EXHIBIT 10.2 TRANSFER AGENCY AND SERVICE AGREEMENT between T. ROWE PRICE SERVICES, INC. and THE T. ROWE PRICE FUNDS

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PRICE T ROWE GROUP INC | T. ROWE PRICE SERVICES, INC. | THE T. ROWE PRICE FUNDS

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Title: EXHIBIT 10.2 TRANSFER AGENCY AND SERVICE AGREEMENT between T. ROWE PRICE SERVICES, INC. and THE T. ROWE PRICE FUNDS
Date: 4/26/2005
Industry: Investment Services

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

		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,

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:

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:

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:

	•	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);

	•	Subject to guidelines mutually agreed upon by the Funds and Price Services, excess balances, if any, resulting from deposit in these designated bank accounts will be invested and the income therefrom will be used to offset fees which would otherwise be charged to the Funds under this Agreement;

	•	Ensure that any documentation received from Investors is in “good order” and all appropriate documentation is received to establish an account;

	•	Open a new account, if necessary, and credit the account of the investor with the number of Shares to be purchased according to the price of the Fund’s Shares in effect for purchases made on that date, subject to any instructions which the Fund may have given to Price Services with respect to acceptance of orders for Shares;

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

	•	Process periodic payment orders, as authorized by investors, in accordance with the payment procedures mutually agreed upon by both parties;

	•	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” );

	•	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;

	•	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;

	•	Ensure that all purchase orders are processed in accordance with Rule 22c-1 of the Investment Company Act of 1940 ( “’40 Act” );

	•	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;

	•	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

•

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.

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:

	•	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;

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

	•	For those Funds that impose redemption fees, calculate 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;

	•	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;

	•	Instruct custodian to wire redemption proceeds to a designated bank account of Price Services. Subject to guidelines mutually agreed upon by the Funds and Price Services, excess balances, if any, resulting from deposit in these bank accounts will be invested and the income therefrom will be used to offset fees which would otherwise be charged to the Funds under this Agreement;

	•	If any request for redemption does not comply with the Fund’s 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;

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

	•	In the event redemption proceeds for the payment of fees are to be wired through the Federal Reserve Wire System or via ACH, Price Services shall cause such proceeds to be wired in Federal funds or via ACH to the bank account designated by Shareholder or Administrator, as the case may be;

	•	Ensure that all redemption orders are processed in accordance with Rule 22c-1 of the ’40 Act;

	•	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;

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

	•	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

•

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.

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.

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

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.

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.

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.

Redemption of Shares under a Hold

	•	Uncollected Funds. Shares purchased by personal, corporate, governmental check, cashier’s, treasurer’s, certified or official checks or by ACH will be considered uncollected until the tenth calendar date following the trade date of the trade ( “Uncollected Funds” );

	•	Good Funds. Shares purchased by wire transfer or automatically through a shareholder’s paycheck will be considered collected immediately ( “Good Funds” ). Absent information to the contrary (i.e., notification from the payee

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

	•	Redemption of Uncollected Funds

•

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.

•

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.

•

Checkwriting Redemptions.

	•	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.

	•	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.

•

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

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.

Dividends, Distributions and Other Corporate Actions

	•	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.

	•	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.

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:

	•	Names, address and tax identification number;

	•	Number of Shares held;

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

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

	•	Information with respect to the source of dividends and distributions allocated among income (taxable and nontaxable income), realized short-term gains and realized long-term gains;

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

	•	Information with respect to withholdings on domestic and foreign accounts;

	•	Any instructions from a Shareholder including, all forms furnished by the Fund and executed by a Shareholder with respect to (i) dividend or distribution elections, and (ii) elections with respect to payment options in connection with the redemption of Shares;

	•	Any correspondence relating to the current maintenance of a Shareholder’s account;

	•	Certificate numbers and denominations for any Shareholder holding certificates;

	•	Any information required in order for Price Services to perform the calculations contemplated under this Agreement; and

	•	Any other records required under applicable law including Rules 17Ad-6 and 7 under the ’34 Act and Rule 31a-1 of the ’40 Act.

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.

Any such records maintained pursuant to Rule 31a-1 under the ’40 Act and 17AD-6 and 7 under the ’34 Act will be preserved for the periods and maintained in a manner prescribed under the Rules, including any requirements relating to electronic storage of records. 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

Price Services shall 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 and outstanding, based upon data provided to it by the Fund. Price Services shall also provide the Fund on a regular basis the total number of Shares that are authorized and issued and outstanding. Price Services shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issuance or sale of such Shares.

12.

Tax Information

Price Services shall prepare and file with the Internal Revenue Service ( “IRS” ) and with other appropriate state agencies and, if required, mail to shareholders, those returns for reporting dividends and distributions paid as required to be so filed and mailed, and shall withhold such sums required to be withheld under applicable Federal income tax laws, rules, and regulations and remit such sums to the IRS. Additionally, Price Services wi

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