CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL | |||
OFFICERS OF THE PRICE FUNDS | |||
UNDER THE SARBANES-OXLEY ACT OF 2002 | |||
I. General Statement. This Code of Ethics (the “Price Funds S-O Code”) has been designed | |||
to bring the Price Funds into compliance with the applicable requirements of the Sarbanes-Oxley | |||
Act of 2002 (the “Act”) rules promulgated by The Securities and Exchange Commission | |||
thereunder (“Regulations”). The Price Funds S-O Code applies solely to the Principal | |||
Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller of, or | |||
persons performing similar functions for, a Price Fund (whether such persons are employed by a | |||
Price Fund or third party) (“Covered Officers”). The “Price Funds” shall include each mutual | |||
fund that is managed, sponsored and distributed by affiliates of T. Rowe Price Group, Inc. | |||
(“Group”). The investment managers to the Price Funds will be referred to as the “Price Fund | |||
Advisers.” A list of Covered Officers is attached as Exhibit A. | |||
The Price Fund Advisers have, along with their parent, T. Rowe Price Group, Inc. (“Group”) | |||
also maintained a comprehensive Code of Ethics and Conduct (the “Group Code”) since 1972, | |||
which applies to all officers, directors and employees of the Price Funds, Group and its affiliates. | |||
As mandated by the Act, Group has adopted a Code (the “Group S-O Code”), similar to the | |||
Price Funds S-O Code, which applies solely to its principal executive and senior financial | |||
officers. The Group S-O Code and the Price Funds S-O Code will be referred to collectively as | |||
the “S-O Codes”. | |||
The Price Funds S-O Code has been adopted by the Price Funds in accordance with the Act and | |||
Regulations thereunder and will be administered in conformity with the disclosure requirements | |||
of Item 2 of Form N-CSR. The S-O Codes are attachments to the Group Code. In many respects | |||
the S-O Codes are supplementary to the Group Code, but the Group Code is administered | |||
separately from the S-O Codes, as the S-O Codes are from each other. | |||
II. Purpose of the Price Funds S-O Code. The purpose of the Price Funds S-O Code, as | |||
mandated by the Act and the Regulations, is to establish standards that are reasonably designed | |||
to deter wrongdoing and to promote: | |||
Ethical Conduct. Honest and ethical conduct, including the ethical handling of actual or | |||
apparent conflicts of interest between personal and professional relationships. | |||
Disclosure. Full, fair, accurate, timely and understandable disclosure in reports and | |||
documents that the Price Funds file with, or submit to, the SEC and in other public | |||
communications made by the Price Funds. | |||
Compliance. Compliance with applicable governmental laws, rules and regulations. | |||
Reporting of Violations. The prompt internal reporting of violations of the Price Funds | |||
S-O Code to an appropriate person or persons identified in the Price Funds S-O Code. | |||
Accountability. Accountability for adherence to the Price Funds S-O Code. |
III. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest. |
Overview. Each Covered Officer owes a duty to the Price Funds to adhere to a high standard of |
honesty and business ethics and should be sensitive to situations that may give rise to actual as |
well as apparent conflicts of interest. |
A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the |
interests of, or his or her service to, the Price Funds. For example, a conflict of interest would |
arise if a Covered Officer, or a member of his or her family, receives improper personal benefits |
as a result of his or her position with a Price Fund. |
Certain conflicts of interest covered by the Price Funds S-O Code arise out of the relationships |
between Covered Officers and the Price Funds and may already be subject to provisions |
regulating conflicts of interest in the Investment Company Act of 1940 (“Investment Company |
Act”), the Investment Advisers Act of 1940 (“Investment Advisers Act”) and the Group Code. |
For example, Covered Officers may not individually engage in certain transactions (such as the |
purchase or sale of securities or other property) with a Price Fund because of their status as |
“affiliated persons” of a Price Fund. The compliance programs and procedures of the Price |
Funds and Price Fund Advisers are designed to prevent, or identify and correct, violations of |
these provisions. |
Although typically not presenting an opportunity for improper personal benefit, conflicts arise |
from, or as a result of, the contractual relationship between a Price Fund and its Price Fund |
Adviser (and its affiliates) of which the Covered Officers may also be officers or employees. As |
a result, the Price Funds S-O Code recognizes that the Covered Officers will, in the normal |
course of their duties (whether formally for the Price Funds or for the Price Fund Advisers, or for |
both), be involved in establishing policies and implementing decisions which will have different |
effects on these entities. The participation of the Covered Officers in such activities is inherent |
in the contractual relationship between each Price Fund and its respective Price Fund Adviser. |
Such participation is also consistent with the performance by the Covered Officers of their duties |
as officers of the Price Funds and, if consistent with the provisions of the Investment Company |
Act and the Investment Advisers Act, it will be deemed to have been handled ethically. |
Other conflicts of interest are covered by the Price Funds S-O Code, even if these conflicts of |
interest are not addressed by or subject to provisions in the Investment Company Act and the |
Investment Advisers Act. |
Whenever a Covered Officer is confronted with a conflict of interest situation where he or she is |
uncertain as to the appropriate action to be taken, he or she should discuss the matter with the |
Chairperson of Group’s Ethics Committee or another member of the Committee. |
Handling of Specific Types of Conflicts. Each Covered Officer (and close family members) |
must not: |
Entertainment. Accept entertainment from any company with which any Price |
Fund or any Price Fund Adviser has current or prospective business dealings, |
including portfolio companies, unless such entertainment is in full compliance |
with the policy on entertainment as set forth in the Group Code. |
Gifts. Accept any gifts, except as permitted by the Group Code. |
Improper Personal Influence. Use his or her personal influence or personal | ||
relationships improperly to influence investment decisions, brokerage allocations | ||
or financial reporting by the Price Funds to the detriment of any one or more of | ||
the Price Funds. | ||
Taking Action at the Expense of a Price Fund. Cause a Price Fund to take | ||
action, or fail to take action, for the personal benefit of the Covered Officer rather | ||
than for the benefit of one or more of the Price Funds. | ||
Misuse of Price Funds’ Transaction Information. Use knowledge of portfolio | ||
transactions made or contemplated for a Price Fund or any other clients of the | ||
Price Fund Advisers to trade personally or cause others to trade in order to take | ||
advantage of or avoid the market impact of such portfolio transactions. | ||
Outside Business Activities. Engage in any outside business activity that | ||
detracts from a Covered Officer’s ability to devote appropriate time and attention | ||
to his or her responsibilities to a Price Fund. | ||
Service Providers. Excluding Group and its affiliates, have any ownership | ||
interest in, or any consulting or employment relationship with, any of the Price | ||
Funds’ service providers, except that an ownership interest in public companies is | ||
permitted | ||
Receipt of Payments. Have a direct or indirect financial interest in commissions, | ||
transaction charges, spreads or other payments paid by a Price Fund for effecting | ||
portfolio transactions or for selling or redeeming shares other than an interest | ||
(such as compensation or equity ownership) arising from the Covered Officer’s | ||
employment by Group or any of its affiliates. | ||
Service as a Director or Trustee. Serve as a director, trustee or officer of any | ||
public or private company or a non-profit organization that issues securities | ||
eligible for purchase by any of the Price Funds, unless approval is obtained as | ||
required by the Group Code. | ||
IV. Covered Officers’ Specific Obligations and Accountabilities. | ||
A. Disclosure Requirements and Controls. Each Covered Officer must | ||
familiarize himself or herself with the disclosure requirements (Form N-1A registration | ||
statement, proxy (Schedule 14A), shareholder reports, Forms N-SAR, N-CSR, etc.) | ||
applicable to the Price Funds and the disclosure controls and procedures of the Price | ||
Fund and the Price Fund Advisers. | ||
B. Compliance with Applicable Law. It is the responsibility of each Covered | ||
Officer to promote compliance with all laws, rules and regulations applicable to the Price | ||
Funds and the Price Fund Advisers. Each Covered Officer should, to the extent | ||
appropriate within his or her area of responsibility, consult with other officers and | ||
employees of the Price Funds and the Price Fund Advisers and take other appropriate | ||
steps with the goal of promoting full, fair, accurate, timely and understandable disclosure | ||
in the reports and documents the Price Funds file with, or submit to, the SEC, and in | ||
other public communications made by the Price Funds. |
C. Fair Disclosure. Each Covered Officer must not knowingly misrepresent, or |
cause others to misrepresent, facts about a Price Fund to others, whether within or |
outside the Price organization, including to the Price Fund’s directors and auditors, and |
to governmental regulators and self-regulatory organizations. |
D. Initial and Annual Affirmations. Each Covered Officer must: |
1. Upon adoption of the Price Funds S-O Code (or thereafter, as applicable, upon |
becoming a Covered Officer), affirm in writing that he or she has received, read, |
and understands the Price Funds S-O Code. |
2. Annually affirm that he or she has complied with the requirements of the Price |
Funds S-O Code. |
E. Reporting of Material Violations of the Price Funds S-O Code. If a |
Covered Officer becomes aware of any material violation of the Price Funds S-O Code |
or laws and governmental rules and regulations applicable to the operations of the |
Price Funds, he or she must promptly report the violation (“Report”) to the Chief |
Legal Counsel of the Price Funds (“CLC”). Failure to report a material violation will |
be considered itself a violation of the Price Funds S-O Code. The CLC is identified in |
the attached Exhibit B. |
It is the Price Funds policy that no retaliation or other adverse action will be taken |
against any Covered Officer or other employee of a Price Fund, a Price Fund Adviser |
or their affiliates based upon any lawful actions of the Covered Officer or employee |
with respect to a Report made in good faith. |
F. Annual Disclosures. Each Covered Officer must report, at least annually, all |
affiliations or other relationships as called for in the “Annual Questionnaire for |
Executive Officers and/or Employee Directors/Trustees of Group and the Price Funds.” |
V. Administration of the Price Funds S-O Code. The Ethics Committee is responsible for |
administering the Price Funds S-O Code and applying its provisions to specific situations in |
which questions are presented. |
A. Waivers and Interpretations. The Chairperson of the Ethics Committee has |
the authority to interpret the Price Funds S-O Code in any particular situation and to |
grant waivers where justified, subject to the approval of the Joint Audit Committee of |
the Price Funds. All material interpretations concerning Covered Officers will be |
reported to the Joint Audit Committee of the Price Funds at its next meeting. Waivers, |
including implicit waivers, to Covered Officers will be publicly disclosed as required |
in the Instructions to N-CSR. Pursuant to the definition in the Regulations, an implicit |
waiver means a Price Fund’s failure to take action within a reasonable period of time |
regarding a material departure from a provision of the Price Funds S-O Code that has |
been made known to an “executive officer” (as defined in Rule 3b-7 under the |
Securities Exchange Act of 1934) of a Price Fund. An executive officer of a Price |
Fund includes its president and any vice-president in charge of a principal business |
unit, division or function. |
B. Violations/Investigations. The following procedures will be followed in |
investigating and enforcing the Price Funds S-O Code: |
1. The CLC will take or cause to be taken appropriate action to |
investigate any potential or actual violation reported to him or her. |
2. The CLC, after consultation if deemed appropriate with Outside |
Counsel to the Price Funds, will make a recommendation to the |
appropriate Price Funds Board regarding the action to be taken with |
regard to each material violation. Such action could include any of the |
following: a letter of censure or suspension, a fine, a suspension of trading |
privileges or termination of officership or employment. In addition, the |
violator may be required to surrender any profit realized (or loss avoided) |
from any activity that is in violation of the Price Funds S-O Code. |
VI. Amendments to the Price Funds S-O Code. Except as to the contents of Exhibit A and |
Exhibit B, the Price Funds S-O Code may not be materially amended except in written form, |
which is specifically approved or ratified by a majority vote of each Price Fund Board, including |
a majority of the independent directors on each Board. |
VII. Confidentiality. All reports and records prepared or maintained pursuant to the Price |
Funds S-O Code will be considered confidential and shall be maintained and protected |
accordingly. Except as otherwise required by law, the Price Funds S-O Code or as necessary in |
connection with regulations under the Price Funds S-O Code, such matters shall not be disclosed |
to anyone other than the directors of the appropriate Price Fund Board, Outside Counsel to the |
Price Funds, members of the Ethics Committee and the CLC and authorized persons on his or |
her staff. |
Approved: October 2003 |
Exhibit A |
Persons Covered by the Price Funds S-O Code of Ethics |
Edward C. Bernard, Chairman and Chief Executive Officer |
Joseph A. Carrier, Treasurer and Chief Financial Officer |
Exhibit B |
Chief Legal Counsel to the Price Funds |
Henry H. Hopkins |