EXHIBIT 99.(p)(3)
EFFECTIVE MARCH 1, 2000
CODE OF ETHICS
T. ROWE PRICE ASSOCIATES, INC.
AND ITS AFFILIATES
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CODE OF ETHICS
OF
T. ROWE PRICE ASSOCIATES, INC.
AND ITS AFFILIATES
TABLE OF CONTENTS
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GENERAL POLICY STATEMENT........................................................................................1-1
Purpose and Scope of Code of Ethics......................................................................1-1
Who is Subject to the Code...............................................................................1-1
Price Associates' Status as a Fiduciary..................................................................1-2
What the Code Does Not Cover.............................................................................1-2
Compliance with the Code.................................................................................1-2
Questions Regarding the Code.............................................................................1-2
STANDARDS OF CONDUCT OF PRICE ASSOCIATES AND ITS EMPLOYEES......................................................2-1
Allocation of Client Brokerage...........................................................................2-1
Antitrust...........................................................................................2-1; 8-1
Compliance with Copyright Laws...........................................................................2-1
Computer Security...................................................................................2-1; 7-1
Conflicts of Interest....................................................................................2-1
Relationships with Profitmaking Enterprises........................................................2-1
Service with Nonprofitmaking Enterprises...........................................................2-2
Relationships with Financial Service Firms.........................................................2-2
Investment Clubs...................................................................................2-2
Confidentiality..........................................................................................2-3
Internal Operating Procedures and Planning.........................................................2-3
Clients, Fund Shareholders, and TRP Brokerage Customers............................................2-3
Investment Advice..................................................................................2-3
Investment Research................................................................................2-4
Understanding as to Clients' Accounts and Company Records
at time of Employee Termination..................................................................2-4
Corporate Responsibility............................................................................2-4; 5-1
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Employment of Former Government Employees................................................................2-5
Employment Practices.....................................................................................2-5
Equal Opportunity..................................................................................2-5
Harassment.........................................................................................2-5
Drug and Alcohol Abuse.............................................................................2-5
Past and Current Litigation..............................................................................2-6
Financial Reporting......................................................................................2-6
Health and Safety in the Workplace.......................................................................2-6
Illegal Payments.........................................................................................2-6
Marketing and Sales Activities...........................................................................2-6
Policy Regarding Acceptance and Giving of Gifts and Gratuities...........................................2-6
Receipt of Gifts...................................................................................2-7
Giving of Gifts....................................................................................2-7
Additional Requirements for the Giving of Gifts in Connection
with the Broker/Dealer...........................................................................2-7
Entertainment......................................................................................2-8
Research Trips.....................................................................................2-9
Political Activities.....................................................................................2-9
Protection of Corporate Assets..........................................................................2-10
Quality of Services.....................................................................................2-10
Record Retention........................................................................................2-10
Referral Fees...........................................................................................2-10
Release of Information to the Press.....................................................................2-10
Responsibility to Report Violations.....................................................................2-10
Service as Trustee, Executor or Personal Representative.................................................2-11
Speaking Engagements and Publications...................................................................2-11
Trading in Securities with Inside Information......................................................2-11; 3-1
STATEMENT OF POLICY ON MATERIAL, INSIDE (NON-PUBLIC) INFORMATION................................................3-1
STATEMENT OF POLICY ON SECURITIES TRANSACTIONS..................................................................4-1
STATEMENT OF POLICY ON CORPORATE RESPONSIBILITY.................................................................5-1
STATEMENT OF POLICY WITH RESPECT TO COMPLIANCE
WITH COPYRIGHT LAWS..........................................................................................6-1
STATEMENT OF POLICY WITH RESPECT TO COMPUTER SECURITY
AND RELATED ISSUES...........................................................................................7-1
STATEMENT OF POLICY ON COMPLIANCE WITH ANTITRUST LAWS...........................................................8-1
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CODE OF ETHICS
OF
T. ROWE PRICE ASSOCIATES, INC.
AND ITS AFFILIATES
INDEX
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Page
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Access Persons..................................................................................................4-3
Activities, Political...........................................................................................2-9
Alcohol Abuse...................................................................................................2-5
Allocation of Client Brokerage..................................................................................2-1
Antitrust..................................................................................................2-1; 8-1
Approved Company Rating Changes................................................................................4-11
Assets, Protection of Corporate................................................................................2-10
Association of Investment Management and Research ("AIMR")......................................................2-6
Brokerage Accounts.......................................................................................4-11; 4-12
Chinese Wall....................................................................................................3-6
Client Brokerage, Allocation of.................................................................................2-1
Client Limit Orders............................................................................................4-16
Code of Ethics, Compliance with.................................................................................1-2
Code of Ethics, Purpose and Scope of............................................................................1-1
Code of Ethics, Questions Regarding.............................................................................1-2
Code of Ethics, Who is Subject to...............................................................................1-1
Co-Investment by Employees with Client Investment Partnerships.................................................4-14
Computer Security..........................................................................................2-1; 7-1
Conduct, Standards of, Price Associates and its Employees.......................................................2-1
Confidentiality.................................................................................................2-3
Confidentiality of Computer Systems Activities and Information..................................................7-1
Conflicts of Interest...........................................................................................2-1
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Copyright Laws, Compliance with............................................................................2-1; 6-1
Corporate Assets, Protection of................................................................................2-10
Corporate Responsibility...................................................................................2-4; 5-1
Drug Abuse......................................................................................................2-5
Employee Co-Investment with Client Investment Partnerships.....................................................4-14
Employees, Standards of Conduct.................................................................................2-1
Employment of Former Government Employees.......................................................................2-5
Employment Practices............................................................................................2-5
Entertainment...................................................................................................2-8
Equal Opportunity...............................................................................................2-5
Exchange - Traded Index Options................................................................................4-16
Executor, Service as...........................................................................................2-11
Fees, Referral.................................................................................................2-10
Fiduciary, Price Associates' Status as a .......................................................................1-2
Financial Reporting.............................................................................................2-6
Financial Service Firms, Relationships with.....................................................................2-2
Front Running...................................................................................................4-1
General Policy Statement........................................................................................1-1
Gifts, Giving...................................................................................................2-7
Gifts, Receipt of...............................................................................................2-7
Government Employees, Employment of Former......................................................................2-5
Harassment......................................................................................................2-5
Health and Safety in the Workplace..............................................................................2-6
Illegal Payments................................................................................................2-6
Information, Release to the Press..............................................................................2-10
Initial Public Offerings........................................................................................4-9
Inside Information, Trading in Securities with.................................................................2-11
Interest, Conflicts of..........................................................................................2-1
Internet, Access to.............................................................................................7-2
Investment Clubs..........................................................................................2-2; 4-14
Investment Personnel............................................................................................4-3
Large Company Exemption for Securities Transactions............................................................4-15
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Margin Accounts................................................................................................4-15
Marketing and Sales Activities..................................................................................2-6
Non-Access Persons..............................................................................................4-4
Nonprofitmaking Enterprises, Service with.......................................................................2-2
Options and Futures............................................................................................4-16
Payments, Illegal...............................................................................................2-6
Personal Securities Holdings, Disclosure of by Access Persons..................................................4-18
Personal Representative, Service as............................................................................2-11
Political Activities............................................................................................2-9
Press, Release of Information to the...........................................................................2-10
Price Associates, Standards of Conduct..........................................................................2-1
Price Associates' Stock, Transactions in........................................................................4-5
Prior Clearance of Securities Transactions (other than Price Associates' stock).................................4-8
Private Placement, Investment In...............................................................................4-10
Private Placement Memoranda.....................................................................................3-7
Profitmaking Enterprises, Relationships with....................................................................2-1
Protection of Corporate Assets.................................................................................2-10
Publications...................................................................................................2-11
Quality of Services............................................................................................2-10
Questions Regarding the Code....................................................................................1-2
Rating Changes, Approved Company...............................................................................4-11
Record Retention...............................................................................................2-10
Referral Fees..................................................................................................2-10
Release of Information to the Press............................................................................2-10
Reporting, Financial............................................................................................2-6
Reporting, Price Associates' Stock Transactions.................................................................4-6
Reporting, Securities Transactions (other than Price Associates' stock)........................................4-12
Research Trips..................................................................................................2-9
Responsibility, Corporate..................................................................................2-4; 5-1
Restricted List.................................................................................................3-7
Retention, Record..............................................................................................2-10
Safety and Health in the Workplace..............................................................................2-6
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Securities Transactions, Reporting of (other than Price Associates' stock).....................................4-12
Services, Quality of...........................................................................................2-10
Short Sales....................................................................................................4-17
Sixty (60) Day Rule............................................................................................4-17
Software Programs, Application of Copyright Law.................................................................7-5
Speaking Engagements...........................................................................................2-11
Standards of Conduct of Price Associates and its Employees......................................................2-1
Statement, General Policy.......................................................................................1-1
Temporary Workers, Application of Code to..................................................................1-1; 4-2
Termination of Employment.......................................................................................2-4
Trading Activity...............................................................................................4-15
Trips, Research.................................................................................................2-9
Trustee, Service as............................................................................................2-11
Violations, Responsibility to Report...........................................................................2-10
Watch List......................................................................................................3-6
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March, 2000
<PAGE>
CODE OF ETHICS
OF
T. ROWE PRICE ASSOCIATES, INC.
AND ITS AFFILIATES
GENERAL POLICY STATEMENT
PURPOSE AND SCOPE OF CODE OF ETHICS. In recognition of T. Rowe Price Associates,
Inc.'s ("PRICE ASSOCIATES") commitment to maintain the highest standards of
professional conduct and ethics, the firm's Board of Directors has adopted this
Code of Ethics ("CODE") composed of Standards of Conduct and the following
Statements of Policy ("STATEMENTS"):
1. Statement of Policy on Material, Inside (Non-Public) Information
2. Statement of Policy on Securities Transactions
3. Statement of Policy on Corporate Responsibility
4. Statement of Policy with Respect to Compliance with Copyright Laws
5. Statement of Policy with Respect to Computer Security and Related Issues
6. Statement of Policy on Compliance with Antitrust Laws
The purpose of this Code is to help preserve our most valuable asset - the
reputation of Price Associates and its employees.
WHO IS SUBJECT TO THE CODE. Price Associates, its subsidiaries and their
officers, directors and employees are all subject to the Code, as are all Rowe
Price-Fleming International, Inc. ("RPFI") and T. Rowe Fleming Asset Management
Limited ("TRFAM") personnel (officers, directors, and employees) who are
stationed in Baltimore. In addition, the following persons are also subject to
the Code:
1. All temporary workers hired on the Price Associates payroll ("TRPA
TEMPORARIES");
2. All agency temporaries, whose assignments at Price Associates exceed four
weeks or whose cumulative assignments exceed eight weeks over a
twelve-month period;
3. All independent or agency-provided consultants whose assignments exceed
four weeks or whose cumulative assignments exceed eight weeks over a
twelve-month period AND whose work is closely related to the ongoing work
of Price Associates' employees (versus project work that stands apart from
ongoing work); and
4. Any contingent worker whose assignment is more than casual in nature or who
will be exposed to the kinds of information and situations that would
create conflicts on matters covered in the Code.
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PRICE ASSOCIATES' STATUS AS A FIDUCIARY. The primary responsibility of Price
Associates as an investment adviser is to render to its clients on a
professional basis unbiased and continuous advice regarding their investments.
As an investment adviser, Price Associates has a fiduciary relationship with all
of its clients, which means that it has an absolute duty of undivided loyalty,
fairness and good faith toward its clients and mutual fund shareholders and a
corresponding obligation to refrain from taking any action or seeking any
benefit for itself which would, or which would appear to, prejudice the rights
of any client or shareholder or conflict with his or her best interests.
WHAT THE CODE DOES NOT COVER. The Code was not written for the purpose of
covering all policies, rules and regulations to which employees may be subject.
As an example, T. Rowe Price Investment Services, Inc. ("INVESTMENT SERVICES")
is a member of the National Association of Securities Dealers, Inc. ("NASD")
and, as such, is required to maintain written supervisory procedures to enable
it to supervise the activities of its registered representatives and associated
persons to ensure compliance with applicable securities laws and regulations,
and with the applicable rules of the NASD and its regulatory subsidiary, NASD
Regulation, Inc. ("NASDR").
COMPLIANCE WITH THE CODE. Strict compliance with the provisions of this Code is
considered a basic condition of employment with the firm. An employee may be
required to surrender any profit realized from a transaction which is deemed to
be in violation of the Code. In addition, any breach of the Code may constitute
grounds for disciplinary action, including dismissal from employment. Employees
may appeal to the Management Committee any ruling or decision rendered with
respect to the Code.
QUESTIONS REGARDING THE CODE. Questions regarding the Code should be referred as
follows:
1. Standards of Conduct of Price Associates and its Employees: the Chairperson
of the Ethics Committee or the Director of Human Resources.
2. Statement of Policy on Material, Inside (Non-Public) Information: Legal
Department.
3. Statement of Policy on Securities Transactions: The Chairperson of the
Ethics Committee or his or her designee.
4. Statement of Policy on Corporate Responsibility: Corporate Responsibility
Committee.
5. Statement of Policy with Respect to Compliance with Copyright Laws: Legal
Department.
6. Statement of Policy with Respect to Computer Security and Related Issues:
Legal Department.
7. Statement of Policy on Compliance with Antitrust Laws: Legal Department.
March, 2000
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STANDARDS OF CONDUCT OF PRICE ASSOCIATES AND ITS EMPLOYEES
ALLOCATION OF CLIENT BROKERAGE. The firm's policies with respect to the
allocation of client brokerage are set forth in Part II of Form ADV, Price
Associates' registration statement filed with the Securities and Exchange
Commission ("SEC"). It is imperative that all employees -- especially those who
are in a position to make recommendations regarding brokerage allocation, or who
are authorized to select brokers who will execute securities transactions on
behalf of our clients -- read and become fully knowledgeable concerning our
policies in this regard. Any questions regarding our firm's allocation of client
brokerage should be addressed to the Chairperson of the Brokerage Control
Committee.
ANTITRUST. The U.S. antitrust laws are designed to ensure fair competition and
preserve the free enterprise system. Some of the most common antitrust issues
with which an employee may be confronted are in the areas of pricing (adviser
fees) and trade association activity. To ensure its employees' understanding of
these laws, Price Associates has adopted a Statement of Policy on Compliance
with Antitrust Laws. All employees should read and understand this Statement.
(See page 8-1).
COMPLIANCE WITH COPYRIGHT LAWS. To protect Price Associates and its employees,
Price Associates has adopted a Statement of Policy with Respect to Compliance
with Copyright Laws. All employees should read and understand this Statement
(see page 6-1).
COMPUTER SECURITY. Computer systems and programs play a central role in Price
Associates' operations. To establish appropriate computer security to minimize
potential for loss or disruptions to our computer operations, Price Associates
has adopted a Statement of Policy with Respect to Computer Security and Related
Issues. All employees should read and understand this Statement (see page 7-1).
CONFLICTS OF INTEREST. A direct or indirect interest in a supplier, creditor,
debtor or competitor may conflict with the interests of Price Associates. All
employees must avoid placing themselves in a "compromising position" where their
interests may be in conflict with those of Price Associates or its clients.
RELATIONSHIPS WITH PROFITMAKING ENTERPRISES. A conflict may occur when
an employee of Price Associates is also employed by another firm,
directly or as a consultant or independent contractor; has a direct
financial interest in another firm; has an immediate family financial
interest in another firm; or is a director, officer or partner of
another firm.
Employees of our firm sometimes serve as directors, officers, partners,
or in other capacities with profitmaking enterprises not related to
Price Associates or its mutual funds. Employees are generally
prohibited from serving as officers or
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directors of corporations which are approved or are likely to be
approved for purchase in our firm's client accounts.
An employee may not accept outside employment that would require him or
her to become registered (or dually registered) as a representative of
an unaffiliated broker/dealer, investment adviser, or an insurance
broker or company. An employee may also not become independently
registered as an investment adviser.
An employee who is contemplating obtaining another interest or
relationship that might conflict or appear to conflict with the
interests of Price Associates, such as accepting employment with or an
appointment as a director, officer or partner of an outside
profitmaking enterprise must receive the prior approval of the Ethics
Committee. Upon review by the Ethics Committee, the employee will be
advised in writing of the Committee's decision. Decisions by the Ethics
Committee regarding outside directorships in profitmaking enterprises
will be reviewed by the Management Committee before becoming final.
Outside business interests that will not conflict or appear to conflict
with the interests of the firm need not be reviewed by the Ethics
Committee, but must be approved by the Employee's supervisor.
Certain employees may serve as directors or as members of Creditors
Committees or in similar positions for non-public, for-profit entities
in connection with their professional activities at Price Associates.
An employee must obtain the permission of the Management Committee
before accepting such a position and must relinquish the position if
the entity becomes publicly held, unless otherwise determined by the
Management Committee.
SERVICE WITH NONPROFITMAKING ENTERPRISES. Price Associates encourages
its employees to become involved in community programs and civic
affairs. However, employees should not permit such activities to affect
the performance of their job responsibilities. Approval by the
Chairperson of the Ethics Committee must be obtained before an employee
accepts a position as a trustee or member of the Board of Directors of
any non-profit organization.
RELATIONSHIPS WITH FINANCIAL SERVICE FIRMS. In order to avoid any
actual or apparent conflicts of interest, employees are prohibited from
investing in or entering into any relationship, either directly or
indirectly, with corporations, partnerships, or other entities which
are engaged in business as a broker, a dealer, an underwriter, and/or
an investment adviser. As described above, this prohibition extends to
registration and/or licensure with an unaffiliated firm. This
prohibition, however, is not meant to prevent employees from purchasing
publicly traded securities of broker/dealers, investment advisers or
other companies engaged in the mutual fund industry. Of course, all
such purchases are subject to prior clearance and reporting procedures,
as applicable. This policy does not
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preclude an employee from engaging an outside investment adviser to
manage his or her assets.
If any member of an employee's immediate family is employed by, has a
partnership interest in, or has an equity interest of .5% or more in a
broker/dealer, investment adviser or other company engaged in the
mutual fund industry, the relationship must be reported to the Ethics
Committee.
INVESTMENT CLUBS. Access Persons (defined on p. 4-3 of the Code) must
receive the prior approval of the Chairperson of the Ethics Committee
before forming or participating in a stock or investment club.
Transactions in which Access Persons have beneficial ownership or
control (see p. 4-4) through investment clubs are subject to the firm's
Statement of Policy on Securities Transactions. Non-Access Persons
(defined on p. 4-4) do not have to receive prior approval to form or
participate in a stock or investment club and need only obtain prior
clearance of transactions in Price Associates' stock. As described on
p. 4-16, an exemption from prior clearance for an Access Person (except
for transactions in Price Associates' stock) is generally available if
the Access Person has beneficial ownership solely by virtue of his or
her spouse's participation in the club and has no investment control or
input into decisions regarding the club's securities transactions.
CONFIDENTIALITY. The exercise of confidentiality extends to four major areas of
our operations: internal operating procedures and planning; clients, fund
shareholders and TRP Brokerage customers; investment advice; and investment
research. The duty to exercise confidentiality applies not only when an employee
is with the firm, but also after he or she terminates employment with the firm.
INTERNAL OPERATING PROCEDURES AND PLANNING. During the years we have
been in business, a great deal of creative talent has been used to
develop specialized and unique methods of operations and portfolio
management. In many cases, we feel these methods give us an advantage
over our competitors, and we do not want these ideas disseminated
outside our firm. Accordingly, employees should be guarded in
discussing our business practices with outsiders. Any requests from
outsiders for specific information of this type should be cleared with
your supervisor before it is released.
Also, from time to time management holds meetings with employees in
which material, non-public information concerning the firm's future
plans is disclosed. Employees should never discuss confidential
information with, or provide copies of written material concerning the
firm's internal operating procedures or projections for the future to,
unauthorized persons outside the firm.
CLIENTS, FUND SHAREHOLDERS, AND TRP BROKERAGE CUSTOMERS. In many
instances, when clients subscribe to our services, we ask them to
disclose fully their financial status and needs. This is done only
after we have assured them that
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every member of our organization will hold this information in strict
confidence. It is essential that we respect their trust. A simple rule
for employees to follow is that the names of our clients, fund
shareholders, or TRP Brokerage customers or any information pertaining
to their investments must never be divulged to anyone outside the firm,
not even to members of their immediate families, and must never be used
as a basis for personal trades over which the employee has beneficial
interest or control.
INVESTMENT ADVICE. Because of the fine reputation our firm enjoys,
there is a great deal of public interest in what we are doing in the
market. There are two major considerations that dictate why we must not
provide investment "tips":
o From the point of view of our clients, it is not fair to give
other people information which clients must purchase.
o From the point of view of the firm, it is not desirable to create
an outside demand for a stock when we are trying to buy it for
our clients, as this will only serve to push the price up. The
reverse is true if we are selling.
In light of these considerations, employees must never disclose to
outsiders our buy and sell recommendations, securities we are
considering for future investment, or the portfolio holdings of our
clients or mutual funds.
The practice of giving investment advice informally to members of your
immediate family should be restricted to very close relatives. Any
transactions resulting from such advice are subject to the prior
approval (Access Persons only) and reporting requirements (Access
Persons AND Non-Access Persons) of the Statement of Policy on
Securities Transactions. Under no circumstances should an employee
receive compensation directly or indirectly (other than from Price
Associates or an affiliate) for rendering advice to either clients or
non-clients.
INVESTMENT RESEARCH. Any report circulated by a research analyst is
confidential in its entirety and should not be reproduced or shown to
anyone outside of our organization, except our clients where
appropriate.
UNDERSTANDING AS TO CLIENTS' ACCOUNTS AND COMPANY RECORDS AT TIME OF
EMPLOYEE TERMINATION. The accounts of clients, mutual fund
shareholders, and TRP Brokerage customers are the sole property of
Price Associates. This applies to all clients for whom Price Associates
acts as investment adviser, regardless of how or through whom the
client relationship originated and regardless of who may be the
counselor for a particular client. At the time of termination of
employment with Price Associates, an employee must: (1) surrender to
Price Associates in good condition any and all materials, reports or
records (including all copies in his or her possession or subject to
his or her control) developed by him or her or any other person which
are considered confidential information of Price Associates (except
copies of any research material in the production of
<PAGE>
which the employee participated to a material extent); and (2) refrain
from communicating, transmitting or making known to any person or firm
any information relating to any materials or matters whatsoever which
are considered by Price Associates to be confidential.
Employees must use care in disposing of any confidential records or
correspondence. Confidential material that is to be discarded should be torn up
or, if a quantity of material is involved, you should contact Document
Management for instructions regarding proper disposal.
CORPORATE RESPONSIBILITY. As a major institutional investor with a fiduciary
duty to its clients, including its mutual fund shareholders, Price Associates
has adopted a Statement of Policy on Corporate Responsibility (see page 5-1).
The purpose of this Statement is to establish formal standards and procedures to
guide Price Associates with respect to its responsibilities to deal with matters
of corporate and social responsibilities which may affect the companies in which
client assets are invested.
EMPLOYMENT OF FORMER GOVERNMENT EMPLOYEES. Federal laws and regulations govern
the employment of former employees of the U.S. Government and its agencies,
including the SEC. In addition, certain states have adopted similar statutory
restrictions. Finally, certain states and municipalities which are clients of
Price Associates have imposed contractual restrictions in this regard. Before
any action is taken to discuss employment by Price Associates of a former
government employee, guidance must be obtained from the Legal Department.
EMPLOYMENT PRACTICES
EQUAL OPPORTUNITY. Price Associates is committed to the principles of
Equal Employment. We believe our continued success depends on talented
people, without regard to race, color, religion, national origin,
gender, age, disability, sexual orientation, Vietnam era military
service or any other classification protected by federal, state or
local laws.
This commitment to Equal Opportunity covers all aspects of the
employment relationship including recruitment, application and initial
employment, promotion and transfer, selection for training
opportunities, wage and salary administration, and the application of
service, retirement, and employee benefit plan policies.
All members of T. Rowe Price staff are expected to comply with the
spirit and intent of our Equal Employment Opportunity Policy.
If you feel you have not been treated in accordance with this policy,
contact your immediate supervisor, your manager or a Human Resources
Representative. No retaliation will be taken against any employee who
reports an incident of alleged discrimination.
<PAGE>
HARASSMENT. Price Associates intends to provide employees a workplace
free from any form of harassment. This includes sexual harassment
which, banned by and punishable under the Civil Rights Act of 1964, may
result from unwelcome advances, requests for favors or any verbal or
physical conduct of a sexual nature. Such actions or statements may or
may not be accompanied by explicit or implied promises of preferential
treatment or negative consequences in connection with one's employment.
Harassment might include uninvited sex-oriented conversations,
touching, comments, jokes, suggestions or innuendos. This type of
behavior can create a stressful, intimidating and offensive atmosphere;
it may adversely affect morale and work performance.
Any employee who feels offended by the action or comments of another,
or any employee who has observed such behavior, should report the
matter, in confidence, to his or her immediate supervisor. If that
presents a problem, report the matter to the Director of Human
Resources or another person in the Human Resources Department. All
complaints will be investigated immediately and confidentially. Any
employee who has behaved in a reprehensible manner will be subject to
disciplinary action in keeping with the gravity of the offense.
DRUG AND ALCOHOL ABUSE. Price Associates has adopted a Statement of
Policy, available from Human Resources, to maintain a drug-free
workplace and prevent alcohol abuse. This policy fosters a safe,
healthful and productive environment for its employees and customers
and protects Price Associates' property, equipment, operations and
reputation in the community and the industry.
PAST AND CURRENT LITIGATION. As a condition of employment, each new employee is
required to answer a questionnaire regarding past and current civil and criminal
actions and certain regulatory matters. Price Associates uses the information
obtained through these questionnaires to answer questions asked on federal and
state registration forms and for insurance and bonding purposes. Each employee
is responsible for keeping answers on the questionnaire current. If an employee
becomes party to any proceeding that could lead to his or her conviction for any
felony or misdemeanor (other than traffic or other minor offenses) or becomes
the subject of a regulatory action by the SEC, a state, a foreign government or
any domestic or foreign self-regulatory organization relating to securities or
investment activities, he or she should notify the Legal Department promptly.
FINANCIAL REPORTING. Price Associates' records are maintained in a manner that
provides for an accurate record of all financial transactions in conformity with
generally accepted accounting principles. No false or deceptive entries may be
made and all entries must contain an appropriate description of the underlying
transaction. All reports, vouchers, bills, invoice, payroll and service records
and other essential data must be accurate, honest and timely and should provide
an accurate and complete representation of the facts.
<PAGE>
HEALTH AND SAFETY IN THE WORKPLACE. Price Associates recognizes its
responsibility to provide employees a safe and healthful workplace and proper
facilities to help them do their jobs effectively.
ILLEGAL PAYMENTS. State, federal and foreign laws prohibit the payment of
bribes, kickbacks, inducements or other illegal gratuities or payments by or on
behalf of Price Associates. Price Associates, through its policies and
practices, is committed to comply fully with these laws. The Foreign Corrupt
Practices Act makes it a crime to corruptly give, promise or authorize payment,
in cash or in kind, for any service to a foreign official or political party in
connection with obtaining or retaining business. If an employee is solicited to
make or receive an illegal payment, he or she should contact the Legal
Department.
MARKETING AND SALES ACTIVITIES. All written and oral marketing materials and
presentations (including performance data) must be in compliance with applicable
SEC, NASD, and Association of Investment Management and Research ("AIMR")
requirements. All advertisements, sales literature and other written marketing
materials (whether they be for the Price Funds, non-Price funds, or various
advisory or brokerage services) must be reviewed and approved by the advertising
section of the Legal Department prior to use. All performance data distributed
outside the firm, including total return and yield information, must be obtained
from the Performance Group before distribution.
POLICY REGARDING ACCEPTANCE AND GIVING OF GIFTS AND GRATUITIES. The firm, as
well as its employees and members of their families, should not accept or give
gifts that might in any way create or appear to create a conflict of interest or
interfere with the impartial discharge of our responsibilities to clients or
place our firm in a difficult or embarrassing position. Such gifts would include
gratuities or other accommodations from or to business contacts, brokers,
securities salespersons, approved companies, suppliers, clients, or any other
individual or organization with whom our firm has a business relationship, but
would not include certain types of business entertainment as described later in
this section.
RECEIPT OF GIFTS. Personal contacts may lead to gifts which are offered
on a friendship basis and may be perfectly proper. It must be
remembered, however, that business relationships cannot always be
separated from personal relationships and that the integrity of a
business relationship is always susceptible to criticism in hindsight
where gifts are received.
Under no circumstances may employees accept gifts from any business or
business contact in the form of cash or cash equivalents. Gift
certificates may only be accepted if used; they may not be converted to
cash except for nominal amounts not consumed when the gift certificate
is used.
There may be an occasion where it might be awkward to refuse a token
non-cash expression of appreciation given in the spirit of friendship.
In such cases, the
<PAGE>
value of all gifts received from a business contact should not exceed
$100 in any twelve-month period. The value of a gift directed to the
members of a department as a group may be divided by the number of the
employees in that Department. Gifts received which are unacceptable
according to this policy must be returned to the givers.
GIVING OF GIFTS. An employee may never give a gift to a business
contact in the form of cash or cash equivalents, including gift
certificates. Token gifts may be given to business contacts, but the
aggregate value of all such gifts given to the business contact may not
exceed $100 in any twelve-month period without the permission of the
Chairperson of the Ethics Committee. If an employee believes that it
would be appropriate to give a gift with a value exceeding $100 to a
business contact in a specific situation, he or she must submit a
written request to the Chairperson of the Ethics Committee. The request
should specify:
o the name of the giver;
o the name of the intended recipient and his or her employer;
o the nature of the gift and its monetary value;
o the nature of the business relationship; and
o the reason the gift is being given.
NASD regulations prohibit exceptions to the $100 limit for gifts given
in connection with Investment Services' business. Baltimore/Legal
Compliance will retain a record of all such gifts.
ADDITIONAL REQUIREMENTS FOR THE GIVING OF GIFTS IN CONNECTION WITH THE
BROKER/DEALER. NASD Conduct Rule 3060 imposes stringent reporting
requirements for gifts given to any principal, employee, agent or
similarly situated person where the gift is in connection with
Investment Services' business with the person's employer. Examples of
gifts that fall under this rule would include any gift given to an
employee of a company to which our firm provides investment products
such as mutual funds (e.g., many 401(k) plans) or to which we are
marketing investment products. Under this NASD rule, gifts may not
exceed $100 (without exception) and persons associated with Investment
Services, including its registered representatives, must report EACH
such gift.
The NASD reporting requirement is normally met when an item is ordered
electronically from the Corporate Gift website. If a gift is obtained
from another source, it must be reported to Baltimore/Legal Compliance.
The report to Baltimore Legal/Compliance must include:
o the name of the giver;
o the name of the recipient and his or her employer;
<PAGE>
o the nature of the gift and its monetary value;
o the nature of the business relationship; and
o the date the gift was given.
ENTERTAINMENT. Our firm's $100 limit on the acceptance and giving of
gifts not only applies to gifts of merchandise, but also covers the
enjoyment or use of property or facilities for weekends, vacations,
trips, dinners, and the like. However, this limitation does not apply
to dinners, sporting events and other activities which are a normal
part of a business relationship. To illustrate this principle, the
following examples are provided:
First Example: The head of institutional research at brokerage
firm "X" (whom you have known and done business with for a
number of years) invites you and your wife to join her and her
husband for dinner and afterwards a theatrical production.
Second Example: You are going to New York for a weekend with
your wife. You wish to see a recent Broadway hit, but are told
it is sold out. You call a broker friend who works at company
"X" to see if he can get tickets for you. The broker says yes
and offers you two tickets free of charge.
Third Example: You have been invited by a vendor to a
multi-day excursion to a resort where the primary focus is
entertainment as opposed to business. The vendor has offered
to pay your travel and lodging for this trip.
In the first example, it would be proper for you to accept the
invitation.
With respect to the second example, it would not be proper to solicit a
person doing business with the firm for free tickets to any event. You
could, however, accept the tickets if you pay for them at their fair
value or, if greater, at the cost to the broker.
With respect to the third example, trips of substantial value, such as
multi-day excursions to resorts, hunting locations or sports events,
where the primary focus is entertainment as opposed to business
activities, would not be considered a normal part of a business
relationship. Generally, such invitations may not be accepted unless
our firm or the employee pays for the cost of the excursion and the
employee has obtained approval from his or her Division Head.
<PAGE>
The same principles apply if an employee wishes to entertain a business contact.
Inviting business contacts and, if appropriate, their guests, to an occasional
meal, sporting event, the theater, or comparable entertainment is acceptable as
long as it is neither so frequent nor so extensive as to raise any question of
propriety. If an employee wishes to pay for a business guest=s transportation
(e.g., airfare) and/or accommodations as part of business entertainment, he or
she must first receive the permission of the Chairperson of the Ethics
Committee.
RESEARCH TRIPS. Occasionally, brokers or portfolio companies invite employees of
our firm to attend or participate in research conferences, tours of portfolio
companies' facilities, or meetings with the management of such companies. These
invitations may involve traveling extensive distances to and from the sites of
the specified activities and may require overnight lodging. Employees may not
accept any such invitations until approval has been secured from their Division
heads. As a general rule, such invitations should only be accepted after a
determination has been made that the proposed activity constitutes a valuable
research opportunity which will be of primary benefit to our clients. All travel
expenses to and from the sites of the activities, and the expenses of any
overnight lodging, meals or other accommodations provided in connection with
such activities, should be paid for by our firm except in situations where the
costs are considered to be insubstantial and are not readily ascertainable.
Employees may not accept reimbursement from brokers or portfolio companies for:
travel and hotel expenses; speaker fees or honoraria for addresses or papers
given before audiences; or consulting services or advice they may render.
Likewise, employees may neither request nor accept loans or personal services
from brokers or portfolio companies.
POLITICAL ACTIVITIES. Employees are encouraged to participate and vote in all
federal, state and local elections. All officers and directors of Price
Associates are required to disclose certain Maryland local and state political
contributions on a semi-annual basis (a Political Contribution Questionnaire is
sent to officers and directors each January and July).
No political contribution of corporate funds, direct or indirect, to any
political candidate or party, or to any other organization that might use the
contribution for a political candidate or party, or use of corporate property,
services or other assets may be made without the written approval of the Legal
Department. These prohibitions cover not only direct contributions but also
indirect assistance or support of candidates or political parties through
purchase of tickets to special dinners or other fund raising events, or the
furnishing of any other goods, services or equipment to political parties or
committees.
PROTECTION OF CORPORATE ASSETS. All employees are responsible for taking
measures to ensure that Price Associates' assets are properly protected. This
responsibility not only applies to our business facilities, equipment and
supplies, but also to intangible assets such as proprietary, research or
marketing information, corporate trademarks and servicemarks, and copyrights.
<PAGE>
QUALITY OF SERVICES. It is a continuing policy of Price Associates to provide
investment products and services which: (1) meet applicable laws, regulations
and industry standards; (2) are offered to the public in a manner which ensures
that each client/shareholder understands the objectives of each investment
product selected; and (3) are properly advertised and sold in accordance with
all applicable SEC, state and NASD rules and regulations.
The quality of Price Associates' investment products and services and operations
affects our reputation, productivity, profitability and market position. Price
Associates' goal is to be a quality leader and to create conditions that allow
and encourage all employees to perform their duties in an efficient, effective
manner.
RECORD RETENTION. Under various federal and state laws and regulations, Price
Associates is required to produce, maintain and retain various records,
documents and other written (including electronic) communications. Each employee
is responsible for adhering to Price Associates' record maintenance and
retention policies.
REFERRAL FEES. Federal securities laws strictly prohibit the payment of any type
of referral fee unless certain conditions are met. This would include any
compensation to persons who refer clients or shareholders to us (e.g., brokers,
registered representatives or any other persons) either directly in cash, by fee
splitting, or indirectly by the providing of gifts or services (including the
allocation of brokerage). No arrangements should be entered into obligating
Price Associates or any employee to pay a referral fee unless approved by the
Legal Department.
RELEASE OF INFORMATION TO THE PRESS. All requests for information from the media
concerning T. Rowe Price Associates' corporate affairs, mutual funds, investment
services, investment philosophy and policies, and related subjects should be
referred to the Public Relations Department for reply. Investment professionals
who are contacted directly by the press concerning a particular fund's
investment strategy or market outlook may use their own discretion, but are
advised to check with the Public Relations Department if they do not know the
reporter or feel it may be inappropriate to comment on a particular matter.
RESPONSIBILITY TO REPORT VIOLATIONS. Every employee who becomes aware of a
violation of this Code is encouraged to report, on a confidential basis, the
violation to his or her supervisor. If the supervisor appears to be involved in
the wrongdoing, the report should be made to the next level of supervisory
authority or to the Director of the Human Resources Department. Upon
notification of the alleged violation, the supervisor is obligated to advise the
Legal Department.
It is Price Associates' policy that no adverse action will be taken against any
employee who reports a violation in good faith.
SERVICE AS TRUSTEE, EXECUTOR OR PERSONAL REPRESENTATIVE. Employees may serve as
trustees, co-trustees, executors or personal representatives for the estates of
or trusts
<PAGE>
created by close family members. Employees may also serve in such capacities for
estates or trusts created by nonfamily members. However, if an Access Person
expects to be actively involved in an investment capacity in connection with an
estate or trust created by a nonfamily member, he or she must first be granted
permission by the Ethics Committee. If an employee serves in any of these
capacities, securities transactions effected in such accounts will be subject to
the prior approval (Access Persons only) and reporting requirements (Access
Persons AND Non-Access Persons) of our Statement of Policy on Securities
Transactions.
If any employees presently serve in any of these capacities for nonfamily
members, they should report these relationships in writing to the Ethics
Committee.
SPEAKING ENGAGEMENTS AND PUBLICATIONS. Employees are often asked to accept
speaking engagements on the subject of investments, finance, or their own
particular specialty with our organization. This is encouraged by the firm, as
it enhances our public relations, but you should obtain approval from the head
of your Division before you accept such requests. You may also accept an offer
to teach a course or seminar on investments or related topics (for example, at a
local college) in your individual capacity with the approval of the head of your
Division and provided the course is in compliance with the Guidelines found in
Investment Services= Compliance Manual.
Before making any commitment to write or publish any article or book on a
subject related to investments or your work at Price Associates, approval should
be obtained from your Division head.
TRADING IN SECURITIES WITH INSIDE INFORMATION. The purchase or sale of
securities while in possession of material, inside information is prohibited by
state and federal laws. Information is considered inside and material if it has
not been publicly disclosed and is sufficiently important that it would affect
the decision of a reasonable person to buy, sell or hold stock in a company,
including Price Associates' stock. Under no circumstances may an employee
transmit such information to any other person, except to other employees who are
required to be kept informed on the subject. All employees should read and
understand the Statement of Policy on Material, Inside (Non-Public) Information
(see page 3-1).
March, 2000
<PAGE>
T. ROWE PRICE ASSOCIATES, INC.
STATEMENT OF POLICY
ON
MATERIAL, INSIDE (NON-PUBLIC) INFORMATION
INTRODUCTION. "Insider trading" is a top enforcement priority of the Securities
and Exchange Commission. In 1988, the Insider Trading and Securities Fraud
Enforcement Act (the "ACT") was signed into law. This Act has had a far reaching
impact on all public companies and especially those engaged in the securities
brokerage or investment advisory industries, including directors, executive
officers and other controlling persons of such companies. While the Act does not
provide a statutory definition of "insider trading," it contained major changes
to the previous law. Specifically, the Act:
WRITTEN PROCEDURES. Requires SEC-registered brokers, dealers and
investment advisers to establish, maintain and enforce written policies
and procedures reasonably designed to prevent the misuse of material,
non-public information by such persons.
CIVIL PENALTIES. Imposes severe civil penalties on brokerage firms,
investment advisers, their management and advisory personnel and other
"controlling persons" who fail to take adequate steps to prevent insider
trading and illegal tipping by employees and other "controlled persons."
Persons who directly or indirectly control violators, including entities
such as Price Associates and their officers and directors, face penalties
to be determined by the court in light of the facts and circumstances, but
not to exceed the greater of $1,000,000 or three times the amount of
profit gained or loss avoided as a result of the violation.
CRIMINAL PENALTIES. Provides as penalties for criminal securities law
violations:
o Maximum jail term -- from five to ten years;
o Maximum criminal fine for individuals -- from $100,000 to
$1,000,000;
o Maximum criminal fine for entities -- from $500,000 to
$2,500,000.
PRIVATE RIGHT OF ACTION. Establishes a statutory private right of action
on behalf of contemporaneous traders against insider traders and their
controlling persons.
BOUNTY PAYMENTS. Authorizes the SEC to award bounty payments to persons
who provide information leading to the successful prosecution of insider
trading violations. Bounty payments are at the discretion of the SEC, but
may not exceed 10% of the penalty imposed.
PURPOSE OF STATEMENT OF POLICY. The purpose of this Statement of Policy
("STATEMENT") is to comply with the Act's requirement to establish, maintain,
and enforce written procedures designed to prevent insider trading. This
Statement explains: (i) the general
<PAGE>
legal prohibitions and sanctions regarding insider trading; (ii) the meaning of
the key concepts underlying the prohibitions; (iii) the obligations of each
employee of Price Associates in the event he or she comes into possession of
material, non-public information; and (iv) the firm's educational program
regarding insider trading. Price Associates has also adopted a Statement of
Policy on Securities Transactions (see page 4-1), which requires both Access
Persons (see p. 4-3) and Non-Access Persons (see p. 4-4) to obtain prior
clearance with respect to their transactions in Price Associates' stock and
requires Access Persons to obtain prior clearance with respect to all pertinent
securities transactions. In addition, both Access Persons and Non-Access Persons
are required to report such transactions on a timely basis to the firm.
THE BASIC INSIDER TRADING PROHIBITION. The "insider trading" doctrine under
federal securities laws generally prohibits any person (including investment
advisers) from:
o trading in a security while in possession of material, non-public
information regarding the issuer of the security;
o tipping such information to others;
o recommending the purchase or sale of securities while in possession of
such information;
o assisting someone who is engaged in any of the above activities.
Thus, "insider trading" is not limited to insiders of the company whose
securities are being traded. It can also apply to non-insiders, such as
investment analysts, portfolio managers and stockbrokers. In addition, it is not
limited to persons who trade. It also covers persons who tip material,
non-public information or recommend transactions in securities while in
possession of such information.
POLICY OF PRICE ASSOCIATES ON INSIDER TRADING. It is the policy of Price
Associates and its affiliates to forbid any of their officers, directors, or
employees, while in possession of material, non-public information, from trading
securities or recommending transactions, either personally or in its proprietary
accounts or on behalf of others (including mutual funds and private accounts),
or communicating material, non-public information to others in violation of
federal securities laws.
"NEED TO KNOW" POLICY. All information regarding planned, prospective or ongoing
securities transactions must be treated as confidential. Such information must
be confined, even within the firm, to only those individuals and departments who
must have such information in order for Price Associates to carry out its
engagement properly and effectively. Ordinarily, these prohibitions will
restrict information to only those persons who are involved in the matter.
TRANSACTIONS INVOLVING PRICE ASSOCIATES' STOCK. Officers, directors and
employees are reminded that they are "insiders" with respect to Price Associates
since Price Associates is a public company and its stock is traded in the
over-the-counter market. It is therefore important that employees not discuss
with family, friends or other persons any matter
<PAGE>
concerning Price Associates which might involve material, non-public
information, whether favorable or unfavorable.
SANCTIONS. Penalties for trading on material, non-public information are severe,
both for the individuals involved in such unlawful conduct and their employers.
An employee of Price Associates who violates the insider trading laws can be
subject to some or all of the penalties described below, even if he or she does
not personally benefit from the violation:
o Injunctions;
o Treble damages;
o Disgorgement of profits;
o Criminal fines; o Jail sentences;
o Civil penalties for the person who committed the violation (which
would, under normal circumstances, be the employee and not the firm)
of up to three times the profit gained or loss avoided, whether or not
the individual actually benefitted; and
o Civil penalties for Price Associates (and other persons, such as
managers and supervisors, who are deemed to be controlling persons) of
up to the greater of $1,000,000 or three times the amount of the
profit gained or loss avoided.
In addition, any violation of this Statement can be expected to result in
serious sanctions being imposed by Price Associates, including dismissal of the
person(s) involved.
BASIC CONCEPTS OF INSIDER TRADING. The four critical concepts in insider trading
cases are: (1) fiduciary duty/misappropriation, (2) materiality, (3) non-public,
and (4) possession. Each concept is discussed below.
FIDUCIARY DUTY/MISAPPROPRIATION. In two decisions, Dirks v. SEC and Chiarella v.
United States, the United States Supreme Court held that insider trading and
tipping violate the federal securities law if the trading or tipping of the
information results in a breach of duty of trust or confidence.
A typical breach of duty arises when an insider, such as a corporate officer,
purchases securities of his or her corporation on the basis of material,
non-public information. Such conduct breaches a duty owed to the corporation's
shareholders. The duty breached, however, need not be to shareholders to support
liability for insider trading; it could also involve a breach of duty to a
client, an employer, employees, or even a personal acquaintance. For example,
courts have held that if the insider receives a personal benefit (either direct
or indirect) from the disclosure, such as a pecuniary gain or reputational
benefit, that would be enough to find a fiduciary breach.
<PAGE>
The concept of who constitutes an "insider" is broad. It includes officers,
directors and employees of a company. In addition, a person can be a "temporary
insider" if he or she enters into a confidential relationship in the conduct of
a company's affairs and, as a result, is given access to information solely for
the company's purpose. A temporary insider can include, among others, a
company's attorneys, accountants, consultants, and bank lending officers, as
well as the employees of such organizations. In addition, any person may become
a temporary insider of a company if he or she advises the company or provides
other services, provided the company expects such person to keep any material,
non-public information disclosed confidential.
Court decisions have held that under a "misappropriation" theory, an outsider
(such as an investment analyst) may be liable if he or she breaches a duty to
anyone by: (1) obtaining information improperly, or (2) using information that
was obtained properly for an improper purpose. For example, if information is
given to an analyst on a confidential basis and the analyst uses that
information for trading purposes, liability could arise under the
misappropriation theory. Similarly, an analyst who trades in breach of a duty
owed either to his or her employer or client may be liable under the
misappropriation theory. For example, the Supreme Court upheld the
misappropriation theory when a lawyer received material, non-public information
from a law partner who represented a client contemplating a tender offer, where
that lawyer used the information to trade in the securities of the target
company.
The situations in which a person can trade while in possession of material,
non-public information without breaching a duty are so complex and uncertain
that the only safe course is not to trade, tip or recommend securities while in
possession of material, non-public information.
MATERIALITY. Insider trading restrictions arise only when the information that
is used for trading, tipping or recommendations is "material." The information
need not be so important that it would have changed an investor's decision to
buy or sell; rather, it is enough that it is the type of information on which
reasonable investors rely in making purchase, sale, or hold decisions.
RESOLVING CLOSE CASES. The Supreme Court has held that, in close cases,
doubts about whether or not information is material should be resolved in
favor of a finding of materiality. You should also be aware that your
judgment regarding materiality may be reviewed by a court or the SEC with
the 20-20 vision of hindsight.
EFFECT ON MARKET PRICE. Any information that, upon disclosure, is likely
to have a significant impact on the market price of a security should be
considered material.
FUTURE EVENTS. The materiality of facts relating to the possible
occurrence of future events depends on the likelihood that the event will
occur and the significance of the event if it does occur.
<PAGE>
ILLUSTRATIONS. The following list, though not exhaustive, illustrates the
types of matters that might be considered material: a joint venture,
merger or acquisition; the declaration or omission of dividends; the
acquisition or loss of a significant contract; a change in control or a
significant change in management; a call of securities for redemption; the
borrowing of a significant amount of funds; the purchase or sale of a
significant asset; a significant change in capital investment plans; a
significant labor dispute or disputes with subcontractors or suppliers; an
event requiring a company to file a current report on Form 8-K with the
SEC; establishment of a program to make purchases of the company's own
shares; a tender offer for another company's securities; an event of
technical default or default on interest and/or principal payments;
advance knowledge of an upcoming publication that is expected to affect
the market price of the stock.
These illustrations are equally applicable to Price Associates as a public
company and should serve as examples of the types of matters that
employees should not discuss with persons outside the firm. Remember, even
though you may have no intent to violate any federal securities law, an
offhand comment to a friend might be used unbeknownst to you by such
friend to effect purchases or sales of Price Associates' stock. If such
transactions were discovered and your friend were prosecuted, your status
as an informant or "tipper" would directly involve you in the case.
NON-PUBLIC VS. PUBLIC INFORMATION. Any information which is not "public" is
deemed to be "non-public." Just as an investor is permitted to trade on the
basis of information that is not material, he or she may also trade on the basis
of information that is public. Information is considered public if it has been
disseminated in a manner making it available to investors generally. An example
of non-public information would include material information provided to a
select group of analysts but not made available to the investment community at
large. Set forth below are a number of ways in which non-public information may
be made public.
DISCLOSURE TO NEWS SERVICES AND NATIONAL PAPERS. The U.S. stock exchanges
require exchange-traded issuers to disseminate material, non-public
information about their companies to: (1) the national business and
financial newswire services (Dow Jones and Reuters); (2) the national
service (Associated Press); and (3) The New York Times and The Wall Street
Journal.
LOCAL DISCLOSURE. An announcement by an issuer in a local newspaper might
be sufficient for a company that is only locally traded, but might not be
sufficient for a company that has a national market.
INFORMATION IN SEC REPORTS. Information contained in reports filed with
the SEC will be deemed to be public.
<PAGE>
INFORMATION IN BROKERAGE REPORTS. Information published in bulletins and
research reports disseminated by brokerage firms will, as a general
matter, be deemed to be public.
If Price Associates is in possession of material, non-public information with
respect to a security before such information is disseminated to the public
(i.e., such as being disclosed in one of the public media described above),
Price Associates and its employees must wait a sufficient period of time after
the information is first publicly released before trading or initiating
transactions to allow the information to be fully disseminated.
CONCEPT OF POSSESSION. It is important to note that the SEC takes the position
that the law regarding insider trading prohibits any person from trading in a
security in violation of a duty of trust and confidence WHILE in possession of
material, non-public information regarding the security. This is in contrast to
trading ON THE BASIS of the material, non-public information. To illustrate the
problems created by the use of the "possession" standard, as opposed to the
"caused" standard, the following three examples are provided:
FIRST, if the investment committee to a Price mutual fund were to obtain
material, non-public information about one of its portfolio companies from
a Price equity research analyst, that fund would be prohibited from
trading in the securities to which that information relates. The
prohibition would last until the information is no longer material or
non-public.
SECOND, if the investment committee to a Price mutual fund obtained
material, non-public information about a particular portfolio security but
continued to trade in that security, then the committee members, Price
Associates, and possibly management personnel might be liable for insider
trading violations.
THIRD, even if the investment committee to the Fund does not come into
possession of the material, non-public information known to the equity
research analyst, if it trades in the security, it may have a difficult
burden of proving to the SEC or to a court that it was not in possession
of such information.
TENDER OFFERS. Tender offers are subject to particularly strict regulation under
the securities laws. Specifically, trading in securities which are the subject
of an actual or impending tender offer by a person who is in possession of
material, non-public information relating to the offer is illegal, regardless of
whether there was a breach of fiduciary duty. Under no circumstances should you
trade in securities while in possession of material, non-public information
regarding a potential tender offer.
PROCEDURES TO BE FOLLOWED WHEN RECEIVING MATERIAL, NON-PUBLIC INFORMATION.
Whenever an employee comes into possession of material, non-public information,
he or she should immediately contact the Legal Department and refrain from
disclosing the information to anyone else, including persons within Price
Associates, unless specifically advised to the contrary.
<PAGE>
Specifically, employees may not:
o Trade in securities to which the material, non-public information
relates;
o Disclose the information to others;
o Recommend purchases or sales of the securities to which the
information relates.
If the Legal Department determines that the information is material and
non-public, it will decide whether to:
o Place the security on a Watch List ("WATCH LIST") and restrict the
flow of the information to others within Price Associates in order to
allow Price Associates' investment personnel to continue their
ordinary investment activities. This procedure is commonly referred to
as a CHINESE WALL; or
o Place the security on a Restricted List ("RESTRICTED LIST") in order
to prohibit trading in the security by both clients and employees.
The Watch List is highly confidential and should, under no circumstances, be
disseminated to anyone except authorized personnel in the Legal Department. The
Restricted List is also highly confidential and should, under no circumstances,
be disseminated to anyone outside Price Associates.
The employee whose possession of or access to inside information has caused the
inclusion of an issuer on the Watch List may never trade or recommend the trade
of the securities of that issuer without the specific prior approval of the
Legal Department.
If an employee receives a private placement memorandum and the existence of the
private offering and/or the contents of the memorandum is material and
non-public, the employee should contact the Legal Department for a determination
of whether the issuer should be placed on the Watch or Restricted List.
SPECIFIC PROCEDURES RELATING TO THE SAFEGUARDING OF INSIDE INFORMATION.
To ensure the integrity of the Chinese Wall, and the confidentiality of
the Restricted List, it is important that ALL EMPLOYEES take the following steps
to safeguard the confidentiality of material, non-public information:
o Do not discuss confidential information in public places such as
elevators, hallways or social gatherings;
o To the extent practical, limit access to the areas of the firm where
confidential information could be observed or overheard to employees
with a business need for being in the area;
<PAGE>
o Avoid using speaker phones in areas where unauthorized persons may
overhear conversations;
o Where appropriate, maintain the confidentiality of client identities
by using code names or numbers for confidential projects;
o Exercise care to avoid placing documents containing confidential
information in areas where they may be read by unauthorized persons
and store such documents in secure locations when they are not in use;
and
o Destroy copies of confidential documents no longer needed for a
project.
Price Associates has adopted specific written procedures, Procedures
Pertaining to the Administration of the Statement of Policy on Material, Inside
(Non-Public) Information ("PROCEDURES") to deal with those situations where
employees of the firm are in possession of material, non-public information with
respect to securities which may be in or are being considered for inclusion in
the portfolios of clients managed by other areas of the firm and when tender
offer financing information is received. These Procedures also describe the
procedures for managing relationship conflicts in the municipal area. These
Procedures have been designed to isolate and keep confidential material,
non-public information known to one investment group or employee from the
remainder of the firm. They are considered a part of this Statement and will be
distributed to all appropriate personnel.
EDUCATION PROGRAM. While the probability of research analysts and portfolio
managers being exposed to material, non-public information with respect to
companies considered for investment by clients is greater than that of other
employees, it is imperative that all employees have a full understanding of this
Statement, particularly since the insider trading restrictions also apply to
transactions in the stock of Price Associates.
To ensure that all employees are properly informed of and understand Price
Associates' policy with respect to insider trading, the following program has
been adopted.
INITIAL REVIEW FOR NEW EMPLOYEES. All new employees will be given a copy
of the Code, which includes this Statement, at the time of their
employment and will be required to certify that they have read it. A
representative of the Legal Department will review the Statement with each
new portfolio manager, research analyst, and trader, as well as with any
person who joins the firm as a vice president of Price Associates,
promptly after his or her employment.
DISTRIBUTION OF STATEMENT. Any time this Statement is materially revised,
copies will be distributed to all employees.
<PAGE>
ANNUAL REVIEW WITH RESEARCH ANALYSTS, COUNSELORS AND TRADERS. A
representative of the Legal Department will review this Statement at least
annually with portfolio managers, research analysts, and traders.
ANNUAL CONFIRMATION OF COMPLIANCE. All employees will be asked to confirm
their understanding of and adherence to this Statement on an annual basis.
QUESTIONS. If you have any questions with respect to the interpretation or
application of this Statement, you are encouraged to discuss them with your
immediate supervisor or the Legal Department.
March, 2000
<PAGE>
T. ROWE PRICE ASSOCIATES, INC.
STATEMENT OF POLICY
ON
SECURITIES TRANSACTIONS
BACKGROUND INFORMATION.
LEGAL REQUIREMENT. In accordance with the requirements of the Securities
Exchange Act of 1934, the Investment Company Act of 1940, the Investment
Advisers Act of 1940 and the Insider Trading and Securities Fraud
Enforcement Act of 1988, T. Rowe Price Associates, Inc. ("PRICE
ASSOCIATES") and the mutual funds ("TRPA FUNDS") which it manages have
adopted this Statement of Policy on Securities Transactions
("STATEMENT"). Both Rowe Price-Fleming International, Inc. ("RPFI") and
T. Rowe Fleming Asset Management Limited ("TRFAM") have also adopted
Statements of Policy on Securities Transactions. Funds sponsored and
managed by Price Associates or RPFI will be referred to as the "PRICE
FUNDS."
PRICE ASSOCIATES' FIDUCIARY POSITION. As an investment adviser, Price
Associates is in a fiduciary position which requires it to act with an
eye only to the benefit of its clients, avoiding those situations which
might place, or appear to place, the interests of Price Associates or
its officers, directors and employees in conflict with the interests of
clients.
PURPOSE OF STATEMENT. The Statement was developed to help guide Price
Associates' employees and independent directors and the independent
directors of the Price Funds in the conduct of their personal
investments and to:
o eliminate the possibility of a transaction occurring that the
Securities and Exchange Commission or other regulatory bodies
would view as illegal, such as FRONT RUNNING (see definition
below);
o avoid situations where it might appear that Price Associates or
the Price Funds or any of their officers, directors or employees
had personally benefited at the expense of a client or fund
shareholder or taken inappropriate advantage of their fiduciary
positions; and
o prevent, as well as detect, the misuse of material, non-public
information.
Employees and the independent directors of Price Associates and the
Price Funds are urged to consider the reasons for the adoption of this
Statement. Price Associates' and the Price Funds' reputations could be
adversely affected as the result of even a single transaction considered
questionable in light of the fiduciary duties of Price Associates and
the independent directors of the Price Funds.
<PAGE>
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 similar transactions for its clients in order to take
advantage of or avoid changes in market prices effected by client
transactions.
PERSONS SUBJECT TO STATEMENT. The provisions of this Statement apply as
described below to the following persons and entities. Each person and entity is
classified as either an Access Person or a Non-Access Person as described below.
The provisions of this Statement may also apply to an Access Person's or
Non-Access Person's spouse, minor children, and certain other relatives, as
further described on page 4-4 of this Statement. Access Persons are subject to
all provisions of this Statement. Non-Access Persons are subject to the general
principles of the Statement and its reporting requirements, but are exempt from
prior clearance requirements except for transactions in Price Associates' stock.
The persons and entities covered by this Statement are:
PRICE ASSOCIATES. Price Associates, each of its subsidiaries and their
retirement plans, and the Price Associates Employee Partnerships.
PERSONNEL. Each officer, inside director and employee of Price Associates
and its subsidiaries, including T. Rowe Price Investment Services, Inc.,
the principal underwriter of the Price Funds.
CERTAIN TEMPORARY WORKERS. These workers include:
o All temporary workers hired on the Price Associates payroll ("TRPA
TEMPORARIES");
o All agency temporaries whose assignments at Price Associates exceed four
weeks or whose cumulative assignments exceed eight weeks over a
twelve-month period;
o All independent or agency-provided consultants whose assignments exceed
four weeks or whose cumulative assignments exceed eight weeks over a
twelve-month period AND whose work is closely related to the ongoing work
of Price Associates' employees (versus project work that stands apart from
ongoing work); and
o Any contingent worker whose assignment is more than casual in nature or
who will be exposed to the kinds of information and situations that would
create conflicts on matters covered in the Code.
RPFI PERSONNEL. As stated in the first paragraph, a Statement of Policy on
Securities Transactions has been adopted by RPFI. Under that Statement,
all RPFI
<PAGE>
personnel (officers, directors and employees) stationed in Baltimore will
be subject to this Statement.
TRFAM PERSONNEL. As stated in the first paragraph, a Statement of Policy on
Securities Transactions has been adopted by TRFAM. Under that Statement,
all TRFAM personnel (officers, directors, and employees) stationed in
Baltimore will be subject to this Statement.
RETIRED EMPLOYEES. Retired employees of Price Associates who continue to
receive investment research information from Price Associates.
INDEPENDENT DIRECTORS OF PRICE ASSOCIATES AND THE PRICE FUNDS. The independent
directors of Price Associates include those directors of Price Associates who
are neither officers nor employees of Price Associates. The independent
directors of the Price Funds include those directors of the Price Funds who are
not deemed to be "interested persons" of Price Associates.
Although subject to the general principles of this Statement, including the
definition of "beneficial ownership," independent directors are subject only to
modified reporting requirements. The independent directors of the Price Funds
are exempt from prior clearance requirements. The independent directors of Price
Associates are exempt from the prior clearance requirements except for Price
Associates' stock.
ACCESS PERSONS. Certain persons and entities are classified as "ACCESS PERSONS"
under the Code. The term "ACCESS PERSON" means:
o Price Associates;
o any officer (vice president or above) or director (excluding
independent directors) of Price Associates or the Price Funds;
o any employee of Price Associates or the Price Funds who, in connection
with his or her regular functions or duties, makes, participates in,
or obtains or has access to information regarding the purchase or sale
of securities by a Price Fund or other advisory client, or whose
functions relate to the making of any recommendations with respect to
the purchases or sales; or
o any person in a control relationship to Price Associates or a Price
Fund who obtains or has access to information concerning
recommendations made to a Price Fund or other advisory client with
regard to the purchase or sale of securities by the Price Fund or
advisory client.
All Access Persons are notified of their status under the Code.
INVESTMENT PERSONNEL. An Access Person is further identified as "INVESTMENT
PERSONNEL" if, in connection with his or her regular functions or duties,
he or she
<PAGE>
"makes or participates in making recommendations regarding the purchase or
sale of securities" by a Price Fund or other advisory client.
The term "Investment Personnel" includes, but is not limited to:
o those employees who are authorized to make investment decisions or to
recommend securities transactions on behalf of the firm's clients
(investment counselors and members of the mutual fund advisory
committees);
o research and credit analysts; and
o traders who assist in the investment process.
All Investment Personnel are deemed Access Persons under the Code. All
Investment Personnel are notified of their status under the Code.
Investment Personnel are prohibited from investing in initial public
offerings.
NON-ACCESS PERSONS. Persons who do not fall within the definition of Access
Persons are deemed "NON-ACCESS PERSONS".
QUESTIONS ABOUT THE STATEMENT. You are urged to seek the advice of the
Chairperson of the Ethics Committee when you have questions as to the
application of this Statement to individual circumstances.
TRANSACTIONS SUBJECT TO STATEMENT. Except as provided below, the provisions of
this Statement apply to transactions that fall under either one of the following
two conditions:
FIRST, you are a "BENEFICIAL OWNER" of the security under the Rule 16a-1 of the
Securities Exchange Act of 1934 ("EXCHANGE ACT"), as defined below.
SECOND, if you CONTROL or direct securities trading for another person or
entity, those trades are subject to this Statement even if you are not a
beneficial owner of the securities. For example, if you have an exercisable
trading authorization of an unrelated person's or entity's brokerage account, or
are directing another person's or entity's trades, those transactions will be
subject to this Statement to the same extent your personal trades would be,
unless exempted as described below.
DEFINITION OF BENEFICIAL OWNER. A "beneficial owner" is any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship,
or otherwise, has or shares in the opportunity, directly or indirectly, to
profit or share in any profit derived from a transaction in the security.
A person has beneficial ownership in:
<PAGE>
o securities held by members of the person's immediate family SHARING
THE SAME HOUSEHOLD, although the presumption of beneficial ownership
may be rebutted;
o a person's interest in securities held by a trust, which may include
both trust beneficiaries or trustees with investment control;
o a person's right to acquire securities through the exercise or
conversion of any derivative security, whether or not presently
exercisable;
o a general partner's proportionate interest in the portfolio securities
held by a general or limited partnership;
o certain performance-related fees other than an asset-based fee,
received by any broker, dealer, bank, insurance company, investment
company, investment adviser, investment manager, trustee or person or
entity performing a similar function; and
o a person's right to dividends that is separated or separable from the
underlying securities. Otherwise, right to dividends alone shall not
represent beneficial ownership in the securities.
A shareholder shall not be deemed to have beneficial ownership in the portfolio
securities held by a corporation or similar entity in which the person owns
securities if the shareholder is not a controlling shareholder of the entity and
does not have or share investment control over the entity's portfolio.
REQUESTS FOR EXEMPTIONS. If you have beneficial ownership of a security, any
transaction involving that security is presumed to be subject to the relevant
requirements of this Statement, UNLESS you have no control over the transaction.
Such a situation MAY arise, for example, if you have delegated investment
authority to an independent investment adviser, or your spouse has an
independent trading program in which you have no input. Similarly, if your
spouse has investment control over, but no beneficial ownership in, an unrelated
account, an exemption may be appropriate.
If you are involved in an investment account for a family situation, trust,
partnership, corporation, etc., which you feel should not be subject to the
Statement's relevant prior approval and/or reporting requirements, you should
submit a written request for clarification or exemption to Baltimore
Legal/Compliance (Attn. D. Jones). Any such request for clarification or
exemption should name the account, your interest in the account, the persons or
firms responsible for its management, and the basis upon which the exemption is
being claimed. Exemptions are NOT self-executing; any exemption must be granted
through Baltimore Legal/Compliance.
TRANSACTIONS IN STOCK OF PRICE ASSOCIATES. Because Price Associates is a public
company, ownership of its stock subjects its officers, inside and independent
<PAGE>
directors, and employees to special legal requirements under the Federal
securities laws. Each officer, director and employee is responsible for his or
her own compliance with these requirements. In connection with these legal
requirements, Price Associates 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 of Price Associates.
QUARTERLY EARNINGS REPORT. Generally, all employees and independent
directors of Price Associates must refrain from initiating transactions in
Price Associates' stock in which they have a beneficial interest from the
sixth trading day following the end of the quarter (or such other date as
management shall from time to time determine) until the third trading day
following the public release of earnings. Employees and independent
directors will be notified in writing through the Office of the Secretary
of Price Associates ("SECRETARY") from time to time as to the controlling
dates.
PRIOR CLEARANCE. Employees and independent directors of Price Associates
are required to obtain clearance prior to effecting any proposed
transaction (including gifts and transfers) involving shares of Price
Associates' stock owned beneficially or through the Employee Stock Purchase
Plan. Requests for prior clearance must be in writing on the form entitled,
"Notification of Proposed Transaction" (available from Corporate Records
Department) and be submitted to the Secretary who is responsible for
processing and maintaining the records of all such requests. This would
include sales of stock purchased through Price Associates Employee Stock
Purchase Plan ("ESPP"). Purchases effected through the ESPP are
automatically reported to the Secretary. Receiving prior clearance does not
relieve employees and independent directors of Price Associates from
conducting their personal securities transactions in full compliance with
the Code, including its prohibition on trading while in possession of
material, inside information. Transactions in Price Associates' stock are
subject to the 60-Day Rule except for transactions effected through the
ESPP and certain options exercises. See p. 4-18.
==================================================================
ALL EMPLOYEES AND INDEPENDENT DIRECTORS OF PRICE ASSOCIATES MUST
OBTAIN PRIOR CLEARANCE OF ANY TRANSACTION INVOLVING PRICE
ASSOCIATES' STOCK FROM THE OFFICE OF THE SECRETARY OF PRICE
ASSOCIATES.
==================================================================
INITIAL DISCLOSURE OF HOLDINGS. Each new employee must report to the
Secretary any shares of Price Associates' stock of which he or she has
beneficial ownership no later than 10 days after his or her starting date
of employment.
DIVIDEND REINVESTMENT PLANS. Purchases of Price Associates' stock owned
outside of the ESPP and effected through a dividend reinvestment plan need
not receive prior clearance if the Secretary's office has been previously
notified by the
<PAGE>
employee that he or she will be participating in that plan. Reporting of
transactions effected through that plan need only be made quarterly, except
that employees who are subject to Section 16 of the Securities Exchange Act
of 1934 reporting must report such transactions monthly.
EFFECTIVENESS OF PRIOR CLEARANCE. Prior clearance of transactions in Price
Associates' stock is effective for five (5) business days from and
including the date the clearance is granted, unless (i) advised to the
contrary by the Secretary prior to the proposed transaction, or (ii) the
person receiving the approval comes into possession of material, non-public
information concerning the firm. If the proposed transaction in Price
Associates' stock is not executed within this time period, a new clearance
must be obtained.
REPORTING OF DISPOSITION OF PROPOSED TRANSACTION. Covered persons must
notify the Secretary of the disposition (whether the proposed transaction
was effected or not) of each transaction involving shares of Price
Associates' stock owned directly within two business days of its execution,
or within seven business days of the date of prior clearance, if not
executed.
INSIDER REPORTING AND LIABILITY. Under current rules, certain officers,
directors and 10% stockholders of a publicly traded company ("INSIDERS")
are subject to the requirements of Section 16. Insiders include the
directors and certain managing directors of Price Associates.
SEC REPORTING. There are three reporting forms which insiders are required
to file with the SEC to report their purchase, sale and transfer
transactions in, and holdings of, Price Associates' stock. Although the
Secretary will provide assistance in complying with these requirements as
an accommodation to insiders, it remains the legal responsibility of each
insider to assure that the applicable reports are filed in a timely manner.
o FORM 3. The initial ownership report by an insider is required to
be filed on Form 3. This report must be filed within ten days
after a person becomes an insider (i.e., is elected as a director
or appointed as managing director) to report all current holdings
of Price Associates' stock. Following the election or appointment
of an insider, the Secretary will deliver to the insider a Form 3
for appropriate signatures and will file such Form with the SEC.
o FORM 4. Any change in the insider's ownership of Price
Associates' stock must be reported on a Form 4 unless eligible
for deferred reporting on year-end Form 5. The Form 4 is due by
the 10th day following the end of the month in which the
ownership change occurred. Following receipt of the Notice of
Disposition of the proposed transaction, the Secretary will
deliver to the insider a Form 4, as applicable, for appropriate
signatures and will file such Form with the SEC.
<PAGE>
o FORM 5. Any transaction or holding which is exempt from reporting
on Form 4, such as option exercises, small purchases of stock,
gifts, etc. may be reported on a deferred basis on Form 5 within
45 days after the end of the calendar year in which the
transaction occurred. No Form 5 is necessary if all transactions
and holdings were previously reported on Form 4.
LIABILITY FOR SHORT-SWING PROFITS. Under Federal securities laws,
profit realized by certain officers, as well as directors and 10%
stockholders of a company (including Price Associates) as a
result of a purchase and sale (or sale and purchase) of stock of
the company within a period of less than six months must be
returned to the firm upon request.
OFFICE OF THRIFT SUPERVISION ("OTS") REPORTING. Price Associates is the
holding company of T. Rowe Price Savings Bank, which is regulated by the
OTS. OTS regulations require that the Managing Directors of Price
Associates, as well as any vice president in charge of any Price
Associates' affiliate, file reports regarding their personal holdings of
the stock of Price Associates and of the stock of any non-affiliated
savings banks or savings and loan holding companies. Although the
Secretary will provide assistance in complying with these requirements
as an accommodation, it remains the responsibility of each person
required to file such reports to ensure that such reports are filed in a
timely manner.
PRIOR CLEARANCE REQUIREMENTS (OTHER THAN PRICE ASSOCIATES' STOCK) FOR ACCESS
PERSONS.
ALL ACCESS PERSONS must obtain prior clearance before directly or indirectly
initiating, recommending, or in any way participating in, the purchase or sale
of a security in which the Access Person has, or by reason of such transaction
may acquire, any beneficial interest or which he or she controls, unless
exempted below. NON-ACCESS PERSONS are NOT required to obtain prior clearance
before engaging in any securities transactions, except for transaction in Price
Associates' stock.
==================================================================
ALL EMPLOYEES AND INDEPENDENT DIRECTORS OF PRICE ASSOCIATES MUST
OBTAIN PRIOR CLEARANCE OF ANY TRANSACTION INVOLVING PRICE
ASSOCIATES' STOCK FROM THE OFFICE OF THE SECRETARY OF PRICE
ASSOCIATES.
==================================================================
Where required, prior clearance must be obtained regardless of whether the
transaction is effected through TRP Brokerage or through an unaffiliated
broker/dealer. Receiving prior clearance does not relieve Access Persons from
conducting their personal securities transactions in full compliance with the
Code, including its prohibition on trading while in possession of material,
inside information, and with applicable law, including the prohibition on Front
Running (see page 4-1 for definition of Front Running). Please note
<PAGE>
that the prior clearance procedures do NOT check compliance with the 60-Day Rule
(p. 4-17).
TRANSACTIONS (OTHER THAN IN PRICE ASSOCIATES' STOCK) EXEMPT FROM PRIOR
CLEARANCE. The following transactions are exempt from the prior clearance
requirements:
MUTUAL FUNDS AND VARIABLE INSURANCE PRODUCTS. Purchases or redemptions of
shares of any open-end investment companies, including the Price Funds, and
variable insurance products.
UNIT INVESTMENT TRUSTS. Purchases or sales of shares in unit investment
trusts.
U.S. GOVERNMENT OBLIGATIONS. Purchases or sales of direct obligations of
the U.S. Government.
PRO RATA DISTRIBUTIONS. Purchases effected by the exercise of rights issued
pro rata to all holders of a class of securities or the sale of rights so
received.
MANDATORY TENDERS. Purchases and sales of securities pursuant to a
mandatory tender offer.
SPOUSAL PAYROLL DEDUCTION PLANS. Purchases by an Access Person's spouse
pursuant to a payroll deduction plan, provided the Compliance Department
has been previously notified by the Access Person that the spouse will be
participating in the payroll deduction plan.
EXERCISE OF STOCK OPTION OF CORPORATE EMPLOYER BY SPOUSE. Transactions
involving the exercise by an Access Person's spouse of a stock option
issued by the corporation employing the spouse.
DIVIDEND REINVESTMENT PLANS. Purchases effected through an established
Dividend Reinvestment Plan ("DRP"), provided the Compliance Department is
first notified by the Access Person that he or she will be participating in
the DRP. An Access Person's purchase of share(s) of the issuer to initiate
participation in the DRP or an Access Person's purchase of shares in
addition to those purchased with dividends (a "CONNECTED PURCHASE") AND any
sale of shares from the DRP MUST receive prior clearance.
SYSTEMATIC INVESTMENT PLANS. Purchases effected through a systematic
investment plan involving the automatic investment of a set dollar amount
on predetermined dates, provided the Compliance Department has been
previously notified by the Access Person that he or she will be
participating in the plan. An Access Person's purchase of securities of the
issuer to initiate
<PAGE>
participation in the plan AND any sale of shares from such a plan MUST
receive prior clearance.
INHERITANCES. The acquisition of securities through inheritance.
GIFTS. The giving of or receipt of a security as a gift.
PROCEDURES FOR OBTAINING PRIOR CLEARANCE (OTHER THAN PRICE ASSOCIATES' STOCK)
FOR ACCESS PERSONS. ALL Access Persons should follow the procedures set forth
below before engaging in the transactions described.
PROCEDURES FOR OBTAINING PRIOR CLEARANCE FOR INITIAL PUBLIC OFFERINGS
("IPOS"):
NON-INVESTMENT PERSONNEL. Access Persons who are NOT Investment Personnel
("NON-INVESTMENT PERSONNEL") may purchase securities that are the subject
of an IPO ONLY if prior written approval has been obtained from the
Chairperson of the Ethics Committee or his or her designee ("DESIGNEE"),
which may include N. Morris, S. McCafferty or A. Brooks. An IPO is an
offering of securities registered under the Securities Act of 1933 when the
issuer of the securities, immediately before the registration, was not
subject to certain reporting requirements of the Securities Exchange Act of
1934.
In considering such a request for approval, the Chairperson will determine
whether the proposed transaction presents a conflict of interest with any
of the firm's clients or otherwise violates the Code. The Chairperson will
also determine whether the following conditions have been met:
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 rules
on free riding and withholding.
Non-Investment Personnel will not be permitted to purchase shares in an IPO
if any of the firm's clients are prohibited from doing so. Therefore,
Non-Investment Personnel MUST check with the Equity Trading Desk the day
the offering is priced before purchasing in the IPO. This prohibition will
remain in effect until the firm's clients have had the opportunity to
purchase in the secondary market once the underwriting is completed --
commonly referred to as the aftermarket.
<PAGE>
INVESTMENT PERSONNEL. Investment Personnel may NOT purchase securities in
an IPO.
NON-ACCESS PERSONS. Although Non-Access Persons are not required to receive
prior clearance before purchasing shares in an IPO, any Non-Access Person
who is a registered representative of Investment Services should be aware
that NASD rules may restrict his or her ability to buy shares in a "hot
issue," which is a new issue that trades at a premium in the secondary
market whenever that trading commences.
PROCEDURES FOR OBTAINING PRIOR CLEARANCE FOR PRIVATE PLACEMENTS. Access
Persons may not invest in a private placement of securities, including the
purchase of limited partnership interests, unless prior written approval
has been obtained from the Chairperson of the Ethics Committee or a
Designee. In considering such a request for approval, the Chairperson will
determine whether the investment opportunity (private placement) should be
reserved for the firm's clients, and whether the opportunity is being
offered to the Access Person by virtue of his or her position with the
firm. The Chairperson will also secure, if appropriate, the approval of the
proposed transaction from the chairperson of the applicable investment
steering committee.
CONTINUING OBLIGATION. An Access Person who has received approval to
invest in a private placement of securities and who, at a later date,
anticipates participating in the firm's investment decision process
regarding the purchase or sale of securities of the issuer of that
private placement on behalf of any client, must immediately disclose
his or her prior investment in the private placement to the
Chairperson of the Ethics Committee and to the chairperson of the
appropriate investment steering committee.
PROCEDURES FOR OBTAINING PRIOR CLEARANCE FOR ALL OTHER SECURITIES
TRANSACTIONS. Requests for prior clearance by Access Persons for all other
securities transactions requiring prior clearance may be made orally, in
writing, or by electronic mail (e-mail address "Personal Trades," which
appears under "Trades" in the electronic mail address book) to the Equity
Trading Department of Price Associates, which will be responsible for
processing and maintaining the records of all such requests. All requests
must include the name of the security, the number of shares or amount of
bond involved, whether a foreign security is involved, and the nature of
the transaction, i.e., whether the transaction is a purchase, sale or short
sale. Responses to all requests will be made by the Trading Department
documenting the request and its approval/disapproval.
Requests will normally be processed on the same day; however, additional
time may be required for prior clearance of transactions in foreign
securities.
EFFECTIVENESS OF PRIOR CLEARANCE. Prior clearance of a securities
transaction is effective for three (3) business days FROM AND INCLUDING the
date the clearance is
<PAGE>
granted, regardless of the time of day when clearance is granted. If the
proposed securities transaction is not executed within this time, a new
clearance must be obtained
REASONS FOR DISALLOWING ANY PROPOSED TRANSACTION. A proposed securities
transaction will be disapproved by the Trading Department and/or the Chairperson
of the Ethics Committee if:
PENDING CLIENT ORDERS. Orders have been placed by Price Associates or RPFI
to purchase or sell the security.
PURCHASES AND SALES WITHIN SEVEN (7) CALENDAR DAYS. The security has been
purchased or sold by any client of Price Associates or, in the case of a
foreign security, for any client of either Price Associates or RPFI, within
seven calendar days immediately prior to the date of the proposed
transaction. For example, if a client transaction occurs on Monday, an
Access Person may not purchase or sell that security until Tuesday of the
following week. If all clients have eliminated their holdings in a
particular security, the seven-day restriction is not applicable to an
Access Person's transactions in that security.
APPROVED COMPANY RATING CHANGES. A change in the rating of an approved
company as reported in the firm's Daily Research News has occurred within
seven (7) calendar days immediately prior to the date of the proposed
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 Price Associates or RPFI as to purchase or sale
for client accounts.
REQUESTS FOR WAIVERS OF PRIOR CLEARANCE DENIALS. If an Access Person's request
for prior clearance has been denied, he or she may apply to the Chairperson of
the Ethics Committee for a waiver. All such requests must be in writing and must
fully describe the basis upon which the waiver is being requested. Waivers are
NOT routinely granted.
BROKERAGE CONFIRMATIONS AND PERIODIC ACCOUNT STATEMENTS. ALL ACCESS PERSONS AND
NON-ACCESS PERSONS must request broker-dealers executing their transactions to
send to the attention of Compliance, Legal Department, T. Rowe Price Associates,
Inc., P.O. Box 17218, Baltimore, Maryland 21297-1218 a duplicate confirmation
with respect to each and every reportable transaction, including Price
Associates' stock, and a copy of all periodic statements for all securities
accounts in which the Access Person or Non-Access Person is considered to have
beneficial ownership and/or control (see Page 4-4 for a discussion of beneficial
ownership and control concepts).
<PAGE>
NOTIFICATION OF BROKER/DEALER ACCOUNTS. ALL ACCESS PERSONS AND NON-ACCESS
PERSONS must give written notice to Baltimore Legal/Compliance before opening or
trading in a securities account with any broker/dealer, including TRP Brokerage.
NEW EMPLOYEES. New employees must give written notice to Baltimore
Legal/Compliance of any existing securities accounts maintained with any
broker/dealer when joining the firm (no later than 10 days after the
starting date).
OFFICERS, DIRECTORS AND REGISTERED REPRESENTATIVES OF INVESTMENT SERVICES.
The NASD requires each associated person of T. Rowe Price Investment
Services, Inc. to:
o Obtain approval from Investment Services (request should be in writing
and be directed to Baltimore Legal/Compliance) before opening or
placing the initial trade in a securities account with any
broker/dealer; and
o Provide the broker/dealer with written notice of his or her
association with Investment Services.
TRANSACTION REPORTING REQUIREMENTS (OTHER THAN PRICE ASSOCIATES' STOCK
TRANSACTIONS). ALL Access Persons AND Non-Access Persons must report all
securities transactions unless the transaction is exempted from reporting below.
TRANSACTIONS EXEMPT FROM REPORTING. The following transactions are exempt
from the reporting requirements:
MUTUAL FUNDS AND VARIABLE INSURANCE PRODUCTS. The purchase or
redemption of shares of any open-end investment companies, including
the Price Funds, and variable insurance products, except that any
employee who serves as the president or executive vice president of a
Price Fund must report his or her beneficial ownership or control of
shares in that Fund to Baltimore Legal/Compliance through electronic
mail to Dottie Jones.
STOCK SPLITS AND SIMILAR ACQUISITIONS. The acquisition of additional
shares of existing corporate holdings through the reinvestment of
income dividends and capital gains in mutual funds, stock splits,
stock dividends, exercise of rights, exchange or conversion.
U.S. GOVERNMENT OBLIGATIONS. Purchases or redemptions of direct
obligations of the U.S. Government.
DIVIDEND REINVESTMENT PLANS. The purchase of securities with dividends
effected through an established DRP. If, however, a Connected Purchase
or a
<PAGE>
sale must receive prior clearance (see p. 4-9), that transaction must
also be reported.
TRANSACTIONS THAT MUST BE REPORTED. Other than the transactions specified
above as exempt, ALL Access Persons AND Non-Access Persons are required to
file a report of the following securities transactions:
CLEARED TRANSACTIONS. Any transaction that is subject to the prior
clearance requirements, including purchases in initial public
offerings and private placement transactions. Although Non-Access
Persons are not required to receive prior clearance for securities
transactions (other than Price Associates' stock), they MUST report
any transaction that would have been required to be prior cleared by
an Access Person.
UNIT INVESTMENT TRUSTS. The purchase or sale of shares of a Unit
Investment Trust.
PRO RATA DISTRIBUTIONS. Purchase effected by the exercise of rights
issued pro rata to all holders of a class of securities or the sale of
rights so received.
INHERITANCES. Acquisition of securities through inheritance.
GIFTS. Acquisition or disposition of securities by gift.
MANDATORY TENDERS. Purchases and sales of securities pursuant to a
mandatory tender offer.
SPOUSAL PAYROLL DEDUCTION PLANS/SPOUSAL STOCK OPTION. Transactions
involving the purchase or exchange of securities by the spouse of an
Access Person or Non-Access Person pursuant to a payroll deduction
plan or the exercise by the spouse of an Access Person or Non-Access
Person of a stock option issued by the spouse's employer. REPORTING OF
SPOUSAL PAYROLL DEDUCTION PLAN TRANSACTIONS NEED ONLY BE MADE
QUARTERLY; REPORTING OF A SPOUSAL STOCK OPTION EXERCISE MUST BE MADE
WITHIN TEN DAYS OF THE EXERCISE.
SYSTEMATIC INVESTMENT PLANS. Transactions involving the purchase of
securities by an Access Person or Non-Access Person pursuant to a
systematic investment plan. REPORTING OF SYSTEMATIC INVESTMENT PLAN
TRANSACTIONS NEED ONLY BE MADE QUARTERLY.
REPORT FORM. If the executing broker/dealer provides a confirmation or
similar statement directly to Baltimore Legal/Compliance, you do not need
to make a further report. All other transactions must be reported on the
form designated "T. Rowe Price Associates, Inc. Employee's Report of
Securities Transactions," a supply of which is available from Baltimore
Legal/Compliance.
<PAGE>
WHEN REPORTS ARE DUE. You must report a securities transaction within ten
(10) days after the trade date or within (10) days after the date on which
you first gain knowledge of the transaction (for example, a bequest) if
this is later. Reporting of transactions involving either systematic
investment plans or the purchase of securities by a spouse pursuant to a
payroll deduction plan, however, may be reported quarterly.
TRANSACTION REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF PRICE
ASSOCIATES AND THE INDEPENDENT DIRECTORS OF THE PRICE FUNDS. The independent
directors of Price Associates and the independent directors of the Price Funds
are subject to the same reporting requirements as Access Persons and Non-Access
Persons except that reports need only be filed quarterly. Specifically: (1) a
report for each securities transaction must be filed with Baltimore/Legal
Compliance no later than ten (10) days after the end of the calendar quarter in
which the transaction was effected; and (2) a report must be filed for each
quarter, regardless of whether there have been any reportable transactions.
Baltimore/Legal Compliance will send the independent directors of Price
Associates and the Price Funds a reminder letter and reporting form
approximately ten days prior to the end of each calendar quarter.
MISCELLANEOUS RULES REGARDING PERSONAL SECURITIES TRANSACTIONS. These rules vary
in their applicability depending upon whether you are an Access Person.
The following rules apply to ALL Access Persons AND Non-Access Persons and,
where indicated, to the independent directors of Price Associates and the Price
Funds.
DEALING WITH CLIENTS. Access Persons, Non-Access Persons and the
independent directors of Price Associates and the Price Funds may not,
directly or indirectly, sell to or purchase from a client any security.
This prohibition does not preclude the purchase or redemption of shares of
any mutual fund that is a client of Price Associates.
CLIENT INVESTMENT PARTNERSHIPS.
CO-INVESTING. Access Persons and Non-Access Persons, including
employee partnerships, and the independent directors of Price
Associates and the Price Funds are not permitted to co-invest in
client investment partnerships of Price Associates, RPFI, or their
affiliates, such as Strategic Partners, Threshold, and International
Partners.
DIRECT INVESTMENT. The independent directors of the Price Funds are
not permitted to invest as limited partners in client investment
partnerships of Price Associates, RPFI, or their affiliates.
<PAGE>
INVESTMENT CLUBS. These restrictions vary depending upon the person's
status, as follows:
NON-ACCESS PERSONS. A Non-Access Person may form or participate in a
stock or investment club without approval of the Chairperson of the
Ethics Committee. Only transactions in Price Associates' stock are
subject to prior clearance requirements. Club transactions must be
reported just as the Non-Access Person's individual trades are
reported.
ACCESS PERSONS. An Access Person may not form or participate in a
stock or investment club unless prior written approval has been
obtained from the Chairperson of the Ethics Committee. All
transactions by such a stock or investment club in which an Access
Person has beneficial ownership or control are subject to the same
prior clearance and reporting requirements applicable to an individual
Access Person's trades. However, if the Access Person has beneficial
ownership solely by virtue of his or her spouse's participation in the
club and has no investment control or input into decisions regarding
the club's securities transactions, he or she may request the waiver
of prior clearance requirements of the club's transactions (except for
transactions in Price Associates' stock) from the Chairperson of the
Ethics Committee as part of the approval process.
MARGIN ACCOUNTS. While brokerage margin accounts are discouraged, you may
open and maintain margin accounts for the purchase of securities provided
such accounts are with brokerage firms with which you maintain a regular
brokerage account.
TRADING ACTIVITY. You are discouraged from engaging in a pattern of
securities transactions which either:
o Is so excessively frequent as to potentially impact your ability to
carry out your assigned responsibilities, or
o Involves securities positions that are disproportionate to your net
assets.
At the discretion of the Chairperson of the Ethics Committee,
written notification of excessive trading may be sent to your
supervisor.
The following rules apply ONLY to ACCESS PERSONS:
LARGE COMPANY EXEMPTION. Although subject to prior clearance, transactions
involving securities in certain large companies, within the parameters set
by the Ethics Committee (the "EXEMPT LIST"), will be approved under normal
circumstances, as follows:
<PAGE>
TRANSACTIONS INVOLVING EXEMPT LIST SECURITIES. This exemption applies
to transactions involving no more than $20,000 or the nearest round
lot (even if the amount of the transaction MARGINALLY exceeds $20,000)
per security per week in securities of companies with market
capitalizations of $5 billion or more, unless the rating on the
security as reported in the firm's Daily Research News has been
changed to a 1 or a 5 within the seven (7) calendar days immediately
prior to the date of the proposed transaction. If such a rating change
has occurred, the exemption is not available.
TRANSACTIONS INVOLVING OPTIONS ON EXEMPT LIST SECURITIES. Access
Persons may not purchase uncovered put options or sell uncovered call
options unless otherwise permitted under the "Options and Futures"
discussion on p. 4-16. Otherwise, in the case of options on an
individual security on the Exempt List (if it has not had a prohibited
rating change), an Access Person 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 if this
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 of contracts does not permit him or
her to control more than $20,000 in the underlying security.
These parameters are subject to change by the Ethics Committee.
EXCHANGE-TRADED INDEX OPTIONS. Although subject to prior clearance, an
Access Person's transactions involving exchange-traded index options,
within the parameters set by the Ethics Committee, will be approved under
normal circumstances. Generally, an Access Person may trade the GREATER of
5 contracts or sufficient contracts to control $20,000 in the underlying
securities; thus an Access Person may trade 5 contracts even if this
permits the Access Person to control more than $20,000 in the underlying
securities. Similarly, the Access Person may trade more than 5 contracts as
long as the number of contracts does not permit him or her to control more
than $20,000 in the underlying security.
These parameters are subject to change by the Ethics Committee.
CLIENT LIMIT ORDERS. The Equity Trading Desk may approve an Access Person's
proposed trade even if a limit order has been entered for a client for the
same security, if:
o The Access Person's trade will be entered as a market order; and
o The client's limit order is 10% or more away from the market at
the time of approval of the Access Person's trade.
OPTIONS AND FUTURES. Please consult the specific section on Exchange-Traded
Index Options (p. 4-16) for transactions in those options.
<PAGE>
=========================================================================
BEFORE ENGAGING IN OPTIONS AND FUTURE TRANSACTIONS, ACCESS PERSONS
SHOULD UNDERSTAND THE IMPACT THAT THE 60-DAY RULE MAY HAVE UPON THEIR
ABILITY TO CLOSE OUT A POSITION WITH A PROFIT (SEE PAGE 4-17).
=========================================================================
OPTIONS AND FUTURES ON SECURITIES AND INDICES NOT HELD BY PRICE
ASSOCIATES' OR RPFI'S CLIENTS. 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 as multiple writings, spreads
and straddles, on securities of companies (and options or futures on
such securities) which are not held by any of Price Associates' or
RPFI's clients.
OPTIONS ON SECURITIES OF COMPANIES HELD BY PRICE ASSOCIATES' OR RPFI'S
CLIENTS. With respect to options on securities of companies which are
held by any of Price Associates' or RPFI's clients, it is the firm's
policy that an Access Person should not profit from a price decline of
a security owned by a client (other than an Index account). Therefore,
an Access Person may: (i) purchase call options and sell covered call
options and (ii) purchase covered put options and sell put options. An
Access Person may not purchase uncovered put options or sell uncovered
call options, even if the issuer of the underlying securities is
included on the Exempt List, unless purchased in connection with other
options on the same security as part of a straddle, combination or
spread strategy which is designed to result in a profit to the Access
Person if the underlying security rises in or does not change in
value. The purchase, sale and exercise of options are subject to the
same restrictions as those set forth with respect to securities, i.e.,
the option should be treated as if it were the common stock itself.
OTHER OPTIONS AND FUTURES HELD BY PRICE ASSOCIATES' OR RPFI'S CLIENTS.
Any other option or futures transaction with respect to domestic or
foreign securities held by any of Price Associates' clients or with
respect to foreign securities held by RPFI's clients will be approved
or disapproved on a case-by-case basis after due consideration is
given as to whether the proposed transaction or series of transactions
might appear to or actually create a conflict with the interests of
any of Price Associates' or RPFI's clients. Such transactions include
transactions in futures and options on futures involving financial
instruments regulated solely by the CFTC.
SHORT SALES. Short sales by Access Persons are subject to prior clearance.
In addition, Access Persons may not sell any security short which is owned
by any client of Price Associates or RPFI, except that short sales may be
made "against the box" for tax purposes. A short sale "against the box" is
one in which the seller owns an amount of securities equivalent to the
number he or she sells short. All short sales, including short sales
against the box, are subject to the 60-Day Rule described below.
<PAGE>
THE 60-DAY RULE. Access Persons are prohibited from profiting from the
purchase and sale or sale and purchase of the same (or equivalent)
securities within 60 calendar days. An "equivalent" security means any
option, warrant, convertible security, stock appreciation right, or similar
right with an exercise or conversion privilege at a price related to the
subject security, or similar securities 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 within 60 days of its
purchase. In addition, the rule applies regardless of the Access Person's
other holdings of the same security or whether the Access Person has split
his or her holdings into tax lots. For example, if an Access Person buys
100 shares of XYZ stock on March 1, 1998 and another 100 shares of XYZ
stock on March 1, 2000, he or she may not sell ANY shares of XYZ stock at a
profit for 60 days following March 1, 2000. The 60-Day Rule "clock"
restarts EACH time the Access Person trades in that security.
EXEMPTIONS FROM THE 60-DAY RULE. The 60-Day Rule does not apply to:
o any transaction by a Non-Access Person except for transactions in
Price Associates' stock not exempted below;
o any transaction exempt from prior clearance (see p. 4-8);
o the purchase and sale or sale and purchase of exchange traded
index options;
o any transaction in Price Associates' stock effected through the
ESPP; and
o the exercise of "in the money" Price Associates' stock options
and the subsequent sale of the derivative shares.
Prior clearance procedures do NOT check compliance with the 60-Day
Rule when considering a trading request. Access Persons are
responsible for checking their compliance with this rule before
entering a trade.
Access Persons may request a waiver from the 60-Day Rule. Such
requests should be directed in writing to the Chairperson of the
Ethics Committee. These waivers are NOT routinely granted.
INVESTMENTS IN NON-LISTED SECURITIES FIRMS. Access Persons may not purchase
or sell the shares of a broker/dealer, underwriter or federally registered
investment adviser unless that entity is traded on an exchange or listed as
a NASDAQ stock or permission is given under the Private Placement
Procedures (see p. 4-10).
OWNERSHIP REPORTING REQUIREMENTS - ONE-HALF OF ONE PERCENT OWNERSHIP. If an
employee or an independent director of Price
<PAGE>
Associates or an independent director of the Price Funds owns more than 1/2 of
1% of the total outstanding shares of a public or private company, he or she
must immediately report in writing such fact to Baltimore Legal/Compliance,
providing the name of the company and the total number of such company's shares
beneficially owned.
DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Upon commencement
of employment, appointment or promotion (no later than 10 days after the
starting date), each Access Person must disclose in writing all current
securities holdings in which he or she is considered to have beneficial
ownership and control ("Securities Holdings Report") (see page 4-4 for
definition of the term Beneficial Owner). The form to provide the Securities
Holding Report will be provided upon commencement of employment, appointment or
promotion and should be submitted to Baltimore Legal/Compliance.
All Investment Personnel and Managing Directors are also required to file a
Securities Holding Report on an annual basis, in conjunction with the annual
verification process. Effective January 2001, this requirement will be extended
to ALL Access Persons, pursuant to federal law.
CONFIDENTIALITY OF RECORDS. Price Associates makes every effort to protect the
privacy of all persons and entities in connection with their Securities Holdings
Reports and Reports of Securities Transactions.
SANCTIONS. Strict compliance with the provisions of this Statement is considered
a basic provision of association with Price Associates and the Price Funds. The
Ethics Committee and Baltimore Legal/Compliance 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 DIRECTORS OF PRICE
ASSOCIATES. Upon discovering a material violation of this Statement by any
person or entity other than an independent director of a Price Fund, the
Ethics Committee will impose such sanctions as it deems appropriate and as
are approved by the Management Committee or the Board of Directors
including, INTER ALIA, a letter of censure or suspension, a fine, a
suspension of trading privileges or termination of employment and/or
officership of the violator. In addition, the violator may be required to
surrender to Price Associates, or to the party or parties it may designate,
any profit realized from any transaction that is in violation of this
Statement. All material violations of this Statement shall be reported to
the Board of Directors of Price Associates and to the Board of Directors of
any Price Fund with respect to whose securities such violations may have
been involved.
VIOLATIONS BY INDEPENDENT DIRECTORS OF PRICE FUNDS. Upon discovering a
material violation of this Statement by an independent director of a Price
Fund, the Ethics Committee shall report such violation to the Board on
which the director
<PAGE>
serves. The Price Fund Boards will impose such sanctions as they deem
appropriate.
VIOLATIONS BY BALTIMORE EMPLOYEES OF RPFI OR TRFAM. Upon discovering a
material violation of this Statement by a Baltimore-based employee of RPFI
or TRFAM, the Ethics Committee shall report such violation to the Board of
Directors of RPFI or TRFAM, as appropriate. A material violation by a
Baltimore-based employee of RPFI shall also be reported to the Board of
Directors of any RPFI Fund with respect to whose securities such violations
may have been involved.
March, 2000
<PAGE>
T. ROWE PRICE ASSOCIATES, INC.
STATEMENT OF POLICY
ON
CORPORATE RESPONSIBILITY
PRICE ASSOCIATES' FIDUCIARY POSITION. As an investment adviser, T. Rowe Price
Associates, Inc. ("PRICE ASSOCIATES") is in a fiduciary relationship with each
of its clients. This fiduciary duty obligates Price Associates to act with an
eye only to the benefit of its clients. Accordingly, when managing its client
accounts (whether private counsel clients, mutual funds, limited partnerships,
or otherwise), Price Associates' primary responsibility is to optimize the
financial returns of its clients consistent with their objectives and investment
program.
DEFINITION OF CORPORATE RESPONSIBILITY ISSUES. Concern over the behavior of
corporations has been present since the Industrial Revolution. Each generation
has focused its attention on specific issues. Concern over the abuses of the use
of child labor in the 1800's was primarily addressed by legislative action which
mandated corporate America to adhere to new laws restricting and otherwise
governing the employment of children. In other instances, reform has been
achieved through shareholder action -- namely, the adoption of shareholder
proposals. The corporate responsibility issues most often addressed during the
past decade have involved:
o Ecological issues, including toxic hazards and pollution of the air
and water;
o Employment practices, such as the hiring of women and minority groups;
o Product quality and safety;
o Advertising practices;
o Animal testing;
o Military and nuclear issues; and
o International politics and operations, including the world debt
crisis, infant formula, and child labor laws.
CORPORATE RESPONSIBILITY ISSUES IN THE INVESTMENT PROCESS. Price Associates
recognizes the legitimacy of public concern over the behavior of business with
respect to issues of corporate responsibility. Price Associates' policy is to
carefully review the merits of such issues that pertain to any issuer which is
held in a client portfolio or which is being considered for investment. Price
Associates believes that a corporate management's record of identifying and
resolving issues of corporate responsibility is a legitimate criteria for
evaluating the investment merits of the issuer. Enlightened corporate
responsibility can enhance a issuer's long term prospects for business success.
The absence of such a policy can have the converse effect.
<PAGE>
CORPORATE RESPONSIBILITY COMMITTEE. Since 1971, Price Associates has had a
Corporate Responsibility Committee, which is responsible for:
o Reviewing and establishing positions with respect to corporate
responsibility issues that are presented in the proxy statements of
portfolio companies; and
o Reviewing questions and inquiries received from clients and mutual
fund shareholders pertaining to issues of corporate responsibility.
QUESTIONS REGARDING CORPORATE RESPONSIBILITY. Should an employee have any
questions regarding Price Associates' policy with respect to a corporate
responsibility issue or the manner in which Price Associates has voted or
intends to vote on a proxy matter, he or she should contact a member of the
Corporate Responsibility Committee or Price Associates' Proxy Administrator.
March, 2000
<PAGE>
T. ROWE PRICE ASSOCIATES, INC.
STATEMENT OF POLICY
WITH RESPECT TO COMPLIANCE WITH COPYRIGHT LAWS
PURPOSE OF STATEMENT OF POLICY. To protect the interests of Price Associates and
its employees, Price Associates has adopted this Statement of Policy with
Respect to Compliance with Copyright Laws ("STATEMENT" to: (1) inform its
employees regarding the legal principles governing copyrights, trademarks, and
service marks; and (2) ensure that Price Associates' various copyrights,
trademarks, and service marks are protected from infringement.
DEFINITION OF TRADEMARK, SERVICE MARK, AND COPYRIGHT
TRADEMARK. A trademark is normally a word, phrase, or symbol used to
identify and distinguish a product or a company. For example, KLEENEX is a
trademark for a particular brand of facial tissues.
SERVICE MARK. A service mark is normally a word, phrase, or symbol used to
identify and distinguish a service or the provider of a service. For
example, INVEST WITH CONFIDENCE is a registered service mark which
identifies and distinguishes the mutual fund management services offered by
Price Associates. The words "trademark" and "service mark" are often used
interchangeably, but as a general rule a trademark is for a tangible
product, whereas a service mark is for an intangible good or service.
Because most of Price Associates' business activities involve providing
services (e.g., investment management; transaction processing and account
maintenance; information, etc.), most of Price Associates' registered marks
are service marks.
COPYRIGHT. In order to protect the authors and owners of books, articles,
drawings, music, or computer programs and software, the U.S. copyright law
makes it a crime to reproduce, IN ANY MANNER, any copyrighted material
without the express written permission of the author or publisher. Under
current law, all original works are copyrighted at the moment of creation;
it is no longer necessary to register a copyright. Copyright infringements
may result in judgments of actual damages (i.e., the cost of additional
subscriptions), as well as punitive damages, which can be as high as
$100,000 per infringement.
REGISTERED TRADEMARKS AND SERVICE MARKS. Once Price Associates has registered a
trademark or service mark with the U.S. Patent and Trademark Office, it has the
exclusive right to use that mark. In order to preserve rights to a registered
trademark or service mark, Price Associates must (1) use the mark on a
continuous basis and in a manner consistent with the Certificate of
Registration; (2) place an encircled "R" ((R)) next to the mark in the first, or
most prominent, occurrence in all publicly distributed media; and (3) take
action against any party infringing upon the mark.
<PAGE>
ESTABLISHING A TRADEMARK OR SERVICE MARK. The Legal Department has the
responsibility to register and maintain all trademarks and service marks and
protect them against any infringement. If Price Associates or a subsidiary
wishes to utilize a particular word, phrase, or symbol as a trademark or service
mark, the Legal Department must be notified as far in advance as possible so
that a search may be conducted to determine if the proposed mark has already
been registered or used by another entity. Until clearance is obtained from the
Legal Department, no new mark should be used. This procedure has been adopted to
ensure that Price Associates does not unknowingly infringe upon another
company's mark. Once a proposed mark is cleared for use, it must be accompanied
by the abbreviations "TM" or "SM," as appropriate, until it has been registered.
All trademarks and service marks which have been registered with the U.S. Patent
and Trademark Office must be accompanied by an encircled "R" when used in any
public document. These symbols need only accompany the mark in the first or most
prominent place it is used in each publicly circulated document. Subsequent use
of the same trademark or service mark in such material does not need to be
marked. The Legal Department maintains a written summary of all Price
Associates' registered and pending trademarks and service marks. All registered
and pending trademarks and service marks are also listed in the T. Rowe Price
Style Guide. If you have any questions regarding the status of a trademark or
service mark, you should contact the Legal Department.
INFRINGEMENT OF PRICE ASSOCIATES' REGISTERED MARKS. If an employee notices that
another entity is using a mark similar to one which Price Associates has
registered, the Legal Department should be notified immediately so that
appropriate action can be taken to protect Price Associates' interests in the
mark.
REPRODUCTION OF ARTICLES AND SIMILAR MATERIALS FOR INTERNAL DISTRIBUTION, OR FOR
DISTRIBUTION TO SHAREHOLDERS, CLIENTS AND OTHERS OUTSIDE THE FIRM. In general,
the reproduction of copyrighted material is a federal offense. Exceptions under
the "FAIR USE" doctrine include reproduction for scholarly purposes, criticism,
or commentary, which ordinarily do not apply in a business environment.
OCCASIONAL copying of a relatively small portion of a newsletter or magazine to
keep in a file, circulate to colleagues with commentary, or send to a client
with commentary is generally permissible under the "fair use" doctrine. Written
permission from the author or publisher must be obtained by any employee wishing
to reproduce copyrighted material for INTERNAL OR EXTERNAL distribution,
including distribution via the Internet or the T. Rowe Price Associates'
intranet. It is the responsibility of each employee to obtain permission to
reproduce copyrighted material. Such permission must be in writing and forwarded
to the Legal Department. If the publisher will not grant permission to reproduce
copyrighted material, then the requestor must purchase from the publisher either
additional subscriptions to the periodical or the reprints of specific articles.
The original article or periodical may be circulated as an alternative to
purchasing additional subscriptions or reprints.
PERSONAL COMPUTER SOFTWARE PROGRAMS. Software products and on-line information
services purchased for use on Price Associates' personal computers are generally
copyrighted material and may not be reproduced without proper authorization from
the software vendor. See the T. Rowe Price Associates, Inc. Statement of Policy
With Respect to Computer Security and Related Issues for more information.
March, 2000
<PAGE>
T. ROWE PRICE ASSOCIATES, INC.
STATEMENT OF POLICY WITH RESPECT TO
COMPUTER SECURITY AND RELATED ISSUES
PURPOSE OF STATEMENT OF POLICY. The central and critical role of computer
systems in our firm's operations underscores the importance of ensuring the
integrity of these systems. The data stored on our firm's computers, as well as
the specialized software programs and systems developed for the firm's use, are
extremely valuable assets and very confidential.
This Statement of Policy ("STATEMENT") establishes a comprehensive computer
security program which has been designed to:
o prevent the unauthorized use of or access to our firm's computer
systems (collectively the "SYSTEMS"), including the firm's electronic
mail ("E-MAIL") and voice mail systems;
o prevent breaches in computer security;
o maintain the integrity of confidential information; and
o prevent the introduction of computer viruses into our Systems that
could imperil the firm's operations.
In addition, the Statement describes various issues that arise in connection
with the application of U.S. Copyright Law to computer software.
Any material violation of this Statement may lead to sanctions, which may
include dismissal of the employee or employees involved.
CONFIDENTIALITY OF SYSTEMS ACTIVITIES AND INFORMATION. Systems activities and
information stored on our firm's computers (including e-mail and voice mail) may
be subject to monitoring by firm personnel or others. All such information,
including messages on the firm's e-mail and voice mail systems, are records of
the firm and the sole property of the firm. The firm reserves the right to
monitor, access, and disclose for any purpose all information, including all
messages sent, received, or stored through the Systems. The use of the firm's
computer Systems is for the transaction of firm business and is for authorized
users only. All firm policies apply to the use of the Systems. See Employee
Handbook.
By using the firm's Systems, you agree to be bound by this Statement and consent
to the access to and disclosure of all information, including e-mail and voice
mail messages, by the firm. Employees do not have any expectation of privacy in
connection with the use of the Systems, or with the transmission, receipt, or
storage of information in the Systems.
<PAGE>
Information entered into our firm's computers but later deleted from the Systems
may continue to be maintained permanently on our firm's back-up tapes. Employees
should take care so that they do not create documents or communications that
might later be embarrassing to them or to our firm. This policy applies to
e-mail and voice mail, as well to any other communication on a System.
SECURITY ADMINISTRATION. Enterprise Security in T. Rowe Price Investment
Technologies, Inc. ("TRPIT") is responsible for identifying security needs and
overseeing the maintenance of computer security, including Internet-related
security issues.
AUTHORIZED SYSTEMS USERS. In general, access to any type of System is restricted
to authorized users who need access in order to support their business
activities. Access for mainframe, LAN and external Systems must be requested on
a "Systems Access Request" form. A hard copy can be printed from the Enterprise
Security intranet site or obtained from Enterprise Security. Access requests and
changes must be approved by the appropriate supervisor or manager in the user's
department.
AUTHORIZED APPLICATION USERS. Access to specific computer applications (i.e.,
Finance, Retirement Plan Services systems, etc.) can also be requested. Many
application systems have an additional level of security, such as extra
passwords. If a user wants access to an application or data that is outside the
normal scope of his or her business activity, additional approval may be
required from the "Owner" of such application or data. The "Owner" is the
employee who is responsible for making judgments and decisions on behalf of the
firm with regard to the application or data, including the authority to decide
who may have access.
USER-IDS, PASSWORDS, AND OTHER SECURITY ISSUES. Once a request for access is
approved, a unique "User-ID" will be assigned the user. Each User-ID has a
password that must be kept confidential by the user. For most systems, passwords
must be changed on a regular schedule and Enterprise security has the authority
to determine the password policy. User-IDs and passwords may not be shared.
Users can be held accountable for work performed with their User-IDs. Personal
computers must not be left logged on and unattended unless screen savers with
passwords or software-based keyboard locks are utilized. Enterprise Security
recommends that GroupWise e-mail accounts be password protected.
EXTERNAL COMPUTER SYSTEMS. Our data processing environment includes access to
data stored not only on our firm's computers, but also on external systems, such
as DST. Although the security practices governing these outside systems are
established by the providers of these external systems, requests for access to
such systems should be directed to Enterprise Security. User-IDs and passwords
to these systems must be kept confidential by the user.
<PAGE>
ACCESS TO THE INTERNET AND OTHER ON-LINE SERVICES. Access to the Internet
(including, but not limited to, e-mail, remote FTP, Telnet, World Wide Web,
Gopher, remote administration, secure shell, and using IP tunneling software to
remotely control Internet servers) presents special security considerations due
to the world-wide nature of the connection and the security weaknesses present
in Internet protocols and services. The firm can provide authorized employees
and other staff with access to Internet e-mail and other Internet services (such
as the World Wide Web) through a direct connection from the firm's network.
Access to the Internet or Internet services from our firm's computers, including
the firm's e-mail system, is permitted only for legitimate business purposes.
Such access must be requested through Enterprise Security, approved by the
employee's supervisor, and provided only through firm approved connections. All
firm policies apply to the use of the Internet or Internet services. See
Employee Handbook.
USE OF INTERNET. In accordance with firm policies, employees are
prohibited from accessing inappropriate sites, including, but not
limited to, adult and gambling sites. Firm personnel monitor Internet
use for visits to inappropriate sites and for inappropriate use. Should
employees have questions regarding what constitutes an inappropriate
site or inappropriate use, they should discuss it first with their
manager who may refer the question to Human Resources. Inappropriate
use of the Internet, or accessing inappropriate sites, may lead to
sanctions, which may include dismissal of the employee or employees
involved.
DIAL-OUT ACCESS. Using a modem or an Internet connection on a firm
computer housed at any of the firm's offices to access an Internet
service provider using one's home or personal account is prohibited,
unless this account is being used by authorized personnel to service
Price Associates' connection to the Internet. When Internet access is
granted, the employee will be asked to reaffirm his or her
understanding of this Statement.
Unauthorized modems are not permitted. Dial-out access that circumvents
the Internet firewall or proxy server, except by authorized
personnel in the business of Price Associates, is prohibited.
ON-LINE SERVICES. Access to America OnLine ("AOL"), CompuServe, or
other commercial on-line service providers is not permitted from a firm
computer except for a legitimate business purpose approved by the
employee's supervisor and with software obtained through the Help Desk
at x4357 (select menu option 1).
PARTICIPATION ON BULLETIN BOARDS. Because communications by our firm or
any of its employees on on-line service bulletin boards are subject to
federal, state and NASD advertising regulations, unsupervised
participation can result in serious securities violations. Certain
designated employees have been authorized to use AOL to monitor and
respond to inquiries about our firm and its investment
<PAGE>
services and products. Any employee other than those assigned to this
special group must first receive the authorization of a member of the
Board of T. Rowe Price Investment Services, Inc. and the Legal
Department before initiating or responding to a message on any computer
bulletin board relating to the firm, a Price Fund or any investment or
brokerage option or service. This policy applies whether or not the
employee intends to disclose his or her relationship to the firm,
whether or not our firm sponsors the bulletin board, and whether or not
the firm is the principal focus of the bulletin board.
E-MAIL USE. Access to the firm's e-mail system is permitted only for
legitimate business purposes. All firm policies apply to the use of
e-mail. Firm personnel may monitor e-mail usage for inappropriate use.
Should employees have questions regarding what constitutes
inappropriate use, they should discuss it first with their manager who
may refer the question to Human Resources. Inappropriate use of e-mail
may lead to sanctions, which may include dismissal of the employee or
employees involved.
E-mail services, other than those provided or approved by Price
Associates, may not be used for business purposes. In addition,
accessing e-mail services not provided or approved by Price Associates
from firm equipment for any reason could allow the introduction of
viruses or malicious code into the network, or lead to the compromise
of confidential data.
Employees should understand that e-mail sent through the Internet is
not secure and could be intercepted by a third party.
DIAL-IN ACCESS. The ability to access our firm's computer Systems from a remote
location is also limited to authorized users. Phone numbers used to access our
firm's computer Systems are confidential. A security system that uses a one-time
password or other strong authentication method must be employed when accessing
our firm's network from a remote computer. Authorization for remote access can
be requested by completing a "Systems Access Request" form. Any employee who
requires remote access should contact the Help Desk at x4357 (select menu option
1) for desktop setup.
VIRUS PROTECTION. A computer virus is a program designed to damage or impair
software or data on a computer system. Software from any outside source may
contain a computer virus or similar malicious code. Types of carriers and
transmission methods increase daily and currently include diskettes, CDs, file
downloads, executables, and e-mail attachments. A comprehensive malicious code
prevention and control program is in place throughout Price Associates. This
program provides policy and procedures for anti-virus controls on all systems.
More information about the anti-virus program can be found on the TRPIT
Intranet.
Introducing a virus or similar malicious code into the Price Associates Systems
by engaging in prohibited actions, such as downloading non-business related
software, or by failing to implement recommended precautions, such as updating
virus scanning software
<PAGE>
on remote machines, may lead to sanctions, which may include dismissal of the
employee or employees involved.
VIRUS SCANNING SOFTWARE. As part of the TRPIT's anti-virus program,
virus scanning software is installed on the majority of applicable
platforms. This software is designed to detect and eradicate malicious
code and viruses. All desktop computers have the corporate standard
anti-virus scanning software installed and running. This software is
installed and configured by the Distributed Processing Support Group
and runs constantly. Virus scanning software updates are automatically
distributed to the desktops as they become available. Desktop virus
scanning software can also be used by the employee to scan diskettes,
CDs, directories, and attachments "on demand". Contact the Help Desk at
x4357 (select menu option 3) for assistance.
E-MAIL. An e-mail anti-virus gateway scans the content of inbound and
outbound e-mail for viruses. Infected e-mail and attachments will be
cleaned when possible and quarantined when not cleanable. Updating of
the e-mail gateway anti-virus software and pattern files is done
automatically.
PORTABLE AND REMOTE COMPUTERS. Laptops and other computers that
remotely access the TRPIT network are also required to have the latest
anti-virus software and pattern files. IT IS THE RESPONSIBILITY OF EACH
USER TO ENSURE THAT HIS OR HER PORTABLE COMPUTER'S ANTI-VIRUS SOFTWARE
IS REGULARLY UPDATED. The Help Desk has instructions available. Contact
the Help Desk at x4357 (select menu option 3) to obtain further
information.
DOWNLOADING OR COPYING. The user of a PC with a modem or with an
Internet connection has the ability to connect to other computers or
on-line services outside of the firm's network and there may be
business reasons to download or copy software from those sources.
Downloading or copying software, which includes documents, graphics,
programs and other computer-based materials, from any outside source is
not permitted unless it is for a legitimate business purpose because
downloads and copies could introduce viruses and malicious code into
the Systems.
OTHER CONSIDERATIONS. Users must log off the System each night. Unless
the user logs off, virus software on each workstation cannot pick up
the most current virus scanning downloads or the most current software
updates for the user's System. Employees must call the Help Desk at
x4357 (select menu option 3) when viruses are detected so that it can
ensure that appropriate tracking and follow-up take place. Do not
forward any "virus warning" mail received to other staff until you have
contacted the Help Desk, since many of these warnings are hoaxes. When
notified that a user has received "virus warning" mail, the Help Desk
will contact Enterprise Security, whose personnel will check to
determine the validity of the virus warning.
<PAGE>
APPLICATION OF U.S. COPYRIGHT LAW TO SOFTWARE PROGRAMS. Software products and
on-line information services purchased for use on Price Associates' personal
computers are generally copyrighted material and may not be reproduced without
proper authorization from the software vendor. This includes the software on CDs
or diskettes, any program manuals or documentation, and data or software
retrievable from on-line information systems. Unauthorized reproduction of such
material or information, or downloading or printing such material, is a federal
offense, and the software vendor can sue to protect the developer's rights. In
addition to criminal penalties such as fines and imprisonment, civil damages can
be awarded in excess of $50,000.
GUIDELINES FOR USING PERSONAL COMPUTER SOFTWARE
ACQUISITION AND INSTALLATION OF SOFTWARE. Only Distributed Processing
Support Group approved and installed software is authorized. Any
software program that is to be used by an employee of Price Associates
in connection with the business of the firm must be ordered through the
Help Desk at x4357 (select menu option 1) and installed by the
Distributed Processing Support Group of TRPIT.
LICENSING. Software residing on firm LAN servers will be either: (1)
maintained at an appropriate license level for the number of users, or
(2) made accessible only for those for whom it is licensed.
ORIGINAL CDS, DISKETTES AND COPIES. In most cases, software is
installed by the Distributed Processing Support Group and original
software CDs and diskettes are not provided to the user. In the event
that original CDs or diskettes are provided, they must be stored
properly to reduce the possibility of damage or theft. CDs and
diskettes should be protected from extreme heat, cold, and contact with
anything that may act as a magnet or otherwise damage them. Employees
may not make additional copies of software or software manuals obtained
through the firm.
RECOMMENDATIONS, UPGRADES, AND ENHANCEMENTS. All recommendations
regarding computer hardware and software programs are to be forwarded
to the Help Desk at x4357 (select menu option 1), which will coordinate
upgrades and enhancements.
QUESTIONS REGARDING THIS STATEMENT. Any questions regarding this Statement
should be directed to Enterprise Security in TRPIT.
March, 2000
<PAGE>
T. ROWE PRICE ASSOCIATES, INC.
STATEMENT OF POLICY
ON
COMPLIANCE WITH ANTITRUST LAWS
PURPOSE
To protect the interests of the company and its employees, Price
Associates has adopted this Statement of Policy on Compliance with Antitrust
Laws ("STATEMENT") to:
(1) Inform employees about the legal principles governing prohibited
anticompetitive activity in the conduct of Price Associates' business;
and
(2) Establish guidelines for contacts with other members of the investment
management industry to avoid violations of the antitrust laws.
THE BASIC ANTICOMPETITIVE ACTIVITY PROHIBITION
Section 1 of the Sherman Antitrust Act (the "ACT") prohibits
agreements, understandings, or joint actions between companies that constitute a
"restraint of trade," i.e., reduce or eliminate competition.
This prohibition is triggered only by an agreement or action among two
or more companies; unilateral action never violates the Act. To constitute an
illegal agreement, however, an understanding does not need to be formal or
written. Comments made in conversations, casual comments at meetings, or even as
little as "a knowing wink," as one case says, may be sufficient to establish an
illegal agreement under the Act.
The agreed upon action must be anticompetitive. Some actions are "per
se" anticompetitive, while others are judged according to a "rule of reason."
o Some activities have been found to be so inherently anticompetitive
that a court will not even permit the argument that they have a
procompetitive component. Examples of such per se illegal activities
are agreements between competitors to fix prices or divide up markets
in any way, such as exclusive territories.
o Other joint agreements or activities will be examined by a court using
the rule of reason approach to see if the procompetitive results of
the arrangement outweigh the anticompetitive effects. Permissible
agreements among competitors may include a buyers' cooperative, or a
syndicate of buyers for an initial public offering of securities. In
rare instances, an association of sellers (such as ASCAP) may be
permissible.
<PAGE>
There is also an exception for joint activity designed to influence
government action. Such activity is protected by the First Amendment to the U.S.
Constitution. For example, members of an industry may agree to lobby Congress
jointly to enact legislation that may be manifestly anticompetitive.
PENALTIES FOR VIOLATING THE SHERMAN ACT
A charge that the Act has been violated can be brought as a civil or a
criminal action. Civil damages can include treble damages, plus attorneys fees.
Criminal penalties for individuals can include fines of up to $350,000 and three
years in jail, and $100 million or more for corporations.
SITUATIONS IN WHICH ANTITRUST ISSUES MAY ARISE
To avoid violating the Act, any agreement with other members of the
investment management industry regarding which securities to buy or sell and
under what circumstances we buy or sell them, or about the manner in which we
market our mutual funds and investment and retirement services, must be made
with the prohibitions of the Act in mind.
TRADE ASSOCIATION MEETINGS AND ACTIVITIES. A trade association is a
group of competitors who join together to share common interests and
seek common solutions to common problems. Such associations are at a
high risk for anticompetitive activity and are closely scrutinized by
regulators. Attorneys for trade associations, such as the Investment
Company Institute, are typically present at meetings of members to
assist in avoiding violations.
Permissible Activities:
o Discussion of how to make the industry more competitive.
o An exchange of information or ideas that have procompetitive or
competitively neutral effects, such as: methods of protecting the
health or safety of workers; methods of educating customers and
preventing abuses; and information regarding how to design and
operate training programs.
o Collective action to petition government entities.
Activities to be Avoided:
o Any discussion or direct exchange of current information about
prices, salaries, fees, or terms and conditions of sales. Even if
such information is publicly available, problems can arise if the
information
<PAGE>
available to the public is difficult to compile or not as current
as that being exchanged.
EXCEPTION: A third party consultant can, with appropriate
safeguards, collect, aggregate and disseminate some of this
information, such as salary information.
o Discussion of future business plans, strategies, or arrangements
that might be considered to involve competitively sensitive
information.
o Discussion of specific customers, markets, or territories.
o Negative discussions of service providers that could give rise to
an inference of a joint refusal to deal with the provider (a
"BOYCOTT").
INVESTMENT-RELATED DISCUSSIONS
PERMISSIBLE ACTIVITIES: Buyers or sellers with a common economic
interest may join together to facilitate securities transactions that
might otherwise not occur, such as the formation of a syndicate to buy
in a private placement or initial public offering of a issuer's stock,
or negotiations among creditors of an insolvent or bankrupt company.
Competing investment managers are permitted to serve on creditors
committees together and engage in other similar activities in
connection with bankruptcies and other judicial proceedings.
ACTIVITIES TO BE AVOIDED: It is important to avoid anything that
suggests involvement with any other firm in any threats to "boycott"
or "blackball" new offerings, including making any ambiguous statement
that, taken out of context, might be misunderstood to imply such joint
action. Avoid careless or unguarded comments that a hostile or
suspicious listener might interpret as suggesting prohibited
coordinated behavior between T. Rowe Price and any other potential
buyer.
EXAMPLE: After an Illinois municipal bond default where the state
legislature retroactively abrogated some of the bondholders' rights,
several investment management complexes organized to protest the
state's action. In doing so, there was arguably an implied threat that
members of the group would boycott future Illinois municipal bond
offerings. Such a boycott would be a violation of the Act. The
investment management firms' action led to an 18-month Department of
Justice investigation. Although the investigation did not lead to any
legal action, it was extremely expensive and time consuming for the
firms and individual managers involved.
<PAGE>
If you are present when anyone outside of T. Rowe Price suggests
that two or more investors with a grievance against an issuer
coordinate future purchasing decisions, you should immediately
reject any such suggestion. As soon as possible thereafter, you
should notify the Legal Department, which will take whatever
further steps are necessary.
BENCHMARKING. Benchmarking is the process of measuring and comparing an
organization's processes, products and services to those of industry
leaders for the purpose of adopting innovative practices for improvement.
o Because benchmarking usually involves the direct exchange of
information with competitors, it is particularly subject to the
risk of violating the antitrust laws.
o The list of issues that may and should not be discussed in the
context of a trade association also applies in the benchmarking
process.
o All proposed benchmarking agreements must be reviewed by the T.
Rowe Price Legal Department before T. Rowe Price agrees to
participate in such a survey.
March, 2000
