T. ROWE PRICE GROUP, INC. 

STATEMENT OF POLICY 

ON 

SECURITIES TRANSACTIONS

**BACKGROUND INFORMATION.**

**Legal Requirement.** In accordance with 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 andSecurities Fraud Enforcement Act of 1988, and the various United Kingdom and other jurisdictions' laws and regulations, PriceGroup and the mutual funds (**"Price Funds"**) which its affiliates manage have adopted this Statement of Policy onSecurities Transactions ("Statement"). 

**Price Advisers' Fiduciary Position.** As investment advisers, the Price Advisers are in a fiduciary position whichrequires them to act with an eye only to the benefit of their clients, avoiding those situations which might place, or appearto place, the interests of the Price Advisers or their officers, directors and employees in conflict with the interests ofclients. 

**Purpose of Statement.** The Statement was developed to help guide Price Group's employees and independent directorsand the independent directors of the Price Funds and the T. Rowe Price Savings Bank (**"Savings Bank"**) in the conductof their personal investments and to: 

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

avoid situations 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, nonpublic information. 

Those subject to the Code, including the independent directors of Price Group, the Price Funds and the Savings Bank, are urgedto consider the reasons for the adoption of this Statement. Price Group's and the Price Funds' reputations could be adverselyaffected as the result of even a single transaction considered questionable in light of the fiduciary duties of the PriceAdvisers and the independent directors of the Price Funds. 

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

**QUESTIONS ABOUT THE STATEMENT.** You are urged to seek the advice of the Chairperson of the Ethics Committee (U.S.-basedpersonnel) or the TRP International Compliance Team (International personnel) when you have questions as to the application ofthis Statement to individual circumstances.

**EXCESSIVE TRADING AND MARKET TIMING OF MUTUAL FUND SHARES.** The issue of excessive trading and market timing bymutual fund shareholders is a serious one and is not unique to T. Rowe Price. Employees may not engage in trading of sharesof a Price Fund that is inconsistent with the prospectus of that Fund.

Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs. The Board ofDirectors/Trustees of the Price Funds have adopted a policy to deter excessive and short-term trading (the **"Policy"**),which applies to persons trading directly with T. Rowe Price and indirectly through intermediaries. Under this Policy, T. RowePrice may bar excessive and short-term traders from purchasing shares.

This Policy is set forth in each Fund's prospectus, which governs all trading activity in the Fund regardless of whether youare holding T. Rowe Price Fund shares as a retail investor or through your T. Rowe Price U.S. Retirement Program account. 

**Although the Fund may issue a warningletter regarding excessive trading or market timing, any trade activity in violation ofthe Policy will also be reviewed by the Chief Compliance Officer, who will refer instancesto the Ethics Committee as he or she feels appropriate. The Ethics Committee, based on itsreview, may take disciplinary action, including suspension of trading privileges,forfeiture of profits or the amount of losses avoided, and termination of employment, asit deems appropriate.**

Employees are also expected to abideby trading restrictions imposed by other funds as described in their prospectuses. If youviolate the trading restrictions of a non-Price Fund, the Ethics Committee may impose thesame penalties available for violation of the Price Funds excessive trading Policy. 

**PERSONS SUBJECT TO STATEMENT.** Theprovisions of this Statement apply as described below to the following persons andentities. Each person and entity (except the independent directors of Price Group and theSavings Bank) is classified as either an Access Person or a Non-Access Person as describedbelow. The provisions of this Statement may also apply to an Access Person's orNon-Access Person's spouse, minor children, and certain other relatives, as furtherdescribed on page 4-5 of this Statement. All Access Persons except the independentdirectors of the Price Funds are subject to all provisions of this Statement exceptcertain restrictions on purchases in initial public offerings that apply only toInvestment Personnel. The independent directors of the Price Funds are not subject toprior transaction clearance requirements and are subject to modified reporting asdescribed on p. 4-22. Non-Access Persons are subject to the general principles of theStatement and its reporting requirements, but are only required to receive priortransaction clearance for transactions in Price Group stock. The persons and entitiescovered by this Statement are: 

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

Employee Partnerships.
  Partnerships such as Pratt Street Ventures.

Personnel.  
Each officer, 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:

All temporary workers hired on thePrice Group payroll ("TRP Temporaries"); 

All agency temporaries whoseassignments at Price Group exceed four weeks or whose cumulative assignments exceed eightweeks over a twelve-month period; 

All independent or agency-provided consultants whoseassignments exceed four weeks or whose cumulative assignments exceed eight weeks over atwelve-month period 
and
 whose work is closely related to the ongoing work of PriceGroup's employees (versus project work that stands apart from ongoing work); and 

Any contingent worker whose assignment is more than casual in nature or who will beexposed to the kinds of information and situations that would create conflicts on matterscovered in the Code.

**Retired Employees.** Retired employeesof Price Group who receive investment research information from one or more of the PriceAdvisers will be subject to this Statement. 

**Independent Directors of Price Group,the Savings Bank and the Price Funds.** The independent directors of Price Group includethose directors of Price Group who are neither officers nor employees of Price Group orany of its subsidiaries or affiliates. The independent directors of the Savings Bankinclude those directors of the Savings Bank who are neither officers nor employees ofPrice Group or any of its subsidiaries or affiliates. The independent directors of thePrice Funds include those directors of the Price Funds who are not deemed to be"interested persons" of Price Group. 

Although subject to the generalprinciples of this Statement, including the definition of "beneficialownership," independent directors are subject only to modified reportingrequirements. *See* pp. 4-22 to 4-25. The trades of the independent directors of the PriceFunds are not subject to prior transaction clearance requirements. The trades of theindependent directors of Price Group and of the Savings Bank are not subject to priortransaction clearance requirements except for transactions in Price Group stock. 

**ACCESS PERSONS.** Certain persons and entities are classified as "Access Persons" under the Code.  The term"Access Person" means:

the Price Advisers; 

any officer or director of any ofthe Price Advisers or the Price Funds (except the independent directors of the Price Fundsare not subject to prior transaction clearance and have modified reporting requirements,as described below); 

any person associated with any of the Price Advisers or the PriceFunds 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 ofsecurities by a Price Fund or other advisory client, or to non-public informationregarding any securities holdings of any client of a Price Adviser, including the PriceFunds, or whose functions relate to the making of any recommendations with respect to thepurchases or sales; or 

any person in a control relationship to any of the Price Advisersor a Price Fund who obtains or has access to information concerning recommendations madeto a Price Fund or other advisory client with regard to the purchase or sale of securitiesby the Price Fund or advisory client. 

All Access Persons are notified oftheir status under the Code. Although a person can be an Access Person of one or morePrice Advisers *and* one or more of the Price Funds, the independent directors of the PriceFunds are *only* Access Persons of the applicable Price Funds; they are not Access Personsof any of the Price Advisers.

**Investment Personnel.** An AccessPerson is further identified as **"Investment Personnel"** if, in connection withhis 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 orother advisory client. 

The term "InvestmentPersonnel" includes, but is not limited to:

those employees who are authorizedto make investment decisions or to recommend securities transactions on behalf of thefirm's clients (investment counselors and members of the mutual fund advisorycommittees); 

research and credit analysts; and 

traders who assist in the investmentprocess. 

All Investment Personnel are deemedAccess Persons under the Code. All Investment Personnel are notified of their status underthe Code. Investment Personnel are prohibited from investing in initial public offerings.*See* pp. 4-14; 4-16. 

**NON-ACCESS PERSONS.** Persons who donot fall within the definition of Access Persons are deemed **"Non-AccessPersons."** If a Non-Access Person is married to an Access Person, then the non-AccessPerson is deemed to be an Access Person under the beneficial ownership provisionsdescribed below. However, the independent directors of Price Group and the Savings Bankare not included in this definition. 

**TRANSACTIONS SUBJECT TO STATEMENT.** Except as provided below, the provisions of this Statement apply to transactionsthat 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, as defined below; **or**

**Second**, if you **control** or directsecurities trading for another person or entity, those trades are subject to thisStatement even if you are not a beneficial owner of the securities. For example, if youhave an exercisable trading authorization (*e.g.*, a power of attorney to directtransactions in another person's account) of an unrelated person's or entity'sbrokerage account, or are directing another person's or entity's trades, thosetransactions will usually be subject to this Statement to the same extent your personaltrades would be as described below. 

**Definition of Beneficial Owner.** A"beneficial owner" is any person who, directly or indirectly, through anycontract, arrangement, understanding, relationship, or otherwise, has or shares in theopportunity, directly or indirectly, to profit or share in any profit derived from atransaction in the security. 

A person has beneficial ownership in: 

securities held by members of theperson's immediate family 
sharing the same household
, although the presumption ofbeneficial ownership may be rebutted; 

a person's interest in securities held by a trust,which may include both trustees with investment control and, in some instances, trustbeneficiaries; 

a person's right to acquire securities through the exercise or conversionof any derivative security, whether or not presently exercisable; 

a general partner'sproportionate interest in the portfolio securities held by a general or limitedpartnership; 

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

aperson's right to dividends that is separated or separable from the underlying securities.Otherwise, right to dividends alone shall not represent beneficial ownership in thesecurities. 

A shareholder shall not be deemed tohave beneficial ownership in the portfolio securities held by a corporation or similarentity in which the person owns securities if the shareholder is not a controllingshareholder of the entity and does not have or share investment control over the entity'sportfolio. 

**Requests for Clarifications orInterpretations Regarding Beneficial Ownership or Control.** If you have beneficialownership of a security, any transaction involving that security is presumed to be subjectto the relevant requirements of this Statement, **unless** you have no direct or indirectinfluence or control over the transaction. Such a situation **may** arise, for example, if youhave delegated investment authority to an independent investment adviser or your spousehas an independent trading program in which you have no input. Similarly, if your spousehas investment control over, but no beneficial ownership in, an unrelated account, theStatement may not apply to those securities and you may wish to seek clarification or aninterpretation. 

If you are involved in an investmentaccount for a family situation, trust, partnership, corporation, etc., which you feelshould not be subject to the Statement's relevant prior transaction clearance and/orreporting requirements, you should submit a written request for clarification orinterpretation to either the Code Compliance Section or the TRP International ComplianceTeam, as appropriate. Any such request for clarification or interpretation should name theaccount, your interest in the account, the persons or firms responsible for itsmanagement, and the specific facts of the situation. Do not assume that the Statement isnot applicable; you must receive a clarification or interpretation about the applicabilityof the Statement. Clarifications and interpretations are not self-executing; you mustreceive a response to a request for clarification or interpretation directly from the CodeCompliance Section or the TRP International Compliance Team before proceeding with thetransaction or other action covered by this Statement. 

**PRIOR TRANSACTION CLEARANCEREQUIREMENTS GENERALLY.** As described, certain transactions require prior clearance beforeexecution. Receiving prior transaction clearance does not relieve you from conducting yourpersonal securities transactions in full compliance with the Code, including itsprohibition on trading while in possession of material, inside information, and withapplicable law, including the prohibition on Front Running (*see* page 4-1 for definition ofFront Running). 

**TRANSACTIONS IN STOCK OF PRICE GROUP.**Because Price Group is a public company, ownership of its stock subjects its 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 yourown compliance with these requirements.** In connection with these legal requirements, PriceGroup 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 othersecurities of Price Group. 

Quarterly Earnings Report.
 Generally, all Access Persons and Non-Access Persons and the independentdirectors of Price Group and the Savings Bank must refrain from initiating transactions inPrice Group stock in which they have a beneficial interest from the sixth trading dayfollowing the end of the quarter (or such other date as management shall from time to timedetermine) until the third trading day following the public release of earnings. You willbe notified in writing by the Management Committee from time to time as to the controllingdates 

Prior Transaction Clearance of PriceGroup Stock Transactions Generally.
 Access Persons and Non-Access Persons and theindependent directors of Price Group and the Savings Bank are required to obtain clearanceprior to effecting any proposed transaction (including gifts and transfers) involvingshares of Price Group stock owned beneficially, including through the Employee StockPurchase Plan 
("ESPP")
. A transfer includes a change in ownership name of shares of PriceGroup stock, including a transfer of the shares into street name to be held in asecurities account and any transfers of shares of Price Group stock between securitiesfirms or accounts, including accounts held at the same firm. 

Prior Transaction ClearanceProcedures for Price Group Stock. 
Requests for prior transaction clearance must be inwriting on the form entitled "Notification of Proposed Transaction" (availableon the firm's Intranet under Corporate/Employee Transactions--TRPG Stock) and must besubmitted to the Finance and Corporate Tax Department, BA-5215 or faxed to 410-345-3223.The Finance and Corporate Tax Department is responsible for processing and maintaining therecords of all such requests. This includes not only market transactions, but also salesof 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 ESPPare automatically reported to the Finance and Corporate Tax Department. 

Prohibition Regarding Transactions in Publicly-Traded Price Group Options.
  Transactions in publicly-traded options onPrice Group stock are not permitted.

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

Applicability of 60-Day Rule to PriceGroup Stock Transactions.
 Transactions in Price Group stock are subject to the 60-Day Ruleexcept for transactions effected 
through
 the ESPP, the exercise of employee stock optionsgranted by Price Group and the subsequent sale of the derivative shares, and sharesobtained through an established dividend reinvestment program. For a full description ofthe 60-Day Rule, please 
see
 page 4-29. 

Gifts of Price Group stock, althoughsubject to prior transaction clearance, are also not subject to this Rule. 

For example, purchases of Price Groupstock in the ESPP through payroll deduction are not considered in determining theapplicability of the 60-Day Rule to market transactions in Price Group stock. 
See
 p. 4-30. 

The 60-Day Rule 
does
 apply to sharestransferred 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. 

**Access Persons *and* Non-Access Persons*and* the independent directors of Price Group and the Savings Bank must obtain priortransaction clearance of any transaction involving Price Group stock from the Finance andCorporate Tax Department.**

Initial Disclosure of Holdings of Price Group Stock.
 Each newemployee must report to the Finance and Corporate Tax Department any shares of Price Groupstock of which he or she has beneficial ownership no later than 10 business days after hisor her starting date.

Dividend Reinvestment Plans for PriceGroup Stock.
 Purchases of Price Group stock owned outside of the ESPP and effected througha dividend reinvestment plan need not receive prior transaction clearance if the firm hasbeen previously notified by the employee that he or she will be participating in thatplan. Reporting of transactions effected through that plan need only be made quarterlythrough statements provided to the Code Compliance Section or the TRP InternationalCompliance Team by the financial institution (
e.g.
, broker/dealer) where the account ismaintained, except in the case of employees who are subject to Section 16 of the ExchangeAct, who must report such transactions immediately. 

Effectiveness of Prior Clearance.
Prior transaction clearance of transactions in Price Group stock is effective for five (5)business days from and including the date the clearance is granted, unless (i) advised tothe contrary by the Finance and Corporate Tax Department prior to the proposedtransaction, or (ii) the person receiving the clearance comes into possession of material,nonpublic information concerning the firm. If the proposed transaction in Price Groupstock is not executed within this time period, a new clearance must be obtained before theindividual can execute the proposed transaction. 

Reporting of Disposition of ProposedTransaction.
 You must use the form returned to you by the Finance and Corporate TaxDepartment to notify it of the disposition (whether the proposed transaction was effectedor not) of each transaction involving shares of Price Group stock owned directly. Thenotice must be returned within two business days of the trade's execution or withinseven business days of the date of prior transaction clearance if the trade is notexecuted. 

Insider Reporting and Liability.
Under current rules, certain officers, directors and 10% stockholders of a publicly tradedcompany 
("Insiders")
 are subject to the requirements of Section 16. Insidersinclude the directors and certain executive officers of Price Group. The Finance andCorporate Tax Department informs any new Insider of this status. 

SEC Reporting.
 There are threereporting forms which Insiders are required to file with the SEC to report their purchase,sale and transfer transactions in, and holdings of, Price Group stock. Although theFinance and Corporate Tax Department will provide assistance in complying with theserequirements as an accommodation to Insiders, it remains the legal responsibility of eachInsider to ensure that the applicable reports are filed in a timely manner. 

Form 3.
 The initial ownershipreport by an Insider is required to be filed on Form 3. This report must be filed withinten days after a person becomes an Insider (
i.e.
, is elected as a director or appointed asan executive officer) to report all current holdings of Price Group stock. Following theelection or appointment of an Insider, the Finance and Corporate Tax Department willdeliver to the Insider a Form 3 for appropriate signatures and will file the formelectronically with the SEC. 

Form 4.
 Any change in theInsider's ownership of Price Group stock must be reported on a Form 4 unless eligiblefor deferred reporting on year-end Form 5. The Form 4 must be filed electronically beforethe end of the second business day following the day on which a transaction resulting in achange in beneficial ownership has been executed. Following receipt of the Notice ofDisposition of the proposed transaction, the Finance and Corporate Tax Department willdeliver to the Insider a Form 4, as applicable, for appropriate signatures and will filethe form electronically with the SEC.

Form 5.
 Any transaction or holdingthat is exempt from reporting on Form 4, such as small purchases of stock, gifts, etc. maybe reported electronically on a deferred basis on Form 5 within 45 calendar days after theend of the calendar year in which the transaction occurred. No Form 5 is necessary if alltransactions and holdings were previously reported on Form 4.

**Liability for ShortSwing Profits.**Under the United States securities laws, profit realized by certain officers, as well asdirectors and 10% stockholders of a company (including Price Group) as a result of apurchase and sale (or sale and purchase) of stock of the company within a period of lessthan six months must be returned to the firm or its designated payee upon request.

Office of Thrift Supervision("OTS") Reporting.
 TRPA and Price Group are holding companies of the SavingsBank, which is regulated by the OTS. OTS regulations require the directors and seniorofficers of TRPA and Price Group to file reports regarding their personal holdings of thestock of Price Group and of the stock of any non-affiliated bank, savings bank, bankholding company, or savings and loan holding company. Although the Bank's ComplianceOfficer will provide assistance in complying with these requirements as an accommodation,it remains the responsibility of each person to ensure that the required reports are filedin a timely manner. 

**PRIOR TRANSACTION CLEARANCEREQUIREMENTS (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS.**

**Access Persons** other than theindependent directors of the Price Funds must, unless otherwise provided for below, obtainprior transaction clearance before directly or indirectly initiating, recommending, or inany way participating in, the purchase or sale of a security in which the Access Personhas, or by reason of such transaction may acquire, any beneficial interest or which he orshe controls. This includes the writing of an option to purchase or sell a security andthe acquisition of any shares in an Automatic Investment Plan through a non-systematicinvestment (*see* p. 4-11). **Non-Access Persons** are **not** required to obtain prior clearancebefore engaging in any securities transactions, except for transactions in Price Groupstock.

**Access Persons *and* Non-Access Persons*and* the independent directors of Price Group and the Savings Bank must obtain priortransaction clearance of any transaction involving Price Group stock from the Finance andCorporate Tax Department.**

Where required, prior transaction clearance must be obtainedregardless of whether the transaction is effected through TRP Brokerage (generallyavailable only to U.S. residents) or through an unaffiliated broker/dealer or otherentity. Please note that the prior clearance procedures do **not** check compliance with the60-Day Rule (p. 4-30); you are responsible for ensuring your compliance with this rule.

**The independent directors of thePrice Funds are not required to received prior transaction clearance in any case.**

**TRANSACTIONS (OTHER THAN IN PRICEGROUP STOCK) THAT DO NOT REQUIRE EITHER PRIOR TRANSACTION CLEARANCE OR REPORTING UNLESSTHEY OCCUR IN A "REPORTABLE FUND."** The following transactions do not require either priortransaction clearance or reporting: 

**Mutual Funds and Variable InsuranceProducts.**The purchase or redemption of shares of any open-end investment companies andvariable insurance products, **except** that Access Persons must report transactions inReportable Funds, as described below. (*see* p. 4-11).

**Automatic Investment Plans.**Transactions through a program in which regular periodic purchases or withdrawals are madeautomatically in or from investment accounts in accordance with a predetermined scheduleand allocation. An automatic investment plan includes a dividend reinvestment plan. AnAccess Person must report any securities owned as a result of transactions in an AutomaticInvestment Plan on his or her Annual Report. Any transaction that overrides the pre-setschedule 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 mustalso receive prior transaction clearance for such a transaction if the transaction wouldotherwise require prior transaction clearance.

**U.S. Government Obligations.**Purchases or sales of direct obligations 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 CommodityFutures Trading Commission **("CFTC")**. Futures contracts for financialinstruments, however, **must** receive prior clearance.

**Commercial Paper and SimilarInstruments.** Bankers' acceptances, bank certificates of deposit, commercial paper and highquality short-term debt instruments, including repurchase agreements. 

**Certain Unit Investment Trusts.**Shares issued by unit investment trusts that are invested exclusively in one or moreopen-end funds, if none of the underlying funds is a Reportable Fund. 

**TRANSACTIONS (OTHER THAN PRICE GROUPSTOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY BOTH ACCESSPERSONS AND NON-ACCESS PERSONS**

**Unit Investment Trusts.** Purchases orsales of shares in unit investment trusts registered under the Investment Company Act of1940. **("Investment Company Act")**, including such unit investment trusts as DIAMONDS **("DIA")**,SPYDER **("SPY")** and NASDAQ-100 Index Tracking Stock **("QQQQ")** unless exempted above.

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

**Pro Rata Distributions.**  Purchases effected by the exercise of rights issued pro rata to all holders of aclass of securities or the sale of rights so received.

**Mandatory Tenders.**  Purchases and sales of securities pursuant to a mandatory tender offer.

**Exercise of Stock Option of CorporateEmployer by Spouse.** Transactions involving the exercise by an Access Person's spouseof 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.

**Inheritances.**  The acquisition of securities through inheritance. 

**Gifts.** The giving of or receipt of a security as a gift.

**Stock Splits, Reverse Stock Splits,and Similar Acquisitions and Dispositions.** The acquisition of additional shares or thedisposition of existing corporate holdings through stock splits, reverse stock splits,stock dividends, exercise of rights, exchange or conversion. Reporting of suchtransactions must be made within 30 days of the end of the quarter in which they occurred.

**Spousal Employee-Sponsored PayrollDeduction Plans.** Purchases, but not sales, by an Access Person's spouse pursuant toan employee-sponsored payroll deduction plan (*e.g.*, a 401(k) plan or employee stockpurchase plan), provided the Code Compliance Section (U.S.-based personnel) or the TRPInternational Compliance Team (International personnel) has been previously notified bythe Access Person that the spouse will be participating in the payroll deduction plan.Reporting of such transactions must be made within 30 days of the end of the quarter inwhich they occurred. A sale or exchange of stock held in such a plan is subject to theprior transaction clearance requirements for Access Persons.

**TRANSACTIONS (OTHER THAN PRICE GROUPSTOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY ACCESSPERSONS ONLY.**

**Reportable Funds.** Purchases and salesof 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 investmentadviser.** This includes not only the Price Funds and SICAVs, but also any fund managed byany of the Price Advisers through sub-advised relationships, including any fund holdingsoffered through retirement plans (*e.g.*, 401(k) plans) or as an investment option offeredas part of a variable annuity. Group Compliance maintains a listing of sub-advisedReportable Funds on the firm's intranet at Corporate/Legal/Code of Ethics, EmployeeCompliance Forms and iTrade/Sub Advised Reportable Funds.

**Restrictions on Holding Price FundsThrough Intermediaries.** Many Reportable Funds are Price Funds. Access Persons areencouraged to buy, sell and maintain their holdings of Price Funds in an account oraccounts on a T. Rowe Price platform, rather than through an intermediary where possible.For example, Access Persons are encouraged to trade shares in a Price Fund through T. RowePrice Services, Inc, the transfer agent or through a TRP Brokerage account, rather thanthrough a brokerage account maintained at an independent broker/dealer.

Access Persons are **prohibited** frompurchasing a Price Fund through an intermediary if shares of that Price Fund are notcurrently held at that intermediary *and* if the purchase could have been effected throughone of the T. Rowe Price transfer agents or in a TRP Brokerage Account. If an AccessPerson currently holds Price Funds under such circumstances, he or she is prohibited frompurchasing shares of any other Price Fund through that intermediary. Situations wherePrice Funds must be held through an intermediary (*e.g.*, spouse of an Access Person has oris eligible to invest in Price Funds through the spouse's 401(k) plan) do not violate thispolicy. 

Access Persons must inform the CodeCompliance Section about ownership of shares of Price Funds. Once this notification hasbeen 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* p. 4-21.

In instances where Price Funds areheld through an intermediary, transactions in shares of those Price Funds must be reportedas described on p. 4-21.

**Interests in Section 529 CollegeInvestment Plans.** Purchases and sales of interests in any Section 529 College InvestmentPlan. Access Persons must also inform the Code Compliance Section about ownership ofinterests in the Maryland College Investment Plan, the T. Rowe Price College Savings Plan,the University of Alaska College Savings Plan, or the John Hancock Freedom 529. Once thisnotification has been given, an Access Person need not report these transactions directly.*See* p. 4-21.

**NotificationRequirements.** Notification to the Code Compliance Section about a Reportable Fund or aSection 529 College Investment Plan should include: 

account ownershipinformation, and

account number

The independent directors of thePrice Funds are subject to modified reporting requirements.

The Chief Compliance Officer or hisor her designee reviews at a minimum the transaction reports for all securities requiredto be reported under the Advisers Act or the Investment Company Act for all employees,officers, and inside directors of Price Group and its affiliates and for the independentdirectors of the Price Funds. 

**TRANSACTIONS (OTHER THAN PRICE GROUPSTOCK) THAT REQUIRE PRIOR TRANSACTION CLEARANCE BY ACCESS PERSONS.** If the transaction orsecurity is not listed above as not requiring prior transaction clearance, you shouldassume that it **is** subject to this requirement unless specifically informed otherwise bythe Code Compliance Section or the TRP International Compliance Team. The only AccessPersons not subject to the prior transaction clearance requirements are the independentdirectors of the Price Funds.

Among the transactions that mustreceive prior transaction clearance are: 

Non-systematic transactions in asecurity that is not exempt from prior transaction clearance; 

Closed-end fundtransactions, including U.K. investment trusts and Exchange Traded Funds 
("ETFs")
 (
e.g.
,iShares, Cubes) unless organized as unit investment trusts under the Investment CompanyAct; and

Transactions in sector index fundsthat are closed-end funds.

**OTHER TRANSACTION REPORTINGREQUIREMENTS.** Any transaction that is subject to the prior transaction clearancerequirements on behalf of an Access Person (except the independent directors of the PriceFunds), *including purchases in initial public offerings and private placementtransactions*, must be reported. Although Non-Access Persons are not required to receiveprior transaction clearance for securities transactions (other than Price Group stock),they **must** report any transaction that would require prior transaction clearance by anAccess Person. The independent directors of Price Group, the Price Funds and the SavingsBank are subject to modified reporting requirements. 

**PROCEDURES FOR OBTAINING PRIORTRANSACTION CLEARANCE (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS.** Unless priortransaction clearance is not required as described above or the Chairperson of the EthicsCommittee or his or her designee has otherwise determined that prior transaction clearanceis not required, Access Persons, other than the independent directors of the Price Funds,must receive prior transaction clearance for all securities transactions. 

Access Persons should follow theprocedures set forth below, depending upon their location, before engaging in thetransactions described. If an Access Person is not certain whether a proposed transactionis subject to the prior transaction clearance requirements, he or she should contact theCode Compliance Section or the TRP International Compliance Team, as appropriate, **before**proceeding. 

**For U.S. — BasedAccess Persons:**

ProceduresFor Obtaining Prior Transaction Clearance For Initial Public Offerings ("IPOs"):

**Non-Investment Personnel.**  Access Persons who are **not** Investment Personnel **("Non-InvestmentPersonnel")** may purchasesecurities that are the subject of an IPO **only** after receiving prior transactionclearance in writing from the Chairperson of the Ethics Committee or his or her designee**("Designee")**. An IPO would include, for example, an offering of securitiesregistered under the Securities Act of 1933 when the issuer of the securities, immediatelybefore the registration, was not subject to certain reporting requirements of the ExchangeAct. 

In considering such a request forprior transaction clearance, the Chairperson or his or her Designee will determine whetherthe proposed transaction presents a conflict of interest with any of the firm’sclients or otherwise violates the Code. The Chairperson or his or her Designee will alsoconsider whether:

1. The purchase is made through the Non-Investment Personnel's regular broker; 

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

3. The transaction otherwise meets the requirements of the NASD restrictions, as          applicable, regarding the sale of a new issue to an account in which a          "restricted person," as defined in NASD Rule 2790, has a beneficial interest.

In addition to receiving priortransaction clearance from the Chairperson of the Ethics Committee or his or her Designee,Non-Investment Personnel **must** also check with the Equity Trading Desk the day the offeringis priced before purchasing in the IPO. If a client order has been received since theinitial prior transaction approval was given, the prior transaction clearance will bewithdrawn.

Non-Investment Personnel will not bepermitted to purchase shares in an IPO if any of the firm's clients are prohibitedfrom doing so because of affiliated transaction restrictions. This prohibition will remainin effect until the firm's clients have had the opportunity to purchase in thesecondary market once the underwriting is completed -- commonly referred to as theaftermarket. The 60-Day Rule applies to transactions in securities purchased in an IPO.

**Investment Personnel.** Investment Personnel may **not** purchase securities in an IPO.

**Non-Access Persons.** AlthoughNon-Access Persons are not required to receive prior transaction clearance beforepurchasing shares in an IPO, any Non-Access Person who is a registered representative orassociated person of Investment Services is reminded that NASD Rule 2790 may restrict hisor her ability to buy shares in a new issue. 

**Procedures For Obtaining PriorTransaction Clearance For Private Placements.** Access Persons may not invest in a privateplacement of securities, including the purchase of limited partnership interests, unlessprior transaction clearance in writing has been obtained from the Chairperson of theEthics Committee or his or her Designee. A private placement is generally defined by theSEC as an offering that is exempt from registration under the Securities Act. Privateplacement investments generally require the investor to complete a written questionnaireor subscription agreement. If an Access Person has any questions about whether atransaction is, in fact, a private placement, he or she should contact the Chairperson ofthe Ethics Committee or his or her designee. 

In considering a request for priortransaction clearance for a private placement, the Chairperson will determine whether theinvestment opportunity (private placement) should be reserved for the firm's clients,and whether the opportunity is being offered to the Access Person by virtue of his or herposition with the firm. The Chairperson will also secure, if appropriate, the approval ofthe proposed transaction from the chairperson of the applicable investment steeringcommittee. These investments may also have special reporting requirements, as discussedunder "Procedures for Reporting Transactions," at p. 4-20.

**Continuing Obligation.** An AccessPerson who has received prior transaction clearance to invest and does invest in a privateplacement of securities and who, at a later date, anticipates participating in thefirm's investment decision process regarding the purchase or sale of securities ofthe issuer of that private placement on behalf of any client, must immediately disclosehis or her prior investment in the private placement to the Chairperson of the EthicsCommittee and to the chairperson of the appropriate investment steering committee.

Registered representatives ofInvestment Services are reminded that NASD rules may restrict investment in a privateplacement in certain circumstances. 

**Procedures For Obtaining PriorTransaction Clearance For All Other Securities Transactions.** Requests for priortransaction clearance by Access Persons for all other securities transactions requiringprior transaction clearance should generally be made via iTrade on the firm'sintranet. The iTrade system automatically sends any request for prior transaction approvalthat requires manual intervention to the Equity Trading Department. If iTrade is notavailable, requests may be made orally, in writing, or by electronic mail (email address"Personal Trades" in the electronic mail address book). Obtaining clearance byelectronic mail if iTrade is not available is strongly encouraged. All requests mustinclude the name of the security, a definitive security identifier (*e.g.*, CUSIP, ticker,or Sedol), the number of shares or amount of bond involved, and the nature of thetransaction, *i.e.*, whether the transaction is a purchase, sale, short sale, or buy tocover. Responses to all requests will be made by iTrade or the Equity Trading Department,documenting the request and whether or not prior transaction clearance has been granted.The Examiner system maintains the record of all approval and denials, whether automatic ormanual.

Requests will normally be processedon the same day; however, additional time may be required for prior transaction clearancefor certain securities, including non-U.S. securities. 

**Effectiveness of Prior TransactionClearance.** Prior transaction clearance of a securities transaction is effective for three(3) business days **from and including** the date the clearance is granted, regardless of thetime of day when clearance is granted. If the proposed securities transaction is notexecuted within this time, a new clearance must be obtained. **For example, if priortransaction clearance is granted at 2:00 pm Monday, the trade must be executed byWednesday.** In situations where it appears that the trade will not be executed within threebusiness days even if the order is entered in that time period (*e.g.*, certain transactionsthrough Transfer Agents or spousal employee-sponsored payroll deduction plans), pleasenotify the Code Compliance Section **before** entering the order.

**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 begin to direct          trading of another's securities, then transactions in those securities also          become subject to the prior transaction clearance requirements. You must also          report acquisition of beneficial ownership or control of these securities within          10 business days of your knowledge of their existence. 

**For International AccessPersons:**

**Procedures for Obtaining PriorTransaction Clearance for Initial Public Offerings ("IPOs"):**

**Non-Investment Personnel.** AccessPersons who are **not** Investment Personnel **("Non-Investment Personnel")** may purchasesecurities that are the subject of an IPO **only** after receiving prior transaction clearancein writing from the TRP International Compliance Team.

The TRP International Compliance Teamwill determine whether the proposed transaction presents a conflict of interest with anyof the firm's clients or otherwise violates the Code. The Team will also consider whether:

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

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

3. The transaction otherwise meets the requirements of the NASD's restrictions          regarding the sale of a new issue to an account in which a "restricted person," as          defined in NASD Rule 2790, has a beneficial interest, if this is applicable.

In addition to receiving prior transaction clearance from the TRP International ComplianceTeam, Non-Investment Personnel **must** also check with the T. Rowe Price InternationalCompliance Team the day the offering is priced before purchasing in the IPO. The T. RowePrice International Compliance Team will contact the London Dealing Desk to confirm thatno client order has been received since the initial prior transaction approval was given.If a client order has been received, the prior transaction clearance will be withdrawn.

Non-InvestmentPersonnel will not be permitted to purchase shares in an IPO if any of the firm's clientsare prohibited from doing so because of affiliated transaction restrictions. Thisprohibition will remain in effect until the firm's clients have had the opportunity topurchase in the secondary market once the underwriting is completed -- commonly referred toas the aftermarket. The 60-Day Rule applies to transactions in securities purchased in anIPO. 

**Investment Personnel.** InvestmentPersonnel may **not** purchase securities in an IPO. 

**Procedures for Obtaining PriorTransaction Clearance for Private Placements.** Prior transaction clearance to invest in orsell securities through a private placement of securities, including the purchase oflimited partnership interests, must be sought from the TRP International Compliance Teamin the usual manner. The prior transaction clearance process will include a review by amember of the Investment Team to determine whether the investment opportunity (privateplacement) should be reserved for the firm's clients and whether the opportunity isbeing offered to the Access Person by virtue of his or her position with the firm, as wellas approval by a member of the Ethics Committee. These investments may also have specialreporting requirements, as discussed under "Procedures for Reporting Transactions" at p.4-20. 

Continuing Obligation.
 Any AccessPerson who has received prior transaction clearance to invest and does invest in a privateplacement of securities and who, at a later date, anticipates participating in thefirm's investment decision process regarding the purchase or sale of securities ofthe issuer of that private placement on behalf of any client, must immediately disclosehis or her prior investment in the private placement to the TRP International ComplianceTeam. 

Registered representatives ofInvestment Services are reminded that NASD rules may restrict investment in a privateplacement in certain circumstances. 

**Procedures For Obtaining PriorTransaction Clearance For All Other Securities Transactions.** Requests for priortransaction clearance by Access Persons for all other securities transactions requiringprior transaction clearance should generally be made via iTrade on the firm's intranet. TheiTrade system automatically sends any request for prior transaction approval that requiresmanual intervention to the TRP International Compliance Team. If iTrade is not available,requests may be made orally, in writing, or by electronic mail (email address "TRPICompliance" in the electronic mail address book). Obtaining clearance by electronic mail ifiTrade is not available is strongly encouraged. All requests must include the name of thesecurity, a definitive security identifier (*e.g.*, CUSIP, ticker, or SEDOL), the number ofshares or amount of bond involved, and the nature of the transaction, *i.e.*, whether thetransaction is a purchase, sale, short sale or buy to cover. Responses to all requestswill be made by iTrade or the TRP International Compliance Team, documenting the requestand whether or not prior transaction clearance has been granted. The Examiner systemmaintains the record of all approvals and denials, whether automatic or manual. 

Requests will normally be processedon the same day they are received; however, **additional time may be required in certaincircumstances (*e.g.*, to allow checks to be made with overseas offices as necessary).**

**Effectiveness of Prior TransactionClearance.** Prior transaction clearance of a securities transaction, whether obtained viaiTrade or from the TRP International Compliance Team, is effective for three (3) businessdays **from and including** the date the clearance is granted. If the proposed securitiestransaction is not executed within this time, a new clearance must be obtained. **Forexample, if prior transaction clearance is granted at 2:00 pm Monday, the trade must beexecuted 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.*, anIndividual Savings Account), please notify the TRP International Compliance Team **before**entering the order. 

**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 begin to direct          trading of another's securities, then transactions in those securities also          become subject to the prior transaction clearance requirements. You must also          report acquisition of beneficial ownership or control of these securities within          10 business days of your knowledge of their existence.

**REASONS FOR DISALLOWING ANY PROPOSEDTRANSACTION.** Prior transaction clearance will usually not be granted for a proposedtransaction by the Trading Department, either directly or by iTrade, and/or by theChairperson of the Ethics Committee or by the TRP International Compliance Team if:

**Pending Client Orders.** Orders havebeen placed by any of the Price Advisers to purchase or sell the security unless certainsize or volume parameters as described below under "Large Issuer/Volume Transactions" aremet.

**Purchases and Sales Within Seven (7)Calendar Days.** The security has been purchased or sold by any client of a Price Adviserwithin seven calendar days immediately prior to the date of the proposed transaction,unless certain size or volume parameters as described below under "Large Issuer/VolumeTransactions" are met.

For example, if a client transactionoccurs on Monday, prior transaction clearance is not generally granted to an Access Personto purchase or sell that security until Tuesday of the following week. Transactions insecurities in pure as opposed to enhanced index funds are not considered for this purpose.

If all clients have eliminated theirholdings in a particular security, the sevenday restriction is not applicable to an AccessPerson's transactions in that security.

**Approved Company Rating Changes.** Achange in the rating of an approved company as reported in the firm's Daily ResearchNews has occurred within seven (7) calendar days immediately prior to the date of theproposed transaction. Accordingly, trading would not be permitted until the eighth (8)calendar day. 

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

If for any reason an Access Personhas not received a requested prior transaction clearance for a proposed securitiestransaction, he or she must not communicate this information to another person and mustnot cause any other person to enter into such a transaction.

**Requests for Reconsideration of PriorTransaction Clearance Denials.** If an Access Person has not been granted a requested priortransaction clearance, he or she may apply to the Chairperson of the Ethics Committee orhis or her designee for reconsideration. Such a request must be in writing and must fullydescribe the basis upon which the reconsideration is being requested. As part of thereconsideration process, the Chairperson or his or her designee will determine if anyclient of any of the Price Advisers may be disadvantaged by the proposed transaction bythe Access Person. The factors the Chairperson or his or her designee may consider inmaking this determination include: 

the size of theproposed transaction;

the nature of the proposedtransaction (
i.e.
, buy or sell) and of any recent, current or pending client transactions;

the trading volume of the security that is the subject of the proposed Access Persontransaction;

the existence of any current or pending order in the security for anyclient of a Price Adviser;

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

the number of times the Access Person hasrequested prior transaction clearance for the proposed trade and the amount of timeelapsed between each prior transaction clearance request

. 

**TRANSACTION CONFIRMATIONS ANDPERIODIC ACCOUNT STATEMENTS. All Access Persons (except the independent directors of thePrice Funds) and Non-Access Persons**  must request brokerdealers, investment advisers,banks, or other financial institutions executing their transactions to send a duplicateconfirmation or contract note with respect to each and every reportable transaction,including Price Group stock, and a copy of all periodic statements for all securitiesaccounts in which the Access Person or Non-Access Person is considered to have beneficialownership and/or control (*see* page 4-4 for a discussion of beneficial ownership andcontrol concepts) as follows:

**The independent directors of PriceGroup, the Price Funds, and the Savings Bank are subject to modified reportingrequirements described at pp. 4-22 to 4-25.**

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

**NOTIFICATION OF SECURITIES ACCOUNTS.Access Persons (except the independent directors of the Price Funds) and Non-AccessPersons** must give notice **before** opening or trading in a securities account with anybroker, dealer, investment adviser, bank, or other financial institution, including TRPBrokerage, as follows: 

**The independent directors of PriceGroup, the Price Funds, and the Savings Bank 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 existingsecurities accounts maintained with any broker, dealer, investment adviser, bank or otherfinancial institution within 10 business days of association with the firm. 

You do not have to report accounts attransfer agents or similar entities if the only securities in those accounts are variableinsurance products or mutual funds 
if
 these are the only types of securities that can beheld or traded in the accounts. If other securities can be held or traded, the accountsmust be reported. For example, if you have an account at a transfer agent that can onlyhold shares of a mutual fund, that account does not have to be reported. If, however, youhave a brokerage account it must be reported even if the only securities currently held ortraded in it are mutual funds. 

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

Obtain approval for a securitiesaccount from Investment Services (whether the registered person is based in the UnitedStates or internationally); the request for approval should be in writing, directed to theCode Compliance Section, and submitted before opening or placing the initial trade in thesecurities account; and

If the securities account is with abroker/dealer, provide the broker/dealer with written notice of his or her associationwith Investment Services.

Annual Statement by Access Persons.
Each Access Person, except an Access Person who is an independent director of the PriceFunds, must also file with the firm a statement of his or her accounts as of year-end inJanuary of the following year. 

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

**PROCEDURES FOR REPORTINGTRANSACTIONS.** The following requirements apply both to Access Persons and Non-AccessPersons except the independent directors of Price Group, the Price Funds and the SavingsBank, who are subject to modified reporting requirements:

Report Form.
 If the executing firmprovides a confirmation, contract note or similar document directly to the firm, you donot need to make a further report. The date this document is received by the CodeCompliance Section or the International Compliance Team will be deemed the date the reportis submitted for purposes of SEC compliance. The Code Compliance Section or theInternational Compliance Team, as appropriate, 
must
 receive the confirmation or similardocument no later than 30 days after the end of the calendar quarter in which thetransaction occurred. You must report all other transactions on the form designated"T. Rowe Price Employee's Report of Securities Transactions," which isavailable on the firm's Intranet under Corporate/Legal. You must report anytransaction reported on a periodic (
e.g.
, monthly, quarterly) statement, rather than on aconfirmation, contract note or similar document, yourself using this form. 

What Information Is Required.
 Eachtransaction report must contain, at a minimum, the following information about eachtransaction involving a reportable security in which you had, or as a result of thetransaction acquired, any direct or indirect beneficial ownership:

the date of the transaction

the title of the security

the ticker symbol or CUSIP number, as applicable

the interest rate and maturity date, as applicable 

the number of shares, as applicable 

the principal amount of each reportable security involved, as applicable. 

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

the price of the security at which the transaction was effected 

the name 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 must reporta securities transaction (other than a transaction in a Reportable Fund or Section 529College Investment Plan [Access Persons only] or a spousal payroll deduction plan or astock split or similar acquisition or disposition) within ten (10) business days after thetrade date or within ten (10) business days after the date on which you first gainknowledge of the transaction (for example, a bequest) if this is later. A transaction in aReportable Fund, a Section 529 College Investment Plan, a spousal payroll deduction planor a stock split or similar acquisition or disposition must be reported within 30 days ofthe end of the quarter in which it occurred.

**Access Person Reporting of ReportableFunds and Section 529 College Investment Plan Interests Held on a T. Rowe Price Platformor in a TRP Brokerage account.** You are required to inform the Code Compliance Sectionabout Reportable Funds and/or Section 529 College Investment Plan interests (*i.e.*, theMaryland College Investment Plan, the T. Rowe Price College Savings Plan, the Universityof Alaska College Savings Plan, and the John Hancock Freedom 529) held on a T. Rowe PricePlatform or in a TRP Brokerage account. *See* p. 4-12. Once you have done this, you do nothave to report any transactions in those securities; your transactions and holdings willbe updated and reported automatically to Group Compliance on a monthly basis. 

**Access Person Reporting of ReportableFunds and Section 529 College Investment Plan Interests NOT Held on a T. Rowe PricePlatform or in a TRP Brokerage Account.** You must notify the Code ComplianceSection of any Reportable Fund or Section 529 College Investment Plan interests that youbeneficially own or control that are held at any intermediary, including any broker/dealerother than TRP's Brokerage Division. This would include, for example, a Price Fund held inyour spouse's retirement plan. Any transaction in a Reportable Fund or in interests in aSection 529 College Investment Plan must be reported by duplicate account information sentdirectly by the intermediary to the Code Compliance Section or by the Access Persondirectly on the "T. Rowe Price Employees Report of Securities Transactions" within 30 daysof the end of the quarter in which the transaction occurred.

The TRP International Compliance Teamwill send all reports it receives to the Code Compliance Section on a quarterly basis.

**Reporting Certain Private PlacementTransactions.** If your investment requires periodic capital calls (*e.g.*, in a limitedpartnership) you must report each capital call within ten (10) business days. This is thecase even if you are an Access Person and you received prior transaction clearance for atotal cumulative investment.

**Reminder.** If you become the beneficial owner of another's securities (*e.g.*, by          marriage to the owner of the securities) or begin to direct trading of          another's securities, the transactions in these securities become subject          to the transaction reporting requirements. 

**REPORTING REQUIREMENTS FOR THEINDEPENDENT DIRECTORS OF THE PRICE FUNDS.**

**Transactions in Publicly TradedSecurities.** An independent director of the Price Funds must report transactions inpublicly-traded securities where the independent director controls or directs suchtransactions. These reporting requirements apply to transactions the independent directoreffects for his or her own beneficial ownership as well as the beneficial ownership ofothers, such as a spouse or other family member. An independent director does not have toreport securities transactions in accounts over which the independent director has nodirect or indirect influence or control (*e.g.*, transactions in an account managed by aninvestment professional pursuant to a discretionary agreement and where the independentdirector does not participate in the investment decisions). 

**Transactions in Non-Publicly Traded Securities.**  An independent director does not have toreport  transactions in securities which are not  traded on an exchange or listed on NASDAQ(*i.e.*, non-publicly traded securities), unless the independent director knew, or in the ordinarycourse of fulfilling his or her official duties as a Price Funds independent director, shouldhave known that during the 15-day period immediately before or after the independentdirector's transaction in such non-publicly traded security, a Price Adviser purchased,sold or considered purchasing or selling such security for a Price Fund or Price advisoryclient.

Methods of Reporting.
 An independentdirector has the option to satisfy his or her obligation to report transactions insecurities via a Quarterly Report or by arranging for the executing brokers of suchtransactions to provide duplicate transaction confirmations directly to the CodeCompliance Section. 

**Quarterly Reports.** If a Price Fundindependent director elects to report his or her transactions quarterly: (1) a report foreach securities transaction must be filed with the Code Compliance Section no later thanthirty (30) days after the end of the calendar quarter in which the transaction waseffected; and (2) a report must be filed for each quarter, regardless of whether therehave been any reportable transactions. The Code Compliance Section will send to eachindependent 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 eachcalendar quarter. 

**Duplicate Confirmation Reporting.** Anindependent director of the Price Funds may also instruct his or her broker to sendduplicate transaction information (confirmations) directly to the Code Compliance Section.An independent director who chooses to have his or her broker send duplicate accountinformation to the Code Compliance Section in lieu of directly reporting broker-executedtransactions must nevertheless continue to report in the normal way (*i.e.*, QuarterlyReports) any securities transactions for which a broker confirmation is not generated.

Among the types of transactions thatare commonly not reported through a broker confirmation and may therefore have to bereported directly to T. Rowe Price are: 

Exercise of StockOption of Corporate Employer;

Inheritance of a Security;

Gift of a Security; 
and

Transactions in Certain CommoditiesFutures Contracts (
e.g.
, financial indices).

An independent director of the PriceFunds must include any transactions listed above, as applicable, in his or her QuarterlyReports if not otherwise contained in a duplicate broker confirmation. The Code ComplianceSection will send to each independent director of the Price Funds who chooses to reporttransactions through broker confirmations a reminder letter and reporting formapproximately 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 Other Managerial Positions Apart from the PriceFunds.** An independent director of the Price Funds shall report to the Code ComplianceSection any officership, directorship, general partnership or other managerial positionwhich he or she holds with any public, private, or governmental issuer other than thePrice Funds.

**Reporting of SignificantOwnership.**

**Issuers (Other than Non-PublicInvestment Partnerships, Pools or Funds).** If an independent director of the Price Fundsowns more than 1/2 of 1% of the total outstanding shares of a public or private issuer(other than a non-public investment partnership, pool or fund), he or she must immediatelyreport this ownership in writing to the Code Compliance Section, providing the name of theissuer and the total number of the issuer's shares beneficially owned. 

**Non-Public Investment Partnerships,Pools or Funds.** If an independent director of the Price Funds owns more than of 1% of thetotal outstanding shares or units of a non-public investment partnership, pool or fundover which the independent director exercises control or influence, or is informed of theinvestment transactions of that entity, the independent director must report suchownership in writing to the Code Compliance Section. For non-public investmentpartnerships, pools or funds where the independent director does **not** exercise control orinfluence ***and*** is **not** informed of the investment transactions of such entity, theindependent director need not report such ownership to the Code Compliance Section unlessand until such ownership exceeds 4% of the total outstanding shares or units of theentity.

**Investments in Price Group.** Anindependent director of the Price Funds is prohibited from owning the common stock orother securities of Price Group.

**Investments in Non-Listed SecuritiesFirms.** An independent director of the Price Funds may not purchase or sell the shares of abroker/dealer, underwriter or federally registered investment adviser unless that entityis traded on an exchange or listed on NASDAQ or the purchase or sale has otherwise beenapproved by the Price Fund Boards. 

**Restrictions on ClientInvestment Partnerships.**

Co-Investing.
 An independent director of the Price Funds is not permitted to co-invest in          client investment partnerships of Price Group or its affiliates, such as          Strategic Partners, Threshold, and Recovery.

Direct Investment.
  An independent director of the Price Funds is not permitted to invest as a limitedpartner in client investment partnerships of Price Group or its affiliates.

**Dealing with Clients.** Aside frommarket transactions effected through securities exchanges or via NASDAQ, an independentdirector of the Price Funds may not, directly or indirectly, sell to or purchase from aclient any security. 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.

**REPORTING REQUIREMENTS FOR THEINDEPENDENT DIRECTORS OF PRICE GROUP.**

Reporting of Personal SecuritiesTransactions.
 An independent director of Price Group is not required to report his or herpersonal securities transactions (other than transactions in Price Group stock) as long asthe independent director does not obtain information about the Price Advisers'investment research, recommendations, or transactions. However, each independent directorof Price Group is reminded that changes to certain information reported by the respectiveindependent director in the Annual Questionnaire for Independent Directors are required tobe reported to Corporate Records in Baltimore (
e.g.
, changes in holdings of stock offinancial institutions or financial institution holding companies).

Reporting of Officership,Directorship, General Partnership or Other Managerial Positions Apart from Price Group.
 Anindependent director of Price Group shall report to the Code Compliance Section anyofficership, directorship, general partnership or other managerial position which he orshe holds with any public, private, or governmental issuer other than Price Group.

**Reporting of SignificantOwnership.**

Issuers (Other than Non-PublicInvestment Partnerships, Pools or Funds).
 If an independent director of Price Group ownsmore than 1/2 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 immediately reportthis ownership in writing to the Code Compliance Section, providing the name of the issuerand the total number of the issuer's shares beneficially owned.

Non-Public Investment Partnerships,Pools or Funds. 
If an independent director of Price Group owns more than of 1% of thetotal outstanding shares or units of a non-public investment partnership, pool or fundover which the independent director exercises control or influence, or is informed of theinvestment transactions of that entity, the independent director must report suchownership in writing to the Code Compliance Section. For non-public investmentpartnerships, pools or funds where the independent director does 
not
 exercise control orinfluence 
*and*
 is 
not
 informed of the investment transactions of such entity, theindependent director need not report such ownership to the Code Compliance Section unlessand until such ownership exceeds 4% of the total outstanding shares or units of theentity.

**TRANSACTION REPORTING REQUIREMENTSFOR THE INDEPENDENT DIRECTORS OF THE SAVINGS BANK.** The independent directors of theSavings Bank are not required to report their personal securities transactions (other thantransactions in Price Group stock) as long as they do not obtain information about thePrice Advisers' investment research, recommendations, or transactions, other thaninformation obtained because the Savings Bank is a client of one or more of the PriceAdvisers. In addition, the independent directors of the Savings Bank may be required toreport other personal securities transactions and/or holdings as specifically requestedfrom time to time by the Savings Bank in accordance with regulatory or examinationrequirements.

**MISCELLANEOUS RULES REGARDINGPERSONAL SECURITIES TRANSACTIONS.** These rules vary in their applicability depending uponwhether you are an Access Person.

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

**Dealing with Clients.** Access Personsand Non-Access Persons may not, directly or indirectly, sell to or purchase from a clientany 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 isa client of any of the Price Advisers and does not apply to transactions in a spousalemployer-sponsored payroll deduction 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-AccessPerson may form or participate in a stock or investment club without prior clearance fromthe Chairperson of the Ethics Committee (U.S.based personnel) or the TRP InternationalCompliance Team (international personnel). **Only transactions in Price Group stock aresubject to prior transaction clearance.** Club transactions must be reported just as theNon-Access Person's individual trades are reported.

**Access Persons.** An Access Person maynot form or participate in a stock or investment club unless prior written clearance hasbeen obtained from the Chairperson of the Ethics Committee (U.S.-based personnel) or theTRP International Compliance Team (international personnel). Generally, transactions bysuch a stock or investment club in which an Access Person has beneficial ownership orcontrol are subject to the same prior transaction clearance and reporting requirementsapplicable to an individual Access Person's trades. If, however, the Access Personhas beneficial ownership solely by virtue of his or her spouse's participation in theclub and has no investment control or input into decisions regarding the club'ssecurities transactions, the Chairperson of the Ethics Committee or the TRP InternationalCompliance Team may, as appropriate as part of the prior clearance process, require theprior transaction clearance of Price Group stock transactions only.

**Margin Accounts.** While marginaccounts are discouraged, you may open and maintain margin accounts for the purchase ofsecurities provided such accounts are with firms with which you maintain a regularsecurities account relationship.

**Trading Activity.**  You are discouraged from engaging in a pattern of securities transactions that either:

is so excessively frequent as topotentially impact your ability to carry out your assigned responsibilities, 
or

involvessecurities positions that are disproportionate to your net assets.

At the discretion of the Chairpersonof 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 youraccount(s) in 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/Volume Transactions.
 Althoughsubject to prior transaction clearance, transactions involving securities of certain largeissuers or of issuers with high trading volumes, within the parameters set by the EthicsCommittee (the 
"Large Issuer/Volume List"
), will be permitted under normal circumstances, asfollows:

Transactions involving no more thanU.S. $20,000 (all amounts are in U.S. dollars) or the nearest round lot (even if theamount of the transaction 
marginally
 exceeds $20,000) per security per seven (7) calendarday period in securities of:

issuers with market capitalizationsof $5 billion or more, 
or

U.S. issuers with an average daily trading volume in excess of500,000 shares over the preceding 90 calendar days
or

areusually permitted, unless the rating on the security as reported in the firm's DailyResearch News has been changed to a 1 or a 5 within the seven (7) calendar daysimmediately prior to the date of the proposed transaction.

These parameters are subject tochange by the Ethics Committee. An Access Person should be aware that if prior transactionclearance is granted for a specific number of shares lower than the number requested, heor she may not be able to receive permission to buy or sell additional shares of theissuer for the next seven (7) calendar days.

If you believe one or both of thesecriteria 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 TRPInternational Compliance Team will coordinate the process with the Code ComplianceSection.

Transactions Involving Options on Large Issuer/Volume List Securities.
  Access Persons may notpurchase uncovered put options or sell uncovered call options unless otherwise permitted under the"Options and Futures" discussion on p. 4-28.  Otherwise, in the case ofoptions on an individual security onthe Large Issuer/Volume List (if it has not had a prohibited rating change), an AccessPerson may trade the 
greater
 of 5 contracts or sufficient option contracts to control$20,000 in the underlying security; thus an Access Person may trade 5 contracts even ifthis permits the Access Person to control more than $20,000 in the underlying security.Similarly, the Access Person may trade more than 5 contracts as long as the number ofcontracts does not permit him or her to control more than $20,000 in the underlyingsecurity.

Transactions InvolvingExchange-Traded Index Options. 
Generally, an Access Person may trade the 
greater
 of 5contracts or sufficient contracts to control $20,000 in the underlying securities; thus anAccess Person may trade 5 contracts even if this permits the Access Person to control morethan $20,000 in the underlying securities. Similarly, the Access Person may trade morethan 5 contracts as long as the number of contracts does not permit him or her to controlmore than $20,000 in the underlying securities. These parameters are subject to change bythe Ethics Committee.

Please note that an option on a UnitInvestment Trust (
e.g.
, QQQQ) is not an exchange-traded index option and does not fallunder this provision. 
See
 the discussion under General Information on Options and Futuresbelow.

Client Limit Orders.
 Although subjectto prior transaction clearance, an Access Person's proposed trade in a security is usuallypermitted even if a limit order has been entered for a client for the same security, if:

The Access Person's trade will beentered as a market order; and

The client's limit order is 10% or more away from themarket 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 andFutures (Other than Exchange Traded Index Options).** If a transaction in the underlyinginstrument does not require prior transaction clearance (*e.g.*, National GovernmentObligations, Unit Investment Trusts), then an options or futures transaction on theunderlying instrument does not require prior transaction clearance. However, all optionsand futures transactions, except the commodity futures transactions described on page4-10, must be reported even if a transaction in the underlying instrument would not haveto be reported (*e.g.*, U.S. Government Obligations). Transactions in publicly tradedoptions on Price Group stock are not permitted. *See* p. 4-7. Please consult the specificdiscussion on Exchange Traded Index Options above for transactions in those securities. 

**Before engaging in options andfutures transactions, Access Persons should understand the impact that the 60-Day Rule andintervening client transactions may have upon their ability to close out a position with aprofit (*see* page 4-29).**

**Options and Futures on Securities and Indices Not Held by Clientsof the Price Advisers.** There are no specific restrictions with respect to the purchase,sale or writing of put or call options or any other option or futures activity, such asmultiple writings, spreads and straddles, on a security (and options or futures on suchsecurity) 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 heldby any of Price Advisers' clients, it is the firm's policy that an Access Person should notprofit from a price decline of a security owned by a client (other than a "pure" Indexaccount). Therefore, an Access Person may: (i) purchase call options and sell covered calloptions and (ii) purchase covered put options and sell put options. An Access Person maynot purchase uncovered put options or sell uncovered call options, even if the issuer ofthe underlying securities is included on the Large Issuer/Volume List, unless purchased inconnection with other options on the same security as part of a straddle, combination orspread strategy which is designed to result in a profit to the Access Person if theunderlying security rises in or does not change in value. The purchase, sale and exerciseof options are subject to the same restrictions as those set forth with respect tosecurities, *i.e.*, the option should be treated as if it were the common stock itself.

**Other Options and Futures Held byClients of the Price Advisers.** Any other option or futures transaction with respect todomestic or foreign securities held by any of the Price Advisers' clients willreceive prior transaction clearance if appropriate after due consideration is given, basedon the particular facts presented, as to whether the proposed transaction or series oftransactions might appear to or actually create a conflict with the interests of any ofthe Price Advisers' clients. Such transactions include transactions in futures andoptions on futures involving financial instruments regulated solely by the CFTC.

**Closing or Exercising OptionPositions.** A transaction initiated by an Access Person to exercise an option or to closean option transaction must also receive prior transaction clearance. If an interveningclient transaction in the underlying security has occurred since the position was opened,the Access Person may not receive prior clearance to initiate a transaction to exercisethe option or to close out the position, as applicable.

Short Sales.
 Short sales by AccessPersons are subject to prior clearance unless the security itself does not otherwiserequire 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 in that securitywould not require prior clearance. Short sales of Price Group stock are not permitted. Allshort sales are subject to the 60-Day Rule described below.

The 60-Day Rule.
 Access Persons areprohibited from profiting from the purchase and sale or sale and purchase of the same (orequivalent) securities within 60 calendar days. An "equivalent" security meansany option, warrant, convertible security, stock appreciation right, or similar right withan exercise or conversion privilege at a price related to the subject security, or similarsecurities with a value derived from the value of the subject security. Thus, for example,the rule prohibits options transactions on or short sales of a security that may result ina gain within 60 days of the purchase of the underlying security. In addition, the ruleapplies regardless of the Access Person's other holdings of the same security or whetherthe 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, 1998 and another 100 shares of XYZ stockon February 27, 2005, he or she may not sell 
any
 shares of XYZ stock at a profit for 60days following February 27, 2005. The 60-Day Rule "clock" restarts 
each
 time theAccess Person trades in that security.

The closing of a position in aEuropean style option on any security other than an index will result in a 60-Day Ruleviolation if the position was opened within the 60-day window and the closing transactionresults in a gain. Multiple positions will not be netted to determine an overall gain orloss in options on the same underlying security expiring on the same day.

The 60-Day Rule does **not** apply to:

any transaction by a Non-AccessPerson other than transactions in Price Group stock not excluded below; 

any transactionthat does not require from prior transaction clearance (
e.g.
, purchase or sale of unitinvestment trust, including SPYDER and QQQQ, exercise of corporate stock option by AccessPerson spouse, pro-rata distributions; 
see
 p. 4-10);

any transaction in a security inwhich either the acquisition or the sale of that security does not require priortransaction clearance (
e.g.
, if an Access Person inherits a security, a transaction thatdid not require prior transaction clearance, then he or she may sell the securityinherited at a profit within 60 calendar days of its acquisition);

the purchase and saleor sale and purchase of exchange-traded index options;

any transaction in Price Groupstock effected 
through
 the ESPP (note that the 60-Day Rule 
does
 apply to sharestransferred 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 Group stock options and the subsequentsale of the derivative shares; and 

any purchase of Price Group stock through anestablished dividend reinvestment plan.

Prior transaction clearanceprocedures do **not** check compliance with the 60-Day Rule when considering a tradingrequest. Access Persons are responsible for checking their compliance with this rulebefore entering a trade. If you have any questions about whether this Rule will betriggered by a proposed transaction, you should contact the Code Compliance Section or theTRP International Compliance Team **before** requesting prior transaction clearance for theproposed trade. 

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

Investments in Non-Listed SecuritiesFirms.
 Access Persons may not purchase or sell the shares of a broker/dealer, underwriteror federally registered investment adviser unless that entity is traded on an exchange orlisted as a NASDAQ stock or prior transaction clearance is given under the privateplacement procedures (
see
 pp. 4-14; 4-16).

**REPORTING OF ONE HALF OF ONE PERCENTOWNERSHIP.** If an employee owns more than 1/2 of 1% of the total outstanding shares of apublic or private company, he or she must immediately report this in writing to the CodeCompliance Section, providing the name of the company and the total number of suchcompany's shares beneficially owned.

**GAMBLING RELATED TO THE SECURITIESMARKETS.** All persons subject to the Code are prohibited from wagering, betting or gamblingrelated to individual securities, securities indices or other similar financial indices orinstruments. This prohibition applies to wagers placed through casinos, betting parlors orinternet gambling sites and is applicable regardless of where the activity is initiated(*e.g.*, home or firm computer or telephone). This specific prohibition does not restrictthe purchase or sale of securities through a securities account reporting to the CodeCompliance Section or the TRP International Compliance Team, even if these transactionsare effected with a speculative investment objective.

**INITIAL DISCLOSURE OF PERSONALSECURITIES HOLDINGS BY ACCESS PERSONS.** Upon commencement of employment, appointment orpromotion **(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 securitieslaws to disclose in writing all current securities holdings in which he or she isconsidered to have beneficial ownership or control **("Securities Holdings Report")****(*see* page4-5 for definition of the term Beneficial Owner)** and provide or reconfirm the informationregarding all of his or her securities accounts.

Theform to provide the Securities Holdings Report will be provided upon commencement ofemployment, appointment or promotion and should be submitted to the Code ComplianceSection **(U.S.-based personnel)** or the TRP International Compliance Team **(Internationalpersonnel)**. The form on which to report securities accounts can be found on thefirm's Intranet under Corporate/Legal.

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

number of shares or principalamount of each reportable securities in which the Access Person has any direct or indirectbeneficial ownership

the name of any broker, dealer orboth with which the Access Person maintains an account in which any securities are heldfor the Access Person's direct or indirect benefit; and 

the date the Access Person submits the Securities Holding Report.

The information provided must becurrent as of a date no more than 45 days prior to the date the person becomes an AccessPerson. 

**ANNUAL DISCLOSURE OF PERSONALSECURITIES HOLDINGS BY ACCESS PERSONS.** Each Access Person, except an independent directorof the Price Funds, is also required to file a **"Personal Securities Report,"** consisting of aStatement of Personal Securities Holdings and a Securities Account Verification FormReport, on an annual basis. **The Personal Securities Report must be as of year end and mustbe filed with the firm by the date it specifies.** The Chief Compliance Officer or his orher designee reviews all Personal Securities Reports.

**ADDITIONAL DISCLOSURE OF OPEN-ENDINVESTMENT COMPANY HOLDINGS BY INVESTMENT PERSONNEL.** If a person has been designated"Investment Personnel," he or she must report with the initial and annual SecuritiesHoldings Report a listing of shares of all open-end investment companies (except moneymarket funds), whether registered under the Investment Company Act or sold injurisdictions outside the United States, that the Investment Personnel either beneficiallyowns or controls. If an Access Person becomes Investment Personnel, he or she must file asupplement to his or her existing Securities Holdings Report within thirty (30) days ofthe date of this designation change, listing all shares of open-end investment companies(except money market funds) that he or she beneficially owns or controls. Previouslydisclosed ownership of Reportable Funds does not have to be reported again in thisdisclosure.

**CONFIDENTIALITY OF RECORDS.** PriceGroup makes every effort to protect the privacy of all persons and entities in connectionwith 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 employment or other association with Price Group and the Price          Funds. The Ethics Committee, the Code Compliance Section, 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 reasonably necessary to monitor each person's and          entity's compliance with this Statement and to otherwise prevent and detect          violations.

Violations by Access Persons,Non-Access Persons and Independent Directors of Price Group or the Savings Bank.
 Upondiscovering a material violation of this Statement by any person or entity other than anindependent director of a Price Fund, the Ethics Committee will impose such sanctions asit deems appropriate and as are approved by the Management Committee or the Board ofDirectors including, 
inter alia
, a letter of censure or suspension, a fine, a suspensionof trading privileges or termination of employment and/or officership of the violator. Inaddition, the violator may be required to surrender to Price Group, or to the party orparties it may designate, any profit realized from any transaction that is in violation ofthis Statement. All material violations of this Statement shall be reported to the Boardof Directors of Price Group and to the Board of Directors of any Price Fund with respectto whose securities such violations may have been involved.

Violations by Independent Directorsof Price Funds.
 Upon discovering a material violation of this Statement by an independentdirector of a Price Fund, the Ethics Committee shall report such violation to the Board onwhich the director serves. The Price Fund Board will impose such sanctions as it deemsappropriate.

February, 2005 

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