AMENDMENT TO UNDERWRITING AGREEMENTS (the “Agreements”) Between Each of the T. ROWE PRICE FUNDS (collectively, the “Corporations/Trusts”) as set forth on Schedule A hereto And
AMENDMENT TO
(the “Agreements”)
Between
Each of the ▇. ▇▇▇▇ PRICE FUNDS
(collectively, the “Corporations/Trusts”) as set forth on Schedule A hereto
And
▇. ▇▇▇▇ PRICE INVESTMENT SERVICES, INC.
(the “Distributor”)
This is an amendment, made as of February 6, 2017, to each of the Agreements listed on Schedule A, by and between each respective Corporation/Trust, separately and not jointly, and the Distributor.
WITNESSETH:
WHEREAS, the Distributor is engaged principally in the business of distributing shares of the investment companies sponsored and managed by ▇. ▇▇▇▇ Price Associates, Inc. (“Price Associates”) and is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, (“SEA-34”) and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and the Funds desire the Distributor, as set forth in each Agreement, to continue to act as the distributor in the public offering of their shares;
WHEREAS, at its meeting on February 6, 2017, the board of directors/trustees of each of the Corporations/Trusts authorized the respective Corporation/Trust to amend its Agreement to allow the Distributor to enter into separate agreements with affiliated ▇. ▇▇▇▇ Price entities, which will authorize those entities to offer for sale and accept orders for the sale of Fund Shares in limited circumstances from investors in countries outside the United States;
WHEREAS, the Distributor and the Corporations/Trusts desire to continue each respective Agreement on the same terms and conditions other than as described below; and
WHEREAS, tunless otherwise defined herein, capitalized terms used herein shall have the respective meaning ascribed in the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the parties hereto agree as follows:
1. Paragraph 2 of each Agreement is amended to read as follows:
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 prospectus for the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), the Distributor is authorized to sell, as agent for the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), Shares authorized for issuance and registered under SA-33. Distributor may also sell Shares under offers of exchange between and among the investment companies for which Price Associates acts as sponsor and investment adviser (“Price Funds”). 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 or Funds (as applicable) by accepting unconditional orders to purchase the Shares placed with Distributor by investors or by selected dealers 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.
The Distributor shall have the right to enter into selected dealer agreements with registered and qualified securities dealers and other financial institutions of its choice for the sale of Shares, provided that the Corporation shall approve the forms of such agreements. Within the United States, the Distributor shall offer and sell Shares only to such selected dealers as are members in good standing of FINRA or are institutions exempt from registration under applicable federal securities laws. Shares sold to selected dealers shall be for resale by such dealers only at the public offering price as defined in Paragraph 5 hereof.
The Distributor shall have the right to enter into agreements with one or more entities that control or are controlled by, or are under common control with, the Distributor (“Foreign Affiliates”) to enable those Foreign Affiliates to offer and sell Shares to investors and financial intermediaries outside the United States, subject to the rules, regulations, and legal requirements applicable to the country in which the investor or financial intermediary is located. Any Foreign Affiliates authorized to sell Shares shall not be considered a third party beneficiary of this Agreement and any Shares sold by Foreign Affiliates shall be at the public offering price as defined in Paragraph 5 hereof. Without limiting the generality of the foregoing, the Distributor shall require any such Foreign Affiliate to comply with any limitations on the Distributor set out in this Agreement (except to the extent such limitations relate solely to compliance with U.S. laws, rules, regulations and legal requirements applicable to the conduct of the Distributor with respect to the offer and sale of Shares within the United States.
2. Paragraph 7 of each Agreement is amended to read as follows:
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 from investors unconditional orders for Shares authorized for issuance by the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), 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 Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) shall make available to the Distributor at the expense of the Distributor such number of copies of the Fund’s currently effective prospectus as the Distributor may reasonably request. The Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) 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. For any solicitations of orders outside the United States, the Distributor shall require the applicable Foreign Affiliate to comply with all country-specific laws, regulations, and licensing and registration requirements.
3. Paragraph 8 of each Agreement is amended to read as follows:
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.
Neither Distributor nor any selected dealer nor any other person, including a Foreign Affiliate, if applicable, is authorized by the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) 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 Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), 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, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund. 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.
4. Paragraph 9 of each Agreement is amended to read as follows:
9. Registration and Sale of Additional Shares. The Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) will, from time to time, use its best efforts to register under SA-33, such Shares of the Fund or Funds (as applicable) as Distributor may reasonably be expected to sell on behalf of the Fund or Funds (as applicable). In connection therewith, the Fund hereby agrees to register an indefinite number of Shares pursuant to Rule 24f-2 under ICA-40, as amended. The Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) will, in cooperation with the Distributor, take such action 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. For any sales of Shares outside the United States, the Distributor shall require the applicable Foreign Affiliate to comply with all country-specific laws, regulations, and licensing and registration requirements.
5. Paragraph 11 or Paragraph 12 of each Agreement, as applicable, is amended to read as follows:
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 FINRA. The Distributor shall require the applicable Foreign Affiliate to agree that in accepting sales of Shares outside the United States it shall duly conform in all respects with the laws of the applicable country in which sales of such Shares are accepted.
6. Paragraph 12 or Paragraph 13 of each Agreement, as applicable, is amended to read as follows:
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 (including any Foreign Affiliates, if applicable) 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.
7. The first paragraph relating to Indemnification under Paragraph 13 or Paragraph 14, as applicable, of each Agreement is amended to read as follows:
Indemnification. Distributor, on its own behalf and on behalf of any Foreign Affiliate entering into an agreement to distribute and accept sales of Shares of the Fund, 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 therewith) to which the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) 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 in any jurisdiction outside the United States, 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 Foreign Affiliate) or any of Distributor’s (or Foreign Affiliate’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, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), 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, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) by Distributor. In no case (i) is Distributor’s indemnity in favor
of the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), or any person indemnified to be deemed to protect the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), as appropriate, or such indemnified person against any liability to which the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), 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, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), or any person indemnified unless the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), 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, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), or upon such person (or after the Corporation, Trust, 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, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) or any person against whom such action is brought otherwise than on account of Distributor’s indemnity agreement contained in this Paragraph.
8. Except as amended hereby, all of the terms and conditions of each Agreement shall remain in full force and effect in accordance with its terms. The parties acknowledge that the rights and obligations of the Corporations/Trusts hereunder are several and not joint, that no Corporation/Trust shall be liable for any responsibility or amount owing by another Corporation/Trust, and that the Corporations/Trusts have executed one instrument for convenience only.
IN WITNESS THEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized, as of the day and year first written above.
Attest: | Each of the Corporations/Trusts listed in Schedule A |
/s/▇▇▇▇▇▇▇ ▇. Braman _________________________________ Darrell ▇. ▇▇▇▇▇▇, Secretary | /s/▇▇▇▇▇ Oestreicher __________________________________ David ▇▇▇▇▇▇▇▇▇▇▇, Vice President |
Attest: | ▇. ▇▇▇▇ PRICE INVESTMENT SERVICES, INC. |
/s/▇▇▇▇ ▇. Flister ________________________________ Joan ▇. ▇▇▇▇▇▇▇, Assistant Secretary | /s/▇▇▇▇▇▇▇ ▇. Braman __________________________________ Darrell ▇. ▇▇▇▇▇▇, Vice President |
SCHEDULE A
▇. ▇▇▇▇ Price Balanced Fund, Inc.
▇. ▇▇▇▇ Price Blue Chip Growth Fund, Inc.
▇. ▇▇▇▇ Price California Tax-Free Income Trust
California Tax-Free Bond Fund
California Tax-Free Money Fund
▇. ▇▇▇▇ Price Capital Appreciation Fund
▇. ▇▇▇▇ Price Capital Appreciation & Income Fund, Inc.
▇. ▇▇▇▇ Price Capital Opportunity Fund, Inc.
▇. ▇▇▇▇ Price Corporate Income Fund, Inc.
▇. ▇▇▇▇ Price Credit Opportunities Fund, Inc.
▇. ▇▇▇▇ Price Diversified Mid-Cap Growth Fund, Inc.
▇. ▇▇▇▇ Price Dividend Growth Fund, Inc.
▇. ▇▇▇▇ Price Equity Income Fund
▇. ▇▇▇▇ Price Equity Series, Inc.
▇. ▇▇▇▇ Price Blue Chip Growth Portfolio
▇. ▇▇▇▇ Price Equity Income Portfolio
▇. ▇▇▇▇ Price Equity Index 500 Portfolio
▇. ▇▇▇▇ Price Health Sciences Portfolio
▇. ▇▇▇▇ Price Mid-Cap Growth Portfolio
▇. ▇▇▇▇ Price New America Growth Portfolio
▇. ▇▇▇▇ Price Personal Strategy Balanced Portfolio
▇. ▇▇▇▇ Price Financial Services Fund, Inc.
▇. ▇▇▇▇ Price Fixed Income Series, Inc.
▇. ▇▇▇▇ Price Government Money Portfolio
▇. ▇▇▇▇ Price Limited-Term Bond Portfolio
▇. ▇▇▇▇ Price Floating Rate Fund, Inc.
▇. ▇▇▇▇ Price Global Allocation Fund, Inc.
▇. ▇▇▇▇ Price Global Multi-Sector Bond Fund, Inc.
▇. ▇▇▇▇ Price Global Real Estate Fund, Inc.
▇. ▇▇▇▇ Price Global Technology Fund, Inc.
▇. ▇▇▇▇ Price GNMA Fund
▇. ▇▇▇▇ Price Government Money Fund, Inc.
▇. ▇▇▇▇ Price Growth & Income Fund, Inc.
▇. ▇▇▇▇ Price Growth Stock Fund, Inc.
▇. ▇▇▇▇ Price Health Sciences Fund, Inc.
▇. ▇▇▇▇ Price High Yield Fund, Inc.
▇. ▇▇▇▇ Price Index Trust, Inc.
▇. ▇▇▇▇ Price Equity Index 500 Fund
▇. ▇▇▇▇ Price Extended Equity Market Index Fund
▇. ▇▇▇▇ Price Mid-Cap Index Fund
▇. ▇▇▇▇ Price Small-Cap Index Fund
▇. ▇▇▇▇ Price Total Equity Market Index Fund
▇. ▇▇▇▇ Price Inflation Protected Bond Fund, Inc.
▇. ▇▇▇▇ Price Institutional Equity Funds, Inc.
▇. ▇▇▇▇ Price Institutional Large-Cap Core Growth Fund
▇. ▇▇▇▇ Price Institutional Large-Cap Growth Fund
▇. ▇▇▇▇ Price Institutional Large-Cap Value Fund
▇. ▇▇▇▇ Price Institutional Mid-Cap Equity Growth Fund
▇. ▇▇▇▇ Price Institutional Small-Cap Stock Fund
▇. ▇▇▇▇ Price Institutional U.S. Structured Research Fund
▇. ▇▇▇▇ Price Institutional Income Funds, Inc.
▇. ▇▇▇▇ Price Institutional Cash Reserves Fund
▇. ▇▇▇▇ Price Institutional Core Plus Fund
▇. ▇▇▇▇ Price Institutional Credit Opportunities Fund
▇. ▇▇▇▇ Price Institutional Floating Rate Fund
▇. ▇▇▇▇ Price Institutional Global Multi-Sector Bond Fund
▇. ▇▇▇▇ Price Institutional High Yield Fund
▇. ▇▇▇▇ Price Institutional Long Duration Credit Fund
▇. ▇▇▇▇ Price Institutional International Funds, Inc.
▇. ▇▇▇▇ Price Institutional Africa & Middle East Fund
▇. ▇▇▇▇ Price Institutional Emerging Markets Bond Fund
▇. ▇▇▇▇ Price Institutional Emerging Markets Equity Fund
▇. ▇▇▇▇ Price Institutional Frontier Markets Equity Fund
▇. ▇▇▇▇ Price Institutional Global Focused Growth Equity Fund
▇. ▇▇▇▇ Price Institutional Global Growth Equity Fund
▇. ▇▇▇▇ Price Institutional Global Value Equity Fund
▇. ▇▇▇▇ Price Institutional International Bond Fund
▇. ▇▇▇▇ Price Institutional International Concentrated Equity Fund
▇. ▇▇▇▇ Price Institutional International Core Equity Fund
▇. ▇▇▇▇ Price Institutional International Growth Equity Fund
▇. ▇▇▇▇ Price Intermediate Tax-Free High Yield Fund, Inc.
▇. ▇▇▇▇ Price International Funds, Inc.
▇. ▇▇▇▇ Price Africa & Middle East Fund
▇. ▇▇▇▇ Price Asia Opportunities Fund
▇. ▇▇▇▇ Price Emerging Europe Fund
▇. ▇▇▇▇ Price Emerging Markets Bond Fund
▇. ▇▇▇▇ Price Emerging Markets Corporate Bond Fund
▇. ▇▇▇▇ Price Emerging Markets Local Currency Bond Fund
▇. ▇▇▇▇ Price Emerging Markets Stock Fund
▇. ▇▇▇▇ Price Emerging Markets Value Stock Fund
▇. ▇▇▇▇ Price European Stock Fund
▇. ▇▇▇▇ Price Global Growth Stock Fund
▇. ▇▇▇▇ Price Global High Income Bond Fund
▇. ▇▇▇▇ Price Global Industrials Fund
▇. ▇▇▇▇ Price Global Stock Fund
▇. ▇▇▇▇ Price Global Unconstrained Bond Fund
▇. ▇▇▇▇ Price International Bond Fund
▇. ▇▇▇▇ Price International Concentrated Equity Fund
▇. ▇▇▇▇ Price International Discovery Fund
▇. ▇▇▇▇ Price International Stock Fund
▇. ▇▇▇▇ Price International Value Equity Fund
▇. ▇▇▇▇ Price Japan Fund
▇. ▇▇▇▇ Price Latin America Fund
▇. ▇▇▇▇ Price New Asia Fund
▇. ▇▇▇▇ Price Overseas Stock Fund
▇. ▇▇▇▇ Price International Index Fund, Inc.
▇. ▇▇▇▇ Price International Equity Index Fund
▇. ▇▇▇▇ Price International Series, Inc.
▇. ▇▇▇▇ Price International Stock Portfolio
▇. ▇▇▇▇ Price Limited Duration Inflation Focused Bond Fund, Inc.
▇. ▇▇▇▇ Price Media & Telecommunications Fund, Inc.
▇. ▇▇▇▇ Price Mid-Cap Growth Fund, Inc.
▇. ▇▇▇▇ Price Mid-Cap Value Fund, Inc.
▇. ▇▇▇▇ Price Multi-Sector Account Portfolios, Inc.
▇. ▇▇▇▇ Price Emerging Markets Corporate Multi-Sector Account Portfolio
▇. ▇▇▇▇ Price Emerging Markets Local Multi-Sector Account Portfolio
▇. ▇▇▇▇ Price Floating Rate Multi-Sector Account Portfolio
▇. ▇▇▇▇ Price High Yield Multi-Sector Account Portfolio
▇. ▇▇▇▇ Price Investment-Grade Corporate Multi-Sector Account Portfolio
▇. ▇▇▇▇ Price Mortgage-Backed Securities Multi-Sector Account Portfolio
▇. ▇▇▇▇ Price New America Growth Fund
▇. ▇▇▇▇ Price New Era Fund, Inc.
▇. ▇▇▇▇ Price New Horizons Fund, Inc.
▇. ▇▇▇▇ Price New Income Fund, Inc.
▇. ▇▇▇▇ Price Personal Strategy Funds, Inc.
▇. ▇▇▇▇ Price Personal Strategy Balanced Fund
▇. ▇▇▇▇ Price Personal Strategy Growth Fund
▇. ▇▇▇▇ Price Personal Strategy Income Fund
▇. ▇▇▇▇ Price Quantitative Management Funds, Inc.
▇. ▇▇▇▇ Price QM Global Equity Fund
▇. ▇▇▇▇ Price QM U.S. Small-Cap Growth Equity Fund
▇. ▇▇▇▇ Price QM U.S. Small & Mid-Cap Core Equity Fund
▇. ▇▇▇▇ Price QM U.S. Value Equity Fund
▇. ▇▇▇▇ Price Real Assets Fund, Inc.
▇. ▇▇▇▇ Price Real Estate Fund, Inc.
▇. ▇▇▇▇ Price Reserve Investment Funds, Inc.
▇. ▇▇▇▇ Price Government Reserve Fund
▇. ▇▇▇▇ Price Short-Term Fund
▇. ▇▇▇▇ Price Treasury Reserve Fund
▇. ▇▇▇▇ Price Retirement Funds, Inc.
▇. ▇▇▇▇ Price Retirement 2005 Fund
▇. ▇▇▇▇ Price Retirement 2010 Fund
▇. ▇▇▇▇ Price Retirement 2015 Fund
▇. ▇▇▇▇ Price Retirement 2020 Fund
▇. ▇▇▇▇ Price Retirement 2025 Fund
▇. ▇▇▇▇ Price Retirement 2030 Fund
▇. ▇▇▇▇ Price Retirement 2035 Fund
▇. ▇▇▇▇ Price Retirement 2040 Fund
▇. ▇▇▇▇ Price Retirement 2045 Fund
▇. ▇▇▇▇ Price Retirement 2050 Fund
▇. ▇▇▇▇ Price Retirement 2055 Fund
▇. ▇▇▇▇ Price Retirement 2060 Fund
▇. ▇▇▇▇ Price Retirement Balanced Fund
▇. ▇▇▇▇ Price Retirement Income 2020 Fund
▇. ▇▇▇▇ Price Target 2005 Fund
▇. ▇▇▇▇ Price Target 2010 Fund
▇. ▇▇▇▇ Price Target 2015 Fund
▇. ▇▇▇▇ Price Target 2020 Fund
▇. ▇▇▇▇ Price Target 2025 Fund
▇. ▇▇▇▇ Price Target 2030 Fund
▇. ▇▇▇▇ Price Target 2035 Fund
▇. ▇▇▇▇ Price Target 2040 Fund
▇. ▇▇▇▇ Price Target 2045 Fund
▇. ▇▇▇▇ Price Target 2050 Fund
▇. ▇▇▇▇ Price Target 2055 Fund
▇. ▇▇▇▇ Price Target 2060 Fund
▇. ▇▇▇▇ Price Science & Technology Fund, Inc.
▇. ▇▇▇▇ Price Short-Term Bond Fund, Inc.
▇. ▇▇▇▇ Price Ultra Short-Term Bond Fund
▇. ▇▇▇▇ Price Small-Cap Stock Fund, Inc.
▇. ▇▇▇▇ Price Small-Cap Value Fund, Inc.
▇. ▇▇▇▇ Price Spectrum Fund, Inc.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
▇. ▇▇▇▇ Price State Tax-Free Income Trust
Georgia Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
Maryland Tax-Free Bond Fund
Maryland Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
▇. ▇▇▇▇ Price Summit Funds, Inc.
▇. ▇▇▇▇ Price Cash Reserves Fund
▇. ▇▇▇▇ Price Summit Municipal Funds, Inc.
▇. ▇▇▇▇ Price Summit Municipal Income Fund
▇. ▇▇▇▇ Price Summit Municipal Intermediate Fund
▇. ▇▇▇▇ Price Summit Municipal Money Market Fund
▇. ▇▇▇▇ Price Tax-Efficient Funds, Inc.
▇. ▇▇▇▇ Price Tax-Efficient Equity Fund
▇. ▇▇▇▇ Price Tax-Exempt Money Fund, Inc.
▇. ▇▇▇▇ Price Tax-Free High Yield Fund, Inc.
▇. ▇▇▇▇ Price Tax-Free Income Fund, Inc.
▇. ▇▇▇▇ Price Tax-Free Short-Intermediate Fund, Inc.
▇. ▇▇▇▇ Price Total Return Fund, Inc.
▇. ▇▇▇▇ Price U.S. Bond Enhanced Index Fund, Inc.
▇. ▇▇▇▇ Price U.S. Large-Cap Core Fund, Inc.
▇. ▇▇▇▇ Price U.S. Treasury Funds, Inc.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
▇. ▇▇▇▇ Price Value Fund, Inc.
CAPS\Documents\Agreements\.Underwriting Agreements\Amendment to Underwriting Agreements Feb 2017.doc