T. Rowe Price Associates, Inc. Statement of Policy on Securities
Transactions, dated March 1, 2000.
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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.
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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 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.
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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 "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:
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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:
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;
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oa 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
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.
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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.
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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.
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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 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.
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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.
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
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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.
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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.
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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 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.
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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 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.
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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.
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.
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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 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.
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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).
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.
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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 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.
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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.
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.
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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.
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:
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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.
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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).
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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.
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
<PAGE>
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 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.
<PAGE>
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 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
<PAGE>
reported to the Board of Directors of any RPFI Fund with respect to whose
securities such violations may have been involved.
March, 2000
