EffectiveJanuary 1, 2016

 

CODE OF ETHICS AND CONDUCT

 

T.ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

T.ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

SECURITIES TRANSACTIONS

BACKGROUND INFORMATION.

Legal Requirement.  In accordancewith the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), the Investment Company Act of 1940,the Investment Advisers Act of 1940, the Insider Trading and Securities Fraud Enforcement Act of 1988,and the various United Kingdom and other jurisdictions’ laws and regulations, Price Group and themutual funds (“Price Funds”)which its affiliates manage have adopted this Statement of Policy 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  (all personnel 

regardlessof office location) when you have questions as to the application of this Statement to individual circumstances.

EXCESSIVE TRADING AND MARKET TIMING OFMUTUAL FUND SHARES.  The issue of excessive trading and market timing by mutual fund shareholdersis a serious one and is not unique to T. Rowe Price.  Employees may not engage in trading of shares ofa Price Fund that is inconsistent with the prospectus of that Fund.

Excessive or short-term trading in fund sharesmay disrupt management of a fund and raise its costs.  The Board of Directors/Trustees of the Price Fundshave adopted a policy to deter excessive and short-term trading (the “Policy”), which applies to persons trading directlywith T. Rowe Price and indirectly through intermediaries.  Under this Policy, T. Rowe Price may bar excessiveand short-term traders 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 Contingent Workers/Contractors. 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 entities are classified as “Access Persons” under the Code.  The term“Access Persons”means:

· thePrice Advisers;

· anyofficer or director of any of the Price Advisers or the Price Funds (except the independent directorsof the Price Funds are not subject to prior transaction clearance and have modified reporting  requirements,as described below); 

· anyperson associated with any of the Price Advisers or the Price funds who, in connection with his or herregular functions or duties, makes, participates in, 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 “Investment Personnel” if,in connection with his or her regular functions or duties, he or she “makes or participates in makingrecommendations regarding the purchase or sale of securities” by a Price Fund or other advisoryclient.

The term “Investment Personnel” includes, but is not limited 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 AccessPersons are deemed “Non-AccessPersons.”  If a Non-Access Person is married to an Access Person, then the non-Access Personis deemed to be an Access Person under the beneficial ownership provisions described below.  However,the independent directors of Price Group are not included in this definition.

TRANSACTIONS SUBJECT TO STATEMENT.  Except as provided below,the provisions of this Statement apply to transactions that fall under either one of 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.

Aperson has beneficial ownership 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) or the TRP InternationalCompliance Team.  Any such request for clarification or interpretations should name the account, yourinterest in the account, the persons or firms responsible for its management, and the specific factsof the situation.  Do not assumethat the Statement is not applicable; you must receive a clarification or interpretation about the applicabilityof the Statement.  Clarifications and interpretations are not self-executing; you must receivea response to a request for clarification or interpretation directly from the Code Compliance Team orthe TRP International Compliance Team before proceeding with the transaction or other action coveredby 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 subjectsits officers, inside and independent directors, employees and all others subject to the Code to speciallegal requirements under the United States securities laws.  You are responsible for your own compliance with these requirements.  In connectionwith these legal requirements, 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 transfers of beneficial ownership) involving shares ofPrice Group stock owned beneficially, including any Price Group stock owned in the Employee Stock PurchasePlan (“ESPP”). Moving shares of Price Group stock (held outside of the ESPP) between securities firms or to/from streetname accounts with the same registration does 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.

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 5-3 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 Team 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 providedthat a Price Adviser does not serve as an adviser to the fund.

Automatic Investment Plans.  Transactions through a programin which regular periodic purchases or withdrawals are made automatically in or from investment accountsin accordance with a predetermined schedule and allocation.  However, the initial automatic investmentdoes require prior clearance. An automatic investment plan includes a dividend reinvestment plan.  An Access Person must report anysecurities owned as a result of transactions in an Automatic Investment Plan on his or her Annual Report. Any transaction that overrides the pre-set schedule or allocations of an automatic investment plan (a“non-systematic transaction”)must be reported by both Access Persons and non-Access Persons and Access Persons must also receive priortransaction clearance for such a transaction if the transaction would otherwise require prior transactionclearance.

Donor-AdvisedFunds.  Transactions withindonor-advised funds, such as the T. Rowe Price Program for Charitable Giving, do not require priorclearance or reporting.  A gift of Price Group stock into a donor-advised fund is required to be priorcleared and reported.

U.SGovernment Obligations.  Purchases or sales of direct obligations of the U.S Government.

Certain CommodityFutures 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 currencytransactions (spot and forward trades) in the Japanese Yen or British Pound, for example.  However, securitizedor financial instruments used for currency exposure (e.g. ProShares Ultra Yen ETF), must receive prior clearance and be reported.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIREPRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY BOTH ACCESS PERSONS AND NON-ACCESS PERSONS.  Thefollowing transactions do not require prior transaction clearance but must be reported:

Exchange-Traded Funds (“ETFs”).  Purchases or sales of the followingETFs only:

· SPDRDow 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 Access Persons in all otherETFs, including ETFs authorized as UCITS, must receive prior clearance and these transactions must bereported by both Access Persons and Non-Access Persons.

Unit Investment Trusts.  Purchases or sales of shares inunit investment trusts registered under the Investment Company Act of 1940, unless the unit investmenttrust is an ETF, in which case it must comply with the specific restrictions on ETFs described immediatelyabove.

National GovernmentObligations (other than U.S.).  Purchases or sales of direct obligations of national (non-U.S.)governments.

VariableRate Demand 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 Not HeldOn A T. Rowe Price Platform.  AccessPersons must report the purchases and sales of shares of Reportable Funds. A Reportable Fund isany open-end investment company, including money market funds and UCITS, for which any of the 

Price Advisersserves as an investment adviser.  This includes not only the Price Funds, SICAVs, and any Price-advisedinvestment products, but also any fund managed by any of the Price Advisers either through sub-advisedrelationships, including any fund holdings offered through retirement plans (e.g., 401(k) plans) other than the T. Rowe Price U.S. RetirementPlan, or as an investment option offered as part of a variable annuity.  Code Compliance maintains alisting of sub-advised Reportable Funds on the TRP Exchange.

Access Persons must informthe Code Compliance Team about ownership of shares of Price Funds.  Once this notification has been given,if the Price Fund is held on a T. Rowe Price platform, in a TRP Brokerage Account, or in the T. RowePrice U.S. Retirement Plan, 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 not held on the T. Rowe Price Platform.  Access Persons mustreport the purchase and sale of interests in any Section 529 College Savings Plan for which any PriceAdviser serves as an adviser or subadviser to the plan.

Access Persons must informthe Code Compliance Team about ownership of interests in the Maryland College Investment Plan, the T.Rowe Price College Savings Plan and the University of Alaska College Savings Plan.  For these specificplans only, once this notification has been given, an Access Person need not report transactions directly(see page 5-3).

Ininstances where ownership interests in 529 College Savings Plans that are advised or subadvised by aPrice Adviser are held through an intermediary, transactions must be reported as described on page 5-3.

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 isnot subject to prior transaction clearance, you should assume that it is subject to this requirement unless specifically informedotherwise by the Code Compliance Team or the TRP International Compliance Team.  The only Access Personsnot subject to the prior transaction clearance requirements are the independent directors of the PriceFunds.

Amongthe transactions for which 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 transaction clearance requirements,he or she should contact the Code Compliance Team before proceeding.

Procedures For Obtaining Prior TransactionClearance For Initial Public Offerings (“IPOs”):

Non-Investment Personnel.  Access Persons who are not Investment Personnel (“Non-Investment Personnel”) may purchase securities thatare the subject of an IPO onlyafter receiving prior transaction clearance in writing from the Chairperson of the Ethics Committee orhis or her designee (“Designee”). An IPO would include, for example, an offering of securities registered under the Securities Act of1933 when the issuer of the securities, immediately before the registration, was not subject to certainreporting requirements of the Exchange Act.  This requirement applies to allIPOs regardless of market.

In considering such a request for priortransaction clearance, the Chairperson or his or her Designee will determine whether the proposed transactionpresents a conflict of interest with any of the firm’s clients or otherwise violates the Code.The Chairperson or his or her Designee will also consider whether:

1. The purchase is made through the Non-Investment Personnel’sregular broker;

2. Thenumber of shares to be purchased is commensurate with the normal size and activity of the Non-InvestmentPersonnel’s account; and

3. The transactionotherwise meets the requirements of the FINRA restrictions, as applicable, regarding the sale of a newissue to an account in which a “restricted person,” as defined in FINRA Rule 5130, has a beneficialinterest.

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

Investment Personnel.  InvestmentPersonnel may not purchasesecurities in an IPO.

Non-AccessPersons.  Although Non-Access Persons are not required to receive prior transaction clearancebefore purchasing shares in an IPO, any Non-Access Person who is a registered representative or associatedperson of Investment Services is reminded that FINRA Rule 5130 may restrict his or her ability to buyshares in a new issue in any market.

Procedures For Obtaining Prior Transaction Clearance For Private Placements.  AccessPersons may not invest in a private placement of securities, including the purchase of limited partnershipinterests, unless prior transaction clearance in writing has been obtained from the Chairperson of theEthics Committee or his or her Designee.  This prior clearance provision includes situations involvinginvestment transactions made in small businesses typically sourced through family or friends as wellas any other referral source.

A private placement is generally defined by the SEC as an offeringthat is exempt from registration under the Securities Act.  Private placement investments generally requirethe investor to complete a written questionnaire or subscription agreement.

Crowdfunding.  Investments madethrough crowdfunding sites that serve to match entrepreneurs with investors, through which investorsreceive an equity stake in the business, are generally considered to be private placements and wouldrequire prior clearance.  In contrast, providing funding through crowdfunding sites that serve to fundprojects or philanthropic ventures are not considered private placements and therefore would not requireprior clearance.

If an Access Person has any questions about whether a transactionis, in fact, a private placement, he or she should contact the Chairperson of the Ethics Committee orhis or her designee.

In considering a request for prior transaction clearance fora private placement, the Chairperson will determine whether the investment opportunity (private placement)should be reserved for the firm’s clients, and whether the opportunity is being offered to the AccessPerson by virtue of his or her position with the firm.  The Chairperson will also secure, if appropriate,the approval of the proposed transaction from the chairperson of the applicable investment steering committee. These investments may also have special reporting requirements, as discussed under “Proceduresfor Reporting Transactions,” at page 5-3.

Continuing Obligation. An Access Person who has received prior transaction clearance to invest and does invest in aprivate placement of securities and who, at a later date, anticipates participating in the firm’sinvestment decision process regarding the purchase or sale of securities of the issuer of that privateplacement on behalf of any client, must immediately disclose his or her prior investment in the privateplacement to the Chairperson of the Ethics Committee and to the chairperson of the appropriate investmentsteering committee.

Registered representatives of Investment Services are remindedthat FINRA rules may restrict investment in a private placement in certain circumstances.

Procedures For Obtaining Prior TransactionClearance For All Other Securities Transactions.  Requests for prior transaction clearance byAccess Persons for all other securities transactions requiring prior transaction clearance should generallybe made via myTRPcompliance on the firm’s intranet.  The myTRPcompliance system automatically sendsany request for prior transaction approval that requires manual intervention to the Code Compliance team. If you cannot access myTRPcompliance, requests may be made by email to the Legal Compliance EmployeeTrading mailbox.  All requests must include the name of the security, a definitive security identifier(e.g., CUSIP, ticker, orSedol), the number of shares or amount of bond involved, and the nature of the transaction, i.e., whether the transaction is a purchase, sale, shortsale, or buy to cover.  Responses to all requests will be made by myTRPcompliance or the Code ComplianceTeam, documenting the request and whether or not prior transaction clearance has been granted.  The myTRPcompliancesystem maintains the record of all approval and denials, whether automatic or manual.

Requestswill normally be processed on the same day; however, additional time may be required for prior transactionclearance for certain securities, including non-U.S. securities.

Effectiveness of Prior Transaction Clearance.  Prior transactionclearance of a securities transaction is effective for three United States business days from and including the date the clearance is granted, regardlessof the time of day when clearance is granted.  If the proposed securities transaction is not executedwithin this time, a new clearance must be obtained.  For example, if prior transaction clearance is granted at 2:00 pm Monday, the trademust be executed by Wednesday.  In situations where it appears that the trade will not be executedwithin three business days even if the order is entered in that time period (e.g., certain transactions through transfer agents or spousalemployee-sponsored payroll deduction plans), please notify the Code Compliance Team 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 ClientOrders.  Orders have been placed by any of the Price Advisers to purchase or sell the securityunless certain size or volume parameters as described (on page 5-3) under “Large Issuer/Volume Transactions”are met.

Purchases andSales Within Seven Calendar Days.  The security has been purchased or sold by any client of aPrice Adviser within seven calendar days immediately prior to the date of the proposed transaction, unlesscertain size or volume parameters as described (on page 5-3) under “Large Issuer/Volume Transactions”are met.

For example, if a client transaction occurs on Monday, prior transaction clearanceis not generally granted to An Access Person to purchase or sell that security until Tuesday of the followingweek.  Transactions in securities in pure as opposed to enhanced index funds are not considered for thispurpose.

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.  A change in the rating of an approved company  has occurred within seven calendardays immediately prior to the date of the proposed transaction.  Accordingly, trading would not be permitteduntil the eighth calendar day.

SecuritiesSubject to Internal Trading Restrictions.  The security is limited or restricted by any of thePrice Advisers as to purchase or sale by Access Persons.

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

Requests for Reconsideration of Prior Transaction Clearance Denials. If an Access Person has not been granted a requested prior transaction clearance, he or she mayapply to the Chairperson of the Ethics Committee or his or her designee for reconsideration.  Such arequest must be in writing and must fully describe the basis upon which the reconsideration is beingrequested.  As part of the reconsideration process, the Chairperson or his or her designee will determineif any client of any of the Price Advisers may be disadvantaged by the proposed transaction by the AccessPerson.  The factors the Chairperson or his or her designee may consider in making this determinationinclude:

· 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 reportable transaction,including Price Group stock, and a copy of all periodic statements for all securities accounts in whichthe Access Person or Non-Access Person is considered to have beneficial ownership and/or control (seediscussion of beneficial ownership and control concepts on page 5-4) to Code 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 accountat a transfer agent 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 currentlyheld or traded in it are mutual funds.

Officers, Directors and Registered Representatives of Investment Services.  FINRArequires each associated person 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 

· If the securities account is with a broker/dealer, providethe broker/dealer with written notice of his or her association with Investment Services.

Annual Statement by Access Persons. EachAccess Person, except an Access person who is an independent director of the Price Funds, must also filewith the firm a statement of his or her accounts as of year-end in January of the following year.

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, then the associated securities accounts become subject to the account reportingrequirements.

PROCEDURES FORREPORTING TRANSACTIONS.  The following requirements apply both to Access Persons and Non-AccessPersons except the independent directors of Price Group and the Price Funds, who are subject to modifiedreporting requirements:

ReportForm.  If the executing firm provides a confirmation, contract note or similar document directlyto the firm, you do not need to make a further report.  The date this document is received by the CodeCompliance Team will be deemed the date the report is submitted for purposes of SEC compliance.  TheCode Compliance Team mustreceive the confirmation or similar document no later than 10 days after the end of the calendar quarterin which the transaction occurred.  You must report all other transactions using the “SecuritiesTransaction Report” form which is available in the myTRPcompliance system.

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

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

· the price of the security at which the transaction waseffected

· thename of the broker, dealer or bank with or through which the transaction was effected; and

· the date you submit the report

When Reports are Due.  You mustreport a securities transaction (other than a transaction in a Reportable Fund or Section 529 CollegeSavings Plan [Access Persons only] or a spousal payroll deduction plan or a stock split or similar acquisitionor disposition) within ten business days after the trade date or within ten business days after the dateon which you first gain knowledge of the transaction (for example, a bequest) if this is later.  A transactionin a Reportable Fund, a Section 529 College Savings Plan, a spousal payroll deduction plan or a stocksplit or similar acquisition or disposition must be reported within 30 days of the end of the quarterin which it occurred.

Access Person Reporting of Reportable Funds and Section 529College Savings Plan Interests held on the T. Rowe Price Platform or held by the TRP UK Retirement Plan. You are required to inform theCode Compliance Section about Reportable Funds and/or Section 529 College Savings Plan interests (i.e., the Maryland College Investment Plan, the T. Rowe Price CollegeSavings Plan and the University of Alaska College Savings Plan) held on the T. Rowe Price Platform orheld by the TRP UK Retirement Plan.   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 periodic basis.  You should report your new account via  myTRPcompliance (located onthe Exchange) when you first establish an account in a Reportable Fund or invest in Section 529 CollegeSavings Plan Interests held on a          T. Rowe Price Platform or held by the TRP UK Retirement Plan.

Access PersonReporting of Reportable Funds and Section 529 TRP-advised College Savings Plan Interests NOT held onthe T. Rowe Price Platform.  You must notify the Code Compliance Team of any Reportable Fund orSection 529 TRP-advised College Savings Plan interests that you beneficially own or control that areheld at any intermediary.  This would include, for example, a Price Fund held in your spouse’s retirementplan, even if T. Rowe Price Retirement Plan Services, Inc. acts as the administrator or record-keeperof that plan.  Any transaction in a Reportable Fund or in interests in a Section 529 TRP-advised CollegeSavings Plan must be reported by duplicate transaction confirmations and statements sent directly bythe intermediary to the Code Compliance Team or by the Access Person directly using the “SecuritiesTransactions” form (located in myTRPcompliance) within 10 days of the end of the quarter in whichthe transaction occurred.

ReportingCertain Private Placement Transactions.  If your investment requires periodic capital calls (e.g., in a limited partnership)you must report each capital call.  This is required even if you are an Access Person and you receivedprior transaction clearance for a total cumulative investment.  In addition, you must report any distributionsyou 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 Team.

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 Team no later than thirty days after the end of thecalendar quarter in which the transaction was effected; and (2) a report must be filed for each quarter,regardless of whether there have been any reportable transactions.  The Code compliance Team will sendto each independent director of the Price Funds who chooses to report transactions on a quarterly basisa 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 Teamin lieu of directly reporting 

broker-executed transactions must nevertheless provide Quarterly Reports for anysecurities 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 Team will send to each independent director ofthe Price Funds who chooses to report transactions through broker confirmations a reminder letter andreporting form approximately ten days before the end of each calendar quarter so that transactions notreported 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 Team any officership, directorship, general partnership, or other managerial positionwhich he or she holds with any public, private, or governmental issuer other than the Price Funds.

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 Team, providingthe name of the issuer and the total number of the issuer’s shares beneficially owned.

Non-Public Investment Partnerships, Poolsor Funds.  If an independent director of the Price Funds owns more than ½ of 1% of the totaloutstanding shares or units of a non-public investment partnership, pool or fund over which the independentdirector exercises control or influence, the independent director must report such ownership in writingto the Code Compliance Section.  For non-public investment partnerships, pools or funds where the independentdirector does not exercisecontrol or influence, the independent director need not report such ownership to the Code 

Compliance Section unless and until such ownership exceeds 4% of the total outstandingshares or units 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 with Clients.  Aside from market transactions effected through securitiesexchanges, an independent director of the Price Funds may not, directly or indirectly, sell to or purchaseany security from a client.  This prohibition does not preclude the purchase or redemption of sharesof any open-end mutual fund that is a client of any of the Price Advisers.

REPORTING REQUIREMENTS FORTHE INDEPENDENT DIRECTORS OF PRICE GROUP.

Reporting of Personal Securities Transactions. An independent director of PriceGroup is not required to report his or her personal securities transactions (other than transactionsin Price Group stock) as long as the independent director does not obtain information about the PriceAdvisers’ investment research, recommendations, or transactions.  However, each independent directorof Price Group is reminded that changes to certain information reported by the respective independentdirector in the Annual Questionnaire for Independent Directors are required to be reported to CorporateRecords (e.g., changesin holdings of stock of financial institutions or financial institution holding companies).

Reporting of Officership, Directorship,General Partnership or Other Managerial Positions Apart from Price Group.  An independent directorof Price Group shall report to the Code Compliance Team any officership, directorship, general partnershipor other managerial position which he or she holds with any public, private, or governmental issuer otherthan Price Group.

Reporting of Significant Ownership.

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

Non-Public Investment Partnerships, Poolsor Funds.  If an independent director of Price Group owns more than ½ of 1% of the totaloutstanding shares or units of a non-public investment partnership, pool or fund over which the independentdirector exercises control or influence, the independent director must report such ownership in writingto the Code 

Compliance Team.  For non-public investment partnerships, pools or funds where theindependent director does not exercisecontrol or influence, the independent director need not report such ownership to the Code ComplianceTeam unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

Investments in Non-Listed Securities Firms. An independent director of Price Group should be mindful of potential conflicts of interest associatedwith transactions and/or ownership of a broker/dealer, underwriter or federally registered investmentadviser that is not publicly traded.  Directors should consult with the T. Rowe Price Chief Legal Counselregarding such matters.

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 with Clients.  Access Persons and Non-Access Personsmay not, directly or indirectly, sell to or purchase from a client any security.  Market transactionsare not subject to this restriction.  This prohibition does not preclude the purchase or redemption ofshares of any open-end mutual fund that is a client of any of the Price Advisers and does not apply totransactions in a spousal employer-sponsored payroll deduction plan or spousal employer-sponsored stockoption plan.

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

Non-Access Persons.  A Non-AccessPerson may form or participate in a stock or investment club without prior clearance from the Chairpersonof the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (internationalpersonnel).  Only transactions inPrice Group stock are subject to prior transaction clearance.  Club transactions must be reportedjust 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.

Margin Accounts. While margin accounts are discouraged, you may open and maintain margin accounts for the purchaseof securities provided such accounts are with firms with which you maintain a regular securities accountrelationship.

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

Trading Activity.  You are discouraged from engaging in a pattern of securitiestransactions that either:

· isso excessively frequent as to potentially impact your ability to carry out your assigned responsibilities,or

· involvessecurities positions that are disproportionate to your net assets.

At the discretion ofthe Chairperson of the Ethics Committee, written notification of excessive trading may be sent to youand/or the appropriate supervisor if ten or more reportable trades occur in your account or accountsin a month, or if circumstances otherwise warrant this action.

The following rules apply only to Access Persons other than the independent directors of the Price Funds:

Large Issuer/VolumeTransactions.  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 $7.5 billion ormore, or

· U.S.issuers with an average daily trading volume in excess of 750,000 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.

Small Cap IssuerTransactions.  Although subject to prior transaction clearance, transactions involving securitiesof certain small cap issuers may not be approved if there was a ratings change or ratings initiationin the previous 14 calendar days.  Small cap issuers are defined as issuers with a market capitalizationof $2.0 billion or less.

TransactionsInvolving Options on Large Issuer/Volume List Securities.  Access Persons may not purchase uncoveredput options or sell uncovered call options unless otherwise permitted under the “Options and Futures”discussion that 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 Person may trade the greaterof five 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 inthe underlying securities.  Similarly, the Access person may trade more than five contracts as long asthe number of contracts does not permit him or her to control more than $50,000 in the underlying securities. Options on any of the Exchange-Traded Funds identified on page 5-11 do not require prior clearance butmust be reported.  These parameters are subject to change by the Ethics Committee.

Pleasenote that an option on a Unit Investment Trust is not an exchange-traded index option and does not fallunder this provision.  See the discussion under General Information on Options and Futures below.

Client LimitOrders.  Although subject to prior transaction clearance, an Access Person’s proposed tradein a security is usually permitted even if a limit order has been entered for a client for 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-TradedIndex Options).  If a transaction in the underlying instrument does not require prior transactionclearance (e.g., NationalGovernment Obligations, Unit Investment Trusts), then an options or futures transaction on the underlyinginstrument does not require prior transaction clearance.  However, all options and futures transactions,except the commodity futures transactions described on page 5-3, must be reported even if a transactionin the underlying instrument would not have to be reported (e.g., U.S. 

GovernmentObligations).  Transactions in publicly traded options on Price Group stock are not permitted (see page 5-3).  Please note thatContracts for Difference are treated under this Statement in the same manner as call options, and, asa 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 orsell uncovered call options, even if the issuer of the underlying securities is included on the LargeIssuer/Volume List, unless purchased in connection with other options on the same security as part ofa straddle, combination or spread strategy which is designed to result in a profit to the Access Personif the underlying security rises in or does not change in value.  The purchase, sale and exercise ofoptions are subject to the same restrictions as those set forth with respect to securities, i.e., the option should be treated as if it were the commonstock itself.

OtherOptions and Futures Held by Clients of the Price Advisers.  Any other option or futures transactionwith respect 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 unlessthe security itself does not otherwise require prior clearance.  In addition, Access Persons may notsell any security short which is owned by any client of one of the Price Advisers unless a 

transaction that security would not require prior clearance.  Short sales of PriceGroup stock are not permitted.  All short sales are subject to the 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 thesecurity.  It is simply the calculated gain as a result of the buy and sale (or sale and purchase) withinthe 60-day period.

In addition, the rule applies regardless of the Access Person’sother holdings of the same security or whether the Access person has split his or her holdings into taxlots.  For example, if an Access Person buys 100 shares of XYZ stock on March 1 and another 100 sharesof XYZ stock on November 27, he or she may not sell any shares of XYZ stock at a profit for 60 days following November 27.

Similarly, an Access Person must own the underlying security for more than 60 daysbefore entering into any options transaction on that security.

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

The closing of a position in an option orContract for Difference on any security other than an index will result in a 60-Day Rule violation ifthe position was opened within the 60-day window and the closing transaction results in a gain.  Multiplepositions will not be netted to determine an overall gain or loss in options on the same underlying securityexpiring on the same day unless the offsetting option positions were clearly part of an options strategy. Contact the Legal Compliance Employee Trading mailbox regarding the applicability of the contemplatedstrategy with the 60-Day Rule.

 The 60-Day Ruledoes 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 ComplianceTeam 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 Team (viathe Code of Ethics mailbox), 

providingthe name of the company and the total number of such company’s shares beneficially owned.

GAMBLING RELATED TO 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 later than 10 calendar days after the starting date), each Access Person,except an independent director of the Price Funds, is required by United States securities laws to discloseall current securities holdings in which he or she is considered to have beneficial ownership or control(“Initial Holdings Report")(seepage 5-3 for definition of the term Beneficial Owner) and provide or reconfirm the informationregarding all of his or her securities accounts.  Access Persons should use myTRPcompliance, locatedon the Exchange, to disclose and certify their Initial Holdings Report.  SEC Rules require that eachSecurities Holding Report contain, at a minimum, the following information:

· securities title;

· securities type;

· exchange ticker 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.  Each Access Person, except an independentdirector of the Price Funds, is also required to file an Annual Compliance Certification as of December 31 of each year.  This reportcan be completed by using myTRPcompliance located on the Exchange.  This report is due by no later thanJanuary 31.  The Chief Compliance Officer or his or her designee reviews all Annual Compliance Certifications.

ADDITIONALDISCLOSURE OF OPEN END INVESTMENT COMPANY HOLDINGS

Should circumstances arise whereby the firmrequires any person subject to the Code to provide information regarding ownership of, or transactionsin, any open end investment company (mutual fund), Code Compliance may request that such person providetransaction confirmations and/or account statements in a timely manner.

CONFIDENTIALITY OF RECORDS.  Price Group makes every effortto protect the privacy of all persons and entities in connection with their Securities Holdings Reports,Reports of Securities Transactions, Reports of Securities Accounts, and Personal Securities Reports.

SANCTIONS. Strict compliance withthe provisions of this Statement is considered a basic provision of employment or other association withPrice Group and the Price Funds.  The Ethics Committee, the Code Compliance Team, and the TRP InternationalCompliance Team are primarily responsible for administering this Statement.  In fulfilling this function,the Ethics Committee will institute such procedures as it deems reasonably necessary to monitor eachperson’s and entity’s compliance with this Statement and to otherwise prevent and detect violations.

Violations byAccess 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 approvedby the Management Committee or the Board of Directors including, inter alia, a letter of censure or suspension, a fine, a suspension of tradingprivileges or termination of employment and/or officership of the violator.  In addition, the violatormay be required to forfeit to Price Group, or to the party or parties it may designate, any profit realizedfrom any transaction that is in violation of this Statement.  All material violations of this Statementshall be reported to the Board of Directors of Price Group and to the Board of Directors of any PriceFund with respect to whose securities such violations may have been involved.

Followingare sanctions guidelines associated with multiple violations of this Statement.  These guidelines aresupplemental to the forfeiture of profit associated with certain violations where an associate economicallybenefited.  Code Compliance will utilize a rolling two-year, look-back period in the administration ofthe sanctions guidelines.  Violations incurred prior to the effective date (May 31, 2012) of these newguidelines will not be considered.

1st Violation: Notification of violation. Manager providedwith summary of 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 trading prohibition (sales only permissible).  Manager, Business Unit Leader and CEOnotified.

5thViolation:  Chief Compliance Officer/Ethics Committee-imposed sanction.  Manager, Business UnitLeader and CEO notified.

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

Violations byIndependent Directors of Price Funds.  Upon discovering a material violation of this Statementby an independent director of a Price Fund, the Ethics Committee shall report such violation to the Boardon which the director serves.  The Price Fund Board will impose such sanctions as it deems appropriate.