T. Rowe Price (Canada), Inc. (Price Canada) is an investment adviser registered under the
Investment Advisers Act of 1940 (Advisers Act) and a wholly owned subsidiary of T. Rowe
Price Associates, Inc. (Price Associates) which itself is a wholly owned subsidiary of T. Rowe
Price Group, Inc. (Price Group). Price Canada is also registered with the Ontario, Manitoba,
British Columbia, Alberta, Nova Scotia, New Brunswick, Newfoundland and Labrador, and
Prince Edward Island Securities Commissions, the Saskatchewan Financial and Consumer
Affairs Authority, and the Autorité des Marchés Financiers in Quebec. Price Canada and its
affiliated investment advisers: Price Associates, T. Rowe Price International Ltd (Price
International Ltd), T. Rowe Price Hong Kong Limited (Price Hong Kong), T. Rowe Price
Singapore Private Ltd. (Price Singapore), T. Rowe Price Australia Limited (Price Australia),
T. Rowe Price Japan, Inc. (Price Japan), and T. Rowe Price Investment Management, Inc.
(Price IM) are collectively referred to herein as the Price Advisers. Additionally, T. Rowe Price
Advisory Services, Inc. (TRP Advisory Services), an affiliated investment adviser, provides
investment advice to U.S. domiciled clients. (Please refer to Part 2A of Form ADV for each Price
Adviser for additional disclosure about the Price Adviser.) Price Group and all of its affiliated
entities are collectively referred to herein as T. Rowe Price. For purposes of this brochure,
“we,” “us,” and “our” mean Price Canada.
In addition to the above noted affiliated investment advisers, Oak Hill Advisors, L.P., (OHA) an
SEC-registered investment adviser is a wholly-owned subsidiary, along with other OHA-affiliated
entities.
Pursuant to the terms of its contract with Canadian clients, Price Canada delegates investment
management authority to one or more of the other Price Advisers; however, Price Canada
remains legally responsible for general oversight of all delegated investment management
services. There are no other fees charged by Price Canada regarding delegation of investment
management services in addition to advisory fees for the applicable mandate.
The Price Advisers are committed to meeting the needs of institutional and individual investors
worldwide. Price Canada primarily provides discretionary investment advisory services and has
the authority to select securities or other investment vehicles, all collectively referred to herein
as securities, consistent with clients’ investment guidelines. However, certain clients may limit
or prohibit investment in certain sectors, instruments, and securities as further described below.
Price Canada also provides non-discretionary investment advice to separately managed
account programs and platforms sponsored by unaffiliated investment advisers, broker-dealers
and other financial service firms. Price Canada offers the following services through one or
more of the Price Advisers.
Institutional Separate Account Management
The Price Advisers maintain multiple active management strategies including equity and fixed
income asset classes as follows:
U.S., Global, and International Equity mandates including small-, mid-, and large-cap,
growth, value and core, index-enhanced, as well as sector-specific equity mandates;
U.S., Global, and International Fixed Income mandates including active taxable (core
plus, core, enhanced bond), cash management, short term, high yield, global,
emerging markets, and sector-specific fixed income mandates.
As further discussed, in Item 13 – Review of Accounts and Item 16 – Investment Discretion,
actual mandates within each strategy will vary based on client needs and instructions. The
Price Advisers often implement individualized investment guidelines and restrictions, including if
applicable, restricting certain securities, types of securities, and implementing client preferences
with respect to environmental, social, or corporate governance (ESG) factors. Limitations
imposed on active management strategies may impact the Price Advisers’ management of an
account and accordingly an account’s performance. The Price Advisers use internal and
external sources to implement individualized investment guidelines.
Model Program
The Price Advisers provide non-discretionary investment advice to separately managed account
or “wrap fee” programs and platforms sponsored by investment advisers, broker-dealers and
other financial service firms (Program Sponsors) and/or overlay managers through model
investment portfolios (Model Program).
The Price Advisers do not consider themselves to have an advisory relationship with clients of
the Program Sponsor or overlay manager. If the Form ADV Part 2A is delivered to Program
Sponsor’s model-based clients with whom the Price Advisers do not have an advisory
relationship, or where it is not legally required to be delivered, it is provided for informational
purposes only.
Program Sponsors are responsible for reviewing their clients’ financial circumstances and
investment objectives and determining the suitability of the Price Advisers’ strategy and the
Managed Account Program for their clients (participants). Generally, Program Sponsors are
primarily responsible for client contact. Subject to applicable law and fiduciary obligations, the
Price Advisers will make reasonably available to Program Sponsors and their clients certain
staff knowledgeable about the services being provided by the Price Advisers for discussions at
the strategy level. Depending on the particular strategy, the Price Advisers invest in a variety of
securities and other investments and employ different investment techniques. The Price
Advisers may use professional services of other third parties, including their affiliates, in
servicing the Managed Account Programs.
The Price Advisers provide model portfolio advice through an agreement with Program
Sponsors and/or an overlay manager. The Price Advisers monitor and update the model
portfolios on an ongoing basis and will deliver such updates to the Program Sponsor or overlay
manager. The Price Advisers have sole discretion for determining the appropriateness,
diversification or suitability of securities selected for the model portfolios. Program Sponsors or
an overlay manager will provide participants the services described in the Program Sponsor’s or
overlay manager’s agreement with such participants, including selection of the investment
strategies based on information provided by the participant. The Price Advisers do not provide
customized investment advice or recommendations to Model Program participants. No model
portfolio is personalized or in any way tailored by the Price Advisers to reflect the personal
financial circumstances or investment objectives of any participant. The Price Advisers do not
recommend or select money market or other cash-equivalent sweep vehicles for purposes of
Program Sponsor’s implementation of the Model Program’s cash allocations with respect to
Model Program participant accounts. In the Model Program, the Program Sponsor retains
investment and brokerage discretion and is responsible for investment decisions and performing
many other services and functions typically handled by the Price Advisers in a traditional
discretionary separate account relationship. The Price Advisers do not have brokerage
discretion in the Model Program and thus has no authority to place orders for the execution of
transactions.
The Price Advisers are not deemed to be a “sponsor” or a “manager” as those terms are defined
in Investment Company Act Rule 3a-4 with respect to the services it provides to Managed
Account Programs. Certain separately managed account clients of the Price Advisers may
invest in investment strategies used with Managed Account Programs that are not associated
with any Program Sponsor.
Registered Funds and Collective Investment Funds
The Price Advisers and their affiliates sponsor and/or establish the following investment
vehicles, all collectively referred to herein as Price Funds:
(i) registered investment companies, including open-end investment companies
(mutual funds) and exchange traded funds (ETFs) to which Price Associates
serves as adviser and Price International Ltd, Price Hong Kong, Price Singapore,
Price Japan, Price Australia and/or Price IM may serve as subadviser (Mutual
Funds and ETFs sponsored by Price Advisers are referred to as (TRP Mutual
Funds) and (TRP ETFs), and collectively as (TRP Investment Funds);
(ii) non-U.S. collective investment funds to which Price International Ltd serves as
adviser and Price Associates, Price Hong Kong, Price Singapore, Price Japan,
Price Australia and/or Price IM may serve as adviser or subadviser;
(iii) common trust funds to which Price Associates, Price International Ltd, Price Hong
Kong, Price Singapore, Price Japan, Price Australia and/or Price IM may serve as
adviser and/or subadviser to the trustee (TRP Trusts);
(iv) Canadian domiciled pooled vehicles to which Price Canada serves as adviser and
Price Associates, Price International Ltd, Price Hong Kong, Price Singapore, Price
Japan, Price Australia and/or Price IM may serve as subadviser; and
(v) private investment funds to which Price Associates serves as adviser (TRP Private
Funds).
Price Canada serves as investment adviser to Canadian domiciled pooled vehicles. Information
concerning each such fund, including details of the advisory fee, is disclosed in each fund’s
current disclosure documents (e.g., prospectus).
Distribution Management Service
The Distribution Management Service (DMS) assists institutional investors in seeking the
efficient
disposition of equity distributions from venture capital partnerships. The Price Advisers
use their investment acumen together with a client’s risk tolerance, timing objectives, private
equity portfolio structure and targeted account size to determine the most efficient time for the
sale of stock distributions from these partnerships. We strive to optimize the return of capital to
the client and minimize trading expenses through our fiduciary commitment to providing best
execution. We also offer an enhanced liquidation service in which the Price Advisers determine
what we deem to be the most efficient time for the sale of stock distributions from venture
capital partnerships; however, it is understood that clients generally seek to liquidate the
securities within a period of 60 days from contribution to the account. The Price Advisers retain
the limited discretion to exceed this 60-day period contingent upon multiple factors, including
current market cycle conditions and liquidity. While we use research to advise on sell decisions,
the ability to obtain the full benefit of the research may be limited due to the enhanced
liquidation strategy.
Multi-Asset Solutions
The Price Advisers offer customized analysis, portfolio development and investment
management services focused on achieving specific client objectives, including but not limited to
income generation, liquidity needs and reduced volatility. The customized multi-asset strategies
draw from equity, fixed income and alternative investment opportunities. The Price Advisers
use our global research coverage to further offer regional and market specialization within the
Multi-Asset Solutions strategies. The strategies utilize a variety of underlying strategies based
upon the client’s unique objectives, asset allocation and target risk/return analysis. The
strategies focus on strategic and tactical asset allocation and fundamental security selection.
The Price Advisers offer custom target date allocation services including glide path design and
management.
Assets Under Management
As of December 31, 2023, Price Canada managed approximately $5.2 billion on a discretionary
basis for its advisory services. (This figure does not include assets managed by the Price
Advisers for non-Price Canada clients. Assets under management for the Price Advisers are
reported separately in each adviser’s Part 2A of Form ADV and may include assets managed
for Price Canada). As of the same date, Price Canada did not manage assets on a non-
discretionary basis for its clients. Model Programs are not included in non-discretionary assets
under management.
Indirect Investment Services
Litigation. As an investment manager, we may be asked to decide whether to file proof of
claims for class actions or bankruptcy proceedings for assets held in an account. It is the
client’s responsibility to monitor and analyze its portfolio and consult with its own advisers
and custodian about whether it has claims that it should consider pursuing. As a general
matter, Price Canada cannot, without client written authorization, exercise any rights a client
may have in participating in, commencing or defending claims. Price Canada will not
engage in litigation on a client’s behalf.
Securities Lending. The Price Advisers generally do not enter into securities lending
arrangements for our clients, other than for the Price Funds. Under typical securities lending
arrangements, a manager loans a security held in a client’s portfolio to a broker-dealer in
exchange for collateral. The client may earn potentially enhanced returns from these
arrangements by collecting finance charges on the loan or by investing the collateral. Such
returns are generally shared between the client and the securities lending agent, and the
risk associated with the investment of collateral is generally borne by the client.
Some of our clients have established separate securities lending arrangements with their
custodian. If a client has entered into these arrangements, the client and its custodian are
responsible for adhering to the requirements of such arrangements, including ensuring that
the securities or other assets in the account are available for any securities lending
transactions. For accounts that we actively manage, we execute transactions based on a
number of factors, including market conditions and best execution, and do not consider
factors relating to a client’s securities lending arrangement, such as whether the client’s
custodian may need to recall securities on loan to settle the sales transactions. We have
established policies and procedures in the event there is a loss or overdraft in connection
with a transaction where a security is not available in an account due to securities lending
activities.
Other Services
Training. As part of strategic, client partnership programs, the Price Advisers may arrange to
provide customized training to certain institutional clients that mandate training to be part of the
service requirements of their investment management agreement. Specifically, clients request
such training and reimbursement of costs as part of the services we provide. We limit
reimbursement to clients’ bona fide travel and accommodation expenses related to such training
events.
Travel. In very limited circumstances we may pay travel costs for clients and other business
contacts including airfare and hotels for educational events sponsored by the Price Advisers.
These arrangements are only granted with approval of senior management, as well as the
approval of the T. Rowe Price Ethics Committee.
Marketing. The Price Advisers provide, at their own expense, compensation to third-party
financial intermediaries that have sold shares of or provide other shareholder services to the
TRP Investment Funds. These payments are in exchange for a variety of both distribution and
non-distribution shareholder services, and may take the form of asset-based, transaction-based,
or fixed dollar payments. These payments are commonly referred to as revenue sharing
payments within the financial industry. These services may include, but are not limited to:
business planning assistance; advertising; educating financial intermediary personnel;
placement on the financial intermediary’s sales platform; inclusion on a no-transaction fee fund
list or preferred funds list; periodic sales reporting and data on the TRP Investment Funds; and
access to sales meetings, sales representatives and management representatives of the
financial intermediary. The Price Advisers compensate financial intermediaries differently
depending upon, among other factors, sales and asset levels, redemption rates and their level,
and/or the type of marketing and educational activities provided by the financial intermediary.
Payments may also cover a variety of administrative services which may: facilitate rollovers
from employer-sponsored retirement plans to individual retirement accounts; contribute to the
costs of providing certain technology and data support services; reimburse certain transaction
expenses, such as ticket charges for purchases or exchanges; and contribute to costs for
ancillary services, such as setting up the TRP Investment Funds on an intermediary’s mutual
fund trading system/platform.
Additionally, revenue sharing payments may cover the Price Advisers’ employees’ participation
in and/or presentation at conferences or seminars, sales or training programs, client and
investor events, co-operative advertising, newsletters, and other events. The Price Advisers
routinely sponsor and compensate financial intermediaries in connection with due diligence
meetings during which attendees receive updates on various TRP Investment Funds and are
afforded the opportunity to speak with investment professionals, including portfolio managers.
To the extent permitted by their firm’s policies and procedures, attendees’ expenses, including
lodging and transportation, may be covered by the Price Advisers.
Even though these additional payments are not paid by a fund directly, the Price Advisers’
revenues or profits may in part be derived from fees earned for services provided to and paid for
by the TRP Investment Funds. The receipt of such payments may provide a financial
intermediary and its salespersons with an incentive to favor sales of shares of the TRP
Investment Funds over sales of other mutual funds or other financial products or provide
preferential or enhanced opportunities to promote the TRP Investment Funds.
Vendor Services. Bank of New York Mellon provides services to the Price Advisers for aspects
of trade support (including collateral management), security reference, security valuation,
corporate actions, fund accounting, portfolio accounting, reconciliation, and financial reporting.
The Price Advisers retain all operational functions that are more discretionary in nature and
involve more decision-making such as those with a client service aspect or that require input or
analysis by our investment personnel. The Price Advisers retains full responsibility for all
services outsourced under this arrangement. In connection with its Managed Accounts
Programs, Market Street Advisor, Inc., (d/b/a Archer) performs certain administrative and
operational functions, such as trade management, investment accounting, account
maintenance, billing, and reconciliation services for Price Canada. In cases where Price
Canada has proxy voting authority, Institutional Shareholder Services, Inc. (ISS) provides proxy
voting analysis, maintenance, reporting, and recordkeeping services for Price Canada with
respect to certain accounts.