Transfer Agency And Service Agreement

Exhibit 10.2

TRANSFER AGENCY AND SERVICE AGREEMENT

between

T. ROWE PRICE SERVICES, INC.

and

THE T. ROWE PRICE FUNDS


TABLE OF CONTENTS Page Article A Terms of Appointment 3 Article B Duties of Price Services 3 1. Receipt of Orders/Payments 3 2. Redemptions 6 3. Exchanges 9 4. Transfers 9 5. Confirmations 10 6. Returned Checks and ACH Debits 10 7. Redemption of Shares under a Hold 10 8. Dividends, Distributions and Other Corporate Actions 13 9. Abandoned Property and Lost Shareholders 14 10. Books and Records 14 11. Authorized Issued and Outstanding Shares 17 12. Tax Information 17 13. Information to be Furnished to the Fund 17 14. Correspondence 18 15. Lost or Stolen Securities 18 16. Telephone/Computer Services 18 17. Collection of Shareholder/Participant Fees and Calculation and Distribution of 12b-1 Fees and Administrative Fee Payments 19 18. Forms N-SAR and N-CSR 20 19. Cooperation With Accountants 20 20. Blue Sky 20 21. Monitoring Fund' s Excessive Trading Policy 21 22. Anti-Money Laundering Program 21 23. Other Services 23 Article C Fees and Expenses 23 Article D Representations and Warranties of the Price Services 25 Article E Representations and Warranties of the Fund 26 Article F Standard of Care/Indemnification 26 Article G Dual Interests 29 Article H Documentation 29 Article I References to Price Services 31 Article J Compliance with Governmental Rules and Regulations 31


ii Page Article K Ownership of Software and Related Material 32 Article L Quality Service Standards 32 Article M As of Transactions 32 Article N Term and Termination of Agreement 36 Article O Notice 36 Article P Assignment 36 Article Q Amendment/Interpretive Provisions 37 Article R Further Assurances 37 Article S Maryland Law to Apply 37 Article T Merger of Agreement 37 Article U Counterparts 37 Article V The Parties 38 Article W Directors, Trustees, Shareholders and Massachusetts Business Trust 38 Article X Captions 39 APPENDIX A


TRANSFER AGENCY AND SERVICE AGREEMENT

AGREEMENT made as of the first day of January, 2005, by and between T. ROWE PRICE SERVICES, INC., a Maryland corporation having its principal office and place of business at 100 East Pratt Street, Baltimore, Maryland 21202 (" Price Services" ) , and EACH FUND WHICH IS LISTED ON APPENDIX A (as such Appendix may be amended from time to time) and which evidences its agreement to be bound hereby by executing a copy of this Agreement (each such Fund individually hereinafter referred to as " the Fund," whose definition may be found in Article V);

WHEREAS, the Fund desires to appoint Price Services as its transfer agent, dividend disbursing agent and agent in connection with certain other activities, and Price Services desires to accept such appointment;

WHEREAS, Price Services represents that it is registered with the Securities and Exchange Commission as a Transfer Agent under Section 17A of the Securities Exchange Act of 1934 ("' 34 Act" ) and will notify each Fund promptly if such registration is revoked or if any proceeding is commenced before the Securities and Exchange Commission which may lead to such revocation;

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

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

WHEREAS, certain of the Funds are named investment options under various tax-sheltered retirement plans including, but not limited to, individual retirement accounts,

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Sep-IRA' s, SIMPLE plans, deferred compensation plans, 403(b) plans, and profit sharing, thrift, and money purchase pension plans for self-employed individuals, individual 401(k)s and professional partnerships and corporations (collectively referred to as " Retirement Plans" );

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, to perform certain of the functions and services described herein including services to Retirement Plans and Retirement Accounts;

WHEREAS, Price Services may enter into agreements with certain third party intermediaries such as banks, broker-dealers, insurance companies and retirement plan record keepers (" Intermediaries" ) , who will perform certain of the services described herein for beneficial shareholders of the Funds and may accept orders on behalf of the Fund from such beneficial shareholders; and

WHEREAS, Price Services may also enter into, on behalf of the Funds, certain banking relationships to perform various banking services including, but not limited to, check deposits, check disbursements, automated clearing house transactions (" ACH" ) and wire transfers.

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

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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 referred to as " Shares" ); (2) any dividend reinvestment or other services provided to the existing shareholders of the Fund (" Shareholders" ), including, without limitation, any periodic investment plan or periodic withdrawal program; and (3) Retirement Plan and Retirement Accounts as agreed upon by the parties.

The parties to the Agreement hereby acknowledge that from time to time, Price Services and T. Rowe Price Trust Company and their affiliates may enter into contracts (" Other Contracts" ) with employee benefit plans and/or their sponsors and the sponsors of 529 Plans for the provision of certain services to participants of 529 Plans and Retirement Plans. Compensation paid to Price Services pursuant to this Agreement is with respect to the services described herein and not with respect to services provided under Other Contracts.

B. Duties of Price Services

Price Services agrees that it will perform the following services:


1. Receipt of Orders/Payments

Price Services shall 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:

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ullet Examine the check to determine if the check conforms to the Funds' acceptance procedures (including certain third-party check procedures). If the check conforms, 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); ullet Subject to guidelines mutually agreed upon by the Funds and Price Services, excess balances, if any, resulting from deposit in these designated bank accounts will be invested and the income therefrom will be used to offset fees which would otherwise be charged to the Funds under this Agreement; ullet Ensure that any documentation received from Investors is in " good order" and all appropriate documentation is received to establish an account; ullet 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; ullet Maintain a record of all unpaid purchases and report such information to the Fund daily; ullet Process periodic payment orders, as authorized by investors, in accordance with the payment procedures mutually agreed upon by both parties;

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ullet 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" ); ullet Process contributions in the 529 Plan investment option selected by participant and monitor participant account levels for maximum contribution limit as permitted by 529 Plan; ullet For purchases received in 529 Plan investment options and certain Funds that invest in underlying Funds allocate such purchase to the underlying Funds in accordance with procedures and allocation methodologies agreed upon between the Funds and Services; ullet Ensure that all purchase orders are processed in accordance with Rule 22c-1 of the Investment Company Act of 1940 ("' 40 Act" ); ullet Process orders received from third-party intermediaries on behalf of beneficial Shareholders of omnibus and individual accounts in the Funds in accordance with procedures established by agreement with such intermediaries. Receipt of orders by such third party intermediaries may be deemed receipt by the Fund to the extent permitted by Rule 22c-1 of the ' 40 Act; ullet Process telephone and computer orders for purchases of Fund shares from the Shareholder' s bank account (via wire or ACH) to the Fund in accordance with procedures mutually agreed upon by both parties and applicable National Automated Clearing House Association (" NACHA" ) regulations; and

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ullet 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.

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

2. Redemptions

Price Services shall receive for acceptance redemption requests, including telephone redemptions and requests received from Administrators for distributions to participants or their designated beneficiaries or for payment of fees due the Administrator or such other person, including Price Services, and deliver the appropriate documentation thereof to the 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 6 hereof:

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

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ullet For those Funds that impose redemption fees, calculate and assess the fee owed on the redemption and pay such fee to the Fund in accordance with the Fund' s then-current prospectus and guidelines established between the Fund and Price Services, including any exceptions granted for certain transactions. Price Services may enter into agreements on behalf of the Funds with intermediaries who hold shares in omnibus accounts whereby the Intermediary agrees to access the fee in accordance with the Fund' s prospectus at the time of the redemption and forward such fees to the Funds on a monthly basis or such other mutually agreed upon time; ullet 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; ullet Instruct custodian to wire redemption proceeds to a designated bank account of Price Services. Subject to guidelines mutually agreed upon by the Funds and Price Services, excess balances, if any, resulting from deposit in these bank accounts will be invested and the income therefrom will be used to offset fees which would otherwise be charged to the Funds under this Agreement; ullet 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

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the reason therefore, and shall effect such redemption at the price in effect at the time of receipt of all appropriate documents; ullet Make such withholdings as may be required under applicable Federal tax laws; ullet In the event redemption proceeds for the payment of fees are to be wired through the Federal Reserve Wire System or via ACH, Price Services shall cause such proceeds to be wired in Federal funds or via ACH to the bank account designated by Shareholder or Administrator, as the case may be; ullet Ensure that all redemption orders are processed in accordance with Rule 22c-1 of the ' 40 Act; ullet Process redemption orders received from third party intermediaries on behalf of beneficial Shareholders in omnibus and individual accounts in the Funds in accordance with procedures established by agreement with such intermediaries. Receipt of redemption orders by such third party intermediaries may be deemed receipt by the Fund to the extent permitted by Rule 22c-1 of the ' 40 Act; ullet Process distributions and refunds of 529 Plans to participants or others, as directed, in accordance with the 529 Plan' s requirements; ullet For distributions and redemptions received in 529 Plan investment options and certain Funds that invest in underlying Funds allocate such redemptions to the underlying Funds in accordance with procedures and allocation methodologies agreed upon between the Funds and Services; and

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ullet Process periodic redemption orders as authorized by the investor in accordance with the periodic withdrawal procedures for Systematic Withdrawal Plan (" SWP" ) and systematic ACH redemptions mutually agreed upon by both parties.

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

3. Exchanges

Price Services shall effect exchanges of shares from one Fund to another in the Shareholder' s accounts in accordance with Rule 22c-1 of the ' 40 Act and in accordance with procedures agreed upon between the Funds and Price Services, including the Fund' s excessive trading policy.

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

4. Transfers

Price Services shall 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

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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.


5. Confirmations

Price Services shall mail all confirmations and statements as well as other enclosures requested by the Fund to Shareholders or 529 plan participants, and in the case of Retirement Accounts, to the participants and/or Administrators, as may be required by the Funds or by applicable Federal or state law.

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. Price Services and the Funds will establish procedures for the collection of money owed the Fund from investors who have caused losses due to these returned items.

7. Redemption of Shares under a Hold

ullet Uncollected Funds. Shares purchased by personal, corporate, governmental check, cashier' s, treasurer' s, certified or official checks or by ACH will be considered uncollected until the tenth calendar date following the trade date of the trade (" Uncollected Funds" ); ullet Good Funds. Shares purchased by wire transfer or automatically through a shareholder' s paycheck will be considered collected immediately (" Good Funds" ). Absent information to the contrary (i.e., notification from the payee

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institution), Uncollected Funds will be considered Good Funds on the tenth calendar day following trade date. ullet Redemption of Uncollected Funds

ullet Shareholders making telephone requests for redemption of shares purchased with Uncollected Funds will be given two options:

1. The Shareholder will be permitted to exchange to another Fund until the payment is deemed Good Funds; or 2. The redemption can be processed utilizing the same procedures for written redemptions described below.

ullet If a written redemption request is made for shares where any portion of the payment for said shares is in Uncollected Funds, and the request is in good order, Price Services will promptly obtain the information relative to the payment necessary to determine when the payment becomes Good Funds. The redemption will be processed in accordance with normal procedures, and the proceeds 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.

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ullet Checkwriting Redemptions.

ullet 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 obtain alternative instructions for payment (through wire, exchange, transfer, etc.). 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. ullet All checkwriting redemptions under $10,000 reported as Uncollected or insufficient funds will be rejected and the check returned to the Shareholder. The Funds and Services may agree to contact shareholders presenting checks under $10,000 reported as insufficient funds to obtain alternative instructions for payment.

ullet Confirmations of Available Funds/Bank Account Registrations. The Fund expects that situations may develop whereby it would be beneficial to determine (i) if a person who has placed an order for Shares has sufficient funds in his or her checking account to cover the payment for the Shares purchased or (ii) if the bank account owner(s) are the same as the Fund Shareholder(s) (i.e., when establishing an account on-line and funding the account via ACH). When this situation occurs, Price Services may call the bank in question and request that it confirm that sufficient funds to cover the purchase are currently credited to the account in question and/or the bank account owner(s) are the same as the mutual fund owner(s). Price Services

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will maintain written documentation or a recording of each telephone call that is made under the procedures outlined above.
None of the above procedures shall preclude Price Services from inquiring as to the status of any check received by it in payment for the Fund' s Shares as Price Services may deem appropriate or necessary to protect both the Fund and Price Services. If a conflict arises between Section 2 and this Section 6, Section 6 will govern.

8. Dividends, Distributions and Other Corporate Actions

ullet 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. ullet Price Services shall act as Dividend Disbursing Agent for the Fund, and as such, shall prepare and make income and capital gain payments to investors. As Dividend Disbursing Agent, Price Services will on or before the payment date of any such dividend or distribution, notify the Custodian of the estimated amount required to pay any portion of said dividend or distribution which is payable in cash, and the Fund agrees that on or about the payment date of such distribution, it shall instruct the Custodian to make available to Price Services sufficient funds for the cash amount to be paid out. If an investor is entitled to receive additional Shares by virtue of any such distribution or dividend, appropriate credits will be made to his or her account.

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9. Abandoned Property and Lost Shareholders

In accordance with procedures agreed upon by both parties, Price Services shall report abandoned property to appropriate state and governmental authorities of the Fund. Price Services shall, 90 days prior to the annual reporting of abandoned property to each of the states, make reasonable attempts to locate Shareholders for which (a) checks, tax forms, statements or confirms have been returned; (b) for which accounts have aged outstanding checks; or (c) accounts with share balances that have been coded with stop mail and meet the dormancy period guidelines specified in the individual states. Price Services shall make reasonable attempts to contact shareholders for those accounts that have significant aged outstanding checks over a specified dollar threshold as agreed to by the parties. Price Services shall also comply with the requirements of Rule 17Ad-17 of the ' 34 Act with respect to searching for lost shareholders.

10. Books and Records

Price Services shall maintain records showing for each Shareholder' s account, 529 Plan, Retirement Plan or Retirement Account, as the case may be, the following:

ullet Names, address and tax identification number; ullet Number of Shares held; ullet Certai ...