<PAGE>
EFFECTIVE AUGUST 9, 2000
CODE OF ETHICS
T. ROWE PRICE INTERNATIONAL, INC.
<PAGE>
CODE OF ETHICS
OF
T. ROWE PRICE INTERNATIONAL, INC.
TABLE OF CONTENTS
Page
----
GENERAL POLICY STATEMENT 1-1
Purpose and Scope of Code of Ethics 1-1
Who is Subject to the Code 1-1
Status as a Fiduciary 1-2
What Code Does Not Cover 1-2
Compliance with Code 1-2
Questions Regarding the Code 1-2
Appendix 1-4
STANDARDS OF CONDUCT OF TRPI AND ITS EMPLOYEES 2-1
Allocation of Client Brokerage 2-1
Annual Verification of Compliance 2-1
Antitrust 2-1; 8-1
Compliance with Copyright Laws 2-1; 6-1
Computer Security 2-1; 7-1
Conflicts of Interest 2-1
Relationships with Profitmaking Enterprises 2-1
Service with Nonprofitmaking Enterprises 2-2
Relationships with Financial Service Firms 2-2
Investment Clubs 2-3
Confidentiality 2-3
Internal Operating Procedures and Planning 2-3
Clients and Fund Shareholders 2-3
Investment Advice 2-4
Investment Research 2-4
Understanding as to Clients' Accounts and Company Records
at Time of Employee Termination 2-4
Corporate Responsibility 2-5; 5-1
Employment of Former Government Employees 2-5
Employment Practices 2-5
Equal Opportunity 2-5
Harassment 2-5
Drug and Alcohol Abuse 2-6
Past and Current Litigation 2-6
Financial Reporting 2-6
Health and Safety in the Workplace 2-6
Illegal Payments and Inducements 2-6
Marketing and Sales Activities 2-6
Policy Regarding Acceptance and Giving of Gifts and Gratuities 2-7
Receipt of Gifts 2-7
Giving of Gifts 2-7
Entertainment 2-8
Research Trips 2-9
Political Activities 2-9
Protection of Corporate Assets 2-10
Quality of Services 2-10
Record Retention 2-10
Referral Fees 2-10
Release of Information to the Press 2-10
Responsibility to Report Violations 2-11
Service as Trustee, Executor or Personal Representative 2-11
Speaking Engagements and Publications 2-11
Trading in Securities with Inside Information 2-11; 3-1
STATEMENT OF POLICY ON MATERIAL, INSIDE (NON-PUBLIC) INFORMATION 3-1
STATEMENT OF POLICY ON SECURITIES TRANSACTIONS 4-1
STATEMENT OF POLICY ON CORPORATE RESPONSIBILITY 5-1
STATEMENT OF POLICY WITH RESPECT TO COMPLIANCE
WITH UNITED STATES COPYRIGHT LAWS 6-1
STATEMENT OF POLICY WITH RESPECT TO COMPUTER SECURITY
AND RELATED ISSUES 7-1
STATEMENT OF POLICY ON COMPLIANCE WITH UNITED STATES
ANTITRUST LAWS 8-1
August, 2000
<PAGE>
CODE OF ETHICS
OF
T. ROWE PRICE INTERNATIONAL, INC.
INDEX
Page
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Access Persons 4-3
Activities, Political 2-9
Alcohol Abuse 2-6
Allocation of Client Brokerage 2-1
Annual Verification of Compliance 2-1
Antitrust 2-1; 8-1
Assets, Protection of Corporate 2-9
Association of Investment Management and Research ("AIMR") 2-7
Beneficial Ownership 4-4
Brokerage Accounts 4-5
Brokerage Confirmations 4-7
Client Brokerage, Allocation of 2-1
Client Limit Orders 4-13
Code of Ethics, Compliance with 1-2
Code of Ethics, Purpose and Scope of 1-1
Code of Ethics, Questions Regarding 1-2
Code of Ethics, Who is Subject to 1-1
Co-Investment with Client Investment Partnerships 4-17
Computer Security 2-1; 7-1
Conduct, Standards of, TRPI and its Employees 2-1
Confidentiality 2-3
Confidentiality, Computers 7-1
Conflicts of Interest 2-1
Copyright Laws, Compliance with 2-1; 6-1
Corporate Assets, Protection of 2-9
Corporate Responsibility 2-5; 5-1
Disclosure of Personal Securities Holdings by Access Persons 4-8
Drug Abuse 2-6
Electronic Bulletin Boards, Participation on 7-1
Employees, Standards of Conduct 2-1
Employment of Former Government Employees 2-5
Employment Practices 2-5
Entertainment 2-8
Ethics Committee 1-4; 4-2
Equal Opportunity 2-5
Exchange - Traded Index Options 4-12
Executor, Service as 2-11
Fees, Referral 2-10
Fiduciary, TRPI's Status as a 1-2
Financial Reporting 2-6
Financial Service Firms, Relationships with 2-2
Front Running 4-2
General Policy Statement 1-1
Gifts, Giving 2-7
Gifts, Receipt of 2-7
Government Employees, Employment of Former 2-5
Harassment 2-5
Health and Safety in the Workplace 2-6
Illegal Payments 2-6
Independent Directors, TRPI Funds 4-3
Information, Release to the Press 2-10
Initial Public Offerings 4-10
Inside Information, Trading in Securities with 2-11; 3-1
Insider Trading Prohibitions 3-1
Insider Trading Prohibitions, U.K. Law 3-6
Insider Trading Prohibitions, U.S. Law 3-2
Interest, Conflicts of 2-1
Investment Clubs 2-3; 4-13
Investment Personnel 4-4
Large Capitalization Exemption for Securities Transactions 4-12
Margin Accounts 4-18
Marketing and Sales Activities 2-6
Non-Investment Personnel 4-11
Non-Profitmaking Enterprise, Service with 2-2
Options and Futures 4-13
Ownership Reporting Requirements (1/2 of 1%) 4-18
Payments, Illegal 2-6
Personal Securities Holdings, Disclosure of by Access Person 4-8
Personal Representative, Service as 2-11
Political Activities 2-9
Press, Release of Information to the 2-10
TRPI, Standards of Conduct 2-1
Price Associates' Stock, Transactions in 4-15
Prior Clearance of Securities Transactions (Other than Price
Associates' Stock) 4-8
Private Placement, Investment In 4-11
Profitmaking Enterprise, Relationships with 2-1
Protection of Corporate Assets 2-10
Publications 2-11
Quality of Services 2-10
Questions Regarding the Code 1-2
Record Retention 2-10
Referral Fees 2-10
Release of Information to the Press 2-10
Reporting, Financial 2-6
Reporting, Price Associates' Stock Transactions 4-16
Reporting, Securities Transactions (Other than Price Associates' Stock) 4-6
Research Trips 2-9
Responsibility, Corporate 2-5; 5-1
Restricted List 3-9
Retention, Record 2-10
Safety and Health in the Workplace 2-6
Sanctions 4-18
Securities Transactions, Reporting of (Other than Price Associates'
Stock) 4-6
Services, Quality of 2-10
Short Sales 4-14
Sixty (60) Day Rule 4-14
Software Programs, Application of Copyright Law 7-2
Speaking Engagements 2-11
Standards of Conduct of TRPI and its Employees 2-1
Statement, General Policy 1-1
Temporary Workers, Applications of Code to 1-1; 4-2
Termination of Employment 2-4
Trading Activity 4-18
Trips, Research 2-9
Trustee, Service as 2-11
Violations, Responsibility to Report 2-11
August, 2000
<PAGE>
CODE OF ETHICS
OF
T. ROWE PRICE INTERNATIONAL, INC.
GENERAL POLICY STATEMENT
PURPOSE AND SCOPE OF CODE OF ETHICS. In recognition of T. Rowe Price
International, Inc.'s ("TRPI") commitment to maintain the highest standards
of professional conduct and ethics, the firm's Board of Directors has
adopted this Code of Ethics ("Code") composed of Standards of Conduct and
the following Statements of Policy ("Statements"):
1. Statement of Policy on Material, Inside (Non-Public) Information
2. Statement of Policy on Securities Transactions
3. Statement of Policy on Corporate Responsibility
4. Statement of Policy with Respect to Compliance with United States
Copyright Laws
5. Statement of Policy with Respect to Computer Security and Related Issues
6. Statement of Policy on Compliance with United States Antitrust Laws
The purpose of this Code is to help preserve our most valuable asset - the
reputation of TRPI and its employees.
WHO IS SUBJECT TO THE CODE. Except as provided below, TRPI and its
officers, directors and employees are all subject to the Code. In addition,
the following persons are also subject to the Code:
* Any temporary or consultant where his or her assignment at TRPI
exceeds or will exceed four weeks or when his or her cumulative
assignment exceeds eight weeks over a twelve-month period; and
* 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.
Employees in the Baltimore office are subject to the Code of Ethics of T.
Rowe Price Associates, Inc. ("Price Associates"), rather than this Code.
TRPI'S STATUS AS A FIDUCIARY. The primary responsibility of TRPI as an
investment adviser is to render to its clients on a professional basis
unbiased and continuous advice regarding their investments. As an
investment adviser, TRPI has a fiduciary relationship with all of its
clients, which means that it has an absolute duty of undivided loyalty,
fairness and good faith toward its clients and mutual fund shareholders and
a corresponding obligation to refrain from taking any action or seeking any
benefit for itself which would, or which would appear to, prejudice the
rights of any client or shareholder or conflict with his or her best
interests.
WHAT CODE DOES NOT COVER. The Code was not written for the purpose of
covering all policies, rules and regulations to which employees may be
subject. As an example, TRPI is also subject to the rules and regulations
of the Investment Management Regulatory Organization ("IMRO").
COMPLIANCE WITH CODE. Strict compliance with the provisions of this Code is
considered a basic condition of employment with the firm. An employee may
be required to surrender any profit realized from a transaction which is
deemed to be in violation of the Code. In addition, any breach of the Code
may constitute grounds for disciplinary action, including dismissal from
employment. Employees may appeal to the Ethics Committee any ruling or
decision rendered with respect to the Code.
QUESTIONS REGARDING THE CODE. Questions regarding the Code should be
referred as follows:
1. Standards of Conduct of TRPI and its employees: The Ethics Committee or
Legal Department, Baltimore.
2. Statement of Policy on Material, Inside (Non-Public) Information: Legal
Department, Baltimore or the TRPI Investment Compliance Team.
3. Statement of Policy on Securities Transactions: The Ethics Committee or
the TRPI Investment Compliance Team.
4. Statement of Policy on Corporate Responsibility: Corporate
Responsibility Committee.
5. Statement of Policy with Respect to Compliance with United States
Copyright Laws: Legal Department, Baltimore.
6. Statement of Policy with Respect to Computer Security and Related
Issues: Local Help Desk or Information Security area.
7. Statement of Policy on Compliance with United States Antitrust Laws:
Legal Department, Baltimore.
APPENDIX. Attached to this Statement is an appendix identifying key groups
identified in the Code.
August, 2000
<PAGE>
APPENDIX TO THE T. ROWE PRICE INTERNATIONAL, INC.
CODE OF ETHICS
* Brokerage Control Committee. This Committee sets the firm's policy
regarding the allocation of client brokerage. For more information,
contact its Secretary, Carol Eve, in London.
* Ethics Committee. The members of the Ethics Committee are Martin Wade
and David Warren in London and M. David Testa and Henry Hopkins in
Baltimore.
* TRPI Investment Compliance Team. The members of the Team are Carol Eve,
Rachel Dickens, and Maxine Martin.
August, 2000
<PAGE>
STANDARDS OF CONDUCT OF T. ROWE PRICE INTERNATIONAL, INC.
AND ITS EMPLOYEES
ALLOCATION OF CLIENT BROKERAGE. The firm's policies with respect to the
allocation of client brokerage are set forth in Part II of Form ADV, TRPI's
registration statement filed with the United States Securities and Exchange
Commission ("SEC"). It is imperative that all employees -- especially those
who are in a position to make recommendations regarding brokerage
allocation, or who are authorized to select brokers who will execute
securities transactions on behalf of our clients -- read and become fully
knowledgeable concerning our policies in this regard. Any questions
regarding our firm's allocation of client brokerage should be addressed to
the TRPI Brokerage Control Committee.
ANNUAL VERIFICATION OF COMPLIANCE. Each year, each employee is required to
complete a Verification Statement regarding his or her compliance with
various provisions of this Code, including its policies on personal
securities transactions and material, inside information.
ANTITRUST. The United States antitrust laws are designed to ensure fair
competition and preserve the free enterprise system. Some of the most
common antitrust issues with which an employee may be confronted are in the
areas of pricing (adviser fees) and trade association activity. To ensure
its employees' understanding of these laws, TRPI has adopted a Statement of
Policy on Compliance with United States Antitrust Laws. All employees
should read and understand this Statement (see page 8-1).
COMPLIANCE WITH COPYRIGHT LAWS. To protect TRPI and its employees, TRPI has
adopted a Statement of Policy with Respect to Compliance with United States
Copyright Laws. All employees should read and understand this Statement
(see page 6-1).
COMPUTER SECURITY. Computer systems and programs play a central role in
TRPI's operations. To establish appropriate computer security to minimize
potential for loss or disruptions to our computer operations, TRPI has
adopted the computer security policies of its parent, Price Associates, in
London, Buenos Aires, Tokyo, Singapore, Paris, and Hong Kong. Employees in
each location should read and understand the policy in effect for his or her
location. (see page 7-1).
CONFLICTS OF INTEREST. A direct or indirect interest in a supplier,
creditor, debtor or competitor may conflict with the interests of TRPI. All
employees must avoid placing themselves in a "compromising position" where
their interests may be in conflict with those of TRPI or its clients.
Relationships with Profitmaking Enterprises. A conflict may occur when
an employee of TRPI is also employed by another firm, directly or as a
consultant or independent contractor; has a direct financial interest
in another firm; has an immediate family financial interest in another
firm; or is a director, officer or partner of another firm.
Employees of our firm sometimes serve as directors, officers, partners,
or in other capacities with profitmaking enterprises not related to
TRPI or its mutual funds. Employees are generally prohibited from
serving as officers or directors of corporations which are approved or
are likely to be approved for purchase in our firm's client accounts.
An employee may not accept outside employment that would require him or
her to become registered (or dually registered) as a representative of
an unaffiliated broker/dealer, investment adviser, or an insurance
broker or company. An employee may also not become independently
registered as an investment adviser.
An employee who is contemplating obtaining another interest or
relationship that might conflict or appear to conflict with the
interests of TRPI, such as accepting employment with or an appointment
as a director, officer or partner of or as a consultant or independent
contractor to, an outside profitmaking enterprise, must receive the
prior approval of the Ethics Committee. Upon review by the Ethics
Committee, the employee will be advised in writing of the Committee's
decision. Decisions by the Ethics Committee regarding outside
directorships in profitmaking enterprises will be reviewed by the Board
of Directors before becoming final. Outside business interests (such
as part-time employment, or acting as a consultant for or independent
contractor to an outside profitmaking enterprise) that will not
conflict or appear to conflict with the interests of the firm need not
be reviewed by the Ethics Committee, but must be approved by the
employee's supervisor.
Certain employees may serve as directors or in similar positions for
non-public, for-profit entities in connection with their professional
activities at TRPI. An employee must obtain the permission of the
Board of Directors before accepting such a position and must relinquish
the position if the entity becomes publicly held, unless otherwise
determined by the Board of Directors.
Service With Nonprofitmaking Enterprises. TRPI encourages its
employees to become involved in community programs and civic affairs.
However, employees should not permit such activities to affect the
performance of their job responsibilities. Prior to accepting a
position as a trustee or member of the Board of Directors of any
non-profit organization, an employee should receive the approval of the
Ethics Committee.
Relationships With Financial Service Firms. In order to avoid any
actual or apparent conflicts of interest, employees are prohibited from
investing in or entering into any relationship, either directly or
indirectly, with corporations, partnerships, or other entities which
are engaged in business as a broker, a dealer, an underwriter
(including an underwriter of insurance), and/or an investment adviser.
As described above, this prohibition extends to registration and/or
licensure with an unaffiliated firm. This prohibition, however, is not
meant to prevent employees from purchasing publicly traded securities
of broker/dealers, investment advisers or other companies engaged in
the mutual fund industry. Of course, all such purchases are subject to
normal prior clearance and reporting procedures. This policy does not
preclude an employee from engaging an outside investment adviser to
manage his or her assets.
If any member of an employee's immediate family is employed by, has a
partnership interest in, or has an equity interest of .5% or more in a
broker/dealer, investment adviser or other company engaged in the
mutual fund industry, the relationship must be reported to the Ethics
Committee.
Investment Clubs. An Access Person (defined on p. 4-3 of the Code) 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 or investment club in which
an individual has beneficial ownership or control are subject to the
same prior clearance and reporting requirements applicable to the
individual's trades. As described on p. 4-13, 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 prior approval of transactions in Price
Associates' stock, which may not be waived), but not of reporting
requirements, from a member of the Ethics Committee as part of the
approval process.
CONFIDENTIALITY. The exercise of confidentiality extends to four major
areas of our operations: internal operating procedures and planning; clients
and fund shareholders; investment advice; and investment research. The duty
to exercise confidentiality applies not only when an employee is with the
firm, but also after he or she ceases employment with the firm.
Internal Operating Procedures and Planning. During the years we have
been in business, a great deal of creative talent has been used to
develop specialized and unique methods of operations and portfolio
management. In many cases, we feel these methods give us an advantage
over our competitors, and we do not want these ideas disseminated
outside our firm. Accordingly, employees should be guarded in
discussing our business practices with outsiders. Any requests from
outsiders for specific information of this type should be cleared with
your supervisor before it is released.
Also, from time to time management holds meetings with employees in
which material, non-public information concerning the future plans of
the firm or any of its affiliates is disclosed. Employees should never
discuss confidential information with, or provide copies of written
material concerning the firm's internal operating procedures or
projections for the future to, unauthorized persons outside the firm.
Clients and Fund Shareholders. In many instances, when clients
subscribe to our services, we ask them to disclose fully their
financial status and needs. This is done only after we have assured
them that every member of our organization will hold this information
in strict confidence. It is essential that we respect their trust. A
simple rule for employees to follow is that the names of our clients or
fund shareholders or any information pertaining to their investments
must never be divulged to anyone outside the firm, not even to members
of their immediate families, and must never be used as a basis for
personal trades over which the employee has beneficial interest or
control.
Investment Advice. Because of the fine reputation our firm enjoys,
there is a great deal of public interest in what we are doing in the
market. There are two major considerations that dictate why we must
not provide investment "tips":
* From the point of view of our clients, it is not fair to give
other people information which clients must purchase.
* From the point of view of the firm, it is not desirable to create
an outside demand for a stock when we are trying to buy it for our
clients, as this will only serve to push the price up. The
reverse is true if we are selling.
In light of these considerations, employees must never disclose to
outsiders our buy and sell recommendations, securities we are
considering for future investment, or the portfolio holdings of our
clients or mutual funds unless the disclosure is required by law.
The practice of giving investment advice informally to members of your
immediate family should be restricted to very close relatives. Any
transactions resulting from such advice are subject to the prior
approval and reporting requirements of the Statement of Policy on
Securities Transactions. Under no circumstances should an employee
receive compensation directly or indirectly (other than from TRPI or
its parent) for rendering advice to either clients or non-clients.
Investment Research. Any report circulated by a research analyst is
confidential in its entirety and should not be reproduced or shown to
anyone outside of our organization, except our clients where
appropriate.
Understanding as to Clients' Accounts and Company Records at Time of
Employee Termination. The accounts of clients and mutual fund
shareholders are the sole property of TRPI. This applies to all
clients for whom TRPI acts as investment adviser, regardless of how or
through whom the client relationship originated and regardless of with
whom within TRPI the client has a direct relationship. At the time of
termination of employment with TRPI, an employee must: (1) surrender
to TRPI in good condition any and all materials, reports or records
(including all copies in his or her possession or subject to his or her
control) developed by him or her or any other person which are
considered confidential information of TRPI (except copies of any
research material in the production of which the employee participated
to a material extent); and (2) refrain from communicating, transmitting
or making known to any person or firm any information relating to any
materials or matters whatsoever which are considered by TRPI to be
confidential.
Employees must use care in disposing of any confidential records or
correspondence. Confidential material that is to be discarded should be
torn up or shredded.
CORPORATE RESPONSIBILITY. As a major institutional investor with a
fiduciary duty to its clients, including its mutual fund shareholders, TRPI
has adopted a Statement of Policy on Corporate Responsibility (see page 5-
1). The purpose of this Statement is to establish formal standards and
procedures to guide TRPI with respect to its responsibilities to deal with
matters of corporate and social responsibilities which may affect the
companies in which client assets are invested.
EMPLOYMENT OF FORMER GOVERNMENT EMPLOYEES. United States laws and
regulations govern the employment of former employees of the U.S. Government
and its agencies, including the SEC. In addition, certain states have
adopted similar statutory restrictions. Finally, certain states and
municipalities which are clients of TRPI have imposed contractual
restrictions in this regard. Before any action is taken to discuss
employment by TRPI of a former government employee, guidance must be
obtained from the Legal Department in Baltimore ("Baltimore Legal
Department").
EMPLOYMENT PRACTICES.
Equal Opportunity. TRPI is committed to the principles of Equal
Employment. We believe our continued success depends on talented
people, without regard to race, color, religion, national origin,
gender, age, disability, sexual orientation, Vietnam era military
service or any other classification protected by law.
This commitment to Equal Opportunity covers all aspects of the
employment relationship, including recruitment, application and initial
employment, promotion and transfer, selection for training
opportunities, wage and salary administration, and the application of
service, retirement, and employee benefit plan policies.
All members of TRPI's staff are expected to comply with the spirit and
intent of this Equal Employment Opportunity Policy.
If you feel you have not been treated in accordance with this Policy,
contact your immediate supervisor, your manager or the Baltimore Legal
Department. No retaliation will be taken against any employee who
reports an incident of alleged discrimination.
Harassment. TRPI intends to provide employees a workplace free from
any form of harassment. This includes sexual harassment which may
result from unwelcome advances, requests for favors or any verbal or
physical conduct of a sexual nature. Such actions or statements may or
may not be accompanied by explicit or implied promises of preferential
treatment or negative consequences in connection with one's employment.
Harassment might include uninvited sex-oriented conversations,
touching, comments, jokes, suggestions or innuendos. This type of
behavior can create a stressful, intimidating and offensive atmosphere;
it may adversely affect morale and work performance.
Any employee who feels offended by the action or comments of another,
or any employee who has observed such behavior, should report the
matter, in confidence, to his or her immediate supervisor or manager.
If that presents a problem, report the matter to the local Human
Resources Officer or the Baltimore Legal Department. All complaints
will be investigated immediately and confidentially. Any employee who
has behaved in a reprehensible manner will be subject to disciplinary
action in keeping with the gravity of the offense.
Drug and Alcohol Abuse. TRPI's policy is to maintain a drug-free
workplace and prevent alcohol abuse. This policy fosters a safe,
healthful and productive environment for its employees and customers
and protects TRPI's property, equipment, operations and reputation in
the community and the industry.
PAST AND CURRENT LITIGATION. As a condition of employment, new employees
answer a questionnaire regarding certain regulatory and related matters.
TRPI uses the information obtained through these questionnaires and others
to answer questions asked on United States, state, IMRO and other
governmental registration forms and for insurance and bonding purposes.
Each employee is responsible for keeping answers on the questionnaire
current. If an employee becomes party to any proceeding that could lead to
his or her conviction for any felony or misdemeanor (other than traffic or
other minor offenses) or becomes the subject of a regulatory action by the
SEC, IMRO, a state, or any government, regulatory agency, or self-regulatory
organization relating to securities or investment activities, he or she
should notify the Baltimore Legal Department and the local Human Resources
Officer promptly.
FINANCIAL REPORTING. TRPI's records are maintained in a manner that
provides for an accurate record of all financial transactions in conformity
with generally accepted accounting principles. No false or deceptive
entries may be made and all entries must contain an appropriate description
of the underlying transaction. All reports, vouchers, bills, invoice,
payroll and service records and other essential data must be accurate,
honest and timely and should provide an accurate and complete representation
of the facts.
HEALTH AND SAFETY IN THE WORKPLACE. TRPI recognizes its responsibility to
provide employees a safe and healthful workplace and proper facilities to
help them do their jobs effectively.
ILLEGAL PAYMENTS AND INDUCEMENTS. U.S., U.K., state, and certain foreign
laws prohibit the payment of bribes, kickbacks, inducements or other illegal
gratuities or payments by or on behalf of TRPI. TRPI, through its policies
and practices, is committed to comply fully with these laws. The United
States Foreign Corrupt Practices Act makes it a crime to corruptly give,
promise or authorize payment, in cash or in kind, for any service to a
foreign official or political party in connection with obtaining or
retaining business. If an employee is solicited to make or receive an
illegal payment, he or she should contact the Baltimore Legal Department.
MARKETING AND SALES ACTIVITIES. All written and oral marketing materials
and presentations (including performance data) must be in compliance with
applicable SEC, National Association of Securities Dealers, Inc. ("NASD"),
IMRO and Association of Investment Management and Research ("AIMR")
requirements. All advertisements, sales literature, and other written
marketing materials must be reviewed and approved by the advertising
section of the Baltimore Legal Department prior to use. All performance
data distributed outside the firm, including total return and yield
information, must be obtained from the TRPI Performance Group before
distribution.
POLICY REGARDING ACCEPTANCE AND GIVING OF GIFTS AND GRATUITIES. The firm,
as well as its employees and members of their families, should not accept or
give gifts that might in any way create or appear to create a conflict of
interest or interfere with the impartial discharge of our responsibilities
to clients or place our firm in a difficult or embarrassing position.
Such gifts would include gratuities or other accommodations from or to
business contacts, brokers, securities salespersons, approved companies,
suppliers, clients, or any other individual or organization with whom our
firm has a business relationship, but would not include certain types of
business entertainment as described later in this section.
Receipt of Gifts. Personal contacts may lead to gifts which are
offered on a friendship basis and may be perfectly proper. It must be
remembered, however, that business relationships cannot always be
separated from personal relationships and that the integrity of a
business relationship is always susceptible to criticism in hindsight
where gifts are received.
Under no circumstances may employees accept gifts from any business or
business contact in the form of cash or cash equivalents. Gift
certificates may only be accepted if used; they may not be converted to
cash except for nominal amounts not consumed when the gift certificate
is used.
There may be an occasion where it might be awkward to refuse a token
non-cash expression of appreciation given in the spirit of friendship.
In such cases, the value should not exceed $100 (U.S. dollars) from
each business or business contact in any twelve-month period. The
value of a gift directed to the members of a Department as a group may
be divided by the number of employees in that Department. A gift sent
to the firm generally may be awarded to the winner of a random drawing
open to all eligible employees. Gifts received which are unacceptable
according to this policy must be returned to the giver. Further, gifts
must always be received in the employee's normal workplace. Gifts
should not be sent to the employee's home.
Giving of Gifts. An employee may never give a gift to a business
contact in the form of cash or cash equivalents, including gift
certificates. Token gifts may be given to business contacts, but the
aggregate value of all such gifts given to the business contact may not
exceed $100 (U.S. dollars) in any twelve-month period without the
permission of the Ethics Committee. If an employee believes that it
would be appropriate to give a gift with a value exceeding $100 to a
business contact in a specific situation, he or she must submit a
written request to the Ethics Committee. The request should specify:
* the name of the giver;
* the name of the intended recipient and his or her employer;
* the nature of the gift and its monetary value;
* the nature of the business relationship; and
* the reason the gift is being given.
NASD regulations prohibit exceptions to the $100 (U.S. dollars) limit
for gifts given in connection with T. Rowe Price Investment Services
Inc.'s ("Investment Services") business. The Corporate Gift Department
in Baltimore or compliance personnel in London (the "TRPI Investment
Compliance Team"), as appropriate, will retain a record of all gifts
given in connection with Investment Services' business, as required by
NASD Conduct Rule 3060.
Entertainment. Our firm's $100 (U.S. dollars) limit on the acceptance
and giving of gifts not only applies to gifts of merchandise, but also
covers the enjoyment or use of property or facilities for weekends,
vacations, trips, dinners, and the like. However, this limitation does
not apply to dinners, sporting events and other activities which are a
normal part of a business relationship. The acceptance of an
invitation from a business contact to sporting or other events is an
appropriate way to maintain good relationships. However, if any
employee engages in such activities in excess, serious conflict of
interest questions can arise. When such invitations involve time away
from the office, they should be checked by the employee's supervisor.
As a matter of firm policy, employees are limited to two days in any
calendar year for such entertainment events. Further invitations may
be accepted, but they must be accommodated within the employee's own
time or holiday leave. Acceptance of invitations under this rule
should be advised to the relevant recordkeeper of holiday entitlements,
otherwise these days will be deducted from holiday entitlements.
To illustrate the principle behind the entertainment policy, the
following examples are provided:
First Example: The head of institutional research at brokerage firm
"X" (whom you have known and done business with for a number of
years) invites you and your husband to join her and her husband for
dinner and afterwards a theatrical production.
Second Example: You wish to see a recent hit musical in London, but
are told it is sold out. You call a broker friend who works at
company "X" to see if he can get tickets for you. The broker says
yes and offers you two tickets free of charge.
Third Example: You have been invited by a vendor to a multi-day
excursion to a resort where the primary focus is entertainment as
opposed to business. The vendor has offered to pay your travel and
lodging for this trip.
In the first example, it would be proper for you to accept the
invitation.
With respect to the second example, it would not be proper to solicit a
person doing business with the firm for free tickets to any event. You
could, however, accept the tickets if you pay for them at their fair
value or, if greater, at the cost to the broker.
With respect to the third example, trips of substantial value, such as
multi-day excursions to resorts, hunting locations or sports events,
where the primary focus is entertainment as opposed to business
activities, would not be considered a normal part of a business
relationship. Generally, such invitations may not be accepted unless
our firm or the employee pays for the cost of the excursion and the
employee has obtained approval from Martin Wade, David Warren or their
designee.
The same principles apply if an employee wishes to entertain a business
contact. Inviting business contacts and, if appropriate, their guests,
to an occasional meal, sporting event, the theater, or comparable
entertainment is acceptable as long as it is neither so frequent nor so
extensive as to raise any question of propriety. If an employee wishes
to pay for a business guest's transportation (e.g., airfare) and/or
accommodations as part of business entertainment, he or she must first
receive the permission of the Ethics Committee.
RESEARCH TRIPS. Occasionally, brokers or portfolio companies invite
employees of our firm to attend or participate in research conferences,
tours of portfolio companies' facilities, or meetings with the management of
such companies. These invitations may involve traveling extensive distances
to and from the sites of the specified activities and may require overnight
lodging. As a general rule, such invitations should only be accepted after
a determination has been made that the proposed activity constitutes a
valuable research opportunity which will be of primary benefit to our
clients. All travel expenses to and from the sites of the activities, and
the expenses of any overnight lodging, meals or other accommodations
provided in connection with such activities, should be paid for by our firm
except in situations where the costs are considered to be insubstantial and
are not readily ascertainable. Employees may not accept reimbursement from
brokers or portfolio companies for travel and hotel expenses; speaker fees
or honoraria for addresses or papers given before audiences; or consulting
services or advice they may render. Likewise, employees may neither request
nor accept loans or personal services from brokers or portfolio companies.
POLITICAL ACTIVITIES. Employees are encouraged to participate and vote in
all national and local elections.
No political contribution of corporate funds, direct or indirect, to any
political candidate or party, or to any other organization that might use
the contribution for a political candidate or party, or use of corporate
property, services or other assets may be made without the written approval
of the Baltimore Legal Department. These prohibitions cover not only direct
contributions but also indirect assistance or support of candidates or
political parties through purchase of tickets to special dinners or other
fund raising events, or the furnishing of any other goods, services or
equipment to political parties or committees.
PROTECTION OF CORPORATE ASSETS. All employees are responsible for taking
measures to ensure that TRPI's assets are properly protected. This
responsibility not only applies to our business facilities, equipment and
supplies, but also to intangible assets such as proprietary, research or
marketing information, corporate trademarks and servicemarks, and
copyrights.
QUALITY OF SERVICES. It is a continuing policy of TRPI to provide
investment products and services which: (1) meet applicable laws,
regulations and industry standards; (2) are offered to the public in a
manner which ensures that each client/shareholder understands the objectives
of each investment product selected; and (3) are properly advertised and
sold in accordance with all applicable SEC, IMRO, state and NASD rules and
regulations.
The quality of TRPI's investment products and services and operations
affects our reputation, productivity, profitability and market position.
TRPI's goal is to be quality leader and to create conditions that allow and
encourage all employees to perform their duties in an efficient, effective
manner.
RECORD RETENTION. Under various U.S., U.K., and other governmental laws and
regulations, TRPI is required to produce, maintain and retain various
records, documents and other written (including electronic) communications.
Each employee is responsible for adhering to TRPI's record maintenance and
retention policies. Generally, U.S. law requires an investment adviser to
retain records in a readily accessible location for not less than five years
from the end of the fiscal year during which the record was made, the
current year and the two immediately preceding years in an appropriate
office of the adviser. (See Tab 7, Investment Adviser Compliance Manual).
Any questions regarding this requirement should be addressed to the
Baltimore Legal Department.
REFERRAL FEES. United States securities laws strictly prohibit the payment
of any type of referral fee unless certain conditions are met. This would
include any compensation to persons who refer clients or shareholders to us
(e.g., brokers, registered representatives or any other persons) either
directly in cash, by fee splitting, or indirectly by the providing of gifts
or services (including the allocation of brokerage). IMRO also prohibits
the payment of certain inducements. No arrangements involving referral fees
or inducements should be entered into obligating TRPI or any employee unless
approved by the Baltimore Legal Department.
RELEASE OF INFORMATION TO THE PRESS. All requests for information from the
media concerning TRPI's corporate affairs, mutual funds, investment
services, investment philosophy and policies, and related subjects should be
referred to Martin Wade, David Warren, David Testa, or to the Public
Relations Department in Baltimore for reply. Investment professionals who
are contacted directly by the press concerning a particular fund's
investment strategy or market outlook may use their own discretion, but are
advised to check with the Public Relations Department in Baltimore if they
do not know the reporter or feel it may be inappropriate to comment on a
particular matter.
RESPONSIBILITY TO REPORT VIOLATIONS. Every employee who becomes aware of a
violation of this Code is encouraged to report, on a confidential basis, the
violation to his or her supervisor. If the supervisor appears to be
involved in the wrongdoing, the report should be made to the next level of
supervisory authority or to Martin Wade or David Warren. Upon notification
of the alleged violation, the supervisor is obligated to advise the
Baltimore Legal Department.
It is TRPI's policy that no adverse action will be taken against any
employee who reports a violation in good faith.
SERVICE AS TRUSTEE, EXECUTOR OR PERSONAL REPRESENTATIVE. Employees may
serve as trustees, co-trustees, executors or personal representatives for
the estates of or trusts created by close family members. Employees may
also serve in such capacities for estates or trusts created by nonfamily
members. However, if an employee expects to be actively involved in an
investment capacity in connection with an estate or trust created by a
nonfamily member, he or she must first be granted permission by the Ethics
Committee. If an employee serves in any of these capacities, securities
transactions effected in such accounts will be subject to the prior approval
and reporting requirements of our Statement of Policy on Securities
Transactions.
If any employees presently serve in any of these capacities for nonfamily
members, they should report these relationships in writing to the Ethics
Committee.
SPEAKING ENGAGEMENTS AND PUBLICATIONS. Employees are often asked to accept
speaking engagements on the subject of investments, finance, or their own
particular specialty with our organization. This is encouraged by the firm,
as it enhances our public relations, but you should obtain approval from
Martin Wade or David Warren before you accept such requests.
You may also accept an offer to teach a course on investments or related
topics (for example, at a local college) in your individual capacity with
the approval of the head of your Division. You should also contact the
Baltimore Legal Department in this instance to discuss any guidelines
triggered by NASD or other regulatory requirements.
Before making any commitment to write or publish any article or book on a
subject related to investments or your work at TRPI, approval should be
obtained from Martin Wade or David Warren.
TRADING IN SECURITIES WITH INSIDE INFORMATION. The purchase or sale of
securities while in possession of material, inside information is prohibited
by U.S., U.K., and other governmental laws. Information is considered
inside and material if it has not been publicly disclosed and is
sufficiently important that it would affect the decision of a reasonable
person to buy, sell or hold stock in an issuer, including T. Rowe Price
Associates' stock. Under no circumstances may an employee transmit such
information to any other person, except to other employees who are required
to be kept informed on the subject. All employees should read and
understand the Statement of Policy on Material, Inside (Non-Public)
Information (see page 3-1). Any questions regarding the firm's policies in
this area should be addressed to the Baltimore Legal Department, the TRPI
Investment Compliance Team, or the TRPI Compliance Officer in London ("TRPI
Compliance Officer").
August, 2000
<PAGE>
T. ROWE PRICE INTERNATIONAL, INC.
STATEMENT OF POLICY
ON
MATERIAL, INSIDE (NON-PUBLIC) INFORMATION
PURPOSE OF STATEMENT OF POLICY. The purpose of this Statement of Policy
("Statement") is to comply with the requirement of the United States Insider
Trading and Securities Fraud Enforcement Act to establish, maintain, and
enforce written procedures designed to prevent insider trading. This
Statement explains: (i) the general legal prohibitions and sanctions
regarding insider trading; (ii) the meaning of the key concepts underlying
the prohibitions; (iii) the obligations of each officer, director, and
employee ("Employee") of T. Rowe Price International, Inc. ("TRPI") in the
event he or she comes into possession of material, non-public information;
and (iv) the firm's educational program regarding insider trading. TRPI has
also adopted a Statement of Policy on Securities Transactions ("Securities
Transactions Statement"), which requires certain persons to obtain prior
clearance with respect to their personal securities transactions and to
report such transactions on a timely basis.
THE BASIC INSIDER TRADING PROHIBITION. The "insider trading" doctrine under
United States securities laws generally prohibits any person (including
investment advisers) from:
* trading in a security while in possession of material, non-public
information regarding the security;
* tipping such information to others;
* recommending the purchase or sale of securities while in possession
of such information;
* assisting someone who is engaged in any of the above activities.
Thus, "insider trading" is not limited to insiders of the company whose
securities are being traded. It can also apply to non-insiders, such as
investment analysts, portfolio managers and stockbrokers. In addition, it is
not limited to persons who trade. It also covers persons who tip material,
non-public information or recommend transactions in securities while in
possession of such information.
POLICY OF TRPI ON INSIDER TRADING. It is the policy of TRPI to prohibit any
of its Employees, while in possession of material, non-public information,
from trading securities or recommending transactions, either personally or
in its proprietary accounts or on behalf of others (including mutual funds
and private accounts), or communicating material, non-public information to
others in violation of the securities laws of the United States or any other
country that has jurisdiction over its activities.
"NEED TO KNOW" POLICY. All information regarding planned, prospective or
ongoing securities transactions must be treated as confidential. Such
information must be confined, even within the firm, to only those
individuals and departments that must have such information in order for
TRPI to carry out its engagement properly and effectively.
TRANSACTIONS INVOLVING T. ROWE PRICE ASSOCIATES, INC. STOCK. TRPI's parent
is T. Rowe Price Associates, Inc. ("Price Associates"), which is a public
company whose stock is traded on the NASDAQ/NMS System. Certain Employees
of TRPI could, under certain circumstances, be deemed to be "insiders" with
respect to Price Associates. It is therefore important that these persons
not discuss with family, friends or other persons any matter concerning
Price Associates which might involve material, non-public information,
whether favorable or unfavorable.
SANCTIONS. Penalties for trading on material, non-public information are
severe, both for the individuals involved in such unlawful conduct and their
employers. An Employee of TRPI who violates the insider trading laws can be
subject to some or all of the penalties described below, even if he or she
does not personally benefit from the violation:
* Injunctions;
* Treble damages;
* Disgorgement of profits;
* Criminal fines;
* Jail sentences;
* Civil penalties for the person who committed the violation (which
would, under normal circumstances, be the Employee and not the firm)
of up to three times the profit gained or loss avoided, whether or
not the individual actually benefited; and
* Civil penalties for TRPI (and other persons, such as managers and
supervisors, who are deemed to be controlling persons) of up to the
greater of $1,000,000 or three times the amount of the profit gained
or loss avoided under U.S. law. Fines can be unlimited under U.K.
law.
In addition, any violation of this Statement can be expected to result in
serious sanctions being imposed by TRPI, including dismissal of the
person(s) involved.
The provisions of both U.S. and U.K. law discussed below are complex and
wide ranging. So if you are in any doubt about how they affect you, you
must consult a member of the TRPI Compliance Team in London (the "TRPI
Investment Compliance Team"), the TRPI Compliance Officer in London ("TRPI
Compliance Officer") or the Legal Department in Baltimore ("Baltimore Legal
Department").
U.S. LAW REGARDING INSIDER TRADING PROHIBITIONS.
Introduction. "Insider trading" is a top enforcement priority of the United
States Securities and Exchange Commission ("SEC"). In 1988, the United
States Insider Trading and Securities Fraud Enforcement Act (the "Act") was
signed into law. This Act has had a far reaching impact on all public
companies and especially those engaged in the securities brokerage or
investment advisory industries, including directors, executive officers and
other controlling persons of such companies. While the Act does not provide
a statutory definition of "insider trading," it contains major changes to
the previous law. Specifically, the Act:
Written Procedures. Requires SEC-registered brokers, dealers and
investment advisers to establish, maintain and enforce written policies
and procedures reasonably designed to prevent the misuse of material,
non-public information by such persons.
Civil Penalties. Imposes severe civil penalties on brokerage firms,
investment advisers, their management and advisory personnel and other
"controlling persons" who fail to take adequate steps to prevent
insider trading and illegal tipping by Employees and other "controlled
persons." Persons who directly or indirectly control violators,
including entities such as TRPI, and their officers and directors, now
face penalties to be determined by the court in light of the facts and
circumstances, but not to exceed the greater of $1,000,000 (U.S.
dollars) or three times the amount of profit gained or loss avoided as
a result of the violation.
Criminal Penalties. Provides penalties for criminal securities law
violations:
* Maximum jail term -- ten years;
* Maximum criminal fine for individuals -- $1,000,000;
* Maximum criminal fine for entities --$2,500,000.
Private Right of Action. Establishes a statutory private right of
action on behalf of contemporaneous traders against insider traders and
their controlling persons.
Bounty Payments. Authorizes the SEC to award bounty payments to
persons who provide information leading to the successful prosecution
of insider trading violations. Bounty payments are at the discretion
of the SEC, but may not exceed 10% of the penalty imposed.
Basic Concepts of Insider Trading. The four critical concepts in United
States insider trading cases are: (1) fiduciary duty/misappropriation, (2)
materiality, (3) non-public, and (4) possession. Each concept is discussed
below.
Fiduciary Duty/Misappropriation. In two decisions, Dirks v. SEC and
Chiarella v. United States, the United States Supreme Court held that
insider trading and tipping violate the federal securities law if the
trading or tipping of the information results in a breach of duty of trust
or confidence.
A typical breach of duty arises when an insider, such as a corporate
officer, purchases securities of his or her corporation on the basis of
material, non-public information. Such conduct breaches a duty owed to the
corporation's shareholders. The duty breached, however, need not be to
shareholders to support liability for insider trading; it could also involve
a breach of duty to a client, an employer, employees, or even a personal
acquaintance. For example, courts have held that if the insider receives a
personal benefit (either direct or indirect) from the disclosure, such as a
pecuniary gain or reputational benefit, that would be enough to find a
fiduciary breach.
The concept of who constitutes an "insider" is broad. It includes officers,
directors and employees of a company. In addition, a person can be a
"temporary insider" if he or she enters into a confidential relationship in
the conduct of a company's affairs and, as a result, is given access to
information solely for the company's purpose. A temporary insider can
include, among others, a company's attorneys, accountants, consultants, and
bank lending officers, as well as the employees of such organizations. In
addition, any person may become a temporary insider of a company if he or
she advises the company or provides other services, provided the company
expects such person to keep any material, non-public information disclosed
confidential.
Court decisions in the United States have held that, under a
"misappropriation" theory, an outsider (such as an investment analyst) may
be liable if he or she breaches a duty to anyone by: (1) obtaining
information improperly or (2) using information that was obtained properly
for an improper purpose. For example, if information is given to an analyst
on a confidential basis and the analyst uses that information for trading
purposes, liability could arise under the misappropriation theory.
Similarly, an analyst who trades in breach of a duty owed either to his or
her employer or client may be liable under the misappropriation theory. For
example, the United States Supreme Court upheld the misappropriation theory
when a lawyer received material, non-public information from a law partner
who represented a client contemplating a tender offer, where that lawyer
used the information to trade in the securities of the target company.
The situations in which a person can trade while in possession of material,
non-public information without breaching a duty are so complex and uncertain
that the only safe course is not to trade, tip or recommend securities while
in possession of material, non-public information.
Materiality. Insider trading restrictions arise only when the information
that is used for trading, tipping or recommendations is "material." The
information need not be so important that it would have changed an
investor's decision to buy or sell; rather, it is enough that it is the type
of information on which reasonable investors rely in making purchase, sale
or hold decisions.
Resolving Close Cases. The United States Supreme Court has held that,
in close cases, doubts about whether or not information is material
should be resolved in favor of a finding of materiality. You should
also be aware that your judgment regarding materiality may be reviewed
by a court or the SEC with the 20-20 vision of hindsight.
Effect on Market Price. Any information that, upon disclosure, is
likely to have a significant impact on the market price of a security
should be considered material.
Future Events. The materiality of facts relating to the possible
occurrence of future events depends on the likelihood that the event
will occur and the significance of the event if it does occur.
Illustrations. The following list, though not exhaustive, illustrates
the types of matters that might be considered material: a joint
venture, merger or acquisition; the declaration or omission of
dividends; the acquisition or loss of a significant contract; a change
in control or a significant change in management; a call of securities
for redemption; the borrowing of a significant amount of funds; the
purchase or sale of a significant asset; a significant change in
capital investment plans; a significant labor dispute or disputes with
subcontractors or suppliers; an event requiring a company to file a
current report on Form 8-K with the SEC; establishment of a program to
make purchases of the company's own shares; a tender offer for another
company's securities; an event of technical default or default on
interest and/or principal payments; advance knowledge of an upcoming
publication that is expected to affect the market price of the stock.
These illustrations are equally applicable to Price Associates as a
public company and should serve as examples of the types of matters
that Employees should not discuss with persons outside the firm.
Remember, even though you may have no intent to violate any securities
law, an offhand comment to a friend might be used unbeknownst to you by
such friend to effect purchases or sales of Price Associates' stock.
If such transactions were discovered and your friend were prosecuted,
your status as an informant or "tipper" would directly involve you in
the case.
Non-public vs. Public Information. Any information which is not "public" is
deemed to be "non-public." Just as an investor is permitted to trade on the
basis of information that is not material, he or she may also trade on the
basis of information that is public. Information is considered public if it
has been disseminated in a manner making it available to investors
generally. An example of non-public information would include material
information provided to a select group of analysts but not made available to
the investment community at large. Set forth below are a number of ways in
which non-public information may be made public:
Disclosure to News Services and National Papers. The U.S. stock
exchanges require each exchange-traded issuer to disseminate material,
non-public information about itself to: (1) the national business and
financial newswire services (Dow Jones and Reuters); (2) the national
service (Associated Press); and (3) The New York Times and The Wall
Street Journal.
Local Disclosure. An announcement by an issuer in a local newspaper
might be sufficient for a company that is only locally traded, but
might not be sufficient for a company that has a national market.
Information in SEC Reports. Information contained in reports filed
with the SEC will be deemed to be public.
Information in Brokerage Reports. Information published in bulletins
and research reports disseminated by brokerage firms will, as a general
matter, be deemed to be public.
If TRPI is in possession of material, non-public information with respect to
a security before such information is disseminated to the public (i.e., such
as being disclosed in one of the public media described above), TRPI and its
Employees must wait a sufficient period of time after the information is
first publicly released before trading or initiating transactions to allow
the information to be fully disseminated.
Concept of Possession. It is important to note that the SEC takes the
position that the United States law regarding insider trading prohibits any
person from trading in a security in violation of a duty of trust and
confidence while in possession of material, non-public information regarding
the security. This is in contrast to trading on the basis of the material,
non-public information. To illustrate the problems created by the use of
the "possession" standard, as opposed to the "caused" standard, the
following three examples are provided:
First, if the investment committee to the International Stock Fund were
to obtain material, non-public information about one of its portfolio
companies from a TRPI equity research analyst, that fund would be
prohibited from trading in the securities to which that information
relates. The prohibition would last until the information is no longer
material or non-public.
Second, if the investment committee to the International Stock Fund
obtained material, non-public information about a particular portfolio
security but continued to trade in that security, then the committee
members, TRPI, and possibly management personnel might be liable for
insider trading violations.
Third, even if the investment committee to the Fund does not come into
possession of the material, non-public information known to a TRPI
equity research analyst, if it trades in the security, it may have a
difficult burden of proving to the SEC or to a court that it was not in
possession of such information.
Tender Offers. Tender offers are subject to particularly strict regulation
under the United States securities laws. Specifically, trading in
securities which are the subject of an actual or impending tender offer by a
person who is in possession of material, non-public information relating to
the offer is illegal, regardless of whether there was a breach of fiduciary
duty. Under no circumstances should you trade in securities while in
possession of material, non-public information regarding a potential tender
offer.
U.K. LAW REGARDING INSIDER TRADING PROHIBITIONS.
The U.K. Act. The Criminal Justice Act 1993 (the "U.K. Act") prohibits an
"insider" from:
* dealing in "securities" about which he or she has "inside
information";
* encouraging another person to deal in those securities;
* disclosing the "inside information" otherwise than in the proper
performance of the insider's employment office or profession.
The definition of "securities" is very wide and is not limited to U.K.
securities. The U.K. Act also covers all dealing in "securities," whether
on or off market and whether done within or without the U.K.
The following flow chart illustrates the core concepts under the U.K. Act:
[FLOW CHART OMITTED]
<TABLE>
<CAPTION>
Does the Are you an Do you have
--------> transaction --------> individual --------> the information --->
involve with "inside as an |
"securities"? information"? "insider"? |
| | | |
V V V |
--------------------------------------------------------------------------------------------------- |
<S> <C> <C> <C>
| |
| |
| Are you Are you Does dealing Are you |
|<-- "disclosing"? <------- "encouraging" <-------- involve a <-------- dealing on a <------|
| dealing? "professional "regulated
| intermediary"? market"?
| | | | |
| V V V V
| ----------------------------------------------------------------------------------------
| |
| V
| Does a defense apply?
| |
| |
| ----------------------------------------------------
| | |
| V V
|---------------------------------------------- Go free Go to jail
</TABLE>
Who is an Insider? A person has information as an "insider" if:
* it is, and he or she knows that it is, "inside information" and;
* he or she has it, and knows that he or she has it, directly or
indirectly from an "inside source". An "inside source" is any
director, employee or shareholder of an issuer of securities or
anyone having access to the information by virtue of his or her
employment, profession, office and duties.
What is Inside Information Under the U.K. Act? "Inside Information" is
information which:
* relates to particular securities, or particular issuers of
securities;
* is specific or precise;
* has not been "made public"; and
* is likely to have a significant effect on the price if it were "made
public". Examples of price-sensitive information would include
knowledge of any:
* proposed takeover or merger;
* potential company insolvency;
* unpublished information as to profits or losses of any company
for any period;
* decision by a company concerning dividends or other
distributions;
* proposed change in the capital structure of a company;
* material acquisitions or realizations of assets by a company;
* substantial acquisition or disposal of shares of a company;
* proposal to change the general character or nature of the
business of a company or group;
* proposed change in the directors or senior executives of a
company; and
* substantial borrowing by a company.
When is Information Made Public? Information is "made public" if it:
* is published in accordance with the rules of a regulated market for
the purpose of informing investors and their professional advisers;
* is contained in records open to public inspection;
* can be readily acquired by any person likely to deal in the
securities
* to which the information relates, or
* of an issuer to which the information relates;
* is derived from information which has been "made public".
Criminal Penalties. The penalties under the U.K. Act are a maximum of
seven years imprisonment and an unlimited fine.
PROCEDURES TO BE FOLLOWED WHEN RECEIVING MATERIAL, NON-PUBLIC INFORMATION.
All Employees stationed in London, Paris, and Buenos Aires will be referred
to in this portion of the Statement as "London Employees." All Employees
stationed in Hong Kong, Singapore and Tokyo will be referred to in this
portion of the Statement as "Hong Kong Employees." Unless specified in this
manner, the Statement applies to all TRPI Employees, except those who are
subject to the Price Associates Code of Ethics and its Procedures. The list
of issuers about which Employees have material, inside information will be
referred to in this Statement as the TRPI Restricted List.
A. Procedures for London Employees. Whenever a London Employee comes
into possession of material, non-public information about a
security or an issuer of a security, he or she should immediately
inform Carol Eve or Rachel Dickens of the TRPI Investment
Compliance Team that he or she is in possession of such information
and the nature of the information. Carol Eve or Rachel Dickens
will make a record of this notification by placing the issuer on
the TRPI Restricted List, noting such pertinent information as the
person(s) in possession of the information, the reason for its
inclusion, and the local time and date on which the issuer was
placed on this List. She will also promptly relay this information
to Dottie Jones in the Compliance Department in Baltimore
("Baltimore Legal/Compliance"), and to Christine To, the Head
Dealer at the TRPI Hong Kong Dealing Desk, or Connie Tse ("Hong
Kong Head Dealer"). She will also inform the Head Dealer at the
Robert Fleming Investment Management Dealing Desk ("RF Dealing
Desk") or his or her designee ("RF Head Dealer") or the TRPI Head
Dealer, as appropriate, of the inclusion of the issuer on the List,
but not of the nature of the information. Dottie Jones will add
the issuer to the Price Associates' Restricted List. If the London
Employee is unsure about whether the information is material and
non-public, he or she should immediately contact Carol Eve or
Rachel Dickens, the TRPI Compliance Officer, or the Baltimore Legal
Department for advice and may not disclose the information or trade
in the security until the issue is resolved. The London Employee
may only disclose the information if approved on a "need to know"
basis by Carol Eve, Rachel Dickens, the TRPI Compliance Officer, or
the Baltimore Legal Department.
When the information is no longer material and/or non-public, Carol
Eve or Rachel Dickens will remove the issuer from the TRPI
Restricted List and note the reason for and the date and local time
of removal of the issuer from this List. She will also promptly
relay the information to Dottie Jones and Christine To or Connie
Tse, and inform the RF Head Dealer or the TRPI Head Dealer, as
appropriate, of the removal of the issuer from the List. Dottie
Jones will remove the issuer from the Price Associates' Restricted
List. If the London Employee or Carol Eve or Rachel Dickens is
unsure whether the issuer should be removed from the TRPI
Restricted List, he or she should first contact the TRPI Compliance
Officer or the Baltimore Legal Department for advice. If Carol Eve
and Rachel Dickens are unavailable, the London Employee should
contact TRPI Compliance Officer or the Baltimore Legal Department
regarding removal of the issuer from the TRPI Restricted List.
B. Procedures for Hong Kong Employees. Whenever a Hong Kong Employee
comes into possession of material, non-public information about a
security or the issuer of any security, he or she should
immediately inform Christine To or Connie Tse that he or she is in
possession of such information and the nature of the information.
Christine To or Connie Tse will make a record of this notification
by placing the issuer on the TRPI Restricted List, noting the
person(s) in possession of the information, the reason for its
inclusion, and the local time and date on which the issuer was
placed on this List. She will promptly relay this information to
Dottie Jones and Carol Eve or Rachel Dickens. Carol Eve or Rachel
Dickens will inform the RF Head Dealer or the TRPI Head Dealer, as
appropriate, of the inclusion of the issuer on the List, but not of
the nature of the information. Dottie Jones will add the issuer to
the Price Associates' Restricted List. If the Hong Kong Employee
is unsure about whether the information is material and/or non-
public, he or she should immediately contact Carol Eve, Rachel
Dickens, the TRPI Compliance Officer or the Baltimore Legal
Department for advice and may not disclose the information or trade
in the security until the issue is resolved. The Hong Kong
Employee may only disclose the information if approved on a "need
to know" basis by Carol Eve, Rachel Dickens, the TRPI Compliance
Officer, or the Baltimore Legal Department.
When the information is no longer material and/or non-public,
Christine To or Connie Tse will remove the issuer from the TRPI
Restricted List and note the reason for and the date and local time
of removal of the issuer from this List. She will promptly relay
this information to Dottie Jones and Carol Eve or Rachel Dickens,
who will inform the RF Head Dealer or the TRPI Head Dealer, as
appropriate, of the removal of the issuer from the List. Dottie
Jones will remove the issuer from the Price Associates' Restricted
List. If the Hong Kong Employee or Christine To or Connie Tse is
unsure whether the issuer should be removed from the TRPI
Restricted List, he or she should first contact Carol Eve, Rachel
Dickens, the TRPI Compliance Officer or the Baltimore Legal
Department for advice. If Christine To and Connie Tse are
unavailable, the Hong Kong Employee should contact Carol Eve,
Rachel Dickens, the TRPI Compliance Officer, or the Baltimore Legal
Department regarding removal of the issuer from the TRPI Restricted
List.
C. Procedures for Baltimore Employees. Employees working in Baltimore
("Baltimore Employees") are subject primarily to Price Associates'
Code of Ethics and Procedures. Under this Code and Procedures, if
a Baltimore Employee or a Price Associates' employee comes into
possession of material, non-public information about a security or
the issuer of any security, he or she must immediately inform the
Baltimore Legal Department. If that Department determines that the
information is both material and non-public, the issuer will be
placed on either the Price Associates' Watch or Restricted List.
If the issuer is a non-U.S. issuer and is placed on the Price
Associates' Restricted List, Dottie Jones will promptly relay the
identity of the issuer, the person(s) in possession of the
information, the reason for its inclusion, and the local time and
date on which the issuer was placed on the Price Associates' List
to Christine To or Connie Tse and to Carol Eve and Rachel Dickens.
Carol Eve or Rachel Dickens will place the issuer on the TRPI
Restricted List and inform the RF Head Dealer, or the TRPI Head
Dealer, as appropriate, of the inclusion of the issuer on the List,
but not of the nature of the information. Dottie Jones will
document the addition as required by Price Associates' Procedures.
The Baltimore Employee may only disclose the information if
approved on a "need to know" basis by the Baltimore Legal
Department.
When the information is no longer material or is public, Dottie
Jones will remove the issuer from the Price Associates' List. If
the issuer is a non-U.S. issuer and had been placed on the
Restricted List, Dottie Jones will promptly relay this information
to Christine To or Connie Tse and to Carol Eve and Rachel Dickens.
Carol Eve or Rachel Dickens will remove the issuer from the TRPI
Restricted List and inform the RF Head Dealer or the TRPI Head
Dealer, as appropriate, of the removal of the issuer from the List.
Dottie Jones will document the removal as required by Price
Associates' Procedures.
The TRPI Investment Compliance Team will keep a record of all
inclusions and removals of issuers on the TRPI Restricted List for
six (6) years.
D. General Procedures for All Employees. Specifically, Employees in
any office may not:
* Trade in securities to which the material, non-public
information relates;
* Disclose the information to others;
* Recommend purchases or sales of the securities to which the
information relates.
The TRPI Restricted List is highly confidential and should, under no
circumstances, be disseminated to anyone outside TRPI, the Dealing Desks,
the Baltimore Legal Department, and Baltimore Legal/Compliance.
SPECIFIC PROCEDURES RELATING TO THE SAFEGUARDING OF INSIDE INFORMATION.
To ensure the confidentiality of the TRPI Restricted List, it is important
that all Employees take the following steps to safeguard the confidentiality
of material, non-public information:
* Do not discuss confidential information in public places such as
elevators, hallways or social gatherings;
* To the extent practical, limit access to the areas of the firm where
confidential information could be observed or overheard to Employees
with a business need for being in the area;
* Avoid using speaker phones in areas where unauthorized persons may
overhear conversations;
* Where appropriate, maintain the confidentiality of client identities
by using code names or numbers for confidential projects;
* Exercise care to avoid placing documents containing confidential
information in areas where they may be read by unauthorized persons
and store such documents in secure locations when they are not in
use; and
* Destroy copies of confidential documents no longer needed for a
project.
TRPI has adopted specific written procedures, Procedures Pertaining to the
Administration of the Statement of Policy on Material, Inside (Non-Public)
Information ("Procedures"). They are considered a part of this Statement
and will be distributed to all appropriate personnel.
EDUCATION PROGRAM. While the probability of research analysts and portfolio
managers being exposed to material, non-public information with respect to
issuers considered for investment by clients is greater than that of other
Employees, it is imperative that all Employees have a full understanding of
this Statement.
To ensure that all Employees are properly informed of and understand TRPI's
policy with respect to insider trading, the following program has been
adopted:
Initial Review for New Employees. All new Employees will be given a
copy of the Code of Ethics, which includes this Statement. Each such
person is required to read the Code and acknowledge in writing that he
or she will abide by its applicable provisions. A member of the TRPI
Investment Compliance Team will review this Statement with each new
portfolio manager, research analyst, and trader promptly after the
person's assumption of one of these positions.
Distribution of Statement. Any time this Statement is materially
revised, copies will be distributed to all Employees.
Annual Review with Research Analysts, Portfolio Managers and Traders.
A member of the TRPI Investment Compliance Team will review this
Statement at least annually with TRPI portfolio managers, research
analysts, and traders.
Annual Confirmation of Compliance. All Employees will be asked to
confirm their understanding of and adherence to this Statement on an
annual basis.
QUESTIONS. If you have any questions with respect to the interpretation or
application of this Statement generally or in connection with a specific
issuer, you should consult with the TRPI Investment Compliance Team, the
TRPI Compliance Officer, or a member of the Baltimore Legal Department.
August, 2000
<PAGE>
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:
* 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);
* 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
* 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).
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:
* 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
* 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:
* the Statement's general principles;
* the Statement's transaction reporting requirements;
* restrictions on dealing with clients;
* co-investing restrictions;
* investment in client investment partnership restrictions; and
* 1/2 of 1% ownership reporting requirements
They are exempt from:
* prior clearance requirements; and
* the requirements and rules dealing with:
* new issues;
* investment clubs;
* private placements;
* short sales;
* trading activity;
* brokerage confirmations, periodic account statements and
notification of broker/dealer accounts;
* the 60-Day Rule; and
* disclosure of personal securities holdings.
ACCESS PERSONS. The term "Access Person" means:
* TRPI;
* any officer (vice president or above) or director of TRPI or the
Price Funds (excluding the Independent Directors of the TRPI Funds);
* 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
* 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:
* authorized to make investment decisions or to recommend securities
transactions on behalf of TRPI's clients;
* research and credit analysts; and
* 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.
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:
* securities held by members of the person's immediate family sharing
the same household;
* securities held by a trust, if that person is either a trust
beneficiary or a trustee with investment control;
* the right to acquire securities through the exercise or conversion
of any derivative security, whether or not presently exercisable;
* a proportionate interest in the portfolio securities held by a
general or limited partnership if that person is a general partner;
* 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
* 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 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 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 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.
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 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.
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 of the
following conditions are met:
* 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");
* No order for the purchase of any such securities has been entered
by TRPI or Price Associates on behalf of any client;
* The number of shares to be purchased is commensurate with the
normal size and activity of the Investment Personnel's account;
and
* 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
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").
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 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.
----------------------------------------------------------------
|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). |
----------------------------------------------------------------
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.
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:
* any transaction exempt from prior clearance (see p. 4-8);
* the purchase and sale or sale and purchase of exchange-traded index
options; and
* 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 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 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 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.
* 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.
* 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.
* 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.
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:
* So excessively frequent as to potentially impact his or her ability
to carry out assigned responsibilities, or
* 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 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.
August, 2000
<PAGE>
T. ROWE PRICE INTERNATIONAL, INC.
STATEMENT OF POLICY
ON
CORPORATE RESPONSIBILITY
T. ROWE PRICE INTERNATIONAL, INC.' S FIDUCIARY POSITION. As an investment
adviser, T. Rowe Price International, Inc. ("TRPI") is in a fiduciary
relationship with each of its clients. This fiduciary duty obligates TRPI
to act with an eye only to the benefit of its clients. Accordingly, when
managing its client accounts (whether private counsel clients, mutual funds,
limited partnerships, or otherwise), TRPI's primary responsibility is to
optimize the financial returns of its clients consistent with their
objectives and investment program.
DEFINITION OF CORPORATE RESPONSIBILITY ISSUES. Concern over the behavior of
corporations has been present since the Industrial Revolution. Each
generation has focused its attention on specific issues. Concern over the
abuses of the use of child labor in the 1800's was primarily addressed by
legislative action which mandated industrialized countries to adhere to new
laws restricting and otherwise governing the employment of children. In
other instances, reform has been achieved through shareholder action --
namely, the adoption of shareholder proposals. The corporate responsibility
issues most often addressed during the past decade have involved:
* Ecological issues, including toxic hazards and pollution of the air
and water;
* Employment practices, such as the hiring of women and minority
groups;
* Product quality and safety;
* Advertising practices;
* Animal testing;
* Military and nuclear issues; and
* International politics and operations, including the world debt
crisis, infant formula, and child labor laws.
CORPORATE RESPONSIBILITY ISSUES IN THE INVESTMENT PROCESS. TRPI recognizes
the legitimacy of public concern over the behavior of business with respect
to issues of corporate responsibility. TRPI's policy is to review the
merits of such issues that pertain to any issuer which is held in a client
portfolio or which is being considered for investment. TRPI believes that a
corporate management's record of identifying and resolving issues of
corporate responsibility is one of many criteria for evaluating the
investment merits of the issuer. Enlightened corporate responsibility can
enhance an issuer's long term prospects for business success. The absence
of such a policy can have the converse effect.
QUESTIONS REGARDING CORPORATE RESPONSIBILITY. Should an employee have any
questions regarding TRPI's policy with respect to a corporate responsibility
issue or the manner in which TRPI has voted or intends to vote on a proxy
matter, he or she should contact a member of the Corporate Responsibility
Committee, which is responsible for the administration of this Statement.
Its members are Martin Wade and John Ford (London) and M. David Testa
(Baltimore).
August, 2000
<PAGE>
T. ROWE PRICE INTERNATIONAL, INC.
STATEMENT OF POLICY
WITH RESPECT TO COMPLIANCE WITH UNITED STATES COPYRIGHT LAWS
Purpose of Statement of Policy. To protect the interests of T. Rowe Price
International, Inc. ("TRPI") and its employees, TRPI has adopted this
Statement of Policy with Respect to Compliance with United States Copyright
Laws ("Statement") to: (1) inform its employees regarding the legal
principles governing copyrights, trademarks, and service marks; and (2)
ensure that TRPI's various copyrights, trademarks, and service marks are
protected from infringement.
Definition of Trademark, Service Mark, and Copyright under United States Law
Trademark. A trademark is normally a word, phrase, or symbol used to
identify and distinguish a product or a company. For example,
Kleenex is a trademark for a particular brand of facial tissues.
Service Mark. A service mark is normally a word, phrase, or symbol
used to identify and distinguish a service or the provider of a
service. For example, Invest With Confidence is a registered service
mark which identifies and distinguishes the mutual fund management
services offered by Price Associates. The words "trademark" and
"service mark" are often used interchangeably, but as a general rule a
trademark is for a tangible product, whereas a service mark is for an
intangible good or service. Because most of TRPI's and Price
Associates' business activities involve providing services (e.g.,
investment management; transaction processing and account maintenance;
information, etc.), most of TRPI's and Price Associates' registered
marks are service marks.
Copyright. In order to protect the authors and owners of books,
articles, drawings, music, or computer programs and software, the U.S.
copyright law makes it a crime to reproduce, in any manner, any
copyrighted material without the express written permission of the
author or publisher. Under current law, all original works are
copyrighted at the moment of creation; it is no longer necessary to
register a copyright. Copyright infringements may result in judgments
of actual damages (i.e., the cost of additional subscriptions), as well
as punitive damages, which can be as high as $100,000 (U.S. dollars)
per infringement.
Registered Trademarks and Service Marks. Once TRPI has registered a
trademark or service mark with the United States Patent and Trademark
Office, it has the exclusive right to use that mark. In order to preserve
rights to a registered trademark or service mark, TRPI must (1) use the mark
on a continuous basis and in a manner consistent with the Certificate of
Registration; (2) place an encircled "R" (R) next to the mark in the first,
or most prominent, occurrence in all publicly distributed media; and (3)
take action against any party infringing upon the mark.
Establishing a Trademark or Service Mark. The Baltimore Legal Department
has the responsibility to register and maintain all trademarks and service
marks and protect them against any infringement. If TRPI wishes to utilize
a particular word, phrase, or symbol as a trademark or service mark, the
Baltimore Legal Department must be notified as far in advance as possible so
that a search may be conducted to determine if the proposed mark has already
been registered or used by another entity. Until clearance is obtained from
the Baltimore Legal Department, no new mark should be used. This procedure
has been adopted to ensure that TRPI does not unknowingly infringe upon
another company's mark. Once a proposed mark is cleared for use, it must be
accompanied by the abbreviations "TM" or "SM," as appropriate, until it has
been registered. All trademarks and service marks which have been
registered with the U.S. Patent and Trademark Office must be accompanied by
an encircled "R" when used in any public document. These symbols need only
accompany the mark in the first or most prominent place it is used in each
publicly circulated document. Subsequent use of the same trademark or
service mark in such material does not need to be marked. The Baltimore
Legal Department maintains a written summary of all TRPI's registered and
pending trademarks and service marks. All registered and pending trademarks
and service marks are also listed in the T. Rowe Price Style Guide. If you
have any questions regarding the status of a trademark or service mark, you
should contact the Baltimore Legal Department.
Infringement of TRPI's Registered Marks. If an employee notices that
another entity is using a mark similar to one which TRPI has registered, the
Baltimore Legal Department should be notified immediately so that
appropriate action can be taken to protect TRPI's interests in the mark.
Reproduction of Articles and Similar Materials for Internal Distribution, or
for Distribution to Shareholders, Clients and Others Outside the Firm. In
general, the reproduction of copyrighted material is a violation of United
States law. Exceptions under the "fair use" doctrine include reproduction
for scholarly purposes, criticism, or commentary, which ordinarily do not
apply in a business environment. Occasional copying of a relatively small
portion of a newsletter or magazine to keep in a file, circulate to
colleagues with commentary, or send to a client with commentary is generally
permissible under the "fair use" doctrine. Written permission from the
author or publisher must be obtained by any employee wishing to reproduce
copyrighted material for internal or external distribution, including
distribution via the Internet (or the T. Rowe Price Associates' intranet).
It is the responsibility of each employee to obtain permission to reproduce
copyrighted material. Such permission must be in writing and forwarded to
the Baltimore Legal Department. If the publisher will not grant permission
to reproduce copyrighted material, then the requestor must purchase from the
publisher either additional subscriptions to the periodical or the reprints
of specific articles. The original article or periodical may be circulated
as an alternative to purchasing additional subscriptions or reprints.
Personal Computer Software Programs. Software products and on-line
information services purchased for use on TRPI's personal computers are
generally copyrighted material under United States copyright laws and may
not be reproduced without proper authorization from the software vendor.
See the TRPI Statement of Policy With Respect to Computer Security and
Related Issues (page 7-1 et seq.) for more information.
August, 2000
<PAGE>
T. ROWE PRICE INTERNATIONAL, INC.
STATEMENT OF POLICY
WITH RESPECT TO COMPUTER SECURITY AND RELATED ISSUES
PURPOSE OF STATEMENT OF POLICY. The central role of computer systems
("Systems") in the operations of T. Rowe Price International, Inc. ("TRPI")
underscores the importance of minimizing potential loss or disruption to
these systems. The data stored on computers, as well as the specialized
software programs and systems developed for TRPI's use, are valuable assets
and must be protected accordingly. In addition, the data, programs and
systems are highly confidential. For these reasons, each office of the firm
has developed computer security measures to prevent unauthorized use,
change, destruction, or disclosure of information stored on computers,
whether intentional or unintentional. Employees in each office must
familiarize themselves with and adhere to their office's policies in this
area.
PARTICIPATION ON BULLETIN BOARDS. Because communications by our firm or any
of its employees on on-line bulletin boards are subject to United States,
state, and NASD advertising regulations, unsupervised participation can
result in serious securities violations. An employee must first receive the
authorization of the Baltimore Legal Department before initiating or
responding to a message on any computer bulletin board relating to the firm,
or TRPI or Price Fund, or any investment option or service or any security.
This policy applies whether or not the employee intends to disclose his or
her relationship to the firm, whether or not our firm sponsored the bulletin
board, and whether or not the firm is the principal focus of the bulletin
board.
CONFIDENTIALITY OF SYSTEMS ACTIVITIES AND INFORMATION. Systems activities
and information stored on our firm's computers (including e-mail and voice
mail) may be subject to monitoring by TRPI personnel or others. All such
information, including messages on the firm's e-mail and voice mail systems,
are records of the firm and the sole property of the firm. The firm
reserves the right to monitor, access and disclose for any purpose all
information, including all messages sent, received, or stored through the
Systems. The use of the firm's computer Systems is for the transaction of
firm business and is for authorized users only.
By using the firm's Systems, you agree to be bound by this Statement and
consent to the access to and/or disclosure of all information, including e-
mail and voice mail messages, by the firm. Employees do not have any
expectation of privacy in connection with the use of the Systems, or with
the transmission, receipt, or storage of information in the Systems. In
addition, employees should understand that e-mail sent through the Internet
is not secure and could be intercepted by a third party. Therefore, if you
have a need to exchange secure e-mail using the Internet, you should contact
your Help Desk or Information Security area for assistance.
Information entered into our firm's computers but later deleted from the
Systems may continue to be maintained permanently on our firm's back-up
tapes. Employees should take care so that they do not create documents that
might later be embarrassing to them or to our firm. This policy applies to
e-mail as well to any other communication on the Systems.
APPLICATION OF U.S. COPYRIGHT LAW TO SOFTWARE PROGRAMS. Software products
and on-line information services purchased for use on TRPI's personal
computers are generally copyrighted material under United States copyright
laws and may not be reproduced without proper authorization from the
software vendor. This includes the software on CDs or diskettes, any
program manuals or documentation, and data or software retrievable from on-
line information systems. Unauthorized reproduction of such material or
information or downloading or printing such material is a violation of
United States law, and the software vendor can sue to protect the
developer's rights. In addition to criminal penalties such as fines and
imprisonment, civil damages can be awarded in excess of $50,000 (U.S.
dollars).
QUESTIONS REGARDING THIS STATEMENT. Employees should direct any questions
regarding this Statement to their office's Help Desk or Information Security
area or to the Baltimore Legal Department as appropriate.
August, 2000
<PAGE>
T. ROWE PRICE INTERNATIONAL, INC.
STATEMENT OF POLICY
ON
COMPLIANCE WITH UNITED STATES ANTITRUST LAWS
Purpose
To protect the interests of the company and its employees, T. Rowe
Price International, Inc. ("TRPI") has adopted this Statement of Policy on
Compliance with United States Antitrust Laws ("Statement"). The Statement
(1) informs employees about the legal principles governing prohibited
anticompetitive activity in the conduct of TRPI's business, and (2)
establishes guidelines for contacts with other members of the investment
management industry to avoid violations of United States antitrust laws.
The Basic Anticompetitive Activity Prohibition under United States Law
Section 1 of the United States Sherman Antitrust Act (the "Act")
prohibits agreements, understandings, or joint actions between companies
that constitute a "restraint of trade," i.e., reduce or eliminate
competition.
This prohibition is triggered only by an agreement or action among two
or more companies; unilateral action never violates the Act. To constitute
an illegal agreement, however, an understanding does not need to be formal
or written. Comments made in conversations, casual comments at meetings, or
even as little as "a knowing wink," as one case says, may be sufficient to
establish an illegal agreement under the Act.
The agreed upon action must be anticompetitive. Some actions are "per
se" anticompetitive, while others are judged according to a "rule of
reason."
* Some activities have been found to be so inherently anticompetitive
that a United States court will not even permit the argument that
they have a procompetitive component. Examples of such per se
illegal activities are agreements between competitors to fix prices
or divide up markets into exclusive territories.
* Other joint agreements or activities will be examined by a court
using the rule of reason approach to see if the procompetitive
results of the arrangement outweigh the anticompetitive effects.
Permissible agreements among competitors may include a buyers'
cooperative, or a syndicate of buyers for an initial public offering
of securities. In rare instances, an association of sellers (such as
ASCAP) may be permissible.
There is also an exception for joint activity designed to influence
government action. Such activity is protected by the First Amendment to the
United States Constitution. For example, members of an industry may agree
to lobby the Congress of the United States jointly to enact legislation that
may be manifestly anticompetitive.
Penalties for Violating the Sherman Act
A charge that the Act has been violated can be brought as a civil or a
criminal action. Civil damages can include treble damages, plus attorneys
fees. Criminal penalties for individuals can include fines of up to
$350,000 and three years in jail, and $100 million (U.S. dollars) or more
for corporations.
Situations in Which Antitrust Issues May Arise
To avoid violating the Act, any agreement with other members of the
investment management industry regarding which securities to buy or sell and
under what circumstances we buy or sell them, or about the manner in which
we market our mutual funds and investment and other services, must be made
with the prohibitions of the Act in mind.
Trade Association Meetings and Activities. A trade association is a
group of competitors who join together to share common interests and
seek common solutions to common problems. Such associations are at a
high risk for anticompetitive activity and are closely scrutinized by
regulators. Attorneys for trade associations, such as the Investment
Company Institute, are typically present at meetings of members to
assist in avoiding violations.
Permissible Activities:
* Discussion of how to make the industry more competitive or
efficient.
* An exchange of information or ideas that have procompetitive or
competitively neutral effects, such as: methods of protecting the
health or safety of workers; methods of educating customers and
preventing abuses; and information regarding how to design and
operate training programs.
* Collective action to petition government entities.
Activities to be Avoided:
* Any discussion or direct exchange of current information about
prices, salaries, fees, or terms and conditions of sales. Even if
such information is publicly available, problems can arise if the
information available to the public is difficult to compile or not
as current as that being exchanged.
Exception: A third party consultant can, with appropriate
safeguards, collect, compile and disseminate some of this
information, such as salary information.
* Discussion of future business plans, strategies, or arrangements
that might be considered to involve competitively sensitive
information.
* Discussion of specific customers, markets, or territories.
* Negative discussions of service providers that could give rise to
an inference of a joint refusal to deal with the provider (a
"boycott").
Investment-Related Discussions
Permissible Activities: Buyers or sellers with a common economic interest
may join together to facilitate securities transactions that might otherwise
not occur, such as the formation of a syndicate to buy in a private
placement or initial public offering of an issuer's stock, or negotiations
among creditors of an insolvent or bankrupt company.
Competing investment managers are permitted to serve on creditors committees
together and engage in other similar activities in connection with
bankruptcies and other judicial proceedings.
Activities to be Avoided: It is important to avoid anything that suggests
involvement with any other firm in any threats to "boycott" or "blackball"
new offerings, including making any ambiguous statement that, taken out of
context, might be misunderstood to imply such joint action. Avoid careless
or unguarded comments that a hostile or suspicious listener might interpret
as suggesting prohibited coordinated behavior between TRPI and any other
potential buyer.
Example: After an Illinois municipal bond default where the state
legislature retroactively abrogated some of the bondholders' rights,
several investment management complexes organized to protest the
state's action. In doing so, there was arguably an implied threat that
members of the group would boycott future Illinois municipal bond
offerings. Such a boycott would be a violation of the Act. The
investment management firms' action led to an 18-month United States
Department of Justice investigation. Although the investigation did
not lead to any legal action, it was extremely expensive and time
consuming for the firms and individual managers involved.
If you are present when anyone outside of TRPI suggests that two or more
investors with a grievance coordinate future purchasing decisions, you
should immediately reject any such suggestion. As soon as possible
thereafter, you should notify the Baltimore Legal Department, which will
take whatever further steps are necessary.
Benchmarking. Benchmarking is the process of measuring and comparing an
organization's processes, products and services to those of industry leaders
for the purpose of adopting innovative practices for improvement.
* Because benchmarking usually involves the direct exchange of
information with competitors, it is particularly subject to the risk
of violating the antitrust laws.
* The list of issues that may and should not be discussed in the
context of a trade association also applies in the benchmarking
process.
* All proposed benchmarking agreements must be reviewed by the
Baltimore Legal Department before TRPI agrees to participate in such
a survey.
August, 2000
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