T. Rowe Price Associates, Inc. (Price Associates) is a Maryland corporation founded in 1937.
It is an investment adviser registered under the Investment Advisers Act of 1940 (Advisers Act)
and a wholly owned subsidiary of T. Rowe Price Group, Inc. (Price Group), which was formed
in 2000 as the publicly traded parent holding company of Price Associates and its affiliated
entities (collectively, T. Rowe Price). Price Associates and its affiliated investment advisers:
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), T. Rowe Price
Investment Management, Inc. (Price IM), and T. Rowe Price (Canada), Inc. (Price Canada),
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.) For purposes of this brochure, “we,” “us,” and
“our” mean Price Associates.
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.
Price Associates and its affiliated entities are committed to meeting the needs of institutional
and individual investors worldwide. Price Associates 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 Associates also provides discretionary and non-
discretionary investment advice to separately managed account programs and platforms
sponsored by unaffiliated investment advisers, broker-dealers and other financial service firms.
Price Associates also provides non-discretionary advice to institutional investors in the form of
delivery of model portfolios. Price Associates offers the following services:
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, municipal, 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.
Managed Account Programs
Price Associates offers 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) either directly to the Program Sponsor (Single
Contract SMA) or the participants (Dual Contract SMA) depending on the program
(collectively referred to as SMA Programs). Price Associates also provides discretionary and
non-discretionary investment advice to Program Sponsors and/or overlay managers through
model investment portfolios (Discretionary Model Program and Non-Discretionary Model
Program respectively, and collectively referred to as the Model Program). Price Associates’
SMA Program and Model Program are collectively referred to as the (Managed Account
Programs). Price Associates may delegate investment management to one of its affiliated
investment advisers when appropriate.
In the Non-Discretionary Model Program, Price Associates does not consider itself 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 Price Associates
does 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 Price Associates’ 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, Price
Associates will make reasonably available to Program Sponsors and their clients certain staff
knowledgeable about the services being provided by Price Associates for discussions at the
strategy level. Depending on the particular strategy, Price Associates invests in a variety of
securities and other investments and employs different investment techniques. Price
Associates may use professional services of other third parties, including its affiliates, in
servicing the Managed Account Programs.
In a Single Contract SMA program, Price Associates enters into an investment sub-advisory
agreement with a Program Sponsor under which we have investment discretion to manage
participant assets in an approved strategy. In the Dual Contract SMA program, Price
Associates enters into an investment advisory agreement directly with the participant.
Depending on the wrap fee program, services typically include manager selection, custodial
services, periodic monitoring of investment managers, performance reporting and trade
execution (often without a transaction-specific commission or charge), provided by the Program
Sponsor, and investment advisory services, provided by an investment manager, for a bundled
fee paid to the Program Sponsor. Depending upon the level of the wrap fee charged by a
Program Sponsor, the amount of portfolio activity in a participant’s account, the value of the
custodial and other services that are provided under a wrap fee program and other factors, a
participant should consider that the cost for a wrap fee program account may be more or less
than if a participant were to purchase the investment advisory services and the investment
products separately.
In most wrap fee programs, the Program Sponsor is responsible for ascertaining the financial
circumstances, investment objectives, and investment restrictions applicable to each participant
through information provided by the participant. Price Associates is entitled to rely on such
information provided by Program Sponsor. The participant may select Price Associates from
among the investment advisers that the Program Sponsor presents to the participant.
Participants are encouraged to consult their own financial advisors and legal and tax
professionals on an initial and continuous basis in connection with selecting and engaging the
services of an investment manager for a particular strategy and participating in a Managed
Account Program. In the course of providing services to Managed Account Program accounts
advised by a financial advisor, Price Associates generally relies on information or directions
communicated by the financial advisor acting with apparent authority on behalf of its client.
Price Associates reserves the right, in its sole discretion, to reject for any reason any SMA
Program participant referred to it.
In the Model Program, Price Associates provides model portfolio advice through an agreement
with Program Sponsors and/or an overlay manager. Price Associates monitors and updates the
model portfolios on an ongoing basis and will deliver such updates to the Program Sponsor or
overlay manager. Price Associates has 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. Price Associates does not provide
customized investment advice or recommendations to Model Program participants. No model
portfolio is personalized or in any way tailored by Price Associates to reflect the personal
financial circumstances or investment objectives of any participant. In the Non-Discretionary
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 Price Associates in a traditional discretionary separate account relationship. In the
Discretionary Model Program, Price Associates forwards investment advice to the overlay
manager designated by the Program Sponsor, who agrees to implement the advice in client
accounts taking into account any client imposed restrictions accepted by the overlay manager.
Price Associates does not have brokerage discretion in the Discretionary Model Program and
thus has no authority to place orders for the execution of transactions.
Price Associates is 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. Price Associates does not recommend or select money market or other cash-
equivalent sweep vehicles in connection with any Managed Account Programs. Certain
separately managed account clients of Price Associates may invest in investment strategies
used with Managed Account Programs that are not associated with any Program Sponsor.
Model Portfolios
Price Associates develops and maintains a series of model portfolios (Model Portfolios)
comprised primarily of proprietary and third-party mutual funds and exchange traded funds.
These Model Portfolios are licensed or otherwise made available to Program Sponsors and
intermediaries, which access may be through the Program Sponsor’s platform, or through third-
party platforms. Users of such platforms may use the Model Portfolios as investment strategies
for managing their underlying clients’ accounts. The Model Portfolios are based on proprietary
model asset allocation strategies developed by Price Associates, and each Model Portfolio has
a different investment objective and may use different asset allocation investment strategies.
The Model Portfolio allocations are not based on the financial situation or investment need of
any specific individual, and the Model Portfolios are not intended to be, and should not be
construed as, a forecast, research, investment advice or a recommendation for any specific
Price Associates or other investment strategy, product or service. Implementing intermediaries
may or may not implement the Model Portfolios allocation as provided, and actual allocations to
underlying investments may vary, including the exclusion or substitution of certain mutual funds
and ETFs. Price Associates creates certain Model Portfolios solely from TRP Mutual Funds and
TRP ETFs (together, TRP Investment Funds, as defined below in Registered Funds and
Collective Investment Funds) and may not consider other funds or investments in the
construction of these Model Portfolios even though there may or may not be third-party mutual
funds or ETFs that may be more appropriate for inclusion in such Model Portfolio (including
third-party funds in the applicable asset classes that have lower fees and expenses, greater
performance or other favorable terms relative to a TRP Investment Fund). Price Associates
considers numerous factors in evaluating and selecting assets and/or waiving any of its
selection criteria or due diligence processes as it deems necessary or appropriate depending on
a variety of factors, including for example, the fund’s investment strategy, registration status
(including jurisdiction of registration) or product structure. Further, Price Associates typically
has access to holdings data or to portfolio managers of TRP Investment Funds on a more
frequent or detailed basis than is available from third-party funds. The use of TRP Investment
Funds in the Model Portfolios creates a conflict of interest because Price Associates receives
compensation, including investment advisory and other services from the TRP Investment
Funds in the Model Portfolios for the investment advisory and other services it provides to the
TRP Investment Funds. Price Associates does not charge a separate fee for its portfolio
construction process. There are expenses associated with any underlying mutual funds and
ETFs used in addition to any fees charged by implementing intermediaries. Information about
Model Portfolios is made available on certain Program Sponsor and other third-party platforms,
and Price Associates pays certain third-party platforms to make available on their platforms
certain Model Portfolios. In situations where Model Portfolios are included free of charge on
third-party platforms, Price Associates may have an incentive and potential conflict of interest in
the preference for, and inclusion of, the platform firm’s third-party funds or ETFs in the Model
Portfolios.
Private Asset Management
Price Associates’ Private Asset Management (PAM) Group provides balanced, equity, and fixed
income investment management services, as well as hybrid portfolios of such strategies, to
meet the needs of high-net worth individuals, trusts, endowments, foundations, institutions,
retirement plans and IRAs, and other entities.
The PAM Group currently offers Standard Services and Price Funds Allocation Services. For
Standard Services, the PAM Group actively manages client portfolios through the investment of
securities, cash and the TRP Mutual Funds. For Price Funds Allocation Services, the PAM
Group actively manages client portfolios through investment predominantly in the TRP Mutual
Funds. Although certain Price Funds Allocation Services accounts may be funded with a mix of
cash, securities, and unaffiliated mutual funds, the intent is for accounts to hold only the TRP
Mutual Funds over time.
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, 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 Associates sponsors and serves as investment adviser to TRP Investment Funds and
TRP Private Funds, and acts as subadviser for some non-U.S. collective investment funds
sponsored by Price International Ltd or Price Japan and the Canadian domiciled pooled
vehicles sponsored by Price Canada. Information concerning each such fund, including details
of the advisory fee, is disclosed in each fund’s current disclosure documents (e.g., prospectus).
Price Associates recommends TRP Investment Funds, which are advised by Price Associates,
in its advisory programs and services. Certain strategies of the TRP Mutual Funds are also
offered by Price Associates in comparable strategies of actively managed TRP ETFs. TRP
ETFs are not used in all of the advisory programs and services offered by Price Associates. We
have an incentive to select and recommend Price Funds over third-party products as well as an
incentive to select TRP Mutual Funds over TRP ETFs because our affiliates receive
administrative and/or servicing fees related to investments in the TRP Mutual Funds. Investors
can find additional information about TRP Mutual Fund and TRP ETF characteristics and
expenses in the prospectus for each product or on the T. Rowe Price website.
Price Associates serves as investment adviser to certain employee benefit plans for which
T. Rowe Price Trust Company (Trust Company), a wholly owned subsidiary of Price
Associates, may serve as directed trustee and for which T. Rowe Price Retirement Plan
Services, Inc. (Retirement Plan Services), a wholly owned subsidiary of Price Associates, may
provide recordkeeping, participant accounting, and communication services. Certain of these
and other employee benefit plans have authorized investments in one or more collective
investment funds (also known as common trust funds) for which the Trust Company serves as
trustee and Price Associates serves as investment adviser to the trustee. The amount of the
investment is generally determined by the participating plans. Fees paid to the Trust Company
regarding investment in a common trust fund are generally paid by the common trust fund
pursuant to its governing documents or are paid by the plan pursuant to a contract between the
Trust Company and the plan.
Subadvisory Mutual Fund Management
Price Associates serves as investment subadviser to mutual funds sponsored by insurance
companies, banks, and other third-party financial institutions. Pursuant to an investment
subadvisory
agreement, Price Associates provides day-to-day investment management
services to the fund; supports the fund’s compliance with applicable investment restrictions and
investment policies; provides periodic performance and compliance reports to the fund’s adviser
and its board; and assists the fund’s service providers in pricing certain securities and preparing
various fund-related materials to be included in fund registration statements, proxies, and semi-
annual and annual reports. It also provides investment-related content, fund communications,
and meeting support to the fund sponsor and its affiliates.
Distribution Management Service
The Distribution Management Service (DMS) assists institutional investors in seeking the
efficient disposition of equity distributions from venture capital partnerships. Price Associates
uses its 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 Price Associates determines
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. Price Associates retains
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
Price Associates offers 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. Price Associates uses
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. Price
Associates offers custom target date allocation services including glide path design and
management.
Stable Asset Management
Price Associates’ Stable Asset Management Group manages pooled and separate account
investment portfolios that seek stable investment returns through the use of guaranteed
investment contracts (GICs), bank investment contracts (BICs), insurance company separate
account contracts (SACs), and synthetic GICs (SICs) issued by insurance companies, banks,
and other financial institutions, as well as short-term fixed income securities. Price Associates’
Stable Value Asset Management Group offers a fully proprietary solution (Stable Value Core).
When utilizing this approach, Price Associates manages the overall stable value portfolio and is
responsible for selecting and monitoring the stable value investment contracts and managing all
of the assets supporting SICs and SACs. Price Associates’ Stable Value Asset Management
Group also offers multi-manager solutions for institutional separate account clients (Stable
Value Multi-Manager Solutions). When utilizing this approach, Price Associates invests,
subject to client guidelines, in both its proprietary investment strategies as well as investment
strategies managed by unaffiliated fixed income portfolio managers (SV Subadvisers). Price
Associates’ Stable Value External Manager Due Diligence Committee is charged with applying
a rigorous process for identifying, evaluating, approving and monitoring SV Subadvisers with
whom Price Associates partners. Additionally, Price Associates has partnered with a third-party
consultant to independently research and evaluate sub-advisers Price Associates is utilizing or
is considering utilizing in Stable Value Multi-Manager Solutions. In certain situations, Price
Associates agrees with clients that Price Associates will provide a different or lower level of
services (including relating to due diligence, oversight and/or monitoring of SV Subadvisers)
than would typically be the case under a Stable Value Core or Stable Value Multi-Manager
Solutions mandate.
T. Rowe Price Personalized Retirement Manager
Price Associates offers T. Rowe Price Personalized Retirement Manager (PRM), an ongoing
fee-based discretionary managed account service for participants in qualified retirement plans.
This service is selected by and made available through a retirement plan’s sponsor. The
service is designed to provide a personalized asset allocation and investment strategy tailored
to an enrolled plan participant’s (each a PRM Participant) specific financial situation, behaviors
and preferences. Price Associates uses its proprietary methodology to construct various
portfolios consisting solely of certain TRP Trusts selected for the service which Price Associates
or its affiliates advise and for which Trust Company, an affiliate of Price Associates, serves as
trustee. Price Associates assigns a PRM Participant to a portfolio based on certain
data/information provided to Price Associates. Price Associates’ proprietary methodology
utilizes quantitative and qualitative data regarding various risk metrics, long term economic and
capital market trends, return, volatility and correlation of asset types and assumptions of life
expectancy and personal and financial circumstances of plan participants. Price Associates
utilizes a technology provider to host a user interface (PRM Interface Portal) and make
available data connectivity with plan service providers on its platform. Plan service providers,
who may or may not be affiliated with Price Associates, access and provide certain participant
data/information to Price Associates through the technology platform. PRM Participants may
provide additional information to Price Associates at their discretion. PRM Participants who
actively engage with the PRM Interface Portal can also receive additional services such as
savings, retirement age, and Social Security planning guidance.
Price Associates does not give account direction relating to plan restricted investments, which
may include but are not limited to self-directed brokerage accounts, company stock and stable
value investments. Certain investors may not be eligible for PRM based on applicable
regulations. If a PRM Participant provides information about assets in other accounts (Outside
Accounts), the information will be included in the holistic personalized asset allocation.
Consideration of this information about Outside Accounts should not be considered advice to
buy, sell, or hold a particular investment. Price Associates is not responsible for monitoring
Outside Accounts or for determining whether any particular investment in an Outside Account is
suitable for the PRM Participant. PRM Participants should review documentation provided by
their plan sponsor for more information regarding the PRM service.
Additional Non-Discretionary Advisory Services
Price Associates may, on a non-discretionary basis, provide guidance to certain investment
advisers, banks, insurance companies, and broker/dealers (each an Intermediary) related to
the Intermediary’s collection of current fund or strategy holdings, pre-existing asset-allocation
model or the development of a new asset-allocation model (Portfolio Construction Services).
Portfolio Construction Services are provided by Price Associates without an additional advisory
fee and generally are not provided pursuant to an agreement. Portfolio Construction Services
are not intended to meet the objectives of any of the Intermediary’s specific underlying clients.
The Intermediary has ultimate discretion in recommending to underlying clients any funds,
strategy, security, or asset allocation model analyzed through any Portfolio Construction
Service. The guidance provided to an Intermediary solely represents guidance as of the point in
time in which a consultation is provided.
Price Associates and/or its affiliates, receive revenue from Price Associates’ investment
products and services. The Portfolio Construction Services will likely be constructed of, contain,
or utilize the TRP Investment Funds or SMA Programs. Price Associates may suggest that an
Intermediary utilize one or more TRP Investment Funds or SMA Programs in the Portfolio
Construction Services. In situations where multiple investment companies or products offer a
strategy that is similar to a TRP Investment Fund or SMA Program, Price Associates may
exercise a preference for including the TRP Investment Funds or SMA Programs in the Portfolio
Construction Services. Price Associates receives a management fee for advising the TRP
Investment Funds and SMA Programs, and additional investments into a TRP Investment Fund
or SMA Program may increase the amount of Price Associates’ management fee. Price
Associates, therefore, has an incentive and a potential conflict of interest in the inclusion of, and
preference for, the TRP Investment Funds or SMA Programs in the Portfolio Construction
Services.
Price Associates provides additional non-discretionary investment management advice,
including asset allocation advice, on a limited basis. The aforementioned conflicts of interest
apply to the extent that Price Associates recommends that a client utilize one or more TRP
Investment Funds or SMA Programs as part of this non-discretionary service.
Assets Under Management
As of December 31, 2023, Price Associates managed approximately $1.4 trillion on a
discretionary basis for its advisory and subadvisory services to both proprietary (such as the
Price Funds) and third-party U.S. and non-U.S. clients. As of the same date, Price Associates
managed approximately $266.0 million on a non-discretionary basis for its clients.
The above figures for assets managed on a discretionary basis include assets that may be
delegated to another Price Adviser. (For example, Price Associates contracts with U.S.-
domiciled clients and delegates investment management authority to Price International Ltd for
certain international investment strategies, as authorized in client investment management
agreements.) Such assets are also reported in the advisory affiliate’s Part 2A of Form ADV.
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 Associates cannot, without client written authorization, exercise any rights a
client may have in participating in, commencing or defending claims. Price Associates will
not engage in litigation on a client’s behalf.
Securities Lending. Price Associates generally does 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, Price Associates 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. Price Associates provides, at its 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.
Price Associates or its affiliates 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 Price Associates or its affiliates’ 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. Price
Associates or its affiliates 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 Price Associates
or its affiliates.
Even though these additional payments are not paid by a fund directly, Price Associates’
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 Price Associates for aspects
of trade support (including collateral management), security reference, security valuation,
corporate actions, fund accounting, portfolio accounting, reconciliation, and financial reporting.
Price Associates retains 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. Price Associates retains full responsibility for all services
outsourced under this arrangement. Price Associates has also engaged Clearwater Analytics to
utilize its software as a service technology in connection with certain administrative and
operational functions for the Stable Value strategies. Price Associates utilizes the Clearwater
Analytics technology solution to perform data integration, reconciliation, validation and reporting
functions. 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 Associates. In cases where Price Associates has proxy voting authority, Institutional
Shareholder Services, Inc. (ISS) provides proxy voting analysis, maintenance, reporting, and
recordkeeping services for Price Associates with respect to certain accounts.
Custom Index. Price Associates engages in related business activities, including licensing of
intellectual property with respect to the development of methodologies for compiling and
calculating a custom index. We may license or sell our intellectual property rights in such
methodologies to unaffiliated third parties who may use such methodologies to create and issue
investment products that are based on such indices and/or are correlated to the underlying
components of such indices.