Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - PRICE T ROWE GROUP INC | Financial_Report.xls |
| EX-15 - EXHIBIT 15 - PRICE T ROWE GROUP INC | w77992exv15.htm |
| EX-32 - EXHIBIT 32 - PRICE T ROWE GROUP INC | w77992exv32.htm |
| EX-99 - EXHIBIT 99 - PRICE T ROWE GROUP INC | w77992exv99.htm |
| EX-31.2 - EXHIBIT 31.2 - PRICE T ROWE GROUP INC | w77992exv31w2.htm |
| 10-Q - 10-Q - PRICE T ROWE GROUP INC | w77992e10vq.htm |
| EX-31.1 - EXHIBIT 31.1 - PRICE T ROWE GROUP INC | w77992exv31w1.htm |
Exhibit 14
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL
OFFICERS OF T. ROWE PRICE GROUP, INC.
UNDER THE SARBANES-OXLEY ACT OF 2002
OFFICERS OF T. ROWE PRICE GROUP, INC.
UNDER THE SARBANES-OXLEY ACT OF 2002
I. General Statement. This Code of Ethics (the “Group S-O Code”) has been designed to bring T.
Rowe Price Group, Inc. (“Group”) into compliance with the applicable requirements of the
Sarbanes-Oxley Act of 2002 (the “Act”) and rules promulgated by the Securities and Exchange
Commission thereunder (the “Regulations”). The Group S-O Code applies solely to the Principal
Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller of, or
persons performing similar functions for, Group (“Covered Officers”). A list of Covered Officers
is attached as Exhibit A.
Group has also maintained a comprehensive Code of Ethics and Conduct (the “Group Code”) since
1972, which applies to all officers, directors and employees of Group and its affiliates.
As mandated by the Act, the Price Funds have also adopted a Code (the “Price Funds S-O Code”),
similar to the Group S-O Code, which applies solely to the principal executive and senior
financial officers of the Price Funds. The “Price Funds” include each mutual fund that is managed,
sponsored and distributed by affiliates of Group. The investment managers to the Price Funds will
be referred to as the “Price Fund Advisers”. The Group S-O Code and the Price Funds S-O Code will
be referred to collectively as the “S-O Codes”.
The Group S-O Code has been adopted by Group in accordance with the Act and Regulations
thereunder, and will be administered in conformity with the disclosure requirements of Section
229.406 of the Code of Federal Regulations. The S-O Codes are attachments to the Group Code. In
many respects the S-O Codes are supplementary to the Group Code, but the Group Code is
administered separately from the S-O Codes, as the S-O Codes are from each other.
II. Purpose of the Group S-O Code. The purpose of the Group S-O Code, as mandated by the Act and
the Regulations is to establish standards that are reasonably designed to deter wrongdoing and to
promote:
Ethical Conduct. Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships.
Disclosure. Full, fair, accurate, timely and understandable disclosure in reports and
documents that Group files with, or submits to, the SEC and in other public communications made by
Group.
Compliance. Compliance with applicable governmental laws, rules and regulations.
Reporting of Violations. The prompt internal reporting of violations of the Group S-O Code to
an appropriate person or persons identified in the Group S-O Code.
Accountability. Accountability for adherence to the Group S-O Code.
III. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest.
Overview. Each Covered Officer owes a duty to Group to adhere to a high standard of honesty and
business ethics and should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the
interests of, or his or her service to, Group. For example, a conflict of interest would arise if
a Covered Officer, or a member of his or her family, receives improper personal benefits as a
result of his or her position with Group.
Certain conflicts of interest covered by the Group S-O Code may already be subject to provisions
regulating conflicts of interest in the Investment Company Act of 1940 (“Investment Company Act”),
the Investment Advisers Act of 1940 (“Investment Advisers Act”) and the Group Code. The compliance
programs and procedures of Group and its affiliates are designed to prevent, or identify and
correct, violations of these provisions.
Although typically not presenting an opportunity for improper personal benefit, conflicts may
arise from, or as a result of, the contractual relationship between a Price Fund and its Price
Fund Adviser of which the Covered Officers may also be officers or employees. As a result, the
Group S-O Code recognizes that the Covered Officers may, in the normal course of their duties
(whether formally for the Price Funds or for the Price Fund Advisers or for both), be involved in
establishing policies and implementing decisions which will have different effects on these
entities. The participation of the Covered Officers in such activities is inherent in the
contractual relationship between each Price Fund and its respective Price Fund Adviser
Other conflicts of interest are covered by the Group S-O Code, even if these conflicts of interest
are not addressed by or subject to provisions in the Investment Company Act and the Investment
Advisers Act.
Whenever a Covered Officer is confronted with a conflict of interest situation where he or she is
uncertain as to the appropriate action to be taken, he or she should discuss the matter with the
Chairperson of Group’s Ethics Committee or another member of the Committee.
Handling of Specific Types of Conflicts. Each Covered Officer (and close family member) must not:
Entertainment. Accept entertainment from any company with which Group or any of
its affiliates (including any Price Fund) has current or prospective business
dealings, including portfolio companies, unless such entertainment is in full
compliance with the policy on entertainment as set forth in the Group Code.
Gifts. Accept any gifts, except as permitted by the Group Code.
Improper Personal Influence. Use his or her personal influence or personal relationships
improperly to influence corporate decisions and financial reporting to the detriment of Group or
of its affiliates.
Taking Action at the Expense of Group. Cause Group or any affiliate to take
action, or fail to take action, for the personal benefit of the Covered Officer
rather than for the benefit of Group or its affiliates.
Misuse of Inside Information Regarding Group. Use material, non-public
information about Group in violation of the Group Code and/or applicable law.
Outside Business Activities. Engage in any outside business activity that
detracts from a Covered Officer’s ability to devote appropriate time and
attention to his or her responsibilities to Group.
Service Providers. Excluding Group and its affiliates, have any ownership
interest in, or any consulting or employment relationship with, any of the
service providers of Group or any of its affiliates, except that an ownership
interest in public companies is permitted.
Receipt of Payments. Have a direct or indirect financial interest in
commissions, transaction charges or other payments paid to or by a vendor in
connection with any transaction with Group or its affiliates.
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Service as a Director or Trustee. Serve as a director, trustee or officer of any
public or private company or a non-profit organization that issues securities
eligible for purchase by any client of an affiliate of Group, unless approval is
obtained as required by the Group Code.
IV. Covered Officers’ Specific Obligations and Accountabilities.
A. Disclosure Requirements and Controls. Each Covered Officer must familiarize
himself or herself with the disclosure requirements of the federal proxy rules (Schedule
14A), shareholder reports, Forms 8-K, 10-K and 10-Q, etc. applicable to Group and the
disclosure controls and procedures of Group.
B. Compliance with Applicable Law. It is the responsibility of each Covered Officer
to promote compliance with all laws, rules and regulations applicable to Group and its
affiliates. Each Covered Officer should, to the extent appropriate within his or her area
of responsibility, consult with other officers and employees of Group and its affiliates
and take other appropriate steps with the goal of promoting full, fair, accurate, timely
and understandable disclosure in the reports and documents Group files with, or submits
to, the SEC, and in other public communications made by Group.
C. Fair Disclosure. Each Covered Officer must not knowingly misrepresent, or cause
others to misrepresent, facts about Group and its affiliates to others, whether within or
outside the Price organization, including to Group’s directors and auditors, and to
governmental regulators and self-regulatory organizations.
D. Initial and Annual Affirmations. Each Covered Officer must:
1. Upon adoption of the Group S-O Code (or thereafter as applicable, upon
becoming a Covered Officer), affirm in writing that he or she has received, read,
and understands the Group S-O Code.
2. Annually affirm that he or she has complied with the requirements of the Group
S-O Code.
E. Reporting of Material Violations of the Group S-O Code. If a Covered Officer
becomes aware of any material violation of the Group S-O Code or laws and governmental
rules and regulations applicable to the operations of Group or its affiliates, he or she
must promptly report the violation (“Report”) to the Chief Legal Counsel of Group (“CLC”).
Failure to report a material violation will be considered itself a violation of the Group
S-O Code.
It is Group’s policy that no retaliation or other adverse action will be taken against any
Covered Officer or other employee of Group or its affiliates based upon any lawful actions
of the Covered Officer or employee with respect to a Report made in good faith.
F. Annual Disclosures. Each Covered Officer must report, at least annually, all
affiliations or other relationships as called for in the “Annual Questionnaire for
Executive Officers and/or Employee Directors/Trustees of Group and the Price Funds.”
G. Complaints Regarding Accounting Matters. The Audit Committee of Group has
established procedures (“Procedures”) for the submission and disposition of complaints
submitted by employees, including Covered Officers, regarding the reporting of
questionable accounting or auditing matters relating to Group. Under these Procedures,
Covered Officers and employees may anonymously and confidentially submit complaints to the
CLC. Covered Officers, as supervisors, are obligated to report any questionable
accounting, internal accounting control or auditing matters and may do so pursuant to
these
Procedures. Employees will also be reminded of these Procedures on an annual basis.
V. Administration of the Group S-O Code. The Ethics Committee is responsible for the
general administration of the Group S-O Code and applying its provisions to specific situations in
which questions are presented.
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A. Waivers and Interpretations. The Chairperson of the Ethics Committee has the
authority to interpret the Group S-O Code in any particular situation and to grant
waivers where justified, subject to the approval of the Audit Committee of Group. All
material interpretations concerning Covered Officers will be reported to the Audit
Committee of Group at its next meeting. Waivers, including implicit waivers, to Covered
Officers will be publicly disclosed as required by Form 8-K and Section 229.406 of the
Code of Federal Regulations. Pursuant to the definition in the Regulations, an implicit
waiver means Group’s failure to take action within a reasonable period of time regarding a
material departure from a provision of the Group S-O Code that has been made known to an
“executive officer” (as defined in Rule 3b-7 under the Securities Exchange Act of 1934) of
Group. An executive officer of Group includes its president and any vice-president in
charge of a principal business unit, division or function.
B. Violations/Investigations. The following procedures will be followed in
investigating and enforcing the Group S-O Code:
1. The CLC will take or cause to be taken appropriate action to investigate
any potential or actual violation reported to him or her.
2. The CLC, after consultation if deemed appropriate with Corporate Counsel
to Group (“CC”), will make a recommendation to Group’s Board regarding the
action to be taken with regard to each material violation. Such action could
include any of the following: a letter of censure or suspension, a fine, a
suspension of trading privileges or termination of officership or employment.
In addition, the violator may be required to surrender any profit realized (or
loss avoided) from any activity that is in violation of the Group S-O Code.
VI. Amendments to the Group S-O Code. Except as to the contents of Exhibit A, the Group S-O
Code may not be materially amended except in written form, which is specifically approved or
ratified by a majority vote of Group’s Board, including a majority of its independent directors.
VII. Confidentiality. All reports and records prepared or maintained pursuant to the Group S-O
Code will be considered confidential and shall be maintained and protected accordingly. Except as
otherwise required by law, the Group S-O Code or as necessary in connection with investigations
under the Group S-O Code, such matters shall not be
disclosed to anyone other than the members of Group’s Board, members of the Ethics Committee, the
CC and the CLC and authorized persons on his or her staff.
Preparation Date: 9/30/03
Adoption Date: 10/20/03
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Exhibit A
Persons Covered by the Group S-O Code of Ethics
(exhibit effective March 1, 2010)
(exhibit effective March 1, 2010)
James A. C. Kennedy, Chief Executive Officer and President
Kenneth V. Moreland, Chief Financial Officer
Jessica M. Hiebler, Principal Accounting Officer
Timothy S. Dignan, Controller and Assistant Treasurer
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