T. Rowe Price International, Inc. Statement of Policy on Securities
Transactions, dated August 9, 2000.
T. ROWE PRICE INTERNATIONAL, INC.
STATEMENT OF POLICY
ON
SECURITIES TRANSACTIONS
BACKGROUND INFORMATION.
LEGAL REQUIREMENT. In accordance with the requirements of the securities
laws of the United States (i.e., 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) and the
various United Kingdom laws and regulations, T. Rowe Price International,
Inc. ("TRPI") and the mutual funds which it manages ("TRPI FUNDS") have
adopted this Statement of Policy on Securities Transactions ("STATEMENT").
Both T. Rowe Price Associates, Inc. ("PRICE ASSOCIATES" OR "TRPA") and T.
Rowe Fleming Asset Management ("TRFAM") have also adopted Statements of
Policy on Securities Transactions. Funds sponsored and managed by Price
Associates or TRPI may be referred to collectively in this Statement as the
"PRICE FUNDS."
TRPI'S FIDUCIARY POSITION. As an investment adviser, TRPI 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 TRPI or its officers, directors or employees in conflict
with the interests of clients.
PURPOSE OF STATEMENT. The Statement was developed to help guide TRPI, its
officers and employees, and the independent directors of the TRPI Funds,
including all Access Persons as defined below, in the conduct of their
personal investments and to:
/2/ eliminate the possibility of a transaction occurring that the United
States Securities and Exchange Commission or other regulatory bodies
would view as illegal, such as FRONT RUNNING (see definition below);
/2/ avoid situations where it might appear that TRPI or the TRPI 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
/2/ prevent, as well as detect, the misuse of material, non-public
information.
All those covered by this Statement are urged to consider the reasons for
the adoption of this Statement. TRPI's and the TRPI Funds' reputations
could be adversely affected as the result of even a single transaction
considered questionable in light of the fiduciary duties of TRPI and the
independent directors of the TRPI Funds.
FRONT RUNNING. Front Running is illegal. It is generally defined as the
purchase or sale of a security by an officer, director or employee of an
investment adviser or mutual fund in anticipation of and prior to the
adviser effecting similar transactions for its clients in order to take
advantage of or avoid changes in market prices effected by the clients'
transactions.
ETHICS COMMITTEE. TRPI has established an Ethics Committee which is responsible
for the administration of this Statement. Its members are Martin Wade and David
Warren (London) and Henry Hopkins and M. David Testa (Baltimore).
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TRPI INVESTMENT COMPLIANCE TEAM. The Ethics Committee has designated the TRPI
Investment Compliance Team to carry out the compliance functions described in
this Statement. The members of the TRPI Investment Compliance Team include
Carol Eve, Rachel Dickens, and Maxine Martin.
PERSONS SUBJECT TO STATEMENT. The provisions of this Statement apply to the
following persons and entities. In the case of an individual, the Statement
also applies to the individual's spouse, minor children, and certain other
relatives, as further described on page 4-4 of this Statement.
TRPI. TRPI for its own account, including sponsored retirement plans of the
firm, if any.
TRPI OFFICERS, DIRECTORS AND EMPLOYEES. Each officer, director, and
employee of TRPI. The term "Director" means any TRPI Director who is an
officer or employee of TRPI or Price Associates.
Each Officer, Director, and Employee stationed in TRPI's Baltimore office
will be referred to as BALTIMORE EMPLOYEES. Baltimore Employees are subject
to all the provisions of the TRPA Statement, including its prior clearance
and various reporting requirements. Therefore, although Baltimore Employees
will be subject to this Statement's general principles, they will not be
subject to the Statement's specific prior clearance or reporting
requirements. The TRPA Statement is considered a part of this Statement.
CERTAIN TEMPORARY WORKERS. These workers include:
/2/ Any temporary or consultant when his or her assignment at TRPI
exceeds or will exceed four weeks or when his or her cumulative
assignments exceed eight weeks over a twelve-month period; and
/2/ Any contingent worker immediately at the time of engagement if his
or her assignment is more than casual in nature or if he or she will
be exposed to the kinds of information and situations that would
create conflicts on matters covered in the Code.
TRFAM PERSONNEL. As stated earlier, a Statement of Policy on Securities
Transactions has been adopted by TRFAM. Under that Statement, any TRFAM
officer, director, or employee who has been seconded to TRFAM by TRPI and
who works in any office other than Baltimore will be subject to this
Statement.
INDEPENDENT DIRECTORS OF THE TRPI FUNDS. The Independent Directors of the TRPI
Funds are prohibited from owning the stock of Price Associates. They are
SUBJECT to:
/2/ the Statement's general principles;
/2/ the Statement's transaction reporting requirements;
/2/ restrictions on dealing with clients;
/2/ co-investing restrictions;
/2/ investment in client investment partnership restrictions; and
/2/ 1/2 of 1% ownership reporting requirements
They are EXEMPT from:
/2/ prior clearance requirements; and
/2/ the requirements and rules dealing with:
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/2/ new issues;
/2/ investment clubs;
/2/ private placements;
/2/ short sales;
/2/ trading activity;
/2/ brokerage confirmations, periodic account statements and
notification of broker/dealer accounts;
/2/ the 60-Day Rule; and
/2/ disclosure of personal securities holdings.
ACCESS PERSONS. The term "ACCESS PERSON" means:
/2/ TRPI;
/2/ any officer (vice president or above) or director of TRPI or the Price
Funds (excluding the Independent Directors of the TRPI Funds);
/2/ any employee of TRPI, or the Price Funds who, in connection with his or
her regular functions or duties, makes, participates in, 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
/2/ any person in a control relationship to TRPI 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.
The TRPI Investment Compliance Team notifies each Access Person of his or her
status under the Code. ALL OFFICERS, DIRECTORS AND EMPLOYEES OF TRPI ARE
DEEMED TO BE ACCESS PERSONS.
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, employees
who are:
/2/ authorized to make investment decisions or to recommend securities
transactions on behalf of TRPI's clients;
/2/ research and credit analysts; and
/2/ TRPI traders.
All Investment Personnel are deemed Access Persons under the Code. The TRPI
Investment Compliance Team notifies all Investment Personnel of their status
under the Code.
QUESTIONS ABOUT THE STATEMENT. Covered Persons are urged to seek the advice of
Martin Wade, David Warren, Henry Hopkins, the TRPI Compliance Officer or their
designees when they have questions as to the application of this Statement to
their individual circumstances.
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TRANSACTIONS SUBJECT TO STATEMENT. Except as provided below, the provisions of
this Statement apply to securities transactions that fall under one of the
following two conditions:
IF, you are a "BENEFICIAL OWNER" of the security under the Rule 16a-1 of the
United States Securities Exchange Act of 1934 ("EXCHANGE ACT"), as defined
below.
OR, 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 a power of attorney to direct
transactions in another person's account or give ongoing advice to another
person about his or her securities transactions, 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 to derive any
profit from a transaction in the security.
For example, a person has beneficial ownership in:
/2/ securities held by members of the person's immediate family SHARING THE
SAME HOUSEHOLD;
/2/ securities held by a trust, if that person is either a trust
beneficiary or a trustee with investment control;
/2/ the right to acquire securities through the exercise or conversion of
any derivative
security, whether or not presently exercisable;
/2/ a proportionate interest in the portfolio securities held by a general
or limited partnership if that person is a general partner;
/2/ 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
/2/ the right to dividends that is separated or separable from the
underlying securities. Otherwise, a 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
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appropriate.
If you feel you 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 the TRPI Investment Compliance Team. 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 the TRPI Investment Compliance Team.
NOTIFICATION OF BROKER/DEALER ACCOUNTS. ALL ACCESS PERSONS must give written
notice to the TRPI Investment Compliance Team before opening or trading in a
securities account with any broker/dealer.
NEW ACCESS PERSONS. New Access Persons must give written notice to the TRPI
Investment Compliance Team of any existing securities accounts maintained with
any broker/dealer when joining the firm (no later than 10 days after the
starting date).
TRANSACTION REPORTING REQUIREMENTS (OTHER THAN PRICE ASSOCIATES' STOCK).
TRANSACTIONS THAT MUST BE REPORTED. Other than for the transactions
specified below as exempt, every person subject to this Statement is
required to report to the TRPI Investment Compliance Team ALL securities
transactions, including the following:
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.
REGULAR SAVINGS SCHEMES. Transactions involving the purchase of
securities pursuant to a systematic investment plan, (i.e., a regular
savings scheme or savings plan) if the underlying investment(s) is not
exempt from prior clearance. REPORTING OF THESE TRANSACTIONS MUST BE
MADE PROMPTLY AFTER THE INDIVIDUAL RECEIVES HIS OR HER REPORTS REGARDING
THESE TRANSACTIONS (e.g., if the individual receives reports
semi-annually only, he or she must report the transactions on that
basis).
MANDATORY TENDERS. Purchases and sales of securities pursuant to a
mandatory tender offer.
SPOUSAL PAYROLL DEDUCTION PLANS/SPOUSAL STOCK OPTIONS. Transactions
involving the purchase or exchange of securities by a spouse pursuant to
a payroll deduction plan or the exercise by a spouse of a
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stock option issued by the spouse's employer. REPORTING OF SPOUSAL
PAYROLL DEDUCTION PLAN TRANSACTIONS MUST BE MADE PROMPTLY AFTER THE
INDIVIDUAL RECEIVES HIS OR HER REPORTS REGARDING THESE TRANSACTIONS
(e.g., if the individual receives reports semi-annually only, he or she
must report the transactions on that basis); REPORTING OF A SPOUSAL
STOCK OPTION EXERCISE MUST BE MADE WITHIN 10 DAYS OF THE EXERCISE.
INHERITANCES. Acquisition of securities through inheritance.
GIFTS. Acquisition or disposition of securities by gift.
TRANSACTIONS EXEMPT FROM REPORTING. The following transactions are exempt from
the reporting requirements:
OPEN-ENDED COLLECTIVE INVESTMENT SCHEMES, INCLUDING UNIT TRUSTS AND U.S.
MUTUAL FUNDS. Purchases or redemptions of shares of any open-ended
collective investment schemes, unit trusts and U.S. open-end investment
companies, including the Price Funds and similar, foreign-registered
investment vehicles, except that any person covered by this Statement
who serves as the president, chairman of the board, 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 at the time
of the initial purchase of shares.
GOVERNMENT OBLIGATIONS. Purchases or sales of direct U.S. or Foreign
Government obligations.
CORPORATE ACTIONS (E.G., STOCK SPLITS AND SIMILAR TRANSACTIONS). The
acquisition of additional shares of existing corporate holdings through
the reinvestment of income dividends and capital gains in mutual funds
and similar investment vehicles, stock splits, stock dividends, exercise
of rights, exchanges or conversions.
DIVIDEND REINVESTMENT PLANS. The purchase of securities with dividends
effected through an established DRP. If, however, a Connected Purchase
or a sale by an Access Person must receive prior clearance (see p. 4-9),
that transaction must also be reported.
BROKERAGE CONFIRMATIONS, PERIODIC ACCOUNT STATEMENTS AND OTHER REPORTING FORMS.
ALL ACCESS PERSONS must request broker-dealers executing their transactions to
send to the attention of the TRPI Investment Compliance Team a duplicate
confirmation or contract note with respect to each and every reportable
transaction, including Price Associates' stock, and a copy of all periodic
statements for all securities accounts in
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which the Access Person is considered to have beneficial ownership and/or
control (see Page 4-4 for a discussion of beneficial ownership and control
concepts). All transactions not reported directly to the TRPI Investment
Compliance Team by the executing broker/dealer must be reported by the employee
on the form designated "TRPI Report of Securities Transactions," which is
available from the TRPI Investment Compliance Team.
WHEN REPORTS ARE DUE. Unless your broker/dealer provides a confirmation,
contract note, or statement directly to the TRPI Investment Compliance Team, you
must report a securities transaction within ten (10) days after the trade date
(for example, a purchase in a private placement), or within ten (10) days after
the date on which you first gain knowledge of the transaction (for example, a
bequest) if this is later. Transactions involving either a regular savings
scheme or the purchase of securities by a spouse pursuant to a payroll deduction
plan, however, may be reported when the report is received.
The TRPI Investment Compliance Team will send all such reports to Baltimore
Legal/Compliance on a quarterly basis.
TRANSACTION REPORTING REQUIREMENTS OF THE INDEPENDENT DIRECTORS OF THE TRPI
FUNDS. The Independent Directors of the TRPI Funds are subject to similar
reporting requirements as Access Persons, except that reports need only be filed
quarterly and the reports of the Independent Directors are filed in Baltimore.
Specifically, each Independent Director must file a report for each quarter's
transactions with Baltimore Legal/ Compliance no later than ten (10) calendar
days after the end of the calendar quarter in which the transactions were
effected. Reports must be filed for each quarter, regardless of whether there
have been any reportable transactions. Baltimore Legal/Compliance will send the
Independent Directors of the TRPI Funds a reminder letter and Reporting Form
approximately ten (10) days prior to the end of each calendar quarter.
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
definitions of Beneficial Owner/Control). The form to provide the Securities
Holdings Report will be provided upon commencement of employment, appointment or
promotion and should be submitted to the TRPI Investment Compliance Team, which
will provide a copy to Baltimore Legal/Compliance.
Effective January 2001, ALL Access Persons are also required to file a
Securities Holding Report on an annual basis, pursuant to United States law.
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CONFIDENTIALITY OF RECORDS. TRPI makes every effort to protect the privacy of
all personnel in connection with their Securities Holdings Reports and Reports
of Securities Transactions.
PRIOR CLEARANCE REQUIREMENTS FOR ACCESS PERSONS (OTHER THAN PRICE ASSOCIATES'
STOCK). 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. PRIOR CLEARANCE MUST BE OBTAINED REGARDLESS OF HOW THE
TRANSACTION IS EFFECTED. 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 4-2 for definition of Front Running).
Compliance with the 60-Day Rule (p. 4-14) is the responsibility of the Access
Person; it is not covered by prior clearance procedures. It is also the Access
Person's responsibility to ensure that all custody and settlement requirements
are met.
TRANSACTIONS EXEMPT FROM PRIOR CLEARANCE REQUIREMENTS (OTHER THAN PRICE
ASSOCIATES' STOCK). All securities transactions must receive prior clearance
except the following:
OPEN-ENDED COLLECTIVE INVESTMENT SCHEMES, INCLUDING UNIT TRUSTS AND U.S.
MUTUAL FUNDS. Purchases or redemptions of shares of any open-ended
collective investment scheme, unit trust and U.S. open-end investment
companies, including the Price Funds, and similar foreign-registered
investment vehicles.
GOVERNMENT OBLIGATIONS. Purchases or sales of direct U.S. or Foreign
Government obligations.
REGULAR SAVINGS SCHEMES. Purchases effected through a systematic
investment plan involving the automatic investment of a set amount on
predetermined dates (i.e., a regular savings scheme or savings plan),
provided that, if the underlying investment(s) in the scheme or plan is
not exempt from prior clearance, the TRPI Investment Compliance Team has
been previously notified by the Access Person that he or she will be
participating in the scheme or plan, and any purchase to initiate
participation in the scheme or plan or any sale receives prior
clearance.
DIVIDEND REINVESTMENT PLANS. Purchases effected through an established
Dividend Reinvestment Plan ("DRP"), provided the TRPI Investment
Compliance Team is first notified by the Access Person
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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 his or her purchase of shares in addition to those purchased with
dividends (a "CONNECTED PURCHASE") AND any sales of shares from the DRP
MUST receive prior clearance.
CORPORATE ACTIONS (E.G., STOCK SPLITS AND SIMILAR TRANSACTIONS). The
acquisition of additional shares of an existing holding through the
reinvestment of income dividends and capital gains in mutual funds and
similar investment vehicles, stock splits, stock dividends, exercise of
rights, exchanges or conversions.
MANDATORY TENDERS. Purchases and sales of securities pursuant to a
mandatory tender offer.
SPOUSAL PAYROLL DEDUCTION PLANS. Purchases or exchanges by an Access
Person's spouse pursuant to a payroll deduction plan, provided the TRPI
Investment Compliance Team 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.
INHERITANCES. Acquisition of securities through inheritance.
GIFTS. Acquisition or disposition of securities by gift.
PROCEDURES FOR OBTAINING PRIOR CLEARANCE (OTHER THAN PRICE ASSOCIATES'
STOCK) FOR ACCESS PERSONS. Requests for prior clearance may be made by
electronic mail or by submitting a written form to the TRPI Investment
Compliance Team. The TRPI Investment Compliance Team is 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, and the estimated value of the requested transaction.
The TRPI Investment Compliance Team will record whether the request was
approved or disapproved and the date and time of the approval or
disapproval; the reason for any disapproval; if approval was granted
pursuant to an exemption being granted; the nature of the transaction (i.e.,
whether the transaction is a purchase or a sale) and whether the securities
are part of a new issue or private placement.
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Responses to all requests will be confirmed by the TRPI Investment
Compliance Team by electronic mail or on a standard written form documenting
the request and its approval/disapproval.
Requests will normally be processed on the same day they are received;
HOWEVER, ADDITIONAL TIME MAY BE REQUIRED TO ALLOW CHECKS TO BE MADE WITH
OVERSEAS OFFICES.
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. If the proposed securities transaction is
not executed within this time, a new clearance must be obtained. FOR
EXAMPLE, IF APPROVAL IS GRANTED AT 2:00 PM MONDAY, THE TRADE MUST BE
EXECUTED BY WEDNESDAY.
REASONS FOR DISALLOWING PROPOSED TRANSACTIONS. A proposed security
transaction will be disapproved by the TRPI Investment Compliance Team if:
PENDING CLIENT ORDERS BY TRPI. An order has been placed by TRPI to
purchase or sell the security through the London, Baltimore or Hong Kong
trading desk.
PENDING CLIENT ORDERS BY PRICE ASSOCIATES. An order has been
placed by Price Associates 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 TRPI or Price Associates within
the seven (7) 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.
SECURITIES SUBJECT TO INTERNAL TRADING RESTRICTIONS. The issuer has
been placed on the TRPI Restricted List.
PROCEDURES FOR OBTAINING PRIOR CLEARANCE FOR INITIAL PUBLIC OFFERINGS
("IPOS").
INVESTMENT PERSONNEL. Although subject to prior clearance, Investment
Personnel may purchase securities which are the subject of an IPO if the
TRPI Investment Compliance Team determines that all
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of the following conditions are met:
/2/ The issue is open to the general public and allocations are made
by the issuer/syndicate on a purely random basis (lottery) or on a
pro-rata basis per application ( collectively "PRO-RATA OFFERING");
/2/ No order for the purchase of any such securities has been entered
by TRPI or Price Associates on behalf of any client;
/2/ The number of shares to be purchased is commensurate with the
normal size and activity of the Investment Personnel's account; and
/2/ Another member of the Investment Team has reviewed the proposed
purchase and has determined that the Investment Personnel wishing to
purchase the securities is not likely to participate in the firm's
investment decision regarding any client investment in the IPO.
Investment Personnel are not permitted to participate in an IPO in any
other circumstances.
NON-INVESTMENT PERSONNEL. Access Persons other than Investment
Personnel ("NON-INVESTMENT PERSONNEL") may purchase securities in a
Pro-rata Offering if the first three of the four conditions described
above are met.
Non-Investment Personnel may also be granted approval to purchase
securities which are the subject of a Non-Pro-rata Offering. In
considering such a request for approval, the TRPI Investment Compliance
Team will determine whether the proposed transaction presents a conflict
of interest with any of the firm's clients or otherwise violates the
Code. Approvals will carry the following conditions:
1.
The purchase is made through the Non-Investment Personnel's
regular broker, bank, or from a syndicate member through a
general solicitation or subscription form, if relevant; and
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2.
The number of shares to be purchased is commensurate with the
normal size and activity of the Non-Investment Personnel's
account.
ALL ACCESS PERSONS. Neither Investment Personnel nor Non-Investment
Personnel will be permitted to purchase in an IPO if any of TRPI's or
Price Associates' clients are prohibited from doing so. This
prohibition will remain in effect until these clients have had the
opportunity to purchase in the secondary market once the underwriting is
completed -- commonly referred to as the aftermarket. In addition, the
60-Day Rule applies to transactions in securities purchased in an IPO.
JAPANESE NEW ISSUES. All Access Persons are prohibited from purchasing
a security which is the subject of an IPO in Japan.
PROCEDURES FOR OBTAINING PRIOR CLEARANCE FOR PRIVATE PLACEMENTS. Approval
for an Access Person to invest in or sell securities through a private
placement of securities, including the purchase of limited partnership
interests, must be sought from the TRPI Investment Compliance Team in the
usual manner. The approval process will include a review by a member of the
Investment Team to 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, as well as approval by a member of the Ethics
Committee.
CONTINUING OBLIGATION. Any 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 TRPI Investment
Compliance Team.
REQUESTS FOR WAIVERS OF PRIOR CLEARANCE DENIALS. If an Access Person has
been denied prior clearance, he or she may apply to the TRPI Investment
Compliance Team, which will refer the matter to a member 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.
LARGE CAPITALIZATION EXEMPTION. Although subject to prior clearance,
transactions involving securities in large companies, within the parameters
set by the Ethics Committee, will be approved under normal circumstances
("LARGE CAPITALIZATION SECURITIES").
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TRANSACTIONS INVOLVING LARGE CAPITALIZATION SECURITIES. This exemption
applies to transactions involving no more than $20,000 (all dollar
references are to U.S. dollars) or the nearest round lot (if the amount
of the transaction only marginally exceeds $20,000) per security per
week in securities of companies with market capitalizations of $5
billion or more.
TRANSACTIONS INVOLVING OPTIONS ON LARGE CAPITALIZATION 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. 4-13. Otherwise, in the case of options on an
individual security qualifying for the Large Capitalization Exemption,
an Access Person may trade the GREATER of 5 contracts or sufficient
option contracts to control $20,000 in the underlying security; for
example, an Access Person may trade 5 contracts even if this permits the
Access Person to control $50,000 (i.e., more than $20,000) in the
underlying security. Similarly, the Access Person may trade more than 5
contracts as long as those contracts do 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 following 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 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.
CLIENT LIMIT ORDERS. The TRPI Investment Compliance Team may approve an
Access Person's proposed trade even if a limit order has been entered for a
client for the same security, if the client's limit order is 10% or more
away from the market at the time of approval. Access Persons are required
to enter market orders.
INVESTMENT CLUBS. An Access Person may not form or participate in a stock
or investment club unless prior written approval has been obtained from a
member of the Ethics Committee. All transactions by such a stock
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or investment club in which an individual has beneficial ownership or
control are subject to the same prior clearance and reporting requirements
applicable to an individual's trades. However, if an 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 for the club's transactions, but not of
reporting requirements, from a member of the Ethics Committee as part of the
approval process. Prior clearance waiver requests for transactions in Price
Associates' stock (see p. 4-15) will not be granted.
OPTIONS AND FUTURES. Please consult the specific section on Exchange-Traded
Index Options (p. 4-12) for transactions in these options.
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BEFORE ENGAGING IN OPTIONS AND FUTURES TRANSACTIONS, ACCESS
PERSONS SHOULD UNDERSTAND THE IMPACT THAT THE 60-DAY RULE MAY
HAVE ON THEIR ABILITY TO CLOSE OUT A POSITION (SEE PAGE 4-14).
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OPTIONS AND FUTURES ON SECURITIES AND INDICES NOT HELD BY TRPI'S OR
PRICE ASSOCIATES' 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 issuers (and options or futures on such
securities) which are not held by any of TRPI's or Price Associates'
clients.
OPTIONS ON SECURITIES OF COMPANIES HELD BY TRPI'S OR PRICE ASSOCIATES'
CLIENTS. With respect to options on securities of issuers which are held
by any of TRPI's or Price Associates' 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. 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 security is eligible for the Large
Capitalization Exemption, 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.
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OTHER OPTIONS AND FUTURES HELD BY TRPI'S OR PRICE ASSOCIATES' CLIENTS.
Any other option or futures transaction with respect to securities held
by any of TRPI's or Price Associates' clients will be approved or
disapproved on a case-by-case basis after due consideration is given to
whether the proposed transaction or series of transactions might appear
to or actually create a conflict with the interests of any of TRPI's or
Price Associates' clients. Such securities include financial
instruments regulated solely by the United States Commodity Futures
Trading Commission ("CFTC").
SHORT SALES. Access Persons may not sell any security short which is owned
by any client of TRPI or Price Associates.
60-DAY RULE. Access Persons are prohibited from the purchase and sale or
sale and purchase of the same (or equivalent) security 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 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 July 1,
2000, he or she may not sell ANY shares of XYZ stock for 60 days following
July 1, 2000. The 60-Day Rule "clock" restarts EACH time a trade is made in
that security.
For purposes of this Code, the 60-Day Rule does not apply to:
/2/ any transaction exempt from prior clearance (see p. 4-8);
/2/ the purchase and sale or sale and purchase of exchange-traded index
options; and
/2/ 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.
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Access Persons may apply for a waiver from the 60-Day Rule to the TRPI
Investment Compliance Team, which will refer the matter to a member of the
Ethics Committee. All such requests must be in writing and must fully
describe the basis upon which the waiver is being requested; such 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 a U.S. or other
government registered investment adviser unless that entity is traded on a
recognized U.S., U.K., or foreign exchange, listed as a NASDAQ/NMS stock, or
permission is given under the Private Placement Procedures (see p. 4-11).
TRANSACTIONS IN STOCK OF PRICE ASSOCIATES. Because Price Associates, the parent
of TRPI, is a public company, ownership of its stock subjects its officers,
inside and independent directors, and employees to special legal requirements
under the United States securities laws. These requirements have been extended
to apply to TRPI Officers, Directors and Employees. However, the Independent
Directors of the TRPI Funds are prohibited from owning the stock of Price
Associates. Each TRPI Officer, Director, and Employee is responsible for his or
her own compliance with these requirements. Price Associates' stock may be
purchased through any broker-dealer, including T. Rowe Price Investment
Services, Inc's TRP Brokerage and AMA Divisions, as long as all other
requirements have been met. In connection with these legal requirements, TRPI
has adopted the following rules and procedures:
QUARTERLY EARNINGS REPORT. TRPI Officers, Directors and Employees must
refrain from initiating transactions in Price Associates' stock in which
they have a beneficial interest, generally 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. They will be notified through the Office of the
Secretary of Price Associates ("SECRETARY") from time to time as to the
controlling dates.
PRIOR CLEARANCE. TRPI Officers, Directors and Employees are required to
obtain clearance prior to effecting any proposed transaction (including
gifts and transfers) involving shares of Price Associates' stock owned
beneficially. Requests for prior clearance must be in writing on the form
entitled "Notification of Proposed Transaction" (available from the Price
Associates' Corporate Records Department) and submitted to the Secretary,
who is responsible for processing and maintaining the records of all such
requests. Receiving prior clearance does not relieve TRPI Officers,
Directors and Employees from conducting their personal securities
transactions in full compliance with the Code and applicable securities laws
and regulations, including the
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prohibition on trading while in possession of material, inside information.
Transactions in Price Associates' stock are subject to the 60-Day Rule
except for certain options exercises. See p. 4-14.
ALL TRPI OFFICERS, DIRECTORS AND EMPLOYEES MUST OBTAIN PRIOR
CLEARANCE OF ANY TRANSACTION INVOLVING PRICE ASSOCIATES'
STOCK FROM THE OFFICE OF THE SECRETARY OF PRICE ASSOCIATES.
CONTACT CLARA SALVINO (410-345-6790) OR BARBARA VAN HORN
(410-345-7733).
INITIAL DISCLOSURE OF HOLDINGS. Each new Employee must report to the
Secretary any shares of Price Associates' stock in 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 effected
through a dividend reinvestment plan need not receive prior clearance if the
Secretary's office has been previously notified by the TRPI Officer,
Director, or 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 TRPI Officers, Directors, and Employees who are
subject to Section 16 of the United States 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. TRPI Officers, Directors,
and Employees must notify the Secretary whether the proposed transaction in
Price Associates' stock was effected 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
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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.
/2/ 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.
/2/ 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.
/2/ 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 United States 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, a division
of the United States Department of the Treasury. 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
U.S. 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.
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DEALING WITH CLIENTS IN A PRINCIPAL TRANSACTION. TRPI Officers, Directors or
Employees may not, directly or indirectly, sell to or purchase from an TRPI
client any security. This prohibition does not preclude the purchase or
redemption of shares of any mutual fund that is a client of TRPI.
CLIENT INVESTMENT PARTNERSHIPS.
CO-INVESTING. TRPI Access Persons are not permitted to co-invest in client
investment partnerships of TRPI, Price Associates, or their affiliates,
such as International Partners, Strategic Partners and Threshold.
DIRECT INVESTMENT. The Independent Directors of the TRPI Funds are not
permitted to invest as limited partners in client investment partnerships
of TRPI, Price Associates, or their affiliates.
MARGIN ACCOUNTS. While brokerage margin accounts are discouraged, Access
Persons may open and maintain margin accounts for the purchase of securities
provided such accounts are with brokerage firms with which the Access Persons
maintains a regular brokerage account.
TRADING ACTIVITY. Access Persons are discouraged from engaging in a pattern of
securities transactions which is either:
/2/ So excessively frequent as to potentially impact his or her ability
to carry out assigned responsibilities, or
/2/ Involve securities positions which are disproportionate to his or
her net assets.
At the discretion of the Ethics Committee, written notification of
excessive trading may be sent to the supervisor of the Access Person.
OWNERSHIP REPORTING REQUIREMENTS - ONE-HALF OF ONE PERCENT OWNERSHIP. If an
Access Person beneficially 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 the TRPI Investment Compliance Team, providing the name of
the company and the total number of such company's shares beneficially owned.
The TRPI Investment Compliance Team will inform Baltimore Legal/Compliance
about any such ownership promptly.
SANCTIONS. Strict compliance with the provisions of this Statement is
considered a basic provision of association
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with TRPI and the TRPI Funds. The Ethics Committee and the TRPI Investment
Compliance Team are primarily responsible for administering this Statement. In
fulfilling this function, the Ethics Committee will institute such procedures as
it deems reasonably necessary to monitor compliance with this Statement and to
otherwise prevent and detect violations.
VIOLATIONS BY PERSONS COVERED BY THIS STATEMENT. Upon discovering a
material violation of this Statement by a person covered by this Statement,
the Ethics Committee will impose such sanctions as it deems appropriate or
may, in its discretion, refer the matter to the Board of Directors of TRPI
to determine the appropriate sanctions. Sanctions may include, 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 TRPI, 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 TRPI and to the
Board of Directors of any TRPI Fund with respect to whose securities such
violations may have been involved.
VIOLATIONS BY INDEPENDENT DIRECTORS OF TRPI FUNDS. Upon discovering a
material violation of this Statement by an Independent Director of a TRPI
Fund, the Ethics Committee shall report such violation to the Board of
Directors of TRPI and to the TRPI Fund Boards on which the director serves.
The TRPI Board of Directors and the TRPI Fund Boards will impose such
sanctions as they deem appropriate.
VIOLATIONS BY BALTIMORE EMPLOYEES OF TRPI. Upon discovering a material
violation of the Price Associates' Statement of Policy on Securities
Transactions by a Baltimore-based employee of TRPI, the Price Associates'
Ethics Committee shall report such violation to the Board of Directors of
TRPI and to the Board of Directors of any TRPI Fund with respect to whose
securities such violations may have been involved.
