trustee or trustees and will
assist in communications with other shareholders to the
extent required by Section 16(c).
(d) The Fund agrees to furnish, upon request and without
charge, a copy of its Annual Report to each person to whom
a prospectus is delivered.
PAGE 73
Pursuant to the requirements of the Securities Act of
1933, as amended, and the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Baltimore, State of
Maryland, this 28th day of February, 1994.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
/s/M. David Testa
By: M. David Testa
Chairman of the Board
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed
below by the following persons in the capacities and on the dates
indicated:
SIGNATURE TITLE DATE
_________ _____ ____
/s/M. David Testa
M. David Testa Chairman of the Board February 28, 1994
(Chief Executive Officer)
/s/Carmen F. Deyesu
Carmen F. Deyesu Treasurer February 28, 1994
(Chief Financial Officer)
/s/Martin G. Wade
Martin G. Wade President and Director February 28, 1994
/s/Leo C. Bailey
Leo C. Bailey Director February 28, 1994
/s/Anthony W. Deering
Anthony W. Deering Director February 28, 1994
/s/Donald W. Dick, Jr.
Donald W. Dick, Jr. Director February 28, 1994
/s/Addison Lanier
Addison Lanier Director February 28, 1994
PAGE 1
ARTICLES OF INCORPORATION
OF
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
FIRST: The undersigned, Sarah McCafferty
and Lenora V. Hornung, each of whose post office
address is 100 East Pratt Street, Baltimore,
Maryland 21202, and each being at least eighteen
(18) years of age do hereby file these Articles of
Incorporation of said corporation as set forth
below.
SECOND: The name of the Corporation is:
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
THIRD: The purposes for which the
Corporation is formed are as follows:
(A) To operate as and carry on the
business of an investment company, and
exercise all the powers necessary and
appropriate to the conduct of such
operations.
(B) In general, to carry on any other
business in connection with or
incidental to the foregoing purpose, to
have and exercise all the powers
conferred upon corporations by the laws
of the State of Maryland as in force
from time to time, to do everything
necessary, suitable or proper for the
accomplishment of any purpose or the
attainment of any object or the
furtherance of any power not
inconsistent with Maryland law, either
alone or in association with others,
and to take any action incidental or
appurtenant to or growing out of or
connected with the Corporation's
business or purposes, objects, or
powers.
The Corporation shall have the power to
conduct and carry on its business, or any part
thereof, and to have one or more offices, and to
PAGE 2
exercise any or all of its corporate powers and
rights, in the State of Maryland, in any other
states, territories, districts, colonies, and
dependencies of the United States, and in any or all
foreign countries.
The foregoing clauses shall be construed
both as objects and powers, and the foregoing
enumeration of specific powers shall not be held to
limit or restrict in any manner the general powers
of the Corporation.
FOURTH: The post office address of the
principal office of the Corporation in the State of
Maryland is:
100 East Pratt Street
Baltimore, Maryland 21202.
The name and post office address of the resident
agent of the Corporation in the State of Maryland
is:
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
Said resident agent is a citizen of the State of
Maryland, and actually resides therein.
FIFTH: Capital Stock. (A) General.
The total number of shares of stock
which the Corporation, by resolution or
resolutions of the Board of Directors,
shall have authority to issue is One
Billion (1,000,000,000) shares, par
value One Cent ($0.01) per share, such
shares having an aggregate par value of
Ten Million Dollars ($10,000,000). All
such shares are herein classified as
"Common Stock" subject, however, to the
authority hereinafter granted to the
Board of Directors to classify or
reclassify any such shares, to increase
or decrease the aggregate number of
shares of stock or the number of shares
of stock of any class that the
Corporation has authority to issue, and
to authorize that all such shares of
stock be issued as shares of one or
more series or one or more classes
designated as the Board of Directors
may determine.
(B) Creation of Series. The
balance of shares of stock now or
hereafter authorized but unissued may
be issued as Common Stock or in one or
more new series or one or more new
classes,
PAGE 3
each consisting of such number of shares and
having such designations, powers, preferences,
rights, qualifications, limitations and
restrictions as shall be fixed and determined
from time to time by resolution or resolutions
providing for the issuance of such shares
adopted by the Board of Directors, to whom
authority so to fix and determine the same is
hereby expressly granted.
(C) Dividends and
Distributions. Without limiting the
generality of the foregoing, the
dividends and distributions of
investment income and capital gains
with respect to Common Stock and any
series or class that may hereafter be
created shall be in such amount as may
be declared from time to time by the
Board of Directors, and such dividends
and distributions may vary from series
to series or class to class to such
extent and for such purposes as the
Board of Directors may deem
appropriate, including, but not limited
to, the purpose of complying with
requirements of regulatory or
legislative authorities.
(D) Classification. The
Board of Directors is hereby expressly
granted authority to (1) classify or
reclassify any unissued stock (whether
now or hereafter authorized) from time
to time by setting or changing the
preferences, conversion or other
rights, voting powers, restrictions,
limitations as to dividends,
qualifications, or terms or conditions
of redemption of the stock and
(2) pursuant to such classification or
reclassification to increase or
decrease the number of authorized
shares of any series or class, but the
number of shares of any series or class
shall not be decreased by the Board of
Directors below the number of shares
thereof then outstanding, or increased
above the number of shares then
authorized, provided however, that
nothing herein shall prohibit the Board
of Directors from increasing or
decreasing the aggregate number of
PAGE 4
shares of stock or the number of shares of
stock of any class or series that the
Corporation has authority to issue.
(E) Provisions for Series.In
addition to other provisions of these
Articles, the following provisions are
applicable regarding any series of
shares of stock of the Corporation
established and designated by paragraph
(a) of this Article FIFTH and shall be
applicable if the Board of Directors
shall establish and designate
additional series as provided in that
paragraph:
(i) Classification.
The Board of Directors may
classify or reclassify any
unissued shares or any shares
previously issued and reacquired
of any series into one or more
series that may be established and
designated from time to time. The
Corporation may hold as treasury
shares (of the same or some other
series), reissue for such
consideration not less than the
greater of the par value and the
net asset value per share (as
described in paragraph (A)(ii) of
Article SEVENTH hereof) and on
such terms as they may determine,
or cancel any shares of any series
reacquired by the Corporation from
time to time.
(ii) Assets Belonging
to Series. All consideration
received by the Corporation for
the issue or sale of shares of a
particular series, together with
all assets in which such
consideration is invested or
reinvested, all income, earnings,
profits, and proceeds thereof,
including any proceeds derived
from the sale, exchange or
liquidation of such assets, and
any funds or payments derived from
any reinvestment of such proceeds
in whatever form the same may be,
shall irrevocably belong to that
series for all purposes, subject
only to the rights of creditors,
PAGE 5
and shall be so recorded upon the books of
account of the Corporation. In the event that
there are any assets, income, earnings,
profits, and proceeds thereof, funds or
payments which are not readily identifiable as
belonging to any particular series, the Board
of Directors shall allocate them among any one
or more of the series established and
designated from time to time in such manner and
on such basis as they, in their sole
discretion, deem fair and equitable. Each such
allocation by the Board of Directors shall be
conclusive and binding upon the shareholders of
all series for all purposes.
(iii) Liabilities
Belonging to Series. The assets
belonging to each particular
series shall be charged with the
liabilities of the Corporation in
respect of that series and all
expenses, costs, charges and
reserves attributable to that
series, and any general
liabilities, expenses, costs,
charges and reserves of the
Corporation that are not readily
identifiable as belonging to any
particular series shall be
allocated, and charged by the
Board of Directors to and among
any one or more of the series
established and designated from
time to time in such manner and on
such basis as the Board of
Directors in their sole discretion
deem fair and equitable. Each
allocation of liabilities,
expenses, costs, charges and
reserves by the Board of Directors
shall be conclusive and binding
upon the holders of all series for
all purposes.
(iv) Dividends and
Distributions. The power of the
Corporation to pay dividends and
make distributions shall be
governed by paragraph (C) of this
Article FIFTH with respect to any
one or more series which
represents the interests in
separately managed components of
the Corporation's assets.
Dividends and distributions on
shares of a particular series may
be paid with
PAGE 6
such frequency as the Board of Directors may
determine, which may be daily or otherwise,
pursuant to a standing resolution or
resolutions adopted only once or with such
frequency as the Board of Directors may
determine, to the holders of shares of that
series, from such of the income and capital
gains, accrued or realized, attributable to the
assets belonging to that series as the Board of
Directors may determine, after providing for
actual and accrued liabilities belonging to
that series. All dividends and distributions
on shares of a particular series shall be
distributed pro rata to the holders of that
series in proportion to the number of shares of
that series held by such holders at the date
and time of record established for the payment
of such dividends or distributions.
(v) Equality. Subject
to the provisions of this Article
FIFTH, all shares of all series
shall have identical rights and
privileges, except insofar as
variations thereof among series
shall have been determined and
fixed by the Board of Directors.
Each share of any series shall
represent an equal proportionate
share in the assets of that series
with each other share of that
series. The Board of Directors
may divide or combine the shares
of any series into a greater or
lesser number of shares of the
series without thereby changing
the proportionate interests of the
holders of such shares in the
assets of that series.
(vi) Conversion or
Exchange Rights. Subject to the
compliance with the requirements
of the Investment Company Act of
1940, the Board of Directors shall
have the authority to provide that
the holders of shares of any
series shall have the right to
convert or exchange said shares
for or into shares of one or more
other series in accordance with
such requirements and procedures
as may
PAGE 7
be established by the Board of Directors.
(vii) Liquidation.In
the event of the liquidation of a
particular series, the
shareholders of the series that
has been established and
designated and that is being
liquidated shall be entitled to
receive, when and as declared by
the Board of Directors, the excess
of the assets belonging to that
series over the liabilities
belonging to that series. The
holders of shares of any series
shall not be entitled thereby to
any distribution upon liquidation
of any other series. The assets
that may be distributed to the
shareholders of any series shall
be distributed among such
shareholders in proportion to the
number of shares of that series
held by each such shareholder and
recorded on the books of the
Corporation. The liquidation of
any particular series inwhich
there are
shares then
outstanding
may be
authorized by
an instrument
in writing,
without a
meeting,
signed by a
majority of
the Directors
then in
office,
subject to the
affirmative
vote of "a
majority of
the
outstanding
voting
securities" of
that series,
as the quoted
phrase is
defined in the
Investment
Company Act of
1940.
(viii) Voting. Each
share of each series shall have
equal voting rights with every
other share of every other series,
and all shares of all series shall
vote as a single group except
where a separate vote of any class
or series is required by the
Investment Company Act of 1940,
the laws of the State of Maryland,
these Articles of Incorporation,
the By-Laws of the Corporation, or
as the Board of Directors may
determine in its sole discretion.
PAGE 8
Where a separate vote is required with respect
to one or more classes or series, then the
shares of all other classes or series shall
vote as a single class or series, provided
that, as to any matter which does not affect
the interest of a particular class or series,
only the holders of shares of the one or more
affected classes or series shall be entitled to
vote.
SIXTH: Number of Directors. The number
of directors of the Corporation shall be three (3),
or such other number as may from time to time be
fixed by the By-Laws of the Corporation, or pursuant
to authorization contained in such By-Laws, but the
number of directors shall never be less than
(i) three (3) or (ii) the number of shareholders of
the Corporation, whichever is less. David M. Testa
shall serve as director until the first meeting of
shareholders or until his successors are duly chosen
and qualify.
SEVENTH: Regulation of the Powers of the
Corporation and Its Directors and Shareholders.
(A) Issue of the Corporation's Shares
(i) General. All corporate
powers and authority of the
Corporation (except as at the time
otherwise provided by statute, by
these Articles of Incorporation or
the By-Laws of the Corporation)
shall be vested in and exercised
by the Board of Directors. The
Board of Directors shall have the
power to determine or cause to be
determined the nature, quality,
character and composition of the
portfolio of securities and
investments of the Corporation or
any series thereof, but the
foregoing shall not limit the
ability of the Board of Directors
to delegate such power to a
Committee of the Board of
Directors or to an officer of the
Corporation, or to enter into an
investment advisory or management
contract as described in paragraph
(E)(vi) of this Article SEVENTH.
The Board of Directors may from
time to time issue and sell or
PAGE 9
cause to be issued and sold any of the
Corporation's authorized shares, including any
additional shares which it hereafter authorizes
and any shares redeemed or repurchased by the
Corporation, except that only shares previously
contracted to be sold may be issued during any
period when the determination of net asset
value is suspended pursuant to the provisions
of paragraph (C)(iii) of this Article SEVENTH.
All such authorized shares, when
issued in
accordance with
the terms of this
paragraph (A)
shall be fully
paid and
nonassessable.
No holder of any
shares of the
Corporation shall
be entitled, by
reason of holding
or owning such
shares, to any
prior, preemptive
or other right to
subscribe to,
purchase or
otherwise acquire
any additional
shares of the
Corporation
subsequently
issued for cash
or other
consideration or
by way of a
dividend or
otherwise; and
any or all of
such shares of
the Corporation,
whether now or
hereafter
authorized or
created, may be
issued, or may be
reissued or
transferred if
the same have
been reacquired
and have treasury
status to such
persons, firms,
corporations and
associations, and
for such lawful
consideration,
and on such terms
as the Board of
Directors in its
discretion may
determine,
without first
offering the
same, or any
portion thereof,
to any said
holder. Voting
power in the
election of
directors and for
all
PAGE 10
other purposes shall be vested exclusively in
the holders of the Corporation's authorized and
issued shares.
(ii) Price. No shares of
the Corporation shall be issued or
sold by the Corporation, except as
a stock dividend distributed to
shareholders, for less than an
amount which would result in
proceeds to the Corporation,
before taxes payable by the
Corporation in connection with
such transaction, of at least the
net asset value per share
determined as set forth in
paragraph (C) of this Article
SEVENTH as of such time as the
Board of Directors shall have by
resolution theretofore prescribed.
In the absence of a resolution of
the Board of Directors applicable
to the transaction, such net asset
value shall be that next
determined after receipt of an
unconditional purchase order.
(iii) On Merger or
Consolidation. The Board of
Directors, in its sole discretion,
may permit shares of the
Corporation to be issued for stock
or assets of any kind. In this
regard, in connection with the
acquisition of any assets or stock
of another person (as such term is
defined in Section 2(a)(28) of the
Investment Company Act of 1940),
the Board of Directors may issue
or cause to be issued shares of
the Corporation and accept in
payment therefor, in lieu of cash,
such assets at their market value,
or such stock at the market value
of the assets held by such person,
either with or without adjustment
for contingent costs or
liabilities, provided that the
funds of the Corporation are
permitted by law to be invested in
such assets or stock.
(iv) Fractional Shares. The
Board of Directors may issue and
PAGE 11
sell fractions of shares having pro rata all
the rights of full shares, including, without
limitation, the right to vote and to receive
dividends.
(B) Redemption and Repurchase of the
Corporation's Shares
(i) Redemption of Shares.
The Corporation shall redeem its
shares, subject to the conditions
and at the price
determined as
hereinafter set
forth, upon
proper
application of
the record holder
thereof at such
office or agency
as may be
designated from
time to time for
that purpose by
the Board of
Directors. Any
such application
must be
accompanied by
the certificate
or certificates,
if any,
evidencing such
shares, duly
endorsed or
accompanied by a proper instrument of transfer.
The Board of
Directors shall have power to determine or to delegate to the
proper officers of the Corporation the power to determine from
time to time the form and the other accompanying documents which
shall be necessary to constitute a proper application for
redemption.
(ii) Price. Such shares shall be redeemed at
their net asset value determined as set forth in
paragraph (C) of this Article SEVENTH as of such
time as the Board of Directors shall have
theretofore prescribed by resolution. In the
absence of such resolution, the redemption price of
shares deposited shall be the net asset value of
such shares next determined as set forth in
paragraph (C) of this Article SEVENTH after receipt
of such application.
PAGE 12
(iii) Payment. Payment for such shares shall
be made to the shareholder of record within seven
(7) days after the date upon which proper
application is received, subject to the provisions
of paragraph (B)(iv) of this Article SEVENTH. Such
payment shall be made in cash or other assets of the
Corporation or both, as the Board of Directors shall
prescribe.
(iv) Effect of Suspension of Determination of
Net Asset Value. If, pursuant to paragraph (C)(iii)
of this Article Seventh the Board of Directors
shall declare a suspension of the determination of
net asset value, the rights of shareholders
(including those who shall have applied for
redemption pursuant to paragraph (B)(i) of Article
SEVENTH but who shall not yet have received payment)
to have shares redeemed and paid for by the
Corporation shall be suspended until the termination
of such suspension is declared. Any record holder
whose redemption right is so suspended may, during
the period of such suspension, by appropriate
written notice of revocation to the office or agency
where application was made, revoke his application
and withdraw any share certificates which
accompanied such application. The redemption price
of shares for which redemption applications have not
been revoked shall be the net asset value of such
shares next determined as set forth in paragraph (C)
of this Article SEVENTH after the termination of
such suspension, and payment shall be made within
seven (7) days after the date upon which the proper
application was made plus the period after such
application during which the determination of net
asset value was suspended.
(v) Repurchase by Agreement. The Corporation
may repurchase shares of the Corporation directly,
or through its principal underwriter or other agent
designated for the purpose, by agreement with the
owner thereof, at a price not exceeding
the net asset value per share
determined as of the time when the
purchase or contract of purchase is
made or the net asset value as of
any time which may be later
determined pursuant to paragraph
(C) of this Article SEVENTH,
provided payment is not made for
the shares prior to the time as of
which such net asset value is
determined.
(vi) Corporation's Option to Redeem Shares.
PAGE 13
(a) Small Account.The Corporation shall
have the right at any time and without prior
notice to the shareholder to redeem for their
then-current net asset value per share all
shares that are held by a shareholder whose
shares of the Corporation or of any and all
series have an aggregate net asset value of
less than $10,000, or such other amount as the
Board of Directors may from time to time
determine;
(b) Reimbursement.The Corporation shall
have the right at any time and without prior
notice to the shareholder to redeem shares in
any account, including any account of any
series, for their then-current net asset value
per share if and to the extent it shall be
necessary to reimburse the Corporation or its
principal underwriter or distributor for any
loss sustained by the Corporation by reason of
the failure of the shareholder in whose name
such account is registered to make full payment
for shares of the Corporation, or of any series
thereof, purchased by such shareholder.
(c) Personal Holding Company. The
Corporation shall have the right at any time
and without prior notice to the shareholder to
redeem shares in any account for their then-
current net asset value per share if such
redemption is, in the opinion of the Board of
Directors, desirable in order to avoid the
Corporation being taxed as a "personal holding
company" within the meaning of the Internal
Revenue Code of 1986, as amended.
(d) Notice. The right of redemption
provided by each of the foregoing subsections
of this paragraph (B)(vi) of this Article
SEVENTH shall be subject to such terms and
conditions as the Board of Directors may from
time to time approve, and subject to the
Corporation's giving general notice of its
intention to avail itself of such right, either
by publication in the Corporation's prospectus
or by such means as the Board of Directors
shall determine.
(C) Net Asset Value of Shares
PAGE 14
(i) By Whom Determined. The Board of
Directors shall have the power and duty to determine
from time to time the net asset value per
share of the outstanding shares
of the Corporation and of any
such series of the Corporation.
It may delegate such power and
duty to one or more of the
directors and officers of the
Corporation, to the custodian or
depository of the Corporation's
assets, or to another agent of
the Corporation appointed for
such purpose. Any determination
made pursuant to this section by
the Board of Directors, or its
delegate, shall be binding on
all parties concerned.
(ii) When Determined. The net asset value
shall be determined at such times as the Board of
Directors shall prescribe by resolution, provided
that such net asset value shall be determined at
least once each week as of the close of business on
a business day. In the absence of a resolution of
the Board of Directors, the net asset value shall be
determined as of the close of trading on the New
York Stock Exchange on each business day.
(iii) Suspension of Determination of Net Asset
Value. The Board of Directors may declare a
suspension of the determination of net asset value
for the whole or any part of any period (a) during
which the New York Stock Exchange is closed other
than customary weekend and holiday closings, (b)
during which trading on the New York Stock Exchange
is restricted, (c) during which an emergency exists
as a result of which disposal by the Corporation of
securities owned by it is not reasonably practicable
or it is not reasonably practicable for the
Corporation fairly to determine the value of its net
assets, or (d) during which a governmental body
having jurisdiction over the Corporation may by
order permit for the protection of the security
holders of the Corporation. Such suspension shall
take effect at such time as the Board of Directors
shall specify, which shall not be later than the
close of business on the business day next following
the declaration, and thereafter there shall be no
determination of net asset value until the Board of
Directors shall declare the suspension at an end,
except that the suspension shall terminate in any
event on the first day on which (1) the condition
giving rise to the suspension shall have ceased to
PAGE 15
exist and (2) no other condition exists under which suspension is
authorized under this paragraph (C)(iii) of Article SEVENTH.
Each declaration by the Board of Directors pursuant to this
paragraph (C)(iii) of Article SEVENTH shall be consistent with
such official rules and regulations, if any, relating to the
subject matter thereof as shall have been promulgated by the
Securities and Exchange Commission or any other governmental body
having jurisdiction over the Corporation and as shall be in
effect at the time. To the extent not inconsistent with such
official rules and regulations, the determination of the Board of
Directors shall be conclusive.
(iv) Computation of Net Asset Value.
(a) Net Asset Value Per Share. The net
asset value of each share of the Corporation
(or, where applicable, of any series thereof)
as of any particular time shall be the
quotient obtained by dividing
the value of the net assets of
the Corporation (or, where
applicable, such series) by the
total number of shares of the
Corporation (or, where
applicable, such series)
outstanding. Notwithstanding
the above, the Board of
Directors may determine to
maintain the net asset value
per share of any class or
series at a designated constant
dollar amount and in connection
therewith may adopt procedures
not inconsistent with the
Investment Company Act of 1940
for the continuing declarations
of income attributable to that
class or series as dividends
payable in additional shares of
that class or series at the
designated constant dollar
amount and for the handling of
any losses attributable to that
class or series. Such
procedures may provide that in
the event of any loss, each
shareholder shall be deemed to
have contributed to the capital
of the Corporation attributable
to that class or series his pro
rata portion of the total
number of shares required to be
cancelled in order to permit
the net asset value per share
of that class or series to be
maintained, after reflecting
such loss, at the designated
constant dollar amount. Each
shareholder of the Corporation
shall be deemed to have agreed,
by his investment in any class
or series with respect to which
the Board of Directors shall
have adopted any such
procedure, to make the
PAGE 16
contribution referred to in the preceding sentence in the event
of any such loss.
(b) Net Asset Value of Corporation or
Series The value of the net assets of the
Corporation (or of any series thereof) as of
any particular time shall be the value of the
assets of the Corporation (or of any such
series) less its liabilities, determined and
computed as prescribed by the Board of
Directors.
(D) Compliance With Investment Company Act of 1940
Notwithstanding any of the foregoing provisions of
this Article SEVENTH, the Board of Directors may
prescribe, in its absolute discretion, such other bases
and times for determining the per share net asset value
of the shares of the Corporation (or any series thereof)
as it shall deem necessary or desirable to enable the
Corporation to comply with any provision of the
Investment Company Act of 1940, or any rule or regulation
thereunder, including any rule or regulation adopted
pursuant to Section 22 of the Investment Company Act of
1940 by the Securities and Exchange Commission or any
securities association registered under the Securities
Exchange Act of 1934, all as in effect now or as
hereafter amended or added.
(E) Miscellaneous
(i) Compensation of Directors. The Board of
Directors shall have power from time to time to
authorize payment of compensation to the directors
for services to the Corporation, including fees
for attendance at meetings of
the Board of Directors and of
committees.
(ii) Inspection of Corporation's Books. The
Board of Directors shall have power from time to
time to determine whether and to what extent, and at
what times and places, and under what conditions and
regulations the accounts and books of the
Corporation (other than the stock ledger) or any of
them shall be open to the inspection of
shareholders; and no shareholder shall have any
right of inspecting any account, book or document of
the Corporation except as at the time and to the
extent required by applicable law, unless authorized
by a resolution of the shareholders or the Board of
Directors.
PAGE 17
(iii) Reservation of Right to Amend. The
Corporation reserves the right to make any amendment
of its charter, now or hereafter authorized by law, including any
amendment which alters the contract rights, as expressly set
forth in its charter, of any outstanding stock, and all rights
herein conferred upon shareholders are granted subject to such
reservation. The Board of Directors shall have the power to
adopt, alter or repeal the By-Laws of the Corporation, except to
the extent that the By-Laws otherwise provide, or as otherwise
provided by applicable law.
(iv) Determination of Net Profits Dividends,
Etc. The Board of Directors is expressly authorized
to determine in accordance with generally accepted
accounting principles and practices what constitutes
net profits, earnings, surplus, or net assets in
excess of capital, and to determine what accounting
periods shall be used by the Corporation or any
series thereof for any purpose, whether annual or
any other period, including daily; to set apart out
of any funds of the Corporation or any series
thereof such reserves for such purposes as it shall
determine and to abolish the same; to declare and
pay dividends and distributions in cash, securities,
or other property from surplus or any funds legally
available therefor, in such amounts and at such
intervals (which may be as frequently as daily) or
on such other periodic basis, as it shall determine;
to declare such dividends or distributions by means
of a formula or other method of determination, at
meetings held less frequently than the frequency of
the effectiveness of such declarations; to establish
payment dates for dividends or any other
distributions on any basis, including dates
occurring less frequently than the effectiveness of
the declaration thereof; and to provide for the
payment of declared dividends on a date earlier than
the specified payment date in the case of
shareholders of the Corporation redeeming their
entire ownership of shares of the Corporation.
The Corporation intends to qualify as a
"regulated investment company" under the Internal
Revenue Code of 1986, or any successor or comparable
statute thereto, and regulations promulgated
thereunder. Inasmuch as the computation of net
income and gains for
Federal income tax
purposes may vary from the
computation thereof on the
books of the Corporation,
the Board of Directors
shall have the power, in
its sole discretion, to
distribute in any fiscal
year as dividends,
including dividends
designated in
PAGE 18
whole or in part as capital gains distributions, amounts
sufficient, in the opinion of the Board of Directors, to enable
the Corporation to qualify as a regulated investment company and
to avoid liability of the Corporation for Federal income tax in
respect of that year. However, nothing in the foregoing shall
limit the authority of the Board of Directors to make
distributions greater than or less than the amount necessary to
qualify as a regulated investment company and to avoid liability
of the Corporation for such tax.
(v) Contracts. The Board of Directors may in
its discretion from time to time enter into an
exclusive or nonexclusive underwriting contract or
contracts providing for the sale of the shares of
Common Stock of the Corporation to net the
Corporation not less than the amount provided for in
paragraph (A)(ii) of this Article SEVENTH, whereby
the Corporation may either agree to sell the shares
to the other party to the contract or appoint such
other party its sales agent for such shares (such
other party being herein sometimes called the
"underwriter"), and in either case, on such terms
and conditions as may be prescribed in the By-Laws,
if any, and such further terms and conditions as the
Board of Directors may in its discretion determine
not inconsistent with the provisions of this Article
SEVENTH or of the By-Laws; and such contract may
also provide for the repurchase of shares of the
Corporation by such other party as agent of the
Corporation.
The Board of Directors may in its
discretion from time to time enter into an
investment advisory or management contract whereby
the other party to such contract shall undertake to
furnish to the Corporation or any series thereof
such management, investment advisory, statistical
and research facilities and services and such other
facilities and services, if any, and all upon such
terms and conditions, as the Board of Directors may
in its discretion determine.
Any contract of the character described
in the paragraphs above or for services as
custodian, transfer agent, or disbursing agent or
related services may be entered into with any
corporation, firm, trust, or association, although
one or more of the directors or officers of the
Corporation may be an officer, director, trustee,
shareholder, or member of such other party to the
contract, and no such contract shall be invalidated
or rendered voidable by reason of the existence of
any such relationship, nor shall any person holding
such relationship be liable merely by reason of such
PAGE 19
relationship for any loss or expense to the Corporation under or
by reason of said contract or accountable for any profit realized
directly or indirectly therefrom, except as otherwise provided by
applicable law. The same person (including a firm,
corporation, trust, or
association) may be the
other party to contracts
entered into pursuant to the
above paragraphs, and any
individual may be
financially interested or
otherwise affiliated with
persons who are parties to
any or all of the contracts
mentioned in this paragraph.
Any contract entered into pursuant to the
first two paragraphs of this paragraph (E)(vi) of
Article SEVENTH shall be consistent with and subject
to the requirements of Section 15 of the Investment
Company Act of 1940 (including any amendment thereof
or other applicable Act of Congress hereafter
enacted) with respect to its continuance in effect,
its termination and the method of authorization and
approval of such contract or renewal thereof.
(vi) Shareholder Voting. On each matter
submitted to a vote of the shareholders, each holder
of a share shall be entitled to one vote for each
whole share and to a proportionate fractional vote
for each fractional share standing in his name on
the books of the Corporation, except as otherwise
provided in paragraph (E)(ix) of Article FIFTH.
Notwithstanding any provision of the laws of the
State of Maryland requiring a greater proportion
than a majority of the votes of all classes or
series or of any class or series of stock entitled
to be cast, to take or authorize any action, such
action may, subject to other applicable provisions
of law, these Articles of Incorporation and the
By-Laws of the Corporation, be taken or authorized
upon the concurrence of a majority of the aggregate
number of the votes entitled to be cast thereon.
(vii) Certificates. A shareholder shall be
entitled to stock certificates which represent and
certify the shares of stock he holds in the
Corporation upon written request in accordance with
procedures established in the By-Laws or by the
Board of Directors, but in the absence of such a
request, the
Corporation shall not be obligated to
issue such certificates.
PAGE 20
EIGHTH: References in these Articles to
the Investment Company Act of 1940 shall
mean the published statute, the rules
thereunder, and, where applicable, published
cases and interpretative letters of the
Securities and Exchange Commission.
IN WITNESS WHEREOF, we have signed these
Articles of Incorporation and acknowledge the same
to be our act on this 23rd day of June, 1989.
Sarah McCafferty
Lenora V. Hornung
STATE OF MARYLAND )
) ss:
CITY OF BALTIMORE )
I HEREBY CERTIFY, that on this 23rd day of
June, 1989, before me, the subscriber, a Notary
Public of the State of Maryland, in and for the City
of Baltimore, personally appeared SARAH McCAFFERTY
and LENORA V. HORNUNG, and they acknowledged the
foregoing Articles of Incorporation to be their act.
WITNESS my hand and Notarial Seal
this 23rd day of June, 1989.
Notary Public
My Commission expires:
pat:IIFArtIn
PAGE 21
ARTICLES OF INCORPORATION
OF
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
PAGE 1
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
(A Maryland Corporation)
BY-LAWS
ARTICLE I
NAME OF CORPORATION,
LOCATION OF OFFICES AND SEAL
Section 1.01.Name: The name of the Corporation is INSTITUTIONAL
INTERNATIONAL FUNDS, INC.
Section 1.02.Principal Office: The principal office of the
Corporation in the State of Maryland shall be located in the City of
Baltimore. The Corporation may, in addition, establish and maintain such
other offices and places of business, within or outside the State of Maryland,
as the Board of Directors may from time to time determine. [ MGCL, Sections
2-103(4), 2-108(a)(1) ]
Section 1.03.Seal: The corporate seal of the Corporation shall
be circular in form, and shall bear the name of the Corporation, the year of
its incorporation, and the words "Corporate Seal, Maryland." The form of the
seal shall be subject to alteration by the Board of Directors and the seal may
be used by causing it or a facsimile to be impressed or affixed or printed or
otherwise reproduced. In lieu of affixing the corporate seal to any document
it shall be sufficient to meet the requirements of any law, rule, or
regulation relating to a corporate seal to affix the word "(Seal)" adjacent to
the signature of the authorized officer of the Corporation. Any officer or
Director of the Corporation shall have authority to affix the corporate seal
of the Corporation to any document requiring the same. [ MGCL, Sections 1-
304(b), 2-103(3) ]
PAGE 2
ARTICLE II
SHAREHOLDERS
Section 2.01.Annual Meetings: The Corporation shall not be
required to hold an annual meeting of its shareholders in any year unless the
Investment Company Act of 1940 requires an election of directors by
shareholders. In the event that the Corporation shall be so required to hold
an annual meeting, such meeting shall be held at a date and time set by the
Board of Directors, which date shall be no later than 120 days after the
occurrence of the event requiring the meeting. Any shareholders' meeting held
in accordance with the preceding sentence shall for all purposes constitute
the annual meeting of shareholders for the fiscal year of the Corporation in
which the meeting is held. At any such meeting, the shareholders shall elect
directors to hold the offices of any directors who have held office for more
than one year or who have been elected by the Board of Directors to fill
vacancies which result from any cause. Except as the Articles of
Incorporation or statute provides otherwise, Directors may transact any
business within the powers of the Corporation as may properly come before the
meeting. Any business of the Corporation may be transacted at the annual
meeting without being specially designated in the notice, except such business
as is specifically required by statute to be stated in the notice. [MGCL,
Section 2-501]
(Section 2.01. Annual Meetings, as amended April 19, 1990)
Section 2.02.Special Meetings: Special meetings of the
shareholders may be called at any time by the Chairman of the Board, the
President, any Vice President, or by the Board of Directors. Special meetings
of the shareholders shall be called by the Secretary on the written request of
shareholders entitled to cast at least ten (10) percent of all the votes
entitled to be cast at such meeting, provided that (a) such request shall
state the purpose or purposes of the meeting and the matters proposed to be
acted on, and (b) the shareholders requesting the meeting shall have paid to
the Corporation the reasonably estimated cost of preparing and mailing the
notice thereof, which the Secretary shall determine and specify to such
shareholders. Unless requested by shareholders entitled to cast a majority of
all the votes entitled to be cast at the meeting, a special meeting need not
be called to consider any matter which is substantially the same as a matter
voted upon at any special meeting of the shareholders held during the
preceding twelve (12) months. [ MGCL, Section 2-502 ]
Section 2.03.Place of Meetings: All shareholders' meetings shall
be held at such place within the United States as may be fixed from time to
time by the Board of Directors. [ MGCL, Section 2-503 ]
PAGE 3
Section 2.04.Notice of Meetings: Not less than ten (10) days,
nor more than ninety (90) days before each shareholders' meeting, the
Secretary or an Assistant Secretary of the Corporation shall give to each
shareholder entitled to vote at the meeting, and each other shareholder
entitled to notice of the meeting, written notice stating (1) the time and
place of the meeting, and (2) the purpose or purposes of the meeting if the
meeting is a special meeting or if notice of the purpose is required by
statute to be given. Such notice shall be personally delivered to the
shareholder, or left at his residence or usual place of business, or mailed to
him at his address as it appears on the records of the Corporation. No notice
of a shareholders' meeting need be given to any shareholder who shall sign a
written waiver of such notice, whether before or after the meeting, which is
filed with the records of shareholders' meetings, or to any shareholder who is
present at the meeting in person or by proxy. Notice of adjournment of a
shareholders' meeting to another time or place need not be given if such time
and place are announced at the meeting, unless the adjournment is for more
than one hundred twenty (120) days after the original record date. [ MGCL,
Sections 2-504, 2-511(d) ]
Section 2.05.Voting - In General: Except as otherwise
specifically provided in the Articles of Incorporation or these By-Laws, or as
required by provisions of the Investment Company Act with respect to the vote
of a series, if any, of the Corporation, at every shareholders' meeting, each
shareholder shall be entitled to one vote for each share of stock of the
Corporation validly issued and outstanding and held by such shareholder,
except that no shares held by the Corporation shall be entitled to a vote.
Fractional shares shall be entitled to fractional votes. Except as otherwise
specifically provided in the Articles of Incorporation, or these By-Laws, or
as required by provisions of the Investment Company Act, a majority of all the
votes cast at a meeting at which a quorum is present is sufficient to approve
any matter which properly comes before the meeting. The vote upon any
question shall be by ballot whenever requested by any person entitled to vote,
but, unless such a request is made, voting may be conducted in any way
approved by the meeting. [ MGCL, Sections 2-214(a)(i), 2-506(a)(2), 2-507(a),
2-509(b) ]
Section 2.06.Shareholders Entitled to Vote: If, pursuant to
Section 8.05 hereof, a record date has been fixed for the determination of
shareholders entitled to notice of or to vote at any shareholders' meeting,
each shareholder of the Corporation shall be entitled to vote in person or by
proxy, each share or fraction of a share of stock outstanding in his name on
the books of the Corporation on such record date. If no record date has been
fixed for the determination of shareholders, the record date for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the day on which notice of
the meeting is mailed or the 30th day before the meeting, whichever is the
PAGE 4
closer date to the meeting, or, if notice is waived by all shareholders, at
the close of business on the tenth (10th) day next preceding the date of the
meeting. [ MGCL, Sections 2-507, 2-511 ]
Section 2.07.Voting - Proxies: The right to vote by proxy shall
exist only if the instrument authorizing such proxy to act shall have been
executed in writing by the shareholder himself, or by his attorney thereunto
duly authorized in writing. No proxy shall be valid more than eleven (11)
months after its date unless it provides for a longer period. [ MGCL, Section
2-507(b) ]
Section 2.08.Quorum: The presence at any shareholders' meeting,
in person or by proxy, of shareholders entitled to cast a majority of the
votes entitled to be cast at the meeting shall constitute a quorum. [ MGCL,
Section 2-506(a) ]
Section 2.09.Absence of Quorum: In the absence of a quorum, the
holders of a majority of shares entitled to vote at the meeting and present
thereat in person or by proxy, or, if no shareholder entitled to vote is
present in person or by proxy, any officer present who is entitled to preside
at or act as Secretary of such meeting, may adjourn the meeting sine die or
from time to time. Any business that might have been transacted at the
meeting originally called may be transacted at any such adjourned meeting at
which a quorum is present.
Section 2.10.Stock Ledger and List of Shareholders: It shall be
the duty of the Secretary or Assistant Secretary of the Corporation to cause
an original or duplicate stock ledger to be maintained at the office of the
Corporation's transfer agent, containing the names and addresses of all
shareholders and the number of shares of each class held by each shareholder.
Such stock ledger may be in written form, or any other form capable of being
converted into written form within a reasonable time for visual inspection.
Any one or more persons, who together are and for at least six (6) months have
been shareholders of record of at least five percent (5%) of the outstanding
capital stock of the Corporation, may submit (unless the Corporation at the
time of the request maintains a duplicate stock ledger at its principal
office) a written request to any officer of the Corporation or its resident
agent in Maryland for a list of the shareholders of the Corporation. Within
twenty (20) days after such a request, there shall be prepared and filed at
the Corporation's principal office a list, verified under oath by an officer
of the Corporation or by its stock transfer agent or registrar, which sets
forth the name and address of each shareholder and the number of shares of
each class which the shareholder holds. [ MGCL, Sections 2-209, 2-513 ]
Section 2.11.Informal Action By Shareholders: Any action
required or permitted to be taken at a meeting of
PAGE 5
shareholders may be taken without a meeting if the following are filed with
the records of shareholders' meetings:
(a) A unanimous written consent which sets
forth the action and is signed by each
shareholder entitled to vote on the
matter; and
(b) A written waiver of any right to dissent
signed by each shareholder entitled to
notice of the meeting, but not entitled
to vote at it. [ MGCL, Section 2-505 ]
ARTICLE III
BOARD OF DIRECTORS
Section 3.01.Number and Term of Office: The Board of Directors
shall consist of one (1) Director, which number may be increased by a
resolution of a majority of the entire Board of Directors, provided that the
number of Directors shall not be more than fifteen (15) nor less than the
lesser of (i) three (3) or (ii) the number of shareholders of the Corporation.
Each Director (whenever elected) shall hold office until the next annual
meeting of shareholders and until his successor is elected and qualifies or
until his earlier death, resignation, or removal. [ MGCL, Sections 2-402,
2-404, 2-405 ]
Section 3.02.Qualification of Directors: No member of the Board
of Directors need be a shareholder of the Corporation, but at least one member
of the Board of Directors shall be a person who is not an interested person
(as such term is defined in the Investment Company Act) of the investment
adviser of the Corporation, nor an officer or employee of the Corporation. [
MGCL, Section 2-403; Investment Company Act, Section 10(d) ]
Section 3.03.Election of Directors: Until the first annual
meeting of shareholders, or until successors are duly elected and qualified,
the Board of Directors shall consist of the persons named as such in the
Articles of Incorporation. Thereafter, except as otherwise provided in
Sections 3.04 and 3.05 hereof, at each annual meeting, the shareholders shall
elect Directors to hold office until the next annual meeting and/or until
their successors are elected and qualify. In the event that Directors are not
elected at an annual shareholders' meeting, then Directors may be elected at a
special shareholders' meeting. Directors shall be elected by vote of the
holders of a plurality of the shares present in person or by proxy and
entitled to vote. [ MGCL, Section 2-404 ]
PAGE 6
Section 3.04.Removal of Directors: At any meeting of
shareholders, duly called and at which a quorum is present, the shareholders
may, by the affirmative vote of the holders of a majority of the votes
entitled to be cast thereon, remove any Director or Directors from office,
either with or without cause, and may elect a successor or successors to fill
any resulting vacancies for the unexpired terms of removed Directors. [ MGCL,
Sections 2-406, 2-407 ]
Section 3.05.Vacancies and Newly Created Directorships: If any
vacancies occur in the Board of Directors by reason of resignation, removal or
otherwise, or if the authorized number of Directors is increased, the
Directors then in office shall continue to act, and such vacancies (if not
previously filled by the shareholders) may be filled by a majority of the
Directors then in office, whether or not sufficient to constitute a quorum,
provided that, immediately after filling such vacancy, at least two-thirds of
the Directors then holding office shall have been elected to such office by
the shareholders of the Corporation. In the event that at any time, other
than the time preceding the first meeting of shareholders, less than a
majority of the Directors of the Corporation holding office at that time were
so elected by the shareholders, a meeting of the shareholders shall be held
promptly and in any event within sixty (60) days for the purpose of electing
Directors to fill any existing vacancies in the Board of Directors unless the
Securities and Exchange Commission shall by order extend such period. Except
as provided in Section 3.04 hereof, a Director elected by the Board of
Directors to fill a vacancy shall be elected to hold office until the next
annual meeting of shareholders or until his successor is elected and
qualifies. [ MGCL, Section 2-407; Investment Company Act, Section 16(a) ]
Section 3.06.General Powers:
(a)The property, business, and affairs of the Corporation shall
be managed under the direction of the Board of Directors which may exercise
all the powers of the Corporation except such as are by law, by the Articles
of Incorporation, or by these By-Laws conferred upon or reserved to the
shareholders of the Corporation. [ MGCL, Section 2-401 ]
(b)All acts done by any meeting of the Directors or by any person
acting as a Director, so long as his successor shall not have been duly
elected or appointed, shall, notwithstanding that it be afterwards discovered
that there was some defect in the election of the Directors or such person
acting as a Director or that they or any of them were disqualified, be as
valid as if the Directors or such person, as the case may be, had been duly
elected and were or was qualified to be Directors or a Director of the
Corporation.
Section 3.07.Power to Issue and Sell Stock: The Board of
Directors may from time to time authorize by resolution the
PAGE 7
issuance and sale of any of the Corporation's authorized shares to such
persons as the Board of Directors shall deem advisable and such resolution
shall set the minimum price or value of consideration for the stock or a
formula for its determination, and shall include a fair description of any
consideration other than money and a statement of the actual value of such
consideration as determined by the Board of Directors or a statement that the
Board of Directors has determined that the actual value is or will be not less
than a certain sum. [ MGCL, Section 2-203 ]
Section 3.08.Power to Declare Dividends:
(a)The Board of Directors, from time to time as it may deem
advisable, may declare and the Corporation pay dividends, in cash, property,
or shares of the Corporation available for dividends out of any source
available for dividends, to the shareholders according to their respective
rights and interests. [ MGCL, Section 2-309 ]
(b)The Board of Directors shall cause to be accompanied by a
written statement any dividend payment wholly or partly from any source other
than the Corporation's accumulated undistributed net income (determined in
accordance with good accounting practice and the rules and regulations of the
Securities and Exchange Commission then in effect) not including profits or
losses realized upon the sale of securities or other properties. Such
statement shall adequately disclose the source or sources of such payment and
the basis of calculation and shall be otherwise in such form as the Securities
and Exchange Commission may prescribe. [ Investment Company Act, Section 19;
SEC Rule 19a-1; MGCL, Section 2-309(c) ]
(c)Notwithstanding the above provisions of this Section 3.08, the
Board of Directors may at any time declare and distribute pro rata among the
shareholders a stock dividend out of the Corporation's authorized but unissued
shares of stock, including any shares previously purchased by the Corporation,
provided that such dividend shall not be distributed in shares of any class
with respect to any shares of a different class. The shares so distributed
shall be issued at the par value thereof, and there shall be transferred to
stated capital, at the time such dividend is paid, an amount of surplus equal
to the aggregate par value of the shares issued as a dividend and there may be
transferred from earned surplus to capital surplus such additional amount as
the Board of Directors may determine. [ MGCL, Section 2-309 ]
Section 3.09.Annual and Regular Meetings: The annual meeting of
the Board of Directors for choosing officers and transacting other proper
business shall be held after the annual shareholders' meeting at such time and
place as may be specified in the notice of such meeting of the Board of
Directors or, in the absence of such annual shareholders' meeting, at such
time
PAGE 8
and place as the Board of Directors may provide. The Board of Directors from
time to time may provide by resolution for the holding of regular meetings and
fix their time and place (within or outside the State of Maryland). [ MGCL,
Section 2-409(a) ]
Section 3.l0.Special Meetings: Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, the
President (or, in the absence or disability of the President, by any Vice
President), the Treasurer, or two or more Directors, at the time and place
(within or outside the State of Maryland) specified in the respective notices
or waivers of notice of such meetings.
Section 3.11.Notice: Notice of annual, regular, and special
meetings shall be in writing, stating the time and place, and shall be mailed
to each Director at his residence or regular place of business or caused to be
delivered to him personally or to be transmitted to him by telegraph, cable,
or wireless at least two (2) days before the day on which the meeting is to be
held. Except as otherwise required by the By-Laws or the Investment Company
Act, such notice need not include a statement of the business to be transacted
at, or the purpose of, the meeting. [ MGCL, Section 2-409(b) ]
Section 3.12.Waiver of Notice: No notice of any meeting need be
given to any Director who is present at the meeting or to any Director who
signs a waiver of the notice of the meeting (which waiver shall be filed with
the records of the meeting), whether before or after the meeting. [ MGCL,
Section 2-409(c) ]
Section 3.13.Quorum and Voting: At all meetings of the Board of
Directors the presence of one-third of the total number of Directors
authorized, but not less than two (2) Directors if there are at least two
directors, shall constitute a quorum. In the absence of a quorum, a majority
of the Directors present may adjourn the meeting, from time to time, until a
quorum shall be present. The action of a majority of the Directors present at
a meeting at which a quorum is present shall be the action of the Board of
Directors unless the concurrence of a greater proportion is required for such
action by law, by the Articles of Incorporation or by these By-Laws. [ MGCL,
Section 2-408 ]
Section 3.14.Conference Telephone: Members of the Board of
Directors or of any committee designated by the Board, may participate in a
meeting of the Board or of such committee by means of a conference telephone
or similar communications equipment if all persons participating in the
meeting can hear each other at the same time, and participation by such means
shall constitute presence in person at such meeting. [ MGCL, Section 2-409(d)
]
PAGE 9
Section 3.15.Compensation: Each Director may receive such
remuneration for his services as shall be fixed from time to time by
resolution of the Board of Directors.
Section 3.16.Action Without a Meeting: Any action required or
permitted to be taken at any meeting of the Board of Directors or any
committee thereof may be taken without a meeting if a unanimous written
consent which sets forth the action is signed by all members of the Board or
of such committee and such written consent is filed with the minutes of
proceedings of the Board or committee. [ MGCL, Section 2-408(c) ]
Section 3.17.Director Emeritus: Upon the retirement of a
Director of the Corporation, the Board of Directors may designate such retired
Director as a Director Emeritus. The position of Director Emeritus shall be
honorary only and shall not confer upon such Director Emeritus any
responsibility, or voting authority, whatsoever with respect to the
Corporation. A Director Emeritus may, but shall not be required to, attend
the meetings of the Board of Directors and receive materials normally provided
Directors relating to the Corporation. The Board of Directors may establish
such compensation as it may deem appropriate under the circumstances to be
paid by the Corporation to a Director Emeritus.
ARTICLE IV
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 4.01.How Constituted: By resolution adopted by the Board
of Directors, the Board may appoint from among its members one or more
committees, including an Executive Committee, each consisting of at least two
(2) Directors. Each member of a committee shall hold office during the
pleasure of the Board. [ MGCL, Section 2-411 ]
Section 4.02.Powers of the Executive Committee: Unless otherwise
provided by resolution of the Board of Directors, the Executive Committee, in
the intervals between meetings of the Board of Directors, shall have and may
exercise all of the powers of the Board of Directors to manage the business
and affairs of the Corporation except the power to:
(a) Declare dividends or distributions on
stock;
(b) Issue stock other than as provided in
Section 2-411(b) of Corporations and
Associations Article of the Annotated
Code of Maryland;
PAGE 10
(c) Recommend to the shareholders any action
which requires shareholder approval;
(d) Amend the By-Laws; or
(e) Approve any merger or share exchange
which does not require shareholder
approval.
[ MGCL, Section 2-411(a) ]
Section 4.03.Other Committees of the Board of Directors: To the
extent provided by resolution of the Board, other committees shall have and
may exercise any of the powers that may lawfully be granted to the Executive
Committee. [ MGCL, Section 2-411(a) ]
Section 4.04.Proceedings, Quorum, and Manner of Acting: In the
absence of appropriate resolution of the Board of Directors, each committee
may adopt such rules and regulations governing its proceedings, quorum and
manner of acting as it shall deem proper and desirable, provided that the
quorum shall not be less than two (2) Directors. In the absence of any member
of any such committee, the members thereof present at any meeting, whether or
not they constitute a quorum, may appoint a member of the Board of Directors
to act in the place of such absent member. [ MGCL, Section 2-411(c) ]
Section 4.05.Other Committees: The Board of Directors may
appoint other committees, each consisting of one or more persons who need not
be Directors. Each such committee shall have such powers and perform such
duties as may be assigned to it from time to time by the Board of Directors,
but shall not exercise any power which may lawfully be exercised only by the
Board of Directors or a committee thereof.
PAGE 11
ARTICLE V
OFFICERS
Section 5.01.General: The officers of the Corporation shall be a
President, one or more Vice Presidents (one or more of whom may be designated
Executive Vice President), a Secretary, and a Treasurer, and may include one
or more Assistant Vice Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 5.11 hereof. The Board of Directors
may elect, but shall not be required to elect, a Chairman of the Board. [
MGCL, Section 2-412 ]
Section 5.02.Election, Term of Office and Qualifications: The
officers of the Corporation (except those appointed pursuant to Section 5.11
hereof) shall be elected by the Board of Directors at its first meeting and
thereafter at each annual meeting of the Board. If any officer or officers
are not elected at any such meeting, such officer or officers may be elected
at any subsequent regular or special meeting of the Board. Except as provided
in Sections 5.03, 5.04, and 5.05 hereof, each officer elected by the Board of
Directors shall hold office until the next annual meeting of the Board of
Directors and until his successor shall have been chosen and qualified. Any
person may hold two or more offices of the Corporation, except that neither
the Chairman of the Board, nor the President, may hold the office of Vice
President, but no person shall execute, acknowledge, or verify any instrument
in more than one capacity if such instrument is required by law, the Articles
of Incorporation, or these By-Laws to be executed, acknowledged, or verified
by two or more officers. The Chairman of the Board shall be selected from
among the Directors of the Corporation and may hold such office only so long
as he continues to be a Director. No other officer need be a Director.
[ MGCL, Sections 2-412, 2-413 and 2-415 ]
Section 5.03.Resignation: Any officer may resign his office at
any time by delivering a written resignation to the Board of Directors, the
President, the Secretary, or any Assistant Secretary. Unless otherwise
specified therein, such resignation shall take effect upon delivery.
Section 5.04.Removal: Any officer may be removed from office by
the Board of Directors whenever in the judgment of the Board of Directors the
best interests of the Corporation will be served thereby. [ MGCL, Section 2-
413(c) ]
Section 5.05Vacancies and Newly Created Offices: If any vacancy
shall occur in any office by reason of death, resignation, removal,
disqualification or other cause, or if any
PAGE 12
new office shall be created, such vacancies or newly created offices may be
filled by the Board of Directors at any meeting or, in the case of any office
created pursuant to Section 5.11 hereof, by any officer upon whom such power
shall have been conferred by the Board of Directors. [ MGCL, Section 2-413(d)
]
Section 5.06.Chairman of the Board: Unless otherwise provided by
resolution of the Board of Directors, the Chairman of the Board, if there be
such an officer, shall be the chief executive and operating officer of the
Corporation, shall preside at all shareholders' meetings, and at all meetings
of the Board of Directors. He shall be ex officio a member of all standing
committees of the Board of Directors. Subject to the supervision of the Board
of Directors, he shall have general charge of the business, affairs, property,
and operation of the Corporation and its officers, employees, and agents. He
may sign (unless the President or a Vice President shall have signed)
certificates representing stock of the Corporation authorized for issuance by
the Board of Directors and shall have such other powers and perform such other
duties as may be assigned to him from time to time by the Board of Directors.
Section 5.07.President: Unless otherwise provided by resolution
of the Board of Directors, the President shall, at the request of or in the
absence or disability of the Chairman of the Board, or if no Chairman of the
Board has been chosen, he shall preside at all shareholders' meetings and at
all meetings of the Board of Directors and shall in general exercise the
powers and perform the duties of the Chairman of the Board. He may sign
(unless the Chairman or a Vice President shall have signed) certificates
representing stock of the Corporation authorized for issuance by the Board of
Directors. Except as the Board of Directors may otherwise order, he may sign
in the name and on behalf of the Corporation all deeds, bonds, contracts, or
agreements. He shall exercise such other powers and perform such other duties
as from time to time may be assigned to him by the Board of Directors.
Section 5.08.Vice President: The Board of Directors shall, from
time to time, designate and elect one or more Vice Presidents (one or more of
whom may be designated Executive Vice President) who shall have such powers
and perform such duties as from time to time may be assigned to them by the
Board of Directors or the President. At the request or in the absence or
disability of the President, the Vice President (or, if there are two or more
Vice Presidents, the Vice President in order of seniority of tenure in such
office or in such other order as the Board of Directors may determine) may
perform all the duties of the President and, when so acting, shall have all
the powers of and be subject to all the restrictions upon the President. Any
Vice President may sign (unless the Chairman, the President, or another Vice
President shall have signed) certificates representing stock of the
Corporation authorized for issuance by the Board of Directors.
PAGE 13
Section 5.09.Treasurer and Assistant Treasurers: The Treasurer
shall be the principal financial and accounting officer of the Corporation and
shall have general charge of the finances and books of account of the
Corporation. Except as otherwise provided by the Board of Directors, he shall
have general supervision of the funds and property of the Corporation and of
the performance by the custodian of its duties with respect thereto. He may
countersign (unless an Assistant Treasurer or Secretary or Assistant Secretary
shall have countersigned) certificates representing stock of the Corporation
authorized for issuance by the Board of Directors. He shall render to the
Board of Directors, whenever directed by the Board, an account of the
financial condition of the Corporation and of all his transactions as
Treasurer; and as soon as possible after the close of each fiscal year he
shall make and submit to the Board of Directors a like report for such fiscal
year. He shall cause to be prepared annually a full and correct statement of
the affairs of the Corporation, including a balance sheet and a financial
statement of operations for the preceding fiscal year, which shall be
submitted at the annual meeting of shareholders and filed within twenty (20)
days thereafter at the principal office of the Corporation. He shall perform
all the acts incidental to the office of the Treasurer, subject to the control
of the Board of Directors. Any Assistant Treasurer may perform such duties of
the Treasurer as the Treasurer or the Board of Directors may assign, and, in
the absence of the Treasurer, he may perform all the duties of the Treasurer.
Section 5.10.Secretary and Assistant Secretaries: The Secretary
shall attend to the giving and serving of all notices of the Corporation and
shall record all proceedings of the meetings of the shareholders and Directors
in one or more books to be kept for that purpose. He shall keep in safe
custody the seal of the Corporation and shall have charge of the records of
the Corporation, including the stock books and such other books and papers as
the Board of Directors may direct and such books, reports, certificates and
other documents required by law to be kept, all of which shall at all
reasonable times be open to inspection by any Director. He shall countersign
(unless the Treasurer, an Assistant Treasurer or an Assistant Secretary shall
have countersigned) certificates representing stock of the Corporation
authorized for issuance by the Board of Directors. He shall perform such
other duties as appertain to his office or as may be required by the Board of
Directors. Any Assistant Secretary may perform such duties of the Secretary
as the Secretary or the Board of Directors may assign, and, in the absence of
the Secretary, he may perform all the duties of the Secretary.
Section 5.11.Subordinate Officers: The Board of Directors from
time to time may appoint such other officers or agents as it may deem
advisable, each of whom shall have such title, hold office for such period,
have such authority and perform such duties as the Board of Directors may
determine. The PAGE 14
Board of Directors from time to time may delegate to one or more officers or
agents the power to appoint any such subordinate officers or agents and to
prescribe their respective rights, terms of office, authorities, and duties.
[ MGCL, Section 2-412(b) ]
Section 5.12.Remuneration: The salaries or other compensation of
the officers of the Corporation shall be fixed from time to time by resolution
of the Board of Directors, except that the Board of Directors may by
resolution delegate to any person or group of persons the power to fix the
salaries or other compensation of any subordinate officers or agents appointed
in accordance with the provisions of Section 5.11 hereof.
ARTICLE VI
CUSTODY OF SECURITIES AND CASH
Section 6.01.Employment of a Custodian: The Corporation shall
place and at all times maintain in the custody of a Custodian (including any
sub-custodian for the Custodian) all funds, securities, and similar
PAGE 14
investments owned by the Corporation. The Custodian shall be a bank having an
aggregate capital, surplus, and undivided profits of not less than
$10,000,000. Subject to such rules, regulations, and orders as the Securities
and Exchange Commission may adopt as necessary or appropriate for the
protection of investors, the Corporation's Custodian may deposit all or a part
of the securities owned by the Corporation in a sub-custodian or sub-
custodians situated within or without the United States. The Custodian shall
be appointed and its remuneration fixed by the Board of Directors. [
Investment Company Act, Section 17(f) ]
Section 6.02.Central Certificate Service: Subject to such rules,
regulations, and orders as the Securities and Exchange Commission may adopt as
necessary or appropriate for the protection of investors, the Corporation's
Custodian may deposit all or any part of the securities owned by the
Corporation in a system for the central handling of securities established by
a national securities exchange or national securities association registered
with the Commission under the Securities Exchange Act of 1934, or such other
person as may be permitted by the Commission, pursuant to which system all
securities of any particular class or series of any issuer deposited within
the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities. [ Investment
Company Act, Section 17(f) ]
PAGE 15
Section 6.03.Cash Assets: The cash proceeds from the sale of
securities and similar investments and other cash assets of the Corporation
shall be kept in the custody of a bank or banks appointed pursuant to Section
6.01 hereof, or in accordance with such rules and regulations or orders as the
Securities and Exchange Commission may from time to time prescribe for the
protection of investors, except that the Corporation may maintain a checking
account or accounts in a bank or banks, each having an aggregate capital,
surplus, and undivided profits of not less than $10,000,000, provided that the
balance of such account or the aggregate balances of such accounts shall at no
time exceed the amount of the fidelity bond, maintained pursuant to the
requirements of the Investment Company Act and rules and regulations
thereunder, covering the officers or employees authorized to draw on such
account or accounts. [ Investment Company Act, Section 17(f) ]
Section 6.04.Free Cash Accounts: The Corporation may, upon
resolution of its Board of Directors, maintain a petty cash account free of
the foregoing requirements of this Article VI in an amount not to exceed $500,
provided that such account is operated under the imprest system and is
maintained subject to adequate controls approved by the Board of Directors
over disbursements and reimbursements including, but not limited to, fidelity
bond coverage for persons having access to such funds. [ Investment Company
Act, Rule 17f-3 ]
Section 6.05.Action Upon Termination of Custodian Agreement:
Upon resignation of a custodian of the Corporation or inability of a custodian
to continue to serve, the Board of Directors shall promptly appoint a
successor custodian, but in the event that no successor custodian can be found
who has the required qualifications and is willing to serve, the Board of
Directors shall call as promptly as possible a special meeting of the
shareholders to determine whether the Corporation shall function without a
custodian or shall be liquidated. If so directed by vote of the holders of a
majority of the outstanding shares of stock of the Corporation, the custodian
shall deliver and pay over all property of the Corporation held by it as
specified in such vote.
ARTICLE VII
EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES
Section 7.01.Execution of Instruments: All deeds, documents,
transfers, contracts, agreements, requisitions or orders, promissory notes,
assignments, endorsements, checks and drafts for the payment of money by the
Corporation, and other instruments requiring execution by the Corporation
shall be
PAGE 16
signed by the Chairman, the President, a Vice President, or the Treasurer, or
as the Board of Directors may otherwise, from time to time, authorize. Any
such authorization may be general or confined to specific instances.
Section 7.02.Voting of Securities: Unless otherwise ordered by
the Board of Directors, the Chairman, the President, or any Vice President
shall have full power and authority on behalf of the Corporation to attend and
to act and to vote, or in the name of the Corporation to execute proxies to
vote, at any meeting of shareholders of any company in which the Corporation
may hold stock. At any such meeting such officer shall possess and may
exercise (in person or by proxy) any and all rights, powers, and privileges
incident to the ownership of such stock. The Board of Directors may by
resolution from time to time confer like powers upon any other person or
persons. [ MGCL, Section 2-509 ]
PAGE 16
ARTICLE VIII
CAPITAL STOCK
Section 8.01.Certificate of Stock:
(a)Certificates of stock of the Corporation shall be in the form
approved by the Board of Directors. Every holder of stock of the Corporation
shall be entitled to have a certificate, signed in the name of the Corporation
by the Chairman or the President, or any Vice President and countersigned by
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, certifying the number and kind of shares owned by him in the
Corporation. Such certificate may be sealed with the corporate seal of the
Corporation. Such signatures may be either manual or facsimile signatures and
the seal may be either facsimile or any other form of seal. [ MGCL, Sections
2-210(a), 2-212 ]
(b)In case any officer, transfer agent, or registrar who shall
have signed any such certificate, or whose facsimile signature has been placed
thereon, shall cease to be such an officer, transfer agent or registrar
(because of death, resignation or otherwise) before such certificate is
issued, such certificate may be issued and delivered by the Corporation with
the same effect as if he were such officer, transfer agent, or registrar at
the date of issue. [ MGCL, Section 2-212(c) ]
(c)The number of each certificate issued, the name of the person
owning the shares represented thereby, the number and class of such shares,
and the date of issuance shall be entered upon the stock books of the
Corporation at the time of issuance.
PAGE 17
(d)Every certificate exchanged, surrendered for redemption, or
otherwise returned to the Corporation shall be marked "Cancelled" with the
date of cancellation.
Section 8.02.Transfer of Capital Stock:
(a)Shares of stock of the Corporation shall be transferable only
upon the books of the Corporation kept for such purpose and, if one or more
certificates representing such shares have been issued, upon surrender to the
Corporation or its transfer agent or agents of such certificate or
certificates duly endorsed, or accompanied by appropriate evidence of
assignment, transfer, succession, or authority to transfer.
(b)The Corporation shall be entitled to treat the holder of
record of any share of stock as the absolute owner thereof for all purposes,
and accordingly shall not be bound to recognize any legal, equitable, or other
claim or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise
expressly provided by the statutes of the State of Maryland.
Section 8.03.Transfer Agents and Registrars: The Board of
Directors may, from time to time, appoint or remove transfer agents and
registrars of transfers of shares of stock of the Corporation, and it may
appoint the same person as both transfer agent and registrar. Upon any such
appointment being made all certificates representing shares of capital stock
thereafter issued shall be countersigned by one of such transfer agents or by
one of such registrars of transfers and shall not be valid unless so
countersigned.
Section 8.04.Transfer Regulations: The shares of stock of the
Corporation may be freely transferred, and the Board of Directors may, from
time to time, adopt lawful rules and regulations with reference to the method
of transfer of the shares of stock of the Corporation.
Section 8.05.Fixing of Record Date: The Board of Directors may
fix in advance a date as a record date for the determination of the
shareholders entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or to receive payment of any dividend or other
distribution or allotment of any rights, or to exercise any rights in respect
of any change, conversion, or exchange of stock, or for any other proper
purpose, provided that such record date shall be a date not more than sixty
(60) days nor, in the case of a meeting of shareholders, less than ten (10)
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. In such case, only such
shareholders as shall be shareholders of record on the record date so fixed
shall be entitled to such notice of, and to
PAGE 18
vote at, such meeting or adjournment, or to give such consent, or to receive
payment of such dividend or other distribution, or to receive such allotment
of rights, or to exercise such rights, or to take other action, as the case
may be, notwithstanding any transfer of any shares on the books of the
Corporation after any such record date. A meeting of shareholders convened on
the date for which it was called may be adjourned from time to time without
notice to a date not more than one hundred twenty (120) days after the
original record date. [ MGCL, Section 2-511 ]
Section 8.06.Lost, Stolen or Destroyed Certificates: Before
issuing a new certificate for stock of the Corporation alleged to have been
lost, stolen, or destroyed the Board of Directors, or any officer authorized
by the Board, may, in its discretion, require the owner of the lost, stolen,
or destroyed certificate (or his legal representative) to give the Corporation
a bond or other indemnity, in such form and in such amount as the Board or any
such officer may direct and with such surety or sureties as may be
satisfactory to the Board or any such officer, sufficient to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
such new certificate. The issuance of a new certificate under such
circumstances shall not constitute an overissue of the shares represented
thereby. [ MGCL, Section 2-213 ]
ARTICLE IX
FISCAL YEAR, ACCOUNTANT
Section 9.01.Fiscal Year: The fiscal year of the Foreign Equity
Fund, and any future equity series of the Corporation shall be the twelve (12)
calendar months beginning on the 1st day of November in each year and ending
on the last day of the following October, and the fiscal year of any
international income series of the Corporation shall be the twelve (12)
calendar months beginning on the 1st day of January in each year and ending on
the last day of the following December, or such other period of twelve (12)
calendar months as the Board of Directors may by resolution prescribe.
(Section 9.01. Fiscal Year, as amended September 30, 1993)
Section 9.02.Accountant:
(a)The Corporation shall employ an independent public accountant
or firm of independent public accountants as its accountant to examine the
accounts of the Corporation and to sign and certify financial statements filed
by the Corporation. The accountant's certificates and reports shall be
addressed both to the Board of Directors and to the shareholders.
PAGE 19
(b)A majority of the members of the Board of Directors who are
not interested persons (as such term is defined in the Investment Company Act)
of the Corporation shall select the accountant, by vote cast in person, at any
meeting held before the first annual shareholders' meeting, and thereafter
shall select the accountant annually, by vote cast in person, at a meeting
held within thirty (30) days before or after the beginning of the fiscal year
of the Corporation or within thirty (30) days before the annual shareholders'
meeting in that year. Such selection shall be submitted for ratification or
rejection at the next succeeding annual shareholders' meeting. If such
meeting shall reject such selection, the accountant shall be selected by
majority vote of the Corporation's outstanding voting securities, either at
the meeting at which the rejection occurred or at a subsequent meeting of
shareholders called for the purpose.
(c)Any vacancy occurring between annual meetings, due to the
death or resignation of the accountant, may be filled by the vote of a
majority of those members of the Board of Directors who are not interested
persons (as so defined) of the Corporation, cast in person at a meeting called
for the purpose of voting on such action.
(d)The employment of the accountant shall be conditioned upon the
right of the Corporation by vote of a majority of the outstanding voting
securities at any meeting called for the purpose to terminate such employment
forthwith without any penalty. [ Investment Company Act, Section 32(a) ]
ARTICLE X
INDEMNIFICATION AND INSURANCE
Section 10.01.Indemnification and Payment of Expenses in Advance:
The Corporation shall indemnify any individual ("Indemnitee") who is a present
or former director, officer, employee, or agent of the Corporation, or who is
or has been serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, who, by reason of his position was, is, or is threatened to
be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative
(hereinafter collectively referred to as a "Proceeding") against any
judgments, penalties, fines, settlements, and reasonable expenses (including
attorneys' fees) incurred by such Indemnitee in connection with any
Proceeding, to the fullest extent that such indemnification may be lawful
under Maryland law. The Corporation shall pay any reasonable expenses so
incurred by such Indemnitee in defending a Proceeding in advance of the final
PAGE 20
disposition thereof to the fullest extent that such advance payment may be
lawful under Maryland law. Subject to any applicable limitations and
requirements set forth in the Corporation's Articles of Incorporation and in
these By-Laws, any payment of indemnification or advance of expenses shall be
made in accordance with the procedures set forth in Maryland law.
Notwithstanding the foregoing, nothing herein shall protect or
purport to protect any Indemnitee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office ("Disabling Conduct").
Anything in this Article X to the contrary notwithstanding, no
indemnification shall be made by the Corporation to any Indemnitee unless:
(a) there is a final decision on the merits
by a court or other body before whom the
Proceeding was brought that the
Indemnitee was not liable by reason of
Disabling Conduct; or
(b) in the absence of such a decision, there
is a reasonable determination, based
upon a review of the facts, that the
Indemnitee was not liable by reason of
Disabling Conduct, which determination
shall be made by:
(i) the vote of a majority of a
quorum of directors who are neither
"interested persons" of the
Corporation as defined in Section
2(a)(19) of the Investment Company
Act, nor parties to the Proceeding;
or
(ii) an independent legal counsel in
a written opinion.
Anything in this Article X to the contrary notwithstanding, any
advance of expenses by the Corporation to any Indemnitee shall be made only
upon the undertaking by such Indemnitee to repay the advance unless it is
ultimately determined that such Indemnitee is entitled to indemnification as
above provided, and only if one of the
following conditions is met:
(a) the Indemnitee provides a security for
his undertaking; or
PAGE 21
(b) the Corporation shall be insured against
losses arising by reason of any lawful
advances; or
(c) there is a determination, based on a
review of readily available facts, that
there is reason to believe that the
Indemnitee will ultimately be found
entitled to indemnification, which
determination shall be made by:
(i) a majority of a quorum of
directors who are neither
"interested persons" of the
Corporation as defined in Section
2(a)(19) of the Investment Company
Act, nor parties to the
Proceeding; or
(ii) an independent legal counsel in a
written opinion.
Section 10.02.Insurance of Officers, Directors, Employees and
Agents: To the fullest extent permitted by applicable Maryland law and by
Section 17(h) of the Investment Company Act, as from time to time amended, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of the Corporation, or who is
or was serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust,
or other enterprise, against any liability asserted against him and incurred
by him in or arising out of his position, whether or not the Corporation would
have the power to indemnify him against such liability. [ MGCL, Section 2-
418(k) ]
ARTICLE XI
AMENDMENTS
Section 11.01.General: Except as provided in Section 11.02
hereof, all By-Laws of the Corporation, whether adopted by the Board of
Directors or the shareholders, shall be subject to amendment, alteration, or
repeal, and new By-Laws may be made, by the affirmative vote of a majority of
either:
(a) the holders of record of the
outstanding shares of stock of the Corporation
entitled to vote, at any annual or special
meeting the notice or waiver of notice of
which shall have
PAGE 22
specified or summarized the proposed
amendment, alteration, repeal, or new By-Law;
or
(b) the Directors present at any
regular or special meeting at which a quorum
is present if the notice or waiver of notice
thereof or material sent to the Directors in
connection therewith on or prior to the last
date for the giving of such notice under these
By-Laws shall have specified or summarized the
proposed amendment, alteration, repeal, or new
By-Law.
Section 11.02.By Shareholders Only:
(a)No amendment of any section of these By-Laws shall be made
except by the shareholders of the Corporation if the shareholders shall have
provided in the By-Laws that such section may not be amended, altered, or
repealed except by the shareholders.
(b)From and after the issue of any shares of the Capital Stock of
the Corporation, no amendment of this Article XI shall be made except by the
shareholders of the Corporation.
PAGE 23
ARTICLE XII
MISCELLANEOUS
Section 12.01. Use of the Term "Annual Meeting:" The use of the
term "annual meeting" in these By-Laws shall not be construed as implying a
requirement that a shareholder meeting be held annually.
disk:ByLaws.FEF
PAGE 24
BY-LAWS
OF
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
AS AMENDED:
APRIL 19, 1990
SEPTEMBER 30, 1993
PAGE 25
TABLE OF CONTENTS
Page
ARTICLE I. NAME OF CORPORATION, LOOCATION OF OFFICES AND SEAL1
1.01. Name 1
1.02. Principal Office 1
1.03. Seal 1
ARTICLE II. SHAREHOLDERS 2
2.01. Annual Meetings 2
2.02. Special Meetings 2
2.03. Place of Meetings 2
2.04. Notice of Meetings 2
2.05. Voting - in General 3
2.06. Shareholders Entitled to Vote 3
2.07. Voting - Proxies 3
2.08. Quorum 4
2.09. Absence of Quorum 4
2.10. Stock Ledger and List of Shareholders 4
2.11. Informal Action by Shareholders 4
ARTICLE III.BOARD OF DIRECTORS 5
3.01. Number and Term of Office 5
3.02. Qualification of Directors 5
3.03. Election of Directors 5
3.04. Removal of Directors 5
3.05. Vacancies and Newly Created Directorships 5
3.06. General Powers 6
3.07. Power to Issue and Sell Stock 6
3.08. Power to Declare Dividends 6
3.09. Annual and Regular Meetings 7
3.10. Special Meetings 7
3.11. Notice 7
3.12. Waiver of Notice 7
3.13. Quorum and Voting 8
3.14. Conference Telephone 8
3.15. Compensation 8
3.16. Action without a Meeting 8
3.17. Director Emeritus 8
ARTICLE IV. EXECUTIVE COMMITTEE AND OTHER COMMITTEES 8
4.01. How Constituted 8
4.02. Powers of the Executive Committee 9
4.03. Other Committees of the Board of Directors 9
4.04. Proceedings, Quorum and Manner of Acting 9
PAGE 26
4.05. Other Committees 9
ARTICLE V. OFFICERS 10
5.01. General 10
5.02. Election, Term of Office and Qualifications 10
5.03. Resignation 10
5.04. Removal 10
5.05. Vacancies and Newly Created Offices 10
5.06. Chairman of the Board 11
5.07. President 11
5.08. Vice President 11
5.09. Treasurer and Assistant Treasurers 11
5.10. Secretary and Assistant Secretaries 12
5.11. Subordinate Officers 12
5.12. Remuneration 12
ARTICLE VI. CUSTODY OF SECURITIES AND CASH 13
6.01. Employment of a Custodian 13
6.02. Central Certificate Service 13
6.03. Cash Assets 13
6.04. Free Cash Accounts 13
6.05. Action Upon Termination of Custodian Agreement 14
ARTICLE VII.EXECUTION OF INSTRUMENTS, VOTING OF
SECURITIES 14
7.01. Execution of Instruments 14
7.02. Voting of Securities 14
PAGE 27
ARTICLE VIII.CAPITAL STOCK 15
8.01. Certificate of Stock 15
8.02. Transfer of Capital Stock 15
8.03. Transfer Agents and Registrars 16
8.04. Transfer Regulations 16
8.05. Fixing of Record Date 16
8.06. Lost, Stolen, or Destroyed Certificates 16
ARTICLE IX. FISCAL YEAR, ACCOUNTANT 17
9.01. Fiscal Year 17
9.02. Accountant 17
ARTICLE X. INDEMNIFICATION AND INSURANCE 18
10.01. Indemnification and Payment of
Expenses in Advance 18
10.02. Insurance of Officers, Directors,
Employees and Agents 19
ARTICLE XI. AMENDMENTS 20
11.01. General 20
11.02. By Shareholders Only 20
ARTICLE XII.MISCELLANEOUS 21
12.01 Use of the Term "Annual Meeting" 21
ByLaws.FEF/disk
PAGE 1
INVESTMENT MANAGEMENT AGREEMENT
Between
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
and
ROWE PRICE-FLEMING INTERNATIONAL, INC.
INVESTMENT MANAGEMENT AGREEMENT, made as of the 1st day of May,
1990, by and between INSTITUTIONAL INTERNATIONAL FUNDS, INC., a Maryland
corporation (hereinafter called the "Corporation"), and ROWE PRICE-FLEMING
INTERNATIONAL, INC., a corporation organized and existing under the laws of
the State of Maryland (hereinafter called the "Manager").
W I T N E S S E T H:
WHEREAS, the Corporation proposes to engage in business as an open-
end management investment company and to register as such under the federal
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Corporation is authorized to issue shares of capital
stock ("Shares") in the Foreign Equity Fund (the "Fund"), a separate series of
the Corporation whose Shares represent interests in a separate portfolio of
securities and other assets ("Fund Shares"); and
WHEREAS, the Manager is engaged principally in the business of
rendering investment supervisory services and is registered as an investment
adviser under the federal Investment Advisers Act of 1940, as amended; and
WHEREAS, the Fund desires the Manager to render investment
supervisory services to the Fund in the manner and on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1.Duties and Responsibilities of Manager.
A. Investment Management Services. The Manager shall act as
investment manager and shall supervise and direct the investments of the Fund
in accordance with the Fund's investment objective, program and restrictions
as provided in the Corporation's prospectus, on behalf of the Fund, as amended
from time to time, and such other limitations as the Corporation may impose by
notice in writing to the Manager. The Manager shall obtain and evaluate such
information relating to the economy, industries, businesses, securities
markets and securities as it may deem necessary or useful in the discharge of
its obligations hereunder and shall formulate and implement a continuing
program for the management of the assets and resources of the Fund in a manner
consistent with its investment objective. In furtherance of
PAGE 2
this duty, the Manager, as agent and attorney-in-fact with respect to the
Corporation, is authorized, in its discretion and without prior consultation
with the Corporation, to:
(i) buy, sell, exchange, convert, lend, and otherwise trade
in any stocks, bonds, and other securities or assets; and
(ii) directly or through the trading desks of T. Rowe Price
Associates, Inc. ("Price Associates"), Robert Fleming Holdings
Limited ("Holdings") and their affiliates place orders and
negotiate the commissions (if any) for the execution of
transactions in securities with or through such brokers, dealers, underwriters
or issuers as the Manager may select.
B. Financial, Accounting, and Administrative Services. The
Manager shall maintain the existence and records of the Corporation; maintain
the registrations and qualifications of Fund Shares under federal and state
law; monitor the financial, accounting, and administrative functions of the
Fund; maintain liaison with the various agents employed for the benefit of the
Fund by the Corporation (including the Fund's transfer agent, custodian,
independent accountants and legal counsel) and assist in the coordination of
their activities on behalf of the Fund.
C. Reports to Fund. The Manager shall furnish to or place at
the disposal of the Corporation or Fund, as appropriate, such information,
reports, evaluations, analyses and opinions as the Fund may, at any time or
from time to time, reasonably request or as the Manager may deem helpful.
D. Reports and Other Communications to Shareholders. The
Manager shall assist in developing all general shareholder communications,
including regular shareholder reports.
E. Fund Personnel. The Manager agrees to permit individuals
who are officers or employees of the Manager to serve (if duly elected or
appointed) as officers, directors, members of any committee of directors,
members of any advisory board, or members of any other committee of the
Corporation, without remuneration or other cost to the Fund or the
Corporation.
F. Personnel, Office Space, and Facilities of Manager. The
Manager at its own expense shall furnish or provide and pay the cost of such
office space, office equipment, office personnel, and office services as the
Manager requires in the performance of its investment advisory and other
obligations under this Agreement.
2.Allocation of Expenses.
A. Expenses Paid by Manager.
(1) Salaries and Fees of Officers. The Manager shall pay
all salaries, expenses, and fees of the officers and directors
of the Corporation who are affiliated with the Manager.
(2) Assumption of Expenses by Manager. The payment or
assumption by the Manager of any expense of the Corporation or
Fund, as appropriate, that the Manager is not required by this
Agreement to pay or assume shall not obligate the Manager to pay
or assume the same or any similar expense on any subsequent
occasion.
B. Expenses Paid by Fund. The Corporation or Fund, as
appropriate, shall bear all expenses of its organization, operations, and
business not specifically assumed or agreed to be paid by the
PAGE 3
Manager as provided in this Agreement. In particular, but without limiting
the generality of the foregoing, the Corporation or Fund, as appropriate,
shall pay:
(1) Custody and Accounting Services. All expenses of the
transfer, receipt, safekeeping, servicing and accounting for the
cash, securities, and other property of the Corporation, for the
benefit of the Fund, including all charges of depositories,
custodians, and other agents, if any;
(2) Shareholder Servicing. All expenses of maintaining
and servicing shareholder accounts, including all charges of the
Fund's transfer, shareholder recordkeeping, dividend disbursing,
redemption, and other agents for the benefit of the Fund, if
any;
(3) Shareholder Communications. All expenses of
preparing, setting in type, printing, and distributing reports
and other communications to shareholders;
(4) Shareholder Meetings. All expenses incidental to
holding meetings of shareholders, including the printing of
notices and proxy material, and proxy solicitation therefor;
(5) Prospectuses. All expenses of preparing, setting in
type, and printing of annual or more frequent revisions of the
prospectus and of mailing them to shareholders;
(6) Pricing. All expenses of computing the Fund's net
asset value per share, including the cost of any equipment or
services used for obtaining price quotations;
(7) Communication Equipment. All charges for equipment or
services used for communication between the Manager or the
Corporation or the Fund and the custodian, transfer agent or any
other agent selected by the Corporation;
(8) Legal and Accounting Fees and Expenses. All charges
for services and expenses of the Corporation's legal counsel and
independent auditors for the benefit of the Fund;
(9) Directors' Fees and Expenses. All compensation of
directors, other than those affiliated with the Manager, and all
expenses incurred in connection with their service;
(10) Federal Registration Fees. All fees and expenses of
registering and maintaining the registration of the Corporation
under the Act and the registration of the Fund Shares under the
Securities Act of 1933, as amended (the "'33 Act"), including
all fees and expenses incurred in connection with the
preparation, setting in type, printing, and filing of any
registration statement and prospectus under the '33 Act or the
Act, and any amendments or supplements that may be made from
time to time;
PAGE 4
(11) State Registration Fees. All fees and expenses of
qualifying and maintaining qualification of the Corporation or
Fund, as appropriate, and of the Fund Shares for sale under
securities laws of various states or jurisdictions, and of
registration and qualification of the Corporation or Fund, as
appropriate, under all other laws applicable to the Corporation
or Fund, as appropriate, or its business activities (including
registering the Corporation as a broker-dealer, or any officer
of the Corporation or any person as agent or salesman of the
Corporation in any state);
(12) Issue and Redemption of Fund Shares. All expenses
incurred in connection with the issue, redemption, and transfer
of Fund Shares, including the expense of confirming all Fund
Share transactions, and of preparing and transmitting the Fund's
stock certificates;
(13) Bonding and Insurance. All expenses of bond,
liability, and other insurance coverage required by law or
deemed advisable by the board of directors;
(14) Brokerage Commissions. All brokers' commissions and
other charges incident to the purchase, sale, or lending of the
Fund's portfolio securities;
(15) Taxes. All taxes or governmental fees payable by or
with respect of the Corporation or Fund, as appropriate to
federal, state, or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes;
(16) Trade Association Fees. All fees, dues, and other
expenses incurred in connection with the Corporation's or
Fund's, as appropriate, membership in any trade association or
other investment organization; and
(17) Nonrecurring and Extraordinary Expenses. Such
nonrecurring expenses as may arise, including the costs of
actions, suits, or proceedings to which the Corporation or Fund,
as appropriate, is a party and the expenses the Corporation or
Fund, as appropriate, may incur as a result of its legal
obligation to provide indemnification to its officers,
directors, and agents.
3.Management Fee. The Fund shall pay the Manager a fee computed
as follows, based on the value of the net assets of the Fund:
A. Fee Rate. The fee shall be at the annual rate of .70% of
the average daily net assets of the Fund.
B. Method of Computation. The fee shall be accrued for each
calendar day and the sum of the daily fee accruals shall be paid monthly to
the Manager on the first business day of the next succeeding calendar month.
The daily fee accruals will be computed by multiplying the fraction of one
over the number of calendar days in the year by the applicable annual rate
described in subparagraph (a) of this Paragraph 3, and multiplying this
product by the net assets of the Fund as 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.
C. Expense Limitation. To the extent that the aggregate
expenses of every character incurred by the Fund in any fiscal year, including
but not limited to fees of the Manager computed as hereinabove set forth, but
excluding interest, taxes, brokerage, and other expenditures which are
capitalized in accordance with generally accepted accounting principles and
extraordinary expenses, shall exceed the limit ("State Expense Limit")
prescribed by any state in which the Fund's Shares are qualified for sale,
such excess
PAGE 5
amount shall be the liability of the Manager to pay in the manner specified
below. To determine the Manager's liability for the Fund's expenses, the
expenses of the Fund shall be annualized monthly as of the last day of the
month. If the annualized expenses for any month exceed the State Expense
Limit, the payment of the Fee for such month (if there be any) shall be
reduced by such excess ("Excess Amount") and in the event the Excess Amount
exceeds the amount due as the Fee, the Manager shall remit to the Fund the
difference between the Excess Amount and the amount due as the Fee; provided,
however, that an adjustment shall be made on or before the last day of the
first month of the next succeeding fiscal year if the aggregate expenses for
the fiscal year do not exceed the State Expense Limit.
However, as part of the consideration for the Fund's entering
into this Agreement, the Manager hereby agrees that through February 29, 1992,
the expense limit of the Fund shall not exceed 1.05% of the average daily net
assets of the Fund ("1.05% Expense Limitation"); provided, however, that (1)
any amount paid or assumed by the Manager pursuant to the 1.05% Expense
Limitation (but not over any State Expense Limit) shall be reimbursed by the
Fund to the Manager after February 29, 1992 (such reimbursement period being
referred to as the "Original Reimbursement Period"); (2) no such
reimbursement, with respect to such Original Reimbursement Period, shall be
made to the Manager after February 28, 1994; and (3) such reimbursement shall
only be made to the extent that it does not result in the Fund's aggregate
expenses exceeding an expense limit of 1.05%. The Manager may voluntarily
agree to an additional expense limitation (any such additional expense
limitation hereinafter referred to as an "Additional Expense Limitation"), for
the same or a different period of time beyond February 29, 1992 (any such
additional period being hereinafter referred to as an "Additional Period")
provided, however, that: (1) any amount paid or assumed by the Manager
pursuant to an Additional Expense Limitation (but in no case over any State
Expense Limit) shall be reimbursed by the Fund to the Manager after the last
day of the Additional Period (such additional reimbursement period being
hereinafter referred to as an "Additional Reimbursement Period"); (2) no
reimbursement for an Additional Reimbursement Period shall be made to the
Manager more than two years after the end of an Additional Period; and (3)
reimbursement for an Additional Reimbursement Period shall only be made to the
extent that it does not result in the Fund's aggregate expenses exceeding the
Additional Expense Limitation applicable to such Additional Reimbursement
Period.
D. Proration of Fee. If this Agreement becomes effective or
terminates before the end of any month, the Fee for the period from the
effective date to the end of such month or from the beginning of such month to
the date of termination, as the case may be, shall be prorated according to
the proportion which such period bears to the full month in which such
effectiveness or termination occurs.
4.Brokerage. Subject to the approval of the board of directors of
the Fund, the Manager, in carrying out its duties under Paragraph 1.A., may
cause the Corporation, with respect to the Fund, to pay a broker-dealer which
furnishes brokerage or research services [as such services are defined under
Section 28(e) of the Securities Exchange Act of 1934, as amended (the "'34
Act")] a higher commission than that which might be charged by another broker-
dealer which does not furnish brokerage or research services or which
furnishes brokerage or research services deemed to be of lesser value, if such
commission is deemed reasonable in relation to the brokerage and research
services provided by the broker-dealer, viewed in terms of either that
particular transaction or the overall responsibilities of the Manager with
respect to the accounts as to which it exercises investment discretion (as
such term is defined under Section 3(a)(35) of the '34 Act).
5.Manager's Use of the Services of Others. The Manager may (at
its cost except as contemplated by Paragraph 4 of this Agreement) employ,
retain or otherwise avail itself of the services or facilities of other
persons or organizations for the purpose of providing the Manager or the
Corporation or Fund, as appropriate, with such statistical and other factual
information, such advice regarding economic factors and trends, such advice as
to occasional transactions in specific securities or such other information,
advice or assistance as the Manager may deem necessary, appropriate or
convenient for the discharge of its
PAGE 6
obligations hereunder or otherwise helpful to the Corporation or Fund, as
appropriate, or in the discharge of Manager's overall responsibilities with
respect to the other accounts which it serves as investment manager.
6.Ownership of Records. All records required to be maintained and
preserved by the Corporation or Fund pursuant to the provisions of rules or
regulations of the Securities and Exchange Commission under Section 31(a) of
the Act and maintained and preserved by the Manager on behalf of the
Corporation or Fund, as appropriate, are the property of the Corporation or
Fund, as appropriate, and will be surrendered by the Manager promptly on
request by the Corporation or Fund, as appropriate.
7.Reports to Manager. The Corporation or Fund, as appropriate,
shall furnish or otherwise make available to the Manager such prospectuses,
financial statements, proxy statements, reports, and other information
relating to the business and affairs of the Corporation or Fund, as
appropriate, as the Manager may, at any time or from time to time, reasonably
require in order to discharge its obligations under this Agreement.
8.Services to Other Clients. Nothing herein contained shall limit
the freedom of the Manager or any affiliated person of the Manager to render
investment supervisory and corporate administrative services to other
investment companies, to act as investment manager or investment counselor to
other persons, firms or corporations, or to engage in other business
activities; but so long as this Agreement or any extension, renewal or
amendment hereof shall remain in effect or until the Manager shall otherwise
consent, the Manager shall be the only investment manager to the Fund.
9.Limitation of Liability of Manager. Neither the Manager nor any
of its officers, directors, or employees, nor any person performing executive,
administrative, trading, or other functions for the Corporation or Fund (at
the direction or request of the Manager) or the Manager in connection with the
Manager's discharge of its obligations undertaken or reasonably assumed with
respect to this Agreement, shall be liable for any error of judgment or
mistake of law or for any loss suffered by the Corporation or Fund in
connection with the matters to which this Agreement relates, except for loss
resulting from willful misfeasance, bad faith, or gross negligence in the
performance of its or his duties on behalf of the Corporation or Fund or from
reckless disregard by the Manager or any such person of the duties of the
Manager under this Agreement.
10. Term of Agreement. The term of this Agreement shall begin
on the date first above written, and unless sooner terminated as hereinafter
provided, this Agreement shall remain in effect through April 30, 1991.
Thereafter, this Agreement shall continue in effect from year to year, with
respect to the Fund, subject to the termination provisions and all other terms
and conditions hereof, so long as: (a) such continuation shall be specifically
approved at least annually by the board of directors of the Corporation, or by
vote of a majority of the outstanding voting securities of the Fund and,
concurrently with such approval by the board of directors or prior to such
approval by the holders of the outstanding voting securities of the Fund, as
the case may be, by the vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority of the directors of the
Corporation, with respect to the Fund, who are not parties to this Agreement
or interested persons of any such party; and (b) the Manager shall not have
notified the Corporation, in writing, at least 60 days prior to April 30, 1991
or prior to April 30th of any year thereafter, that it does not desire such
continuation. The Manager shall furnish to the Corporation, promptly upon its
request, such information as may reasonably be necessary to evaluate the terms
of this Agreement or any extension, renewal or amendment hereof.
11. Amendment and Assignment of Agreement. This Agreement may
not be amended or assigned without the affirmative vote of a majority of the
outstanding voting securities of the Fund, and this Agreement shall
automatically and immediately terminate in the event of its assignment.
PAGE 7
12. Termination of Agreement. This Agreement may be terminated
by either party hereto, without the payment of any penalty, upon 60 days'
prior notice in writing to the other party; provided, that in the case of
termination by the Corporation, with respect to the Fund, such action shall
have been authorized by resolution of a majority of the directors who are not
parties to this Agreement or interested persons of any such party, or by vote
of a majority of the outstanding voting securities of the Fund.
13. Miscellaneous.
A. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
B. Interpretation. Nothing herein contained shall be deemed to
require the Corporation to take any action contrary to its Articles of
Incorporation or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the board of directors of the Corporation of its responsibility for
and control of the conduct of the affairs of the Fund.
C. Definitions. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived from
a term or provision of the Act shall be resolved by reference to such term or
provision of the Act and to interpretations thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such
court, by rules, regulations or orders of the Securities and Exchange
Commission validly issued pursuant to the Act. Specifically, the terms "vote
of a majority of the outstanding voting securities," "interested person,"
"assignment," and "affiliated person," as used in Paragraphs 2, 8, 11, 12, and
13 hereof, shall have the meanings assigned to them by Section 2(a) of the
Act. In addition, where the effect of a requirement of the Act reflected in
any provision of this Agreement is relaxed by a rule, regulation or order of
the Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation or order.
PAGE 8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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: INSTITUTIONAL INTERNATIONAL
FUNDS, INC.
By:
______________________________ ________________________________________
Secretary
Attest: ROWE PRICE-FLEMING INTERNATIONAL, INC.
By:
_______________________________________________________________________
Assistant Secretary
FEFIMgAgr/edg
PAGE 1
UNDERWRITING AGREEMENT
Between
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
and
T. ROWE PRICE INVESTMENT SERVICES, INC.
Dated: July 19, 1989
PAGE 2
UNDERWRITING AGREEMENT
BETWEEN
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
AND
T. ROWE PRICE INVESTMENT SERVICES, INC.
THIS UNDERWRITING AGREEMENT, made as of the 19th day of
July, 1989, by and between INSTITUTIONAL INTERNATIONAL FUNDS,
INC., a corporation organized and existing under the laws of the
State of Maryland (hereinafter called the "Corporation"), and T.
ROWE PRICE INVESTMENT SERVICES, INC., a corporation organized and
existing under the laws of the State of Maryland (hereinafter
called the "Distributor").
WITNESSETH:
WHEREAS, the Corporation proposes to engage in business as
an open-end management investment company, to register as such
under the federal Investment Company Act of 1940, as amended
("ICA-40"); and
WHEREAS, the Corporation is authorized to issue shares of
capital stock ("Shares") in separate series, with each such
series representing the interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Corporation intends initially to offer Shares
in one series, the Foreign Equity Fund (the "Fund"), such series
together with any other series which may be established later and
served by the Distributor hereunder, being herein referred to
collectively as the "Funds" and individually referred to as a
"Fund"; and
WHEREAS, the Distributor is engaged principally in the
business of distributing shares of the investment companies
sponsored and managed by either T. Rowe Price Associates, Inc.
("Price Associates") or Rowe Price-Fleming International, Inc.
("Price-Fleming") and is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended, ("SEA-34") and is a
member of the National Association of Securities Dealers, Inc.
("NASD"); and
WHEREAS, the Corporation desires the Distributor to act as
the distributor in the sale of its shares;
PAGE 3
NOW, THEREFORE, in consideration of the premises and the
mutual promises hereinafter set forth, the parties hereto agree
as follows:
1. Delivery of Fund Documents. The Corporation has
furnished Distributor with copies, properly certified or
authenticated, of each of the following:
(a) Articles of Incorporation, dated June 23, 1989.
(b) By-Laws of the Corporation as in effect on the
date hereof.
(c) Resolutions of the Board of Directors of the
Corporation selecting Distributor as principal
underwriter for the Fund and approving this form
of agreement.
The Corporation shall furnish the Distributor from time to
time with copies, properly certified or authenticated, of all the
amendments of, or supplements to, the foregoing, if any.
The Corporation shall furnish Distributor promptly with
properly certified or authenticated copies of any registration
statements filed by it on behalf of the Fund with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended ("SA-33") or ICA-40, together with any financial
statements and exhibits included therein, and all amendments or
supplements thereto hereafter filed.
2. Sale of Shares. Subject to the provisions of
Paragraphs 3, 4, and 6 hereof, and to such minimum purchase
requirements as may from time to time be currently indicated in
the Corporation's prospectus, on behalf of the Fund, the
Distributor is authorized to sell, as agent for the Corporation,
on behalf of the Fund, shares of the Fund's capital stock
("Shares") authorized for issuance and registered under SA-33.
Distributor may also sell Shares under offers of exchange between
and among investment companies for which Price Associates and/or
Price-Fleming act as investment managers ("Price Funds"),
provided that such exchange offer is provided for in the
applicable Price Fund prospectus. Distributor may also purchase
as principal such Shares for resale to the public. Such sale will
be made by Distributor on behalf of the Fund by accepting
unconditional orders to purchase the Shares placed with
Distributor by investors, and such purchases will be made by
Distributor only after acceptance by Distributor of such orders.
The sales price to the public of such Shares shall be the public
offering price as defined in Paragraph 5 hereof.
3. Sale of Shares by Fund. The rights granted to the
Distributor shall be nonexclusive in that the Corporation, on
PAGE 4
behalf of the Fund, reserves the right to sell Shares of the Fund
to investors pursuant to applications received and accepted by
the Corporation or its transfer agent. Further, the Corporation
reserves the right to issue Shares in connection with the merger
or consolidation of any other investment company, trust or
personal holding company with the Corporation or the
Corporation's acquisition by the purchase or otherwise, of all or
substantially all of the assets of an investment company, trust
or personal holding company. Any right granted to Distributor to
accept orders for Shares, or to make sales on behalf of the Fund
or to purchase Shares for resale, will not apply to Shares issued
in connection with the merger or consolidation of any other
investment company with the Corporation or its acquisition by
purchase or otherwise, of all or substantially all of the assets
of any investment company, trust or personal holding company, or
substantially all of the outstanding shares or interests of any
such entity, and such right shall not apply to Shares that may be
offered by the Corporation to shareholders by virtue of their
being shareholders of the Fund.
4. Shares Covered by this Agreement. This Agreement
relates to the issuance and sale of Shares that are duly
authorized, registered, and available for sale by the
Corporation, on behalf of the Funds, including redeemed or
repurchased Shares if and to the extent that they may be legally
sold and if, but only if, the Corporation authorizes the
Distributor to sell them.
5. Public Offering Price. All Shares sold by the
Distributor pursuant to this Agreement shall be sold at the
public offering price. The public offering price for all accepted
subscriptions will be the net asset value per share, as
determined in the manner provided in the Corporations Articles of
Incorporation, with respect to the Fund, as now in effect, or as
they may be amended (and as reflected in the Fund's then current
prospectus). The Distributor will process orders submitted by
brokers for the sale of Shares at the public offering price
exclusive of any commission charged by such broker to his
customer.
6. Suspension of Sales. If and whenever the determination
of net asset value is suspended and until such suspension is
terminated, no further orders for Shares shall be accepted by the
Distributor except such unconditional orders placed with the
Distributor before it had knowledge of the suspension. In
addition, the Corporation reserves the right to suspend sales and
Distributor's authority to accept orders for Shares on behalf of
the Fund if, in the judgment of the Board of Directors of the
Corporation, it is in the best interests of the Corporation or
Fund to do so, such suspension to continue for such period as may
be determined by the Board of Directors of the Corporation; and
in that event, no orders to purchase Shares shall be processed or
PAGE 5
accepted by the Distributor on behalf of the Fund while such
suspension remains in effect except for Shares necessary to cover
unconditional orders accepted by Distributor before it had
knowledge of the suspension, unless otherwise directed by the
Board of Directors of the Corporation.
7. Solicitation of Orders. In consideration of the rights
granted to the Distributor under this Agreement, Distributor will
use its best efforts (but only in states in which Distributor may
lawfully do so) to obtain unconditional orders for Shares
authorized for issuance by the Corporation, on behalf of the
Fund, and registered under SA-33, provided that Distributor may
in its discretion reject any order to purchase Shares. This does
not obligate the Distributor to register or maintain its
registration as a broker or dealer under the state securities
laws of any jurisdiction if, in the discretion of the Distributor
such registration is not practical or feasible. The Fund shall
make available to the Distributor at the expense of the
Distributor such number of copies of the currently effective
prospectus pertaining to the Fund as the Distributor may
reasonably request. The Fund shall furnish to the Distributor
copies of all information, financial statements and other papers
which the Distributor may reasonably request for use in
connection with the distribution of Shares.
8. Authorized Representations. The Corporation is not
authorized by the Distributor to give on behalf of the
Distributor any information or to make any representations other
than the information and representations contained in a
registration statement or prospectus filed with the SEC under SA-
33 and/or ICA-40, covering Shares, as such registration statement
and prospectus may be amended or supplemented from time to time.
Distributor is not authorized by the Corporation to
give on behalf of the Fund any information or to make any
representations in connection with the sale of Shares other than
the information and representations contained in a registration
statement or prospectus filed, on behalf of the Fund, with the
Securities and Exchange Commission ("SEC") under SA-33 and/or
ICA-40, covering Shares, as such registration statement and
prospectus may be amended or supplemented from time to time, or
contained in shareholder reports or other material that may be
prepared by or on behalf of the Fund for the Distributor's use.
This shall not be construed to prevent the Distributor from
preparing and distributing tombstone ads and sales literature or
other material as it may deem appropriate. No person other than
Distributor is authorized to act as principal underwriter (as
such term is defined in ICA-40, as amended) for the Corporation.
PAGE 6
9. Registration and Sale of Additional Shares. The
Corporation, on behalf of the Fund, will, from time to time, use
its best efforts to register under SA-33, such Shares of the Fund
as Distributor may reasonably be expected to sell on behalf of
the Fund. In connection therewith, the Corporation, on behalf of
the Fund, hereby agrees to register an indefinite number of
Shares pursuant to Rule 24f-2 under ICA-40, and to register such
Shares as shall be deemed advisable pursuant to Rule 24e-2 under
ICA-40, as amended. The Corporation, on behalf of the Fund,
will, in cooperation with the Distributor, take such action, if
any, as may be necessary from time to time to qualify such Shares
(so registered or otherwise qualified for sale under SA-33), in
any state mutually agreeable to the Distributor and the Fund, and
to maintain such qualification.
10. Expenses. The Corporation or Fund, as appropriate,
shall pay all fees and expenses:
a. in connection with the preparation, setting in
type and filing of any registration statement and
prospectus under SA-33 and/or ICA-40, and any
amendments or supplements that may be made from
time to time;
b. in connection with the registration and
qualification of Shares for sale in the various
states in which the Fund shall determine it
advisable to qualify such Shares for sale.
(Including registering the Corporation as a broker
or dealer or any officer of the Corporation or
other person as agent or salesman of the
Corporation in any state.);
c. of preparing, setting in type, printing and
mailing any report or other communication to
shareholders of the Fund in their capacity as
such;
d. of preparing, setting in type, printing and
mailing prospectuses annually to existing
shareholders;
e. in connection with the issue and transfer of
Shares resulting from the acceptance by
Distributor of orders to purchase Shares placed
with the Distributor by investors, including the
expenses of confirming such purchase orders; and
f. of any issue taxes or (in the case of Shares
redeemed) any initial transfer taxes.
PAGE 7
The Distributor shall pay (or will enter into
arrangements providing that persons other than Distributor shall
pay) all fees and expenses:
a. of printing and distributing any prospectuses or
reports prepared for its use in connection with
the distribution of Shares to the public;
b. of preparing, setting in type, printing and
mailing any other literature used by the
Distributor in connection with the distribution of
the Shares to the public;
c. of advertising in connection with the distribution
of such Shares to the public;
d. incurred in connection with its registration as a
broker or dealer or the registration or
qualification of its officers, directors or
representatives under federal and state laws; and
e. incurred in connection with the sale and offering
for sale of Shares which have not been herein
specifically allocated to the Funds.
11. Conformity With Law. Distributor agrees that in selling
Shares it shall duly conform in all respects with the laws of the
United States and any state in which such Shares may be offered
for sale by Distributor pursuant to this Agreement and to the
rules and regulations of the NASD.
12. Independent Contractor. Distributor shall be an
independent contractor and neither Distributor, nor any of its
officers, directors, employees, or representatives is or shall be
an employee of the Corporation in the performance of
Distributor's duties hereunder. Distributor shall be responsible
for its own conduct and the employment, control, and conduct of
its agents and employees and for injury to such agents or
employees or to others through its agents or employees.
Distributor assumes full responsibility for its agents and
employees under applicable statutes and agrees to pay all
employee taxes thereunder.
13. Indemnification. Distributor agrees to indemnify and
hold harmless the Corporation or Fund, as appropriate, and each
of the Corporation's directors, officers, employees,
representatives and each person, if any, who controls the
Corporation or Fund within the meaning of Section 15 of SA-33
against any and all losses, liabilities, damages, claims or
expenses (including the reasonable costs of investigating or
defending any alleged loss, liability, damage, claim or expense
and reasonable legal counsel fees incurred in connection
PAGE 8
therewith) to which the Corporation or Fund or such of the
Corporation's directors, officers, employees, representatives or
controlling person may become subject under SA-33, under any
other statute, at common law, or otherwise, arising out of the
acquisition of any Shares by any person which (i) may be based
upon any wrongful act by Distributor or any of Distributor's
directors, officers, employees or representatives, or (ii) may be
based upon any untrue statement or alleged untrue statement of a
material fact contained in a registration statement, prospectus,
shareholder report or other information covering Shares filed or
made public by the Corporation, on behalf of the Fund, or any
amendment thereof or supplement thereto, or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading if such statement or omission was made in reliance
upon information furnished to the Corporation by Distributor. In
no case (i) is Distributor's indemnity in favor of the
Corporation or Fund, as appropriate, or any person indemnified to
be deemed to protect the Corporation or Fund, as appropriate, or
such indemnified person against any liability to which the
Corporation or Fund, as appropriate, or such person would
otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of his duties or by reason
of his reckless disregard of his obligations and duties under
this Agreement or (ii) is Distributor to be liable under its
indemnity agreement contained in this Paragraph with respect to
any claim made against the Corporation or Fund, as appropriate,
or any person indemnified unless the Corporation or Fund, as
appropriate, or such person, as the case may be, shall have
notified Distributor in writing of the claim within a reasonable
time after the summons or other first written notification giving
information of the nature of the claim shall have been served
upon the Corporation or Fund, as appropriate, or upon such person
(or after the Corporation or Fund or such person shall have
received notice of such service on any designated agent).
However, failure to notify Distributor of any such claim shall
not relieve Distributor from any liability which Distributor may
have to the Corporation of Fund or any person against whom such
action is brought otherwise than on account of Distributor's
indemnity agreement contained in this Paragraph.
Distributor shall be entitled to participate, at its
own expense, in the defense, or, if Distributor so elects, to
assume the defense of any suit brought to enforce any such claim,
but, if Distributor elects to assume the defense, such defense
shall be conducted by legal counsel chosen by Distributor and
satisfactory to the Corporation, on behalf of the Fund, to its
directors, officers, employees or representatives, or to any
controlling person or persons, defendant or defendants, in the
suit. In the event that Distributor elects to assume the defense
of any such suit and retain such legal counsel, the Corporation,
its directors, officers, employees, representatives or
PAGE 9
controlling person or persons, defendant or defendants in the
suit, shall bear the fees and expenses of any additional legal
counsel retained by them. If Distributor does not elect to assume
the defense of any such suit, Distributor will reimburse the
Corporation, on behalf of the Fund, such directors, officers,
employees, representatives or controlling person or persons,
defendant or defendants in such suit for the reasonable fees and
expenses of any legal counsel retained by them. Distributor
agrees to promptly notify the Corporation of the commencement of
any litigation or proceedings against it or any of its directors,
officers, employees or representatives in connection with the
issue or sale of any Shares.
The Corporation, on behalf of the Fund, agrees to
indemnify and hold harmless Distributor and each of its
directors, officers, employees, representatives and each person,
if any, who controls Distributor within the meaning of Section 15
of SA-33 against any and all losses, liabilities, damages, claims
or expenses (including the reasonable costs of investigating or
defending any alleged loss, liability, damage, claim or expense
and reasonable legal counsel fees incurred in connection
therewith) to which Distributor or such of its directors,
officers, employees, representatives or controlling person may
become subject under SA-33, under any other statute, at common
law, or otherwise, arising out of the acquisition of any Shares
by any person which (i) may be based upon any wrongful act by the
Corporation or any of the Corporation's directors, officers,
employees or representatives, or (ii) may be based upon any
untrue statement or alleged untrue statement of a material fact
contained in a registration statement, prospectus, shareholder
report or other information covering Shares filed or made public
by the Corporation, on behalf of the Fund, or any amendment
thereof or supplement thereto, or the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading if such statement or omission was made in reliance
upon information furnished to Distributor by the Corporation. In
no case (i) is the Corporation's indemnity in favor of the
Distributor, or any person indemnified to be deemed to protect
the Distributor or such indemnified person against any liability
to which the Distributor or such person would otherwise be
subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of his duties or by reason of his
reckless disregard of his obligations and duties under this
Agreement, or (ii) is the Corporation, on behalf of the Fund, to
be liable under its indemnity agreement contained in this
Paragraph with respect to any claim made against Distributor, or
person indemnified unless Distributor, or such person, as the
case may be, shall have notified the Corporation in writing of
the claim within a reasonable time after the summons or other
first written notification giving information of the nature of
the claim shall have been served upon Distributor or upon such
PAGE 10
person (or after Distributor or such person shall have received
notice of such service on any designated agent). However, failure
to notify the Corporation of any such claim shall not relieve the
Corporation from any liability which the Corporation may have to
Distributor or any person against whom such action is brought
otherwise than on account of the Fund's indemnity agreement
contained in this Paragraph.
The Corporation, on behalf of the Fund, shall be
entitled to participate, at its own expense, in the defense, or,
if the Corporation, on behalf of the Fund, so elects, to assume
the defense of any suit brought to enforce any such claim, but,
if the Corporation, on behalf of the Fund, elects to assume the
defense, such defense shall be conducted by legal counsel chosen
by the Corporation, on behalf of the Fund, and satisfactory to
Distributor, to its directors, officers, employees or
representatives, or to any controlling person or persons,
defendant or defendants, in the suit. In the event that the
Corporation, on behalf of the Fund, elects to assume the defense
of any such suit and retain such legal counsel, Distributor, its
directors, officers, employees, representatives or controlling
person or persons, defendant or defendants in the suit, shall
bear the fees and expenses of any additional legal counsel
retained by them. If the Corporation, on behalf of the Fund, does
not elect to assume the defense of any such suit, the
Corporation, on behalf of the Fund, will reimburse Distributor,
such directors, officers, employees, representatives or
controlling person or persons, defendant or defendants in such
suit for the reasonable fees and expenses of any legal counsel
retained by them. The Corporation, on behalf of the Fund, agrees
to promptly notify Distributor of the commencement of any
litigation or proceedings against it or any of its directors,
officers, employees, or representatives in connection with the
issue or sale of any Shares.
14. Duration and Termination of This Agreement. This
Agreement shall become effective upon its execution ("effective
date") and, unless terminated as provided, shall remain in effect
through April 30, 1990, and from year to year thereafter, but
only so long as such continuance is specifically approved at
least annually by the vote of a majority of the directors of the
Corporation who are not interested persons of Distributor or of
the Corporation, cast in person at a meeting called for the
purpose of voting on such approval, and by vote of the directors
of the Corporation or of a majority of the outstanding voting
securities of the Corporation. This Agreement may, on 60 days'
written notice, be terminated at any time, without the payment of
any penalty, by the vote of a majority of the directors of the
Corporation who are not interested persons of Distributor or the
Corporation, by a vote of a majority of the outstanding voting
securities of the Corporation, or by Distributor. This Agreement
will automatically terminate in the event of its assignment. In
PAGE 12
interpreting the provisions of this Paragraph 14, the definitions
contained in Section 2(a) of ICA-40 (particularly the definitions
of "interested person," "assignment," and "majority of the
outstanding securities") shall be applied.
15. Amendment of this Agreement. No provisions of this
Agreement may be changed, waived, discharged, or terminated
orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge, or
termination is sought. If the Corporation should at any time
deem it necessary or advisable in the best interests of the
Corporation that any amendment of this Agreement be made in order
to comply with the recommendations or requirements of the SEC or
other governmental authority or to obtain any advantage under
state or federal tax laws and notifies Distributor of the form of
such amendment, and the reasons therefor, and if Distributor
should decline to assent to such amendment, the Corporation may
terminate this Agreement forthwith. If Distributor should at any
time request that a change be made in the Corporation's Articles
of incorporation or By-Laws or in its methods of doing business,
in order to comply with any requirements of federal law or
regulations of the SEC, or of a national securities association
of which Distributor is or may be a member relating to the sale
of Shares, and the Corporation, on behalf of the Fund, should not
make such necessary change within a reasonable time, Distributor
may terminate this Agreement forthwith.
16. Additional Funds. In the event that the Corporation
establishes one or more series of Shares in addition to the Fund
with respect to which it desires to have Distributor render
services as distributor under the terms hereof, it shall so
notify Distributor in writing, and if Distributor agrees in
writing to provide such services, such series of Shares shall
become a Fund hereunder.
17. Miscellaneous. It is understood and express!y stipulated
that neither the shareholders of the Fund, nor the directors of
the Corporation shall be personally liable hereunder. The
captions in this Agreement are included for convenience of
reference only, and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or
effect. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
18. Notice. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by
registered or certified mail, postage prepaid, addressed by the
party giving notice to the other party at the last address
furnished by the other party to the party giving notice: if to
the Corporation, 100 East Pratt Street, Baltimore, Maryland
PAGE 13
21202, and if to the Distributor, at 100 East Pratt Street,
Baltimore, Maryland 21202.
ATTEST: INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
/s/Lenora V. Hornung By: /s/Henry H. Hopkins
Lenora V. Hornung Henry H. Hopkins
Secretary
ATTEST: T. ROWE PRICE INVESTMENT SERVICES,
INC.
/s/C.H. Waters By: /s/James S. Riepe
C.H. Waters James S. Riepe
Assistant Secretary
The Custodian Agreement dated September 28, 1987, as amended, between State
Street Bank and Trust Company and T. Rowe Price Funds should be inserted here.
PAGE 1
CUSTODIAN CONTRACT
Between
STATE STREET BANK AND TRUST COMPANY
and
EACH OF THE PARTIES INDICATED
ON APPENDIX A
DATED: SEPTEMBER 28, 1987
FRF 07/87
PAGE 2
TABLE OF CONTENTS
1. Employment of Custodian and Property to be Held By It. . . . . . . . .1
2. Duties of the Custodian with Respect to Property of the Fund
Held by the Custodian in the United States.. . . . . . . . . . . . .2
2.1 Holding Securities . . . . . . . . . . . . . . . . . . . . . .2
2.2 Delivery of Securities . . . . . . . . . . . . . . . . . . . .2
1) Sale . . . . . . . . . . . . . . . . . . . . . . . . . .2
2) Repurchase Agreement . . . . . . . . . . . . . . . . . .2
3) Securities System. . . . . . . . . . . . . . . . . . . .3
4) Tender Offer . . . . . . . . . . . . . . . . . . . . . .3
5) Redemption by Issuer . . . . . . . . . . . . . . . . . .3
6) Transfer to Issuer, Nominee, Exchange. . . . . . . . . .3
7) Sale to Broker . . . . . . . . . . . . . . . . . . . . .3
8) Exchange or Conversion . . . . . . . . . . . . . . . . .4
9) Warrants, Rights . . . . . . . . . . . . . . . . . . . .4
10) Loans of Securities. . . . . . . . . . . . . . . . . . .4
11) Borrowings . . . . . . . . . . . . . . . . . . . . . . .4
12) Options. . . . . . . . . . . . . . . . . . . . . . . . .5
13) Futures. . . . . . . . . . . . . . . . . . . . . . . . .5
14) In-Kind Distributions. . . . . . . . . . . . . . . . . .5
15) Miscellaneous. . . . . . . . . . . . . . . . . . . . . .5
16) Type of Payment. . . . . . . . . . . . . . . . . . . . .6
2.3 Registration of Securities . . . . . . . . . . . . . . . . . .6
2.4 Bank Accounts. . . . . . . . . . . . . . . . . . . . . . . . .7
2.5 Sale of Shares and Availability of Federal Funds . . . . . . .7
2.6 Collection of Income, Dividends. . . . . . . . . . . . . . . .7
2.7 Payment of Fund Monies . . . . . . . . . . . . . . . . . . . .8
1) Purchases. . . . . . . . . . . . . . . . . . . . . . . .8
2) Exchanges. . . . . . . . . . . . . . . . . . . . . . . .9
3) Redemptions. . . . . . . . . . . . . . . . . . . . . . .9
4) Expense and Liability. . . . . . . . . . . . . . . . . .9
5) Dividends. . . . . . . . . . . . . . . . . . . . . . . .9
6) Short Sale Dividend. . . . . . . . . . . . . . . . . . .10
7) Loan . . . . . . . . . . . . . . . . . . . . . . . . . .10
8) Miscellaneous. . . . . . . . . . . . . . . . . . . . . .10
2.8 Liability for Payment in Advance of Receipt of
Securities Purchased . . . . . . . . . . . . . . . . . . .10
2.9 Appointment of Agents. . . . . . . . . . . . . . . . . . . . .10
2.10 Deposit of Securities in Securities System . . . . . . . . . .10
1) Account of Custodian . . . . . . . . . . . . . . . . . .11
2) Records. . . . . . . . . . . . . . . . . . . . . . . . .11
3) Payment of Fund Monies, Delivery of
Securities . . . . . . . . . . . . . . . . . . . . . .11
4) Reports. . . . . . . . . . . . . . . . . . . . . . . . .12
5) Annual Certificate . . . . . . . . . . . . . . . . . . .12
6) Indemnification. . . . . . . . . . . . . . . . . . . . .12
2.11 Fund Assets Held in the Custodian's Direct Paper
System . . . . . . . . . . . . . . . . . . . . . . . . . . .13
2.12 Segregated Account . . . . . . . . . . . . . . . . . . . . . .14
PAGE 3
2.13 Ownership Certificates for Tax Purposes. . . . . . . . . . . .15
2.14 Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . .15
2.15 Communications Relating to Fund Portfolio
Securities . . . . . . . . . . . . . . . . . . . . . . . . .15
2.16 Reports to Fund by Independent Public Accountants. . . . . . .16
3. Duties of the Custodian with Respect to Property
of the Fund Held Outside of the United States. . . . . . . . . . . .16
3.1 Appointment of Foreign Sub-Custodians. . . . . . . . . . . . .16
3.2 Assets to be Held. . . . . . . . . . . . . . . . . . . . . . .17
3.3 Foreign Securities Depositories. . . . . . . . . . . . . . . .17
3.4 Segregation of Securities. . . . . . . . . . . . . . . . . . .17
3.5 Access of Independent Accountants of the Fund. . . . . . . . .17
3.6 Reports by Custodian . . . . . . . . . . . . . . . . . . . . .18
3.7 Transactions in Foreign Assets of the Fund . . . . . . . . . .18
3.8 Responsibility of Custodian, Sub-Custodian and
Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
3.9 Monitoring Responsibilities. . . . . . . . . . . . . . . . . .19
3.10 Branches of U.S. Banks . . . . . . . . . . . . . . . . . . . .19
4. Payments for Repurchases or Redemptions and Sales of
Shares of the Fund . . . . . . . . . . . . . . . . . . . . . . . . .19
5. Proper Instructions. . . . . . . . . . . . . . . . . . . . . . . . . .20
6. Actions Permitted Without Express Authority. . . . . . . . . . . . . .21
7. Evidence of Authority, Reliance on Documents . . . . . . . . . . . . .21
8. Duties of Custodian with Respect to the Books of Account
and Calculations of Net Asset Value and Net Income . . . . . . . . .22
9. Records, Inventory . . . . . . . . . . . . . . . . . . . . . . . . . .22
10. Opinion of Fund's Independent Accountant . . . . . . . . . . . . . . .23
11. Compensation of Custodian. . . . . . . . . . . . . . . . . . . . . . .23
12. Responsibility of Custodian. . . . . . . . . . . . . . . . . . . . . .23
13. Effective Period, Termination and Amendment. . . . . . . . . . . . . .25
14. Successor Custodian. . . . . . . . . . . . . . . . . . . . . . . . . .26
15. Interpretive and Additional Provisions . . . . . . . . . . . . . . . .28
16. Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
17. Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
18. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . .29
19. Exemption from Liens . . . . . . . . . . . . . . . . . . . . . . . . .29
20. Massachusetts Law to Apply . . . . . . . . . . . . . . . . . . . . . .29
21. Prior Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . .29
22. The Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
23. Governing Documents. . . . . . . . . . . . . . . . . . . . . . . . . .30
24. Subcustodian Agreement . . . . . . . . . . . . . . . . . . . . . . . .30
25. Directors and Trustees . . . . . . . . . . . . . . . . . . . . . . . .30
26. Massachusetts Business Trust . . . . . . . . . . . . . . . . . . . . .30
27. Successors of Parties. . . . . . . . . . . . . . . . . . . . . . . . .31
PAGE 4
CUSTODIAN CONTRACT
This Contract by and between State Street Bank and Trust
Company, a Massachusetts trust company, having its principal
place of business at 225 Franklin Street, Boston, Massachusetts,
02110 (hereinafter called the "Custodian"), 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 Contract (each such fund
individually hereinafter called the "Fund," whose definition may
be found in Section 22),
WITNESSETH: That in consideration of the mutual covenants
and agreements hereinafter contained, the parties hereto agree as
follows:
1. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the custodian of
its assets, including securities it desires to be held in places
within the United States ("domestic securities") and securities
it desires to be held outside the United States ("foreign
securities") pursuant to the Governing Documents of the Fund.
The Fund agrees to deliver to the Custodian all securities and
cash now or hereafter owned or acquired by it, and all payments
of income, payments of principal or capital distributions
received by it with respect to all securities owned by the Fund
from time to time, and the cash consideration received by it for
such new or treasury shares of capital stock ("Shares") of the
Fund as may be issued or sold from time to time. The Custodian
shall not be responsible for any property of the Fund held or
received by the Fund and not delivered to the Custodian.
With respect to domestic securities, upon receipt of "Proper
Instructions" (within the meaning of Article 5), the Custodian
shall from time to time employ one or more sub-custodians located
in the United States, but only in accordance with an applicable
vote by the Board of Directors/Trustees of the Fund, and provided
that the Custodian shall have no more or less responsibility or
liability to the Fund on account of any actions or omissions of
any sub-custodian so employed than any such sub-custodian has to
the Custodian, and further provided that the Custodian shall not
release the sub-custodian from any responsibility or liability
unless mutually agreed upon by the parties in writing. With
respect to foreign securities and other assets of the Fund held
outside the United States, the Custodian shall employ Chase
Manhattan Bank, N.A., as a sub-custodian for the Fund in
accordance with the provisions of Article 3.
2. Duties of the Custodian with Respect to Property of the Fund
Held By the Custodian in the United States
2.1 Holding Securities. The Custodian shall hold and
physically segregate for the account of the Fund all
PAGE 5
non-cash property, to be held by it in the United States,
including all domestic securities owned by the Fund, other
than (a) securities which are maintained pursuant to Section
2.10 in a clearing agency which acts as a securities
depository or in a book-entry system authorized by the U.S.
Department of the Treasury, collectively referred to herein
as "Securities System," and (b) commercial paper of an
issuer for which the Custodian acts as issuing and paying
agent ("Direct Paper") which is deposited and/or maintained
in the Direct Paper System of the Custodian pursuant to
Section 2.11.
2.2 Delivery of Securities. The Custodian shall release
and deliver domestic securities owned by the Fund held by
the Custodian or in a Securities System account of the
Custodian or in the Custodian's Direct Paper book entry
system account ("Direct Paper System Account") only upon
receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by mutual agreement of
the parties, and only in the following cases:
1) Sale. Upon sale of such securities for the
account of the Fund and receipt of payment
therefor;
2) Repurchase Agreement. Upon the receipt of payment
in connection with any repurchase agreement
related to such securities entered into by the
Fund;
3) Securities System. In the case of a sale effected
through a Securities System, in accordance with
the provisions of Section 2.10 hereof;
4) Tender Offer. To the depository agent or other
receiving agent in connection with tender or other
similar offers for portfolio securities of the
Fund;
5) Redemption by Issuer. To the issuer thereof or
its agent when such securities are called,
redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be delivered to the Custodian;
6) Transfer to Issuer, Nominee. Exchange. To the
issuer thereof, or its agent, for transfer into
the name of the Fund or into the name of any
nominee or nominees of the Custodian or into the
name or nominee name of any agent appointed
pursuant to Section 2.9 or into the name or
nominee name of any sub-custodian appointed
pursuant to Article 1; or for exchange for a
different number of bonds, certificates or other
evidence representing the same aggregate face
amount or number of units and bearing the same
interest rate, maturity date and call provisions,
PAGE 6
if any; provided that, in any such case, the new
securities are to be delivered to the Custodian;
7) Sale to Broker or Dealer. Upon the sale of such
securities for the account of the Fund, to the
broker or its clearing agent or dealer, against a
receipt, for examination in accordance with
"street delivery" custom; provided that in any
such case, the Custodian shall have no
responsibility or liability for any loss arising
from the delivery of such securities prior to
receiving payment for such securities except as
may arise from the Custodian's failure to act in
accordance with its duties as set forth in
Section 12.
8) Exchange or Conversion. For exchange or
conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization,
split-up of shares, change of par value or
readjustment of the securities of the issuer of
such securities, or pursuant to provisions for
conversion contained in such securities, or
pursuant to any deposit agreement provided that,
in any such case, the new securities and cash, if
any, are to be delivered to the Custodian;
9) Warrants, Rights. In the case of warrants, rights
or similar securities, the surrender thereof in
the exercise of such warrants, rights or similar
securities or the surrender of interim receipts or
temporary securities for definitive securities;
provided that, in any such case, the new
securities and cash, if any, are to be delivered
to the Custodian;
10) Loans of Securities. For delivery in connection
with any loans of securities made by the Fund, but
only against receipt of adequate collateral as
agreed upon from time to time by the Custodian and
the Fund, which may be in the form of cash,
obligations issued by the United States
government, its agencies or instrumentalities, or
such other property as mutually agreed by the
parties, except that in connection with any loans
for which collateral is to be credited to the
Custodian's account in the book-entry system
authorized by the U.S. Department of the Treasury,
the Custodian will not be held liable or
responsible for the delivery of securities owned
by the Fund prior to the receipt of such
collateral, unless the Custodian fails to act in
accordance with its duties set forth in
Article 12;
PAGE 7
11) Borrowings. For delivery as security in
connection with any borrowings by the Fund
requiring a pledge of assets by the Fund, but only
against receipt of amounts borrowed, except where
additional collateral is required to secure a
borrowing already made, subject to Proper
Instructions, further securities may be released
for that purpose;
12) Options. For delivery in accordance with the
provisions of any agreement among the Fund, the
Custodian and a broker-dealer registered under the
Securities Exchange Act of 1934 (the "Exchange
Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to
compliance with the rules of The Options Clearing
Corporation, any registered national securities
exchange, any similar organization or
organizations, or the Investment Company Act of
1940, regarding escrow or other arrangements in
connection with transactions by the Fund;
13) Futures. For delivery in accordance with the
provisions of any agreement among the Fund, the
Custodian, and a Futures Commission Merchant
registered under the Commodity Exchange Act,
relating to compliance with the rules of the
Commodity Futures Trading Commission and/or any
Contract Market, any similar organization or
organizations, or the Investment Company Act of
1940, regarding account deposits in connection
with transactions by the Fund;
14) In-Kind Distributions. Upon receipt of
instructions from the transfer agent ("Transfer
Agent") for the Fund, for delivery to such
Transfer Agent or to the holders of shares in
connection with distributions in kind, as may be
described from time to time in the Fund's
currently effective prospectus and statement of
additional information ("prospectus"), in
satisfaction of requests by holders of Shares for
repurchase or redemption;
15) Miscellaneous. For any other proper corporate
purpose, but only upon receipt of, in addition to
Proper Instructions, a certified copy of a
resolution of the Board of Directors/Trustees or
of the Executive Committee signed by an officer of
the Fund and certified by the Secretary or an
Assistant Secretary, specifying the securities to
be delivered, setting forth the purpose for which
such delivery is to be made, declaring such
PAGE 8
purpose to be a proper corporate purpose, and
naming the person or persons to whom delivery of
such securities shall be made; and
16) Type of Payment. In any or all of the above
cases, payments to the Fund shall be made in cash,
by a certified check upon or a treasurer's or
cashier's check of a bank, by effective bank wire
transfer through the Federal Reserve Wire System
or, if appropriate, outside of the Federal Reserve
Wire System and subsequent credit to the Fund's
Custodian account, or, in case of delivery through
a stock clearing company, by book-entry credit by
the stock clearing company in accordance with the
then current street custom, or such other form of
payment as may be mutually agreed by the parties,
in all such cases collected funds to be promptly
credited to the Fund.
2.3 Registration of Securities. Domestic securities held
by the Custodian (other than bearer securities) shall be
registered in the name of the Fund or in the name of any
nominee of the Fund or of any nominee of the Custodian which
nominee shall be assigned exclusively to the Fund, unless
the Fund has authorized in writing the appointment of a
nominee to be used in common with other registered
investment companies having the same investment adviser as
the Fund, or in the name or nominee name of any agent
appointed pursuant to Section 2.9 or in the name or nominee
name of any sub-custodian appointed pursuant to Article 1.
All securities accepted by the Custodian on behalf of the
Fund under the terms of this Contract shall be in "street
name" or other good delivery form.
2.4 Bank Accounts. The Custodian shall open and maintain a
separate bank account or accounts in the United States in
the name of the Fund, subject only to draft or order by the
Custodian acting pursuant to the terms of this Contract, and
shall hold in such account or accounts, subject to the
provisions hereof all cash received by it from or for the
account of the Fund, other than cash maintained by the Fund
in a bank account established and used in accordance with
Rule 17f-3 under the Investment Company Act of 1940. Funds
held by the Custodian for the Fund may be deposited for the
Fund's credit in the Banking Department of the Custodian or
in such other banks or trust companies as the Custodian may
in its discretion deem necessary or desirable; provided,
however, that every such bank or trust company shall be
qualified to act as a custodian under the Investment Company
Act of 1940 and that each such bank or trust company and the
funds to be deposited with each such bank or trust company
shall be approved by vote of a majority of the Board of
Directors/Trustees of the Fund. Such funds shall be
PAGE 9
deposited by the Custodian in its capacity as Custodian and
shall be withdrawable by the Custodian only in that
capacity.
2.5 Sale of Shares and Availability of Federal Funds. Upon
mutual agreement between the Fund and the Custodian, the
Custodian shall, upon the receipt of Proper Instructions,
make federal funds available to the Fund as of specified
times agreed upon from time to time by the Fund and the
Custodian in the amount of checks received in payment for
Shares of the Fund which are deposited into the Fund's
account.
2.6 Collection of Income, Dividends. The Custodian shall
collect on a timely basis all income and other payments with
respect to United States registered securities held
hereunder to which the Fund shall be entitled either by law
or pursuant to custom in the securities business, and shall
collect on a timely basis all income and other payments with
respect to United States bearer securities if, on the date
of payment by the issuer, such securities are held by the
Custodian or its agent thereof and shall credit such income
or other payments, as collected, to the Fund's custodian
account. Without limiting the generality of the foregoing,
the Custodian shall detach and present for payment all
coupons and other income items requiring presentation as and
when they become due and shall collect interest when due on
securities held hereunder. The Custodian will also receive
and collect all stock dividends, rights and other items of
like nature as and when they become due or payable. Income
due the Fund on United States securities loaned pursuant to
the provisions of Section 2.2 (10) shall be the
responsibility of the Fund. The Custodian will have no duty
or responsibility in connection therewith, other than to
provide the Fund with such information or data as may be
necessary to assist the Fund in arranging for the timely
delivery to the Custodian of the income to which the Fund is
properly entitled.
2.7 Payment of Fund Monies. Upon receipt of Proper
Instructions,
which may be continuing instructions when deemed appropriate
by mutual agreement of the parties, the Custodian shall pay
out monies of the Fund in the following cases only:
1) Purchases. Upon the purchase of domestic
securities, options, futures contracts or options
on futures contracts for the account of the Fund
but only (a) against the delivery of such
securities, or evidence of title to such options,
futures contracts or options on futures contracts,
to the Custodian (or any bank, banking firm or
trust company doing business in the United States
or abroad which is qualified under the Investment
PAGE 10
Company Act of 1940, as amended, to act as a
custodian and has been designated by the Custodian
as its agent for this purpose in accordance with
Section 2.9 hereof) registered in the name of the
Fund or in the name of a nominee of the Fund or of
the Custodian referred to in Section 2.3 hereof or
in other proper form for transfer; (b) in the case
of a purchase effected through a Securities
System, in accordance with the conditions set
forth in Section 2.10 hereof or (c) in the case of
a purchase involving the Direct Paper System, in
accordance with the conditions set forth in
Section 2.11; or (d) in the case of repurchase
agreements entered into between the Fund and the
Custodian, or another bank, or a broker-dealer
which is a member of NASD, (i) against delivery of
the securities either in certificate form or
through an entry crediting the Custodian's account
at the Federal Reserve Bank with such securities
or (ii) against delivery of the receipt evidencing
purchase by the Fund of securities owned by the
Custodian along with written evidence of the
agreement by the Custodian to repurchase such
securities from the Fund. All coupon bonds
accepted by the Custodian shall have the coupons
attached or shall be accompanied by a check
payable on coupon payable date for the interest
due on such date.
2) Exchanges. In connection with conversion,
exchange or surrender of securities owned by the
Fund as set forth in Section 2.2 hereof;
3) Redemptions. For the redemption or repurchase of
Shares issued by the Fund as set forth in Article
4 hereof;
4) Expense and Liability. For the payment of any
expense or liability incurred by the Fund,
including but not limited to the following
payments for the account of the Fund: interest,
taxes, management, accounting, transfer agent and
legal fees, and operating expenses of the Fund
whether or not such expenses are to be in whole or
part capitalized or treated as deferred expenses;
5) Dividends. For the payment of any dividends or
other distributions to shareholders declared
pursuant to the Governing Documents of the Fund;
6) Short Sale Dividend. For payment of the amount of
dividends received in respect of securities sold
short;
7) Loan. For repayment of a loan upon redelivery of
pledged securities and upon surrender of the
PAGE 11
note(s), if any, evidencing the loan;
8) Miscellaneous. For any other proper purpose, but
only upon receipt of, in addition to Proper
Instructions, a certified copy of a resolution of
the Board of Directors/Trustees or of the
Executive Committee of the Fund signed by an
officer of the Fund and certified by its Secretary
or an Assistant Secretary, specifying the amount
of such payment, setting forth the purpose for
which such payment is to be made, declaring such
purpose to be a proper purpose, and naming the
person or persons to whom such payment is to be
made.
2.8 Liability for Payment in Advance of Receipt of
Securities Purchased. In any and every case where payment
for purchase of domestic securities for the account of the
Fund is made by the Custodian in advance of receipt of the
securities purchased in the absence of specific written
instructions from the Fund to so pay in advance, the
Custodian shall be absolutely liable to the Fund for such
securities to the same extent as if the securities had been
received by the Custodian.
2.9 Appointment of Agents. The Custodian may at any time
or times in its discretion appoint (and may at any time
remove) any other bank or trust company, which is itself
qualified under the Investment Company Act of 1940, as
amended, to act as a custodian, as its agent to carry out
such of the provisions of this Article 2 as the Custodian
may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian of
its responsibilities or liabilities hereunder.
2.10 Deposit of Securities in Securities Systems. The
Custodian may deposit and/or maintain domestic securities
owned by the Fund in a clearing agency registered with the
Securities and Exchange Commission under Section 17A of the
Securities Exchange Act of 1934, which acts as a securities
depository, or in the book-entry system authorized by the
U.S. Department of the Treasury and certain federal
agencies, collectively referred to herein as "Securities
System" in accordance with applicable Federal Reserve Board
and Securities and Exchange Commission rules and
regulations, if any, and subject to the following
provisions:
1) Account of Custodian. The Custodian may keep
domestic securities of the Fund in a Securities
System provided that such securities are
represented in an account ("Account") of the
Custodian in the Securities System which shall not
include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise
PAGE 12
for customers;
2) Records. The records of the Custodian, with
respect to domestic securities of the Fund which
are maintained in a Securities System, shall
identify by book-entry those securities belonging
to the Fund;
3) Payment of Fund Monies, Delivery of Securities.
Subject to Section 2.7, the Custodian shall pay
for domestic securities purchased for the account
of the Fund upon (i) receipt of advice from the
Securities System that such securities have been
transferred to the Account, and (ii) the making of
an entry on the records of the Custodian to
reflect such payment and transfer for the account
of the Fund. Subject to Section 2.2, the
Custodian shall transfer domestic securities sold
for the account of the Fund upon (i) receipt of
advice from the Securities System that payment for
such securities has been transferred to the
Account, and (ii) the making of an entry on the
records of the Custodian to reflect such transfer
and payment for the account of the Fund. Copies
of all advices from the Securities System of
transfers of domestic securities for the account
of the Fund shall identify the Fund, be maintained
for the Fund by the Custodian and be provided to
the Fund at its request. The Custodian shall
furnish the Fund confirmation of each transfer to
or from the account of the Fund in the form of a
written advice or notice and shall furnish to the
Fund copies of daily transaction sheets reflecting
each day's transactions in the Securities System
for the account of the Fund;
4) Reports. The Custodian shall provide the Fund
with any report obtained by the Custodian on the
Securities System's accounting system, internal
accounting control and procedures for safeguarding
domestic securities deposited in the Securities
System, and further agrees to provide the Fund
with copies of any documentation it has relating
to its arrangements with the Securities Systems as
set forth in this Agreement or as otherwise
required by the Securities and Exchange
Commission;
5) Annual Certificate. The Custodian shall have
received the initial or annual certificate, as the
case may be, required by Article 13 hereof;
6) Indemnification. Anything to the contrary in this
Contract notwithstanding, the Custodian shall be
liable to the Fund for any loss or expense,
PAGE 13
including reasonable attorneys fees, or damage to
the Fund resulting from use of the Securities
System by reason of any failure by the Custodian
or any of its agents or of any of its or their
employees or agents or from failure of the
Custodian or any such agent to enforce effectively
such rights as it may have against the Securities
System; at the election of the Fund, it shall be
entitled to be subrogated to the rights of the
Custodian with respect to any claim against the
Securities System or any other person which the
Custodian may have as a consequence of any such
loss, expense or damage if and to the extent that
the Fund has not been made whole for any such
loss, expense or damage.
2.11 Fund Assets Held in the Custodian's Direct Paper
System. The Custodian may deposit and/or maintain
securities owned by the Fund in the Direct Paper System of
the Custodian subject to the following provisions:
1) No transaction relating to securities in the
Direct Paper System will be effected in the
absence of Proper Instructions;
2) The Custodian may keep securities of the Fund in
the Direct Paper System only if such securities
are represented in an account ("Account") of the
Custodian in the Direct Paper System which shall
not include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise
for customers;
3) The records of the Custodian with respect to
securities of the Fund which are maintained in the
Direct Paper System shall identify by book-entry
those securities belonging to the Fund;
4) The Custodian shall pay for securities purchased
for the account of the Fund upon the making of an
entry on the records of the Custodian to reflect
such payment and transfer of securities to the
account of the Fund. The Custodian shall transfer
securities sold for the account of the Fund upon
the making of an entry on the records of the
Custodian to reflect such transfer and receipt of
payment for the account of the Fund;
5) The Custodian shall furnish the Fund confirmation
of each transfer to or from the account of the
Fund, in the form of a written advice or notice,
of Direct Paper on the next business day following
such transfer and shall furnish to the Fund copies
of daily transaction sheets reflecting each day's
transaction in the Securities System for the
account of the Fund;
PAGE 14
6) The Custodian shall provide the Fund with any
report on its system of internal accounting
control as the Fund may reasonably request from
time to time;
2.12 Segregated Account. The Custodian shall, upon receipt
of Proper Instructions, which may be of a continuing nature
where deemed appropriate by mutual agreement of the parties,
establish and maintain a segregated account or accounts for
and on behalf of the Fund, into which account or accounts
may be transferred cash and/or securities, including
securities maintained in an account by the Custodian
pursuant to Section 2.10 hereof, (i) in accordance with the
provisions of any agreement among the Fund, the Custodian
and a broker-dealer registered under the Exchange Act and a
member of the NASD (or any futures commission merchant
registered under the Commodity Exchange Act), relating to
compliance with the rules of The Options Clearing
Corporation and of any registered national securities
exchange (or the Commodity Futures Trading Commission or any
registered contract market), or of any similar organization
or organizations, regarding escrow or other arrangements in
connection with transactions by the Fund, (ii) for purposes
of segregating cash or government securities in connection
with options purchased, sold or written by the Fund or
commodity futures contracts or options thereon purchased or
sold by the Fund, (iii) for the purposes of compliance by
the Fund with the procedures required by Investment Company
Act Release No. 10666, or any subsequent release, rule or
policy, of the Securities and Exchange Commission relating
to the maintenance of segregated accounts by registered
investment companies and (iv) for other proper corporate
purposes, but only, in the case of clause (iv), upon receipt
of, in addition to Proper Instructions, a certified copy of
a resolution of the Board of Directors/Trustees or of the
Executive Committee signed by an officer of the Fund and
certified by the Secretary or an Assistant Secretary,
setting forth the purpose or purposes of such segregated
account and declaring such purposes to be proper corporate
purposes.
2.13 Ownership Certificates for Tax Purposes. The Custodian
shall execute ownership and other certificates and
affidavits for all federal and state tax purposes in
connection with receipt of income or other payments with
respect to domestic securities of the Fund held by it and in
connection with transfers of such securities.
2.14 Proxies. If the securities are registered other than
in the name of the Fund or a nominee of the Fund, the
Custodian shall, with respect to the domestic securities
held hereunder, cause to be promptly executed by the
PAGE 15
registered holder of such securities, all proxies, without
indication of the manner in which such proxies are to be
voted, and shall promptly deliver to the Fund such proxies,
all proxy soliciting materials and all notices relating to
such securities.
2.15 Communications Relating to Fund Portfolio Securities.
The Custodian shall transmit promptly to the Fund all
written information (including, without limitation, pendency
of calls and maturities of domestic securities and
expirations of rights in connection therewith and notices of
exercise of call and put options written by the Fund and the
maturity of futures contracts purchased or sold by the Fund)
received by the Custodian from issuers of the domestic
securities being held for the Fund by the Custodian, an
agent appointed under Section 2.9, or sub-custodian
appointed under Section 1. With respect to tender or
exchange offers, the Custodian shall transmit promptly to
the Fund all written information received by the Custodian,
an agent appointed under Section 2.9, or sub-custodian
appointed under Section 1 from issuers of the domestic
securities whose tender or exchange is sought and from the
party (or his agents) making the tender or exchange offer.
If the Fund desires to take action with respect to any
tender offer, exchange offer or any other similar
transaction, the Fund shall notify the Custodian of such
desired action at least 72 hours (excluding holidays and
weekends) prior to the time such action must be taken under
the terms of the tender, exchange offer, or other similar
transaction, and it will be the responsibility of the
Custodian to timely transmit to the appropriate person(s)
the Fund's notice. Where the Fund does not notify the
Custodian of its desired action within the aforesaid 72 hour
period, the Custodian shall use its best efforts to timely
transmit the Fund's notice to the appropriate person.
2.16 Reports to Fund by Independent Public Accountants. The
Custodian shall provide the Fund, at such times as the Fund
may reasonably require, with reports by independent public
accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures
contracts and options on futures contracts, including
domestic securities deposited and/or maintained in a
Securities System, relating to the services provided by the
Custodian under this Contract; such reports shall be of
sufficient scope and in sufficient detail, as may reasonably
be required by the Fund to provide reasonable assurance that
any material inadequacies existing or arising since the
prior examination would be disclosed by such examination.
The reports must describe any material inadequacies
disclosed and, if there are no such inadequacies, the
reports shall so state.
PAGE 16
3. Duties of the Custodian with Respect to Property of the Fund
Held Outside of the United States
3.1 Appointment of Foreign Sub-Custodians. The Custodian
is authorized and instructed to employ Chase Manhattan Bank,
N.A, ("Chase") as sub-custodian for the Fund's securities,
cash and other assets maintained outside of the United
States ("foreign assets") all as described in the
Subcustodian Agreement between the Custodian and Chase.
Upon receipt of "Proper Instructions", together with a
certified resolution of the Fund's Board of
Directors/Trustees, the Custodian and the Fund may agree to
designate additional proper institutions and foreign
securities depositories to act as sub-custodians of the
Fund's foreign assets. Upon receipt of Proper Instructions
from the Fund, the Custodian shall cease the employment of
any one or more of such sub-custodians for maintaining
custody of the Fund's foreign assets.
3.2 Assets to be Held. The Custodian shall limit the
foreign assets maintained in the custody of foreign sub-
custodians to foreign assets specified under the terms of
the Subcustodian Agreement between the Custodian and Chase.
3.3 Foreign Securities Depositories. Except as may
otherwise be agreed upon in writing by the Custodian and the
Fund, foreign assets of the Fund shall be maintained in
foreign securities depositories only through arrangements
implemented by the banking institutions serving as sub-
custodians pursuant to the terms hereof.
3.4 Segregation of Securities. The Custodian shall
identify on its books as belonging to the Fund, the foreign
assets of the Fund held by Chase and by each foreign sub-
custodian.
3.5 Access of Independent Accountants of the Fund. Upon
request of the Fund, the Custodian will use its best efforts
(subject to applicable law) to arrange for the independent
accountants, officers or other representatives of the Fund
or the Custodian to be afforded access to the books and
records of Chase and any banking or other institution
employed as a sub-custodian for the Fund by Chase or the
Custodian insofar as such books and records relate to the
performance of Chase or such banking or other institution
under any agreement with the Custodian or Chase. Upon
request of the Fund, the Custodian shall furnish to the Fund
such reports (or portions thereof) of Chase's external
auditors as are available to the Custodian and which relate
directly to Chase's system of internal accounting controls
applicable to Chase's duties as a subcustodian or which
relate to the internal accounting controls of any
subcustodian employed by Chase with respect to foreign
assets of the Fund.
PAGE 17
3.6 Reports by Custodian. The Custodian will supply to the
Fund from time to time, as mutually agreed upon, statements
in respect of the foreign assets of the Fund held pursuant
to the terms of the Subcustodian Agreement between the
Custodian and Chase, including but not limited, to an
identification of entities having possession of the Fund's
foreign assets and advices or notifications of any transfers
of foreign assets to or from each custodial account
maintained by any sub-custodian on behalf of the Fund
indicating, as to foreign assets acquired for the Fund, the
identity of the entity having physical possession of such
foreign assets.
3.7 Transactions in Foreign Assets of the Fund. All
transactions with respect to the Fund's foreign assets shall
be in accordance with, and subject to, the provisions of the
Subcustodian Agreement between Chase and the Custodian.
3.8 Responsibility of Custodian, Sub-Custodian, and Fund.
Notwithstanding anything to the contrary in this Custodian
Contract, the Custodian shall not be liable to the Fund for
any loss, damage, cost, expense, liability or claim arising
out of or in connection with the maintenance of custody of
the Fund's foreign assets by Chase or by any other banking
institution or securities depository employed pursuant to
the terms of any Subcustodian Agreement between Chase and
the Custodian, except that the Custodian shall be liable for
any such loss, damage, cost, expense, liability or claim to
the extent provided in the Subcustodian Agreement between
Chase and the Custodian or attributable to the failure of
the Custodian to exercise the standard of care set forth in
Article 12 hereof in the performance of its duties under
this Contract or such Subcustodian Agreement. At the
election of the Fund, the Fund shall be entitled to be
subrogated to the rights of the Custodian under the
Subcustodian Agreement with respect to any claims arising
thereunder against Chase or any other banking institution or
securities depository employed by Chase if and to the extent
that the Fund has not been made whole therefor. As between
the Fund and the Custodian, the Fund shall be solely
responsible to assure that the maintenance of foreign
securities and cash pursuant to the terms of the
Subcustodian Agreement complies with all applicable rules,
regulations, interpretations and orders of the Securities
and Exchange Commission, and the Custodian assumes no
responsibility and makes no representations as to such
compliance.
3.9 Monitoring Responsibilities. With respect to the
Fund's foreign assets, the Custodian shall furnish annually
to the Fund, during the month of June, information
concerning the sub-custodians employed by the Custodian.
PAGE 18
Such information shall be similar in kind and scope to that
furnished to the Fund in connection with the initial
approval of this Contract. In addition, the Custodian will
promptly inform the Fund in the event that the Custodian
learns of a material adverse change in the financial
condition of a sub-custodian.
3.10 Branches of U.S. Banks. Except as otherwise set forth
in this Contract, the provisions of this Article 3 shall not
apply where the custody of the Fund's assets is maintained
in a foreign branch of a banking institution which is a
"bank" as defined by Section 2(a)(5) of the Investment
Company Act of 1940 which meets the qualification set forth
in Section 26(a) of said Act. The appointment of any such
branch as a sub-custodian shall be governed by Section 1 of
this Contract.
4. Payments for Repurchases or Redemptions and Sales of Shares
of the Fund
From such funds as may be available for the purpose but
subject to the limitations of the Governing Documents of the Fund
and any applicable votes of the Board of Directors/Trustees of
the Fund pursuant thereto, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds available for
payment to holders of Shares who have delivered to the Transfer
Agent a request for redemption or repurchase of their Shares. In
connection with the redemption or repurchase of Shares of the
Fund, the Custodian is authorized upon receipt of instructions
from the Transfer Agent to wire funds to or through a commercial
bank designated by the redeeming shareholder. In connection with
the redemption or repurchase of Shares of the Fund, the Custodian
shall honor checks drawn on the Custodian by a holder of Shares,
which checks have been furnished by the Fund to the holder of
Shares, when presented to the Custodian in accordance with such
procedures and controls as are mutually agreed upon from time to
time between the Fund and the Custodian.
The Custodian shall receive from the distributor for the
Fund's Shares or from the Transfer Agent of the Fund and deposit
as received into the Fund's account such payments as are received
for Shares of the Fund issued or sold from time to time by the
Fund. The Custodian will provide timely notification to the Fund
and the Transfer Agent of any receipt by it of payments for
Shares of the Fund.
5. Proper Instructions
Proper Instructions as used herein means a writing signed or
initialled by one or more person or persons as the Board of
Directors/Trustees shall have from time to time authorized. Each
such writing shall set forth the specific transaction or type of
transaction involved, including a specific statement of the
purpose for which such action is requested, or shall be a blanket
instruction authorizing specific transactions of a repeated or
PAGE 19
routine nature. Oral instructions will be considered Proper
Instructions if the Custodian reasonably believes them to have
been given by a person authorized to give such instructions with
respect to the transaction involved. The Fund shall cause all
oral instructions to be confirmed in writing. Upon receipt of a
certificate of the Secretary or an Assistant Secretary as to the
authorization by the Board of Directors/Trustees of the Fund
accompanied by a detailed description of procedures approved by
the Board of Directors/Trustees, Proper Instructions may include
communications effected directly between electro-mechanical or
electronic devices provided that the Board of Directors/Trustees
and the Custodian are satisfied that such procedures afford
adequate safeguards for the Fund's assets.
6. Actions Permitted without Express Authority
The Custodian may in its discretion, without express
authority from the Fund:
1) make payments to itself or others for minor
expenses of handling securities or other similar
items relating to its duties under this Contract,
provided that all such payments shall be accounted
for to the Fund;
2) surrender securities in temporary form for
securities in definitive form;
3) endorse for collection, in the name of the Fund,
checks, drafts and other negotiable instruments on
the same day as received; and
4) in general, attend to all non-discretionary
details in connection with the sale, exchange,
substitution, purchase, transfer and other
dealings with the securities and property of the
Fund except as otherwise directed by the Board of
Directors/Trustees of the Fund.
7. Evidence of Authority, Reliance on Documents
The Custodian shall be protected in acting upon any
instructions, notice, request, consent, certificate or other
instrument or paper reasonably and in good faith believed by it
to be genuine and to have been properly executed by or on behalf
of the Fund in accordance with Article 5 hereof. The Custodian
may receive and accept a certified copy of a vote of the Board of
Directors/Trustees of the Fund as conclusive evidence (a) of the
authority of any person to act in accordance with such vote or
(b) of any determination or of any action by the Board of
Directors/Trustees pursuant to the Governing Documents of the
Fund as described in such vote, and such vote may be considered
as in full force and effect until receipt by the Custodian of
written notice to the contrary. So long as and to the extent
that it is in the exercise of the standard of care set forth in
Article 12 hereof, the Custodian shall not be responsible for the
title, validity or genuineness of any property or evidence of
title thereto received by it or delivered by it pursuant to this
PAGE 20
Contract and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party
or parties.
8. Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income
The Custodian shall cooperate with and supply necessary
information to the person or persons appointed by the Board of
Directors/Trustees of the Fund to keep the books of account of
the Fund and/or compute the net asset value per share of the
outstanding shares of the Fund or, if directed in writing to do
so by the Fund, shall itself keep such books of account and/or
compute such net asset value per share. If so directed, the
Custodian shall also calculate daily the net income of the Fund
as described in the Fund's currently effective prospectus and
shall advise the Fund and the Transfer Agent daily of the total
amounts of such net income and, if instructed in writing by an
officer of the Fund to do so, shall advise the Transfer Agent
periodically of the division of such net income among its various
components. The calculations of the net asset value per share
and the daily income of the Fund shall be made at the time or
times and in the manner described from time to time in the Fund's
currently effective prospectus.
9. Records, Inventory
The Custodian shall create and maintain all records relating
to its activities and obligations under this Contract in such
manner as will meet the obligations of the Fund under the
Investment Company Act of 1940, with particular attention to
Section 31 thereof and Rules 31a-1 and 31a-2 thereunder,
applicable federal and state tax laws and any other law or
administrative rules or procedures which may be applicable to the
Fund. All such records shall be the property of the Fund and
shall at all times during the regular business hours of the
Custodian be open for inspection and audit by duly authorized
officers, employees or agents of the Fund and employees and
agents of the Securities and Exchange Commission, and, in the
event of termination of this Agreement, will be delivered in
accordance with Section 14 hereof. The Custodian shall, at the
Fund's request, supply the Fund with a tabulation of securities
owned by the Fund and held by the Custodian and shall, when
requested to do so by the Fund and for such compensation as shall
be agreed upon between the Fund and the Custodian, include
certificate numbers in such tabulations. The Custodian shall
conduct a periodic inventory of all securities and other property
subject to this Agreement and provide to the Fund a periodic
reconciliation of the vaulted position of the Fund to the
appraised position of the Fund. The Custodian will promptly
report to the Fund the results of the reconciliation, indicating
any shortages or discrepancies uncovered thereby, and take
appropriate action to remedy any such shortages or discrepancies.
PAGE 21
10. Opinion of Fund's Independent Accountant
The Custodian shall cooperate with the Fund's independent
public accountants in connection with the annual and other audits
of the books and records of the Fund and take all reasonable
action, as the Fund may from time to time request, to provide
from year to year the necessary information to such accountants
for the expression of their opinion without any qualification as
to the scope of their examination, including but not limited to,
any opinion in connection with the preparation of the Fund's Form
N-lA, and Form N-SAR or other annual reports to the Securities
and Exchange Commission and with respect to any other
requirements of such Commission.
11. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation
for its services and expenses as Custodian, as agreed upon from
time to time between the Fund and the Custodian.
12. Responsibility of Custodian
Notwithstanding anything to the contrary in this Agreement,
the Custodian shall be held to the exercise of reasonable care in
carrying out the provisions of this Contract, but shall be kept
indemnified by and shall be without liability to the Fund for any
action taken or omitted by it in good faith without negligence.
In order for the indemnification provision contained in this
Section to apply, it is understood that if in any case the Fund
may be asked to indemnify or save the Custodian harmless, the
Fund shall be fully and promptly advised of all pertinent facts
concerning the situation in question, and it is further
understood that the Custodian will use all reasonable care to
identify and notify the Fund promptly concerning any situation
which presents or appears likely to present the probability of
such a claim for indemnification against the Fund. The Fund,
shall have the option to defend the Custodian against any claim
which may be the subject of this indemnification, and in the
event that the Fund so elects, it will so notify the Custodian,
and thereupon the Fund shall take over complete defense of the
claim and the Custodian shall in such situation initiate no
further legal or other expenses for which it shall seek
indemnification under this Section. The Custodian shall in no
case confess any claim or make any compromise in any case in
which the Fund will be asked to indemnify the Custodian except
with the Fund's prior written consent. Nothing herein shall be
construed to limit any right or cause of action on the part of
the Custodian under this Contract which is independent of any
right or cause of action on the part of the Fund. The Custodian
shall be entitled to rely on and may act upon advice of counsel
(who may be counsel for the Fund or such other counsel as may be
agreed to by the parties) on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to
such advice. Notwithstanding the foregoing, the responsibility
PAGE 22
of the Custodian with respect to redemptions effected by check
shall be in accordance with a separate Agreement entered into
between the Custodian and the Fund.
If the Fund requires the Custodian to take any action with
respect to securities, which action involves the payment of money
or which action may, in the opinion of the Custodian, result in
the Custodian or its nominee assigned to the Fund being liable
for the payment of money or incurring liability of some other
form, the Fund, as a prerequisite to requiring the Custodian to
take such action, shall provide indemnity to the Custodian in an
amount and form satisfactory to it.
If the Fund requires the Custodian to advance cash or
securities for any purpose or in the event that the Custodian or
its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with
the performance of this Contract, except such as may arise from
its or its nominee's own negligent action, negligent failure to
act or willful misconduct, any property at any time held for the
account of the Fund shall be security therefor and should the
Fund fail to repay the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of the Fund's
assets to the extent necessary to obtain reimbursement, provided
that the Custodian gives the Fund reasonable notice to repay such
cash or securities advanced, however, such notice shall not
preclude the Custodian's right to assert any lien under this
provision.
13. Effective Period, Termination and Amendment
This Contract shall become effective as of its execution,
shall continue in full force and effect until terminated as
hereinafter provided, may be amended at any time by mutual
agreement of the parties hereto and may be terminated by either
party by an instrument in writing delivered or mailed, postage
prepaid to the other party, such termination to take effect not
sooner than sixty (60) days after the date of such delivery or
mailing in the case of a termination by the Fund, and not sooner
than 180 days after the date of such delivery or mailing in the
case of a termination by the Custodian; provided, however that
the Custodian shall not act under Section 2.10 hereof in the
absence of receipt of an initial certificate of the Secretary or
an Assistant Secretary that the Board of Directors/Trustees of
the Fund has approved the initial use of a particular Securities
System and the receipt of an annual certificate of the Secretary
or an Assistant Secretary that the Board of Directors/Trustees
has reviewed the use by the Fund of such Securities System, as
required in each case by Rule 17f-4 under the Investment Company
Act of 1940, as amended and that the Custodian shall not act
under Section 2.11 hereof in the absence of receipt of an initial
certificate of the Secretary or an Assistant Secretary that the
Board of Directors/Trustees has approved the initial use of the
Direct Paper System and the receipt of an annual certificate of
PAGE 23
the Secretary or an Assistant Secretary that the Board of
Directors/Trustees has reviewed the use by the Fund of the Direct
Paper System; provided further, however, that the Fund shall not
amend or terminate this Contract in contravention of any
applicable federal or state regulations, or any provision of the
Governing Documents of the Fund, and further provided, that the
Fund may at any time by action of its Board of Directors/Trustees
(i) substitute another bank or trust company for the Custodian by
giving notice as described above to the Custodian, or (ii)
immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the Custodian by the
Comptroller of the Currency or upon the happening of a like event
at the direction of an appropriate regulatory agency or court of
competent jurisdiction.
Upon termination of the Contract, the Fund shall pay to the
Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements, provided that the Custodian
shall not incur any costs, expenses or disbursements specifically
in connection with such termination unless it has received prior
approval from the Fund, which approval shall not be unreasonably
withheld.
14. Successor Custodian
If a successor custodian shall be appointed by the Board of
Directors/Trustees of the Fund, the Custodian shall, upon
termination, deliver to such successor custodian at the office of
the Custodian, duly endorsed and in the form for transfer, all
securities, funds and other properties then held by it hereunder
and shall transfer to an account of the successor custodian all
of the Fund's securities held in a Securities System. The
Custodian shall also use its best efforts to assure that the
successor custodian will continue any subcustodian agreement
entered into by the Custodian and any subcustodian on behalf of
the Fund.
If no such successor custodian shall be appointed, the
Custodian shall, in like manner, upon receipt of a certified copy
of a vote of the Board of Directors/Trustees of the Fund, deliver
at the office of the Custodian and transfer such securities,
funds and other properties in accordance with such vote.
In the event that no written order designating a successor
custodian or certified copy of a vote of the Board of
Directors/Trustees shall have been delivered to the Custodian on
or before the date when such termination shall become effective,
then the Custodian shall have the right to deliver to a bank
or trust company, which is a "bank" as defined in the Investment
Company Act of 1940, doing business in Boston, Massachusetts, of
its own selection, having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of not
PAGE 24
less than $25,000,000, all securities, funds and other properties
held by the Custodian and all instruments held by the Custodian
relative thereto and all other property held by it under this
Contract and to transfer to an account of such successor
custodian all of the Fund's securities held in any Securities
System. Thereafter, such bank or trust company shall be the
successor of the Custodian under this Contract.
In the event that securities, funds and other properties
remain in the possession of the Custodian after the date of
termination hereof owing to failure of the Fund to procure the
certified copy of the vote referred to or of the Board of
Directors/Trustees to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its services
during such period as the Custodian retains possession of such
securities, funds and other properties and the provisions of this
Contract relating to the duties and obligations of the Custodian
shall remain in full force and effect. If while this Contract is
in force the Fund shall be liquidated pursuant to law, the
Custodian shall distribute, either in cash or (if the Fund so
orders) in the portfolio securities and other assets of the Fund,
pro rata among the holders of shares of the Fund as certified by
the Transfer Agent, the property of the Fund which remains after
paying or satisfying all expenses and liabilities of the Fund.
Section 12 hereof shall survive any termination of this Contract.
15. Interpretive and Additional Provisions
In connection with the operation of this Contract, the
Custodian and the Fund may from time to time agree on such
provisions interpretive of or in addition to the provisions of
this Contract as may in their joint opinion be consistent with
the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any
applicable federal or state regulations or any provision of the
Governing Documents of the Fund. No interpretive or additional
provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Contract.
16. Notice
Any notice shall be sufficiently given when sent by
registered or certified mail, or by such other means as the
parties shall agree, to 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.
17. Bond
The Custodian shall, at all times, maintain a bond in such
form and amount as is acceptable to the Fund which shall be
issued by a reputable fidelity insurance company authorized to do
business in the place where such bond is issued against larceny
PAGE 25
and embezzlement, covering each officer and employee of the
Custodian who may, singly or jointly with others, have access to
securities or funds of the Fund, either directly or through
authority to receive and carry out any certificate instruction,
order request, note or other instrument required or permitted by
this Agreement. The Custodian agrees that it shall not cancel,
terminate or modify such bond insofar as it adversely affects the
Fund except after written notice given to the Fund not less than
10 days prior to the effective date of such cancellation,
termination or modification. The Custodian shall furnish to the
Fund a copy of each such bond and each amendment thereto.
18. Confidentiality
The Custodian agrees to treat all records and other
information relative to the Fund and its prior, present or future
shareholders as confidential, and the Custodian, on behalf of
itself and its employees, agrees to keep confidential all such
information except, after prior notification to and approval in
writing by the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the Custodian may be
exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund.
19. Exemption from Liens
The securities and other assets held by the Custodian for
the Fund shall be subject to no lien or charge of any kind in
favor of the Custodian or any person claiming through the
Custodian, but nothing herein shall be deemed to deprive the
Custodian of its right to invoke any and all remedies available
at law or equity to collect amounts due it under this Agreement.
Neither the Custodian nor any sub-custodian appointed pursuant to
Section 1 hereof shall have any power or authority to assign,
hypothecate, pledge or otherwise dispose of any securities held
by it for the Fund, except upon the direction of the Fund, duly
given as herein provided, and only for the account of the Fund.
20. Massachusetts Law to Apply
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth
of Massachusetts.
21. Prior Contracts
Without derogating any of the rights established by such
contracts, this Contract supersedes and terminates, as of the
date hereof, all prior contracts between the Fund and the
Custodian relating to the custody of the Fund's assets.
22. The Parties
All references herein to "the Fund" are to each of the funds
listed on Appendix A individually, as if this Contract were
between such individual fund and the Custodian. 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
PAGE 26
appropriate. Any reference in this Contract to "the parties"
shall mean the Custodian and such other individual Fund as to
which the matter pertains.
23. Governing Documents.
The term "Governing Documents" means the Articles of
Incorporation, Agreement of Trust, By-Laws and Registration
Statement filed under the Securities Act of 1933, as amended from
time to time.
24. Subcustodian Agreement.
Reference to the "Subcustodian Agreement" between the
Custodian and Chase shall mean any such agreement which shall be
in effect from time to time between Chase and the Custodian with
respect to foreign assets of the Fund.
25. Directors and Trustees.
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.
26. Massachusetts Business Trust
With respect to any Fund which is a party to this Contract
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 Contract 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.
27. Successors of Parties.
This Contract shall be binding on and shall inure to the
benefit of the Fund and the Custodian and their respective
successors.
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and behalf by its duly
authorized representative and its seal to be hereunder affixed as
of the dates indicated below.
DATED: September 28, 1987
__________________
PAGE 27
STATE STREET BANK AND TRUST
COMPANY
ATTEST:
/s/Kathleen M. Kubit By/s/Charles Cassidy
_____________________ _________________________________
Assistant Secretary Vice President
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Stock Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
PAGE 28
(SIGNATURES CONTINUED)
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
New York Tax-Free Money Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
New York Tax-Free Bond Fund
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
DATED: September 28, 1987
___________________
ATTEST:
/s/Nancy J. Wortman By/s/Carmen F. Deyesu
____________________________ __________________________________
PAGE 29
Appendix A
The following Funds are parties to this Agreement and have
so indicated their intention to be bound by such Agreement by
executing the Agreement on the dates indicated thereon.
T. Rowe Price California Tax-Free Income Trust on behalf of
the
California Tax-Free Bond Fund and
California Tax-Free Money Fund
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Equity Income Fund
T. Rowe Price GNMA Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Institutional Trust on behalf of the
Tax-Exempt Reserve Portfolio
T. Rowe Price International Trust on behalf of the
T. Rowe Price International Bond Fund and
T. Rowe Price International Stock Fund
T. Rowe Price New America Growth Fund
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Prime Reserve Fund, Inc.
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price State Tax-Free Income Trust on behalf of the
Maryland Tax-Free Bond Fund,
New York Tax-Free Bond Fund and
New York Tax-Free Money Fund
T. Rowe Price Tax-Exempt Money Fund, Inc.
T. Rowe Price Tax-Free High Yield Fund, Inc.
T. Rowe Price Tax-Free Income Fund, Inc.
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc.
T. Rowe Price U.S. Treasury Money Fund, Inc.
PAGE 30
AMENDMENT NO. 1 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
THIS AGREEMENT, made as of this 24th day of June, 1988, by
and between: T. Rowe Price Growth Stock Fund, Inc., T. Rowe Price
New Horizons Fund, Inc., T. Rowe Price New Era Fund, Inc., T.
Rowe Price New Income Fund, Inc., T. Rowe Price Prime Reserve
Fund, Inc., T. Rowe Price International Trust, T. Rowe Price U.S.
Treasury Money Fund, Inc., T. Rowe Price Growth & Income Fund,
Inc., T. Rowe Price Tax-Exempt Money Fund, Inc., T. Rowe Price
Tax-Free Income Fund, Inc., T. Rowe Price Tax-Free Short-
Intermediate Fund, Inc., T. Rowe Price Short-Term Bond Fund,
Inc., T. Rowe Price High Yield Fund, Inc., T. Rowe Price Tax-Free
High Yield Fund, Inc., T. Rowe Price New America Growth Fund, T.
Rowe Price Equity Income Fund, T. Rowe Price GNMA Fund, T. Rowe
Price Capital Appreciation Fund, T. Rowe Price Institutional
Trust, T. Rowe Price State Tax-Free Income Trust, T. Rowe Price
California Tax-Free Income Trust, T. Rowe Price Science &
Technology Fund, Inc., (hereinafter together called the "Funds"
and individually "Fund") and State Street Bank and Trust Company,
a Massachusetts trust,
W I T N E S S E T H:
It is mutually agreed that the Custodian Contract made by
the parties on the 28th day of September, 1987, is hereby amended
by adding thereto the T. Rowe Price Small-Cap Value Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE NEW HORIZONS FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE NEW ERA FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE NEW INCOME FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
PAGE 31
(SIGNATURES CONTINUED)
T. ROWE PRICE PRIME RESERVE FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE INTERNATIONAL TRUST
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
/s/Henry H.Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE GROWTH & INCOME FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE HIGH YIELD FUND, INC.
/s/ Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
PAGE 32
(SIGNATURES CONTINUED)
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE NEW AMERICA GROWTH FUND
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE EQUITY INCOME FUND
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE GNMA FUND
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE CAPITAL APPRECIATION FUND
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE INSTITUTIONAL TRUST
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
PAGE 33
(SIGNATURES CONTINUED)
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
STATE STREET BANK AND TRUST COMPANY
/s/William Blackwell
______________________________________________
By:
PAGE 34
AMENDMENT NO. 2 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, between State Street Bank and Trust Company and
each of the Parties listed on Appendix A thereto is hereby
further amended, as of October 19, 1988, by adding thereto the T.
Rowe Price International Discovery Fund, Inc., a separate series
of T. Rowe Price International Trust.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
PAGE 35
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
STATE STREET BANK AND TRUST COMPANY
/s/Guy R. Sturgeon
______________________________________________
By:
PAGE 36
AMENDMENT NO. 3 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988 and October 19, 1988, between State Street Bank and
Trust Company and each of the Parties listed on Appendix A
thereto is hereby further amended, as of February 22, 1989, by
adding thereto the T. Rowe Price International Equity Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
PAGE 37
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
STATE STREET BANK AND TRUST COMPANY
/s/K. Donelson
______________________________________________
By:
PAGE 38
AMENDMENT NO. 4 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988 and February 22, 1989, between
State Street Bank and Trust Company and each of the Parties
listed on Appendix A thereto is hereby further amended, as of
July 19, 1989, by adding thereto the Institutional International
Funds, Inc., on behalf of the Foreign Equity Fund.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
PAGE 39
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
______________________________________________
By:
PAGE 40
AMENDMENT NO. 5 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, and July 19,
1989 between State Street Bank and Trust Company and each of the
Parties listed on Appendix A thereto is hereby further amended,
as of September 15, 1989, by adding thereto the T. Rowe Price
U.S. Treasury Funds, Inc., on behalf of the U.S. Treasury
Intermediate Fund and the U.S. Treasury Long-Term Fund.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
PAGE 41
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
______________________________________________
By:
PAGE 42
AMENDMENT NO. 6 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19, 1989
and September 15, 1989, between State Street Bank and Trust
Company and each of the Parties listed on Appendix A thereto is
hereby further amended, as of December 15, 1989, by restating
Section 2.15 as follows:
2.15 Communications Relating to Fund Portfolio Securities. The
Custodian shall transmit promptly to the Fund all written
information (including, without limitation, pendency of calls and
maturities of domestic securities and expirations of rights in
connection therewith and notices of exercise of call and put
options written by the Fund and the maturity of futures contracts
purchased or sold by the Fund) received by the Custodian from
issuers of the domestic securities being held for the Fund by the
Custodian, an agent appointed under Section 2.9, or sub-custodian
appointed under Section 1. With respect to tender or exchange
offers, the Custodian shall transmit promptly to the Fund all
written information received by the Custodian, an agent appointed
under Section 2.9, or sub-custodian appointed under Section 1
from issuers of the domestic securities whose tender or exchange
is sought and from the party (or his agents) making the tender or
exchange offer. If the Fund desires to take action with respect
to any tender offer, exchange offer or any other similar
transaction, the Fund shall notify the Custodian of such desired
action at least 48 hours (excluding holidays and weekends) prior
to the time such action must be taken under the terms of the
tender, exchange offer, or other similar transaction, and it will
be the responsibility of the Custodian to timely transmit to the
appropriate person(s) the Fund's notice. Where the Fund does not
notify the custodian of its desired action within the aforesaid
48 hour period, the Custodian shall use its best efforts to
timely transmit the Fund's notice to the appropriate person. It
is expressely noted that the parties may negotiate and agree to
alternative procedures with respect to such 48 hour notice period
on a selective and individual basis.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
PAGE 43
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
PAGE 44
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U. S. TREASURY FUNDS, INC.
U. S. Treasury Intermediate Fund
U. S. Treasury Long-Term Fund
/s/Carmen F. Deyesu
______________________________________________
By: Carmen F. Deyesu,
Treasurer
STATE STREET BANK AND TRUST COMPANY
/s/ E. D. Hawkes, Jr.
______________________________________________
By: E. D. Hawkes, Jr.
Vice President
PAGE 45
Amendment No. 7 filed on Form SE January 25, 1990 with
International Trust (CIK 313212) Post Effective Amendment No. 17.
PAGE 46
AMENDMENT NO. 8 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, and December 20,
1989, between State Street Bank and Trust Company and each of the
Parties listed on Appendix A thereto is hereby further amended,
as of January 25, 1990, by adding thereto the T. Rowe Price
European Stock Fund, a separate series of T. Rowe Price
International Trust.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 47
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins
Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
______________________________________________
By:
PAGE 48
AMENDMENT NO. 9 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
and January 25, 1990 between State Street Bank and Trust Company
and each of the Parties listed on Appendix A thereto is hereby
further amended, as of February 21, 1990, by adding thereto the
T. Rowe Price Index Trust, Inc., on behalf of the T. Rowe Price
Equity Index Fund.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 49
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins
Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
___________________________________________
By:
PAGE 50
AMENDMENT NO. 10 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, between State Street Bank
and Trust Company and each of the Parties listed on Appendix A
thereto is hereby further amended, as of June 12, 1990, by adding
thereto the T. Rowe Price Spectrum Fund, Inc., on behalf of the
Spectrum Growth Fund and the Spectrum Income Fund.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL TRUST
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. ROWE PRICE U.S. TREASURY MONEY FUND, INC.
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 51
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
___________________________________________
By:
PAGE 52
AMENDMENT NO. 11 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, and June 12, 1990 between
State Street Bank and Trust Company and each of the Parties
listed on Appendix A thereto is hereby further amended, as of
July 18, 1990, by adding thereto the T. Rowe Price New Asia Fund,
a separate series of the T. Rowe Price International Funds, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
PAGE 53
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/ Guy R. Sturgeon
___________________________________________
By: Guy R. Sturgeon
PAGE 54
AMENDMENT NO. 12 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, and July 18,
1990 between State Street Bank and Trust Company and each of the
Parties listed on Appendix A thereto is hereby further amended,
as of October 15, 1990, by adding thereto the T. Rowe Price
Global Government Bond Fund, a separate series of the T. Rowe
Price International Funds, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 55
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE INSTITUTIONAL TRUST
Tax-Exempt Reserve Portfolio
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/ Guy R. Sturgeon
___________________________________________
By:
PAGE 56
AMENDMENT NO. 13 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, and October 15, 1990, between State Street Bank and Trust
Company and each of the Parties listed on Appendix A thereto is
hereby further amended, as of February 13, 1991, by adding
thereto the Virginia Tax-Free Bond Fund and New Jersey Tax-Free
Bond Fund, two separate series of the T. Rowe Price State Tax-
Free Income Trust
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
PAGE 57
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/ Guy Sturgeon
___________________________________________
By: Vice President
PAGE 58
AMENDMENT NO. 14 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, and February 13, 1991, between State
Street Bank and Trust Company and each of the Parties listed on
Appendix A thereto is hereby further amended, as of March 6,
1991, by adding thereto the T. Rowe Price Balanced Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 59
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
___________________________________________
By:
PAGE 60
AMENDMENT NO. 15 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, and March 6, 1991,
between State Street Bank and Trust Company and each of the
Parties listed on Appendix A thereto is hereby further amended,
as of September 12, 1991, by adding thereto the T. Rowe Price
Adjustable Rate U.S. Government Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 61
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S.
GOVERNMENT FUND, INC.
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins, Vice President
PAGE 62
STATE STREET BANK AND TRUST COMPANY
/s/
___________________________________________
By:
PAGE 63
AMENDMENT NO. 16 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as
amended June 24, 1988, October 19, 1988, February 22, 1989, July
19, 1989, September 15, 1989, December 15, 1989, December 20,
1989, January 25, 1990, February 21, 1990, June 12, 1990, July
18, 1990, October 15, 1990, February 13, 1991, March 6, 1991 and
September 12, 1991, between State Street Bank and Trust Company
and each of the Parties listed on Appendix A thereto is hereby
further amended, as of November 6, 1991, by adding thereto the T.
Rowe Price Japan Fund, a separate series of the T. Rowe Price
International Funds, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
PAGE 64
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY
FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL
EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S.
GOVERNMENT FUND, INC.
PAGE 65
/s/Henry H. Hopkins
__________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
___________________________________________
By:
PAGE 66
AMENDMENT NO. 17 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991 and November 6, 1991, between State Street
Bank and Trust Company and each of the Parties listed on
Appendix A thereto is hereby further amended, as of April 23,
1992, by adding thereto the T. Rowe Price Mid-Cap Growth Fund,
Inc. and T. Rowe Price Short-Term Global Income Fund, a separate
series of the T. Rowe Price International Funds, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
PAGE 67
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE INTERNATIONAL EQUITY FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
/s/Henry H. Hopkins
__________________________________
By: Henry H. Hopkins, Vice President
PAGE 68
STATE STREET BANK AND TRUST COMPANY
/s/
_________________________________________
By:
PAGE 69
AMENDMENT NO. 18 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, and April 23, 1992, between
State Street Bank and Trust Company and each of the Parties
listed on Appendix A thereto is hereby further amended, as of
September 2, 1992, by adding thereto the T. Rowe Price OTC Fund,
a series of the T. Rowe Price OTC Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
PAGE 70
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins, Vice President
PAGE 71
STATE STREET BANK AND TRUST COMPANY
/s/
_____________________________________________
By:
PAGE 72
AMENDMENT NO. 19 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, and
September 2, 1992, between State Street Bank and Trust Company
and each of the Parties listed on Appendix A thereto is hereby
further amended, as of November 3, 1992, by adding thereto the T.
Rowe Price Tax-Free Insured Intermediate Bond Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 73
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
PAGE 74
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
______________________________________________
By:
PAGE 75
AMENDMENT NO. 20 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, September
2, 1992, and November 3, 1992, between State Street Bank and
Trust Company and each of the Parties listed on Appendix A
thereto is hereby further amended, as of December 16, 1992, by
adding thereto the T. Rowe Price Dividend Growth Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
PAGE 76
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
PAGE 77
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
______________________________________________
By:
PAGE 78
AMENDMENT NO. 21 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, September
2, 1992, November 3, 1992, and December 16, 1992, between State
Street Bank and Trust Company and each of the Parties listed on
Appendix A thereto is hereby further amended, as of December 21,
1992, by adding thereto the Maryland Short-Term Tax-Free Bond
Fund, an additional series to the T. Rowe Price State Tax-Free
Income Trust.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
PAGE 79
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
PAGE 80
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
______________________________________________
By:
PAGE 81
AMENDMENT NO. 22 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, September
2, 1992, November 3, 1992, December 16, 1992, and December 21,
1992, between State Street Bank and Trust Company and each of the
Parties listed on Appendix A thereto is hereby further amended,
as of January 28, 1993, by adding thereto the Georgia Tax-Free
Bond Fund and the Florida Insured Intermediate Tax-Free Fund,
additional series to the T. Rowe Price State Tax-Free Income
Trust.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
PAGE 82
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
Georgia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
PAGE 83
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
______________________________________________
By:
PAGE 84
AMENDMENT NO. 23 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, September
2, 1992, November 3, 1992, December 16, 1992, December 21, 1992,
and January 28, 1993, between State Street Bank and Trust Company
and each of the Parties listed on Appendix A thereto is hereby
further amended, as of April 22, 1993, by adding thereto the T.
Rowe Price Blue Chip Growth Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
PAGE 85
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
Georgia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
PAGE 86
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
/s/Henry H. Hopkins
______________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
_______________________________________________
By:
PAGE 87
AMENDMENT NO. 24 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, September
2, 1992, November 3, 1992, December 16, 1992, December 21, 1992,
January 28, 1993, and April 22, 1993, between State Street Bank
and Trust Company and each of the Parties listed on Appendix A
thereto is hereby further amended, as of June 30, 1993, by adding
thereto the Spectrum Balanced Fund, a series of the T. Rowe Price
Spectrum Fund, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
PAGE 88
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
Georgia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum Balanced Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
PAGE 89
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
/s/Henry H. Hopkins
_____________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
_____________________________________________
By:
PAGE 90
AMENDMENT NO. 25 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, September
2, 1992, November 3, 1992, December 16, 1992, December 21, 1992,
January 28, 1993, April 22, 1993, and June 30, 1993, between
State Street Bank and Trust Company and each of the Parties
listed on Appendix A thereto is hereby further amended, as of
September 16, 1993, by adding thereto the T. Rowe Price Summit
Funds, Inc. and T. Rowe Price Summit Municipal Funds, Inc.
Notwithstanding anything to the contrary herein, it is
understood that the T. Rowe Price Summit Funds, Inc. and T. Rowe
Price Summit Municipal Funds, Inc. (collectively referred to as
the "Funds") shall not be responsible for paying any of the fees
or expenses set forth herein but that, in accordance with the
Investment Management Agreement, dated September 16, 1993,
between the Funds and T. Rowe Price Associates, Inc. ("T. Rowe
Price"), the Funds will require T. Rowe Price to pay all such
fees and expenses.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
PAGE 91
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
Georgia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
PAGE 92
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum Balanced Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market
Fund
T. Rowe Price Summit Municipal Intermediate
Fund
T. Rowe Price Summit Municipal Income Fund
/s/Henry H. Hopkins
_____________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
_____________________________________________
By:
PAGE 93
AMENDMENT NO. 26 TO CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
W I T N E S S E T H:
The Custodian Contract of September 28, 1987, as amended
June 24, 1988, October 19, 1988, February 22, 1989, July 19,
1989, September 15, 1989, December 15, 1989, December 20, 1989,
January 25, 1990, February 21, 1990, June 12, 1990, July 18,
1990, October 15, 1990, February 13, 1991, March 6, 1991,
September 12, 1991, November 6, 1991, April 23, 1992, September
2, 1992, November 3, 1992, December 16, 1992, December 21, 1992,
January 28, 1993, April 22, 1993, June 30, 1993, and September
16, 1993, between State Street Bank and Trust Company and each of
the Parties listed on Appendix A thereto is hereby further
amended, as of November 3, 1993, by adding thereto the T. Rowe
Price Latin America Fund, a separate series of the T. Rowe Price
International Funds, Inc.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Income Fund
T. Rowe Price Latin America Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
PAGE 94
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND,
INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
Georgia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum Balanced Fund
T. ROWE PRICE BALANCED FUND, INC.
PAGE 95
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT
FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. Rowe Price OTC Fund
T. ROWE PRICE TAX-FREE INSURED INTEREMEDIATE
BOND FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit Municipal Money Market
Fund
T. Rowe Price Summit Municipal Intermediate
Fund
T. Rowe Price Summit Municipal Income Fund
/s/Henry H. Hopkins
_____________________________________________
By: Henry H. Hopkins, Vice President
STATE STREET BANK AND TRUST COMPANY
/s/
_____________________________________________
By:
PAGE 1
SUBCUSTODIAN AGREEMENT
Between
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
and
THE CHASE MANHATTAN BANK, N.A.
and
STATE STREET BANK AND TRUST COMPANY
Dated: August 1, 1989
PAGE 2
AGREEMENT effective August 1, 1989, between THE CHASE MANHATTAN
BANK, N.A. ("Chase"), INSTITUTIONAL INTERNATIONAL FUNDS, INC.;
and STATE STREET BANK AND TRUST COMPANY ("State Street").
WHEREAS, Institutional International Funds, Inc. is a
corporation organized and existing under the laws of the State of
Maryland consisting of the funds listed on Appendix A and all
references to the "Fund" are to each such fund as if this
Agreement were between such individual fund, Chase and State
Street, and 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, and any reference
in this Agreement to "the parties" shall mean Chase, State Street
and such other individual Fund as to which the matter pertains;
and
WHEREAS, State Street serves as the custodian in the United
States for the securities and other assets of the Fund; and
WHEREAS, the Fund desires to use the services of Chase in
connection with the custody of securities and other assets
outside the United States, which services currently are
administered through the offices of the Chase branch in London,
England;
NOW THEREFORE, in consideration of the mutual covenants and
agreements herein, the parties hereto hereby agree as follows.
1. Custody Account. Chase agrees to establish and
maintain (a) a custody account in the name of State Street,
acting as custodian for the Fund ("Custody Account") for any and
all stocks, shares, bonds, debentures, notes, mortgages or other
obligations for the payment of money and any certificates,
receipts, warrants or other instruments representing rights to
receive, purchase or subscribe for the same or evidencing or
representing any other rights or interests therein and other
similar property issued and sold primarily outside the United
States by a foreign government, a national of any foreign country
or a corporation or other organization incorporated or organized
under the laws of any foreign country and securities issued or
guaranteed by the Government of the United States or by any state
or any political subdivision thereof or by any agency thereof or
by any entity organized under the laws of the United States or of
any state thereof which have been issued and sold primarily
outside the United States (hereinafter called "Securities") from
time to time received by Chase or its subcustodian (as defined in
subparagraph (b) (iv) of Section 3) for the account of State
Street, and (b) a deposit account in the name of State Street
acting as custodian for the Fund ("Deposit Account") for any and
all cash and cash equivalents (hereinafter called "Cash") in any
currency received by Chase or its subcustodian for the account of
PAGE 3
State Street, which Cash shall not be subject to withdrawal by
draft or check.
2. Maintenance of Securities and Cash Abroad.
(a) Securities in the Custody Account shall be held in such
country or other jurisdiction as shall be approved by the Board
of Directors of the Fund and specified from time to time in
Instructions, provided that such country or other jurisdiction
shall be one in which (i) the principal trading market for such
Securities is located, (ii) such Securities are to be presented
for payment, or (iii) such Securities are acquired for the
Custody Account.
(b) Cash in the Deposit Account shall be credited to an
account as held in the name of Chase in such amounts and in such
country or other jurisdiction as shall be approved by the Board
of Directors of the Fund and so specified from time to time in
Instructions, provided that such country or other jurisdiction
shall be one in which such Cash is the legal currency for the
payment of public or private debts.
3. Eligible Foreign Custodians and Securities
Depositories.
(a) State Street authorizes Chase to hold the Securities in
the Custody Account and the Cash in the Deposit Account in
custody and deposit accounts, respectively, which have been
established by Chase with (i) one of its branches, (ii) a branch
of a qualified U.S. bank, (iii) an eligible foreign custodian, or
(iv) an eligible foreign securities depository; provided,
however, that the Fund has approved the use of and the terms of,
and Chase's contract with, each such eligible foreign custodian
or eligible foreign securities depository by resolution, and
Instructions to such effect have been provided to Chase; and
provided further, that any one of its branches, a branch of a
qualified U.S. bank or an eligible foreign custodian selected to
act as Chase's subcustodian is authorized to hold such Securities
or Cash in its account with any eligible foreign securities
depository in which it participates.
(b) For purposes of this Agreement:
(i) "qualified U.S. bank" shall mean a qualified U.S
bank as defined in Rule 17f-5 under the Investment Company
Act of 1940;
(ii) "eligible foreign custodian" shall mean (A) a
banking institution or trust company, incorporated or
organized under the laws of a country other than the United
States, that is regulated as such by that country's
government or an agency thereof and that has shareholders'
equity in excess of $200 million in U.S. currency (or a
foreign currency equivalent thereof), (B) a majority-owned
direct or indirect subsidiary of a qualified U.S. bank or
bank-holding company that is incorporated or organized under
the laws of a country other than the United States and that
has shareholders' equity in excess of $100 million in U.S.
PAGE 4
currency (or a foreign currency equivalent thereof), or (C) a
banking institution or trust company, incorporated or organized
under the laws of a country other than the United States or a
majority owned direct or indirect subsidiary of a qualified U.S.
bank or bank-holding company that is incorporated or organized
under the laws of a country other than the United States, which
has been approved for use by registered investment companies as a
foreign custodian pursuant to an exemptive order issued by the
Securities and Exchange Commission;
(iii) "eligible foreign securities depository" shall
mean a securities depository or clearing agency,
incorporated or organized under the laws of a country other
than the United States, which operates (A) the central
system for handling of securities or equivalent book-entries
in that country, or (B) a transnational system for the
central handling of securities or equivalent book-entries;
and
(iv) "subcustodian" shall mean any branch of a
qualified U.S. bank, any eligible foreign custodian or any
eligible foreign securities depository with which Chase has
entered an agreement of the type contemplated hereunder
regarding Securities and/or Cash held in or to be acquired
for the Custody Account or the Deposit Account.
4. Use of Subcustodian. With respect to Securities in the
Custody Account and Cash in the Deposit Account which are held by
a subcustodian pursuant to Section 3,
(a) Chase will identify on its books as belonging to the
Fund any Securities or Cash, as the case may be, held by such
subcustodian.
(b) In the event that a subcustodian permits any of the
Securities or Cash, as the case may be, placed in its care to be
held in an eligible foreign securities depository, such
subcustodian will be required by its agreement with Chase to
identify on its books such Securities or Cash, as the case may
be, as being held for the account of Chase as a Custodian for its
customers.
(c) Any Securities in the Custody Account or Cash in the
Deposit Account held by a subcustodian of Chase will be subject
only to the instructions of Chase or its agents; and any
Securities or cash, as the case may be, held in an eligible
foreign securities depository for the account of a subcustodian
will be subject only to the instructions of such subcustodian.
(d) Chase will only deposit Securities or Cash, as the case
may be, in an account with a subcustodian which includes
exclusively the assets held by Chase for its customers, and Chase
will cause such account to be designated by such subcustodian as
a special custody account for the exclusive benefit of customers
of Chase.
(e) Any agreement Chase shall enter into with a
subcustodian with respect to the holding of Securities or Cash
shall require that: (i) the Securities or cash, as the case may
be, are not subject to any right, charge, security interest, lien
PAGE 5
or claim of any kind in favor of such subcustodian or its
creditors except a claim of payment for their safe custody or
administration, and (ii) beneficial ownership of such Securities
or Cash, as the case may be, is freely transferable without the
payment of money or value other than for safe custody or
administration; provided, however, that the foregoing shall not
apply to the extent that any of the above mentioned rights or
charges result from any arrangements by the Fund or State Street
on behalf of the Fund with any subcustodian.
(f) Chase shall allow officers of, independent public
accountants engaged by, or other representatives of the Fund or
State Street access at reasonable times to the records of Chase
relating to the Securities held in the Custody Account and Cash
held in the Deposit Account as is required by such officers,
accountants or representatives in connection with their
examination of the books and records pertaining to the affairs of
the Fund or State Street. Subject to restrictions under
applicable law, any agreement Chase shall enter into with any
subcustodian shall require any subcustodian holding any
Securities in the Custody Account or Cash in the Deposit Account
to permit officers of, independent public accountants employed
by, or other representatives of, the Fund or State Street access
at reasonable times to the records of such subcustodian as may be
required in connection with their examination of the books and
records pertaining to the affairs of the Fund or State Street.
Upon a request from State Street, Chase shall furnish to the Fund
and State Street such reports (or portions thereof) of Chase's
external auditors as relate directly to Chase's system of
internal accounting controls applicable to Chase's duties under
this Agreement. Chase shall use its best efforts to obtain and
furnish the Fund and State Street with such similar reports as
the Fund or State Street may request with respect to each
subcustodian holding Securities and Cash.
(g) Chase shall supply to the Fund and State Street no less
than monthly a statement in respect to any Securities in the
Custody Account and Cash in the Deposit Account held by a
subcustodian, including an identification of the entity having
possession of the Securities or Cash, as the case may be, and
including a description thereof. Chase shall send to the Fund
and State Street an advice or notification of any transfers of
Securities to or from the Custody Account, indicating, as to
Securities acquired for the account of State Street for the Fund,
the identity of the entity having physical possession of such
Securities and with respect to transfers of Securities to or from
the Custody Account shall include appropriate statements, reports
and/or advices, as the case may be, reflecting transactions in
the Deposit Account.
(h) Chase hereby represents and warrants to the Fund that
in its opinion, after due inquiry, the established procedures to
be followed by each of its branches, each branch of a qualified
PAGE 6
U.S. bank, each eligible foreign custodian and each eligible
foreign securities depository holding Securities of the Fund in
the account of State Street pursuant to this Agreement afford
protection for such Securities at least equal to that afforded by
Chase's established procedures with respect to similar securities
held by Chase (and its securities depositories) in New York.
5. Deposit Account Payments. Subject to the provisions of
Section 7, Chase shall make, or cause its subcustodians to make,
payments of Cash credited to the Deposit Account only
(a) in connection with the purchase of Securities for the
Fund in the account of State Street and the delivery of such
Securities to, or the crediting of such Securities to the account
of, Chase or its subcustodian, each such payment to be made at
prices as confirmed by Instructions (as defined in Section 9
hereof) from Authorized Persons (as defined in Section 10
hereof);
(b) for the payments to be made in connection with the
conversion, exchange or surrender of Securities held in the
Custody Account;
(c) for other proper corporate purposes of the Fund; or
(d) upon the termination of this Custody Agreement as
hereinafter set forth.
All payments of cash for a purpose permitted by subsection
(a) or (b) of this Section 5 will be made only upon receipt by
Chase of Instructions from Authorized Persons which shall specify
the purpose for which the payment is to be made. In the case of
any payment to be made for the purpose permitted by subsection
(c) of this Section 5, Chase must first receive written notice of
proper action by the trustees of the Fund adequately describing
such payment, declaring such purpose to be a proper purpose, and
naming the person or persons to whom such payment is to be made.
Any payment pursuant to subsection (d) of this Section 5 will be
made in accordance with Section 17.
In the event that any payment made under this Section 5
exceeds the funds available in the Deposit Account, Chase may, in
its discretion, advance the Fund an amount equal to such excess
and such advance shall be deemed a loan from Chase to the Fund,
payable on demand, bearing interest at the rate of interest
customarily charged by Chase on similar loans.
If Chase causes the Deposit Account to be credited on the
payable date for interest, dividends or redemptions, State Street
will promptly return to Chase any such amount or property so
credited upon oral or written notification that neither Chase not
its subcustodian can collect such amount or property in the
ordinary course of business. Except for such actions as Chase
may lawfully perform pursuant to Instructions of Authorized
Persons, Chase or its subcustodian, as the case may be, shall
have no duty or obligation to institute legal proceedings, file a
claim or proof of claim in any insolvency proceeding or take any
other action with respect to the collection of such amount or
property.
PAGE 7
6. Custody Account Transactions. Subject to the
provisions of Section 7, Securities in the Custody Account will
be transferred, exchange or delivered by Chase or its
subcustodians only
(a) upon sale of such Securities held for the Fund in the
account of State Street and receipt by Chase or its subcustodian
only of payment therefor, each such payment to be in the amount
confirmed by Instructions from Authorized Persons;
(b) when such Securities are called, redeemed or retired,
or otherwise become payable;
(c) in exchange for or upon conversion into other
Securities alone, other Securities and Cash or Cash alone
pursuant to any plan or merger, consolidation, reorganization,
recapitalization, tender offer, exchange offer, or readjustment;
(d) upon conversion of such Securities pursuant to their
terms into other Securities;
(e) upon exercise of subscription, purchase or other
similar rights represented by such Securities;
(f) for the purpose of exchanging interim receipts or
temporary Securities for definitive Securities;
(g) for the purpose of redeeming in kind shares of the
capital stock of the Fund against delivery to Chase or its
subcustodian of such shares to be so redeemed;
(h) for other proper corporate purposes of the Fund; or
(i) upon the termination of this Custody Agreement as
hereinafter set forth.
All transfers, exchanges or deliveries of Securities in the
Custody Account for a purpose permitted by either subsection (a),
(b), (c), (d), (e), or (f) of this Section 6 will be made, except
as provided in Section 8, only upon receipt by Chase of
Instructions from Authorized Persons which shall specify the
purpose of the transfer, exchange or delivery to be made. In the
case of any transfer or delivery to be made for the purpose
permitted by subsection (g) of this Section 6, Chase must first
receive Instructions from Authorized Persons specifying the
shares held by Chase or its subcustodian to be so transferred or
delivered and naming the person or persons to whom transfers or
delivery of such shares shall be made. In the case of any
transfer, exchange or delivery to be made for the purpose
permitted by subsection (h) of this Section 6, Chase must first
receive written notice of proper action by the trustees of the
Fund adequately describing such transfer, exchange or delivery,
declaring such purpose to be a proper purpose, and naming the
person or persons to whom delivery of such Securities shall be
made. Any transfer or delivery pursuant to subsection (i) of
this Section 6 will be made in accordance with Section 17 of this
Agreement.
7. Custody Account Procedures. With respect to any
transaction involving Securities held in or to be acquired for
the Custody Account, Chase in its discretion may cause the
Deposit Account to be credited on the contractual settlement date
with the proceeds of any sale or exchange of Securities from the
PAGE 8
Custody Account and to be debited on the contractual settlement
date for the cost of Securities purchased or acquired for the
Custody Account. Chase may reverse any such credit or debit if
the transaction with respect to which such credit or debit were
made fails to settle within a reasonable period, determined by
Chase in its discretion, after the contractual settlement date,
except that if any Securities delivered pursuant to this Section
7 are returned by the recipient thereof, Chase may cause any such
credits and debits to be reversed at any time. With respect to
any transaction as to which Chase does not determine so to credit
or debit the Deposit Account, the proceeds from the sale or
exchange of Securities will be credited and the cost of such
Securities purchased or acquired will be debited to the Deposit
Account on the date such proceeds or Securities are received by
Chase.
Notwithstanding the preceding paragraph, settlement and
payment for Securities received for, and delivery of Securities
out of, the Custody Account may be effected in accordance with
the customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market
in which the transaction occurs, including, without limitation,
delivering Securities to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer) against a
receipt with the expectation of receiving later payment for such
Securities from such purchaser or dealer.
8. Actions of Chase. Until Chase receives Instructions
from Authorized Persons to the contrary, Chase will, or will
instruct its subcustodian, to
(a) present for payment any Securities in the Custody
Account which are called, redeemed or retired or otherwise become
payable and all coupons and other income items which call for
payment upon presentation to the extent that Chase or
subcustodian is aware of such opportunities for payment, and hold
cash received upon presentation of such Securities in accordance
with the provisions of Sections 2, 3 and 4 of this Agreement;
(b) in respect of Securities in the Custody Account,
execute in the name of State Street or the Fund such ownership
and other certificates as may be required to obtain payments in
respect thereof; and
(c) exchange interim receipts or temporary Securities in
the Custody Account for definitive Securities.
9. Instructions. As used in this Agreement, the term
"Instructions" means instructions of the Fund received by Chase,
via telephone, telex, TWX, facsimile transmission, bank wire or
other teleprocess or electronic instruction system acceptable to
Chase which Chase reasonably believes in good faith to have been
given by Authorized Persons or which are transmitted with proper
testing or authentication pursuant to terms and conditions which
Chase may specify.
Any Instructions delivered to Chase by telephone shall
promptly thereafter be confirmed in writing by an Authorized
Person (which confirmation may bear the facsimile signature of
PAGE 9
such Person), but the Fund will hold Chase harmless for the
Fund's failure to send such confirmation in writing or the
failure of such confirmation to conform to the telephone
instructions received. Unless otherwise expressly provided, all
Instructions shall continue in full force and effect until
cancelled or superseded. If Chase requires test arrangements,
authentication methods or other security devices to be used with
respect to Instructions, any Instructions given by the Fund
thereafter shall be given and processed in accordance with such
terms and conditions for the use of such arrangements, methods or
devices as Chase may put into effect and modify from time to
time. The Fund shall safeguard any testkeys, identification codes
or other security devices which Chase shall make available to
them. Chase may electronically record any Instructions given by
telephone, and any other telephone discussions, with respect to
the Custody Account.
10. Authorized Persons. As used in this Agreement, the
term "Authorized Persons" means such officers or such agents of
the Fund as have been designated by proper action of the trustees
of such Fund, written notice of which has been provided to Chase,
to act on behalf of the Fund or State Street in the performance
of any acts which Authorized Persons may do under this Agreement.
Such persons shall continue to be Authorized Persons until such
time as Chase receives Instructions from Authorized Persons that
any such officer or agent is no longer an Authorized Person.
11. Nominees. Securities in the Custody Account which are
ordinarily held in registered form may be registered in the name
of Chase's nominee or, as to any Securities in the possession of
an entity other than Chase, in the name of such entity's nominee.
The Fund agrees to hold any such nominee harmless from any
liability as a holder of record of such Securities, except for
the negligence, fraud or willful misconduct of such nominee.
Chase may without notice cause any such Securities to cease to be
registered in the name of any such nominee and to be registered
in the name of the Fund or State Street. In the event that any
Securities registered in the name of Chase's nominee or held by
one of its subcustodians and registered in the name of such
subcustodian's nominee are called for partial redemption by she
issuer of such Security, Chase may allot, or cause to be
allotted, the called portion to the respective beneficial holders
of such class of security in any manner Chase deems to be fair
and equitable.
12. Standard of Care. Chase shall be responsible for the
performance of only such duties as are contemplated or set forth
herein or contained in Instructions given to Chase by Authorized
Persons which are not contrary to the provisions of this
Agreement. Chase will use reasonable care in the performance of
its duties hereunder, including, without limitation, the
safekeeping of Securities in the Custody Account and of Cash in
the Deposit Account. Chase shall be liable to and shall
indemnify and hold the Fund harmless for any loss which shall
PAGE 10
occur as the result of the failure of a subcustodian to exercise
reasonable care with respect to the safekeeping of such
Securities and Cash to the same extent that Chase would be liable
to the Fund if Chase, as the Fund's custodian or subcustodian,
were holding such Securities and Cash for the benefit of the Fund
in New York. In the event of any loss to the Fund by reason of
the failure of Chase or its subcustodian to utilize reasonable
care, Chase shall be liable to the Fund to the extent of the
Fund's damages, in an amount to be mutually agreed upon in good
faith by Chase and the Fund. Chase shall be held to the exercise
of reasonable care in carrying out this Agreement but shall be
indemnified by, and shall be without liability to, the Fund for
any action taken or omitted by Chase in good faith without
negligence, fraud or willful misconduct. Chase shall be entitled
to rely, and may act, on advice of counsel (who may be counsel
for the Fund) on all matters and shall be without liability for
any action reasonably taken or omitted pursuant to such advice.
All collections of funds or other property paid or
distributed in respect of Securities in the Custody Account shall
be made at the risk of the Fund. Chase shall have no liability
for any loss occasioned by delay in the actual receipt of notice
by Chase or by its subcustodian of any payment, redemption or
other transaction regarding Securities in the Custody Account in
respect of which Chase has agreed to take action as provided in
Section 8 hereof, unless such loss results from the negligence,
fraud or willful misconduct of Chase or its subcustodian. Chase
shall not be liable for any action taken in good faith upon
Instructions or upon any certified copy of any resolution and may
rely on the genuineness of any such documents which it may in
good faith believe to be validly executed. Chase shall not be
liable for any loss resulting from, or caused by, the direction
of the Fund to maintain custody of any Securities or cash in a
foreign country including, but not limited to, nationalization,
expropriation, currency restrictions, acts of war or terrorism,
insurrection, revolution, nuclear fusion, fission or radiation,
or acts of God.
13. Insurance. Chase represents and warrants that it
currently maintains a banker's blanket bond which provides
standard fidelity and non-negligent loss coverage with respect to
the Securities and Cash which may be held by subcustodians
pursuant to this Agreement. Chase agrees that if at any time it
for any reason discontinues such coverage, it shall immediately
give 60 days' prior written notice to State Street and the Fund.
Chase need not maintain any insurance for the benefit of the Fund
or State Street.
14. Corporate Actions; Proxies. Whenever Chase receives
information concerning the Securities which requires
discretionary action by the beneficial owner of the Securities
and affects the value of the Securities (other than a proxy),
such as subscription rights, bonus issues, stock repurchase plans
and rights offerings, or legal notices or other material intended
to be transmitted to securities holders ("Corporate Actions"),
PAGE 11
Chase will give the Fund notice of such Corporate Actions to the
extent that Chase's central corporate actions department has
actual knowledge of a Corporate Action in time to notify its
customers.
When a rights entitlement or a fractional interest resulting
from a rights issue, stock dividend, stock split or similar
Corporate Action is received which bears an expiration date,
Chase will endeavor to obtain Instructions from the Fund but if
Instructions are not received in time for Chase to take timely
action (or actual notice of such Corporate Action was received
too late to seek Instructions), Chase is authorized to sell such
rights entitlement or fractional interest and to credit the
Deposit Account with the Proceeds.
Chase shall promptly forward to the Fund proxies relative to
the Securities in the Custody Account (pursuant to any operating
agreement in effect between Chase and the Fund) by means as shall
permit, to the extent reasonably practicable under the
circumstances, the Fund to take timely action Subject to the
above, Chase will cause its nominee to execute and deliver to the
Fund proxies relating to Securities in the Custody Account
registered in the name of such nominee but without indicating the
manner in which such proxies are to be voted. Proxies relating
to bearer Securities will be delivered in accordance with written
instructions from Authorized Persons.
15. Fees and Expenses. The Fund agrees to pay to Chase
from time to time such compensation for its services pursuant to
this Agreement and Chase's out-of-pocket or incidental expenses,
including (but without limitation) reasonable legal fees, as may
be mutually agreed upon in writing from time to time. The Fund
hereby agrees to hold Chase harmless from any liability or loss
resulting from any taxes or other governmental charges, and any
expenses related thereto, which may be imposed, or assessed with
respect to the Custody Account or any Securities in the Custody
Account and also agrees to hold Chase, its subcustodians, and
their respective nominees harmless from any liability as a record
holder of Securities in the Custody Accounts, except for its or
their negligence; provided, however, that the Fund shall not be
liable for any assessments of taxes or other governmental
charges, and any expenses related thereto as result from the
negligence, fraud or willful misconduct of Chase, or any of its
subcustodians or their respective nominees. Chase is authorized
to charge any account of State Street on behalf of the Fund for
such items and Chase shall have a lien on Securities in the
Custody Account and on Cash in the Deposit Account for any amount
owing to Chase from time to time under this Agreement, as long as
such lien would not contravene the provisions of the Order of the
Securities and Exchange Commission contained in Release No.
12053, dated November 20, 1981, as the same may be amended from
time to time.
16. Effectiveness. This Agreement shall be effective on
the date first noted above.
PAGE 12
17. Termination. This Agreement may be terminated by the
Fund, State Street or Chase by 60 days' written notice to the
others, sent by registered mail, provided that any termination by
State Street shall be authorized by a resolution of the Board of
Directors of the Fund, a certified copy of which shall accompany
such notice of termination, and provided further, that such
resolution shall specify the names of the persons to whom Chase
shall deliver the Securities in the Custody Account and to whom
the Cash in the Deposit Account shall be paid. If notice of
termination is given by Chase, State Street shall, within 90 days
following the giving of such notice, deliver to Chase a certified
copy of a resolution of the Board of Directors of the Fund
specifying the names of the persons to whom Chase shall deliver
the Securities in the Custody Account and to whom the Cash in the
Deposit Account shall be paid. In either case, Chase will deliver
such Securities and Cash to the persons so specified, after
deducting therefrom any amounts which Chase determines in good
faith to be owed to it under Section 15. If within 90 days
following the giving of a notice of termination by Chase, Chase
does not receive from State Street a certified copy of a
resolution of the Board of Directors of the Fund specifying the
names of the persons to whom Chase shall deliver the Securities
in the Custody Account and to whom the Cash in the Cash Account
shall be paid, Chase, at its election, may deliver such
Securities and pay such Cash to a bank or trust company doing
business in the State of New York to be held and disposed of
pursuant to the provisions of this Agreement, or to Authorized
Persons, or may continue to hold such Securities and Cash until a
certified copy of one or more resolutions as aforesaid is
delivered to Chase. The obligations of the parties hereto
regarding the use of reasonable care, indemnities and payment of
fees and expenses shall survive the termination of this
Agreement.
18. Notices. Any notice or other communication to Chase is
to be sent to the office of Chase at 1211 Avenue of the Americas
(33rd floor), New York, New York, 10036, Attention Global Custody
Division; to the Fund at 100 East Pratt Street, Baltimore,
Maryland, 21202 Attn: Treasurer; and to State Street at P.O. Box
1713, Boston, Massachusetts 02105, Attention Mutual Fund
Services, or as such addresses may hereafter be changed on the
parties records in accordance with notice under this provision.
19. Governing Law and Successors and Assigns. This
Agreement shall be governed by the law of the State of New York
and shall not be assignable by either party, but shall bind the
successors and assigns of the Fund, State Street and Chase.
20. Headings. The headings of the paragraphs hereof are
included for convenience of reference only and do not form a part
of this Agreement.
21. Relationship of the Parties. Chase, State Street and
the Fund expressly agree that the establishment and maintenance
of the Custody Account and Deposit Account, in the name of State
Street, shall not adversely affect the rights of the Fund under
PAGE 13
this Agreement, and further agree that the Fund, in addition to
any rights it has in its own right against Chase, will have the
same rights as State Street has against Chase.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
By: /s/Carmen F. Deyesu
Carmen F. Deyesu
Treasurer
STATE STREET BANK AND TRUST COMPANY
By: /s/Guy R. Sturgeon
Guy R. Sturgeon
Vice President
THE CHASE MANHATTAN BANK, N.A.
By: /s/Richard A. Samuel
Richard A. Samuel
Second Vice President
PAGE 14
Appendix A
to the Global Custody Agreement between
The Chase Manhattan Bank, N.A.,
the State Street Bank and Trust Company
and Institutional International Funds, Inc.
effective ______________________
The only Fund under this Agreement is, as of August 1, 1989:
Foreign Equity Fund
The Transfer Agency and Service Agreement between T. Rowe Price
Services, Inc. and T. Rowe Price Funds, dated January 1, 1994,
should be inserted here.
PAGE 1
TRANSFER AGENCY AND SERVICE AGREEMENT
between
T. ROWE PRICE SERVICES, INC.
and
EACH OF THE PARTIES INDICATED ON APPENDIX A
PAGE 2
TABLE OF CONTENTS
Page
Article A Terms of Appointment . . . . . . . . . . . . . .2
Article B Duties of Price Services . . . . . . . . . . . .3
1. Receipt of Orders/Payments. . . . . . . . .3
2. Written Redemptions . . . . . . . . . . . .4
3. Transfers . . . . . . . . . . . . . . . . .6
4. Confirmations . . . . . . . . . . . . . . .6
5. Issuance of Share Certificates. . . . . . .6
6. Returned Checks and ACH Debits. . . . . . 7
7. Redemptions of Shares under Ten Day Hold. 7
8. Dividends, Distributions and Other
Corporate Actions. . . . . . . . . . . . 9
9. Unclaimed Payments and Certificates . . .10
10. Books and Records . . . . . . . . . . . .10
11. Authorized Issued and Outstanding Shares.12
12. Tax Information . . . . . . . . . . . . .13
13. Information to be Furnished to the Fund .13
14. Correspondence. . . . . . . . . . . . . .13
15. Lost or Stolen Securities . . . . . . . .14
16. Telephone Services . . . . . . . . . . .14
17. Proxies . . . . . . . . . . . . . . . . .14
18. Form N-SAR. . . . . . . . . . . . . . . .15
19. Cooperation With Accountants. . . . . . .15
20. Blue Sky. . . . . . . . . . . . . . . . .15
21. Other Services. . . . . . . . . . . . . .15
22. Fees and Out-of-Pocket Expenses . . . . .15
Article C Representations and Warranties of the Price
Services. . . . . . . . . . . . . . . . . . .17
Article D Representations and Warranties of the Fund . .18
Article E Standard of Care/Indemnification . . . . . . .18
Article F Dual Interests . . . . . . . . . . . . . . . . 20
Article G Documentation. . . . . . . . . . . . . . . . . 20
Article H References to Price Services . . . . . . . . . 22
Article I Compliance with Governmental Rules and
Regulations . . . . . . . . . . . . . . . . . 22
Article J Ownership of Software and Related Material . . 22
PAGE 3
Article K Quality Service Standards. . . . . . . . . . . 23
Article L As of Transactions . . . . . . . . . . . . . . 23
Article M Term and Termination of Agreement. . . . . . . 26
Article N Notice . . . . . . . . . . . . . . . . . . . . 26
Article O Assignment . . . . . . . . . . . . . . . . . . 26
Article P Amendment/Interpretive Provisions. . . . . . . 26
Article Q Further Assurances . . . . . . . . . . . . . . 27
Article R Maryland Law to Apply. . . . . . . . . . . . . 27
Article S Merger of Agreement. . . . . . . . . . . . . . 27
Article T Counterparts . . . . . . . . . . . . . . . . . 27
Article U The Parties. . . . . . . . . . . . . . . . . . 27
Article V Directors, Trustees, Shareholders and Massachusetts
Business Trust . . . . . . . . . . . . . . . . 28
Article W Captions . . . . . . . . . . . . . . . . . . . 28
PAGE 4
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the first day of January, 1994, by and
between T. ROWE PRICE SERVICES, INC., a Maryland corporation
having its principal office and place of business at 100 East
Pratt Street, Baltimore, Maryland 21202 ("Price Services"), and
EACH FUND WHICH IS LISTED ON APPENDIX A (as such Appendix may be
amended from time to time) and which evidences its agreement to
be bound hereby by executing a copy of this Agreement (each such
Fund individually hereinafter referred to as "the Fund", whose
definition may be found in Article U);
WHEREAS, the Fund desires to appoint Price Services as its
transfer agent, dividend disbursing agent and agent in connection
with certain other activities, and Price Services desires to
accept such appointment;
WHEREAS, Price Services represents that it is registered
with the Securities and Exchange Commission as a Transfer Agent
under Section 17A of the Securities Exchange Act of 1934 ("'34
Act") and will notify each Fund promptly if such registration is
revoked or if any proceeding is commenced before the Securities
and Exchange Commission which may lead to such revocation;
WHEREAS, certain of the Funds are named investment options
under various tax-sheltered retirement plans including, but not
limited to, individual retirement accounts, simplified employee
pension 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");
PAGE 5
WHEREAS, Price Services has the capability of providing
special services, on behalf of the Funds, for the accounts of
shareholders participating in these Retirement Plans ("Retirement
Accounts").
WHEREAS, Price Services may subcontract or jointly contract
with other parties, on behalf of the Funds, including, but not
limited to, DST, SRI, Moore Business Forms, Boston Financial Data
Services, Inc., and the 440 Financial Group, to perform certain
of the functions and services described herein including services
to Retirement Plans and Retirement Accounts. Price Services may
also enter into, on behalf of the Funds, certain banking
relationships to perform various banking services including, but
not limited to, check deposits, check disbursements, automated
clearing house transactions ("ACH") and wire transfers. Subject
to guidelines mutually agreed upon by the Funds and Price
Services, excess balances, if any, resulting from these banking
relationships will be invested and the income therefrom will be
used to offset fees which would otherwise be charged to the Funds
under this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
A. Terms of Appointment
Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints Price Services to
act, and Price Services agrees to act, as the Fund's transfer
agent, dividend disbursing agent and agent in connection with:
(1) the Fund's authorized and issued shares of its common stock
or shares of beneficial interest (all such stock and shares to be
PAGE 6
referred to as "Shares"); (2) any accumulation, open-account or
similar plans provided to the shareholders of the Fund
("Shareholders"), including, without limitation, any periodic
investment plan or periodic withdrawal program; and (3) certain
Retirement Plan and Retirement Accounts as agreed upon by the
parties.
The parties to the Agreement hereby acknowledge that from
time to time, Price Services and T. Rowe Price Trust Company may
enter into contracts ("Other Contracts") with employee benefit
plans and/or their sponsors for the provision of certain plan
participant services to Retirement Plans and Retirement Accounts.
Compensation paid to Price Services pursuant to this Agreement
is with respect to the services described herein and not with
respect to services provided under Other Contracts.
B. Duties of Price Services
Price Services agrees that it will perform the following
services:
1. Receipt of Orders/Payments
Receive for acceptance, orders/payments for the
purchase of Shares and promptly deliver payment and
appropriate documentation thereof to the authorized
custodian of the Fund (the "Custodian"). Upon receipt of
any check or other instrument drawn or endorsed to it as
agent for, or identified as being for the account of, the
Fund, Price Services will process the order as follows:
o Examine the check to determine if the check conforms to
the Funds' acceptance procedures (including certain
third-party check procedures). If the check conforms,
PAGE 7
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);
o 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 relating to payments so received by it;
o Maintain a record of all unpaid purchases and report
such information to the Fund daily;
o Process periodic payment orders, as authorized by
investors, in accordance with the payment procedures
for pre-authorized checking ("PAC") and ACH purchases
mutually agreed upon by both parties;
o Receive monies from Retirement Plans and determine the
proper allocation of such monies to the Retirement
Accounts based upon instructions received from
Retirement Plan participants or Retirement Plan
administrators ("Administrators"); and
PAGE 8
o Process telephone orders for purchases of Fund shares
from the Shareholder's bank account (via wire or ACH)
to the Fund in accordance with procedures mutually
agreed upon by both parties.
Upon receipt of funds through the Federal Reserve Wire
System that are designated for purchases in Funds which
declare dividends at 12:00 p.m. (or such time as set forth
in the Fund's current prospectus), Price Services shall
promptly notify the Fund and the Custodian of such deposit.
2. Redemptions
Receive for acceptance redemption requests, including
telephone redemptions and requests received from
Administrators for distributions to participants or their
designated beneficiaries or for payment of fees due the
Administrator or such other person, including Price
Services, and deliver the appropriate documentation
thereofto 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 Section 7 hereof:
o Examine the redemption request and, for written
redemptions, the supporting documentation, to determine
that the request is in good order and all requirements
have been met;
o Notify the Fund on the next business day of the total
number of Shares presented and covered by all such
requests;
PAGE 9
o As set forth in the prospectus of the Fund, and in any
event, on or prior to the seventh (7th) calendar day
succeeding any such request for redemption, Price
Services shall, from funds available in the accounts
maintained by Price Services as agent for the Funds,
pay the applicable redemption price in accordance with
the current prospectus of the Fund, to the investor,
participant, beneficiary, Administrator or such other
person, as the case may be;
o If any request for redemption does not comply with the
Fund's requirements, 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;
o Make such withholdings as may be required under
applicable Federal and State tax law;
o In the event redemption proceeds for the payment of
fees are to be wired through the Federal Reserve Wire
System or by bank wire, Price Services shall cause such
proceeds to be wired in Federal funds to the bank
account designated; and
o 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.
PAGE 10
Procedures and requirements for effecting and accepting
redemption orders from investors by telephone, Tele*Access,
Mailgram, or written instructions 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
cancellation of surrendered certificates, if any, to credit
a like amount of Shares to the transferee and to
countersign, issue and deliver new certificates, if
requested, for those Funds issuing certificates.
4. Confirmations
Mail all confirmations and other enclosures requested
by the Fund to the shareholder, and in the case of
Retirement Accounts, to the Administrators, as may be
required by the Funds or by applicable Federal or state law.
5. Issuance of Share Certificates
o Those Funds which issue stock certificates shall supply
Price Services with a sufficient supply of blank stock
certificates and shall renew such supply upon request
of Price Services. Such blank stock certificates shall
PAGE 11
be properly signed, manually or facsimile, if
authorized by the Fund, and shall bear the seal or
facsimile thereof of the Fund; and notwithstanding the
death, resignation or removal of any officers of the
Fund authorized to sign certificates of stock, on
behalf of the Fund, Price Services may continue to
countersign certificates which bear the manual or
facsimile signature of such officer until otherwise
directed by the Fund.
o If an investor requests a share certificate of a Fund
which issues stock certificates (except shares in
Retirement Plans and Retirement Accounts which will be
non certificated), Price Services will countersign and
mail by first class mail, a share certificate to the
investor at his address as set forth on the transfer
books of the Fund, subject to any other instructions
for delivery of certificates which the Fund may give to
Price Services with respect to certificates
representing newly purchased Shares.
6. 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.
PAGE 12
7. Redemption of Shares under Ten Day Hold
o Uncollected Funds
Shares purchased by personal, corporate, or
governmental check, or by ACH will be considered
uncollected until the tenth calendar date following the
trade date of the trade ("Uncollected Funds");
o Good Funds
Share purchased by treasurer's, cashier, certified, or
official check, or by wire transfer will be considered
collected immediately ("Good Funds"). Absent
information to the contrary (i.e., notification from
the payee institution), Uncollected Funds will be
considered Good Funds on the tenth calendar day
following trade date.
o Redemption of Uncollected Funds
o Shareholders making telephone requests for
redemption of shares purchased with Uncollected
Funds will be given two options:
1. The Shareholder will be permitted to exchange
to a money market fund to preserve principal until
the funds are deemed Good Funds,
2. The redemption can be processed utilizing the
same procedures for written redemptions described
below.
o 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
PAGE 13
the information relative to the payment necessary
to determine when the payment becomes Good Funds.
The redemption will be processed in accordance
with normal procedures, and the proceeds will be
held until confirmation that the payment is Good
Funds. On the seventh (7th) calendar day after
trade date, and each day thereafter until either
confirmation is received or the tenth (10th)
calendar day, Price Services will call the paying
institution to request confirmation that the check
or ACH in question has been paid. On the tenth
calendar day after trade date, the redemption
proceeds will be released, regardless of whether
confirmation has been received.
o Checkwriting Redemptions.
o Daily, all checkwriting redemptions $10,000 and
over reported as Uncollected Funds or insufficient
funds will be reviewed. An attempt will be made
to contact the shareholder to make good the funds
(through wire, exchange, transfer). Generally by
12:00 p.m. the same day, if the matter has not
been resolved, the redemption request will be
rejected and the check returned to the
Shareholder.
o All checkwriting redemptions under $10,000
reported as Uncollected or insufficient funds will
PAGE 14
be rejected and the check returned to the
Shareholder.
o Confirmations of Available Funds
The Fund expects that situations may develop whereby it
would be beneficial to determine if a person who has
placed an order for Shares has sufficient funds in his
or her checking account to cover the payment for the
Shares purchased. When this situation occurs, Price
Services may call the bank in question and request that
it confirm that sufficient funds to cover the purchase
are currently credited to the account in question.
Price Services will maintain written documentation or a
recording of each telephone call which is made under
the procedures outlined above. None of the above
procedures shall preclude Price Services from inquiring
as to the status of any check received by it in payment
for the Fund's Shares as Price Services may deem
appropriate or necessary to protect both the Fund and
Price Services. If a conflict arises between Section 2
and this Section 7, Section 7 will govern.
8. Dividends, Distributions and Other Corporate Actions
o The Fund will promptly inform Price Services of the
declaration of any dividend, distribution, stock split
or any other distributions of a similar kind on account
of its Capital Stock.
PAGE 15
o 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 before the payment date of such
distribution, it shall instruct the Custodian to make
available to Price Services sufficient funds for the
cash amount to be paid out. If an investor is entitled
to receive additional Shares by virtue of any such
distribution or dividend, appropriate credits will be
made to his or her account.
9. Unclaimed Payments and Certificates
In accordance with procedures agreed upon by both
parties, report abandoned property to appropriate state and
governmental authorities of the Fund. Price Services shall,
90 days prior to the annual reporting of abandoned property
to each of the states, make reasonable attempts to locate
Shareholders for which (a) checks or share certificates have
been returned; (b) for which accounts have aged outstanding
checks; or (c) accounts with unissued shares that have been
coded with stop mail and meet the dormancy period guidelines
specified in the individual states. Price Services shall
PAGE 16
make reasonable attempts to contact shareholders for those
accounts which have significant aged outstanding checks.
10. Books and Records
Maintain records showing for each Shareholder's
account, Retirement Plan or Retirement Account, as the case
may be, the following:
o Names, address and tax identification number;
o Number of Shares held;
o Certain historical information regarding the
account of each Shareholder, including dividends
and distributions distributed in cash or invested
in Shares;
o Pertinent information regarding the establishment
and maintenance of Retirement Plans and Retirement
Accounts necessary to properly administer each
account;
o 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;
o Any stop or restraining order placed against a
Shareholder's account;
o Information with respect to withholdings on
domestic and foreign accounts;
o Any instructions from a Shareholder including, all
forms furnished by the Fund and executed by a
PAGE 17
Shareholder with respect to (i) dividend or
distribution elections, and (ii) elections with
respect to payment options in connection with the
redemption of Shares;
o Any correspondence relating to the current
maintenance of a Shareholder's account;
o Certificate numbers and denominations for any
Shareholder holding certificates;
o Any information required in order for Price
Services to perform the calculations contemplated
under this Agreement.
Price Services shall maintain files and furnish
statistical and other information as required under this
Agreement and as may be agreed upon from time to time by
both parties or required by applicable law. However, Price
Services reserves the right to delete, change or add any
information to the files maintained; provided such
deletions, changes or additions do not contravene the terms
of this Agreement or applicable law and do not materially
reduce the level of services described in this Agreement.
Price Services shall also use its best efforts to obtain
additional statistical and other information as each Fund
may reasonably request for additional fees as may be agreed
to by both parties.
Any such records maintained pursuant to Rule 31a-1
under the Investment Company Act of 1940 ("the Act") will be
PAGE 18
preserved for the periods and maintained in a manner
prescribed in Rule 31a-2 thereunder. Disposition of such
records after such prescribed periods shall be as mutually
agreed upon by the Fund and Price Services. The retention
of such records, which may be inspected by the Fund at
reasonable times, shall be at the expense of the Fund. All
records maintained by Price Services in connection with the
performance of its duties under this Agreement will remain
the property of the Fund and, in the event of termination of
this Agreement, will be delivered to the Fund as of the date
of termination or at such other time as may be mutually
agreed upon.
All books, records, information and data pertaining to
the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of
this Agreement shall remain confidential, and shall not be
voluntarily disclosed to any other person, except after
prior notification to and approval by the other party
hereto, which approval shall not be unreasonably withheld
and may not be withheld where Price Services or the Fund may
be exposed to civil or criminal contempt proceedings for
failure to comply; when requested to divulge such
information by duly constituted governmental authorities; or
after so requested by the other party hereto.
11. Authorized Issued and Outstanding Shares
Record the issuance of Shares of the Fund and maintain,
pursuant to Rule 17Ad-10(e) of the '34 Act, a record of the
total number of Shares of the Fund which are authorized,
PAGE 19
issued and outstanding, based upon data provided to it by
the Fund. Price Services shall also provide the Fund on a
regular basis the total number of Shares which are
authorized and issued and outstanding. Price Services shall
have no obligation, when recording the issuance of Shares,
to monitor the issuance of such Shares or to take cognizance
of any laws relating to the issuance or sale of such Shares.
12. Tax Information
Prepare and file with the Internal Revenue Service and
with other appropriate state agencies and, if required, mail
to investors, those returns for reporting dividends and
distributions paid as required to be so filed and mailed,
and shall withhold such sums required to be withheld under
applicable Federal and state 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.
13. Information to be Furnished to the Fund
Furnish to the Fund such information as may be agreed
upon between the Fund and Price Services including any
information that the Fund and Price Services agree is
necessary to the daily operations of the business.
PAGE 20
14. Correspondence
Promptly and fully answer correspondence from
shareholders and Administrators relating to Shareholder
Accounts, Retirement Accounts, transfer agent procedures,
and such other correspondence as may from time to time be
mutually agreed upon with the Funds. Unless otherwise
instructed, copies of all correspondence will be retained by
Price Services in accordance with applicable law and
procedures.
15. Lost or Stolen Securities
Pursuant to Rule 17f-1 of the '34 Act, report to the
Securities Information Center and/or the FBI or other
appropriate person on Form X-17-F-1A all lost, stolen,
missing or counterfeit securities. Provide any other
services relating to lost, stolen or missing securities as
may be mutually agreed upon by both parties.
16. Telephone Services
Maintain a Telephone Servicing Staff of representatives
("Representatives") sufficient to timely respond to all
telephonic inquiries reasonably foreseeable. The
Representatives will also effect telephone purchases,
redemptions, exchanges, and other transactions mutually
agreed upon by both parties, for those Shareholders who have
authorized telephone services. The Reprentatives shall
require each Shareholder effecting a telephone transaction
to properly identify themself before the transaction is
effected, in accordance with procedures agreed upon between
by both parties. Procedures for processing telephone
PAGE 21
transactions will be mutually agreed upon by both parties.
Price Services will also be responsible for providing
Tele*Access, PC*Access and such other Services as may be
offered by the Funds from time to time. Price Services will
maintain a special Shareholder Servicing staff to service
certain Shareholders with substantial relationships with the
Funds.
17. Proxies
Monitor the mailing of proxy cards and other material
supplied to it by the Fund in connection with Shareholder
meetings of the Fund and shall coordinate the receipt,
examination and tabulation of returned proxies and the
certification of the vote to the Fund.
18. Form N-SAR
Maintain such records, if any, as shall enable the Fund
to fulfill the requirements of Form N-SAR.
19. Cooperation With Accountants
Cooperate with each Fund's independent public
accountants and take all reasonable action in the
performance of its obligations under the Agreement to assure
that the necessary information is made available to such
accountants for the expression of their opinion without any
qualification as to the scope of their examination,
including, but not limited to, their opinion included in
each such Fund's annual report on Form N-SAR and annual
amendment to Form N-1A.
PAGE 22
20. Blue Sky
Provide to the Fund or its agent, on a daily, weekly,
monthly and quarterly basis, and for each state in which the
Fund's Shares are sold, sales reports and other materials
for blue sky compliance purposes as shall be agreed upon by
the parties.
21. Other Services
Provide such other services as may be mutually agreed
upon between Price Services and the Fund.
22. Fees and Out-of-Pocket Expenses
Each Fund shall pay to Price Services and/or its agents
for its Transfer Agent Services hereunder, fees computed as
set forth in Schedule A attached. Except as provided below,
Price Services will be responsible for all expenses relating
to the providing of Services. Each Fund, however, will
reimburse Price Services for the following out-of-pocket
expenses and charges incurred in providing Services:
o Postage. The cost of postage and freight for
mailing materials to Shareholders and Retirement
Plan participants, or their agents, including
overnight delivery, UPS and other express mail
services and special courier services required to
transport mail between Price Services locations
and mail processing vendors.
o 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
PAGE 23
of returned proxies and the certification of the
vote to the Fund.
o Communications
o Print. The printed forms used internally and
externally for documentation and processing
Shareholder and Retirement Plan participant,
or their agent's inquiries and requests;
paper and envelope supplies for letters,
notices, and other written communications
sent to Shareholders and Retirement Plan
participants, or their agents.
o Print & Mail House. The cost of internal
and third party printing and mail house
services, including printing of statements
and reports.
o Voice and Data. The cost of equipment
(including associated maintenance), supplies
and services used for communicating to and
from the Shareholders of the Fund and
Retirement Plan participants, or their
agents, the Fund's transfer agent, other Fund
offices, and other agents of either the Fund
or Price Services. These charges shall
include:
o telephone toll charges (both incoming
and outgoing, local, long distance and
mailgrams); and
PAGE 24
o data and telephone lines and associated
equipment such as modems, multiplexers,
and facsimile equipment.
o Record Retention. The cost of maintenance
and supplies used to maintain, microfilm,
copy, record, index, display, retrieve, and
store, in microfiche or microfilm form,
documents and records.
o Disaster Recovery. The cost of services,
equipment, facilities and other charges
necessary to provide disaster recovery for
any and all services listed in this
Agreement.
Out-of-pocket costs will be billed at cost to the
Funds. Allocation of monthly costs among the Funds will
generally be made based upon the number of Shareholder and
Retirement Accounts serviced by Price Services each month. Some
invoices for these costs will contain costs for both the Funds
and other funds serviced by Price Services. These costs will be
allocated based on a reasonable allocation mehodology. Where
possible, such as in the case of inbound and outbound WATS
charges, allocation will be made on the actual distribution or
usage.
C. Representations and Warranties of Price Services
Price Services represents and warrants to the Fund that:
1. It is a corporation duly organized and existing and in
good standing under the laws of Maryland;
PAGE 25
2. It is duly qualified to carry on its business in
Maryland and California;
3. It is empowered under applicable laws and by its
charter and by-laws to enter into and perform this
Agreement;
4. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
5. It is registered with the Securities and Exchange
Commission as a Transfer Agent pursuant to Section 17A of
the '34 Act; and
6. It has and will continue to have access to the
necessary facilities, equipment and personnel to perform its
duties and obligations under this Agreement.
D. Representations and Warranties of the Fund
The Fund represents and warrants to Price Services that:
1. It is a corporation or business trust duly organized
and existing and in good standing under the laws of Maryland
or Massachusetts, as the case may be;
2. It is empowered under applicable laws and by its
Articles of Incorporation or Declaration of Trust, as the
case may be, and By-Laws to enter into and perform this
Agreement;
3. All proceedings required by said Articles of
Incorporation or Declaration of Trust, as the case may be,
and By-Laws have been taken to authorize it to enter into
and perform this Agreement;
4. It is an investment company registered under the Act;
and
PAGE 26
5. A registration statement under the Securities Act of
1933 ("the '33 Act") is currently effective and will remain
effective, and appropriate state securities law filings have
been made and will continue to be made, with respect to all
Shares of the Fund being offered for sale.
E. Standard of Care/Indemnification
Notwithstanding anything to the contrary in this Agreement:
1. Price Services shall not be liable to any Fund for any
act or failure to act by it or its agents or subcontractors
on behalf of the Fund in carrying or attempting to carry out
the terms and provisions of this Agreement provided Price
Services has acted in good faith and without negligence or
willful misconduct and selected and monitored the
performance of its agents and subcontractors with reasonable
care.
2. The Fund shall indemnify and hold Price Services
harmless from and against all losses, costs, damages,
claims, actions and expenses, including reasonable expenses
for legal counsel, incurred by Price Services resulting
from: (i) any action or omission by Price Services or its
agents or subcontractors in the performance of their duties
hereunder; (ii) Price Services acting upon instructions
believed by it to have been executed by a duly authorized
officer of the Fund; or (iii) Price Services acting upon
information provided by the Fund in form and under policies
agreed to by Price Services and the Fund. Price Services
shall not be entitled to such indemnification in respect of
actions or omissions constituting negligence or willful
PAGE 27
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 L 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 Services or which result from
Price Services' failure to exercise reasonable care in
selecting or monitoring the performance of its agents or
subcontractors. The Fund shall not be entitled to such
indemnification in respect of actions or omissions
constituting negligence or willful misconduct of such Fund
or its agents or subcontractors; unless such negligence or
misconduct is attributable to Price Services.
4. In 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.
5. In order that the indemnification provisions contained
in this Article E shall apply, upon the assertion of a claim
for which either party may be required to indemnify the
other, the party seeking indemnification shall promptly
notify the other party of such assertion, and shall keep the
PAGE 28
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.
F. 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's 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.
G. Documentation
o As requested by Price Services, the Fund shall promptly
furnish to Price Services the following:
o A certified copy of the resolution of the
Directors/Trustees of the Fund authorizing the
appointment of Price Services and the execution
and delivery of this Agreement;
PAGE 29
o 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;
o 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;
o All account application forms and other documents
relating to Shareholders' accounts;
o 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
o 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.
o As requested by Price Services, the Fund will also furnish
from time to time the following documents:
o Each resolution of the Board of Directors/Trustees of
the Fund authorizing the original issue of its Shares;
PAGE 30
o Each Registration Statement filed with the Securities
and Exchange Commission and amendments and orders
thereto in effect with respect to the sale of Shares
with respect to the Fund;
o A certified copy of each amendment to the Articles of
Incorporation or Declaration of Trust, and the By-Laws
of the Fund;
o Certified copies of each vote of the Board of
Directors/Trustees authorizing officers to give
instructions to the Transfer Agent;
o Specimens of all new certificates accompanied by the
Board of Directors/Trustees' resolutions approving such
forms;
o Such other documents or opinions which Price Services,
in its discretion, may reasonably deem necessary or
appropriate in the proper performance of its duties;
and
o Copies of new prospectuses issued.
Price Services hereby agrees to establish and maintain
facilities and procedures reasonably acceptable to the Fund for
safekeeping of stock certificates, check forms and facsimile
signature imprinting devices, if any; and for the preparation or
use, and for keeping account of, such certificates, forms and
devices.
H. References to Price Services
Each Fund agrees not to circulate any printed matter which
contains any reference to Price Services without the prior
PAGE 31
approval of Price Services, excepting solely such printed matter
that merely identifies Price Services as agent of the Fund. The
Fund will submit printed matter requiring approval to Price
Services in draft form, allowing sufficient time for review by
Price Services and its legal counsel prior to any deadline for
printing.
I. 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 '34
Act, the '33 Act, and any other laws, rules and regulations of
governmental authorities having jurisdiction over the Fund.
Price Services shall be responsible for complying with all laws,
rules and regulations of governmental authorities having
jurisdiction over transfer agents and their activities.
J. Ownership of Software and Related Material
All computer programs, magnetic tapes, written procedures
and similar items purchased and/or developed and used by Price
Services in performance of the Agreement shall be the property of
Price Services and will not become the property of the Fund.
K. 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.
PAGE 32
L. As Of Transactions
For purposes of this Article L, 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.
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.
o Reporting
Price Services shall:
1. Utilize a system to identify all Transactions, and
shall compute the net effect of such Transactions upon
the Fund on a daily, monthly and rolling 365 day basis.
The monthly and rolling 365 day periods are hereafter
referred to as "Cumulative".
2. Supply to the Fund, from time to time as mutually
agreed upon, a report summarizing the Transactions and
the daily and Cumulative net effects of such
Transactions both in terms of aggregate dilution and
loss ("Dilution") or gain and negative dilution
("Gain") experienced by the Fund, and the impact such
Gain or Dilution has had upon the Fund's net asset
value per Share.
PAGE 33
3. With respect to any Transaction which causes
Dilution to the Fund of $25,000 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").
o Liability
1. It will be the normal practice of the Funds not to
hold Price Services liable with respect to any
Transaction which causes Dilution to any single Fund of
less than $25,000. Price Services will, however,
closely monitor for each Fund the daily and Cumulative
Gain/Dilution which is caused by Transactions of less
than $25,000. When the Cumulative Dilution to any Fund
exceeds 3/10 of 1% per share, Price Services, in
consultation with counsel to the Fund, will make
appropriate inquiry to determine whether it should take
any remedial action. Price Services will report to the
Board of Directors/Trustees of the Fund ("Board") any
action it has taken.
2. Where a Transaction causes Dilution to a Fund of
$25,000 or more ("Significant Transaction"), Price
Services will review with counsel to the Fund the
Report and the circumstances surrounding the underlying
PAGE 34
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. All
such Significant Transactions will be reported to the
Board at its next meeting (unless the settlement fully
compensates the Fund for any Dilution). Any
Significant Transaction, however, causing Dilution in
excess of the lesser of $100,000 or a penny per Share
will be promptly reported to the Board. Settlement
will not be entered into with Price Services until
approved by the Board. The factors the Board would be
expected to consider in making any determination
regarding the settlement of a Significant Transaction
would include but not be limited to:
o Procedures and controls adopted by Price Services
to prevent "As Of" processing;
o Whether such procedures and controls were being
followed at the time of the Significant
Transaction;
o The absolute and relative volume of all
transactions processed by Price Services on the
day of the Significant Transaction;
PAGE 35
o 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;
o The prior response of Price Services to
recommendations made by the Funds regarding
improvement to the Transfer Agent's "As Of"
Processing Procedures.
M. Term and Termination of Agreement
o 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.
o This Agreement may be terminated by the Fund upon one
hundred twenty (120) days' written notice to Price Services;
and by Price Services, upon three hundred sixty-five (365)
days' writing notice to the Fund.
o Upon termination hereof, the Fund shall pay to Price
Services such compensation as may be due as of the date of
such termination, and shall likewise reimburse for out-of-
pocket expenses related to its services hereunder.
N. 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
PAGE 36
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.
O. Assignment
Neither this Agreement nor any rights or obligations
hereunder may be assigned either voluntarily or involuntarily, by
operation of law or otherwise, by either party without the prior
written consent of the other party, provided this shall not
preclude Price Services from employing such agents and
subcontractors as it deems appropriate to carry out its
obligations set forth hereunder.
P. Amendment/Interpretive Provisions
The parties by mutual written agreement may amend this
Agreement at any time. In addition, in connection with the
operation of this Agreement, Price Services and the Fund may
agree from time to time on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their
joint opinion be consistent with the general tenor of this
Agreement. Any such interpretive or additional provisions are to
be signed by all parties and annexed hereto, but no such
provision shall contravene any applicable Federal or state law or
regulation and no such interpretive or additional provision shall
be deemed to be an amendment of this Agreement.
Q. Further Assurances
Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the
purposes hereof.
PAGE 37
R. Maryland Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of Maryland.
S. Merger of Agreement
This Agreement, including the attached Appendices and
Schedules supersedes any prior agreement with respect to the
subject hereof, whether oral or written.
T. 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.
U. The Parties
All references herein to "the Fund" are to each of the Funds
listed on Appendix A individually, as if this Agreement were
between such individual Fund and Price Services. In the case of
a series Fund or trust, all references to "the Fund" are to the
individual series or portfolio of such Fund or trust, or to such
Fund or trust on behalf of the individual series or portfolio, as
appropriate. The "Fund" also includes any T. Rowe Price Funds
which may be established after the execution of this Agreement.
Any reference in this Agreement to "the parties" shall mean Price
Services and such other individual Fund as to which the matter
pertains.
V. 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
PAGE 38
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.
W. 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.
PAGE 39
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.
DATED: 2/18/94 T. ROWE PRICE SERVICES, INC.
ATTEST:
/s/Barbara A. VanHorn /s/Mark E. Rayford
____________________ BY:___________________________
Barbara A. VanHorn Mark E. Rayford
T. ROWE PRICE ADJUSTABLE RATE U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE DIVIDEND GROWTH FUND, INC
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
PAGE 40
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Fund
T. Rowe Price Latin America Fund
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Money Fund
Virginia Tax-Free Money Fund
Florida Insured Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
Summit Cash Reserves Fund
Summit Limited-Term Bond Fund
Summit GNMA Fund
PAGE 41
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
Summit Municipal Money Market Fund
Summit Municipal Intermediate Fund
Summit Municipal Income Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND,INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INSURED INTERMDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
DATED: 2/16/94
ATTEST:
/s/Lenora V. Hornung /s/Carmen F. Deyesu
_________________________ BY:__________________________
Lenora V. Hornung Carmen F. Deyesu
PAGE 42
APPENDIX A
The following Funds are parties to this Agreement, and have so
indicated their intention to be bound by such Agreement by
executing the Agreement on the dates indicated thereon.
T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price California Tax-Free Income Trust on behalf of the
California Tax-Free Bond Fund and
California Tax-Free Money Fund
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price GNMA Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Index Trust, Inc. on behalf of the
T. Rowe Price Equity Index Fund
T. Rowe Price Institutional International Funds, Inc. on behalf
of the
Foreign Equity Fund
T. Rowe Price International Funds, Inc. on behalf of the
T. Rowe Price International Bond Fund and
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Fund
T. Rowe Price Latin America Fund
T. Rowe Price Mid-Cap Growth Fund
PAGE 43
T. Rowe Price New America Growth Fund
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Prime Reserve Fund, Inc.
T. Rowe Price OTC Fund, Inc.
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Spectrum Fund, Inc. on behalf of the
Spectrum Growth Fund
Spectrum Income Fund
T. Rowe Price State Tax-Free Income Trust on behalf of the
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Georgia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
T. Rowe Price Tax-Exempt Money Fund, Inc.
T. Rowe Price Tax-Free High Yield Fund, Inc.
T. Rowe Price Tax-Free Income Fund, Inc.
T. Rowe Price Tax-Free Insured Intermediate Bond Fund, Inc.
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc.
T. Rowe Price U.S. Treasury Funds, Inc. on behalf of the
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. Rowe Price Summit Funds, Inc. on behalf of the
Summit Cash Reserves Fund
Summit Limited-Term Bond Fund
Summit GNMA Fund
PAGE 44
T. Rowe Price Summit Municipal Funds, Inc. on behalf of the
Summit Municipal Money Market Fund
Summit Municipal Intermediate Fund
Summit Municipal Income Fund
PAGE 45
SCHEDULE A - FEE SCHEDULE
Effective January 1, 1994 to December 31, 1994,
For the account of:
THE T. ROWE PRICE FUNDS
EQUITY FUNDS
T. Rowe Price New American Growth Fund
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price New Era Fund, Inc.
T. Rowe Price International Stock Fund
T. Rowe Price Equity Income Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Science & Technology Fund, Inc.
T. Rowe Price Small Capital Value Fund, Inc.
T. Rowe Price International Discovery Fund
Foreign Equity Fund
T. Rowe Price Equity Index Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Spectrum Growth Fund
T.Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Mid-Cap Growth Fund, Inc.
T. Rowe Price Over-the-Counter Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
BOND FUNDS
T. Rowe Price New Income Fund, Inc.
T. Rowe Price Tax-Free Income Fund, Inc.
T. Rowe Price New Jersey Tax-Free Bond Fund
T. Rowe Price Virginia Tax-Free Bond Fund
T. Rowe Price Short Term Bond Fund, Inc.
T. Rowe Price Tax-Free Short Intermediate Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Tax-Free High Yield Fund, Inc.
T. Rowe Price Adjustable Rate U.S. Government Fund, Inc.
T. Rowe Price GNMA Fund
T. Rowe Price New York Tax-Free Bond Fund
T. Rowe Price California Tax-Free Bond Fund
T. Rowe Price International Bond Fund
T. Rowe Price Maryland Short-Term Tax-Free Bond Fund
T. Rowe Price Maryland Tax-Free Bond Fund
T. Rowe Price U.S. Treasury Intermediate Fund
T. Rowe Price U.S. Treasury Long-Term Fund
T. Rowe Price Global Government Bond Fund
PAGE 46
T. Rowe Price Spectrum Income Fund
T. Rowe Price Short-term Global Bond Fund
T. Rowe Price Tax-Free Insured Intermediate Fund, Inc.
T. Rowe Price Georgia Tax-Free Bond Fund
T. Rowe Price Florida Insured Intermediate Tax-Free Fund
T. Rowe Price Summit Limited-Term Bond Fund
T. Rowe Price Summit GNMA Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
Money Market Funds
T. Rowe Price Prime Reserve Fund, Inc.
T. Rowe Price Tax-Exempt Money Fund, Inc.
T. Rowe Price U.S. Treasury Money Fund
T. Rowe Price New York Tax-Free Money Fund
T. Rowe Price California Tax-Free Money Fund
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Municipal Money Market Fund
PAGE 47
The following fees for services provided by T. Rowe Price
Services, Inc. (TRPS) and vendors will be billed by TRPS for
1994:
I. T. Rowe Price Services Maintenance and Transaction Charges -
Billable Monthly
A. Base Fee
1. Per Fund - Beginning January 1, 1994, chargeable at
the rate of $1,000 per month to each Fund shown on the previous
page. The fee is waived for new Funds for the first 6 months
after effective date.
2. Monthly - $5,987,000 payable in twelve monthly
installments of $498,917.
B. Per Account Annual Fee - $3.63 for each Equity, Bond, and
Money Market Account serviced.
The Per Account Annual Fee will be billed monthly at a rate
of 1/12 of the annual fee for each Fund account serviced during
the month. Accounts serviced is defined as all open accounts at
month end plus accounts which closed during the month.
C. Transaction Fees
1. New Account Fees
a. $3.00 for every account opened, including fiduciary
accounts, excluding those opened by exchange and those
established as described in (b) below.
b. A fee of $1.00 will be assessed for accounts
established within the model and list functions programs and
under the agreement that the registrant's name will be quality
controlled subsequent to its establishment.
2. Non-Automated Transactions
a. $1.05 for each non-automated transaction and
maintenance item processed for the Fund Group as a whole during a
month. The non-automated transaction count will include all
manually processed price dependent and maintenance transactions.
Also, the number of new account setups will be excluded from the
number of non-automated transactions.
b. Fee to be charged to the Funds based on each Fund's
number of total non-automated transactions and maintenance.
c. Fee to be billed monthly for that month.
PAGE 48
d. NOTE: The transaction count should not include
correction of transactions caused by non-shareholder
errors.
D. Telephone Fee
Billed at the rate of $5.20 per call for shareholder
servicing calls received in excess of 34,000 calls per
month. Calls received in Retail Services are allocated to
the Funds based on accounts serviced and calls received in
Telephone Services are allocated based on actual calls
received.
E. Items Scanned
$.29 will be billed for each document page scanned. It will
be allocated based on the number of items indexed to each
Fund.
F. Tele*Access
Base fee, per month for all calls is $39,000.
G. Institutional Electronic Interface
Maximum fee calculated is 10 basis points or less per Fund.
10 basis points < $500 million
8 basis points > $500 million < $1 billion
5 basis points > $1 billion < $2 billion
3 basis points > $2 billion
H. Correspondence
$4.20 billed for each shareholder correspondence request
completed in writing or by phone. Allocated to the Funds
based on accounts serviced.
I. Telephone Transaction Fee
Each price dependent transaction initiated through the
Telephone Services Group will be charged $.50.
II. Vendor Fees
A. DST
1. Annual Open Account Fee
a. $1.77 for each Equity Fund account serviced.
b. $4.20 for each Bond Fund account serviced.
c. $4.20 for each Money Market Fund account serviced.
PAGE 49
The Open Account Fee will be billed monthly at a rate of
1/12 of the annual fee for each Fund account serviced during
the month.
2. Closed Account Fee (Annualized)
Payable at an annual rate of $1.44. The Closed Account
Fee will be billed monthly at a rate of 1/12 of the
annual rate and will be charged in the month following
the month during which such account is closed and shall
cease to be charged in the month following the Purge
Date.
3. Fiduciary Sub-Accounting
Payable at the rate of $1.00 per month for each fiduciary
account. Fiduciary accounts closed during the prior year
will not be included as billable items.
4. Annual Base Fee Per Fund
Annual Fee of $7,205.88 will be charged at a monthly rate
of $600.49. The fee is waived for the first six (6)
months after a new Fund is effective. The definition of
new Fund excludes Funds created by mergers, purchases, or
reorganizations.
5. Bank Account Reconciliation System (Comp/Recon)
Annual charge of $120,000 payable at a rate of $10,000
per month.
6. TRAC 2000 - $7.00 per participant, per year
7. Voice Response Unit
a. $500 Set-up Fee will be charged for each investment
company unit.
b. $2,500 Maintenance Fee will be billed each month.
c. $.50 will be billed per call connected to the VRU.
8. Contingent Deferred Sales Charge.
Billed to each Fund utilizing this service at an annual
rate of $1.03 per open account.
B. State Street Bank
1. NSCC Settlements
PAGE 50
a. $11.30 for net redemptions
b. $ 5.14 per net purchases
2. Checkwriting Fees
$.565 for each checkwriting item processed (i.e. those
resulting in either redemptions or returned as non-
processable). This includes signature card maintenance
and verification, manual or special processing of checks,
stop payment processing, settlement functions, and
postage and mailing expenses to return canceled checks to
shareholders.
3. Stop Payments - Redemption/Distribution Accounts
$15.00 for each manual stop payment placed on a
redemption or distribution check.
4. ACH Transactions
$.06 for each ACH transaction processed by the Bank and
submitted to the ACH network.
5. Internal Book Transfers
$1.08 billed for money movement between TRP DDA's at the
Bank. Money is transferred by debit and credit memos.
6. Wire Fees
$4.00 for each incoming, manual, and internal bank
transfer wire; $3.75 for each outgoing transmission wire.
7. Paid checks
$.18 for each paid check processed.
8. DDA Research
$1.03 per request.
9. Special Handling
$2,917 billed per month for the special handling of
checks at Marina Bay.
10. Nightly Audits
$.0285 per page for the audit of the DST nightly update.
PAGE 51
11. VAX Computer Usage
Billed at the rate of $8,318 per month which covers both:
a. System Fee - for use of sub-systems such as capital
stock interface, PDPS, Direct Deposit, etc.
b. Communication Fee - charge for the line, modems, and
statistical multiplexers.
12. Abandoned Property
Services based on the following fee schedule:
a. Administrative charge $125/Fund
b. Processing charges $1.00/account
c. Due Diligence Mailings $1.50/account
d. Labor will be charged based on the number of hours
required.
13. Account maintenance $16.00 per account per month
14. Reporting (SSCAN) for selected accounts - $50.00 per
account per month
15. FDIC Passthrough - charged at prevailing FDIC rates
C. J.P. Morgan Bank
1. Wire Transfer Fees
Annual Account Maintenance $250.00
Annual MORCOM/CASH
First Account $5,000.00
Subsequent Accounts $3,000.00
Batch File Transfer (BFT)
Transmission $15.00 each
(capped at 10 per month)
BFT Per Outgoing Wire
Peak (8 a.m. and 8 p.m.) $0.064
Off Peak (8 p.m. and 8 a.m.) $0.032
Outgoing Wires
Straight-through (Repetive or Freetype)
80% of total volume $3.25
Book Transfer (IBT) $1.50
Repair (Freeform) $7.00
Zero Balance Transfer $1.00
PAGE 52
Incoming Wires
Fed or CHIPS $3.25
Book (IBT) $1.50
FDIC Passthrough - charged at prevailing FDIC rates
2. Controlled Disbursement Fees
Annual Account Maintenance
(capped at 6 accounts) $760.00 per
account
Annual MORCOM Next Day $1,385.00
per account
Annual MORCOM Check $715.00 per
account
Batch File Transfer (BFT)
Transmission (capped at 10 per month) $15.00 each
Same Day Match Pay (Dividend & Redemption Checks)
DCD Match $2,500.00
per account
TRPS Matches .005 per
item
Checks Paid
Up to 500,000 items $0.051
Up to 750,000 items $0.042
Up to 1,000,000 items $0.035
Stops
On-line $3.00
Returned Checks $3.00 per
item
3. The bank may charge interest at a rate in excess of normal
borrowing rates if the TRPS balance is overdrawn or is in a
negative collected balance status.
D. Fleet Bank of Massachusetts
1. Demand Deposit Services
a. Monthly Account Maintenance $13.00/
14.00 in
May
PAGE 53
b. Deposit Ticket $.85
c. Deposited Item Fee (all inclusive) $.054
d. Return of a Deposited Item
Redeposit Fee per deposit $1.00
Per redeposited item $.50
Returned item $3.00
2. Treasury Master System
a. Previous Day Balance Reporting
Monthly module charge $60.00
Per Account $10.00
b. Previous Day Detail
Monthly module charge $70.00
Per Transaction $.10
c. Current Day Detail
Monthly module charge $70.00
Per Transaction $.10
d. Depository Transfer
Monthly module charge $75.00
Per Transfer $.25
e. Money Movers per transfer $.50
f. Wire Transfer no addt'l
charge-
normal wire
fees only
3. Wire Transfer
a. Outgoing Repetitive Wire
Placed prior to 1:00 pm $9.00
Placed after 1:00 pm $10.00
b. Outgoing Non-Repetitive Wire
Placed prior to 1:00 pm $12.00
Placed after 1:00 pm $13.00
c. Incoming Wire $6.00
4. The bank may charge interest at a rate in excess of
normal borrowing rates if the TRPS balance is overdrawn
or is in a negative collected balance status.
5. FDIC Passthrough - charged at prevailing FDIC rates.
E. First National Bank of Maryland
1. Internal Fund Transfer $5.40
2. Returned Items $2.70
PAGE 54
3. Deposit Items Charge
varies
4. Deposit Tickets $.45
5. Return/redeposit items $2.25
6. Deposit Corrections $4.50
7. Check copy $9.00
8. First Facts
CDA Repetitive Wire $4.05
System Reports/Per Module $27.00
Per Report Previous Day $1.80
Per Report Current Day $3.60
9. Account maintenance $11.25
10. Debit item $.54
11. Credit transaction $.54
12. Foreign Deposit $4.50
13. ACH Debit $.117
14. Tax Deposits $.90
15. Film - Monthly $121.50
16. TRPS may be charged interest when TRPS's balance at FNB
is in a negative collected balance status. TRPS may
also receive balance credits on a positive investable
balance
17. FDIC Passthrough charged at prevailing FDIC rates
III. New Funds
Funds added during the term of this contract may have their
Maintenance and Transaction charges and other charges (Section
I) waived for a period of time, as agreed to by TRPS and Fund
Directors, following the establishment of the Fund. Out-of-
pocket expenses will be billed to the Fund from the Fund's
inception.
IN WITNESS WHEREOF, T.Rowe Price Funds and T.Rowe Price Services,
Inc. have agreed upon this fee schedule to be executed in their
names and on their behalf through their duly authorized officers:
T. ROWE PRICE FUNDS T. ROWE PRICE SERVICES, INC.
/s/Carmen F. Deyesu /s/Mark E. Rayford
NAME ____________________ NAME ________________________
Carmen F. Deyesu Mark E. Rayford
TITLE Treasurer TITLE President
DATE 2/16/94 DATE 2/18/94
The Agreement between T. Rowe Price Associates, Inc. and T. Rowe
Price Funds for Fund Accounting Services, dated January 1, 1994,
should be inserted here.
PAGE 1
AGREEMENT
between
T. ROWE PRICE ASSOCIATES, INC.
and
THE T. ROWE PRICE FUNDS
for
FUND ACCOUNTING SERVICES
PAGE 2
TABLE OF CONTENTS
Page
Article A Terms of Appointment/Duties of Price Associates .1
Article B Fees and Out-of-Pocket Expenses . . . . . . . . .2
Article C Representations and Warranties of Price Associates3
Article D Representations and Warranties of the Fund. . . .3
Article E Ownership of Software and Related Material. . . .3
Article F Quality Service Standards . . . . . . . . . . . .4
Article G Standard of Care/Indemnification. . . . . . . . .4
Article H Dual Interests. . . . . . . . . . . . . . . . . .5
Article I Documentation . . . . . . . . . . . . . . . . . .5
Article J Recordkeeping/Confidentiality . . . . . . . . . .5
Article K Compliance with Governmental Rules and Regulations6
Article L Terms and Termination of Agreement. . . . . . . .6
Article M Notice. . . . . . . . . . . . . . . . . . . . . . 6
Article N Assignment. . . . . . . . . . . . . . . . . . . . 7
Article O Amendment/Interpretive Provisions . . . . . . . .7
Article P Further Assurances. . . . . . . . . . . . . . . .7
Article Q Maryland Law to Apply . . . . . . . . . . . . . .7
Article R Merger of Agreement . . . . . . . . . . . . . . .7
Article S Counterparts. . . . . . . . . . . . . . . . . . .8
Article T The Parties . . . . . . . . . . . . . . . . . . . 8
Article U Directors, Trustee and Shareholders and Massachusetts
Business Trust. . . . . . . . . . . . . . . . . .8
PAGE 3
Article V Captions. . . . . . . . . . . . . . . . . . . . . 9
PAGE 4
AGREEMENT made as of the first day of January, 1994, by and
between T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation
having its principal office and place of business at 100 East
Pratt Street, Baltimore, Maryland 21202 ("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;
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 following
Accounting Services:
a. Maintain for each Fund a daily trial balance, a general
ledger, subsidiary records and capital stock accounts;
PAGE 5
b. Maintain for each Fund an investment ledger, including
amortized bond and foreign dollar denominated costs where
applicable;
c. Maintain for each Fund all records relating to the Fund's
income and expenses;
d. Provide for the daily valuation of each Fund's portfolio
securities and the computation of each Fund's daily net
asset value per share. Such daily valuations shall be
made in accordance with the valuation policies established
by each of the Fund's Board of Directors 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;
e. Provide daily cash flow and transaction status information
to each Fund's adviser;
f. Prepare for each Fund such financial information that is
reasonably necessary for shareholder reports, reports to
PAGE 6
the Board of Directors and to the officers of the Fund,
and reports to the Securities and Exchange Commission and
the Internal Revenue Service and other Federal and state
regulatory agencies;
g. 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;
h. Maintain for each Fund all records that may be reasonably
required in connection with the audit performed by each
Fund's independent accountant, the Securities and Exchange
Commission, the Internal Revenue Service or such other
Federal or state regulatory agencies; and
i. Cooperate with each Fund's independent public accountants
and take all reasonable action in the performance of its
obligations under the Agreement to assure that the
necessary information is made available to such
accountants for the expression of their opinion without
any qualification as to the scope of their examination
including, but not limited to, their opinion included in
each such Fund's annual report on Form N-SAR and annual
amendment to Form N-1A.
B. Fees and Out-of-Pocket Expenses
Each Fund shall pay to Price Associates for its Accounting
Services hereunder, fees as set forth in the Schedule attached
hereto. In addition, each Fund will reimburse Price Associates
PAGE 7
for out-of-pocket expenses such as postage, printed forms, voice
and data transmissions, record retention, disaster recovery,
third party vendors, equipment leases and other similar items as
may be agreed upon between Price Associates and the Fund. Some
invoices will contain costs for both the Funds and other funds
services by Price Associates. In these cases, a reasonable
allocation methodogy will be used to allocate these costs to the
Funds.
C. Representations and Warrantees of Price Associates
Price Associates represents and warrants to the Fund that:
1. It is a corporation duly organized and existing in good
standing under the laws of Maryland.
2. It is duly qualified to carry on its business in Maryland.
3. It is empowered under applicable laws and by its charter
and By-Laws to enter into and perform this Agreement.
4. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
5. It 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 Warrantees of the Fund
The Fund represents and warrants to Price Associates that:
1. It 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.
PAGE 8
2. It is empowered under applicable laws and by its Articles
of Incorporation or Declaration of Trust, as the case may be, and
By-Laws have been taken to authorize it to enter into and perform
this Agreement.
3. All proceedings required by said Articles of Incorporation
or Declaration of Trust, as the case may be, and By-Laws have
been taken to authorize it to enter into and perform this
Agreement.
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 the 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. Price Associates 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 the Agreement provided Price Associates
has acted in good faith and without negligence or willful
misconduct and selected and monitored the performance of its
agents and subcontractors with reasonable care.
PAGE 9
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.
PAGE 10
4. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of
God, strikes or other causes reasonably beyond its 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.
5. In order that the indemnification provisions contained in
this Article F 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.
H. Dual Interests
It is understood that some person or persons may be
directors, officers, or shareholders of both the Fund and Price
PAGE 11
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 Act") and the Securities
Exchange Act of 1934 ("the '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
PAGE 12
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
'34 Act, the Securities Act of 1933 (the "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' writing
notice to the Fund.
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
PAGE 13
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.
PAGE 14
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 Appendices and
Schedules 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, as if this Agreement were
between such individual Fund and Price Associates. In the case
of a series Fund or trust, all references to "the Fund" are to
the individual series or portfolio of such Fund or trust, or to
such Fund or trust on behalf of the individual series or
portfolio, as appropriate. The "Fund" also includes any T. Rowe
Price Funds which may be established after the execution of this
PAGE 15
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.
PAGE 16
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.
DATED: 2/22/94 T. ROWE PRICE ASSOCIATES, INC.
ATTEST:
/s/Barbara A. VanHorn /s/Alvin M. Younger
_________________________ BY:___________________________
Barbara A. VanHorn Managing Director
PAGE 17
T. ROWE PRICE ADJUSTABLE RATE U.S.
GOVERNMENT FUND, INC.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME
TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL EQUITY FUND,
INC.
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Fund
T. Rowe Price Latin America Fund
T. ROWE PRICE MID-CAP GROWTH FUND
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
PAGE 18
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND,
INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND,
INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC.
T. ROWE PRICE TAX-FREE INSURED
INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
PAGE 19
T. ROWE PRICE SUMMIT FUNDS, INC.
Summit Cash Reserves Fund
Summit Limited-Term Bond Fund
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
Summit Municipal Money Market Fund
Summit Municipal Intermediate Fund
Summit Municipal Income Fund
DATED: 2/16/94
ATTEST:
/s/Lenora V. Hornung /s/Carmen F. Deyesu
_________________________ BY:______________________________
Lenora V. Hornung Carmen F. Deyesu
PAGE 20
APPENDIX A
The following Funds are parties to this Agreement, and have so
indicated their intention to be bound by such Agreement by
executing the Agreement on the dates indicated thereon.
T. Rowe Price Adjustable Rate U.S.
Government Fund, Inc.
T. Rowe Price Blue Chip Growth Fund, Inc.
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price California Tax-Free Income
Trust on behalf of the
California Tax-Free Bond Fund and
California Tax-Free Money Fund
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price GNMA Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Index Trust, Inc. on behalf
of the T. Rowe Price Equity Index Fund
T. Rowe Price Institutional International
Funds, Inc. on behalf of the
Foreign Equity Fund
T. Rowe Price International Equity Fund,
Inc.
PAGE 21
T. Rowe Price International Funds, Inc.
on behalf of the
T. Rowe Price International Bond Fund and
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery
Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Fund
T. Rowe Price Latin American Fund
T. Rowe Price Mid-Cap Growth Fund
T. Rowe Price New America Growth Fund
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price OTC Fund, Inc.
T. Rowe Price Prime Reserve Fund, Inc.
T. Rowe Price Science & Technology Fund,
Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Spectrum Fund, Inc. on
behalf of the
Spectrum Growth Fund
Spectrum Income Fund
T. Rowe Price State Tax-Free Income Trust
on behalf of the
Maryland Tax-Free Bond Fund,
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund and
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free
Bond Fund
Georgia Tax-Free Bond Fund
PAGE 22
T. Rowe Price Tax-Exempt Money Fund, Inc.
T. Rowe Price Tax-Free Insured
Intermediate Bond Fund, Inc.
T. Rowe Price Tax-Free High Yield Fund,
Inc.
T. Rowe Price Tax-Free Income Fund, Inc.
T. Rowe Price Tax-Free Short-Intermediate
Fund, Inc.
T. Rowe Price U.S. Treasury Funds, Inc.
on behalf of the
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. Rowe Price Summit Funds, Inc. on
behalf of the
Summit Cash Reserves Fund
Summit Limited-Term Bond Fund
Summit GNMA Fund
T. Rowe Price Summit Municipal Funds,
Inc. on behalf of
Summit Municipal Money Market Fund
Summit Municipal Intermediate Fund
Summit Municipal Income Fund
PAGE 23
FUND ACCOUNTING SERVICES
1994 FEE SCHEDULE
A. Fee Structure
1. Base Fee
Domestic Funds $60,000 each
International Funds $100,000 each
Spectrum Funds $35,000 each
Per Fund fee for basic recordkeeping
and financial reporting
2. Individual Fund Fee
Total fees reflecting special $ 883,000
characteristics of each Fund
3. Stock Lending Fee
Allocated to each Fund based $ 75,000
on ratio of net earnings from
stock loans
4. Additional Funds
Domestic Funds $60,000 each
International Funds $100,000 each
Spectrum Funds $35,000 each
B. Total Cost Per Fund
Growth Stock Fund $ 114,000
New Horizons Fund 95,000
Equity Income Fund 85,000
New Era Fund 72,000
International Stock Fund 115,000
Growth & Income Fund 85,000
New America Growth Fund 70,000
Capital Appreciation Fund 85,000
Small-Cap Value Fund 60,000
Foreign Equity Fund 105,000
International Discovery Fund 125,000
Science & Technology Fund 60,000
High Yield Fund 165,000
Tax-Free Income Fund 110,000
New Income Fund 100,000
Tax-Free High Yield Fund 110,000
European Stock Fund 100,000
Equity Index Fund 60,000
PAGE 24
New Asia Fund 110,000
Spectrum Growth Fund 35,000
GNMA Fund 120,000
International Bond Fund 125,000
Balanced Fund 90,000
Maryland Bond Fund 81,000
Tax-Free Short Intermediate Fund 85,000
Short-Term Bond Fund 120,000
California Bond Fund 72,000
New York Bond Fund 72,000
U.S. Treasury Short-Intermediate Fund 60,000
U.S. Treasury Long-Term Bond Fund 60,000
Spectrum Income Fund 35,000
Prime Reserve Fund 85,000
Tax-Exempt Money Fund 93,000
U.S. Treasury Money Fund 60,000
California Money Fund 67,000
New York Money Fund 67,000
Adjustable Rate Government Fund 110,000
Virginia Bond Fund 60,000
New Jersey Bond Fund 60,000
Global Government Bond Fund 100,000
OTC Fund 85,000
Japan Fund 100,000
Mid-Cap Growth Fund 60,000
Short-Term Global Fund 100,000
Maryland Short-Term Tax-Free Bond Fund 60,000
Florida Insured Intermediate Tax-Free Fund 60,000
Georgia Tax-Free Bond Fund 60,000
Tax-Free Insured Intermediate Bond Fund 60,000
Blue Chip Growth Fund 60,000
Dividend Growth Fund 65,000
Latin America Fund 100,000
Summit Cash Reserve Fund 60,000
Summit Limited-Term Bond Fund 60,000
Summit GNMA Fund 60,000
Summit Municipal Money Market Fund 60,000
Summit Municipal Intermediate Fund 60,000
Summit Municipal Income Fund 60,000
IN WITNESS WHEREOF, T. Rowe Price Funds and T. Rowe Price
Associates, Inc. have agreed upon this fee schedule to be
executed in their names and on their behalf through their duly
authorized officers:
T. ROWE PRICE FUNDS T. ROWE PRICE ASSOCIATES, INC.
/s/Carmen F. Deyesu /s/Alvin M. Younger
Name_________________________ Name__________________________
Carmen F. Deyesu Alvin M. Younger
Title Treasurer Title Treasurer and Managing
Director
Date 2/16/94 Date 2/16/94
The Agreement between T. Rowe Price Retirement Plan Services,
Inc. and the Taxable Funds, dated January 1, 1994, should be
inserted here.
PAGE 1
AGREEMENT
between
T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.
and
EACH OF THE PARTIES INDICATED ON APPENDIX A
PAGE 2
TABLE OF CONTENTS
Page
Article A Terms of Appointment . . . . . . . . . . . . .2
Article B Duties of RPS. . . . . . . . . . . . . . . . .2
1. Purchases - Retirement Plans and
Retirement Accounts . . . . . . . . . . .2
2. Retirement Plans - Redemptions to Cover
Distributions . . . . . . . . . . . . . .3
3. Exchanges. . . . . . . . . . . . . . . . .4
4. Shares held by Retirement Accounts . . . .4
5. Books and Records. . . . . . . . . . . . .4
6. Tax Information. . . . . . . . . . . . . .5
7. Other Information to be furnished
to the Funds. . . . . . . . . . . . . . .6
8. Correspondence . . . . . . . . . . . . . .6
9. Mailings/Confirmation Statements . . . . .6
10. Proxies. . . . . . . . . . . . . . . . . .6
11. Form N-SAR . . . . . . . . . . . . . . . .6
12. Backup Withholding . . . . . . . . . . . .6
Article C Fee and Out-of-Pocket Expenses . . . . . . . .7
1. Postage. . . . . . . . . . . . . . . . . .7
2. Proxies. . . . . . . . . . . . . . . . . .7
3. Communications . . . . . . . . . . . . . .7
4. Record Retention . . . . . . . . . . . . .8
5. Disaster Recovery. . . . . . . . . . . . .8
Article D Representations and Warranties of RPS. . . . .8
Article E Representations and Warranties of the Fund . .8
Article F Standard of Care/Indemnification . . . . . . .9
Article G Dual Interests . . . . . . . . . . . . . . . 11
Article H Documentation. . . . . . . . . . . . . . . . 11
Article I Recordkeeping/Confidentiality. . . . . . . . 12
Article J Ownership of Software and Related Material . 13
PAGE 3
Article K As of Transactions . . . . . . . . . . . . . 13
1. Reporting. . . . . . . . . . . . . . . . 13
2. Liability. . . . . . . . . . . . . . . . 14
Article L Term and Termination of Agreement. . . . . . 15
Article M Notice . . . . . . . . . . . . . . . . . . . . 16
Article N Assignment . . . . . . . . . . . . . . . . . . 16
Article O Amendment/Interpretive Provisions. . . . . . 16
Article P Further Assurances . . . . . . . . . . . . . 16
Article Q Maryland Law to Apply. . . . . . . . . . . . 16
Article R Merger of Agreement. . . . . . . . . . . . . 17
Article S Counterparts . . . . . . . . . . . . . . . . 17
Article T The Parties. . . . . . . . . . . . . . . . . . 17
Article U Directors, Trustees and Shareholders and Massachusetts
Business Trust. . . . . . . . . . . . . . . 17
Article V Captions . . . . . . . . . . . . . . . . . . . 18
PAGE 4
AGREEMENT, made as of the first day of January, 1994, by and
between T. ROWE PRICE RETIREMENT PLAN SERVICES, INC., a Maryland
corporation having its principal office and place of business at
100 East Pratt Street, Baltimore, Maryland 21202 ("RPS"), 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 Fund
hereinafter referred to as "the Fund") whose definition may be
found in Article T;
WHEREAS, the Funds are named investment options under various
tax-sheltered plans, including, but not limited to, state
deferred compensation plans, 403(b) plans, and profit sharing,
thrift, and money purchase pension plans for self-employed
individuals, professional partnerships and corporations,
(collectively referred to as "Retirement Plans"); and the Fund
has determined that such investments of Retirement Plans in the
Funds are in the best long-term interest of the Funds;
WHEREAS, RPS has the capability of providing special
services, on behalf of the Fund, for the accounts ("Retirement
Accounts") of shareholders participating in these Retirement
Plans;
WHEREAS, RPS represents that it is registered with the
Securities and Exchange Commission as a Transfer Agent under
PAGE 5
Section 17A of the Securities Exchange Act of 1934 ("the '34
Act").
WHEREAS, RPS may subcontract or jointly contract with other
parties on behalf of the Funds to perform certain of the
functions described herein, RPS may also enter into, on behalf of
the Funds, certain banking relationships to perform various
banking services, including, but not limited to, check deposits,
disbursements, automatic clearing house transactions ("ACH") and
wire transfers. Subject to guidelines mutually agreed upon by
the Funds and RPS, excess balances, if any, resulting from these
banking relationships will be invested and the income therefrom
will be used to offset fees which would otherwise be charged to
the Funds under this Agreement.
WHEREAS, the Fund desires to contract with RPS the foregoing
functions and services described herein in connection with the
Retirement Plans and Retirement Accounts;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
A. Terms of Appointment
Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints RPS to perform
the services and functions described herein in connection with
PAGE 6
certain Retirement Plan and Retirement Accounts as agreed upon by
the parties.
B. Duties of RPS:
RPS agrees that it will perform the following services:
1. Purchases - Retirement Plans and Retirement Accounts
After RPS has received monies from Retirement Plans and
has determined the proper allocation of such monies to the
Retirement Accounts or Retirement Plan participants
("Participants") based upon instructions received from
Participants, Retirement Plans or their designees, or
Retirement Plan Administrator(s) ("Administrator(s)"), RPS
will, as a responsibility under the Agreement:
a. Transmit by check or wire the aggregate money
allocated to each Fund to the Fund's custodian;
b. In the case of a new Participant, establish and
maintain a Retirement Account for such Participant;
and
c. Compute the number of shares of each Fund to which
the Participant is entitled according to the price of
such Fund shares as provided by such Fund for
purchases made at that time and date, and credit each
such Account with the number of shares of the Fund so
purchased.
PAGE 7
2. Retirement Plans - Redemptions to Cover Distributions.
After RPS has received instructions from the Administrator
regarding distributions to be made to Participants or their
designated beneficiaries from Funds designated as investment
options under the Retirement Plan, RPS will, as a
responsibility under the Agreement:
a. Compute the amount due for shares to be redeemed from
each Retirement Account or compute the number of
shares to be redeemed from each such Retirement
Account for such distributions and the total number
of all shares of each Fund to be redeemed in
accordance with the price per share at that time and
date of such Fund as calculated and provided by the
Fund. After such computation, inform the Fund of the
amount necessary to be redeemed. Distribute to
Participants or their designated beneficiaries the
amount to be disbursed.
b. After RPS has received instructions from the
Administrator regarding disbursements to be made
regarding the payment of fees due the Administrator,
or other persons including RPS, RPS will, as a
responsibility under this Agreement:
PAGE 8
i. Compute the number of shares to be redeemed from
each Retirement Account to pay for such
disbursements and the total number of all shares
to be redeemed in accordance with the price per
share at that time and date, of such Fund as
calculated and provided by the Fund;
ii. Effect the necessary redemption from the Fund's
custodian to cover such disbursements; and
iii. Mail to the Administrator or such other person as
designated by the Administrator the amount to be
disbursed.
c. Other Provisions
i. If any instruction tendered by an Administrator to
redeem shares in a Retirement Account is not
satisfactory to RPS, RPS shall promptly notify the
Administrator of such fact together with the
reason therefor;
ii. The authority of RPS to perform its
responsibilities under Paragraph B(2) with respect
to each Fund shall be suspended upon receipt of
notification by such Fund of the suspension of the
determination of the Fund's net asset value per
PAGE 9
share and shall remain suspended until proper
notification; and
iii. The Fund will promptly inform RPS of the
declaration of any dividend or distribution on
account of the capital stock of any Fund so that
RPS may properly credit income and capital gain
payments to each Retirement Account.
3. Exchanges
Effect exchanges of shares of the Funds upon receipt of
appropriate instructions from the Administrator and/or
Participant.
4. Shares held by Retirement Accounts will be
Noncertificate Shares
RPS will have neither responsibility nor authority to
issue stock certificates evidencing ownership of Fund shares
held by Participants. All shares held in Retirement Accounts
maintained by RPS shall be noncertificated shares.
5. Books and Records
RPS shall maintain records showing for each Retirement
Plan or Retirement Account, the following:
a. Names, addresses and tax identification numbers, when
provided;
b. Number of shares held;
PAGE 10
c. Historical information regarding the account of each
Participant and/or Retirement Plan, including
dividends and distributions invested in shares;
d. Pertinent information regarding the establishment and
maintenance of Retirement Plans and Retirement
Accounts necessary to properly administer each
account.
e. Any instructions from a Participant or Administrator
including, all forms furnished by the Fund and
executed by a Participant with respect to
(i) elections with respect to payment options in
connection with the redemption of shares; or
distribution elections, if applicable; and
f. Any information required in order for RPS to perform
the calculations contemplated under this Agreement.
Any such records maintained pursuant to Rule 31a-1 under
the Investment Company Act of 1940 ("the Act") will be
preserved for the periods prescribed in Rule 31a-2
thereunder. Disposition of such records after such
prescribed periods shall be as mutually agreed upon from time
to time by RPS and the Funds. The retention of such records,
which may be inspected by the Fund at reasonable times, shall
be at the expense of the Funds. All records maintained by
PAGE 11
RPS in connection with the performance of its duties under
this Agreement will remain the property of the Funds 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.
6. Tax Information
RPS shall also prepare and file with appropriate federal
and state agencies, such information returns and reports as
required by applicable Federal and State statutes relating to
redemptions effected in Retirement Accounts which constitute
reportable distributions. RPS will also prepare and submit
to Participants, such reports containing information as is
required by applicable Federal and State law.
7. Other Information to be furnished to the Funds
RPS will furnish to the Fund, such information, including
shareholder lists and statistical information as may be
agreed upon from time to time between RPS and the Fund.
8. Correspondence
RPS will promptly and fully answer correspondence from
Administrators and in some cases, Participants, relating to
Retirement Accounts, transfer agent procedures, and such
other correspondence as may from time to time be mutually
agreed upon with the Funds. Unless otherwise instructed,
PAGE 12
copies of all correspondence will be retained by RPS in
accordance with applicable law.
9. Mailings/Confirmation Statements
RPS will be responsible for mailing all confirmations and
other enclosures and mailings, as requested by the
Administrators and as may be required of the Funds by
applicable Federal or state law.
10. Proxies
RPS shall monitor the mailing of proxy cards and other
material supplied to it by the Fund in connection with
shareholder meetings of the Fund and shall coordinate the
receipt, examination and tabulation of returned proxies and
the certification of the vote to the Fund.
11. Form N-SAR
RPS shall maintain such records, if any, as shall enable
the Fund to fulfill the requirements of Form N-SAR.
12. Withholding
The Fund and RPS shall agree to procedures to be followed
with respect to RPS's responsibilities in connection with
compliance for federal withholding for Participants.
PAGE 13
C. Fees and Out-of-Pocket Expenses
Each Fund shall pay to RPS for its services hereunder fees
computed as set forth in the Schedule attached hereto. Except as
provided below, RPS will be responsible for all expenses relating
to the providing of services. Each Fund, however, will reimburse
RPS for the following out-of-pocket expenses and charges incurred
in providing services:
1. Postage. The cost of postage and freight for mailing
materials to Participants, or their agents, including
overnight delivery, UPS and other express mail services
and special courier services required to transport mail
between RPS locations and mail processing vendors.
2. Proxies. The cost to mail proxy cards and other
material supplied to it by the Fund and costs related to
the receipt, examination and tabulation of returned
proxies and the certification of the vote to the Fund.
3. Communications
a. Print. The printed forms used internally and
externally for documentation and processing
Participant, or their agent's, inquiries and
requests; paper and envelope supplies for letters,
notices, and other written communications sent to
Administrators and Participants, or their agents.
PAGE 14
b. Print & Mail House. The cost of internal and third
party printing and mail house services, including
printing of statements and reports.
c. Voice and Data. The cost of equipment (including
associated maintenance), supplies and services used
for communicating to and from the Participants, or
their agents, the Fund's transfer agent, other Fund
offices, and other agents of either the Fund or RPS.
These charges shall include:
o telephone toll charges (both incoming and outgoing,
local, long distance and mailgrams); and
o data and telephone lines and associated equipment
such as modems, multiplexers, and facsimile
equipment.
4. Record Retention. The cost of maintenance and supplies
used to maintain, microfilm, copy, record, index,
display, retrieve, and store, in microfiche or microfilm
form, documents and records.
5. Disaster Recovery. The cost of services, equipment,
facilities and other charges necessary to provide
disaster recovery for any and all services listed in
this Agreement.
PAGE 15
D. Representations and Warranties of RPS
RPS represents and warrants to the Fund that:
1. It is a corporation duly organized and existing and in
good standing under the laws of Maryland.
2. It is duly qualified to carry on its business in
Maryland.
3. It is empowered under applicable laws and by its charter
and by-laws to enter into and perform this Agreement.
4. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
5. It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
6. It is registered with the Securities and Exchange
Commission as a Transfer Agent pursuant to Section 17A of the
'34 Act.
E. Representations and Warranties of the Fund
The Fund represents and warrants to RPS that:
1. It is a corporation or business trust duly organized and
existing and in good standing under the laws of Maryland, or
Massachusetts, as the case may be.
2. It is empowered under applicable laws and by its
Articles of Incorporation or Declaration of Trust, as the
PAGE 16
case may be, and By-Laws to enter into and perform this
Agreement.
3. All proceedings required by said Articles of
Incorporation or Declaration of Trust, as the case may be,
and By-Laws have been taken to authorize it to enter into and
perform this Agreement.
4. It is an investment company registered under the Act.
5. A registration statement under the Securities Act of
1933 ("the '33 Act") is currently effective and will remain
effective, and appropriate state securities law filing 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 Agreement:
1. RPS shall not be liable to the 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 RPS has acted
in good faith and without negligence or willful misconduct
and selected and monitored the performance of its agents and
subcontractors with reasonable care.
2. The Fund shall indemnify and hold RPS harmless from and
against all losses, costs, damages, claims, actions and
PAGE 17
expenses, including reasonable expenses for legal counsel,
incurred by RPS resulting from: (i) any action or omission by
RPS or its agents or subcontractors in the performance of
their duties hereunder; (ii) RPS acting upon instructions
believed by it to have been executed by a duly authorized
officer of the Fund; or (iii) RPS acting upon information
provided by the Fund in form and under policies agreed to by
RPS and the Fund. RPS shall not be entitled to such
indemnification in respect of actions or omissions
constituting negligence or willful misconduct of RPS or where
RPS has not exercised reasonable care in selecting or
monitoring the performance of its agents or subcontractors.
3. Except as provided in Article K of this Agreement, RPS
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 negligence or willful misconduct of RPS or
which result from RPS' 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
PAGE 18
constituting negligence or willful misconduct of such Fund or
its agents or subcontractors; unless such negligence or
misconduct is attributable to RPS.
4. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts
of God, strikes or other causes reasonably beyond its
control, such party shall not be liable to the other party
for any loss, cost, damage, claims, actions or expense
resulting from such failure to perform or otherwise from such
causes.
5. In order that the indemnification provisions contained
in this Article F 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
PAGE 19
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.
G. Dual Interests
It is understood that some person or persons may be
directors, officers, or shareholders of both RPS and the Fund and
that the existence of any such dual interest shall not affect the
validity of this Agreement or of any transactions hereunder
except as otherwise provided by a specific provision of
applicable law.
H. Documentation
1. As requested by RPS, the Fund shall promptly furnish to
RPS the following:
a. A certified copy of the resolution of the
Directors/Trustees of the Fund authorizing the
appointment of RPS and the execution and delivery of
this Agreement;
b. 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;
PAGE 20
c. 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;
d. All account application forms and other documents
relating to shareholders' accounts;
e. 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
f. 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 RPS are or were parties
shall be deemed to be delivery for the purposes of this
Agreement.
2. As requested by RPS, the Fund will also furnish from
time to time the following documents:
a. Each resolution of the Board of Directors/Trustees of
the Fund authorizing the original issue of its
shares;
PAGE 21
b. Each Registration Statement filed with the Securities
and Exchange Commission and amendments and orders
thereto in effect with respect to the sale of shares
with respect to the Fund;
c. A certified copy of each amendment to the Articles of
Incorporation or Declaration of Trust, and the
By-Laws of the Fund;
d. Certified copies of each vote of the Board of
Directors/Trustees authorizing officers to give
instructions to the Fund;
e. Specimens of all new certificates accompanied by the
Board of Directors/Trustees' resolutions approving
such forms;
f. Such other documents or opinions which RPS, in its
discretion, may reasonably deem necessary or
appropriate in the proper performance of its duties;
and
g. Copies of new prospectuses issued.
3. RPS hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for
safekeeping of check forms and facsimile signature imprinting
devices, if any, and for the preparation or use, and for
keeping account of, such forms and devices.
PAGE 22
I. Recordkeeping/Confidentiality
1. RPS shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem
advisable, provided that RPS shall keep all records in such
form and in such manner as required by applicable law,
including the Act and the '34 Act.
2. RPS 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 RPS or the 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.
J. Ownership of Software and Related Material
All computer programs, magnetic tapes, written procedures and
similar items purchased and/or developed and used by RPS in
PAGE 23
performance of the Agreement shall be the property of RPS and
will not become the property of the Fund.
K. As Of Transactions
For purposes of this Article K, the term "Transaction" shall
mean any single or "related transaction" (as defined below)
involving the purchase or redemption of shares (including
exchanges) that are 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 RPS. 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.
1. Reporting
RPS shall:
a. Utilize a system to identify all Transactions, and
shall compute the net effect of such Transactions
upon the Fund on a daily, monthly and rolling 365 day
basis. The Monthly and rolling 365 day periods are
hereinafter referred to as ("Cumulative").
b. Supply to the Fund, from time to time as mutually
agreed upon, a report summarizing the Transactions
and the daily and Cumulative net effects of such
PAGE 24
Transactions both in terms of aggregate dilution and
loss ("Dilution") or gain and negative dilution
("Gain") experienced by the Fund, and the impact such
Gain or Dilution has had upon the Fund's net asset
value per share.
c. With respect to any Transaction which causes Dilution
to the Fund of $25,000 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 RPS has or intends to take
to prevent the reoccurrence of such as of processing
("Report").
2. Liability
a. It will be the normal practice of the Fund not to
hold RPS liable with respect to any Transaction which
causes Dilution to any single Fund of less than
$25,000. RPS will, however, closely monitor for each
Fund the daily and Cumulative Gain/Dilution which is
caused by Transactions of less than $25,000. When
the Cumulative Dilution to any Fund exceeds 3/10 of
1% per share, RPS, in consultation with counsel to
the Fund, will make appropriate inquiry to determine
PAGE 25
whether it should take any remedial action. RPS will
report to the Board of Directors/Trustees of the Fund
("Board"), as appropriate, any action it has taken.
b. Where a Transaction causes Dilution to a Fund of
$25,000 or more ("Significant Transaction"), RPS will
review with counsel to the Fund, the Report and 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 RPS. If it is determined that the Dilution is the
result of a negligent action or omission by RPS, RPS
and outside counsel for the Fund, as appropriate,
will negotiate settlement. All such Significant
Transactions will be reported to the Board at its
next meeting (unless the settlement fully compensates
the Fund for any Dilution). Any Significant
Transaction, however, causing Dilution in excess of
the lesser of $100,000 or a penny per share will be
promptly reported to the Board. Settlement will not
be entered into with RPS until approved by the Board.
The factors the Board or the Funds would be expected
PAGE 26
to consider in making any determination regarding the
settlement of a Significant Transaction would include
but not be limited to:
i. Procedures and controls adopted by RPS to prevent
As Of processing;
ii. Whether such procedures and controls were being
followed at the time of the Significant
Transaction;
iii. The absolute and relative volume of all
transactions processed by RPS on the day of the
Significant Transaction;
iv. The number of Transactions processed by RPS 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; and
v. The prior response of RPS to recommendations made
by the Funds regarding improvement to the Transfer
Agent's As Of Processing Procedures.
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.
PAGE 27
2. This Agreement may be terminated by the Funds upon one
hundred twenty (120) days' written notice to RPS; and by RPS,
upon three hundred sixty-five (365) days' writing notice to
the Fund.
3. Upon termination hereof, the Fund shall pay to RPS 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
O. Amendment/Interpretive Provisions
The parties by mutual written agreement may amend this
Agreement at any time. In addition, in connection with the
PAGE 28
operation of this Agreement, RPS 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 Schedule supersede 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
PAGE 29
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, as if this Agreement were
between such individual Fund and RPS. 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. Any reference in this Agreement to "the parties"
shall mean RPS and such other individual Fund as to which the
matter pertains. The "Fund" also includes any T. Rowe Price Fund
which may be established after the date of this Agreement.
Any reference in this Agreement to "the parties" shall mean
the Funds and RPS.
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
PAGE 30
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.
PAGE 31
T. ROWE PRICE RETIREMENT PLAN DATED:2/18/94
SERVICES, INC.
ATTEST:
/s/Steve J. Zients
By: ________________________ ________________________
Steve J. Zients
T. ROWE PRICE ADJUSTABLE RATE U.S
GOVERNMENT FUND, INC.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND,
INC.
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL EQUITY FUND,
INC.
PAGE 32
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery
Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond
Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Fund
T. Rowe Price Latin America Fund
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE OTC FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND,
INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
Summit Cash Reserves Fund
Summit Limited-Term Bond Fund
Summit GNMA Fund
PAGE 33
DATED: 2/16/94
ATTEST:
/s/Carmen F. Deyesu
_________________________BY:_____________________________
/s/Carmen F. Deyesu
PAGE 34
APPENDIX A
The following Funds are parties to this Agreement, and have so
indicated their intention to be bound by such Agreement by
executing the Agreement on the dates indicated thereon.
T. Rowe Price Adjustable Rate U.S.
Government Fund, Inc.
T. Rowe Price Balanced Fund, Inc.
T. Rowe Price Blue Chip Growth Fund,
Inc.
T. Rowe Price Capital Appreciation Fund
T. Rowe Price Dividend Growth Fund, Inc.
T. Rowe Price Equity Income Fund
T. Rowe Price GNMA Fund
T. Rowe Price Growth & Income Fund, Inc.
T. Rowe Price Growth Stock Fund, Inc.
T. Rowe Price High Yield Fund, Inc.
T. Rowe Price Index Trust, Inc. on
behalf of the T. Rowe Price Equity Index
Fund
T. Rowe Price Institutional
International Funds, Inc. on behalf of
the
Foreign Equity Fund
T. Rowe Price International Equity Fund,
Inc.
PAGE 35
T. Rowe Price International Funds, Inc.
on behalf of the
T. Rowe Price International Bond Fund
T. Rowe Price International Stock Fund
T. Rowe Price International Discovery
Fund
T. Rowe Price European Stock Fund
T. Rowe Price New Asia Fund
T. Rowe Price Global Government Bond
Fund
T. Rowe Price Japan Fund
T. Rowe Price Short-Term Global Fund
T. Rowe Price Latin America Fund
T. Rowe Price New America Growth Fund
T. Rowe Price New Era Fund, Inc.
T. Rowe Price New Horizons Fund, Inc.
T. Rowe Price New Income Fund, Inc.
T. Rowe Price OTC Fund, Inc.
T. Rowe Price Prime Reserve Fund, Inc.
T. Rowe Price Science & Technology Fund,
Inc.
T. Rowe Price Short-Term Bond Fund, Inc.
T. Rowe Price Small-Cap Value Fund, Inc.
T. Rowe Price Spectrum Fund, Inc. on
behalf of the
Spectrum Growth Fund
Spectrum Income Fund
T. Rowe Price U.S. Treasury Funds, Inc.
on behalf of the
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
PAGE 36
T. Rowe Price Summit Funds, Inc.
Summit Cash Reserves Fund
Summit Limited-Term Bond Fund
Summit GNMA Fund
PAGE 37
T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.
FEE SCHEDULE
Fees for transfer agent services performed for retirement plan
accounts serviced by T. Rowe Price Retirement Plan Services, Inc.
("RPS").
Effective January 1, 1994 to December 31, 1994.
A. Base Fee
A monthly base fee of $500,000 ($6,000,000 per year)
allocated pro rata by account.
B. Per Participant Fee
A monthly per participant fee of $3.752 for each active (non-
zero balance) participant being serviced at the end of the
month. This fee will be allocated among the Funds based on
the relative number of non-zero accounts open at the end of
the month.
C. Per Transaction Fee
A fee for each Account transaction will be charged at the
rate of $.15 per transaction, except for dividend
transactions.
D. Institutional Support Group (ISG) Telephone Call
A fee of $5.24 per ISG telephone call will be charged to the
Fund(s) involved in the telephone call.
E. New Participant Fee
A one-time new participant fee of $3.31 will be charged each
time a participant is added to the records.
F. Perks Fee
Fees for selected PERKS plans will be $10 per account,
maximum $40 per participant, capped at 25 basis points.
PAGE 38
G. Billing Procedures
RPS will render to each two monthly invoices (one for PAS and
one for PERKS) each of which shall state: the number of
participants in existence at month-end and the Fund's pro
rata share, the assets by Fund at month-end, the number of
transactions recorded during the month for each Fund, the
number of new participants added during the month and the
fund's pro rata share; the out-of-pocket expenses for which
RPS is entitled to reimbursement under the Agreement, and the
Fund's pro rata share; and the total compensation due for the
month.
H. New Funds
Funds added during the term of this Agreement may have their
Maintenance and Transaction charges waived for a period of
time agreed upon between RPS and the Funds following the
establishment of the Fund. Out-of-pocket expenses will be
billed to the Fund from the Fund's inception.
IN WITNESS WHEREOF, T. Rowe Price Funds and T. Rowe Price
Retirement Plan Services, Inc. have agreed upon this fee schedule
to be executed in their names and on their behalf through their
duly authorized officers:
T. ROWE PRICE FUNDS T. ROWE PRICE RETIREMENT PLAN
SERVICES, INC.
Name /s/Carmen F. Deyesu Name /s/Steve J. Zients
Title Treasurer Title Vice President
Date 2/16/94 Date 2/17/94
PAGE 1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of the
Institutional International
Funds, Inc.-Foreign Equity Fund
We consent to the incorporation by reference in Post-
Effective Amendment No. 5 to the Registration Statement of the
Institutional International Funds, Inc.-Foreign Equity Fund on
Form N-1A (File No. 33-29697) of our report dated January 19,
1994 on our audit of the financial statements and financial
highlights the Fund, which report is included in the Annual
Report to Shareholders for the year ended October 31, 1993 which
is incorporated by reference in the Registration Statement. We
also consent to the reference to our Firm under the caption
"Financial Highlights" in the Prospectus and "Independent
Accountants" in the Statement of Additional Information.
COOPERS & LYBRAND
Baltimore, Maryland
February 25, 1994
PAGE 1
TOTAL RETURN PERFORMANCE
The total return performance of the Fund is measured by using an
index of adjusted net asset values that reflect both the assumed investment of
one share on the inception date of the Fund and the inclusion of shares
received from the reinvestment of all Fund distributions, capital gains and
income dividends, during the Fund's history.
As an example, the following index assumes an investment of one
share of the T. Rowe Price New Era Fund on January 20, 1969, its inception.
Each year, the dividends and capital gains per share were accumulated on the
shares held and were reinvested in additional fund shares at the Fund's actual
reinvestment price. Each year end, the investment was evaluated at the
reported net asset value of the Fund. These valuation points comprise the
performance index.
PAGE 2
Distributions
Per Share ReinvestmentCumulativeReportedIndex
(Div. & Cap.Share Price Share N.A.V. Total Valuation
Gains) HoldingPer Share HoldingPer Share Value Date
1.00000000 X $10.00 = $10.00000 1/20/69
1.00000000 X 9.73 = 9.73000 12/31/69
1970 ($0.16 X 1.00000000) / $ 9.35 = 0.01711230
1.01711230 X 9.49= 9.65240 12/31/70
1971 ( 0.16 X 1.01711230) / 9.95 = 0.01635557
1.03346787 X 10.33= 10.67572 12/31/71
1972 ( 0.16 X 1.03346787) / 10.54 = 0.01568832
1.04915619 X 12.27= 12.87315 12/31/72
1973 (0.243 X 1.04915619) / 11.84 = 0.02153251
1.07068870 X 11.79= 12.62342 12/31/73
1974 (0.2884 X 1.07068870) / 11.43 = 0.02701545
1.09770416 X 8.47= 9.29755 12/31/74
1975 (0.2855 X 1.09770416) / 8.48 = 0.03605690
1.13466106 X 9.94= 11.27853 12/31/75
1976 (0.2785 X 1.13466106) / 10.09 = 0.03131844
1.16597951 X 11.74= 13.68860 12/31/76
1977 (0.2745 X 1.16597951) / 11.20 = 0.02857691
1.19455641 X 11.00= 13.14012 12/31/77
1978 (0.57 X 1.19455641) / 10.13 = 0.06721591
1.26177232 X 11.66= 14.71227 12/31/78
1979 (0.768 X 1.26177232) / 11.18 = 0.08667631
1.34844863 X 17.45= 23.53043 12/31/79
1980 (0.8314 X 1.34844863) / 16.71 = 0.06709157
1.41554021 X 25.27= 35.77070 12/31/80
PAGE 3
Distributions
Per Share ReinvestmentCumulativeReportedIndex
(Div. & Cap.Share Price Share N.A.V. Total Valuation
Gains) HoldingPer Share HoldingPer Share Value Date
1981 ($2.1612 X 1.41554021)/$21.64 = 0.14137086
1.55691107 X 19.34 = 30.11066 12/31/81
1982 ( 3.9073 X 1.55691107)/ 14.15 = 0.42991651
1.98682758 X 15.53 = 30.85543 12/31/82
1983 ( 0.882 X 1.98682758) / 15.56 = 0.11262095
2.09944853 X 18.44 = 38.71383 12/31/83
1984 ( 1.90 X 2.09944853) / 16.89 = 0.23617242
2.33562095 X 17.13 = 40.00919 12/31/84
1985 ( 2.09 X 2.33562095) / 15.79 = 0.30914805
2.64476900 X 18.67 = 49.37784 12/31/85
1986 ( 1.35 X 2.64476900) / 17.74 = 0.20126483
2.84603383
1986 ( 2.40 X 2.84603383) / 18.03 = 0.37883978
3.22487361 X 17.76 = 57.27376 12/31/86
1987 ( 0.92 X 3.22487361) / 19.09 = 0.15541560
3.38028921
1987 ( 1.83 X 3.38028921) / 17.55 = 0.35247460
3.73276381 X 18.08 = 67.48837 12/31/87
Performance for any investment period is calculated as the
percentage difference between a beginning index value and an ending index
value. The ten-year performance from 12/31/77 to 12/31/87 for the New Era
Fund would be calculated as:
67.48837 - 1 X 100 = 413.61%
13.14012
The five-year performance from 12/31/82 to 12/31/87 would be
calculated as:
67.48837 - 1 X 100 = 118.72%
30.85543
The one-year performance from 12/31/86 to 12/31/87 would be
calculated as:
67.48837 - 1 X 100 = 17.83%
57.27376
