T. ROWE PRICE GROUP, INC. AND ITS SUBSIDIARIES
T. ROWE PRICE MUTUAL FUNDS
T. ROWE PRICE EXCHANGE-TRADED FUNDS
CODE OF ETHICS AND PERSONAL TRANSACTIONS POLICY
February 1, 2023
Table of Contents
I.
INTRODUCTION ............................................................................................................ 2
II.
STANDARDS OF BUSINESS CONDUCT .................................................................... 3
III.
REPORTING REQUIREMENTS .................................................................................. 5
A. Initial Disclosure of Existing Accounts .................................................................................... 5
B. New Accounts ........................................................................................................................... 5
C. Transaction Reporting ............................................................................................................... 5
D. Exceptions to the Reporting Requirements ............................................................................... 6
IV.
PRE-CLEARANCE AND HOLDING PERIOD REQUIREMENTS ......................... 6
A. Pre-clearance Requirements for all Associates ......................................................................... 6
B. Pre-clearance Requirements for Access Persons ...................................................................... 7
C. Holding Period Requirements ................................................................................................... 7
D. Exceptions to the Pre-Clearance Requirement.......................................................................... 7
V.
OTHER PROVISIONS RELATING TO PERSONAL TRANSACTIONS ............... 8
A. Limit Orders .............................................................................................................................. 8
B. Transacting in TRPG Securities ................................................................................................ 8
C. Transacting in ETFs .................................................................................................................. 8
D. Initial Public Offerings (“IPOs”) .............................................................................................. 9
E. Options and Futures ................................................................................................................... 9
F. Participation in Investment Clubs .............................................................................................. 9
VI.
PERSONAL TRANSACTIONS RESTRICTIONS ..................................................... 10VII. CERTIFICATION REQUIREMENTS ........................................................................ 10
A. Initial Holdings ....................................................................................................................... 10
B. Annual Compliance Certification............................................................................................ 11
C. Reporting of One – Half of One Percent Ownership .............................................................. 11
VIII. ROLES AND RESPONSIBILITIES ............................................................................. 12
IX.
VIOLATIONS AND SANCTIONS ............................................................................... 12
X.
EXCEPTIONS AND INTERPRETATIONS ............................................................... 13
XI.
DEFINED TERMS ......................................................................................................... 14
Exhibit A: Provisions Applicable to Independent Directors .................................................. 17
Exhibit B: Pre-clearance and Reporting Matrix ..................................................................... 22

T. ROWE RICE GROUP, INC. AND ITS SUBSIDIARIES
T. ROWE PRICE MUTUAL FUNDS
T. ROWE PRICE EXCHANGE-TRADED FUNDS
CODE OF ETHICS AND PERSONAL TRANSACTIONS POLICYI.

INTRODUCTION

This Code of Ethics and Personal Transactions Policy (the “Policy”) sets forth the standards ofbusiness conduct expected of all:
• officers, directors and employees of T. Rowe Price Group, Inc. (“TRPG”) and certain of
its subsidiaries1 (collectively, “T. Rowe Price”) and their Family Members;• officers, directors and employees of the Price Funds, the SICAVs, or the Cayman Funds(each as defined below); and• contingent workers, agency temporary workers, contractors, consultants, and any otherpersonnel who have been notified that they are subject to this Policy(collectively referred to as “Associates”) in connection with their personal securities transactions.
The Policy is designed to:• Reflect the fiduciary duty of the firm to its clients;• Address compliance with laws, rules, and regulations applicable to T. Rowe Price’s
business, including, but not limited to Rule 204A-1 under the Investment Advisers Act(“Rule 204A-1”) and Rule 17j-1 under the Investment Company Act of 1940 (“Rule 17j1”);• Prevent regulatory, business and ethical conflicts as they relate to personal transactions;• Minimize the potential of a transaction or circumstance occurring that a regulatory agency
would view as inconsistent with T. Rowe Price’s role as a fiduciary;• Avoid situations in which it might appear that any officer, director, employee or otherpersonnel of T. Rowe Price or the Price Funds had benefited personally at the expense ofa client or fund shareholder or taken inappropriate advantage of their fiduciary position;and• Detect and prevent the misuse of material, non-public information.
All Associates must comply with the Policy. Certain Associates will be notified by CodeCompliance that they have been designated as “Access Persons” and are subject to more restrictive
pre-clearance and reporting requirements.
“Access Persons” are defined as:• Any officer or director of any of the Price Advisers and the Price Funds (except the
Independent Directors of the Price Funds);• Any person associated with T. Rowe Price who, in connection with their regular functions
or duties: (i) makes, participates in, obtains or has access to non-public information
regarding the purchase or sale of securities by any Price Adviser client; (ii) has access to
non-public information regarding the securities holdings of any Price Adviser client; or1

For the avoidance of doubt, this Policy does not apply to Oak Hill Advisors, L.P and its subsidiaries.

2•(iii) makes recommendations with respect to the purchases or sales of securities for a Price
Adviser client; or
Any other person classified as such by Code Compliance.

The Policy has been adopted by T. Rowe Price and its subsidiaries2, the Price Funds, T. RowePrice UK Limited (TRP UK”), the SICAVs, and the Cayman Funds.
The independent directors of TRPG, TRP UK , T. Rowe Price Funds SICAV (“SICAVI”), T. RowePrice Funds Series II SICAV (“SICAVII”), Select Investments Series III SICAV (“SICAVIII”),
T. Rowe Price Funds B SICAV (“SICAVB” and together with the SICAVI, SICAVII, SICAVIII
and SICAVB, the “SICAVs”), T. Rowe Price Macro and Absolute Return Strategies Master Fund
Ltd and T. Rowe Price Macro and Absolute Return Strategies Offshore Fund Ltd (together the“Cayman Funds”) and Price Funds are not subject to all the requirements of the Policy. The
requirements of the Policy applicable to independent directors are set forth in Exhibit A.
This Policy and each Associate’s adherence to it is meant to satisfy T. Rowe Price’s requirements
under Rule 204A-1 and Rule 17j-1.
Certain defined terms used in the Policy are set forth in “Defined Terms.”
II.

STANDARDS OF BUSINESS CONDUCT

T. Rowe Price has established a Code of Conduct that sets standards expected of all Associates
and provides the framework for conducting business in a fair and ethical manner. Consistent with
the Code of Conduct, T. Rowe Price and each Associate have a fiduciary duty to put client interests
first and to always act in the clients’ best interests. Associates must comply with applicable legal
requirements, securities laws, the Code of Conduct and related policies and procedures.
Conflicts of Interest
The Code of Conduct states that conflicts of interest may arise between clients, between clientsand T. Rowe Price, between clients and Associates, and among T. Rowe Price’s own entities orbusiness divisions. T. Rowe Price takes all reasonable steps to identify and manage conflicts. It is
the responsibility of each Associate to disclose all material conflicts and to act in a mannerconsistent with this Policy. Conflicts or potential conflicts of interest involving an Associate’s
behavior may arise through, among other activities, an Associate’s personal securities transactions,outside business activities, political contributions and activities and the exchange of gifts andbusiness entertainment.
Personal securities transactions. An Associate’s personal securities transactions may present an
actual, potential or apparent conflict or other risk that could harm T. Rowe Price, its shareholders
or its clients. For T. Rowe Price to identify and manage these conflicts and risks, Associates must
disclose their personal brokerage accounts and holdings, disclose and receive approval for any
trading accounts subject to this Policy and conduct approved securities transactions in accordancewith the requirements of this Policy.
2

For the avoidance of doubt, this Policy does not apply to Oak Hill Advisors, L.P and its subsidiaries.

3

Associates must not:• Improperly benefit personally by causing a client to act, or fail to act, in making investment
decisions.
• Profit, or cause others to profit, based on their knowledge of completed or contemplatedclient transactions.
• Transact on the basis on material, non-public (inside) information.
• Engage in personal securities transactions that are in conflict with the interests of clients,
the parameters set by the Policy, or the restrictions imposed by T. Rowe Price restricted
lists.
T. Rowe Price maintains lists of issuers for which a Price Adviser or an Associate may be inpossession of material, non-public information (the “Restricted Lists”). When an issuer is listed
on a Restricted List, personal trading by Access Persons is prohibited.
Outside business activities. Associates are expected to put their responsibilities at T. Rowe Priceahead of any other personal business opportunities or second jobs and must avoid any activities,
relationships or situations that might conflict with, or appear to conflict with, their duties on behalfof T. Rowe Price. When an Associate is engaged in an approved outside business activity, theymust be vigilant about any changes in the arrangement that may present a real or perceived conflictof interest with T. Rowe Price. Refer to the Global Outside Business Activities Policy for more
information.
Political contributions and activities. Associates must obtain prior clearance for their politicalcontributions and activities in support of candidates for political office in the U.S. Politicalcontributions and activities undertaken by Associates must always be lawful and consistent with
T. Rowe Price and business unit policies. Associates may not coordinate or solicit third parties tomake a contribution or payment to any candidate, officeholder, political party, political action
committee, political organization or bond ballot campaign in the U.S. Furthermore, Associates
may not do anything indirectly that, if done directly, would violate T. Rowe Price policies orapplicable regulation. Refer to the Global Political Contributions and Activities Policy for more
information.
Gifts and business entertainment. Associates may not offer, give, provide, or accept any gift or
business entertainment unless such gift or entertainment:• Is reasonable and customary under the circumstances;• Is not lavish in value, unique in nature, or excessive in frequency;• Cannot be construed as a bribe, payoff, or kickback to obtain or retain business;• Is an appropriate reimbursable business expense; and• Does not violate any applicable law or regulation.
Refer to the Global Gifts and Business Entertainment Policy for more information.
Associates must contact Code Compliance for guidance if they believe that a perceived or actual
conflict arises under any of the activities described above or otherwise.

4

III.

REPORTING REQUIREMENTS

Securities accounts are generally defined as accounts that satisfy one of the following conditions:• The Associate is a direct or Beneficial Owner of the account; OR• The Associate Controls or directs securities trading for another person or entity, even if
they are not the Beneficial Owner of the account;
AND invest in, or have the ability to invest in, any of the following securities:• Individual equity securities, including ETFs, and derivatives of these securities;• Fixed income securities and derivatives of these securities; and• Reportable Funds.
A. Initial Disclosure of Existing Accounts
All Associates must disclose their securities accounts and the securities accounts of their Family
Members (including Fully Discretionary Accounts and any securities accounts holding TRPG
securities) maintained with any broker, dealer, investment adviser, bank or other financial
institution via myTRPcompliance. Such disclosure must take place within ten calendar days of
becoming subject to the Policy, opening or discovering a reportable account.
B. New Accounts
All Associates must obtain prior approval via myTRPcompliance for all new non-T. Rowe Pricesecurities accounts opened while they are associated with the firm. Associates in the U.S. and the
U.K. may only open new securities accounts with financial institutions that agree to provide CodeCompliance with an automated data feed of the transactions effected in the account (the Approved
Broker List). All Associates opening a new securities account with a broker-dealer must informsuch firm of their association with a T. Rowe Price-affiliated broker-dealer.
Securities held in securities accounts are generally subject to reporting and may require preclearance. Refer to “Reporting Requirements” and “Pre-clearance and Holding Period
Requirements” for details. Code Compliance may, in certain circumstances, grant an exception to
the requirements described above. Refer to “Exceptions and Interpretations” for more
information.
C. Transaction Reporting
All Associates must request broker-dealers, investment advisers, banks, or other financial
institutions executing transactions in securities in the Associate’s securities accounts to provide:(i) a duplicate trade confirmation with respect to each transaction in a security; and (ii) a copy of
all periodic account statements.
If the executing firm provides a trade confirmation directly to Code Compliance via an establishedautomated data feed, no further reporting is needed.

5

If the broker is unable to satisfy transaction reporting through an automated data feed or by delivery
of a paper copy of trade confirmations and statements, Associates are required to enter transaction
details in myTRPcompliance (as prescribed in Rule 17j-1(d)(1)(ii)) within 10 calendar days after
the transaction occurred.
A transaction in a Reportable Fund, a spousal payroll deduction plan or a stock split or similaracquisition or disposition must be reported within 30 calendar days after the end of the calendar
quarter in which the transaction occurred
D. Exceptions to the Reporting Requirements
Robo Adviser Accounts. Accounts held through a robo-adviser platform that invest solely in third
party collective investment vehicles that are not advised by T. Rowe Price (such as non-Price
ETFs) do not require approval or reporting to Code Compliance. Transactions effected in suchaccounts do not need to be reported. Questions on whether an account is classified as a roboadviser should be directed to Code ComplianceFully Discretionary Accounts. A Fully Discretionary Account is a securities account for which an
Associate has completely relinquished decision-making authority to a professional money
manager (who is not a Family Member or not otherwise subject to this Policy) and over which the
Associate has no direct or indirect influence or Control. When disclosing Fully Discretionary
Accounts, Associates must provide Code Compliance with a copy of the investment managementagreement (or equivalent).
IV.

PRE-CLEARANCE AND HOLDING PERIOD REQUIREMENTS

All Associates must obtain pre-clearance via myTRPcompliance when transacting in TRPG
securities. Associates who have been designated as Access Persons must also obtain pre-clearance
for other securities transactions, as described in further detail below.
Associates will receive a response via myTRPcompliance indicating whether the request wasapproved or denied and must refrain from executing the transaction until such response is obtained.
Pre-clearance approval is valid for three business days from and including the date the clearance
is granted (measured from the first business day in the requesting Associate’s time zone). Preclearance approval for Private Placements is valid for 90 calendar days.
A. Pre-clearance Requirements for all Associates• All Associates must request pre-clearance via myTRPcompliance before executing atransaction to sell or transfer TRPG securities (TRPG stock ticker: TROW) from their
ESPP.
• All Associates must request pre-clearance via myTRPcompliance before executing atransaction to purchase, sell, or gift TRPG securities outside of the ESPP.

6

B. Pre-clearance Requirements for Access Persons
Access Persons must request pre-clearance via myTRPcompliance before executing a transaction
in any individual stocks, bonds, Private Placements and derivatives of these securities, and Price
ETFs for which the Access Person is a Beneficial Owner. Refer to Exhibit B for additional preclearance requirements.
Pre-clearance for Private Placements: Access Persons must obtain pre-clearance when investingin a Private Placement, including the purchase of limited partnership interests. Along with thePrivate Placement offering document, the Access Person must provide:• The name, location and a brief description of the private issuer/company;• The amount of investment;• The desired date of investment;• If applicable, the percentage of the Access Person’s ownership in the private
issuer/company after investment; and• The source (name and relationship to Access Person) that introduced the investment
opportunity to the Access Person.
An Access Person who has invested in a Private Placement and who later anticipates participating
in a Price Adviser’s investment decision regarding the purchase or sale of securities of the issuerof that Private Placement on behalf of any Price Adviser client, must immediately disclose theirinvestment to the Chairperson of the Ethics Committee, or their designee and to the Chairpersonof the appropriate Investments steering committee.
C. Holding Period Requirements
A 60-day holding period applies to securities and transactions requiring pre-clearance. Access
Persons are not permitted to: (i) sell shares of an issuer if they have purchased shares of the same
issuer for a lesser price during the previous 60 calendar days; or (ii) buy shares to cover a shortposition when the short position was entered in the previous 60 calendar days, if covering theposition for a lesser price. Access Persons must check their compliance with the holding periodrequirement before entering into a transaction.
Holding Period for Associates in Japan. Securities acquired by employees of T. Rowe PriceJapan, Inc. are subject to a holding period of six months. Refer to TRP Japan Compliance Manual
for more information.
Holding Period for the Price Funds. Associates must comply with the provisions of the holding
restrictions set forth in the prospectus for the applicable Price Fund.
D. Exceptions to the Pre-Clearance Requirement
Fully Discretionary Accounts. Transactions in securities held in Fully Discretionary Accounts are
not subject to the pre- clearance requirement, except transactions involving TRPG securities, shortsales and Private Placements.

7

Refer to Exhibit B for other exceptions to the pre-clearance requirement.
V.

OTHER PROVISIONS RELATING TO PERSONAL TRANSACTIONS

A. Limit Orders
While limit orders are permitted, Access Persons must be careful using “good until cancelled”
orders, keeping in mind that pre-clearance is valid for three business days. Use of “day” limit
orders are encouraged.
B. Transacting in TRPG Securities
The following chart is a summary of requirements applicable when Associates transact in TRPG
securities:
Description of Activity
Executing a transaction to sell or transfer TRPG securities from an
Associate’s ESPP
Executing a transaction to purchase, sell, or gift TRPG securities
outside of an Associate’s ESPP*
Giving TRPG securities as a gift (including a gift to a donor advisedfund) after holding the stock for at least 60 days
Applicability of a holding period [not applicable to options or vested
shares]Transacting in TRPG during a Blackout Period
Transacting in options related to TRPG securities (other than stock
options granted to Associates)
Selling TRPG securities shortEntering into any contract or purchasing any instrument designed tohedge or offset any decrease in the market value of TRPG securities
Reporting of transactions in TRPG securities to the SEC (applies to
Associates subject to Section 16 of the Securities Exchange Act of1934, as amended)

Requirement Under the Policy• Pre-clearance via myTRPcompliance• Reporting• Pre-clearance via myTRPcompliance• Reporting• Pre-clearance via myTRPcompliance• Reporting
Yes, 60 calendar days
Prohibited
Prohibited
Prohibited
Prohibited
Transactions must be reported
immediately*Associates should contact Payroll & Stock Transactions in the event of uncertainty regarding applicability of the pre-clearance
requirement.

C. Transacting in ETFs
Following is a summary of requirements applicable when Associates transact in ETFs:
Pre-clearance (Price ETFs)
Pre-clearance (Third-party ETFs)
Post-trade reporting (Price ETFs)
Post-trade reporting (Third-party ETFs)
Subject to the 60‐Day Rule (Price ETFs)
Subject to the 60-Day Rule (Third-party ETFs)
Able to buy/sell in the primary market (Price ETFs)
Able to buy/sell in the primary market (Third-party ETFs)
Able to sell short (Price ETFs)

Access Persons
Yes
No
Yes
Yes
Yes
No
No
Yes
No

All Other Associates
No
No
Yes
Yes
No
No
No
Yes
No

8

Able to sell short (Third-party ETFs)
Yes
Yes
Able to transact in options (Price ETFs)
No
No
Able to transact in options (Third-party ETFs)
Yes
Yes
Able to transact in inverse/short and narrow Price ETFs*No
Yes
Able to transact in inverse/short and narrow (Third-party ETFs*)
No
Yes
Able to transact in single-stock ETFs
No
No
* Narrow ETFs include, but are not limited to, those focused on specific industries (e.g., energy, healthcare,financial services, etc.), commodities, currencies, and specific geographical markets (e.g., countries or regions).

D. Initial Public Offerings (“IPOs”)• Investment Personnel and FINRA-registered representatives are prohibited frompurchasing securities in an IPO.
• Access Persons other than Investment Personnel and FINRA-registered representatives
may purchase securities in an IPO only after receiving pre-clearance via Code Complianceor myTRPcompliance. The 60-day holding period requirement applies to transactions insecurities purchased in an IPO.
E. Options and Futures
The purchase, sale and exercise of options are generally subject to the same restrictions asapplicable to securities (i.e., an option should be treated as if it were the common stock). If atransaction in the underlying instrument does not require pre-clearance (e.g., ETFs, national
government obligations, unit investment trusts), then an options or futures transaction on theunderlying instrument does not require pre-clearance.
Closing (selling to close or buying to close) or exercising an option (for which the underlying
instrument is subject to pre-clearance, e.g., stock options) requires pre-clearance. Pre-clearance is
not required when an Access Person writes (sells) an option and the option is exercised against
such Access Person, without any action on their part. Access Persons should be cautious whentransacting in options since a client transaction in the underlying security or a restriction associatedwith the underlying security may prevent an option transaction from being closed or exercised.
F. Participation in Investment Clubs
Associates may form or participate in an investment club. Investment club transactions in TRPG
securities are subject to pre-clearance and must be reported along with the Associate’s personaltransactions activity.
Access Persons or their Family Members must not form or participate in an investment clubwithout prior written approval from the Chairperson of the Ethics Committee, or their designee.
Transactions effected by an investment club in which an Access Person is a member, Beneficial
Owner or Controller are subject to the same pre-clearance and reporting requirements as apply to
the Access Person’s personal trades.

9

VI.

PERSONAL TRANSACTIONS RESTRICTIONSAssociates must not:• Engage in personal transactions that are excessive or that compromise the firm’s fiduciary
duty to clients. At the discretion of the Chairperson of the Ethics Committee, or theirdesignee, Code Compliance will send a written notification of excessive personal securities
transactions to an Associate and/or their supervisor and will report such activity to the
Chairperson of the Ethics Committee and the Ethics Committee.
• Wager, bet or gamble in connection with individual securities, securities indices, currency
spreads, or other similar financial indices or instruments including contracts for difference.
• Participate in initial coin offerings.
Access Persons must not:• Transact in securities for which orders have been placed by any Price Adviser to purchaseor sell the security, unless certain size or volume parameters3 as set forth by the Ethics
Committee are met.
• Transact in any security that has been purchased or sold by any Price Adviser client sevencalendar days immediately prior to the date of the Access Person’s proposed transaction,
unless certain size or volume parameters3 as established by the Ethics Committee are met.
• Transact in securities issued by broker-dealers, underwriters or SEC-registered investment
advisers, unless the entity is traded on an exchange.
• Transact in securities of issuers on any of the firm’s Restricted Lists.
• Transact in securities for which a change in the rating of an issuer has occurred withinseven calendar days immediately prior to the date of the proposed transaction.
VII.

CERTIFICATION REQUIREMENTS

In addition to disclosure of their securities accounts (as described in “Types of Accounts/AccountOpening Requirements”), Associates are required to, among other things, disclose the holdings insuch accounts upon becoming subject to the Policy and periodically thereafter.
A. Initial Holdings
All Associates must disclose and certify, via myTRPcompliance, any shares of TRPG securities
that they Beneficially Own no later than ten calendar days after they become subject to this Policy.
Access Persons must disclose and certify, via myTRPcompliance, all holdings in the following
securities in which they have a Beneficial Interest or Control (the “Initial Holdings Report") nolater than ten calendar days after the become subject to the Policy as an Access Person:

3

Transactions involving no more than US $50,000 or the nearest round lot (even if the amount of the transaction marginally
exceeds US $50,000) per security per seven calendar day period in securities of (i) issuers with market capitalizations of US $7.5
billion or more, or (ii) U.S. issuers with an average daily trading volume in excess of 750,000 shares over the preceding 90 trading
days in the U.S., unless the rating on the security has been changed within the seven calendar days immediately prior to the dateof the proposed transaction.

10

•
•
•
•
•
•
•

Individual equity securities, including any derivatives (e.g., options, futures, etc.) of thesesecurities;
Bonds, including any derivatives of these securities;
ETFs, including any derivatives of these securities;
Unit investment trusts and listed closed end funds;
Private Placements;
Products (AUTs, ITMs, ETFs, mutual funds, OEICs, 529 portfolios, SICAVs, trusts)
advised by a Price Adviser; andProducts sub-advised by a Price Adviser.

The Initial Holdings Report must be current as of a date no more than 45 days prior to the date theindividual becomes an Access Person, and include, among other things:• The title, number of shares and principal amount of each security;• The name of the broker, dealer or bank with whom the Access Person maintains a securities
account in which any securities are for the Access Person’s direct or indirect benefit; and• The date the Access Person submits the Initial Holdings Report.
Securities that are not subject to reporting include, but are not limited to:• Bankers’ acceptances, bank certificates of deposit and commercial paper;• Currency;• Cryptocurrency;• Direct obligations of the U.S. Government;• Investment grade, short-term debt instruments, including repurchase agreements (which
for these purposes are repurchase agreements and any instrument that has a maturity at
issuance of fewer than 366 days that is rated in one of the two highest categories by anationally recognized statistical rating organization);• Open end mutual funds, including money market funds, advised by a third party;• UCITS advised by a third-party; and• Variable insurance products that invest in third-party funds.
Refer to Exhibit B for applicable exemptions from the reporting requirement.
B. Annual Compliance Certification
All Associates must certify annually via myTRPcompliance to, among other things, their securities
accounts and transactions and compliance with various firm policies (including the Policy).
Access Persons must certify annually via myTRPcompliance to, among other things, their personal
securities holdings, their securities accounts and transactions and compliance with various firm
policies (including the Policy).
C. Reporting of One – Half of One Percent Ownership
An Associate owning more than one half of one percent of the total outstanding shares of a public
or private company must immediately disclose such information in writing to Code Compliance11via Code_of_Ethics@troweprice.com, providing the name of the company and the total numberof such company’s shares they Beneficially Own.
Refer to Exhibit B for applicable exceptions from the reporting requirement.
VIII. ROLES AND RESPONSIBILITIESAll Associates must attest to receipt and understanding of the Policy: (i) upon becoming subject toit; (ii) on an annual basis; and (iii) whenever material amendments to the Policy are made. In
attesting to the Policy, Associates agree to their understanding of the Policy and agree to comply
with the requirements of the Policy. See “Annual Compliance Certification.”
Associates should contact LegalCompliance_EmployeeTrading@TRowePrice.com regarding theapplicability, meaning or administration of the Policy, including requests for an exception, in
advance of any contemplated transaction.
Code Compliance:• Administers and monitors adherence to the Policy, including reviewing disclosures,providing training and identifying violations; and• Maintains and oversees the maintenance of certain records in accordance with applicablelegal and regulatory requirements.
The Payroll & Stock Transaction Group provides guidance to Associates when they are transacting
in TRPG securities.
The Ethics Committee provides oversight of the Policy, including reviewing exceptions andviolations. The Ethics Committee also provides a point of escalation for Code Compliance and the
Payroll & Stock Transactions Group.
Material changes to the Policy shall be approved by the Board of TRPG, the board of directors of
TRP UK and by the board of directors of each Price Fund, including a majority of the Independent
Directors of the Price Funds. Approval of any material change to the Policy by the board of
directors of the Price Funds shall be obtained within six months after the change is implemented.
IX.

VIOLATIONS AND SANCTIONS

Violations and potential violations of the Policy are typically investigated by Code Complianceor, if necessary, the Ethics Committee. Violations are taken seriously and may result in sanctions
or other consequences, including one or more of the following:• A letter of censure or suspension;• Disgorgement of profit;• A fine;• A suspension of trading privileges;• Termination of employment; or• Any other sanction as may be determined by the Ethics Committee.
12When tracking violations, Code Compliance generally utilizes a rolling two-year look-back period
in the administration of the sanctions guidelines set forth below. All violations of the Policy shallbe reported to the Board of Directors of TRPG, the Board of Directors of any Price Fund and anyother applicable board. As noted above, however, these sanctions are not the exclusive remedy for
violations of this Policy.
First Violation• Associate and manager notification; and• Associate required to complete online remedial training course.
Second Violation• Associate and escalated manager notifications, up to and including, applicable Management
Committee member;• Associate required to complete online remedial training course;• Associate required to meet with applicable Chief Compliance Officer and Senior ComplianceManager; and• Associate fined according to officer or role guidelines.
Associate

VP, TRPG

Investment
Personnel

US $250

US $750

US $750

Portfolio Manager, Management Committee
Member, Direct Report of Management
Committee Member
US $1500

Three or More Violations• Associate and escalated manager notifications, up to and including applicable Management
Committee member;• Chief Executive Officer notification;• Associate required to complete online remedial training course;• Associate subject to a personal trading prohibition of at least three months; and• Associate fined according to officer or role guidelines.
Associate

VP, TRPG

Investment
Personnel

At least US $500

At least US $2000

At least US $2000

X.

Portfolio Manager, Management Committee
Member, Direct Report of Management
Committee Member
At least US $5000

EXCEPTIONS AND INTERPRETATIONS

Code Compliance, in conjunction with the Ethics Committee, may grant an exception from any
provision of the Policy, including pre-clearance, other trading restrictions, and certain reporting
requirements. Exceptions will be considered on a case-by-case basis if it is determined that the
proposed conduct involves no opportunity for abuse and does not conflict with client interests.
Exceptions are expected to be rare.
From time to time, situations may arise with respect to certain provisions of this Policy that requireinterpretation. Associates may submit a written request for clarification or interpretation to CodeCompliance (Code_of_Ethics@TRowePrice.com). Any such request for clarification or13interpretation should name the account, the Associate’s interest in the account, the persons or firms
responsible for its management, and the specific facts of the situation. Associates may not assume
that the Policy (or a specific provision of the Policy) is not applicable to their situation. CodeCompliance will provide a response to each properly submitted request for clarification orinterpretation. When in doubt, Associates must not proceed with a transaction or course of action
until they receive a response from Code Compliance.
XI.

DEFINED TERMS

AUT means Australian unit trusts.
Beneficial Owner means an individual with the opportunity, directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise, to share at any time in any
economic interest or profit derived from ownership of or a transaction in a security. An Associate
may be deemed to be the Beneficial Owner of securities belonging to others and not registered intheir name.
The SEC will presume that a person Beneficially Owns securities held by a Family Member who
shares their household or securities held by a trust of which the individual is a beneficiary or atrustee with investment Control.
An individual is not considered to be the Beneficial Owner of a 401(k) account, individual
retirement account or a transfer upon death account for which they are solely a named beneficiary,
assuming the individual does not reside with the Family Member and does not have the ability toControl and/or direct transactions in such account.
Blackout Period means the period from the second trading day after quarter end (or such otherdate as management shall determine) through the end of the first trading day following when
TRPG’s earnings release is filed with the SEC. Quarterly notifications with respect to the Blackout
Period are published on the firm’s intranet site.
Control means the power to exercise a controlling influence over the management or policies of acompany unless such power is solely the result of an official position with such company.
Ownership of more than 25% of a company’s outstanding voting securities is presumed to givethe holder thereof Control over the company.
ESPP means the T. Rowe Price Group, Inc. Employee Stock Purchase Plan.
ETF means exchange traded fund.
Exchange traded fund or ETF means an investment fund that is traded on a stock exchange.
Family Member means the Associate’s spouse, domestic partner, parent, stepparent, child,stepchild, sibling, grandparent, or in-law (including mother, father, sister, brother, daughter or son)sharing the same household as the Associate.

14

Independent Director of TRPG, TRP UK, the SICAVs, or the Cayman Funds means those
directors who are neither officers nor employees of TRPG or any of its subsidiaries.
Investment Personnel means an Access Person who, in connection with their regular functions or
duties, makes or participates in making, or is closely associated with personnel who makerecommendations regarding the purchase or sale of securities by a Price Adviser client.
The term “Investment Personnel” includes, but is not limited to:• Individuals who are authorized to make investment decisions or to recommend securities
transactions on behalf of the firm’s clients (investment counselors and members of themutual fund advisory committees);• Research and credit analysts;• Traders who assist in the investment process; and• Support staff who assist in the investment process.
Investment Advisers Act means the U.S. Investment Advisers Act of 1940, as amended.
Investment Company Act means the U.S. Investment Company Act of 1940, as amended.
ITM means an investment trust management company.
OEIC means open-ended investment company.
Price Adviser means a subsidiary of T. Rowe Price Group, Inc. that is an investment adviser entity
registered with the SEC. For the avoidance of doubt, “Price Adviser” does not include Oak Hill
Advisors, L.P. and its subsidiaries.
Price ETFs means the T. Rowe Price Exchange-Traded Funds, the family of ETFs advised by a
Price Adviser.
Price Funds means any T. Rowe Price-sponsored fund registered under the Investment Company
Act, including but not limited to, the T. Rowe Price Mutual Funds and the Price ETFs, and advised
by a Price Adviser.
Price Funds’ Independent Directors means those directors of the Price Funds who are not deemed
to be “interested persons” (as defined in Section 2(a)(19) of the Investment Company Act) of T.
Rowe Price Group, Inc. or the Price Funds.
Private Placement means an offering that is exempt from registration by a regulatory authority
and sold through a private offering. For purposes of the Policy, investments made: (i) in a small
business sourced through family, friends or any other referral source; and (ii) through a
crowdfunding site that matches entrepreneurs with investors, through which investors receive an
equity stake in the business, are considered Private Placements (e.g., Seedrs, OurCrowd,
Crowdcube).

15

Reportable Fund means any open-end investment company for which any of the Price Advisers
serves as an investment adviser. The term Reportable Fund includes:• Price Funds, including money market funds and the Price ETFs;• UCITs advised by a Price Adviser;• SICAVs advised by a Price Adviser;• OEICs advised by a Price Adviser;• ITMs advised by a Price Adviser;• AUTs advised by a Price Adviser;• Any fund managed by a Price Adviser through a sub-advised relationship, including an
ETF;• Any fund offered through retirement plans (e.g., 401(k) plans) other than the T. Rowe Price
U.S. Retirement Plan; and• Any fund managed by a Price Adviser that is an investment option offered as part of avariable annuity.
Code Compliance maintains a list of sub-advised Reportable Funds on the firm’s intranet site.
SEC means the U.S. Securities and Exchange Commission.
SICAV means société d'investissement à capital variable.
T. Rowe Price means T. Rowe Price Group, Inc. and its subsidiaries, except Oak Hill Advisors,
L.P. and its subsidiaries.
TRPG Independent Director means those directors of TRPG who are neither officers nor
employees of TRPG or any of its subsidiaries.
TRPG means T. Rowe Price Group, Inc.
TRPG securities means any security issued by T. Rowe Price Group, Inc.
UCITs means Undertakings for Collective Investments in Transferrable Securities.

16

EXHIBIT A
CODE OF ETHICS AND PERSONAL TRANSACTION POLICY
Provisions Applicable to Independent Directors
I.

INTRODUCTION

This Exhibit A sets forth the responsibilities of the Independent Directors of TRPG, TRP UK,
SICAVs, Cayman Funds and Price Funds under this Code of Ethics and Personal Transactions
Policy. Defined terms used herein are the same as those used in the Policy.
The Independent Directors are subject to the requirements set forth below.
II.

REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF TRPG OR ITSSUBSIDIARIES, OTHER THAN TRP UK

Pre-clearance. The personal securities trades of TRPG Independent Directors are not subject topre-clearance requirements, except for transactions in TRPG securities for which they are theBeneficial Owner. Pre-clearance is also required when:••Transferring TRPG securities to another person, entity, or trust account; andGiving or receiving TRPG securities, including donation transactions into donor-advised
funds such as T. Rowe Price Charitable Foundation.

Pre-clearance is not required when moving shares of TRPG securities between securities firms or
to/from individual or joint brokerage accounts.
Requests for pre-clearance must be submitted to the Payroll & Stock Transactions Group. Preclearance is effective for three business days from and including the date the approval is granted(taking into consideration the time zone), unless the Independent Director: (i) is advised to thecontrary by the Payroll & Stock Transaction Group prior to the proposed transaction; or (ii) comes
into possession of material, non-public information concerning T. Rowe Price. Any trades not
executed within the prescribed timeframe must be re-submitted.
TRPG Independent Directors may not initiate transactions in TRPG securities during the Blackout
Period.
Reporting. TRPG Independent Directors are not required to report their personal securities
transactions (other than transactions in TRPG securities). If, however, the Independent Director
has obtained information about a Price Adviser’s investment research, recommendations, ortransactions, they must not transact in the securities of the issuers about which they haveinformation.
Independent Directors are reminded that changes to information reported in the Annual
Questionnaire for Independent Directors must be reported to Corporate Funds and Administration

17

(e.g., changes in holdings of stock of financial institutions or financial institution holding
companies).
Reporting of Officership, Directorship, General Partnership or Other Managerial Positions
Apart from TRPG. An Independent Director shall report to Code Compliance any officership,
directorship, general partnership or other managerial position which they hold with any public,
private, or governmental issuer other than TRPG or any of its subsidiaries.
Reporting of Significant Ownership.
• Issuers (other than a non-public investment partnership, pool or fund). If a TRPG
Independent Director owns more than ½ of 1% of the total outstanding shares of a public
or private issuer, they must report such ownership in writing to Code Compliance,
providing the name of the issuer and the total number of the issuer’s shares Beneficially
Owned.
•

III.

Non-public investment partnerships, pools or funds. If a TRPG Independent Director owns
more than ½ of 1% of the total outstanding shares or units of a non-public investment
partnership, pool or fund over which the Independent Director exercises Control or
influence, they must report such ownership in writing to Code Compliance. For non-public
investment partnerships, pools or funds where the Independent Director does not exercise
Control or influence, they need not report such ownership to Code Compliance unless anduntil such ownership exceeds 4% of the total outstanding shares or units of the entity.
REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF TRP UK, THE
SICAVS AND THE CAYMAN FUNDS

TRPG securities. The Independent Directors of TRP UK, the SICAVs, or the Cayman Funds may
not own TRPG securities in any account of which they are the Beneficial Owner.
Pre-clearance. The personal securities trades of the Independent Directors of TRP UK, the
SICAVs, or the Cayman Funds are not subject to pre-clearance requirements, as long as the
Independent Director had no knowledge of trading involving the Price Funds or the funds overseen
by TRP UK, SICAVs, or the Cayman Funds.
Reporting of Officership, Directorship, General Partnership or Other Managerial Positions
Apart from TRPG. An Independent Director of TRP UK, the SICAVs, or the Cayman Funds
shall report to Corporate and Funds Administration any officership, directorship, generalpartnership or other managerial position which they hold with any public, private, or governmental
issuer.
Reporting of Significant Ownership.
• Issuers (other than a non-public investment partnership, pool or fund). If an Independent
Director of TRP UK, the SICAVs, or the Cayman Funds owns more than ½ of 1% of thetotal outstanding shares of a public or private issuer, they must report such ownership in
writing to Corporate and Funds Administration, providing the name of the issuer and thetotal number of the issuer’s shares Beneficially Owned.
18

•

IV.

Non-public investment partnerships, pools or funds. If an Independent Director of TRP
UK, the SICAVs, or the Cayman Funds owns more than ½ of 1% of the total outstanding
shares or units of a non-public investment partnership, pool or fund over which the
Independent Director exercises Control or influence, they must report such ownership in
writing to Corporate and Funds Administration. For non-public investment partnerships,
pools or funds where the Independent Director does not exercise Control or influence, theyneed not report such ownership to Corporate and Funds Administration unless and until
such ownership exceeds 4% of the total outstanding shares or units of the entity.
REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF PRICE FUNDS

TRPG securities. The Independent Directors of the Price Funds may not own TRPG securities inany account of which they are the Beneficial Owner.
Pre-clearance. The personal securities trades of the Independent Directors of the Price Funds are
not subject to pre-clearance requirements, as long as the Independent Director had no knowledgeof trading involving the Price Funds.
Reporting.
• Transactions in Publicly Traded Securities. A Price Funds’ Independent Director must
report transactions in publicly-traded securities in which they have Beneficial Ownership.
An Independent Director is not required to report securities transactions in accounts overwhich they have no direct or indirect influence, such as an account over which they have
granted full investment discretion to a financial adviser. The Independent Director should
contact Code Compliance to request approval to exempt any such accounts from thisreporting requirement.
•

Transactions in Non-Publicly-Traded Securities. A Price Funds’ Independent Director is
not required to report transactions in securities which are not traded on an exchange, unlessthe Independent Director knew, or in the ordinary course of fulfilling their official duties
as an Independent Director, should have known that during the 15-day period immediately
before or after the Independent Director’s transaction in such non-publicly-traded security,
a Price Adviser purchased, sold or considered purchasing or selling such security for a
Price Fund or Price Adviser client.

•

Methods of Reporting.
Duplicate Trade Confirmations. A Price Funds’ Independent Director may satisfy their
obligation to report transactions in securities by arranging for the executing brokers toprovide duplicate trade confirmations directly to Code Compliance.
Quarterly Report Requirements. If a Price Funds’ Independent Director elects to reporttheir transactions by submitting a quarterly report: (i) the report must be filed with CodeCompliance no later than 30 days after the end of the calendar quarter in which the19transaction was effected; and (ii) the report must be filed for each quarter, regardless ofwhether there were any reportable transactions.
Among the types of transactions that are commonly not reported through a broker
confirmation and may therefore have to be reported directly to T. Rowe Price on a quarterly
basis are:o Retirement plan account activity that occurs in a Reportable Fund;o T. Rowe Price-advised products;
o Incentive plan account activity;o Exercise of stock options of a corporate employer;
o An inheritance of a security;o A gift of a security; ando Transactions in certain commodity futures contracts (e.g., financial indices).
A Price Funds’ Independent Director must include any transactions listed above, if
applicable, in their quarterly reports if they are not included in a duplicate broker
confirmation.
•

Reporting of Officership, Directorship, General Partnership or Other Managerial
Positions Apart from the Price Funds. A Price Funds’ Independent Director must report toCorporate Funds and Administration any officership, directorship, general partnership orother managerial position which they hold with any public, private or governmental issuer
other than the Price Funds.

Reporting of Significant Ownership.
• Issuers (other than non-public investment partnerships, pools or funds). If a Price Funds’
Independent Director owns more than ½ of 1% of the total outstanding shares of a public
or private issuer (other than a non-public investment partnership, pool or fund), they must
report such ownership immediately in writing to Code Compliance, providing the name of
the issuer and the total number of the issuer’s shares Beneficially Owned.
•

Non-Public Investment Partnerships, Pools or Funds. If a Price Funds’ Independent
Director owns more than ½ of 1% of the total outstanding shares or units of a non-public
investment partnership, pool or fund over which they exercise Control or influence, theIndependent Director must report such ownership in writing to Code Compliance. For nonpublic investment partnerships, pools or funds where the Independent Director does not
exercise Control or influence, they need not report such ownership to Code Compliance
unless and until such ownership exceeds 4% of the total outstanding shares or units of theentity.

Prohibitions. A Price Funds’ Independent Director may not:• Purchase or sell the shares of a broker-dealer, underwriter or SEC-registered investment
adviser unless that entity is traded on an exchange, or the purchase or sale has otherwise
been approved by the Price Funds’ board; and20•

Knowingly transact with a Price Fund, other than in connection with market transactions
effected through securities exchanges. This prohibition does not preclude the purchase orredemption of shares of any open-end mutual fund or purchase or sale of any shares of aPrice ETF that is a client of any Price Adviser.

Transactions in Price ETFs. Following is a summary of requirements applicable when PriceFunds’ Independent Directors transact in Price ETFs:
Obtain pre-clearance for trades in Price ETFs
Post‐report trades in Price ETFs
Subject to the holding period
Subject to ad hoc trading restrictions
Ability to buy/sell Price ETFs in the primary market
Ability to sell short Price ETFs
Ability to transact in options of the Price ETFs

V.

Independent Directors of Price Funds
No
Yes
No
Yes
No
No
No

VIOLATIONS

Violations by Independent Directors of TRPG, the Price Funds, TRP UK, the SICAVs, or
the Cayman Funds. Upon discovering a material violation of the Policy by an Independent
Director of TRPG, the Price Funds, TRP UK, the SICAVs, or the Cayman Funds, the applicableboard of directors will impose such sanctions as it deems appropriate.

21

EXHIBIT B
CODE OF ETHICS AND PERSONAL TRANSACTIONS POLICY
Pre-clearance and Reporting Matrix
Access Person
Access Person
Associate
AssociatePre-clearance
Reporting
Pre-clearance
ReportingStocks/Bonds/Derivatives(Refer to “Transacting in TRPG Securities” for specific information relating to trading in TRPG securities)
Equity securities
Yes
Yes
No
Yes
Fixed income securities
Yes
Yes
No
Yes
Corporate and Municipal Bonds
Yes
Yes
No
Yes
Derivative instruments
Yes
Yes
No
Yes
Writing an option to purchase or sell a
Yes
Yes
No
Yes
security
Subsequent sale of stock obtained by means
Yes
Yes
No
Yes
of the exercise of stock options
Exercise of stock option of corporate
No
Yes
No
Yes
employer by Access Person’s spouse.
Restricted stock plan automatic sales for tax
No
Yes
No
Yes
purposes by Access Person’s spouse
Collective Investment Products(Refer to “Transacting in ETFs” for specific information relating to trading in ETFs)
T. Rowe Price products (including the AUTs,
ITMs, mutual funds, OEICs, 529 portfolios,
No
Yes
No
Yes
SICAVs, and trusts
Exchange listed collective investment
No
No
No
No
vehicles (including closed-end funds)
Third-party mutual funds, 529 portfolios,
OEICs, SICAVs and variable insurance
No
No
No
No
products
Unit investment trusts
No
No
No
No
Donor-advised funds
No
No
No
No
Private Placements
Private Placements
Yes
Yes
No
No
(see Section IV.B)
Capital calls for Private Placement
No
Yes
No
No
investments
Distributions received from a Private
N/A
No
N/A
No
Placement investment

Commercial paper and similar instruments(bankers acceptances, bank certificates ofdeposit, commercial paper and high quality,
short-term debt instruments, including
repurchase agreements)
U.S. Government obligations
National (other than U.S.) government
obligations
Currency
Securitized or financial instruments used for
currency exposure
Cryptocurrency (e.g., Bitcoin, Ethereum)
Publicly traded cryptocurrency tracker
instruments (ETFs)
Variable rate demand notes

Other Securities
No

No

No

No

No
No

No
Yes

No
No

No
Yes

No
No

No
Yes

No
No

No
No

No
No

No
Yes

No
No

No
Yes

No

Yes

No

Yes

22

Access Person
Access Person
Pre-clearance
ReportingTransactions
Securities acquired through an AutomaticInvestment Plan4 (initial investment)
Securities acquired through an AutomaticInvestment Plan (subsequent investments)
Non-systemic investment5 through an
Automatic Investment Plan
Acquisition of securities through inheritance
Giving stock (non-TRPG) as a gift
Pro-rata distributions
Tender offers
Merger election (voluntary)
Mandatory acquisition of additional shares orthe disposition of existing corporate holdings
through stock splits, reverse stock splits, stock
dividends, exercise of rights, exchange orconversion

AssociatePre-clearance

Associate
Reporting

Yes

Yes

No

Yes

No

Yes

No

Yes

Yes

Yes

No

Yes

No
No
No
No
Yes
No

Yes
Yes
Yes
Yes
Yes
Yes
(within 30 days ofthe end of thequarter in which
the transaction
occurred)

No
No
No
No
No
No

Purchases, but not sales, by an Access
Person’s spouse pursuant to an employeesponsored payroll deduction plan (as long as
Code Compliance has been notified that the
spouse will be participating in such plan)No

Yes(within 30 days ofthe end of thequarter in which
the transaction
occurred)No

Sale or exchange of stock held in an Access
Person’s spouse’s payroll deduction plan
Sale of partial shares held in an account when
the account is transferred to another brokerdealer or to new owner or partial shares soldautomatically by the broker-dealer.

Yes

Yes

No

Yes
Yes
Yes
Yes
Yes
Yes
(within 30 daysof the end of thequarter inwhich thetransaction
occurred)Yes(within 30 daysof the end of thequarter inwhich thetransaction
occurred)
Yes

No

Yes

No

Yes

No

No

No

No

Transactions effected in a robo-adviser
account (investing solely in third party
collective investment vehicles)4

A program in which regular, periodic purchases (or withdrawals) are made automatically in (or from) investment accounts inaccordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.
5
A transaction that overrides the preset schedule or allocations of an Automatic Investment Plan.

23