T. Rowe Price (Luxembourg) Management S.à r.l. - Remuneration Policy Statement
Effective date: as at February 3rd , 2023

1. Introduction
T. Rowe Price (Luxembourg) Management S.à r.l (TRPLUX) acts as the management company for anumber of funds that qualify either as Alternative Investment Funds (AIFs) under the Alternative
Investment Fund Managers Directive 2011/61/EU, as amended (AIFMD), or as Undertaking forCollective Investment in Transferable Securities (UCITS) under Directive 2009/65/EC, as amended,(the UCITS Directive).
TRPLUX is also authorized as an Alternative Investment Fund Manager (AIFM) under AIFMD andauthorised pursuant to Art. 101 (3) of the December 17th, 2010 Law to provide discretionary portfolio
management and investment advisory services.
This Remuneration Policy Statement (RPS) sets out the policies, practices and procedures followed by
TRPLUX in order to comply with:• the European Securities and Markets Authority’s “Guidelines on sound remuneration policies
under the UCITS Directive and AIFMD”, (the AIFMD Guidelines);• the associated European Securities and Markets Authority’s “Guidelines on soundremuneration policies under the UCITS Directive”, (the UCITS Guidelines and together with
the AIFMD Guidelines referred to as the Guidelines);• CSSF Circular 10/437 regarding “Guidelines concerning the remuneration policies in thefinancial sector” (the Circular), published February 1st, 2010;• The UCITS Directive as transposed into Luxembourg by means of the law of December 17th,
2010 Law relating to undertakings for collective investment (the 2010 Law);• The AIFMD as transposed into Luxembourg by means of the Law of July 12th, 2013 (the AIFM
Law); and• ESMA Q&As on the application of the UCITS Directive and the AIFMD.
2. Application to TRPLUXTRPLUX is a wholly owned subsidiary of T. Rowe Price Group, Inc. (TRPG). TRPLUX has appointed anumber of executive directors and the firm has an agreement in place with other group entities; theeffect of which is to place the resources of other group entities (predominately affiliates of TRPG) at
its disposal. The policies, practices and procedures described herein are predominately reflecting
those of TRPG. References within this Policy Statement to “T. Rowe Price” and the “company” refer
to TRPG; references to the “firm”, “UCITS management company”, “UCITS authorised corporate
director” or the AIFM refer to TRPLUX.

3. Proportionality
3.1. Under the guidelines
Paragraphs 23 - 31 of the AIFMD Guidelines and paragraphs 22 - 27 of the UCITS Guidelines provide
guidance on how AIFs and UCITS respectively can apply proportionality in complying with the
Guidelines. The Guidelines allow AIFMs and UCITS management companies to comply with the
remuneration principles in a way that is appropriate to their size, internal organisation and the nature,
scope, and complexity of their activities. The AIFMD Guidelines further set out that in order for an
AIFM to disapply any of the remuneration requirements under AIFMD, the AIFM must be able toexplain the rationale to the relevant competent authority. The UCITS Guidelines state that not all
management companies should have to give substance to the remuneration requirements in thesame way and to the same extent.
The table below summarises the assessment undertaken to reach the determination that, on the basisof proportionality and to the extent permitted, TRPLUX will disapply the remuneration guidelines on:• Variable remuneration in instruments• Retention• Deferral• Ex-post incorporation of risk for variable remuneration• The establishment of a remuneration committee
Proportionality
element

FactorAssessment for TRPLUX

Size

Number of partners, members,
employees,
andconsultants
performing services for TRPLUX

The current size of the funds means that the
number of remuneration code staff, whencompared to other similar firms, is limited.

Internal
Organisation

Whether TRPLUX is listed and tradedon a regulated market.

TPRLUX is part of a listed group, but it is not itself
listed and therefore this favours the disapplicationof the Pay-Out Process Rules.

Ownership structure - whether asignificant portion of TRPLUX’sequity or such other appropriate
legal and/or economic interests isheld by investors

As explained below, T. Rowe Price grants
long-term equity-based compensation fromthe T. Rowe Price Group 2020 Long-Term
Incentive Plan, which was approved byshareholders on 12 May 2020. This would
favour the disapplication of some or all of the PayOut Process Rules on the grounds ofproportionality in respect of the senior
management, such as the requirement on ex-post
incorporation of risk.
TRPLUX’s existing equity program, based on
our long-term incentive program for TRPG
stock, is a prudent and effective method ofaligning risk and all our constituents’interests.

Proportionality
element
Nature, scope, andcomplexityofactivities

FactorAssessment for TRPLUX

Investment strategies.

The sub-funds within the UCITS are equity, bondand multi-assets funds and have a broad range of
geographical focus, and in some instances makeuse of derivative products.

Risk management and monitoring.

We apply regulatory investment restrictions,which prescribe to a degree portfolio manager risktaking and in addition we have an investment risk
team and investment management governanceprocesses to monitor and if necessary, to takeaction to limit portfolio manager risk taking. Thisfavours disapplication of the deferral andretention requirements

Nature and structure of sub-funds

Each of the sub-funds is a clone of an existing
investment strategy managed by one of TRPLUX’s
affiliates, which act as master portfolios.

Level of risk

All UCITS, which represent the vast majorityof the assets under the management of
TRPLUX have a lower level of investment
strategy implementation risk. Also, the AIFs
managed by TRPLUX do not implement very
complex or sophisticated investment
strategies and would therefore not be
considered to significantly increase theoverall level of investment strategy
implementation risk.

The nature of any delegation
arrangement between TRPLUX and itsdelegates

TRPLUX delegates investment management
to T. Rowe Price International, Ltd., an FCA
regulated UK group company that is subject
to the FCA’s BIPRU Remuneration Code.
Depending on the investment strategy,
TRPLUX may also delegate investment
management to other entities within T.
Rowe Price Group. Such entities will provide
TRPLUX on the basis of appropriate
contractual arrangements, with the required
information about the remuneration of theidentified staff on the delegate level inaccordance with the Guidelines.

The nature of certain fee structures
such as performance fees or carriedinterest

This factor may be considered where fee
structures satisfy the objectives of alignment ofinterest with investors and avoid incentives forinappropriate risk-taking. There are no
performance fees charged by TRPLUX whichmeans that there is no incentive for the delegatedinvestment manager to engage in excessive risktaking in pursuit of higher performance fees.

3.2. Under the CircularParagraph 1.5 of the Circular notes that financial undertakings may take into account the nature, thesize as well as the specific scope of their activities when taking measures to ensure implementation.
It is further noted that the CSSF will take into account the size of the financial undertaking, the natureand the complexity of its activities when monitoring compliance with the Circular. Similar to theapplication of proportionality under the Guidelines, TRPLUX will disapply the sections of the Circular
in respect of deferral, bonus clawback the ex-post incorporation of risk for variable remuneration andthe establishment of a remuneration committee.
4. Remuneration principles
Notwithstanding the above assessment of the application of proportionality for TRPLUX, the following
summary of our Remuneration Principles demonstrates that our existing remuneration principles,
schemes, and practices are aligned with management company and client interests.
4.1. Identified staff
The Guidelines note that AIFMs and UCITS must identify the staff covered by the Guidelines andclassify them as “Identified Staff”. The definition of Identified Staff covers the following categories ofstaff unless it can be shown that they have no material impact on the UCITS’ or AIFs’ risk profile.
• Board members• Senior management• Control Functions (i.e., risk management, compliance, internal audit)• Staff responsible for portfolio management, administration, marketing, and HR• Other risk takers who can exert a material influence on the TRPLUX’s risk profile.
• Individuals receiving equivalent remuneration to anyone already included as “Identified Staff’
from the criteria above• Staff of delegate entities whose professional activities have a material impact on the risk
profile of the UCITS or AIF that the management company manages
4.2. Remuneration Schemes
4.2.1. Fixed
It is TRPLUX’s policy to pay staff a basic salary which is sufficiently high to attract talent in a highly
competitive marketplace and effectively retain that talent for long periods of time and to provide
a fair reward for the services rendered in line with their education, seniority, and expertise. The
fixed component of associate’s remuneration is set at a level to support a fully flexible bonus
policy.
4.2.2. Variable
T. Rowe Price has an annual bonus pool which is administered by the Group Management
Compensation and Development Committee (the MCDC) and used to provide annual cash
incentive compensation to all eligible employees (7,365 associates participated in 2022).

Variable compensation is delivered as a combination of cash bonus and in some cases long-term
equity incentive plan (LTIP) awards. The Executive Compensation and Management Development
Committee (the ECMDC) of the T. Rowe Price Group Board of Directors oversees and approves
the total amount allocated to the annual bonus pool, and approves annual long-term equity
awards for our associates. Individual bonus and/or long-term equity awards are based on
individual performance against a combination of financial, operational, or other strategic
objectives. Individual performance for our investment management staff is considered over a
multi-year timeframe, and factors in both relative investment performance and other nonfinancial contributions to the company’s long-term performance and development of talent.
The size of the overall bonus and long-term equity pools will vary annually, based upon the MCDC
and the ECMDC consideration of the company’s financial performance, progress toward statedfinancial and non-financial objectives relating to the firm’s longterm strategies and reputational
success over time. We focus on valuing performance that serves the needs of our clients (such as
investment performance and service quality for clients), and the best interests of ourstockholders. Multiple years are typically considered to determine relevant performance and thesize of the bonus and long-term equity pools. This emphasis on multi-year results helps keep our
employees focused on long-term performance for our clients and stockholders, and reduces insome respects, the year-to-year volatility of the aggregate pool. The size of the pools are not solely
formulaic, therefore reducing the risk that a specific action could result in a pre-determinedfunding level or award amount to any one individual. Additionally, total bonus and long-term
equity compensation spend is considered in the context of company financial performance(including revenue and operating income) and the competitive environment for talent.
T. Rowe Price grants long-term equity-based compensation from the T. Rowe Price Group 2020
Long-Term Incentive Plan, which was approved by shareholders on 12 May 2020. Under this plan,
the ECMDC has the authority to grant stock appreciation rights, restricted stock awards, restricted
stock units and stock options to plan participants. Participants generally receive their annual
award value in the form of restricted stock units (RSUs) that vest over a five year period, in equal
tranches. Separately, named executive officers of TRPG receive their annual LTI award value inequal parts RSUs (vesting over 3-years) and performance-based RSUs (PSUs). PSUs awarded to
executive officers are subject to company performance exceeding a 3-year performance goal
before becoming eligible to vest in years 4 and 5 after grant.
All RSU and PSU awards are settled in stock, and sales of company stock are subject to theCompany’s Personal Trading Policy.
T. Rowe Price considers long-term equity-based incentives crucial in order to maintain a strong
association between the compensation of our top managers and key professionals and ourstockholders’ long-term interests. The vesting of equity awards over 5-years aligns the value of
those awards to longer-term interests of the company’s clients. We believe that our long-term
equity-based compensation program is a significant factor in achieving this goal. Similar to thebonus planning process, business unit leaders provide recommendations for long-term incentive
awards to the MCDC. In 2022, there were approximately 1,362 associates globally who received
long-term equity awards.

4.3. GovernanceThe board of TRPLUX will undertake a review of this RPS at least annually. The board is also responsible
for the implementation of the RPS. The adoption and review will be undertaken by members who do
not perform any executive functions in the management company concerned and have expertise inrisk management and remuneration.
As noted above on the basis of proportionality TRPLUX does not have its own Remuneration
Committee. Remuneration for TRPLUX associates is however subject to the oversight of several
committees within the TRPG compensation process, which have different roles within ourcompensation processes:
The MCDC currently consists of TRPG CEO, who chairs the committee, and other senior executives
who are appointed by the ECMDC from time to time. The MCDC reviews and approves the company’s
year-end compensation award recommendations for associates other than the company’s CEO andother executive officers. The committee is responsible for:• overseeing and managing the philosophy, approach and scope of the compensation programs
at T. Rowe Price, including long-term incentive plans;• considering the initial recommendations from the Business Unit Leaders for the annual salary
increase targets, and in turn, setting those targets;• determining bonus funding for the bonus program (in concert with the company’s
Management Committee);• reviewing annual compensation recommendations (base, bonus and long-term incentives) for
the senior-most positions in the organization as well as all investment and sales roles;
ensuring that the corporation is responsibly managing the compensation budget, whileproviding market competitive, internally equitable, performance-based pay; and• reviewing firmwide annual talent reviews for senior leaders, specialists, and select associates;
sponsor development and engagement activities for these associates; and oversee talentrelated strategies related to retention of key talent, succession for critical organizational
positions, and demographic and diversity trends.
The ECMDC is comprised solely of the outside directors of T. Rowe Price Group’s Board of Directors.
The TRPG CEO, and the Head of Human Resources of TRPG (each a member of the MCDC) are typicallyinvited to present at each meeting. The ECMDC has also retained an independent compensation
consultant to assist in its important governance responsibilities. The ECMDC is responsible for:• determining the compensation of the chief executive officer and other executive officers;• reviewing and approving general salary and compensation policies for the rest of our senior
officers;• overseeing the administration of our annual bonus pool, stock incentive plans, and employee
stock purchase plan; and• assisting management in designing compensation policies and plans.
In addition to the above committees, the Human Resources department plays a key role in vettingcompensation decisions across the company, both during the year and in the year-end incentive
award processes. Human Resources also has firm wide compliance oversight for the RPS to ensure the
RPS and our practices are in agreement.

4.4. Interest alignment
As noted above, the ECMDC is comprised solely of non-executive directors of the company. The
company believes that its compensation programs are designed to reward executives and other senior
officers for building and strengthening the very core of our company’s long-term viability, which
contributes to long-term value creation for our clients and stockholders. This includes integration ofsustainability risks and Environmental, Social and Governance (ESG) objectives into our investment
process and investment professional remuneration. We seek to accomplish this through a balance ofshort-term fixed and variable cash compensation, and long-term equity-based incentives. We believe
the stability of our management team over long periods of time, our executives’ and staff-wide levelof ownership in the company, and our unwavering focus on generating outstanding long-term
performance for our clients are evidence that we have created a powerful alignment of incentives
between our executive team, our associates, our clients and our stockholders.
Each year, the ECMDC meets with senior management to identify goals, which are consistent with thecompany’s long-term objectives. Also, annual assessments focus on performance and factors related
to positioning the company for long-term success. Building a company that can sustainably generatestrong investment performance for our clients as well as TRPG stockholders requires a complex mix
of managerial abilities. We believe the keys to such long-term success are:
• attracting talent in a highly competitive marketplace and effectively retaining that talent forlong periods of time;• protecting our corporate integrity and reputation as the keys to maintaining our valued
clients’ trust;• providing our highest possible level of service quality and client focus;• offering only products that we believe add value and can produce sustainable performanceover complete market cycles;• nurturing a culture of quality, collaboration and independent thought to create anorganization of motivated, engaged, team-oriented professionals who are loyal to our clientsand our company.
Many of our executive officers’ and senior managers’ annual compensation is equitybased, with fiveyear vesting requirements. This significantly aligns their pay to the continued success of thecompany.
4.5. Control functions
The control functions supporting TRPLUX are appropriately empowered and have the necessary
authority, independence and expertise to carry out their function and duties. The TRPLUX board
ensures that the necessary resources are dedicated to TRPLUX's control functions, both in terms ofquantity and quality of associates within the functions; with a significant focus on recruiting andretaining high quality individuals. Reports from the control functions are standing agenda items for
the TRPLUX board.
Each control function has its own organizational structure which is independent of the business areas
they oversee. The head of each relevant Control function reports to either a member of the firm’sManagement Committee or the Board.

Control function remuneration pools are determined with reference to the performance of eachindividual function.
We routinely monitor the remuneration of our staff against industry market data to ensure that weare paying competitively.
4.6. Consistency with sound and effective risk management
It is intended that the RPS is consistent with, and promotes, sound and effective risk managementand does not encourage risk-taking that is inconsistent with the risk profile, rules or governing
documents of the UCITS or the AIFs managed.
In determining an individual’s compensation, we analyse the goals, objectives and the results of eachindividual. Inherent in that analysis is reviewing “how” the individual achieved his or her results. Thus,
risk analysis is imbedded in how we evaluate an associate’s performance. Any risk management orcompliance concerns which are raised about an associate may be taken into consideration whenassessing the associate’s performance. For example, a regulatory or Code of Ethics breach by anassociate, which is identified by Legal & Compliance, is reported to the associate’s line manager. Basedon the circumstances, such breaches may be taken into consideration when assessing an individual
associate’s performance, and ultimately therefore impacting their compensation. Likewise, if anassociate contributes to inappropriate risk taking that resulted or could have resulted in a material
exposure to the firm, its AIFs or its UCITS, it would be taken into consideration in the determinationof both annual cash and equity-based compensation adjustments.
In addition, our investment staff are responsible for incorporating sustainability risks and other ESG
factors into their investment recommendations and investment decisions, as appropriate to the
mandate. T. Rowe Price holds its portfolio managers and analysts accountable for doing so by
incorporating the extent of the integration of such analysis into their individual investment processes
as part of the assessment criteria in year-end performance reviews and compensation. ESG
integration and sustainability risks incorporation are considered as a qualitative component of theend of year performance assessment.
Additionally, the TRPLUX Board reviews this RPS annually to ensure remuneration practices are
consistent with the firm’s risk profile.
Investment discretion for the UCITS and all the AIFs is strictly controlled within mandated parameters.
These parameters are generally coded within the Investment Manager’s automated compliancesystem, strictly limiting the amount of risk that can be taken within the UCITS and each AIF.
4.7. Delegation
Where the firm delegates portfolio management activities, it shall require confirmation from thedelegate entity that either 1. it is subject to equally as effective regulation on remuneration, whichshall include the rules of the Capital Requirements Directive, or 2. it sets its remuneration incompliance with a remuneration policy that is compliant with the relevant remuneration regulations.

4.8. Pension policy
TRPLUX provides a non-discretionary company pension plan to its employees; the plan is aligned withthe business strategy, objectives, values and long-term interests of the firm, the UCITS and AIFs it
manages. The pension plan is designed to provide competitive benefits in order to attract and retain
appropriately skilled and experienced staff. The benefits under the plan accrue based on a formulaic
set percentage of basic salary. The plan does not therefore present plan participants with potential
conflicts of interest and is consistent with the principles of sound risk management.
4.9. Guaranteed Variable remuneration
Guaranteed variable remuneration is exceptional and would in any case be limited to the first year ofservice, in the context of new staff hires.
4.10. Severance Pay (related to early termination)
Severance pay (subject to what is required under local law) is at the firm’s absolute discretion but willreflect performance and will not reward failure.
4.11. Personal Investment Strategies
Employees must not use personal hedging strategies which could undermine the risk alignment
effects embedded in remuneration policies.
4.12. Disclosure
TRPLUX will make this RPS available on request to all investors in the UCITS or in any AIFs that it
manages. Additionally, TRPLUX will disclose in the annual report to investors, for each UCITS and each
AIF that it manages, the total remuneration paid by the AIFM, the UCITS management company or
the UCITS authorised corporate director respectively to the Identified Staff. A summary of the RPS is
also disclosed in the prospectus of each UCITS as required under the 2010 Law.