T. Rowe Price Associates, Inc.

T. Rowe Price Associates, Inc. (Price Associates) is a Maryland corporation founded in 1937. It is an investment adviser registered under the Investment Advisers Act of 1940 (Advisers Act) and a wholly owned subsidiary of T. Rowe Price Group, Inc. (Price Group), which was formed in 2000 as the publicly traded parent holding company of Price Associates and its affiliated entities (collectively, T. Rowe Price). Price Associates and its affiliated investment advisers: T. Rowe Price International Ltd (Price International Ltd), T. Rowe Price Hong Kong Limited (Price Hong Kong), T. Rowe Price Singapore Private Ltd. (Price Singapore), T. Rowe Price

Australia Limited (Price Australia), T. Rowe Price Japan, Inc. (Price Japan), T. Rowe Price Investment Management, Inc. (Price IM), and T. Rowe Price (Canada), Inc. (Price Canada), are collectively referred to herein as the Price Advisers. Additionally, T. Rowe Price Advisory Services, Inc. (TRP Advisory Services), an affiliated investment adviser, provides investment advice to U.S. domiciled clients. (Please refer to Part 2A of Form ADV for each Price Adviser for additional disclosure about the Price Adviser.) For purposes of this brochure, “we,” “us,” and “our” mean Price Associates. In addition to the above noted affiliated investment advisers, Oak Hill Advisors, L.P., (OHA) an SEC-registered investment adviser is a wholly-owned subsidiary, along with other OHA-affiliated entities. Price Associates and its affiliated entities are committed to meeting the needs of institutional and individual investors worldwide. Price Associates primarily provides discretionary investment advisory services and has the authority to select securities or other investment vehicles, all collectively referred to herein as securities, consistent with clients’ investment guidelines. However, certain clients may limit or prohibit investment in certain sectors, instruments, and securities as further described below. Price Associates also provides discretionary and nondiscretionary investment advice to separately managed account programs and platforms sponsored by unaffiliated investment advisers, broker-dealers and other financial service firms. Price Associates also provides non-discretionary advice to institutional investors in the form of delivery of model portfolios. Price Associates offers the following services: Institutional Separate Account Management The Price Advisers maintain multiple active management strategies including equity and fixed income asset classes as follows: ▪

U.S., Global, and International Equity mandates including small-, mid-, and large-cap, growth, value and core, index-enhanced, as well as sector-specific equity mandates;

▪

U.S., Global, and International Fixed Income mandates including active taxable (core plus, core, enhanced bond), cash management, short-term, high yield, global, emerging markets, municipal, and sector-specific fixed income mandates.

As further discussed, in Item 13 – Review of Accounts and Item 16 – Investment Discretion, actual mandates within each strategy will vary based on client needs and instructions. The Price Advisers often implement individualized investment guidelines and restrictions, including if applicable, restricting certain securities, types of securities, and implementing client preferences with respect to environmental and social factors. Limitations imposed on active management strategies may impact the Price Advisers’ management of an account and accordingly an account’s performance. The Price Advisers use internal and external sources to implement individualized investment guidelines. Managed Account Programs Price Associates offers discretionary investment advice to separately managed account or “wrap fee” programs and platforms sponsored by investment advisers, broker-dealers and other financial service firms (Program Sponsors) either directly to the Program Sponsor (Single Contract SMA) or the participants (Dual Contract SMA) depending on the program

(collectively referred to as SMA Programs). Price Associates also provides discretionary and non-discretionary investment advice to Program Sponsors and/or overlay managers through model delivered investment portfolios (Discretionary Model Program and Non-Discretionary Model Program respectively and collectively referred to as the Model Program). Price Associates’ SMA Program and Model Program are collectively referred to as the (Managed Account Programs). Price Associates may delegate its rights and obligations with respect to investment management services to one of its affiliated investment advisers where appropriate. Program Sponsors are responsible for reviewing their clients’ financial circumstances and investment objectives and determining the suitability of Price Associates’ strategy and the Managed Account Program for their clients (participants). Generally, Program Sponsors are primarily responsible for client contact and there are limitations on Price Associates’ ability to communicate directly with program clients. Subject to applicable law and fiduciary obligations, Price Associates will make reasonably available to Program Sponsors and their clients certain staff knowledgeable about the services being provided by Price Associates for discussions at the strategy level. Depending on the particular strategy, Price Associates invests in a variety of securities and other investments and employs different investment techniques. Price Associates may use professional services of other third parties, including its affiliates, in servicing the Managed Account Programs. In a Single Contract SMA program, Price Associates enters into an investment sub-advisory agreement with a Program Sponsor under which we have investment discretion to manage participant assets in an approved strategy. In the Dual Contract SMA program, Price Associates enters into an investment advisory agreement directly with the participant. Price Associates offers expanded personalization and tax management capabilities to certain SMA Program accounts. Participants, in consultation with their financial advisors, must carefully determine if the use of tax management services is appropriate for their circumstances, risk tolerance, and investment objectives. Price Associates does not make any guarantee that tax liability will be reduced nor be within any limit requested. Price Associates does not provide tax advice. The services are dependent on the accuracy and completeness of the data provided to Price Associates by a participant, its agent, or service provider. Price Associates does not assume responsibility for any incomplete or erroneous information provided to it by a third party. It is the responsibility of the participant, its agent, or service provider to obtain, and provide to Price Associates accurate and reliable information concerning the securities in a participant’s account. Depending on the wrap fee program, services typically include manager selection, custodial services, periodic monitoring of investment managers, performance reporting and trade execution (often without a transaction-specific commission or charge), provided by the Program Sponsor, and investment advisory services, provided by an investment manager, for a bundled or unbundled fee paid to the Program Sponsor by the participant. Depending upon the level of the wrap fee charged by a Program Sponsor, the amount of portfolio activity in a participant’s account, the value of the custodial and other services that are provided under a wrap fee program and other factors, a participant should consider that the cost for a wrap fee program account may be more or less than if a participant were to purchase the investment advisory services and the investment products separately. In most wrap fee programs, the Program Sponsor is responsible for ascertaining the financial circumstances, investment objectives, and investment restrictions applicable to each participant through information provided by the participant. Price Associates is entitled to rely on such information provided by the Program Sponsor. The participant may select Price Associates

from among the investment advisers that the Program Sponsor presents to the participant. Participants are encouraged to consult their own financial advisors and legal and tax professionals on an initial and continuous basis in connection with selecting and engaging the services of an investment manager for a particular strategy and participating in a Managed Account Program. In the course of providing services to Managed Account Program accounts advised by a financial advisor, Price Associates generally relies on information or directions communicated by the financial advisor acting with apparent authority on behalf of its client. Price Associates reserves the right, in its sole discretion, to reject for any reason any SMA Program participant referred to it. In the Model Program, Price Associates provides model portfolios pursuant to an agreement with the Program Sponsors and/or overlay managers. Price Associates monitors and updates the model portfolios on an ongoing basis and will deliver such updates to the Program Sponsor or overlay manager. Price Associates has sole discretion for determining the appropriateness, diversification or suitability of securities selected for the model portfolios. Program Sponsors or an overlay manager provide participants with the services described in the Program Sponsor’s or overlay manager’s agreement with such participants, including in most cases, the selection of the investment strategies based on information provided by the participant. Price Associates does not provide customized investment advice or recommendations to Model Program participants. No model portfolio is personalized or in any way tailored by Price Associates to reflect the personal financial circumstances or investment objectives of any participant. Unless Price Associates has discretion, Price Associates does not consider itself to have an advisory relationship with clients of the Program Sponsor or overlay manager in a Model Program. If the Form ADV Part 2A, Part 2B, and/or Form CRS are delivered to Program Sponsor’s modelbased clients with whom Price Associates does not have an advisory relationship, or where they are not legally required to be delivered, they are provided for informational purposes only. In the Non-Discretionary Model Program, the Program Sponsor has ultimate decision-making responsibility and discretionary authority for the client accounts and therefore retains investment and brokerage discretion and is responsible for performing many other services and functions typically handled by Price Associates in a traditional discretionary separate account relationship. Price Associates is not deemed to be a “sponsor” or a “manager” as those terms are defined in Investment Company Act Rule 3a-4 with respect to the services it provides to the NonDiscretionary Model Program. In the Discretionary Model Program, Price Associates forwards investment advice to the overlay manager designated by the Program Sponsor, who agrees to implement the advice in client accounts taking into account any client-imposed restrictions accepted by the overlay manager. Price Associates does not have brokerage discretion in the Discretionary Model Program and thus has no authority to place orders for the execution of transactions. Price Associates does not recommend or select money market or other cash-equivalent sweep vehicles in connection with any Managed Account Programs. Certain separately managed account clients of Price Associates may invest in investment strategies used with Managed Account Programs that are not associated with any Program Sponsor. Model Portfolios Price Associates develops and maintains a series of model portfolios (Model Portfolios), some of which may be customized, comprised primarily of proprietary and third-party mutual funds

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Investment Advisory Fees and Expenses. Investment advisory fees are typically calculated as a percentage of assets under management (AUM). There are no additional fees charged by Price Associates for delegation of investment management services to the other Price Advisers. Fees may be negotiated or modified in light of a client’s special circumstances, pre-existing relationship, asset levels, service requirements, anticipated future funding levels, portfolio complexity, product or investment program or other factors or requirements. We sometimes choose to waive all or a portion of our fee for a given period. Also, for fee calculation purposes, we may aggregate the assets of multiple accounts for a client, or related client accounts, as determined by Price Associates in its discretion, for the purpose of meeting available breakpoints and resulting in a lower effective fee rate. The Price Advisers offer performancebased fee arrangements for certain investment strategies. Billing Practices. Price Associates generally bills clients in arrears based on quarter-end portfolio valuations and may at the request of the client make alternate billing arrangements. Fees are calculated using either the Price Advisers market value, or the client’s custodian’s value. If a client requests fees calculated using their custodian’s value, the Price Advisers relies on the value provided and does not reconcile such value to the Price Advisers’ market value. Our standard investment management agreement may be terminated by either party giving notice to the other consistent with the terms set forth in the client’s agreement with Price Associates. Fees payable will be prorated to the date of termination. Fees are also prorated for the initial quarter of services to reflect the number of days the Price Advisers provided investment management services. Certain clients may pay fees in advance. In the event an investment management agreement for a client paying fees in advance is terminated prior to the end of a quarter, clients will receive a pro rata refund of prepaid fees for which advisory services were not provided. If Price Associates is directed to invest an account’s cash reserves in a third-party short-term investment fund or other pooled vehicle (collectively, STIF) offered by the custodian designated by the client, the portion of the account invested in such STIF is included in the account’s market value for billing purposes. In certain instances, the custodian may offer clients more than one such STIF, of which Price Associates is permitted to select. Clients generally also pay fees to the sponsor/adviser of such STIF. Price Associates oversees client STIF vehicle investments and will alert clients if concerns about the performance or viability of the vehicle arise. However, the availability of research and data on STIFs is generally limited. For Managed Account Programs, Price Associates relies on participants and advisors to choose cash sweep vehicles.

Certain clients authorize Price Associates to invest in certain investment vehicles (such as mutual funds or ETFs), which may be subject to third-party management fees. These assets are generally included in the account’s market value for billing purposes. Clients may direct the Price Advisers to send statements for advisory fees directly to the client’s designated custodian for payment. In addition, certain clients (for example, clients serviced by our PAM Group) may direct Price Associates to deduct advisory fees from a money market fund for which we provide advisory services. In such instances, a copy of the statement for advisory services is forwarded to clients prior to the withdrawal of advisory fees to allow for client review prior to the deduction of such fees. Non-Advisory Fees and Expenses. Price Associates may include one or more of the Price Funds in client portfolios, as authorized in client guidelines; or may recommend Price Funds in discussions with certain broker/dealers, investment advisors, banks and insurance companies regarding potential asset allocation models. Except as noted below, Price Associates and its affiliates receive advisory fees from each Price Fund based on the value of the Price Fund’s assets as disclosed in the prospectuses, Declaration of Trust or applicable offering document, copies of which are provided to clients, and formally acknowledged by clients in their agreements prior to investment. Price Associates generally excludes the value of Price Fund shares held in a client account when the advisory fee is computed. However, certain fixed income Price Funds do not charge an advisory fee at the fund level and they are included in the portfolio’s market value for billing purposes. Investments in the TRP Investment Funds for clients of the PAM Group who invest in the Price Funds Allocation Services will be included in the portfolio’s market value for billing purposes, although the client’s agreement will provide for certain offsets. Please see additional information regarding commission expenses in Item 12 – Brokerage Practices. Institutional Separate Accounts and Subadvisory Mutual Fund Management. The following is a general description of the maximum investment advisory fee for investment strategies offered by Price Associates for Institutional Separate Account and Subadvised Mutual Fund management. Some strategies may only be available in certain regions or to investors that meet certain legal criteria. The fee schedules are subject to change, may be negotiated under certain circumstances and may differ across regions. Institutional Separate Accounts are generally subject to a minimum asset size of $50 million, although certain strategies require a higher amount. Price Associates may waive such minimums in its sole discretion. Additional fee breakpoints are available at higher asset levels. Contact your relationship manager for additional information. To provide clients some protection from large fee swings around fee breakpoints, Price Associates will apply a transitional fee credit. A transitional fee credit is applied to the fee schedule as assets approach or fall below the asset tiers or breakpoints. All fees are shown in basis points (bps) and stated in U.S. Dollars except as otherwise noted. Investment Suite

Maximum Fee

Equity - Active Core

20 bps

Equity - Integrated

55 bps

Equity - Sector

70 bps

Global Equity

60 bps

International Equity - Developed Markets

95 bps

International Equity - Developed Markets Regional

65 bps

International Equity - Emerging Markets

95 bps

International Equity - Emerging Markets Regional

85 bps

International Equity - Mixed Markets

67.5 bps

Multi-Asset - Equity

68 bps

Multi-Asset - Real Assets Equity

65 bps

Multi-Asset - Risk-Managed

37 bps

US Equity - All Cap

55 bps

US Equity - Large Cap Core

50.5 bps

US Equity - Large Cap Growth

50 bps

US Equity - Large Cap Value

50 bps

US Equity - Mid Cap Growth

60 bps

US Equity - Mid Cap Value

60 bps

US Equity - Small Cap Core

75 bps

US Equity - Small Cap Growth

75 bps

US Equity - Small Cap Value

75 bps

US Equity - Tax Efficient

60 bps

Equity - Integrated

100 bps

US Equity – Mid Cap Core

47 bps

US Equity – SMID Core

50 bps

International Fixed Income

31 bps

Emerging Markets Fixed Income

43.5 bps

US Fixed Income Index

6.25 bps

Global Fixed Income

23 bps

Global Multi-Sector Bond

28.5 bps

High Yield

40 bps

International Fixed Income

30 bps

Multi-Asset - Credit Fixed Income

47 bps

Regional Fixed Income

40 bps

Stable Value

18.5 bps

US Fixed Income Cash Management

7.5 bps

US Fixed Income Core

18.5 bps

US Fixed Income Core Plus

21 bps

US Fixed Income Corporate

21 bps

US Fixed Income Enhanced Index

9.5 bps

US Fixed Income Floating Rate Bank Loan

40 bps

US Fixed Income Government

5.25 bps

US Fixed Income Index

14.5 bps

US Fixed Income Low Duration

16 bps

US Fixed Income Securitized

18.5 bps

US Municipal

28.5 bps

Capital Appreciation

50 bps

Multi-Asset - Balanced

40 bps

Multi-Asset - Global

47.5 bps

Multi-Asset - Target Allocation

45 bps

Stable Value Multi-Manager Solutions. The above fee for Stable Value excludes the management fees for SV Subadvisers in Stable Value Multi-Manager Solutions (described in Item 4). Where Price Associates has invested client account assets with a SV Subadviser, client accounts will bear all fees and expenses applicable to the investment with the SV Subadviser in addition to Price Associates’ management fees. The total cost for accounts utilizing this investment solution may be higher or lower than the standard fee listed above and will depend upon third-party manager selection as well as services requested by the client. Price Associates’ fee is for Stable Value Multi-Manager Solutions strategy services only and is exclusive of stable value contract, third-party manager or other fees and expenses that may be incurred by an account directly or indirectly, including those of the trustee and custodian or other agents of the plan sponsor. Stable Value Multi-Manager Solutions generally has an asset minimum size of $250 million. Managed Account Programs. The schedules below are a general description of the maximum investment advisory fee for investment strategies offered by Price Associates for Managed Account Programs. Fees can vary from the fee schedules below, are subject to change and may be negotiated under certain circumstances. Accounts are generally subject to minimum asset sizes of $100,000 for most equity strategies of Single Contract SMA, $250,000 for municipal strategies of Single Contract SMA, and $250,000 for Dual Contract SMA. Model Program Investment Suite

Maximum Fee All Assets 58 bps All Assets 58 bps All Assets 50 bps

U.S. Equity International/Global Equity Multi-Asset Single Contract SMA and Dual Contract SMA Strategy Capital Appreciation Equity SMA U.S. Growth Stock Equity SMA

Maximum Fee All Assets 50 bps

U.S. Large-Cap Growth Equity SMA U.S. Large-Cap Core Equity SMA U.S. Blue Chip Growth Equity SMA U.S. Impact Equity SMA U.S. Dividend Growth Equity SMA U.S. Large Cap Equity Income SMA U.S. Value Equity SMA U.S. Select Value Equity SMA Integrated U.S. Small-Mid Cap Core Equity SMA U.S. Dynamic Risk Allocation SMA Integrated U.S. Small-Cap Growth Equity SMA U.S. All-Cap Opportunities Equity SMA U.S. Mid-Cap Value Equity SMA U.S. Mid-Cap Growth Equity SMA International Core Equity SMA International Value Equity SMA International Growth Equity SMA Global Focused Growth Equity SMA Global Natural Resources SMA Global Technology Equity SMA U.S. Small-Cap Value Equity SMA New Horizons SMA Global Select Equity SMA Municipal Ladder 1-5 Year SMA Municipal Ladder 1-10 Year SMA Municipal Ladder 1-15 Year SMA Municipal Ladder 1-5 Year Investment Grade SMA Municipal Ladder 1-10 Year Investment Grade SMA Municipal Short-Intermediate SMA Municipal Intermediate SMA Municipal Long SMA Municipal Short-Intermediate Investment Grade SMA Municipal Intermediate Investment Grade SMA Municipal Long Investment Grade SMA U.S. Core Bond SMA U.S. Short-Duration Bond SMA U.S. Investment Grade Corporate Bond SMA

All Assets 50 bps All Assets 53 bps

All Assets 53 bps All Assets 56 bps All Assets 58 bps All Assets 58 bps All Assets 15.5 bps

All Assets 22 bps

All Assets 25 bps

Participants considering a wrap fee program to which Price Associates provides investment advice should carefully review the Program Sponsor’s disclosures regarding the services, minimum account size, wrap fees it charges to participants, other fees or expenses participants might incur, and the business arrangement between the Program Sponsor and Price Associates found in the Program Sponsor’s Form ADV Part 2A, wrap fee brochure, or participant investment management agreement. In a wrap fee program, the wrap fee charged by the Program Sponsor typically covers investment advisory service fees, custody fees, brokerage fees, accounting fees and Program Sponsor due diligence fees as well as other applicable program fees. The wrap fee typically includes commissions and certain transaction costs on

trades executed through the Program Sponsor (or its affiliates), but not transactions effected through other broker-dealers. If Price Associates selects a broker-dealer other than the program sponsor or its designated broker to effect a trade for a wrap fee program account (trade away), the account typically will incur expenses in the form of commissions on equity trades, markups, markdowns or spreads on fixed income trades, trade away fees, which include electronic trading platform fees, ADR conversion fees and other applicable expenses in addition to the wrap fee paid by the participant. Participants should review their contracts with Program Sponsors or designated brokers and available disclosures to confirm that the billing and valuation practices and procedures of the Program Sponsors or designated brokers for their accounts do not vary from Price Associates’ billing and valuation practices. If a Program Sponsor is responsible for paying Price Associates, the Program Sponsor’s billing policy prevails. Private Asset Management. The following sets forth the basic description of the standard advisory fee arrangements for the services provided by the PAM Group (described in Item 4). PAM generally has an account minimum size of $5 million. Standard Services Price Funds Allocation Services

First $3 Million 100 bps Next $2 Million 75 bps Above $5 Million 50 bps First $5 Million 50 bps+ Above $5 Million 35 bps+ + The above advisory fees are charged in addition to the advisory fees paid indirectly to Price Associates through investment in the TRP Investment Funds as reflected in each fund’s net asset value. Additional information regarding fee offsets and the advisory fees charged by each TRP Investment Fund authorized for an account will be provided in the client’s agreement (as well as in the prospectus for each fund).

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Methods of Analysis and Investment Strategies. The Price Advisers use a complex and multi-faceted approach to investment analysis and asset management decisions. Price Advisers integrate the analysis of governance and sustainability factors into the investment research process with the aim of maximizing financial performance. We focus on the governance and sustainability factors we consider most likely to have a material impact on the performance of securities in client accounts. Price Associates provides, upon request, certain additional information regarding the analytical process employed for a specific strategy. This analytical process is generally discussed prior to inception of an account and on an ongoing basis thereafter. Additionally, the investment objectives and guidelines for each account are discussed with the client and their representatives which often may include their legal counsel and investment consultants prior to execution of an investment management agreement. The investment guidelines generally include a description of the objective, the strategy to be employed, permissible investments and restrictions as well as additional parameters regarding management of the account as agreed to by the parties. The Price Advisers maintain a substantial internal equity and fixed income investment research effort undertaken by analysts, economists, and support personnel. Our global research platform (including the investment staff of certain affiliates) functions as a unified department for investment purposes. Our effort in this area includes industry and company research, employing reviews of corporate activities, management interviews, interviews with industry and subject matter experts, company-prepared information, financial information published by companies, some of which is filed with the SEC, and on-site visits with participants in the industry such as suppliers and competitors. Portfolio managers and analysts are charged with collaborating across the Price Advisers and by strategies to assist in developing portfolio ideas on behalf of all clients and ensuring that all clients benefit from the global nature of our research platform. The Price Advisers have implemented artificial intelligence or AI capabilities involving data science and machine learning into our business and investments processes, including for example our operations, client servicing, investment-related support process and other internal functionalities. Price Advisers’ associates, including investment and research staff, have access to artificial intelligence tools that utilize large language models and natural language processing to augment the staff’s ability to efficiently access and distill information across the firm’s resources. The Price Advisers oversee these tools as well as any outputs, which serve to supplement and support the firm’s existing business and investment processes and do not replace the independent judgment of the firms’ professionals. The Price Advisers do not utilize AI capabilities to generate or implement investment advice nor do they rely solely on the output of any such capability or tool when utilizing AI, including when making investment decisions. Technological capabilities in AI, including generative AI, are rapidly evolving and AI use cases for the Price Advisers are also likely to evolve over time. Use of AI by the Price Advisers is subject to the firms’ governance framework, policies and procedures, and applicable disclosure, regulatory, and compliance obligations. The Price Advisers have controls to generally prevent the sharing of information between Price IM and the other Price Advisers related to portfolio management, such as investment decisions, investment research, trading and proxy voting decisions. Thus, Price IM generally makes independent portfolio management decisions from and does not coordinate trading activities with the other Price Advisers.

In addition, and subject to jurisdictional rules, the Price Advisers use research provided by brokerage firms and other third-parties, including research providers, in a supportive capacity. For example, we receive information from economists; political observers; foreign commentators; government, industry, and subject matter experts; and market and security analysts. Our analysts use the majority of the external data they gather as inputs into their own company-specific research—typically to gain insight into the macroeconomic environment and/or broader sector or industry dynamics. All external research products are carefully validated and analyzed before we incorporate them into our investment process. See Item 12 – Brokerage Practices for additional information on the use of external research. For the Stable Asset Management Group, Price Associates focuses its analytical process on three areas of research: the industry, the contracts issued, and the creditworthiness of each individual issuer. We analyze the asset quality, liquidity, stability, and claims-paying ability of available issuers in an effort to minimize risk although such risk mitigating efforts do not imply whether an industry, a contract or an issuer is low-risk or risk-free. For the PRM service, Price Associates utilizes the same proprietary research and investment framework underlying T. Rowe Price target date solutions but analyzes PRM Participant specific inputs made available to Price Associates by the plan’s service provider and/or PRM Participants. This results in individually recommended portfolio allocations ranging from 1% to 99% equity with the remaining allocation in fixed income. Price Associates’ process can include tactical asset allocation decisions made to overweight or underweight a particular asset class or sector based on market outlook. The methodology requires that PRM uses all available information received from a PRM Participant’s service provider or from the PRM Participant, makes certain assumptions about certain pieces of information and utilizes Monte Carlo simulation. Price Associates combines these assumptions with other factors into a proprietary research engine that provides investment recommendations and projections of different outcomes. To build a comprehensive strategy, PRM Participants should provide as much information about their financial situation as possible, both initially and on an ongoing basis as the information changes. Risk of Loss. Below is a summary of the primary risks related to the significant investment strategies and methods of analysis used by Price Associates. Investing in securities (as well as commodities, derivatives, investment contracts, and bank loans) involves risk of loss that clients should be prepared to bear; however, clients should be aware that not all of the risks listed below will apply to every investment strategy as certain risks may only apply to certain investment strategies or investments in different types of securities. Multiple factors contribute to investment risk for all investment strategies and additional factors contribute to investment risk for specific strategies. The risks listed below are not intended to be a complete description or enumeration of the risks associated with the methods of analysis and investment strategies used by Price Associates. Further, there are a number of additional risks associated with a TRP Private Fund’s trading objectives and strategies. Please refer to each TRP Private Fund’s offering memorandum or disclosure document for a more detailed description of such risks. Accounts investing in the Price Funds. Risks associated with investment in any of the Price Funds are described in the applicable disclosure document for each fund (a copy of which is provided to each client prior to investment of an account’s assets in a Price Fund).

Active management risk. An account is subject to the risk that judgments about the attractiveness, value, or potential appreciation of the account’s investments may prove to be incorrect. If the selection of securities or strategies fails to produce the intended results, the account could underperform other accounts with similar objectives and investment strategies. Artificial Intelligence risk. The Price Advisers develop for use, or otherwise incorporate, artificial intelligence or AI, into their business and investment processes and services. Likewise the Price Advisers utilize third-party vendors that may employ or incorporate AI into their services. AI is a developing technology and its use has inherent risks and limitations, some of which may not yet be fully known. Some of the known risks and limitations of AI, including generative AI, include: perpetuation or amplification of biases contained in data used to train AI models; loss of context or nuance contained in source data; AI models may misinterpret source data or may summarize data in a way that is inaccurate, inconsistent, or incomplete; and additional risks involving the permissibility of data used in connection with AI, for example, scrutiny regarding data privacy and intellectual property rights. Additionally, certain AI models operate in ways that are not fully transparent or explainable, which may limit our ability to identify the precise basis for particular outputs. The Price Advisers mitigate these risks through human oversight to validate and verify the accuracy of the output of technological tools that utilize AI. The Price Advisers do not rely solely on such AI technology or tools in our business processes or when making investment decisions. The Price Advisers have implemented a governance framework to oversee the use of AI and maintain compliance with client and vendor obligations as well as evolving legislation and regulatory requirements. Asset allocation risk. An account’s risks directly correspond to the risks of the asset classes in which it invests. Investing in multiple asset classes (either directly or indirectly, such as through pooled investment vehicles) can facilitate diversification, but also create exposure to the risks of many different areas of the market. The direct or indirect allocation of an account’s assets among various asset classes and market sectors could cause the account to underperform other accounts with a similar investment objective. Bank debt risk. Strategies investing in bank debt are subject to certain additional risks than those present in high yield portfolios. Clients are bound by contractual obligations under the bank debt’s loan documentation and the transfer agreements executed when purchasing and selling bank debt. Bank debt investments are often subject to certain resale restrictions. Purchases and sale transactions for this asset class involve heightened risk of extended and delayed settlement times which can result in increased counterparty, liquidity, and settlement risks. Investing in bank debt is a lending activity that can produce unique tax risks as well as foreign regulatory risks for clients. Bank debt is not registered or regulated under federal securities laws. Capital market assumptions. Capital market assumptions are forecasts which involve known and unknown risks, uncertainties, and other factors which may cause the actual results to differ materially and/or substantially from any future results, performance, or achievements expressed or implied by those projections. Past performance does not guarantee future results.

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Price Associates’ global client base includes banks and/or thrift institutions, corporations or other business entities, governmental entities, individuals including high-net worth individuals, insurance companies, investment companies, other investment advisers, pension and profitsharing plans, charitable organizations, pooled investment vehicles including both affiliated and unaffiliated U.S. and non-U.S. registered and unregistered funds, among others. Different strategies have different minimum account sizes. Please see Item 5 – Fees and Compensation for minimum account sizes, which may be waived at our discretion.

Performance-Based Fees. The Price Advisers offer performance-based fee arrangements for certain investment strategies. In these instances, the fee will be based on account performance instead of, or in addition to, a percentage of assets under management and for any particular measurement period may be higher or lower than the Price Advisers’ current fee schedule. Certain arrangements are subject to the approval of senior management, which is predicated on a variety of factors. The Price Advisers’ current fee schedules and billing practices are described in Item 5 – Fees and Compensation. Price Associates and certain employees will also receive performance-based compensation with respect to its services provided to TRP Private Funds if certain conditions are met as described in the applicable offering documents. The variability inherent in the various fee structures can present the potential for conflicts of interest (e.g., the Price Advisers or its employees may have an incentive to choose investments that are riskier or more speculative than might otherwise be chosen or to favor a client that pays performance-based fees over a client that pays fees as a percentage of assets under management). We manage this and other conflicts associated with side-by-side management of client accounts through internal review processes and oversight. While the procedures used to manage these conflicts differ depending upon the specific risks presented, all are designed to guard against intentionally favoring one account over another. Side-by-Side Management. The Price Advisers manage multiple strategies involving most asset classes and types of securities. Accordingly, we make investment decisions across strategies and individual accounts that vary based on specific strategy or client characteristics. We take different actions regarding portfolio implementation and further may take differing positions on the same security across multiple client accounts, which may include simultaneous transactions in different directions, often across strategies with different benchmarks and market capitalization requirements. When we implement for one client a portfolio decision or strategy ahead of, or contemporaneously with, similar portfolio decisions or strategies of another client, market impact, liquidity constraints or other factors could result in one or more clients receiving less favorable trading results, the costs of implementing such portfolio decisions or strategies could be increased or such clients could otherwise be disadvantaged. These positions and actions may adversely impact, or in some instances may benefit, one or more affected advisory client. For example, Price Advisers may buy a security for one client while establishing a short position in that same security for another client. The subsequent short sale may result in a decrease in the price of the security that the other client holds. On the other hand, potential conflicts can also arise because portfolio decisions regarding a client benefit other clients. Price Advisers may have a legitimate reason for engaging in such differing transactions. For example, the investment objectives for each new client may differ. Nonetheless, Price Advisers’ actions could be viewed as a benefit to the performance of the client with the short position and to the detriment of the client with the long position if the short

sale causes the market value of the security to decrease. To mitigate such conflicts of interest, portfolio managers are generally prohibited from managing multiple strategies where they hold the same security long in one strategy and short in another. However, in certain circumstances, a portfolio manager may be able to hold the same security long and short where an investment oversight committee has specifically reviewed and approved the holdings or strategy. Please see Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss for additional risks related to short positions. Under certain circumstances, a client may invest in a transaction in which one or more other clients are expected to participate, or already have made or will seek to make, an investment. Such clients may have conflicting interests and objectives in connection with such investments, including with respect to views on the operations or activities of the issuer involved, the targeted returns from the investment and the timeframe for, and method of, exiting the investment. When making such investments, Price Advisers may do so in a way that favors one client over another client, even if both clients are investing in the same security at the same time. In addition, other clients may expect to invest in many of the same types of investments as another client. However, there may be investments in which one or more of such clients do not invest (or invest on different terms or on a non-pro rata basis) due to factors such as legal, tax, regulatory, business, contractual or other similar considerations or due to the provisions of a client’s governing documents. Decisions related to the allocation of investment opportunities among such clients presents numerous conflicts of interest, which may not be resolved in a manner that is favorable to a client’s interests. To the extent an investment is not allocated pro rata among such entities, a client could incur a disproportionate amount of income or loss related to such investment relative to such other client. We have adopted policies and procedures to address such conflicts of interest as detailed further in Items 8, 11, and 12. Additional potential conflicts may be inherent in our use of multiple strategies. For example, conflicts will arise in cases where different clients invest in different parts of an issuer’s capital structure, including circumstances in which one or more clients may own private securities or obligations of an issuer and other clients may own or seek to acquire securities of the same issuer. For example, a client may acquire a loan, loan participation or a loan assignment of a particular borrower in which one or more other clients have an equity investment or may invest in senior debt obligations of an issuer for one client and junior debt obligations or equity of the same issuer for another client. Similarly, if an issuer in which a client and one or more other clients directly or indirectly hold different classes of securities (or other assets, instruments or obligations issued by such issuer or underlying investments of such issuer) encounters financial problems, is involved in a merger or acquisition or a going private transaction, decisions over the terms of any workout or transaction will raise conflicts of interests. While it is appropriate for different clients to hold investments in different parts of the same issuer’s capital structure under normal circumstances, the interests of stockholders and debt holders may conflict, as the securities they hold will likely have different voting rights, dividend or repayment priorities or other features that could be in conflict with one another. Clients should be aware that conflicts will not necessarily be resolved in favor of their interests. In some cases, Price Associates may refrain from taking certain actions or making certain investments on behalf of clients in order to avoid or mitigate certain conflicts of interest or to prevent adverse legal or regulatory actions or other implications for Price Advisers, or may sell investments for certain clients, in such case potentially disadvantaging the clients on whose behalf the actions are not taken, investments not made, or investments sold. In other cases, Price Associates may take actions in order to mitigate legal risks to Price Advisers, even if disadvantageous to a client.

Conflicts such as those described above may also occur between clients on the one hand, and Price Associates and its affiliates or OHA and its affiliates, on the other. These conflicts will not always be resolved in the favor of the client. In addition, conflicts may exist between clients of Price Associates and clients of OHA and its affiliates. OHA and its affiliates generally operate autonomously from Price Associates and may take actions that are adverse to Price Associates’ clients. In some cases, Price Associates will have limited or no ability to mitigate those actions or address those conflicts, which could adversely affect Price Associates’ clients. In addition, certain regulatory restrictions may prohibit clients of Price Associates from investing in certain companies because of the applicability of certain laws and regulations to Price Associates, its affiliates, or the Price Funds. Price Associates’ willingness to negotiate terms or take actions with respect to an investment for its clients may be directly or indirectly, constrained or impacted to the extent that its affiliates, OHA or its affiliates, or the Price Funds, and/or their respective directors, partners, managers, members, officers or personnel are also invested therein or otherwise have a connection to the subject investments. Investment personnel are mindful of potentially conflicting interests of our clients with investments in different parts of an issuer’s capital structure and take appropriate measures to ensure that the interests of all clients are fairly represented. To mitigate potential conflicts of interest, the Price Advisers have implemented policies and procedures that are reasonably designed to provide fair and equitable allocation of trades and to minimize the impact of such trading activity across client accounts. For example, see Item 12 - Brokerage Practices - Block Trading/Aggregated Orders/Order Sequencing for additional information on allocation of trades. The Price Advisers also manage certain funds and accounts that are seeded with T. Rowe Price’s corporate money. Most of these portfolios are created to establish a performance track record to market a new product. These portfolios may be similar to other portfolios currently managed by the Price Advisers and may be trading in securities in which the Price Advisers trade for other discretionary clients. These portfolios are traded and receive allocations pursuant to the same policies and procedures the Price Advisers have in place to ensure that all clients are treated fairly. Oversight is in place to ensure that trading and allocations for the T. Rowe Price corporate portfolios are not favored over accounts managed for discretionary clients.

Registration of Management Persons as Registered Representatives of a Broker-Dealer. Certain of Price Associates’ management persons are registered, or have an application pending to register, as registered representatives of Investment Services. Registration as Commodity Pool Operator and Commodity Trading Advisor. Price Associates is registered with the CFTC as a commodity pool operator (CPO) and commodity trading advisor (CTA). Price Associates is exempt from the obligations of a registered CPO and CTA (as applicable) with respect to certain clients or funds. Investment Advisers. For applicable strategies, Price Associates will delegate its portfolio management obligations (with client consent) to one or more of the Price Advisers, as identified below and in Item 4 – Advisory Business; however, there are no additional advisory fees charged by Price Associates with respect to such delegation. For certain transactions, Price Associates utilizes the service of an affiliated investment adviser for trading and other services. Such affiliated investment advisers and their local regulators are as follows: Price International Ltd is an investment adviser registered under the Advisers Act and a wholly owned subsidiary of Price Associates. Price International Ltd is also authorized and regulated by the U.K. Financial Conduct Authority (FCA) and various international financial services regulators. Price International Ltd provides investment management services to institutional investors and commingled products and may delegate investment management to one of its affiliated investment advisers when appropriate. Price Hong Kong is an investment adviser registered under the Advisers Act and a wholly owned subsidiary of Price International Ltd. Price Hong Kong is a Hong Kong limited company licensed by the Securities and Futures Commission (SFC). Price Hong Kong provides investment management services to institutional investors and commingled products and may delegate investment management to one of its affiliated investment advisers when appropriate. Price Singapore is an investment adviser registered under the Advisers Act and a wholly owned subsidiary of Price International Ltd. Price Singapore is a Singapore limited private company licensed by the Monetary Authority of Singapore (MAS). Price Singapore provides investment management services to institutional investors and commingled products and may delegate investment management to one of its affiliated investment advisers when appropriate. Price Japan is an investment adviser registered under the Advisers Act and a wholly owned subsidiary of Price International Ltd. Price Japan is a Japan private company registered with the Japan Financial Services Agency (FSA) to conduct investment

management business, investment advisory business and type-II financial instruments business. Price Japan provides investment management services to institutional investors and commingled products; it also sponsors and manages Japanese investment trust funds. Price Japan may delegate investment management to one of its affiliated investment advisers when appropriate. Price Australia is an investment adviser registered under the Advisers Act and a wholly owned subsidiary of Price International Ltd. Price Australia is an Australian public company limited by shares and holds an Australian Financial Services Licence issued by the Australian Securities & Investments Commission (ASIC). Price Australia provides investment management services to institutional investors and commingled products and may delegate investment management to one of its affiliated investment advisers when appropriate. Price IM is an investment adviser registered under the Advisers Act and a wholly owned subsidiary of Price Associates. Price IM provides investment management services to institutional investors and commingled products. The Price Advisers have controls to generally prevent the sharing of information between Price IM and the other Price Advisers related to portfolio management, such as investment decisions, investment research, trading and proxy voting decisions. Thus, Price IM generally makes independent portfolio management decisions from and does not coordinate trading activities with the other Price Advisers. Other investment advisers affiliated with Price Associates include: Price Canada is an investment adviser registered under the Advisers Act and a wholly owned subsidiary of Price Associates. Price Canada is also registered with the Ontario, Manitoba, British Columbia, Alberta, Nova Scotia, New Brunswick, Newfoundland and Labrador, and Prince Edward Island Securities Commissions, the Saskatchewan Financial and Consumer Affairs Authority, and the Autorité des Marchés Financiers in Quebec. Price Canada offers Canadian domiciled pooled vehicles and provides advisory services to institutional clients residing in Canada and delegates investment management to one of its affiliated investment advisers when appropriate. TRP Advisory Services is an investment adviser registered under the Advisers Act and a wholly owned subsidiary of Price Group. TRP Advisory Services delivers services to clients through the use of proprietary computer analysis, with support from advisory representatives using Price Funds sponsored and advised by Price Associates, Price International Ltd, Price Hong Kong, Price Singapore, Price Japan or Price Australia. T. Rowe Price (Luxembourg) Management S.à r.l. (Price Sarl) is a wholly owned subsidiary of Price International Ltd and an investment adviser exempt under the Advisers Act. Price Sarl is registered with the Luxembourg Commission de Surveillance du Secteur Financier (CSSF). Price Sarl is authorized to provide collective portfolio management, discretionary portfolio management and investment advisory services to clients residing in the European Union and delegates such services, to one of its affiliated investment advisers when and to the extent it is appropriate. Price Sarl provides management company services to investment funds domiciled in Luxembourg. It is authorized as a Chapter 15 management company by the CSSF. Price Sarl also acts as an alternative investment fund manager (AIFM) in accordance with the law dated July 12, 2013 relating to Alternative Investment Funds Managers.

OHA is an SEC-registered investment adviser that specializes in leveraged loans, high yield bonds, private credit, distressed investments and collateralized loan obligations, and also invests in equity securities, real assets, structured finance, mortgage securities investments and interest rate and currency hedging. OHA is principally based in New York, N.Y., and provides investment advisory services primarily in the United States and Europe to various private funds and single investor mandates. OHA’s clients consist of pension funds, sovereign wealth funds, insurance companies, financial institutions, foundations, endowments, fund of funds, family office and high net worth individuals. Price Associates and OHA generally operate their investment platforms separately. Price International Ltd owns approximately 23% of UTI Asset Management Company Limited (UTI AMC). UTI AMC is an Indian asset management firm, with multiple subsidiaries, managing a variety of Indian domiciled fixed income and equity mutual funds and is registered with the SEC as an investment adviser. UTI AMC is publicly traded on Indian stock exchanges. Price International Ltd maintains two representatives on the UTI AMC board of directors. The Price Advisers have no active role in the day–to–day management of UTI AMC. The Price Advisers do not purchase shares of UTI AMC for their clients with active investment strategies. Additionally, Price International Ltd owns approximately 51% of UTI Trustee Company Private Limited, a private Indian company which serves as the trustee for certain mutual funds managed by UTI AMC. In regard to Stable Value’s Multi-Manager Solutions, Price Associates has structured its management fees to address any potential conflicts in the allocation of investment management between Price Associates and SV Subadvisers. Price Associates receives the same compensation regardless of the percentage of investment management allocated to Price Associates. The business relationships of Price Associates may create potential conflicts in the selection or recommendation of SV Subadvisers, selection of wrap contract providers, or the determination to increase allocations of assets to or withdraw assets from SV Subadvisers or wrap contract providers on behalf of client accounts. Price Associates could have an incentive to allocate or to recommend that clients allocate assets to certain SV Subadvisers that are affiliated with stable value wrap contract providers in order to either obtain more favorable wrap contract pricing or access to wrap contract capacity. Price Associates makes determinations regarding SV Subadvisers and stable value wrap providers consistent with its fiduciary duties, investment processes described in Item 8, and its SV Subadviser due diligence process. Investment Companies. Price Associates sponsors and serves as investment adviser to investment companies registered under the 1940 Act. Price Associates may include one or more of the TRP Investment Funds in client portfolios, as authorized in client guidelines; or may recommend Price Funds in discussions with certain broker/dealers, investment advisors, banks and insurance companies regarding potential asset allocation models. One of the Price Advisers may, from time to time, invest corporate money to seed or invest in newly formed proprietary funds. The Price Advisers’ ownership percentage may be significant for an unspecified period and the Price Advisers may elect to redeem all or a portion of their investment at any time. Except as noted below, Price Associates and its affiliates receive advisory fees from each TRP Investment Fund based upon the value of the TRP Investment Fund’s assets. As noted in Item 5 – Fees and Compensation: Non-Advisory Fees and Expenses, Price Associates generally excludes the value of TRP Investment Fund shares held in a client account when the advisory fee is computed. However, certain fixed income TRP

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Personal Trading Price Group maintains a “Global Code of Conduct” and “Global Code of Ethics and Personal Transactions Policy” (collectively, the Code) applicable to all T. Rowe Price affiliates. The Code complies with Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act and outlines appropriate standards of conduct for personnel and certain other individuals associated with Price Group. The Code sets forth certain restrictions on activities, such as personal trading and gifts and entertainment. Compliance with the Code is a condition of employment for all personnel. Key provisions of the Code are summarized below. The Legal Department provides the Code to all personnel via the T. Rowe Price Intranet site and requires all personnel to complete an annual verification that certifies their understanding of, and adherence to, the Code. Price Group has a policy that all personnel must participate annually in continuing education training relating to the Code. The Legal Department provides notices of all material amendments to the Code to personnel. The Code addresses many areas of conduct, such as Price Group’s policy regarding conflicts of interest, personal securities transactions, the acceptance and provision of gifts and entertainment, political contributions, material non-public information, safeguarding information, and the reporting of Code violations. A copy of the Code is available to any client or prospective client upon request.

Personal Trading. The Code contains a detailed description of the firm’s requirements and its monitoring of personal securities transactions, including pre-clearance and reporting requirements applicable to securities transactions based on a person’s classification as investment personnel, access person (as defined by the SEC), or non-access person; and filing by access persons of an annual personal securities report, certifying personal securities holdings and securities accounts. The Code requires access persons to obtain prior clearance before engaging in most personal securities transactions. Requests for prior clearance are submitted to the firm’s pre-trade approval system. Certain securities are exempt from prior clearance, such as open-end mutual funds and variable annuities, U.S. government securities, systematic investment plans, employee spouse stock option exercises, and certain ETFs. The Code also requires prior clearance of initial public offerings (IPOs) and private placements, and initial and continuous reporting of reportable securities holdings by investment personnel and other access persons. Price Group has adopted procedures designed to prevent its investment personnel and other access persons from violating the Code. Gifts and Entertainment. The Code and related policies and procedures provide guidelines on the receipt of gifts, travel and entertainment opportunities by our personnel. Our personnel participate in entertainment opportunities that are for legitimate business purposes, subject to such guidelines. Political Contributions. Additionally, for compliance with SEC Rule 206(4)-5 of the Advisers Act (Pay to Play Rule), Price Group has established prior clearance and reporting obligations for political contributions by personnel. State lobbying laws require disclosure as to the identities, activities and expenditures of individuals attempting to influence the governmental decision-making process regarding the appointment of investment managers. Price Associates will register with various jurisdictions where we believe our activities fall under such requirements. Investment of Client Assets in Price Securities. Information regarding investment of client assets in the Price Funds is provided in Item 10 – Other Financial Industry Activities and Affiliations. The Price Advisers do not purchase shares of their publicly traded parent company, Price Group, for their clients with active investment strategies. Occasionally, an advisory client of Price Advisers will transfer shares of Price Group in-kind into their portfolio, typically at account inception. Price Advisers will attempt to prevent these situations by directing the client to sell the shares before transitioning the assets, but when unable to do so, Price Advisers will sell such shares as soon as reasonably practicable utilizing a volume weighted average trading program. The Price Advisers will buy and sell shares of Price Group for Price Funds that utilize an investment strategy of replicating a benchmark index which includes Price Group. Also, on occasion, certain clients of Price Associates’ PAM Group may instruct Price Associates to hold shares of Price Group in their accounts. In such cases, clients are advised that Price Associates will provide no advice regarding the securities and will not sell the securities unless instructed to do so by the client. Shares of Price Group are excluded from the client’s account for billing purposes. Investment by T. Rowe Price and Its Personnel. Our personnel, including portfolio managers and other investment personnel, invest in the Price Funds, including the Funds they manage. These investments are made directly by our personnel or through the T. Rowe Price Retirement

Plan which offers the Price Funds among its investment options. While personnel who invest in Price Funds have an incentive to favor those accounts in order to obtain a personal benefit, these investments also help to align those individuals’ interests with those of our clients. The Price Advisers may also manage certain funds and accounts that are seeded with T. Rowe Price’s corporate money. Most of these portfolios are created to establish a performance track record to market a new product. The Price Advisers’ ownership percentage may be significant for an unspecified period and the Price Advisers may elect to redeem all or a portion of their investment at any time. Additionally, the Price Advisers may invest corporate assets in a fund for investment purposes on behalf of our corporate holding company T. Rowe Price Group, Inc. These investments may be withdrawn over a period of time or remain as a percentage of the assets of these products for indeterminate periods. The corporate assets may be the largest investment in the fund or product for significant periods of time. These portfolios may be similar to other portfolios currently managed by the Price Advisers and may be trading in securities in which the Price Advisers trade for other discretionary clients. These portfolios are traded and receive allocations pursuant to the same policies and procedures the Price Advisers have in place to ensure that all clients are treated fairly. Oversight is in place to ensure that trading and allocations for the T. Rowe Price corporate portfolios are in no way favored over accounts managed for discretionary clients. From time to time, T. Rowe Price and/or its personnel may hold an interest in unaffiliated funds or limited partnerships that is a selling stockholder in a public offering of securities which may be purchased by the Price Advisers for their clients. Any purchases by the Price Advisers in such public offering are permitted subject to policies and procedures in place to ensure that all clients are treated fairly. Valuation of Private Securities. Price Associates has a valuation committee that oversees the pricing of private securities. This committee is comprised of multiple departments including Treasury, Equity, Fixed Income and Global trading personnel. The committee conducts proactive periodic reviews of private security investments; event specific reviews; and market event reviews to ensure we are properly valuing such investments. The valuation reviews are made more difficult by private issuer’s sensitivity around disclosing nonpublic financial and operational information. Further such information may be released at irregular intervals as opposed to publicly held companies subject to accounting and disclosure standards as well as information release rules tied to their public listing on a recognized market. Price Associates acknowledges that differences can occur in how one party values private securities as opposed to another party. We note that many large institutional clients hold the same private security across multiple managers, all of whom may value the security differently. Other Potential Interests. T. Rowe Price has a variety of business relationships with other companies and also has proprietary investments in some of those companies. At times, Price Associates will invest client assets in the securities of those companies pursuant to the relevant investment strategy. Additionally, Price Associates serves as investment adviser for some of those companies. In these situations, Price Associates has a conflict whereby it could benefit by treating such clients more favorably than other clients. As a fiduciary, Price Associates cannot put its own interests ahead of its clients and has implemented protocols, such as trade allocation guidelines described in Item 12, that address such conflicts. Directors serving on the boards of the Price Funds or Price Group may also serve on boards of publicly traded entities in which Price Associates invests client assets. Personnel of the Price Advisers may serve on creditor committees for issuers in which client assets may be invested

and which are filing for bankruptcy. Additionally, personnel of the Price Advisers or their family members may have certain relationships with entities the firm does business with, including clients, broker-dealers, non-profit organizations, and vendors. The annual compliance certification completed by persons subject to the Code includes various questions regarding such relationships. Where deemed relevant, these relationships are reported to the T. Rowe Price Ethics Committee for further discussion. While the situations described in this paragraph present potential conflicts of interest, Price Associates must manage a client’s assets in accordance with its fiduciary obligations. The Price Advisers provide customary marketing and training support payments to certain clients, primarily subadvisory clients. From time to time, the Price Advisers may donate to charitable organizations that are clients or are supported by clients, prospects, consultants or their employees. In general, donations are made in response to requests from one of those parties. We take into consideration the importance of the business relationship as one factor in determining whether to approve a charitable contribution. All such donations are reviewed and approved by appropriate Legal and Compliance personnel, up to and including the Chief Compliance Officer. Personnel of the Price Advisers may hold positions with industry groups or committees which deal with advocacy issues applicable to the Price Advisers. Services For Other Clients. The Price Advisers may give advice and take action for clients, including registered investment companies and other pooled investment vehicles, which differs from advice given or the timing or nature of action taken for other clients. The Price Advisers are not obligated to initiate transactions for clients in any security which its principals, affiliates or employees may purchase or sell for their own accounts or for other clients. Purchase and sale transactions may be effected directly among and between non-ERISA client accounts which permit crossing (including the Price Funds). Any cross trade involving a registered investment company must be consistent with the requirements of Rule 17a-7 of the 1940 Act (Rule 17a-7). Rule 17a-7 provides that no commission is paid to any broker-dealer, the security traded has readily available market quotations, and the transaction is effected at the independent current market price and may also require that Price Associates disclose a client’s identity to the party on the other side of the trade. Price Associates will perform a cross trade only when it is consistent with the best interests of both of the participating client accounts. In certain markets, as required by applicable law, a cross trade may be routed through a brokerdealer to facilitate processing and a customary transfer fee may be incurred. These transactions are reviewed by the appropriate Legal and Compliance personnel and T. Rowe Price’s Global Trading Committee (GTC), which is responsible for the oversight of the Price Advisers’ trading policies and procedures. Certain accounts in which T. Rowe Price has an ownership interest are restricted from engaging in cross trades in order to address considerations under Rule 17a-7 and Section 206(3) of the Advisers Act. Cross trades are generally not permitted for fixed income securities, except for limited types of instruments. As discussed in Item 10 – Other Financial Industry Activities and Affiliations, certain PAM Group clients have directed Price Associates to place trades through its affiliated broker-dealer, Investment Services. Since all securities transactions initiated through Investment Services are executed by Pershing, it is unlikely that any securities of Price Associates’ clients would be sold to or purchased from a brokerage customer of Investment Services.

Broker-Dealer Selection. An important aspect of our discretionary investment management services includes the selection of broker-dealers. We may effect equity, fixed income, and derivative transactions on behalf of clients with a broker-dealer that furnishes brokerage and in certain cases research services, designate a broker-dealer to receive selling concessions, discounts, or other allowances, and otherwise deal with a broker-dealer in the acquisition of securities in underwritings. We may also utilize the services of an affiliated adviser’s trading desk to initiate or complete all or part of a trade order as appropriate. Such trades may be an order in its entirety (for example, a trade for a particular instrument or security where we determine an affiliate’s desk is suited to achieve best execution) or movement of a partial order which was not able to be completed prior to the originating market’s close. All such trades are executed with an unaffiliated broker-dealer. Equity Securities. In general, Price Associates utilizes a broad spectrum of execution venues including traditional stock exchanges, electronic communication networks, alternative trading systems and algorithmic solutions. In selecting a venue, Price Associates seeks broker-dealers it believes to be actively and effectively trading the security being purchased or sold. Although we may not be able to influence the venues where broker-dealers ultimately execute, we may request that a broker-dealer not route orders to certain venues we feel may not provide best execution. Price Associates monitors brokers’ venue selection over time to evaluate trends and quality of execution. In purchasing and selling equity securities for its clients, Price Associates seeks to obtain best execution at favorable prices through broker-dealers, and in the case of agency transactions, at competitive commission rates. However, Price Associates believes that the most appropriate commission on a trade is not always the lowest available commission. In addition to prices and commissions, Price Associates considers other factors in selecting broker-dealers, including (i) liquidity of the security; (ii) the size and difficulty of the order; (iii) the speed and likelihood of execution and settlement; (iv) the reliability, integrity and creditworthiness, general execution and operational capabilities of competing broker-dealers and services provided; and (v) expertise in particular markets. Therefore, we may pay higher commission rates to brokerdealers we believe offer greater reliability, better pricing, or more efficient execution. Fixed Income Securities. Price Associates generally purchases fixed income securities from the issuer or a broker-dealer acting as principal for the securities on a net basis, with no stated brokerage commission paid by the client (although the price usually reflects undisclosed compensation to the broker-dealer). Fixed income transactions through broker-dealers reflect the spread between the bid and asked prices; therefore, Price Associates is unable to provide clients with a report of commissions paid. We may also purchase securities available from underwriters at prices that include underwriting fees. Foreign Currency Transactions. Price Associates may but is not required to engage in foreign currency transactions (FX) to facilitate trading in or settlement of trades in foreign securities. In accordance with clients’ investment guidelines, Price Associates may use FX, including forward currency contracts, when seeking to: manage exposure to or profit from changes in interest or exchange rates; protect the value of portfolio securities; or to facilitate cash management. We select broker-dealers that we believe will provide best execution on behalf of all of our clients, frequently via electronic platforms. To minimize transaction costs,

certain FX trading activity may be aggregated across accounts, but each account’s trade is individually settled with the counterparty. Our ability to seek best execution for the client may be impacted if trading is limited to the client’s custodian or certain counterparties due to clientimposed restrictions or operational considerations, including the absence or delay in implementation of required documentation. Also, restricting the counterparties with which Price Associates can trade may present credit risks to the client, particularly for FX and other OTC transactions, as a result of direct exposure to the credit of the counterparty. Stable Value Investment Contracts. Price Associates purchases investment contracts for its clients directly from the issuer, and generally does not use the services of a broker-dealer, except for the purchase of fixed income securities underlying SACs and synthetic GICs. Please see Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss for information regarding the analytical process employed in selecting insurance carriers and banks included on our approved list of contract issuers. Best Execution. The Price Advisers seek best execution on all trades consistent with fiduciary and regulatory requirements. The GTC oversees the brokerage allocation and trade execution policies for the Price Advisers. The GTC is supported by the equity and fixed income best execution subcommittees in monitoring the Price Advisers’ compliance with the execution policy. The execution policy requires the Price Advisers to execute trades consistent with the principles of best execution which requires an adviser to take all sufficient steps to obtain the best possible result for clients taking into account various factors. Research Benefits. The Price Advisers rely upon their own research and subject any external research to internal analysis before incorporating it into the investment process. The Price Advisers use equity brokerage commissions in connection with client securities transactions consistent with Section 28(e) of the Securities Exchange Act of 1934 (Section 28(e)) and other relevant regulatory guidance to acquire brokerage and research services from broker-dealers through commission-sharing arrangements (CSAs). Section 28(e) permits an investment adviser to cause an account to pay a higher commission to a broker-dealer that provides brokerage and research services than the commission another broker-dealer would charge, provided the adviser determines in good faith that the commission paid is reasonable in relation to the value of the brokerage and research services provided. An adviser may make this good faith determination based upon either the particular transaction involved or the overall responsibilities of the adviser with respect to the accounts over which it exercises investment discretion. The Price Advisers do not directly allocate benefits generated by the CSAs to client accounts, and therefore, research may not necessarily benefit the specific accounts paying commissions to such broker-dealers for that research. These trading commissions are paid for by our clients’ accounts and the research services are provided to the Price Advisers. Thus, the Price Advisers receive a benefit because we do not have to pay for the research ourselves. There are limited circumstances in which clients do not participate in the CSA program, for example, in situations in which the practice of using client commissions to pay for research is prohibited by local regulations or it is not permitted in the client agreement. Instead, for CSA eligible strategies, the Price Advisers will estimate the cost of the research commissions those accounts would have generated, and the Price Advisers will pay that amount from its own resources towards the research needs of its investment professionals. Consistent with Section 28(e), the external research received from broker-dealers or

independent third-party research providers can include information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, currency and commodity market analysis, risk measurement analysis, performance analysis, and analysis of corporate, environmental, social and governance responsibility issues. Research services are received in the form of written reports, computer generated data, telephone contacts, investment conferences, financial models and personal meetings with security analysts, market specialists, access to unaffiliated individuals with expertise in various industries, businesses, or other related areas, including use of expert network services which provide access to industry consultants, vendors, and suppliers. The above list is not exhaustive, and the Price Advisers may consume any other external research or research service that falls within the safe harbor provision of Section 28(e). Each Price Adviser pays for fixed income research and services directly from its own resources where feasible or required. Allocation of Brokerage Business. Price Associates has a policy of not pre-committing a specific amount of business to any broker-dealer over any specific period. Price Associates makes brokerage placement determinations, as appropriate, based on the needs of a specific transaction such as market-making, availability of a buyer for or seller of a particular security, or specialized execution skills. Price Associates may choose to allocate brokerage among several broker-dealers able to meet the needs of the transaction. Allocation of brokerage business is monitored on a regularly scheduled basis by appropriate personnel. Price Associates may have brokerage relationships with broker-dealers who are, or are an affiliate of, clients that have appointed Price Associates or an affiliate to serve as investment adviser, trustee, or recordkeeper. We also have other relationships with or may own positions in the publicly traded securities of the broker-dealers with whom we transact with or on behalf of our clients. Broker-Dealer Recommendations. Price Associates does not recommend, request or require clients to direct Price Associates to execute transactions through any specified broker-dealer. However, Price Associates does make certain PAM Group clients aware of the brokerage services offered by its affiliated broker-dealer, Investment Services (as described in Item 10 – Other Financial Industry Activities and Affiliations). These clients either place orders for the execution of their portfolio transactions directly with Investment Services, or they have specifically instructed Price Associates to do so. Price Associates advises clients of the affiliated relationship and discloses that commissions will be paid to Investment Services in addition to the advisory fees paid to Price Associates. In addition, Price Associates advises clients of the possible disadvantages of directed brokerage as described below. Client Directed Brokerage. Some clients may direct Price Associates to use specific brokerdealer(s) for all or a portion of their account transactions. If a client directs us to use a specific broker-dealer, the price, commission rate, or transaction costs of its account transactions may be less favorable than our non-directed brokerage orders, and we may be unable to achieve the most favorable execution. Directing us to use a particular broker-dealer might also affect the timing of a client’s transaction. There may be times when we may not trade with a client’s directed broker-dealer until all non-directed brokerage orders are completed and this can result in the client’s order being executed on less favorable terms than we obtain for non-directed orders and performance of such accounts may also differ.

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The Price Advisers rely primarily on the business development and marketing activities of our personnel to solicit new business.

From time to time, the Price Advisers enter into written referral agreements that involve the payment of a fee for introductions to prospective clients that lead to formal investment management mandates. In the event the Price Advisers enter into such agreements, the terms of the arrangement, including the fee structure, will be disclosed to all such affected prospective clients prior to their execution of the investment management agreement and in accordance with applicable law. A Price Adviser may have other business relationships with entities with which another Price Adviser may have referral fee arrangements. Some of Price Associates’ clients use consultants to evaluate and recommend investment advisers and their services, including Price Associates and its related entities. Price Associates is not affiliated with any consultant. These consultant firms represent multiple clients and prospects and, therefore, have frequent interactions with Price Associates and related entities. In addition, Price Associates and its related groups may engage and pay fees to consultants to attend consultant-sponsored conferences or purchase analytical services and other research offered by them. On limited occasions, the Price Advisers pay fees to consultants for services designed to help us evaluate other investment managers. The Price Advisers have adopted policies and procedures to ensure that consultant payments are based solely on the value of the services provided, that such services serve a legitimate business purpose, and that payments for services are not intended to influence the consultant firms in their duty to evaluate and recommend investment managers, including any T. Rowe Price entity. Price Associates and related persons pay nominal fees to consultant registries or databases to access peer universes and competitor analysis with respect to our investment strategies. Price Associates pays thirdparty platforms to make certain Managed Account Program strategies and/or Model Portfolios available on their platforms or to participate in their program. Price Associates pays a fee to certain Program Sponsors for receipt of analytical data regarding Model Program accounts. The fee could be viewed as compensation to Program Sponsors or revenue sharing to the extent the amounts paid by Price Associates exceed what Price Associates would otherwise have paid for the services. This extra compensation is used by Program Sponsors in their discretion including using such compensation to provide additional administrative services or to invest in the Program Sponsor’s platform. The receipt of such additional compensation may provide Program Sponsor firms and its financial advisers with an incentive to recommend Price Associates’ Managed Account Programs over other investment manager’s managed account programs or other financial products. In situations where Model Portfolios are included free of charge on third-party platforms, Price Associates may have an incentive and potential conflict of interest in the preference for, and inclusion of, the platform firm’s third-party funds or ETFs in the Model Portfolios. Further, Price Associates typically has access to holdings data or to portfolio managers of TRP Investment Funds on a more frequent or detailed basis than is available from third-party funds. Price Associates may provide to or receive from third-parties minor non-monetary benefits, such as training events, seminars, and hospitality in accordance with the Code. Any third-party solicitation arrangements regarding Price Associates’ services will comply with all federal and state regulatory requirements.

Neither Price Associates nor its management persons have been the subject of legal or regulatory findings, or are the subject of any pending criminal proceedings that are material to a client’s or prospective client’s evaluation of our advisory business or the integrity of our firm. (Additional information regarding any pending litigation as provided in Part 1A of Form ADV is available to clients upon request.) From time to time, our firm is involved in regulatory examinations or litigation that arise in the ordinary course of our business.

In the event that we become aware of any regulatory matters or litigation that we believe would be material to an evaluation of our advisory business, we promptly notify all clients or prospects affected by those events, subject to applicable law and regulation. It is conceivable that we could choose to disclose a regulatory matter or litigation to one client but not another based on the materiality of the matter relative to the services we provide to a particular client.

The Price Advisers manage multiple accounts for different clients in a single investment strategy. While each account generally follows a similar investment program, different accounts have their own unique guidelines and cash flows. To enhance the focus on investment decision-making responsibilities, a portfolio manager may concentrate on a representative portfolio within the strategy and use the services of either a dedicated portfolio modeling group or an analytics and quantitative research team to determine adjustments for similarly managed accounts. From time to time and under limited circumstances, a portfolio manager may instruct an associate portfolio manager or an investment analyst to make an investment decision with limited capacity (e.g., in a portfolio manager’s short absence). For certain strategies (e.g., the structured research strategies), teams of industry-focused T. Rowe Price analysts are responsible for selecting stocks for the strategy, subject to the oversight and discretion of the portfolio managers who work closely with these analysts. The Price Advisers strive to ensure compliance with clients’ investment guidelines consistent with their fiduciary responsibility. Accounts are often customized to reflect a client’s specific investment requirements. For example, a client may be unable to invest in a particular country, industry or issuer. These restrictions are documented in the guidelines attached to a client’s investment management agreement. Accordingly, we utilize a vendor-based compliance system to capture the investment parameters from each client’s guidelines and to facilitate automated pre-trade, post-trade and portfolio compliance testing. Our compliance and modeling teams work closely with the portfolio management team to ensure guidelines are implemented as closely as possible to a client’s intent. In implementing certain client investment guidelines, for example those related to governance and sustainability, the Price Advisers rely on data from third-party providers. While the Price Advisers utilize reputable thirdparty data providers, such data has inherent limitations, is provided with no guarantee of completeness, accuracy or timeliness and without warranty of any kind. For example, data related to governance and sustainability factors may differ across ESG data providers, be insufficient or limited with respect to certain sectors or delayed in reflecting certain market events. Consequently, based on the data available from third-party sources, Price Advisers may be unable to fully or accurately implement desired investment restrictions, including those based on governance and sustainability factors. This could lead to direct or indirect exposure on a temporary basis to issuers that are not consistent with a client’s investment guidelines. A portfolio modeling group monitors individual positions, asset allocation, and cash flows daily for equity accounts within the same strategy, and may make investments consistent with the portfolio manager’s investment strategy for each account within that strategy. The team frequently consults with the portfolio manager, and the team’s activities are ultimately subject to the portfolio manager’s discretion and monitoring.

The analytics and quantitative research team is responsible for the tools used to measure and monitor fixed income risk and they provide frequent communication with investment professionals and senior management regarding risk exposures at the portfolio and strategy level. Portfolio managers have the primary responsibility for reviewing client accounts. Working within the firm’s investment philosophy and internal investment policy guidelines, the portfolio manager structures portfolios consistent with the objectives and restrictions of each client. Accordingly, the portfolio manager may make adjustments per account to attempt to provide similar performance and outcomes for all accounts within a strategy. The number of accounts assigned to each portfolio manager varies considerably as a result of differing client characteristics and requirements. In constructing a client’s portfolio, we consider each client’s objectives, our perception of the overall balance of risk and return potential, and the relative prospects for individual investment alternatives. We also discuss with each client the portfolio characteristics and requirements including diversification ranges, performance standards and expectations, risk tolerances, and any investment restrictions or constraints imposed by the client. Within this framework, the portfolio manager evaluates the appropriateness of particular securities and industries, and the overall mix of equities, fixed income instruments, and reserves in an effort to meet the client’s goals. Circumstances prompting modifications in the portfolio would include: changes in the Price Advisers’ investment policy, changes in the client’s objectives, significant price movements of portfolio securities or the portfolio as a whole, changes in the prospects of a particular portfolio security, the need to invest incoming cash, or the need to raise cash from the portfolio. On a periodic basis, internal investment meetings are conducted by portfolio managers at which global economic assumptions and key market factors are reviewed, so that a consistent background is applied to individual security selection ideas. Inputs to such investment meetings include key economic variables driving world markets including interest rate trends, earnings momentum, historic valuations, market supply and demand, monetary cycle and politics. Weekly investment meetings, attended by portfolio managers, include a review of a sample of client portfolios representing different investment mandates. Managed Account Program guidelines and target portfolios are reviewed on an ongoing basis by Price Associates and its third-party service provider. Reviews are conducted to determine if an account’s holdings are consistent with the selected investment strategy and restrictions imposed by a participant. We provide each Stable Asset Management Group client with a monthly book value account statement, reporting all account-level and investment contract-level purchases, withdrawals, installment payments, income, and maturities. The statement consolidates all assets in the account and lists the month-end value of each investment contract and the aggregate market value of any cash reserves or marketable securities held outside of an investment contract. Investment contracts are valued as reported by the contract issuer. (The interest crediting rate of a SAC or synthetic GIC, as reported by the contract issuer, is calculated by the issuer using book value and market value information, yield, and duration.) Price Associates conducts pre-trade and post-trade compliance reviews for all internally managed fixed income assets and compliance with investment guidelines relating to GICs,

BICs, SACs and SICs. With respect to Stable Value Multi-Manager Solutions where external SV Subadvisers sub-advise a portion of account assets, sub-advised accounts are first reviewed by the SV Subadviser for pre-trade and post-trade compliance. Where possible, Price Associates also receives sub-portfolio holdings from SV Subadvisers on a daily basis and conducts its own compliance monitoring and investment oversight. Given the dynamic nature of financial markets and the consistent flow of available information, Price Associates’ account review process is continuous. Our portfolio managers and research personnel analyze economic forecasts, sector and industry strategies, and evaluate the relative attractiveness of individual securities. Revised portfolio manager recommendations or changes in a client’s circumstances or investment objectives are among the factors that can trigger a portfolio review and possibly result in alterations to investment strategy. Steering Committees, made up of senior investment personnel, also monitor performance and style consistency. These reviews are also designed to identify any dispersion from the composite for accounts where there is an actual or perceived conflict of interest (e.g., performance-based fees as described in Item 6 – Performance-Based Fees and Side-by-Side Management). Price Associates produces a variety of client reports and communicates with clients via phone calls, emails, regular client meetings, and other means. The frequency and type of reporting depends on the individual client’s needs and requirements. At a minimum, the following types of materials are typically provided: account balance and activity (monthly); holdings reports and performance analysis (quarterly or monthly and including gross and net of management fees information); and views on global securities markets and economies (quarterly or monthly). Risk reports for certain accounts may be available upon request. Price Associates has policies and procedures in place to ensure such communications are delivered consistent with commercially reasonable standards to protect client information. The prices of securities reflected in the Price Advisers’ holding reports to clients are determined in a manner consistent with T. Rowe Price’s Securities Pricing Information Policy. A copy of this policy is available upon client request or as otherwise agreed. Managed Account participants generally receive reports from the Program Sponsor in accordance with the agreement between participants and the Program Sponsor. For the PRM service, Price Associates conducts periodic account reviews at least monthly and, when necessary, rebalances PRM Participant investments to asset allocation targets determined by the PRM methodology and parameters that Price Associates establishes at its discretion. Additionally, if PRM Participants submit updated information and/or additional information about their financial situation and preferences beyond what is available from the plan’s service provider, they can receive an updated portfolio reallocation immediately. Price Associates does not review the personal financial information of PRM Participants for accuracy or completeness as provided by PRM Participants, plan sponsors, or service providers and does not assume responsibility for any incomplete or erroneous information. Such information must be reviewed periodically by the PRM Participant and/or the plan sponsor or service provider who are responsible for notifying Price Associates of any changes, errors or omissions to such information. PRM Participants are encouraged to update significant changes to personal information by logging into the PRM Interface Portal to review and promptly update their information. PRM Participants in the PRM service will receive a quarterly statement from their service provider. The PRM service methodology, model portfolios, and underlying TRP Trusts are reviewed on an ongoing basis. Reallocations are made based on market or other conditions as warranted and

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Price Associates does not act as a custodian for client assets and does not have physical custody of client funds or securities at any time. However, Price Associates may be deemed to have custody, as defined in Rule 206(4)-2 of the Advisers Act (Custody Rule), of client funds or

securities for various reasons, including, without limitation: Price Associates is authorized to deduct advisory fees from a client’s account upon instruction to the custodian; Price Associates is authorized to invest in the Price Funds or securities that do not trade on a delivery versus payment basis; Price Associates serves as program manager for Section 529 College Savings Plans for which affiliated entities provide certain services; and Price Associates personnel or a “related person” (as defined under the Custody Rule) serve as trustee or have been granted power of attorney for a client account. In the case of Price Associates’ client accounts, clients must select and appoint their own custodian, whose services and fees will be separate from Price Associates’ management fee. Clients are responsible for independently arranging for all custodial services, including negotiating custody agreements and fees and opening custodial accounts. A client’s custody agreement with its qualified custodian may contain authorizations with respect to the transfer of client funds or securities broader than those in the client’s written investment management agreement with Price Associates. In these circumstances, Price Associates’ authority is limited to the authority set forth in the client’s written investment management agreement with Price Associates regardless of any broader authorization in the client’s custody agreement with its qualified custodian. The qualified custodian’s monitoring, if any, of the client’s account is governed by the client’s relationship with its custodian. Price Associates annually requests confirmation that each client’s qualified custodian sends required periodic account statements. Clients generally will receive account statements directly from their third-party custodians for the accounts. Price Associates encourages all of its clients to carefully review and reconcile account statements from their qualified custodians, the Price Funds’ transfer agent and/or other service providers, as applicable, with account statements received from Price Associates. If there are discrepancies between a client’s custodian statement and their Price Associates’ account statement, the client should contact their custodian or its Price Associates account representative for more information. If clients do not receive account statements from their custodian at least quarterly they should contact their Price Associates account representative. Clients who invest in certain TRP Private Funds will receive an annual audited financial statement which clients should review carefully. If clients in the applicable TRP Private Funds do not receive an audited financial statement within 120 days of the fiscal year end, they should contact their Price Associates account representative. From time to time, the Price Advisers may inadvertently receive client assets from third-parties. The Price Advisers have appropriate policies and procedures which provide for prompt forwarding of such assets to the client (or the former client), the client’s qualified custodian, or returning such assets to the appropriate third-party, in compliance with applicable law. Pursuant to the Custody Rule, Price Associates is subject to an annual surprise examination by an independent public accountant related to the accounts for which it has or may be deemed to have custody. These accounts comprise the pool of accounts eligible for the annual surprise examination unless an applicable exemption from the examination is available. The independent public accountant is responsible for selecting a set of sample accounts from the pool of eligible accounts and for confirming the adviser is in compliance with the procedural requirements of the Custody Rule. Price Associates has retained an independent public accountant to conduct the annual surprise examination and report its results to the SEC on Form ADV-E, as required.

All clients enter into a written investment management agreement with Price Associates prior to receiving investment management services. We provide discretionary investment management services to a client only if the client’s written investment management agreement or other document expressly grants this discretion. Price Associates’ discretionary authority is limited by the terms of its investment advisory agreements and the investment guidelines agreed to between Price Associates and each client. Investment management agreements generally give us discretion to manage the client’s account and place trades (and where appropriate, to use the trading desk and other services of affiliated investment advisers), subject to the investment objectives and guidelines for the account. Price Associates may delegate certain management responsibilities to one or more its advisory affiliates as it believes reasonably necessary. For Stable Value Multi-Manager Solutions clients, Price Associates works with these clients to allocate or recommend allocation of discretion of a portion of their portfolio to SV Subadvisers. Clients may specify a target allocation or may request that Price Associates direct the allocation of assets among Price Associates and SV Subadvisers. As discussed in Item 4, Price Associates’ Stable Value External Manager Due Diligence Committee provides oversight of SV Subadvisers which includes evaluation of investment performance, review of portfolio compliance and investment guidelines exceptions and approval of evaluations and changes to evaluations of SV Subadvisers. For Stable Value Asset Management accounts, the investment guidelines of the stable value wrap contracts are generally more restrictive than those imposed by clients or that would otherwise apply. These restrictions may limit the scope or types of investments that the Stable Value Asset Management Group might otherwise include within a client’s account and may incentivize Price Associates to manage accounts under more conservative or restrictive investment guidelines so that such accounts remain eligible for access to such stable value wrap contracts. For the PRM service, Price Associates has the responsibility for selecting, monitoring, and replacing the investment options within the PRM service. Outside of the investment management services provided through PRM, Price Associates does not have any discretion to select the Plan’s investment options or to update or change those investment options. Price Associates provides the plan sponsor or plan fiduciary, as applicable, with the opportunity to impose reasonable restrictions with respect to the investment management services and shall manage according to any such restrictions. While Price Associates primarily provides discretionary investment management services, certain services are offered on a non-discretionary basis. Clients may require that every security transaction be authorized by the client prior to execution. The timing, form, and content of such authorization may vary from client to client. In limited circumstances, Price Associates may also provide transition management services to existing clients or to assist with the onboarding of new clients. Price Associates also offers non-discretionary advice to institutional investors in the form of delivery of model portfolios. Such model portfolios include a list of recommended investments and weightings which are implemented by the client, or its delegate, in its discretion in managing the account. Other than the responsibility to make and deliver a model portfolio, Price Associates has no authority or responsibility to manage the client account as the client retains the discretionary authority and responsibility to manage the assets of the account.

The stated investment guidelines and policies of certain clients may prohibit the purchase of particular securities or classes of securities if the purchase would cause the amount in the client’s portfolio to exceed a percentage designated by the client. In addition, clients may limit the purchase of an issuer’s securities if the Price Advisers hold more than a stated percentage of the issuer’s securities on behalf of all clients. (Price Associates’ internal issuer aggregated holdings limits are discussed below.) Clients may inform the Price Advisers of their participation in securities lending programs. The Price Advisers are not parties to such securities lending agreements and generally have no knowledge of specific lending activity conducted by the custodian or securities lending agent. In limited circumstances, the Price Advisers may agree to delay anticipated trading of such client assets until we are able to confirm the availability of the shares for settlement. Such delays may prevent inclusion in aggregated orders. The Price Advisers bear no responsibility for trade delay or failures, or account performance deviations due to clients’ lending activities. Price Associates generally has the discretion to select broker-dealers and to determine commissions to be paid as described; however, certain clients may request that Price Associates direct brokerage for a portion of their accounts as discussed in Item 12 – Brokerage Practices. Clients subject to ERISA may also impose restrictions whereby Price Associates is prohibited from purchasing securities of an issuer affiliated with the client or transacting with an affiliate or other parties related to the client by providing Price Associates with a list identifying such restricted securities by cusips, tickers, or other specific identifiers. Certain clients who have authorized Price Associates to execute transactions for their accounts without prior approval may prohibit the purchase of specific securities or industry groups via a restricted list identifying such restricted securities by cusips, tickers, or other specific identifiers. Price Associates will rely on information provided by clients in discharging its investment management responsibilities and will not be responsible in the event clients either do not provide a list or provide inaccurate or outdated information. Clients may also impose other limitations on the quality, quantity, or type of securities according to stated investment guidelines and policies. Such client-mandated limitations could include industry and socially conscious restrictions. Clients are responsible for the management of Client’s tax affairs, including, without limitation, the payment of all taxes due and the making of all claims in relation thereto. Clients are encouraged to consult their own financial, tax and legal advisors regarding any investment decision regarding Price Advisers’ investment advisory services. Clients sensitive to Unrelated Business Taxable Income (UBTI) may impose guideline restrictions on the purchase of securities having the potential to generate UBTI, specifically real estate investment trusts and certain partnerships, for which Price Associates will screen and avoid on a best efforts basis. These accounts are monitored regularly by appropriate personnel for compliance with client negotiated guidelines. In order to fully implement certain investment mandates, Price Associates may ask clients to assist with completing and/or executing documentation or certain filings in order to utilize certain investments (e.g., futures agreements, “MSFTAs”, “ISDAs”). Price Associates may also need to provide information (including but not limited to investment management agreements, organizational and tax documents, and other due diligence documents of its clients) to market participants and industry vendors (e.g., Markit Counterparty Manager) as may be reasonably required by any of them in order to effect, clear, or manage Price Associates’ transactions in

certain complex instruments for their accounts. In the event such required documentation is not in place or filings have not been completed, Price Associates is restricted from effecting such transactions. Clients should be aware that restrictions on an account’s holdings which result from clientimposed investment restrictions, limits, the client’s inability or unwillingness to fully complete necessary documentation or filings or the client not having certain operational capabilities (which limit Price Associates’ ability to manage in accordance with its standard investment strategy) may result in performance returns that differ from performance obtained for other clients in the same strategy that do not impose similar restrictions. A common example is a portfolio manager purchasing a company’s IPO as part of their strategy and a client in such strategy restricting the purchase of IPOs or failing to provide Price Associates with a representation that they are not restricted under FINRA Rule 5130 or FINRA Rule 5131. In such scenarios, the portfolio manager may be forced to purchase the security in the secondary market often at a premium to the initial offering price. Another example is a client’s inability to waive sovereign immunity as required by certain trading counterparties, which would hinder Price Associates’ ability to provide the client with full dealer coverage for certain derivative transactions. An additional example involves investment strategies that invest in securities issued in private placement offerings by privately held entities. Price Associates will not invest in such securities for clients that are unable to confirm that they have the operational capabilities necessary to manage such securities without the assistance of Price Associates, should Price Associates no longer serve as an investment adviser to the client. Likewise, there may be regulatory or other operational issues (e.g., cross trades, derivatives) which limit Price Associates’ ability to manage an account in line with the overall strategy. Price Associates reserves the right, in its discretion, to restrict investments in companies determined after thorough review to be engaged in business activities significantly inconsistent with socially conscious principles. Such restrictions are consistently applied to all accounts under Price Associates’ management. Please see Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss. From time to time Price Associates’ capacity may be constrained for certain mandates due to market conditions, cash flow levels from prospective and current clients, or other factors. In such event, Price Associates reserves the right to allocate capacity among its clients in its discretion and may take into consideration the client’s overall advisory relationship with the Price Advisers in allocating such capacity. Additionally, the Price Advisers will from time to time inadvertently receive or affirmatively agree to receive material non-public information concerning an issuer of securities which may cause us, in accordance with applicable laws and regulations, to restrict or limit our ability to trade securities of such issuer for our client accounts. The Price Advisers monitor the extent of the aggregate ownership of classes of equity securities across all client accounts over which we have investment discretion. As part of this effort, we have adopted a policy which places limits on our aggregate ownership levels. While we believe that our aggregate holdings limits generally represent a prudent level of investment risk, the size of the Price Advisers’ aggregate holdings in a given security may affect the price at or speed with which we are able to liquidate client holdings. Clients may also impose their own limits via guidelines as to their account holdings in securities where we hold sizeable positions.

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Advisory clients generally authorize Price Associates to vote proxies for their accounts excluding proxies related to shares of Price Funds. Price Associates has adopted proxy voting policies and procedures (T. Rowe Price Proxy Voting Policies and Procedures) including specific proxy voting guidelines that set forth the general principles we use to determine how to vote in client accounts for which we have proxy voting responsibility. The voting guidelines are established each year by the Environmental, Social and Governance Investing Committee (the ESG Committee) which relies upon our own fundamental research, independent research provided by outside proxy advisor, ISS, and information presented by company management and shareholder groups. If clients authorize us to vote proxies for their accounts, they receive a copy of the T. Rowe Price Proxy Voting Policies and Procedures before the execution of the investment management agreement (and annually thereafter). Price Associates makes decisions with respect to proxy issues in the best interests of clients in a particular investment strategy, in light of the anticipated impact of the issue on the desirability of investing in the portfolio company, consistent with our fiduciary obligations. Voting authority and responsibility is held by the portfolio manager of a particular investment strategy. Given the variety of investment strategies and their specific mandates, voting decisions for one strategy may differ from other investment strategies. Our policy is not to vote proxies for shares of the Price Funds held in separate accounts unless we receive written direction from our clients. Price Associates seeks to vote all of its clients’ proxies, provided we receive proxy materials in a timely manner. In certain circumstances, the Price Advisers may determine that refraining from voting a proxy is in the client’s best interest, such as when the cost to the client of voting outweighs the expected benefit to the client. For example, the practicalities and costs involved with international investing may make it impossible at times, and at other times disadvantageous, to vote proxies in every instance. Price Associates’ ability to vote proxies is subject to timely receipt of the proxy from the client’s custodian or other party. In regard to the voting of proxies in foreign markets, Price Associates’ ability to vote is also contingent upon the establishment of any necessary local documentation including power of attorney forms. The firm’s ESG Committee is responsible for monitoring and resolving potential material conflicts between the interests of Price Associates and those of its clients with respect to proxy voting. We have adopted safeguards to ensure that our proxy voting is not influenced by interests other than those of our clients. While membership on the ESG Committee is diverse, it does not include individuals whose primary duties relate to client relationship management, marketing, or sales. Since the T. Rowe Price Proxy Voting Policies and Procedures are predetermined by the ESG Committee, they should in most instances adequately address any possible conflicts of interest. However, consistent with the terms of the T. Rowe Price Proxy

Voting Policies and Procedures which allow portfolio managers to vote proxies opposite our general voting guidelines, the ESG Committee regularly reviews all such proxy votes that are inconsistent with the guidelines to determine whether the portfolio manager’s voting rationale appears reasonable. The ESG Committee also assesses whether any business or other material relationships between T. Rowe Price and a portfolio company (unrelated to the ownership of the portfolio company’s securities) could have influenced an inconsistent vote on that company’s proxy. Issues raising potential conflicts of interest are referred to designated members of the ESG Committee for immediate resolution prior to the time Price Associates casts its vote. With respect to personal conflicts of interest, the Code requires all personnel to avoid placing themselves in a “compromising position” in which their interests may conflict with those of our clients and restrict their ability to engage in certain outside business activities. Portfolio managers or ESG Committee members with a personal conflict of interest regarding a proxy vote must recuse themselves and not participate in the voting decisions with respect to that proxy. The ESG Committee, and certain personnel under the direction of the ESG Committee, perform the following oversight and assurance functions, among others, over Price Associates’ proxy voting: (1) periodically samples proxy votes to ensure that they were cast in compliance with the T. Rowe Price Proxy Voting Policies and Procedures; (2) reviews, no less frequently than annually, the adequacy of the T. Rowe Price Proxy Voting Policies and Procedures to make sure that they have been implemented effectively, including whether they continue to be reasonably designed to ensure that proxies are voted consistent with our fiduciary obligations to our clients; (3) performs due diligence on whether a retained proxy advisory firm has the capacity and competency to adequately analyze proxy issues, including the adequacy and quality of the proxy advisory firm’s staffing and personnel and its policies; and (4) oversees any retained proxy advisory firms and their procedures regarding their capabilities to (i) produce proxy research that is based on current and accurate information and (ii) identify and address any conflicts of interest and any other considerations that we believe would be appropriate considering the nature and quality of the services provided by the proxy advisory firm. Price Associates provides proxy vote summary reports, upon request, to its clients that have delegated proxy voting authority. The reports detail how the Price Advisers voted proxies with respect to securities held in the client’s account and generally cover quarterly or annual periods. Clients may occasionally direct Price Associates how to vote on a particular issue, provided the client gives direction in a timely manner to enable us to instruct our proxy voting agent. Additionally, the procedures of certain Program Sponsors of Managed Account Programs limit Price Associates’ ability to accommodate split voting across investment strategies for that Program Sponsor. Such instances are generally resolved by voting all shares attributable to that sponsor in the same manner as the majority of shares being voted by Price Associates. Price Associates exercises flexibility to vote some proxies, or particular categories of proxies, or not cast proxy votes at all depending on our arrangements with clients and our fiduciary obligations. Certain clients reserve proxy voting authority and restrict Price Associates from voting proxies. In those situations, clients should instruct the custodian to forward all proxy voting materials promptly to the client (or designated proxy voting service). When clients restrict Price Associates from voting proxies, we would not generally expect to provide consultation services, but would provide information from time to time about how we would vote an issue in

question. However, we will not discuss how we intend to vote proxies for securities not held in the client’s account. In certain circumstances, Price Associates may not be permitted to vote all of the proxies over which it has voting power due to regulatory or company-imposed provisions that limit the percent of proxies voted by any one party. Additionally, Price Associates will from time to time agree to provisions with regulatory bodies and issuers that restrict or otherwise limit its ability to vote all of the proxies over which it has voting power with respect to certain issuers in consideration to obtain approval to increase its ownership of those issuers on behalf of its clients above specified levels. In those instances, Price Associates may be required to forego voting rights above a specific level or vote those shares in proportion to all shares voted in the meeting. This could have a negative impact on the clients whose voting rights are limited. As a practice, Price Associates does not offer to file proof of claim forms for class action suits for advisory clients. However, certain clients may request that Price Associates file proof of claim forms for U.S. class action suits that affect the client’s account and such clients have provided Price Associates with the authority to do so in their investment management agreements. Price Associates, based upon its records, will use reasonable discretion in determining whether to file such forms on behalf of the account; however, there may be restrictions in certain foreign jurisdictions impacting our ability do so.

Price Associates generally bills clients quarterly in arrears. Price Associates does not require or solicit pre-payment of fees more than six months in advance. Price Associates is not subject to any financial condition that is reasonably likely to impair its ability to meet contractual commitments to its clients. A copy of the current annual consolidated audited financial statements of Price Group and its subsidiaries (including Price Associates) is available upon request. Price Associates is registered as an investment adviser with the SEC. Price Associates is not registered with any state securities authorities.