EffectiveJuly 1, 2014

 

CODE OF ETHICS AND CONDUCT

 

T.ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

T.ROWE PRICE GROUP, INC.

STATEMENT OF POLICY 

ON

SECURITIESTRANSACTIONS

BACKGROUND INFORMATION.

Legal Requirement.  In accordance with the requirements of the Securities ExchangeAct of 1934 (the “ExchangeAct”), the Investment Company Act of 1940, the Investment Advisers Act of 1940, the InsiderTrading and Securities Fraud Enforcement Act of 1988, and the various United Kingdom and other jurisdictions’laws and regulations, Price Group and the mutual funds (“Price Funds”) which its affiliates manage have adopted this Statement ofPolicy on Securities Transactions (“Statement”).

Price Advisers’Fiduciary Position. As investment advisers, the Price Advisers are in a fiduciary position which requires them to act withan eye only to the benefit of their clients, avoiding those situations which might place, or appear toplace, the interests of the Price Advisers or their officers, directors and employees in conflict withthe interests of clients.

Purposeof Statement of Policy.  The Statement was developed to help guide Price Group’s employeesand independent directors and the independent directors of the Price Funds in the conduct of their personalinvestments and to:

· eliminatethe possibility of a transaction occurring that the SEC or other regulatory bodies would view as illegal,such as Front Running (see definition below);

· avoidsituations where it might appear that Price Group or the Price Funds or any of their officers, directors,employees, or other personnel had personally benefited at the expense of a client or fund shareholderor taken inappropriate advantage of their fiduciary positions; and 

· prevent, as well as detect, the misuse of material, non-publicinformation.

Those subject to the Code, including the independent directorsof Price Group and the Price Funds, are urged to consider the reasons for the adoption of this Statement. Price Group’s and the Price Funds’ reputations could be adversely affected as the result ofeven a single transaction considered questionable in light of the fiduciary duties of the Price Advisersand the independent directors of the Price Funds.

Front Running.  Front Running is illegal.  It is generally defined as the purchaseor sale of a security by an officer, director or employee of an investment adviser or mutual fund inanticipation of and prior to the adviser effecting similar transactions for its clients in order to takeadvantage of or avoid changes in market prices effected by client transactions.

QUESTIONS ABOUT THE STATEMENT.  You are urged to seek theadvice of the Chief Compliance Officer of TRPA, the Chairperson of the Ethics Committee (U.S.-based personnel),the TRP International Compliance Team (International personnel) or Code Compliance in Baltimore (all

personnelregardless of office location) when you have questions as to the application of this Statement to individualcircumstances.

EXCESSIVE TRADINGAND MARKET TIMING OF MUTUAL FUND SHARES. The issue of excessive trading and market timing by mutual fund shareholders is a serious one and isnot unique to T. Rowe Price.  Employees may not engage in trading of shares of a Price Fund that is inconsistentwith the prospectus of that Fund.

Excessive or short-term trading in fund shares may disrupt managementof a fund and raise its costs.  The Board of Directors/Trustees of the Price Funds have adopted a policyto deter excessive and short-term trading (the “Policy”), which applies to persons trading directly with T. Rowe Priceand indirectly through intermediaries.  Under this Policy, T. Rowe Price may bar excessive and short-termtraders from purchasing shares.

This Policy is set forth in each Fund’s prospectus, whichgoverns all trading activity in the Fund regardless of whether you are holding T. Rowe Price Fund sharesas a retail investor or through your T. Rowe Price U.S. Retirement Program account.

Although the Fund may issuea warning letter regarding excessive trading or market timing, any trade activity in violation of thePolicy will also be reviewed by the Chief Compliance Officer, who will refer instances to the EthicsCommittee as he or she feels appropriate.  The Ethics Committee, based on its review, may take disciplinaryaction, including suspension of trading privileges, forfeiture of profits or the amount of losses avoided,and termination of employment, as it deems appropriate.

Employees are also expected to abide by tradingrestrictions imposed by other funds as described in their prospectuses.  If you violate the trading restrictionsof a non-Price Fund, the Ethics Committee may impose the same penalties available for violation of thePrice Funds excessive trading Policy.

PERSONSSUBJECT TO STATEMENT.  The provisions of this Statement apply as described below to the followingpersons and entities.  Each person and entity (except the independent directors of Price Group) is classifiedas either an Access Person or a Non-Access Person as described below.  The provisions of this Statementmay also apply to an Access Person’s or Non-Access Person’s spouse, minor children, and certainother relatives, as further described on page 5-3 of this Statement.  All Access Persons except the independentdirectors of the Price Funds are subject to all provisions of this Statement except certain restrictionson purchases in initial public offerings that apply only to Investment Personnel.  The independent directorsof the Price Funds are not subject to prior transaction clearance requirements and are subject to modifiedreporting as described on page 5-3.  Non-Access Persons are subject to the general principles of theStatement and its reporting requirements, but are only required to receive prior transaction clearancefor transactions in Price Group stock.  The persons and entities covered by this Statement are:

Price Group. Price Group, each of its subsidiaries and affiliates, and their retirement plans.

Employee Partnerships.  Partnershipssuch as Pratt Street Ventures.

Personnel. Eachofficer, inside director and employee of Price Group and its subsidiaries and affiliates, including T.Rowe Price Investment Services, Inc., the principal underwriter of the Price Funds.

Certain Temporary Workers.  These workers include:

· Alltemporary workers hired on the Price Group payroll (“TRP Temporaries”);

· Allagency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignmentsexceed eight weeks over a twelve-month period;

· Allindependent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignmentsexceed eight weeks over a twelve-month period andwhose work is closely related to the ongoing work of Price Group’s employees (versus project workthat stands apart from ongoing work); and

· Anycontingent worker whose assignment is more than casual in nature or who will be exposed to the kindsof information and situations that would create conflicts on matters covered in the Code.

Retired Employees.  Retired employeesof Price Group who receive investment research information from one or more of the Price Advisers willbe subject to this Statement.

IndependentDirectors of Price Group and the Price Funds.  The independent directors of Price Group includethose directors of Price Group who are neither officers nor employees of Price Group or any of its subsidiariesor affiliates.  The independent directors of the Price Funds include those directors of the Price Fundswho are not deemed to be “interested persons” of Price Group.

Althoughsubject to the general principles of this Statement, including the definition of “beneficial ownership,”independent directors are subject only to modified reporting requirements (see pages 5-3 to 5-3).  The trades of the independent directorsof the Price Funds are not subject to prior transaction clearance requirements.  The trades of the independentdirectors of Price Group are not subject to prior transaction clearance requirements except for transactionsin Price Group stock.

ACCESS PERSONS.  Certain persons and entitiesare classified as “Access Persons” under the Code.  The term “Access Persons” means:

· the Price Advisers;

· any officer or director of any of the Price Advisersor the Price Funds (except the independent directors of the Price Funds are not subject to prior transactionclearance and have modified reporting  requirements, as described below); 

· any person associated with any of the Price Advisersor the Price funds who, in connection with his or her regular functions or duties, makes, participatesin, or obtains or has access to 

non-public information regarding the purchase or sale of securities by a Price Fundor other advisory client, or to non-public information regarding any securities holdings of any clientof a Price Adviser, including the Price Funds, or whose functions relate to the making of any recommendationswith respect to the purchases or sales; or

· anyperson in a control relationship to any of the Price Advisers or a Price Fund who obtains or has accessto information concerning recommendations made to a Price Fund or other advisory client with regard tothe purchase or sale of securities by the Price Fund or advisory client.

AllAccess Persons are notified of their status under the Code.  Although a person can be an Access Personof one or more Price Advisers andone or more of the Price Funds, the independent directors of the Price Funds are only Access Persons of the applicable Price Funds; they arenot Access Persons of any of the Price Advisers.

Investment Personnel. An Access Person is further identified as “InvestmentPersonnel” if, in connection with his or her regular functions or duties, he or she “makesor participates in making recommendations regarding the purchase or sale of securities” by a PriceFund or other advisory client.

The term “Investment Personnel” includes, but is notlimited to:

· thoseemployees who are authorized to make investment decisions or to recommend securities transactions onbehalf of the firm’s clients (investment counselors and members of the mutual fund advisory committees);

· researchand credit analysts; and

· traderswho assist in the investment process

All Investment Personnel are deemed AccessPersons under the Code.  All Investment Personnel are notified of their status under the Code.  InvestmentPersonnel are generally prohibited from investing in initial public offerings (see page 5-3).

NON-ACCESS PERSONS. Persons who do not fall within the definition of Access Persons are deemed “Non-Access Persons.”  If a Non-Access Person is marriedto an Access Person, then the non-Access Person is deemed to be an Access Person under the beneficialownership provisions described below.  However, the independent directors of Price Group are not includedin this definition.

TRANSACTIONSSUBJECT TO STATEMENT.  Except as provided below, the provisions of this Statement apply to transactionsthat fall under either oneof the following two conditions:

First,you are a “beneficial owner”of the security under the Rule 16a-1 of the Exchange Act, defined as follows; or

Second, if you control or direct securities trading for another person orentity, those trades are subject to this Statement even if you are not a beneficial owner of the securities. For example, if you have an exercisable trading authorization (e.g.,  a power of attorney to direct transactions in another person’saccount) of an unrelated person’s or entity’s brokerage account, or are directing another person’sor entity’s trades, those transactions will usually be subject to this Statement to the same extentyour personal trades would be as described below.

Definitionof Beneficial Owner. A “beneficial owner” is any person who, directly or indirectly, through any contract, arrangement,understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly,to profit or share in any profit derived from a transaction in the security.

A person has beneficialownership in:

· securitiesheld by members of the person’s immediate family sharing the same household, although the presumption of beneficial ownershipmay be rebutted;

· aperson’s interest in securities held by a trust, which may include both trustees with investmentcontrol and, in some instances, trust beneficiaries;

· a person’s right to acquire securities through theexercise or conversion of any derivative security, whether or not presently exercisable;

· a general partner’s proportionate interest in theportfolio securities held by either a general or limited partnership;

· certain performance-related fees other than an asset-basedfee, received by any broker, dealer, bank, insurance company, investment company, investment adviser,investment manager, trustee or person or entity performing a similar function; and

· a person’s right to dividends that is separatedor separable from the underlying securities.  Otherwise, right to dividends alone shall not representbeneficial ownership in the securities.

A shareholder shall not be deemed to have beneficial ownershipin the portfolio securities held by a corporation or similar entity in which the person owns securitiesif the shareholder is not a controlling shareholder of the entity and does not have or share investmentcontrol over the entity’s portfolio.

Requestsfor Clarifications or Interpretations Regarding Beneficial Ownership or Control.  If you havebeneficial ownership of a security, any transaction involving that security is presumed to be subjectto the relevant requirements of this Statement, unlessyou have no direct or indirect influence or control over the transaction.  Such a situation may arise, for example, if you have delegated investmentauthority to an independent investment adviser or your spouse has an independent trading program in whichyou have no input.  Similarly, if your spouse has investment control over, but not beneficial ownershipin, an unrelated account, the Statement may not apply to those securities and you may wish to seek clarificationor an interpretation.

Ifyou are involved in an investment account for a family situation, trust, partnership, corporation, etc.,which you feel should not be subject to the Statement’s relevant prior transaction clearance and/orreporting requirements, you should submit a written request for clarification or interpretation to eitherthe Code Compliance Section (via the Legal Compliance Employee Trading mailbox) in Baltimore or the TRPInternational Compliance Team.  Any such request for clarification or interpretations should name theaccount, your interest in the account, the persons or firms responsible for its management, and the specificfacts of the situation.  Do notassume that the Statement is not applicable; you must receive a clarification or interpretation aboutthe applicability of the Statement.  Clarifications and interpretations are not self-executing;you must receive a response to a request for clarification or interpretation directly from the Code ComplianceSection or the TRP International Compliance Team before proceeding with the transaction or other actioncovered by this Statement.

PRIOR TRANSACTIONCLEARANCE REQUIREMENTS GENERALLY.  As described, certain transactions require prior clearancebefore execution.  Receiving prior transaction clearance does not relieve you from conducting your personalsecurities transactions in full compliance with the Code, including its prohibition on trading whilein possession of material, inside information, and the 60-Day Rule, and with applicable law, includingthe prohibition on Front Running (seepage 5-2 for definition of Front Running).

TRANSACTIONSIN STOCK OF PRICE GROUP. Because Price Group is a public company, ownership of its stock subjects its officers, insideand independent directors, employees and all others subject to the Code to special legal requirementsunder the United States securities laws.  Youare responsible for your own compliance with these requirements.  In connection with these legalrequirements, Price Group has adopted the following rules and procedures:

Independent Directors of Price Funds. The independent directors of the Price Funds are prohibited from owning the stock or other securitiesof Price Group.

QuarterlyEarnings Report.  Generally, all Access Persons and Non-Access Persons and the independent directorsof Price Group must refrain from initiating transactions in Price Group stock in which they have a beneficialinterest from the second trading day after quarter end (or such other date as management shall from timeto time determine) through the day after the filing of the firm’s earnings release with the SECon Form 10-Q or Form 8-K.  You will be notified by the Management Committee from time to time as to thecontrolling dates.

PriorTransaction Clearance of Price Group Stock Transactions Generally.  Access Persons and Non-AccessPersons and the independent directors of Price Group are required to obtain clearance prior to effectingany proposed transaction (including gifts and other transfers of beneficial ownership) involving sharesof Price Group stock owned beneficially, including through the Employee Stock Purchase Plan (“ESPP”).  A transfer of sharesof Price Group stock into or from street name to or from a securities account and a transfer of sharesof Price Group stock between securities firms or accounts, including accounts held at the same firm,do not have to receive prior clearance, but must be reported.  

Prior TransactionClearance Procedures for Price Group Stock.  Requests for prior transaction clearance must beprocessed by using the online request form.  This online form can be accessed through the TROW EmployeeStock Transactions tool located on the TRP Exchange.  The Payroll and Stock Transaction Group is responsiblefor processing and maintaining the records of all such requests.  This includes not only market transactions,but also sales of stock purchased either through the ESPP or through a securities account if shares ofPrice Group stock are transferred there from the ESPP.  Purchases effected through the ESPP are automaticallyreported to the Payroll and Stock Transaction Group.

Gifts.  The giving of or receipt of Price Group stock (TROW)must be prior cleared.  This includes donation transactions into donor-advised funds such as the T. RowePrice Program for Charitable Giving, as well as any other charitable gifting.

Prohibition Regarding Transactions inPrice Group Options.  Transactions in options (other than stock options granted to T. Rowe Priceassociates) on Price Group stock are not permitted.

Prohibition Regarding Short Sales of Price Group Stock.  Shortsales of Price Group stock are not permitted.

Hedging Transactions in Price Group Stock.  Entering into any contract or purchasingany instrument designed to hedge or offset any decrease in the market value of Price Group stock is notpermitted, unless prior written approval is received from the Payroll and Stock Transaction Group andthe Legal Department.

Applicabilityof 60-Day Rule to Price Group Stock Transactions.  Transactions in Price Group stock are subjectto the 60-Day Rule except for transactions effected through the ESPP, the exercise of employee stock options granted by Price Groupand the subsequent sale of the derivative shares, and shares obtained through an established dividendreinvestment program.  Refer to page 5-28 for a full description of the 60-Day Rule.

OnlyPrice Group stock that has been held for at least 60 days may be gifted.  You must receive prior clearancebefore gifting shares of Price Group stock.

Purchases of Price Group stock in the ESPPthrough payroll deduction are not considered in determining the applicability of the 60-Day Rule to markettransactions in Price Group stock (seepage 5-3).

To avoid issues with the 60-day rule, shares may not be transferred out of or otherwiseremoved from the ESPP if the shares have been held for less than 60 days.

 

Initial Disclosureof Holdings of Price Group Stock.  Each new employee must report to the Payroll and Stock TransactionGroup any shares of Price Group stock of which he or she has beneficial ownership no later than ten businessdays after his or her starting date.

Dividend Reinvestment Plans for Price Group Stock.  Purchases of Price Groupstock owned outside of the ESPP and effected through a dividend reinvestment plan need not receive priortransaction clearance.  Reporting of transactions effected through that plan need only be made quarterlythrough statements provided to the Code Compliance Section or by the financial institution (e.g. broker/dealer) where the account is maintained, except in the case of employees who aresubject to Section 16 of the Exchange Act, who must report such transactions immediately.

Effectivenessof Prior Clearance.  Prior transaction clearance of transactions in Price Group stock is effectivefor three United States business days from and including the date the clearance is granted, unless (i)advised to the contrary by the Payroll and Stock Transaction Group prior to the proposed transaction,or (ii) the person receiving the clearance comes into possession of material, non-public informationconcerning the firm.  If the proposed transaction in Price Group stock is not executed within this timeperiod, a new clearance must be obtained before the individual can execute the proposed transaction.

Reporting ofDisposition of Proposed Transaction.  You must use the form returned to you by the Payroll andStock Transaction Group to notify it of the disposition (whether the proposed transaction was effectedor not) of each transaction involving shares of Price Group stock owned directly.  The notice must bereturned within two business days of the trade’s execution or within five business days of the dateof prior transaction clearance if the trade is not executed.

Insider Reporting and Liability.  Under current SEC rules,certain officers directors and 10% stockholders of a publicly traded company (“Insiders”) are subject to the requirements of Section16.  Insiders include the directors and certain executive officers of Price Group.  The Payroll and StockTransaction Group informs all those who are Insiders of their obligations under Section 16.

SEC Reporting.  There are threereporting forms which Insiders are required to file with the SEC to report their purchase, sale and transfertransactions in, and holdings of, Price Group stock.  Although the Payroll and Stock Transaction Groupwill provide assistance in complying with these requirements as an accommodation to Insiders, it remainsthe legal responsibility of each Insider to ensure that the applicable reports are filed in a timelymanner.

· Form 3.  The initial ownershipreport by an Insider is required to be filed on Form 3.  This report must be filed within ten days aftera person becomes an Insider (i.e.,is elected as a director or appointed as an executive officer) to report all current holdings of PriceGroup stock.  Following the election or appointment of an Insider, the Payroll and Stock TransactionGroup will deliver to the Insider a Form 3 for appropriate signatures and will file the form electronicallywith the SEC.

· Form 4.  Any change in the Insider’sownership of Price Group stock must be reported on a Form 4 unless eligible for deferred reporting onyear-end Form 5.  The Form 4 must be filed electronically before the end of the second business day followingthe day on which a transaction resulting in a change in beneficial ownership has been executed.  Followingreceipt of the Notice of Disposition of the proposed transaction, the Payroll and Stock Transaction Groupwill deliver to the Insider a Form 4, as applicable, for appropriate signatures and will file the formelectronically with the SEC.

· Form 5.  Any transaction or holdingthat is exempt from reporting on Form 4, such as small purchases of stock, gifts, etc. may be reportedelectronically on a deferred basis on Form 5 within 45 calendar days after the end of the calendar yearin which the transaction occurred.  No Form 5 is necessary if all transactions and holdings were previouslyreported on Form 4.

Liabilityfor Short-Swing Profits.  Under the United States securities laws, profit realized by certainofficers, as well as directors and 10% stockholders of a company (including Price Group) as a resultof a purchase and sale (or sale and purchase) of stock of the company within a period of less than sixmonths must be returned to the firm or its designated payee upon request.

PRIORTRANSACTION CLEARANCE REQUIREMENTS (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS.

Access Persons, other than theindependent directors of the Price Funds must, unless otherwise provided for below, obtain prior transactionclearance before directly or indirectly initiating, recommending, or in any way participating in, thepurchase or sale of a security in which the Access Person has, or by reason of such transaction may acquire,any beneficial interest or which he or she controls.  This includes the writing of an option to purchaseor sell a security and the acquisition of any shares in an Automatic Investment Plan through a non-systematicinvestment.  Non-Access Personsare not required toobtain prior clearance before engaging in any securities transactions, except for transaction in PriceGroup stock.

Where required, prior transaction clearancemust be obtained regardless of whether the transaction is effected through TRP Brokerage (generally availableonly to U.S. residents) or through an unaffiliated broker/dealer or other entity.  Please note that theprior clearance procedures do notcheck compliance with the 60-Day Rule (seepage 5-3); you are responsible for ensuring your compliance with this rule.

The independentdirectors of the Price Funds are not required to receive prior transaction clearance in any case.

TRANSACTIONS(OTHER THAN IN PRICE GROUP STOCK) THAT DO NOT REQUIRE EITHER PRIOR TRANSACTION CLEARANCE OR REPORTINGUNLESS THEY OCCUR IN A “REPORTABLE FUND.”  The following transactions do not requireeither prior transaction clearance or reporting:

Mutual Funds and Variable Insurance Products.  The purchase or redemption ofshares of any open-end investment companies and variable insurance products, except that Access Persons must report transactions in ReportableFunds (see page 5-3).

Undertakingsfor Collective Investments in Transferrable Securities (UCITS).  The purchase or redemption ofshares in an open-ended European investment fund established in accordance with the UCITS Directive.

Automatic InvestmentPlans.  Transactions through a program in which regular periodic purchases or withdrawals aremade automatically in or from investment accounts in accordance with a predetermined schedule and allocation. However, the initial automatic investment doesrequire prior clearance.  An automatic investment plan includes a dividend reinvestment plan.  An AccessPerson must report any securities owned as a result of transactions in an Automatic Investment Plan onhis or her Annual Report.  Any transaction that overrides the pre-set schedule or allocations of an automaticinvestment plan (a “non-systematictransaction”) must be reported by both Access Persons and non-Access Persons and Access Personsmust also receive prior transaction clearance for such a transaction if the transaction would otherwiserequire prior transaction clearance.

Donor-Advised Funds. Transactions within donor-advised funds, such as the   T. Rowe Price Program for CharitableGiving, do not require prior clearance or reporting with the exception of a contribution into the fundif made by donating (gifting) securities.  The donation (gift) of securities would not require priorclearance, although it would require reporting (of the securities), unless the donation is Price Groupstock; which would require prior clearance and reporting.

U.S Government Obligations.  Purchases or sales of directobligations of the U.S Government.

Certain Commodity Futures Contracts.  Purchases or sales of commodity futures contracts for tangible goods (e.g., corn, soybeans, wheat)if the transaction is regulated solely by the United States Commodity Futures Trading Commission (“CFTC”).  Futures contractsfor financial instruments, however, mustreceive prior clearance and be reported.

Commercial Paper and Similar Instruments.  Bankers’ acceptances, bank certificatesof deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

Certain UnitInvestment Trusts.  Shares issued by unit investment trusts that are invested exclusively in oneor more open-end funds, if none of the underlying funds is a Reportable Fund.

Currency.  Direct foreign currency transactions (spot and forwardtrades) in the Japanese Yen or British Pound, for example.  However, securitized or financial instrumentsused for currency exposure (e.g.ProShares Ultra Yen ETF), mustreceive prior clearance and be reported.

TRANSACTIONS(OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BYBOTH ACCESS PERSONS AND NON-ACCESS PERSONS.  The following transactions do not require prior transactionclearance but must be reported:

Exchange-Traded Funds (“ETFs”).  Purchasesor sales of the following ETFs only:

· SPDR Dow Jones Industrial Average ETF (“DIA”)

· SPDR S&P 500 ETF Trust (“SPY”)

· PowerShares QQQ Trust, Series 1 (ETF) (“QQQ”)

· iShares MSCI EAFE ETF (“EFA”)

· iShares Core S&P 500 ETF (“IVV”)

· iShares Russell 2000 ETF (“IWM”)

· iShares MSCI Emerging Market ETF (“EEM”)

· iShares FTSE 100 UCITS ETF (“GB/ISF”)

Transactions by AccessPersons in all other ETFs must receive prior clearance and these transactions must be reported by bothAccess Persons and Non-Access Persons.

Unit Investment Trusts.  Purchases or sales of shares in unit investment trustsregistered under the Investment Company Act of 1940, unless the unit investment trust is an ETF, in whichcase it must comply with the specific restrictions on ETFs described immediately above.

National Government Obligations (otherthan U.S.).  Purchases or sales of direct obligations of national (non-U.S.) governments.

Variable RateDemand Notes.  This financial instrument is an unsecured debt obligation of a corporate entity. These instruments generally pay a floating interest rate slightly above the prevailing money marketrates and include check-writing capabilities.  It is not a money market fund nor is it equivalent toa bank deposit or bank account therefore the instrument is not protected by the Securities Investor ProtectionCorporation or Federal Deposit Insurance Corporation.

Pro Rata Distributions.  Purchases effected by the exerciseof rights issued pro-rata to all holders of a class of securities or the sale of rights so received.

Tender Offers.Purchases and sales of securities pursuant to a mandatory (e.g., the holder has nochoice or elections regarding the offer) tender offer.  Merger elections, however, that presentsholders of acquired securities, with exchange options that typically include cash or securities of theacquiring company and/or a combination thereof, mustbe prior cleared.

Exerciseof Stock Option of Corporate Employer by Spouse.  Transactions involving the exercise by an AccessPerson’s spouse of a stock option issued by the corporation employing the spouse.  However, a subsequentsale of the stock obtained by means of the exercise, including sales effected by a “cash-less”transactions, must receive prior transaction clearance.

Restricted Stock Plan Automatic Sales for Tax Purposes by Spouse. Transactions commonly called “net sales” whereby upon vesting of restricted shares, a portionof the shares are automatically sold in order to cover the tax obligation.

Inheritances.  The acquisitionof securities through inheritance.

Gifts.  The giving of or receipt of a security as a gift.  However a gift ofor receipt of Price Group stock must be prior cleared.

Stock Splits, Reverse Stock Splits, and Similar Acquisitions andDispositions.  The mandatory acquisition of additional shares or the disposition of existing corporateholdings through stock splits, reverse stock splits, stock dividends, exercise of rights, exchange orconversion.  Reporting of such transactions must be made within 30 days of the end of the quarter inwhich they occurred.  Reporting is deemed to have been made if the acquisition or disposition is reportedon a confirmation, statement or similar document sent to Code Compliance.

Spousal Employee-Sponsored Payroll DeductionPlans.  Purchases, but not sales, by an Access Person’s spouse pursuant to an employee-sponsoredpayroll deduction plan (e.g.,a 401(k) plan or employee stock purchase plan), provided the Code Compliance Section has beenpreviously notified by the Access Person that the spouse will be participating in the payroll deductionplan.  Reporting of such transactions must be made within 30 days of the end of the quarter in whichthey occurred.  A sale or exchange of stock held in such a plan is subject to the prior transaction clearancerequirements for Access Persons.

Partial Shares Sold.  Partial shares held in an account that are sold when theaccount is transferred to another broker/dealer or to new owner or partial shares sold automaticallyby the broker/dealer.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTIONCLEARANCE BUT MUST BE REPORTED BY ACCESS PERSONS ONLY.

Reportable Funds.  Access Persons must report the purchasesand sales of shares of Reportable Funds. A Reportable Fund is any open-end investment company,including money market funds, for which any of the Price Advisers serves as an investment 

adviser.  Thisincludes not only the Price Funds, SICAVs, and any Price-advised investment products, but also any fundmanaged by any of the Price Advisers either through sub-advised relationships, including any fund holdingsoffered through retirement plans (e.g.,401(k) plans), or as an investment option offered as part of a variable annuity.  Code Compliancemaintains a listing of sub-advised Reportable Funds under the Tools menu on the TRP Exchange.

Restrictions on Holding Price Funds ThroughIntermediaries.  ManyReportable Funds are Price Funds.  Access Persons are encouraged to buy, sell and maintain their holdingsof Price Funds in an account or accounts on a T. Rowe Price platform, rather than through an intermediarywhere possible.  For example, Access Persons are encouraged to trade shares in a Price Fund through T.Rowe Price Services, Inc., the transfer agent or through TRP Brokerage account, rather than through abrokerage account maintained at an independent broker/dealer.

Access Persons are prohibited from purchasing a PriceFund through an intermediary if shares of that Price Fund are not currently held at that intermediaryandif the purchase could have been effected through one ofthe T. Rowe Price transfer agents or in a TRP Brokerage account.  If an Access Person currently holdsPrice Funds under such circumstances, he or she is prohibited from purchasing shares of any other PriceFund through that intermediary.  Situations where Price Funds must be held through an intermediary (e.g., spouse of an Access Personhas or is eligible to invest in Price Funds through the spouse’s 401(k) plan) do not violate thispolicy.  Access Persons who violate this policy may be required to transfer the position held throughthe financial intermediary to an account maintained on a T. Rowe Price platform.

AccessPersons must inform the Code Compliance Section about ownership of shares of Price Funds.  Once thisnotification has been given, if the Price Fund is held on a T. Rowe Price platform or in a TRP BrokerageAccount, the Access Person need not report these transactions directly (see page 5-3).

In instances where PriceFunds are held through an intermediary, transactions in shares of those Price Funds must be reportedas described on page 5-3.

Interestsin Section 529 College Savings Plans. Access Persons must report the purchase and sale of interests in any Section 529 College SavingsPlan.

Access Persons must inform the Code Compliance Section about ownership of interestsin the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University ofAlaska College Savings Plan.  For these specific plans only, once this notification has been given, anAccess Person need not report transactions directly (see page 5-20).

NotificationRequirements.  Notification to the Code Compliance Section about a Reportable Fund or a Section529 College Savings Plan should include:

· accountownership information, and

· accountnumber

Theindependent directors of the Price Funds are subject to modified reporting requirements.

The Chief Compliance Officeror his or her designee reviews at a minimum the transaction reports for all securities required to bereported under the Advisers Act or the Investment Company Act for all employees, officers, and insidedirectors of Price Group and its affiliates and for the independent directors of the Price Funds.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK)THAT REQUIRE PRIOR TRANSATION CLEARANCE BY ACCESS PERSONS.  If the transaction or security is not listed above as not requiring priortransaction clearance, you should assume that it issubject to this requirement unless specifically informed otherwise by the Code Compliance Section orthe TRP International Compliance Team.  The only Access Persons not subject to the prior transactionclearance requirements are the independent directors of the Price Funds.

Among the transactions forwhich you must receive prior transaction clearance are:

· Non-systematic transactions in a security that is notexempt from prior transaction clearance;

· Close-endfund transactions, including U.K, Canadian, and other non-U.S. investment trusts, and ETFs not specificallyexempted from prior clearance (seepage 5-3) ; and 

· Transactionsin sector index funds that are closed-end or exchange-traded funds.

OTHER TRANSACTION REPORTING REQUIREMENTS.  Any transaction that is subject tothe prior transaction clearance requirements on behalf of an Access Person (except the independent directorsof the Price Funds), including purchases in initial public offerings and private placement transactions,must be reported.  AlthoughNon-Access Persons are not required to receive prior transaction clearance for securities transactions(other than Price Group stock), they mustreport any transaction that would require prior transaction clearance by an Access Person.  The independentdirectors of Price Group and the Price Funds are subject to modified reporting requirements.

PROCEDURES FOR OBTAINING PRIOR TRANSACTION CLEARANCE (OTHER THANPRICE GROUP STOCK) FOR ACCESS PERSONS.  Unless prior transaction clearance is not required asdescribed above or the Chairperson of the Ethics Committee or his or her designee has otherwise determinedthat prior transaction clearance is not required, Access Persons, other than the independent directorsof the Price Funds, must receive prior transaction clearance for all securities transactions.

Access Persons should followthe procedures set forth below before engaging in the transactions described.  If an Access Person isnot certain whether a proposed transaction is subject to the prior 

transactionclearance requirements, he or she should contact the Code Compliance Section before proceeding.

Procedures For ObtainingPrior Transaction Clearance For Initial Public Offerings (“IPOs”):

Non-Investment Personnel.  AccessPersons who are not InvestmentPersonnel (“Non-InvestmentPersonnel”) may purchase securities that are the subject of an IPO only after receiving prior transaction clearance in writingfrom the Chairperson of the Ethics Committee or his or her designee (“Designee”).  An IPO would include, for example, an offeringof securities registered under the Securities Act of 1933 when the issuer of the securities, immediatelybefore the registration, was not subject to certain reporting requirements of the Exchange Act.  Thisrequirement applies to allIPOs regardless of market.

In considering such a request for prior transaction clearance, the Chairperson orhis or her Designee will determine whether the proposed transaction presents a conflict of interest withany of the firm’s clients or otherwise violates the Code.  The Chairperson or his or her Designeewill also consider whether:

1. Thepurchase is made through the Non-Investment Personnel’s regular broker;

2. The number of shares to be purchased is commensurate with thenormal size and activity of the Non-Investment Personnel’s account; and

3. The transaction otherwise meets the requirements of the FINRArestrictions, as applicable, regarding the sale of a new issue to an account in which a “restrictedperson,” as defined in FINRA Rule 5130, has a beneficial interest.

Inaddition to receiving prior transaction clearance from the Chairperson of the Ethics Committee or hisor her Designee, Non-Investment Personnel mustalso check with the Equity Trading Desk the day the offering is priced before purchasing in theIPO.  If a client order has been received since the initial prior transaction approval was given, theprior transaction clearance will be withdrawn.

Non-Investment Personnel will not be permittedto purchase shares in an IPO if any of the firm’s clients are prohibited from doing so because ofaffiliated transaction restrictions.  This prohibition will remain in effect until the firm’s clientshave had the opportunity to purchase in the secondary market once the underwriting is completed –commonly referred to as the aftermarket.  The 60-Day Rule applies to transactions in securities purchasedin an IPO.

Investment Personnel. Investment Personnel may notpurchase securities in an IPO.

Non-Access Persons.  Although Non-Access Persons are not required to receiveprior transaction clearance before purchasing shares in an IPO, any Non-Access Person who is a registeredrepresentative or associated person of Investment Services is reminded that FINRA Rule 5130 may restricthis or her ability to buy shares in a new issue in any market.

Procedures ForObtaining Prior Transaction Clearance For Private Placements.  Access Persons may not invest in a private placement of securities, includingthe purchase of limited partnership interests, unless prior transaction clearance in writing has beenobtained from the Chairperson of the Ethics Committee or his or her Designee.  This prior clearance provisionincludes situations involving investment transactions made in small businesses typically sourced throughfamily or friends as well as any other referral source.

A private placement isgenerally defined by the SEC as an offering that is exempt from registration under the Securities Act. Private placement investments generally require the investor to complete a written questionnaire orsubscription agreement.

Crowdfunding.  Investments made through crowdfundingsites that serve to match entrepreneurs with investors, through which investors receive an equity stakein the business, are generally considered to be private placements and would require prior clearance. In contrast, providing funding through crowdfunding sites that serve to fund projects or philanthropicventures are not considered private placements and therefore would not require prior clearance.

If an Access Person has any questions about whether a transaction is, in fact, aprivate placement, he or she should contact the Chairperson of the Ethics Committee or his or her designee.

In considering a request for prior transaction clearance for a private placement,the Chairperson will determine whether the investment opportunity (private placement) should be reservedfor the firm’s clients, and whether the opportunity is being offered to the Access Person by virtueof his or her position with the firm.  The Chairperson will also secure, if appropriate, the approvalof the proposed transaction from the chairperson of the applicable investment steering committee.  Theseinvestments may also have special reporting requirements, as discussed under “Procedures for ReportingTransactions,” at page 5-3.

Continuing Obligation.  An Access Person who has received prior transactionclearance to invest and does invest in a private placement of securities and who, at a later date, anticipatesparticipating in the firm’s investment decision process regarding the purchase or sale of securitiesof the issuer of that private placement on behalf of any client, must immediately disclose his or herprior investment in the private placement to the Chairperson of the Ethics Committee and to the chairpersonof the appropriate investment steering committee.

Registered representatives of InvestmentServices are reminded that FINRA rules may restrict investment in a private placement in certain circumstances.

Procedures ForObtaining Prior Transaction Clearance For All Other Securities Transactions.  Requests for priortransaction clearance by Access Persons for all other securities transactions requiring prior transactionclearance should generally be made via myTRPcompliance XE "myTRPcompliance"  on the firm’s intranet. The myTRPcompliance system automatically sends any request for prior transaction approval that requiresmanual 

intervention to the Code Compliance team.  If you cannot access myTRPcompliance,requests may be made by email to the Personal Trades mailbox.  All requests must include the name ofthe security, a definitive security identifier (e.g.,CUSIP, ticker, or Sedol), the number of shares or amount of bond involved, and the nature of the transaction,i.e., whether the transactionis a purchase, sale, short sale, or buy to cover.  Responses to all requests will be made by myTRPcomplianceor the Code Compliance team, documenting the request and whether or not prior transaction clearance hasbeen granted.  The myTRPcompliance system maintains the record of all approval and denials, whether automaticor manual.

Requests will normally be processed on the same day; however, additional time maybe required for prior transaction clearance for certain securities, including non-U.S. securities.

Effectivenessof Prior Transaction Clearance.  Prior transaction clearance of a securities transaction is effectivefor three United States business days fromand including the date the clearance is granted, regardless of the time of day when clearanceis granted.  If the proposed securities transaction is not executed within this time, a new clearancemust be obtained.  For example,if prior transaction clearance is granted at 2:00 pm Monday, the trade must be executed by Wednesday. In situations where it appears that the trade will not be executed within three business dayseven if the order is entered in that time period (e.g., certain transactions through transfer agents or spousal employee-sponsoredpayroll deduction plans), please notify the Code Compliance Section after prior clearance has been granted, but before entering the order with the executing agent.

Reminder. If you are an Access Person and become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or beginto direct trading of another’s securities, then transactions in those securities also become subjectto the prior transaction clearance requirements.  You must also report acquisition of beneficial ownershipor control of these securities within ten business days of your knowledge of their existence.

REASONS FOR DISALLOWING ANY REQUESTED TRANSACTION.  Priortransaction clearance will usually not be granted if:

Pending Client Orders.  Orders have been placed by any ofthe Price Advisers to purchase or sell the security unless certain size or volume parameters as described(on page 5-3) under “Large Issuer/Volume Transactions” are met.

Purchases and Sales Within Seven CalendarDays.  The security has been purchased or sold by any client of a Price Adviser within seven calendardays immediately prior to the date of the proposed transaction, unless certain size or volume parametersas described (on page 5-3) under “Large Issuer/Volume Transactions” are met.

Forexample, if a client transaction occurs on Monday, prior transaction clearance is not generally grantedto An Access Person to purchase or sell that security until Tuesday of the following week.  Transactionsin securities in pure as opposed to enhanced index funds are not considered for this purpose.

If all clients have eliminated their holdings in a particular security, the sevencalendar day restriction is not applicable to an Access Person’s transactions in that security.

Approved CompanyRating Changes.  Achange in the rating of an approved company as reported in the firm’s Daily Research News has occurredwithin seven calendar days immediately prior to the date of the proposed transaction.  Accordingly, tradingwould not be permitted until the eighth calendar day.

Securities Subject to Internal Trading Restrictions.  Thesecurity is limited or restricted by any of the Price Advisers as to purchase or sale by Access Persons.

Exchange-TradedFund (ETF) Restrictions.  Transaction requests in narrow, inverse (also known as short or inverse-leveraged)ETFs will be denied.  Narrow, inverse ETFs include, but are not limited to, those focused on the commodities,currencies and specific market sectors.  Short sale transaction requests of narrow, long ETFs will alsobe denied.  A list of eligible, “to be approved for trading” broad, inverse ETFs will be maintainedon the Legal site on the Exchange.

Requestsfor Reconsideration of Prior Transaction Clearance Denials.  If an Access Person has not been granted a requested prior transaction clearance,he or she may apply to the Chairperson of the Ethics Committee or his or her designee for reconsideration. Such a request must be in writing and must fully describe the basis upon which the reconsideration isbeing requested.  As part of the reconsideration process, the Chairperson or his or her designee willdetermine if any client of any of the Price Advisers may be disadvantaged by the proposed transactionby the Access Person.  The factors the Chairperson or his or her designee may consider in making thisdetermination include:

· thesize of the proposed transaction;

· thenature of the proposed transaction (i.e.,buy or sell) and of any recent, current or pending client transactions;

· the trading volume of the security that is the subjectof the proposed Access Person transaction;

· theexistence of any current or pending order in the security for any client of a Price Adviser;

· the reason the Access Person wants to trade (e.g., to provide funds for the purchase of a home); and

· thenumber of times the Access Person has requested prior transaction clearance for the proposed trade andthe amount of time elapsed between each prior transaction clearance request.

TRANSACTION CONFIRMATIONS AND PERIODIC ACCOUNT STATEMENTS.  AllAccess Persons (except the independent directors of the Price Funds) and Non-Access Persons must requestbroker-dealers, investment advisers, banks, or other financial institutions executing their transactionsto send a duplicate confirmation or contract note with respect to each and every 

reportabletransaction, including Price Group stock, and a copy of all periodic statements for all securities accountsin which the Access Person or Non-Access Person is considered to have beneficial ownership and/or control(see discussion of beneficial ownership and control concepts on page 5-4) to Compliance, Legal Department,T. Rowe Price, P.O. Box 17218, Baltimore, Maryland 21297-1218.  T. Rowe Price has established relationshipsand processes with many broker-dealers for purposes of obtaining duplicate confirmations and contractnotes as well as periodic statements.  Certain broker-dealers require employee consent before sendingsuch confirmations, contract notes, and statements to T. Rowe Price.  In those cases, Code Compliancewill contact the employee and obtain the required authorization.

The independent directors of Price Group andthe Price Funds are subject to modified reporting requirements described at pages 5-3 to 5-3.

If transaction or statementinformation is provided in a language other than English, the employee should provide a translation intoEnglish of the documents.

NOTIFICATION OF SECURITIES ACCOUNTS.  All persons (except the independent directors of the Price Funds)and all entities subject to this Statement must report their securitiesaccounts upon joining the firm as well as report any new securities accounts opened while employed bythe firm.  myTRPcompliance (located on the Exchange) is the tool that must be used to report and maintain(open or close) accounts holding securities subject to this Statement of Policy.

The independent directorsof Price Group and the Price Funds are not subject to this requirement.

New Personnel Subject to the Code.  Aperson subject to the Code must give written notice as directed above of any existing securities accountsmaintained with any broker, dealer, investment adviser, bank or other financial institution within tenbusiness days of association with the firm.

You do not have to report accounts at transferagents or similar entities if the only securities in those accounts are variable insurance products oropen-end mutual funds ifthese are the only types of securities that can be held or traded in the accounts.  If other securitiescan be held or traded, the accounts must be reported.  For example, if you have an account at a transferagent that can only hold shares of a mutual fund; that account does not have to be reported.  If, however,you have a brokerage account it must be reported even if the only securities currently held or tradedin it are mutual funds.

Officers,Directors and Registered Representatives of Investment Services.  FINRA requires each associatedperson of T. Rowe Price Investment Services, Inc. to:

· Obtain approval for a securities account from InvestmentServices (whether the registered person is based in the United States or internationally); the requestfor approval should be in writing, directed to the Code Compliance Section, and submitted before openingor placing the initial trade in the securities account; and 

· Ifthe securities account is with a broker/dealer, provide the broker/dealer with written notice of hisor her association with Investment Services.

Annual Statement by Access Persons. Each Access Person, except an Access personwho is an independent director of the Price Funds, must also file with the firm a statement of his orher accounts as of year-end in January of the following year.

Reminder.  If you become the beneficial owner of another’ssecurities (e.g., by marriageto the owner of the securities) or begin to direct trading of another’s securities, then the associatedsecurities accounts become subject to the account reporting requirements.

PROCEDURES FOR REPORTING TRANSACTIONS.  The following requirementsapply both to Access Persons and Non-Access Persons except the independent directors of Price Group andthe Price Funds, who are subject to modified reporting requirements:

Report Form.  If the executingfirm provides a confirmation, contract note or similar document directly to the firm, you do not needto make a further report.  The date this document is received by the Code Compliance Section will bedeemed the date the report is submitted for purposes of SEC compliance.  The Code Compliance Sectionmust receive the confirmationor similar document no later than 30 days after the end of the calendar quarter in which the transactionoccurred.  You must report all other transactions using the “Submit a Securities Transaction Report”form which is available in the myTRPcompliance system; accessed via the intranet.

What Information Is Required.  Eachtransaction report must contain, at a minimum, the following information about each transaction involvinga reportable security in which you had, or as a result of the transaction acquired, any direct or indirectbeneficial ownership:

· thedate of the transaction

· thetitle of the security

· theticker symbol or CUSIP number, as applicable

· theinterest rate and maturity date, as applicable

· thenumber of shares, as applicable

· theprincipal amount of each reportable security involved, as applicable

· the nature of the transaction (i.e. purchase, sale or any other type of acquisition ordisposition)

· theprice of the security at which the transaction was effected

· the name of the broker, dealer or bank with or throughwhich the transaction was effected; and

· thedate you submit the report

WhenReports are Due.  You must report a securities transaction (other than a transaction in a ReportableFund or Section 529 College Savings Plan [Access Persons only] or a spousal payroll deduction plan ora stock split or similar acquisition or disposition) within ten business days after the trade date orwithin ten business days after the date on which you first gain knowledge of the transaction (for example,a bequest) if this is later.  A transaction in a 

Reportable Fund, a Section 529 College Savings Plan, a spousal payroll deductionplan or a stock split or similar acquisition or disposition must be reported within 30 days of the endof the quarter in which it occurred.

Access Person Reporting of Reportable Funds and Section 529 College Savings Plan InterestsHeld on a T. Rowe Price Platform or in a TRP Brokerage account.  You are required to inform theCode Compliance Section about Reportable Funds and/or Section 529 College Savings Plan interests (i.e., the Maryland College InvestmentPlan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan) heldon a T. Rowe Price Platform or in a TRP Brokerage account (see page 5-3).  Once you have done this, you do not have to report any transactionsin those securities; your transactions and holdings will be updated and reported automatically to CodeCompliance on a monthly basis.  You should send an email to the Access persons Legal Compliance mailboxwhen you first purchase shares in a Reportable Fund or invest in Section 529 College Savings Plan Interestsheld on a T. Rowe Price Platform or in a TRP Brokerage account providing the account number and Reportablefund name, if applicable, and the account registration to inform the Code Compliance Section of new holdings.

Access PersonReporting of Reportable Funds and Section 529 College Savings Plan Interests NOT Held on a T. Rowe PricePlatform or in a TRP Brokerage Account.  You must notify the Code Compliance Section of any ReportableFund or Section 529 College Savings Plan interests that you beneficially own or control that are heldat any intermediary, including any broker/dealer other than TRP’s Brokerage Division.  This wouldinclude, for example, a Price Fund held in your spouse’s retirement plan, even if T. Rowe PriceRetirement Plan Services, Inc. acts as the administrator or record-keeper of that plan.  Any transactionin a Reportable Fund or in interests in a Section 529 College Savings Plan must be reported by duplicateaccount information sent directly by the intermediary to the Code Compliance Section or by the AccessPerson directly using the “Submit a Securities Transactions” form (located in myTRPcompliance)within 30 days of the end of the quarter in which the transaction occurred.

Reporting Certain Private Placement Transactions. If your investment requires periodic capital calls (e.g., in a limited partnership) you must report each capital call.  This isrequired even if you are an Access Person and you received prior transaction clearance for a total cumulativeinvestment.  In addition, you must report any distributions you receive in the form of securities.

Reminder.  Ifyou become the beneficial owner of another’s securities (e.g., by marriage to the owner of the securities) or begin to direct tradingof another’s securities, the transactions in these securities become subject to the transactionreporting requirements.

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE PRICE FUNDS.

Transactions in Publicly Traded Securities. An independent director of the Price Funds must report transactions in publicly-traded securitieswhere the independent director controls or directs such transactions.  These reporting requirements applyto transactions the 

independent director effects for his or her own beneficial ownership as well as thebeneficial ownership of others, such as a spouse or other family member.  An independent director doesnot have to report securities transactions in accounts over which the independent director has no director indirect influence such as an account over which the independent director has granted full investmentdiscretion to a financial adviser.  The independent director should contact the Legal Department to requestapproval to exempt any such accounts from this reporting requirement.

Transactions in Non-Publicly Traded Securities. An independent director does not have to report transactions in securities which are not tradedon an exchange (i.e., non-publiclytraded securities), unless the independent director knew, or in the ordinary course of fulfilling hisor her official duties as a Price Funds independent director, should have known that during the 15-dayperiod immediately before or after the independent director’s transaction in such non-publicly tradedsecurity, a Price Adviser purchased, sold or considered purchasing or selling such security for a PriceFund or Price advisory client.

Methodsof Reporting.  An independent director has the option to satisfy his or her obligation to reporttransactions in securities via a Quarterly Report or by arranging for the executing brokers of such transactionsto provide duplicate transaction confirmations directly to the Code Compliance Section.

Quarterly Reports.  If a PriceFund independent director elects to report his or her transactions quarterly: (1) a report for each securitiestransaction must be filed with the Code Compliance Section no later than thirty days after the end ofthe calendar quarter in which the transaction was effected; and (2) a report must be filed for eachquarter, regardless of whether there have been any reportable transactions.  The Code compliance Sectionwill send to each independent director of the Price Funds who chooses to report transactions on a quarterlybasis a reminder letter and reporting form approximately ten days before the end of each calendar quarter.

Duplicate ConfirmationReporting.  An independent director of the Price Funds may also instruct his or her broker tosend duplicate transaction confirmations directly to the Code Compliance Section.  An independent directorwho chooses to have his or her broker send duplicate account information to the Code Compliance Sectionin lieu of directly reporting broker-executed transactions must nevertheless provide Quarterly Reportsfor any securities transactions for which a broker confirmation is not generated.

Amongthe types of transactions that are commonly not reported through a broker confirmation and may thereforehave to be reported directly to T. Rowe Price are:

· Exercise of Stock Options of a Corporate Employer;

· Inheritanceof a Security

· Giftof a Security; and

· Transactionsin Certain Commodities Futures Contracts (e.g.,financial indices).

An independent director of the Price Funds must include anytransactions listed above, as applicable, in his or her Quarterly Reports if not otherwise containedin a duplicate broker confirmation. The Code Compliance Section will send to each independent directorof the Price funds who chooses to report transactions through broker confirmations a reminder letterand reporting form approximately ten days before the end of each calendar quarter so that transactionsnot reported by broker confirmations can be reported on the reporting form.

Reporting of Officership, Directorship,General Partnership or OtherManagerialPositions Apart from the Price Funds.  An independent director of the Price Funds shall reportto the Code Compliance Section any officership, directorship, general partnership, or other managerialposition which he or she holds with any public, private, or governmental issuer other than the PriceFunds.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment partnerships, Pools orFunds).  If an independent director of the Price Funds owns more than ½ of 1% of the totaloutstanding shares of a public or private issuer (other than a non-public investment partnership, poolor fund), he or she must immediately report this ownership in writing to the Code Compliance Section,providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

Non-Public InvestmentPartnerships, Pools or Funds.  If an independent director of the Price Funds owns more than ½of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund overwhich the independent director exercises control or influence, the independent director must report suchownership in writing to the Code Compliance Section.  For non-public investment partnerships, pools orfunds where the independent director does notexercise control or influence, the independent director need not report such ownership to theCode Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares orunits of the entity.

Investmentsin Price Group.  An independent director of the Price Funds is prohibited from owning the commonstock or other securities of Price Group.

Investments in Non-Listed Securities Firms.  An independent director of thePrice Funds may not purchase or sell the shares of a broker/dealer, underwriter or federally registeredinvestment adviser unless that entity is traded on an exchange or the purchase or sale has otherwisebeen approved by the Price Fund Boards.

Dealing withClients.  Aside from market transactions effected through securities exchanges, an independentdirector of the Price Funds may not, directly or indirectly, sell to or purchase any security from aclient.  This prohibition does not preclude the purchase or redemption of shares of any open-end mutualfund that is a client of any of the Price Advisers.

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORSOF PRICE GROUP.

Reportingof Personal Securities Transactions. An independent director of Price Group is not required toreport his or her personal securities transactions (other than transactions in Price Group stock) aslong as the independent director does not obtain information about the Price Advisers’ investmentresearch, recommendations, or transactions.  However, each independent director of Price Group is remindedthat changes to certain information reported by the respective independent director in the Annual Questionnairefor Independent Directors are required to be reported to Corporate Records in Baltimore (e.g., changes in holdings of stock of financial institutionsor financial institution holding companies).

Reporting of Officership, Directorship, General Partnership or Other Managerial PositionsApart from Price Group.  An independent director of Price Group shall report to the Code ComplianceSection any officership, directorship, general partnership or other managerial position which he or sheholds with any public, private, or governmental issuer other than Price Group.

Reporting of Significant Ownership.

Issuers (Otherthan Non-Public Investment Partnerships, Pools or Funds).  If an independent director of PriceGroup owns more than ½ of 1% of the total outstanding shares of a public or private issuer (otherthan a non-public investment partnership, pool or fund), he or she must report this ownership in writingto the Code Compliance Section, providing the name of the issuer and the total number of the issuer’sshares beneficially owned.

Non-PublicInvestment Partnerships, Pools or Funds.  If an independent director of Price Group owns morethan ½ of 1% of the total outstanding shares or units of a non-public investment partnership, poolor fund over which the independent director exercises control or influence, the independent directormust report such ownership in writing to the Code Compliance Section.  For non-public investment partnerships,pools or funds where the independent director does not exercise control or influence, the independent director need not reportsuch ownership to the code Compliance Section unless and until such ownership exceeds 4% of the totaloutstanding shares or units of the entity.

MISCELLANEOUSRULES REGARDING PERSONAL SECURITIES TRANSACTIONS.  These rules vary in their applicability depending upon whether you are anAccess Person.

The following rules apply to allAccess Persons, except the independent directors of the Price Funds, and to all Non-Access Persons:

Dealing withClients.  Access Persons and Non-Access Persons may not, directly or indirectly, sell to or purchasefrom a client any security.  Market transactions are not subject to this restriction.  This prohibitiondoes not preclude the purchase or redemption of shares of any open-end mutual fund that is a client ofany of the Price Advisers and does not apply to transactions in a spousal employer-sponsored payrolldeduction plan or spousal employer-sponsored stock option plan.

Investment Clubs.  These restrictions vary depending upon the person’s status, as follows:

Non-Access Persons. A Non-Access Person may form or participate in a stock or investment club without prior clearancefrom the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International ComplianceTeam (international personnel).  Onlytransactions in Price Group stock are subject to prior transaction clearance.  Club transactionsmust be reported just as the Non-Access Person’s individual trades are reported.

Access Persons.  An Access Personmay not form or participate in a stock or investment club unless prior written clearance has been obtainedfrom the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International ComplianceTeam (international personnel).  Generally, transactions by such a stock or investment club in whichan Access Person has beneficial ownership or control are subject to the same prior transaction clearanceand reporting requirements applicable to an individual Access Person’s trades.  If, however, theAccess Person has beneficial ownership solely by virtue of his or her spouse’s participation inthe club and has no investment control or input into decisions regarding the club’s securities transactions,the Chairperson of the Ethics Committee or the TRP International Compliance Team may, as appropriateas part of the prior clearance process, require the prior transaction clearance of Price Group stocktransactions only.

MarginAccounts.  While marginaccounts are discouraged, you may open and maintain margin accounts for the purchase of securities providedsuch accounts are with firms with which you maintain a regular securities account relationship.

Limit Orders. While limit orders are permitted, Access Persons must be careful using “good until cancelled”orders keeping in mind that prior clearance is valid for three business days.  Use of “day”limit orders is encouraged.

TradingActivity.  You arediscouraged from engaging in a pattern of securities transactions that either:

· is so excessively frequent as to potentially impact yourability to carry out your assigned responsibilities, or

· involves securities positions that are disproportionateto your net assets.

At the discretion of the Chairperson of the Ethics Committee,written notification of excessive trading may be sent to you and/or the appropriate supervisor if tenor more 

reportable trades occur in your account or accounts in a month, or if circumstancesotherwise warrant this action.

The following rules apply onlyto Access Persons other thanthe independent directors of the Price Funds:

Large Issuer/Volume Transactions.  Although subject to prior transaction clearance, transactions involving securitiesof certain large issuers or of issuers with high trading volumes, within the parameters set by the EthicsCommittee (the “Large Issuer/VolumeList”), will be permitted under normal circumstances, as follows:

Transactionsinvolving no more than U.S $50,000 (all amounts are in U.S. dollars) or the nearest round lot (even ifthe amount of the transaction marginallyexceeds $50,000) per security per seven (7) calendar-day period in securities of:

· issuers with market capitalizations of $5 billion ormore, or

· U.S.issuers with an average daily trading volume in excess of 500,000 shares over the preceding 90 tradingdays in the U.S.

are usually permitted, unless the rating on the security hasbeen changed within the seven calendar days immediately prior to the date of the proposed transaction.

These parameters are subject to change by the Ethics Committee.  An Access Personshould be aware that if prior transaction clearance is granted for a specific number of shares lowerthan the number requested, he or she may not be able to receive permission to buy or sell additionalshares of the issuer for the next seven calendar days.

If you believe one orboth of these criteria should be applied to a non-U.S. issuer, you should contact the Code ComplianceSection or the TRP International Compliance Team, as appropriate.  When contacted, the TRP InternationalCompliance Team will coordinate the process with the Code Compliance Section.

Transactions Involving Options on LargeIssuer/Volume List Securities.  Access Persons may not purchase uncovered put options or selluncovered call options unless otherwise permitted under the “Options and Futures” discussionthat follows.  Otherwise, in the case of options on an individual security on the Large Issuer/VolumeList (if it has not had a rating change), an Access Person may trade the greater of five contracts or sufficient option contractsto control $50,000 in the underlying security; thus an Access Person may trade five contracts even ifthis permits the Access Person to control more than $50,000 in the underlying security.  Similarly, theAccess Person may trade more than five contracts as long as the number of contracts does not permit himor her to control more than $50,000 in the underlying security.

Transactions Involving Exchange-Traded Index Options.  Generally, an Access Personmay trade the greater offive contracts or sufficient contracts to control $50,000 in the underlying securities; thus an AccessPerson may trade five contracts even if this permits the 

Access Person to control more than $50,000 in the underlying securities.  Similarly,the Access person may trade more than five contracts as long as the number of contracts does not permithim or her to control more than $50,000 in the underlying securities.  Options on any of the Exchange-TradedFunds identified on page 5-11 do not require prior clearance but must be reported.  These parametersare subject to change by the Ethics Committee.

Please note that an option on a Unit InvestmentTrust is not an exchange-traded index option and does not fall under this provision.  See the discussionunder General Information on Options and Futures below.

Client Limit Orders.  Although subject to prior transaction clearance, an Access Person’sproposed trade in a security is usually permitted even if a limit order has been entered for a clientfor the same security, if:

· TheAccess Person’s trade will be entered as a market order; and

· The client’s limit order is 10% or more away fromthe market price at the time the Access Person requests prior transaction clearance.

Japanese New Issues.  All AccessPersons are prohibited from purchasing a security which is the subject of an IPO in Japan.

General Information on Options and Futures (Other than Exchange-Traded Index Options).  If a transactionin the underlying instrument does not require prior transaction clearance (e.g., National Government Obligations, Unit InvestmentTrusts), then an options or futures transaction on the underlying instrument does not require prior transactionclearance.  However, all options and futures transactions, except the commodity futures transactionsdescribed on page 5-3, must be reported even if a transaction in the underlying instrument would nothave to be reported (e.g., U.S.Government Obligations).  Transactions in publicly traded options on Price Group stock are not permitted(see page 5-3).  Pleasenote that Contracts for Difference are treated under this Statement in the same manner as call options,and, as a result, are subject to the 60-Day Rule.

Options and Futureson Securities and Indices Not Held by Clients of the Price Advisers.  There are no specific restrictionswith respect to the purchase, sale or writing of put or call options or any other option or futures activity,such as multiple writings, spreads and straddles, on a security (and options or futures on such security)or index that is not held by any of the Price Advisers’ clients.

Options on Securities Held by Clientsof the Price Advisers.  With respect to options on securities of companies which are held by anyof Price Advisers’ clients, it is the firm’s policy that an Access Person should not profitfrom a price decline of a security owned by a client (other than a “pure” Index account).Therefore, an Access Person may:  (i) purchase call options and sell covered call options and (ii) purchasecovered put options and sell put 

options.  An Access Person may not purchase uncovered put options or sell uncoveredcall options, even if the issuer of the underlying securities is included on the Large Issuer/VolumeList, unless purchased in connection with other options on the same security as part of a straddle, combinationor spread strategy which is designed to result in a profit to the Access Person if the underlying securityrises in or does not change in value.  The purchase, sale and exercise of options are subject to thesame restrictions as those set forth with respect to securities, i.e., the option should be treated as if it were the common stock itself.

Other Optionsand Futures Held by Clients of the Price Advisers.  Any other option or futures transaction withrespect to domestic or foreign securities held by any of the Price Advisers’ clients will receiveprior transaction clearance if appropriate after due consideration is given, based on the particularfacts presented, as to whether the proposed transaction or series of transactions might appear to oractually create a conflict with the interests of any of the Price Advisers’ clients.  Such transactionsinclude transactions in futures and options on futures involving financial instruments regulated solelyby the CFTC.

Closingor Exercising Option Positions.   If you are the holder of an option and you intend to close (sell)the option or exercise the option, prior transaction clearance is required.However if you have written (sold) an option and the optionis exercised against you, without any action on your part, no prior transaction clearance is required.A client transaction in the underlying security or any restriction associated with the underlying securitymay prevent any option transaction from being closed or exercised therefore Access Persons should becautious when transacting in options.

Short Sales. Short sales by Access Persons are subject to prior clearance unless the security itself doesnot otherwise require prior clearance.  In addition, Access Persons may not sell any security short whichis owned by any client of one of the Price Advisers unless a transaction that security would not requireprior clearance.  Short sales of Price Group stock are not permitted.  All short sales are subject tothe 60-Day Rule described below.

The 60-Day Rule. Access Persons are prohibited from profiting from the purchase and sale or sale and purchase(e.g., short sales andcertain option transactions) of the same (or equivalent) securities within 60 calendar days.  An “equivalent”security means any option, warrant, convertible security, stock appreciation right, or similar rightwith an exercise or conversion privilege at a price related to the subject security, or similar securitieswith a value derived from the value of the subject security.  Thus, for example, the rule prohibits optionstransactions on or short sales of a security that may result in a gain within 60 days of the purchaseof the underlying security.  Any series of transactions made which violate (or are counter to) the spiritof the 60-Day Rule, such as the establishment of a long position and subsequent establishment of a shortposition (or vice versa), in the same (or equivalent) security, may be deemed a violation by the EthicsCommittee.  This prohibition is not intended to include legitimate hedging transactions.  If you havequestions about whether a contemplated transaction would violate the 60-Day Rule or the spirit of theRule, you should seek an interpretation from the Code Compliance Section prior to initiating the transaction. Violations of the 60-Day Rule will be subject to a disgorgement of profit and any other applicable sanctions. The disgorgement of profit does not take into consideration any tax lot 

accounting associated with the security.  It is simply the calculated gain as a resultof the buy and sale (or sale and purchase) within the 60-day period.

Inaddition, the rule applies regardless of the Access Person’s other holdings of the same securityor whether the Access person has split his or her holdings into tax lots.  For example, if an AccessPerson buys 100 shares of XYZ stock on March 1 and another 100 shares of XYZ stock on November 27, heor she may not sell any sharesof XYZ stock at a profit for 60 days following November 27.

Similarly, an AccessPerson must own the underlying security for more than 60 days before entering into any options transactionon that security.

The 60-Day Rule “clock” restarts each time the Access person trades in that security.

The closing of a position in an option or Contract for Difference on any securityother than an index will result in a 60-Day Rule violation if the position was opened within the 60-daywindow and the closing transaction results in a gain.  Multiple positions will not be netted to determinean overall gain or loss in options on the same underlying security expiring on the same day unless theoffsetting option positions were clearly part of an options strategy.  Contact the Legal_Compliance_Employee_Tradingmailbox regarding the applicability of the contemplated strategy with the 60-Day Rule.

 The 60-Day Rule does not apply to:

· anytransaction by a Non-Access Person other than transactions in Price Group stock not excluded below;

· anytransaction which because of its nature or the nature of the security involved does not require priortransaction clearance (e.g., ifan Access Person inherits a security, a transaction that did not require prior transaction clearance,then he or she may sell the security inherited at a profit within 60 calendar days of its acquisition;other examples include the purchase or sale of a unit investment trust, the purchase or sale of the specificETF securities that are exempted from prior clearance, the exercise of a corporate stock option by anAccess Person’s spouse, or pro-rata distributions (see pages 5-3 through 5-3);

· the purchase and sale or sale and purchase of exchange-tradedindex options;

· anytransaction in Price Group stock effected throughthe ESPP (note that the 60-Day rule doesapply to shares transferred out of the ESPP to a securities account; generally, however, an employeeremaining in the ESPP may not transfer shares held less than 60 days out of the ESPP);

· the exercise of “company-granted” Price Groupstock options or receipt of Price Group shares through Company-based awards and the subsequent sale ofthe derivative shares; and

· anypurchase of Price Group stock through an established dividend reinvestment plan.

Priortransaction clearance procedures do notcheck compliance with the 60-Day Rule when considering a trading request.  Access Persons are responsiblefor checking their compliance with this rule before entering a trade.  If you have any questions aboutwhether this rule will be triggered by a proposed transaction, you should contact the Code ComplianceSection or the TRP International Compliance Team beforerequesting prior transaction clearance for the proposed trade.

Access Persons may requestin writing an interpretation from the Chairperson of the Ethics Committee that the 60-Day Rule shouldnot apply to a specific transaction or transactions.

Expanded Holding Period Requirement for Employees in Japan.  Securitiesowned by staff employed by the Tokyo branch of T. Rowe Price International Ltd. may be subject to a longerholding period than 60 days.  If you have any questions about this restriction, you should contact theTRP International Compliance Team.

Investments in Non-Listed Securities Firms.  Access Persons may not purchaseor sell the shares of a broker/dealer, underwriter or federally registered investment adviser unlessthat entity it traded on an exchange or listed as a NASDAQ stock or prior transaction clearance is givenunder the private placement procedures (seepage 5-3).

REPORTING OF ONE – HALF OF ONE PERCENTOWNERSHIP.  If an employee owns more than ½ of 1% of the total outstanding shares of a publicor private company, he or she must immediately report this in writing to the Code Compliance Section(via the Code of Ethics mailbox), providing the name of the company and the total number of such company’sshares beneficially owned.

GAMBLING RELATEDTO THE SECURITIES MARKETS. All persons subject to the Code are prohibited from wagering, betting or gambling related toindividual securities, securities indices, currency spreads, or other similar financial indices or instruments. This prohibition applies to wagers placed through casinos, betting parlors or internet gambling sitesand is applicable regardless of where the activity is initiated (e.g., home or firm computer or telephone).  This specific prohibition doesnot restrict the purchase or sale of securities through a securities account reporting to the Code ComplianceSection even if these transactions are effected with a speculative investment objective.  

INITIAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS.  Upon commencement of employment,appointment or promotion (no laterthan 10 calendar days after the starting date), each Access Person, except an independent directorof the Price Funds, is required by United States securities laws to disclose all current securities holdingsin which he or she is considered to have beneficial ownership or control (“Initial Holdings Report") (see page 5-3 for definition of the term BeneficialOwner) and provide or reconfirm the information regarding all of his or her securities accounts. Access Persons should use myTRPcompliance, located on the Exchange, to disclose and certify their InitialHoldings Report.  

SECRules require that each Securities Holding Report contain, at a minimum, the following information:

· securitiestitle;

· securitiestype;

· exchangeticker number or CUSIP number, as applicable;

· numberof shares or principal amount of each reportable securities in which the Access Person has any director indirect beneficial ownership;

· thename of any broker, dealer or both with which the Access Person maintains an account in which any securitiesare held for the Access Person’s direct or indirect benefit; and

· the date the Access Person submits the Securities HoldingReport.

Theinformation provided must be current as of a date no more than 45 days prior to the date the person becomesan Access Person.

ANNUAL DISCLOSUREOF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. XE "Annual Disclosure by Access Persons" Each Access Person, except anindependent director of the Price Funds, is also required to file an Annual Holdings Report as of December 31 of each year.  Thisreport can be completed by using myTRPcompliance located on the Exchange.  This report is due by no laterthan January 31.  The Chief Compliance Officer or his or her designee reviews all Annual Holdings Reports.

ADDITIONAL DISCLOSURE OF OPENEND INVESTMENT COMPANY HOLDINGS

Should circumstances arise whereby the firm requires any personsubject to the Code to provide information regarding ownership of, or transactions in, any open end investmentcompany (mutual fund), Code Compliance may request that such person provide transaction confirmationsand/or account statements in a timely manner.

CONFIDENTIALITYOF RECORDS.  Price Group makes every effort to protect the privacy of all persons and entitiesin connection with their Securities Holdings Reports, Reports of Securities Transactions, Reports ofSecurities Accounts, and Personal Securities Reports.

SANCTIONS.Strict compliance with the provisions of this Statement is considered a basic provision of employmentor other association with Price Group and the Price Funds.  The Ethics Committee, the Code ComplianceTeam, and the TRP International Compliance Team are primarily responsible for administering this Statement. In fulfilling this function, the Ethics Committee will institute such procedures as it deems reasonablynecessary to monitor each person’s and entity’s compliance with this Statement and to otherwiseprevent and detect violations.

Violationsby Access Persons, Non-Access Persons and Independent Directors of Price Group.  Upon discoveringa material violation of this Statement by any person or entity other than an independent director ofa Price Fund, the Ethics Committee will impose such 

sanctions as it deems appropriate and as are approved by the Management Committeeor the Board of Directors including, interalia, a letter of censure or suspension, a fine, a suspension of trading privileges or terminationof employment and/or officership of the violator.  In addition, the violator may be required to forfeitto Price Group, or to the party or parties it may designate, any profit realized from any transactionthat is in violation of this Statement.  All material violations of this Statement shall be reportedto the Board of Directors of Price Group and to the Board of Directors of any Price Fund with respectto whose securities such violations may have been involved.

Following are sanctionsguidelines associated with multiple violations of this Statement.  These guidelines are supplementalto the forfeiture of profit associated with certain violations where an associate economically benefited. Code Compliance will utilize a rolling two-year, look-back period in the administration of the sanctionsguidelines.  Violations incurred prior to the effective date (May 31, 2012) of these new guidelines willnot be considered.

1st Violation: Notification of violation. Manager provided with summaryof violation.

2nd Violation:Notification of fine: VP* and above and all Investment Personnel - $250.  Below VP level - $75. Manager provided with summary of violation.

3rd Violation:  Notification of fine: VP* and aboveand all Investment Personnel - $500.  Below VP level - $150.  3-Month trading prohibition (sales onlypermissible).  Manager, Business Unit Leader and CEO notified.

4th Violation:  Notification of fine:VP* and above and all Investment Personnel - $1,000.  Below VP level - $300.  Minimum 6-Month tradingprohibition (sales only permissible).  Manager, Business Unit Leader and CEO notified.

5th Violation: Chief Compliance Officer/Ethics Committee-imposed sanction.  Manager, Business Unit Leader and CEO notified.

 *Vice President of T. Rowe Price Group or any subsidiary

Violations by Independent Directors of Price Funds.  Upon discovering a materialviolation of this Statement by an independent director of a Price Fund, the Ethics Committee shall reportsuch violation to the Board on which the director serves.  The Price Fund Board will impose such sanctionsas it deems appropriate.