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T. Rowe Price Investment Services, Inc.Brokerage AccountAgreement, Fee Schedule,and Important DisclosuresEffective October 2021
General InformationAs a participant in either the T. ROWE PRICE ActivePlusPortfolios program (APP) or the T. Rowe PriceRetirement Advisory Service (RAS) (each referred toherein as a Program) that provides discretionaryinvestment management services by T. Rowe PriceAdvisory Services, Inc. (TRP Advisory Services), youhave agreed to establish a brokerage account with T.Rowe Price Investment Services, Inc. (TRPIS or Price),referred to herein as “Account.” TRPIS is a broker-dealeraffiliated with TRP Advisory Services and a member firmof the Financial Industry Regulatory Authority, Inc(FINRA). Your Account is therefore subject to the T.Rowe Price Brokerage Account Agreement, FeeSchedule, and Important Disclosures (BrokerageAgreement and Disclosures).Your Account will not be available for brokerage activitiesexcept as directed by TRP Advisory Services. Thismeans that you cannot trade in securities or options orimplement margin strategies with respect to the Accountor hold securities or assets not managed as part of theProgram. Further, the activities directed by you on theAccount shall be limited solely to brokerage servicesrelating to your participation in the Program, such ascontributions, directing the liquidation of securities duringthe initial funding, redemption requests, and transfers.TRPIS will not act as your investment adviser, norprovide advice in connection with the Program or theAccount. Pershing LLC (Pershing), a subsidiary of TheBank of New York Mellon Corporation, is a third party thatprovides clearing, custody, and recordkeeping servicesfor the Account.The following Brokerage Agreement and Disclosurescontain important terms and conditions. Please read theBrokerage Agreement and Disclosures carefully andretain them for future reference. If you have ures, please call customer service at 1-888-7440273The words “I,” “you,” “myself,” “me,” “your,” and “my” referto the person(s) who provided and signed the newaccount information required to open the Account.T. Rowe Price Investment Services, Inc. is a subsidiaryof T. Rowe Price Group, Inc., a publicly traded company.Brokerage Account AgreementI acknowledge and agree to be bound by the termsand conditions with respect to my Account asfollows:T. Rowe Price Investment Services, Inc.1. This Brokerage Account Agreement (Agreement)contains a Predispute Arbitration Clause. Bysigning an arbitration agreement, the partiesagree as follows:I.All parties to this Agreement are giving up theright to sue each other in court, including theright to a trial by jury, except as provided bythe rules of the arbitration forum in which aclaim is filed.II.Arbitration awards are generally final andbinding; a party’s ability to have a courtreverse or modify an arbitration award is verylimited.III.The ability of the parties to obtaindocuments, witness statements, and otherdiscovery is generally more limited inarbitration than in court proceedings.IV.The arbitrators do not have to explain thereason(s) for their award unless, in an eligiblecase, a joint request for an explaineddecision has been submitted by all parties tothe panel at least 20 days prior to the firstscheduled hearing date.V.The panel of arbitrators will typically includea minority of arbitrators who were or areaffiliated with the securities industry.VI.The rules of some arbitration forums mayimpose time limits for bringing a claim inarbitration. In some cases, a claim that isineligible for arbitration may be brought incourt.VII.The rules of the arbitration forum in which theclaim is filed, and any amendments thereto,shall be incorporated into this agreement.Predispute Arbitration Clause. I agree to settle byarbitration any controversy between myself andPrice; its parent or affiliates; and/or any suchofficers, directors, employees, agents, or Price’sclearing broker, Pershing, relating to this Agreement,this Account and all accounts with Price, or in anyway arising from my Brokerage relationship withPrice, whether entered into prior to, on, orsubsequent to this date. Such arbitration will beconducted before and according to the arbitrationrules of the Financial Industry Regulatory Authority(FINRA) unless the choice of another arbitrator forum 2021 T. Rowe Price. All rights reserved.1
is required by applicable state law.No person shall bring a putative or certified classaction to arbitration, nor seek to enforce anypredispute arbitration agreement against any personwho has initiated in court a putative class action orwho is a member of a putative class action who hasnot opted out of the class with respect to any claimsencompassed by the putative class action until: (i)the class certification is denied, (ii) the class isdecertified, or (iii) the customer is excluded from theclass by the court. Such forbearance to enforce anagreement to arbitrate shall not constitute a waiverof any rights under this Agreement except to theextent stated herein.Price or I may initiate arbitration by serving ormailing a written notice. If I do not designate thearbitration forum in my notice or respond in writingwithin five days after receipt of Price’s notice, Iauthorize Price to designate the arbitration forum onmy behalf. Judgment on any arbitration award maybe entered in any court having jurisdiction, and Isubmit myself and my personal representative(s) tothe jurisdiction of such court.2. Authority. I am at least 18 years of age, have therequired legal capacity to enter into this Agreement,and have provided or will provide Price with allnecessary authorizations (from third parties, ifnecessary) to open an Account under thisAgreement. I have accurately completed theinformation required to open a new Account and willnotify Price promptly if any of the informationchanges.3. Clearing Broker. My Account is carried by Pershing,pursuant to a Clearing Agreement between Pershingand Price. This means that Pershing holds my moneyand securities for safekeeping at the direction ofPrice and in accordance with the terms of theClearing Agreement. For a description of all of thefunctions performed by Price and Pershing, whichmay not all be applicable to my Account, pleaseconsult the Disclosure Statement in Section 30 of thisAgreement.4. No Advice. Price does not provide tax, legal, orinvestment advice or offer any opinion with respect tothe suitability or profitability of any transaction. Alltransactions will be executed by direction of TRPAdvisory Services except as described in Sections14 and 22.T. Rowe Price Investment Services, Inc.5. Joint Accounts. If the Account is owned by morethan one person, we jointly and severally agree thateach co-owner of the Account has complete authorityto act on behalf of all and to give instructionsconcerning trades in the Account, including thedelivery of funds and securities to the co-owners.Unless you have notified Price to the contrary inwriting and Price has accepted signed notification, allAccounts with joint registration shall be joint with rightof survivorship. We understand that Price will only actupon the written instructions of both co-ownersbefore changing the ownership of the Account.Unless otherwise agreed to by Price in its solediscretion, payments will be made to the ownersjointly and will be mailed to the address for theAccount indicated in its records. Liability with respectto the Account shall be joint and several, and each ofus will be fully liable for any amounts due to Price orPershing under this Agreement. If registered asTenants in Common, each of us has an undividedinterest in the Account. If we are registered as JointTenants with right of survivorship or a husband andwife are registered as Tenants by the Entireties andone of us dies, the entire Account shall become theproperty of the survivor(s). In the event of an owner’sdeath, the survivor(s) shall immediately notify Pricein writing and, along with the estate of the deceased,shall continue to be jointly and severally liable for anydebit balance resulting from transactions initiatedbefore Price receives the written notice of death.Price reserves the right to freeze any Account andtemporarily suspend trading privileges or restrictwithdrawals from an Account when notice has beenreceived of a dispute between the registered orbeneficial owners or there is reason to believe afraudulent transaction may occur.6. Fiduciary. A fiduciary is a person or entity authorizedto make decisions with respect to an account onbehalf of an account’s beneficial owner(s), includingtrustees on a revocable trust. I understand and agreethat Price does not review any action or inaction by afiduciary with respect to my Account and is notresponsible for determining whether a fiduciary’saction or inaction satisfies the standard of careapplicable to such fiduciary’s handling of myAccount. I further understand and agree that Price isnot responsible for determining the validity of aperson’s or entity’s status or capacity to serve as afiduciary. Price may require additional documentationbefore permitting a fiduciary on an existing accountor when opening a new account. I agree to hold 2021 T. Rowe Price. All rights reserved.2
Price, its officers, directors, employees, agents, andaffiliates harmless from any liability, claim, s), as incurred, for the actions orinactions of my fiduciary. If my Account has two ormore fiduciaries authorized to make decisions, eachfiduciary shall have full authority on my behalf to dealwith Price, all without notice to the otherfiduciary(ies), unless Price is otherwise notified inwriting. Notwithstanding the foregoing, Price may, atits sole discretion, require joint instruction from someor all of the fiduciaries before taking action.7. Summit Program. Effective November 15, 2021, theaccount I am opening may be a qualifying accountunder the T. Rowe Price Summit Program asavailable from time to time, with benefits determinedbased on asset levels in qualifying accounts, pluscertain types of other accounts maintained by T.Rowe Price that I and members of my householdhave (as applicable). I understand I can go towww.troweprice.com/Summit to learn more about theSummit Program, including qualifying and otheraccount types, benefits, how households aredetermined, information that may be disclosed tomembers of the household and their agents, and howI can opt out of certain householding features.8. Cash Balance.I. APP. Your APP Account does not have a sweepproduct such as a money market fund for cashpositions awaiting investment. The total of the cashbalance in your Account is held as a Free CreditBalance. Free Credit Balances do not earn interestand are not subject to market risk. Price may changeor add products that are available as sweep optionsin the future.II. RAS. Your RAS Account has a T. Rowe Pricemoney market fund as a sweep account to supporttransactions such as deposits, fee billing, andreceiving investment income such as dividends andcapital gains. Price may change the products that areavailable as sweep options in the future. On thesettlement date, Price may debit my designatedmoney market sweep fund for payment of securitiespurchased by me. I will earn dividends up to, but notincluding, the settlement date. My Account will becredited with the proceeds from the sale of securities,and I will begin earning dividends the next businessday after the settlement date.T. Rowe Price Investment Services, Inc.9. Brokerage Account Activities. As a participant inthe Program, I will not be permitted to directbrokerage activities such as purchasing and sellingsecurities, options trading, or margin strategies in myAccount. All brokerage activities will be directed byTRP Advisory Services.10. Written Authorization. Price may, in its solediscretion and for its own protection, require writtenauthorization from all owners/parties to act on theAccount for certain requests (e.g., to transferownership).11. Contributions, Redemptions, and Transfers. Theactivities permitted to be directed by me on myAccount include deposits of checks, wires,Automated Clearing House (ACH) networktransactions, transfers to/from other broker-dealers,transfers from brokerage accounts held with TRPIS,transfers of T. Rowe Price mutual funds (TRPFunds) from existing accounts held with T. RowePrice Services, Inc. (TRP Services), transfer agentfor the TRP Funds, and transfer of ownership.Charges unrelated to Price may apply, and Price isnot liable for the charges or any consequences ofcustomer’s failure to pay such charges. If I fund myaccount with non-Program holdings, I instruct TRPISto liquidate the holdings which will be used to fundthe Program Account. TRP Investment Services willliquidate these holdings in accordance with policiesand procedures adopted for Program AccountsI authorize Price and its agents to act on anyinstructions believed to be genuine for any ectronic device/telephone services. Priceuses reasonable procedures to verify the identity ofthe customer and authorized agents (such as apower of attorney), if applicable, when servicing anAccount by telephone. I understand that it is Price’spolicy to accept instructions from and provideAccount information to the registered accountowner(s) only, unless the account owner(s) hasprovided authorization to Price, in a form acceptableto Price or to provide (or permit access to) accountinformation to another person. I further understandthat it is my responsibility to monitor the activity in myAccount and not to provide Account information,including my online username and password, toanyone. Price and its agents are not liable for anylosses that may occur from acting on unauthorizedinstructions. Checks will be sent only to the owner(s)and address provided to Price. 2021 T. Rowe Price. All rights reserved.3
The features outlined below apply to my Account.ACH Transactions. I understand that there areseveral types of electronic transactions I canauthorize that are handled through the ACH network.The primary types of ACH transactions permitted formy Account are (a) purchases and redemptions Iauthorize Price to make between my Account and mybank account in amounts between 100 and 250,000; (b) recurring or one-time debits that Iauthorize another financial services company tomake in order to transfer funds from my Account toan account I have at the other financial servicescompany; and (c) one-time payments from myAccount that I authorize a third party to initiate inaccordance with the ACH rules for prearrangedpayment and deposit entries. In addition to the termsof the Agreement, the rules of the ACH network willapply to all ACH transactions. Price may carry overany ACH network and/or systematic investing servicefrom my identically registered T. Rowe Price fundaccounts. Pershing will initiate ACH transactions atthe discretion of myself and Price.Wire. I understand that I can conduct electronictransactions via bank wire. I acknowledge that thereis currently a fee for wire redemptions from myAccount and that my bank may charge for incomingor outgoing wire transfers regardless of size.Sale (Redemption) Conditions. I understand that ifI request a redemption of funds that I just depositedvia check or ACH transfer, Price will generally delaysending me such funds for up to ten business daysto allow the check or transfer to clear. Other types ofredemptions, such as an ACH debit initiated by athird party, also may be rejected and returned unpaidunder these circumstances. (These holding periodsdo not apply to purchases paid for by bank wire orautomatic purchases through my paycheck.)Upon my authorization, Price will initiate credit anddebit entries to the account at the financial institutionprovided and for the financial institution to credit ordebit the same to such account though the ACHnetwork, subject to the rules of the financial institutionand ACH. Price may correct any transaction errorwith a debit or credit to the financial institutionaccount.My authorization, including any credit or debit entriesinitiated thereunder, is in full force and effect until Inotify Price of its revocation by telephone or in writingand Price has had sufficient time to act on it.T. Rowe Price Investment Services, Inc.Liability for Failure to Complete Contribution orRedemption Request (Request). Price is not liablefor acting on requests provided to Price forcontributions or redemptions. Price will not be liablefor, including, but not limited to, the following: Through no fault of Price, I do not have asufficient available balance to make the Request; Any computer, electronic device, or telephonesystem was unavailable or not working properly; My Account is frozen (for example, because of acourt order or other similar reason) and Price isnot permitted to make the Request; Circumstances beyond Price’s control (such asfire or flood) prevent the Request, despite thereasonable precautions it has taken; Price has limited or refused to complete theRequest for security reasons; or Price has reason to believe that the Request isunauthorized.12. Confidentiality. Generally, Price will keepinformation concerning my Account confidential.Price may reveal information to third parties about myAccount (a) in order to verify the existence andcondition of my Account for a third party, such as acredit bureau or merchant; (b) in order to comply withlaws or with orders of subpoenas of governmentagencies or courts; (c) if I give Price writtenpermission; (d) to other persons and entities in orderto resolve problems or disputes; (e) as otherwisestated in the Agreement; or (f) in the circumstancescontemplated by the T. Rowe Price Privacy Notice(U.S. and Canada), as furnished by Price as part ofthe Brokerage Agreement and Disclosures and asupdated or amended from time to time.13. Fees and Charges. I agree to the fees and chargesindicated on the Fee Schedule included in theBrokerage Agreement and Disclosures, which maybe amended from time to time upon notice to me. Allfees listed in the Fee Schedule are pass-through feesof the clearing broker, Pershing. Price does notreceive any portion of the fees charged. Further, Iagree to pay applicable fees for the services providedsuch as to transfer my Account to another broker.Price may charge my Account for any fees or chargesthat I may incur. I understand and agree that Pricemay remit to, or otherwise pay, Pershing for its 2021 T. Rowe Price. All rights reserved.4
services from the fees charged by Price under thisAgreement. For your RAS Account, Price willautomatically deduct and remit advisory fees fromyour Account to TRP Advisory Services as outlinedin the TRP Advisory Services Client Agreement andRAS Discretionary Management Supplement.14. Failure to Settle. Upon the purchase or sale of anysecurity, if Price is unable to settle the transaction byreason of my failure to make payment or deliversecurities, I authorize Price to take steps necessaryto complete or cancel the transaction to minimize itsloss, and I agree to reimburse Price for any and allcosts, losses, or liabilities incurred by Price, includingattorney’s fees. I recognize that Price may becomeliable to Pershing in connection with any Account byreason of various occurrences, including, but notlimited to, my failure to make payment or deliversecurities in good form. Should Price becomeindebted to Pershing in connection with my Account,or should I become indebted to Pershing or to Pricedirectly in the operation of my Account, I agree that Iwill repay such indebtedness upon demand to theextent permitted by law. I AGREE THAT, IF I FAILTO PAY THE INDEBTEDNESS AFTER DEMAND,PRICE MAY CLOSE MY ACCOUNT AND/ORLIQUIDATE ANY ASSETS IN MY ACCOUNT OROTHERWISE HELD BY PRICE OR ANY OF ITSAFFILIATES, INCLUDING TRP FUNDS, IN ANAMOUNTSUFFICIENTTOPAYMYINDEBTEDNESS.Price may not use my individual retirement account(IRA) assets to cover an indebtedness in a non-IRAaccount or use non-IRA assets to cover anindebtedness in an IRA account.I agree to be responsible for the reasonable costsand expenses of the collection of any suchindebtedness, including, but not limited to, attorney’sfees. I understand that Price also reserves the rightto provide information concerning my Accountindebtedness to others, including credit reportingagencies.15. Cash Accounts. Cash accounts may be subject, atPrice’s or Pershing’s discretion, to interest on anydebit balances resulting from failure to makepayment in full for securities purchased, from failureto timely deliver securities sold, from proceeds ofsales paid prior to settlement date, or for othercharges that may be made to the Account.T. Rowe Price Investment Services, Inc.16. Recorded Conversations. For our mutualprotection, Price will normally tape record ourtelephone conversations in order to permit theverification of information. Such recordings are thesole property of Price.17. Provision of Market Data. I understand that Pricemay convey to me through telephone, electronic, orother means last sale transaction data, bid and askquotations, and other information relating tosecurities and the securities markets (collectivelyreferred to as “market data”).I understand that Price obtains market data fromsecurities exchanges and markets and from partiesthat transmit market data (collectively referred to as“market data providers”). Price receives such marketdata from industry sources that are believed to bereliable. However, the accuracy, completeness,timeliness, or correct sequencing of the market datacannot be guaranteed either by Price or by themarket data providers. I understand that neither Pricenor the market data providers will be liable forinterruptions in the availability of market data or myaccess to market data or for any damages alleged tohave resulted from the availability or nonavailabilityof such data. The market data are provided “as is”and on an “as available” basis. THERE IS NOWARRANTY OF ANY KIND, EXPRESSED ORIMPLIED, REGARDING THE MARKET DATA.18. Services. Price may make available services(referred to in this section as “the services”) that allowme to use telephone, electronic, or other means toobtain market data and other information such aspositions in and the balance of my Account. Theservices may require me to use a number orpassword to access these features. I acknowledgethat I am responsible for the confidentiality and useof my access number, password, and Accountnumber and for all requests initiated through thesemeans. I agree not to allow any other person or entityto use my Account for any purpose, including inquiry,or for quotes. Any redemption requestscommunicated to Price through these means will beconsidered to have been sent by me. I agree to notifyPrice immediately if I become aware of any loss,theft, or unauthorized use of my access number,password, or Account number or any unauthorizeduse of the services or the market data. Further,although Price may permit the entry of redemptionrequests through the services, under no 2021 T. Rowe Price. All rights reserved.5
circumstances will Price accept any requests placedvia unsecure electronic mail (email).Price will not be liable for lost profits, trading losses,or other damages resulting from the delay or loss ofuse of the services or from defective or unavailablemarket data. In any case, Price’s liability arising fromany legal claim (whether in contract, tort, orotherwise) relating to the services or market data willnot exceed the amount I paid for use of the servicesor market data associated with such claim.19. Confirmations, Statements, Prospectuses, andCommunications. During the Account openingprocess I agreed to receive confirmations,statements, prospectuses, Forms CRS, andcommunications regarding the Account (collectively,Communications”) electronically in lieu of paper tothe electronic mail address last provided to Price. Ifan electronic address is not working, Price orPershing may send Communications to the lastphysical address provided to Price. Communicationsmay be delayed, erroneous (e.g., due to computersystem issues), or cancelled/adjusted by anexchange or market center. Any reporting or postingerror, including errors in execution prices orcancellations, will be corrected to reflect whatactually occurred in the marketplace, and I acceptsuch terms.I understand that to minimize fund expenses, it isPrice’s policy to attempt to send only one copy ofprospectuses, shareholder reports, and otherdocuments (except account confirmations andstatements) to all T. Rowe Price fund shareholdersresiding at the same address. I also understand thatthis applies to all existing T. Rowe Price fundaccounts and any accounts I may open in the future.I consent to this policy, and I understand that I needto do nothing now. If I do not consent, I will call T.Rowe Price after my Account is opened.20. Presumption of Receipt of Communications.Communications will be sent to the electronicaddress (i.e., email address) and may includesending to my physical address if my electronicaddress is not working, given to Price when openingthe Account unless I later notify Price of a change ofaddress or electronic address. All communications,whether sent by mail, telegraph, messenger,electronic, or otherwise, shall be consideredT. Rowe Price Investment Services, Inc.delivered to me personally, whether actually receivedor not. Price reserves the right to close my Account ifI fail to maintain an accurate electronic address onthe Account.21. Custody of Securities. All of the securities in myAccount shall be held in street name by Pershing.22. Security Interest. All securities and other propertynow or hereafter held, carried, or maintained for methrough Price, or an affiliate of Price, including sharesin the TRP Funds, shall be subject to a lien for thedischarge of all my indebtedness and otherobligations to Price and are to be held by Price assecurity for the payment of any liability orindebtedness of me to Price. Price, or any affiliate ofPrice, shall have the right to transfer securities andother properties so held through Price or any affiliate,including shares in the TRP Funds, whenever inPrice’s judgment it considers such transfernecessary for its protection. In enforcing Price’s lien,Price shall have the discretion to determine whichsecurities and property are to be sold. Price may notuse my IRA assets to cover an indebtedness in anon-IRA or use non-IRA assets to cover anindebtedness in an IRA.23. Extraordinary Events. Price shall not be liable forloss or delay caused directly or indirectly by war,natural disasters, government restrictions, exchangeor market rulings or conditions, interruptions ofcommunications or data processing services, orother conditions beyond Price’s control.24. Liens and Levies. If for any reason my Account issubject to a lien or levy directed to Pershing,Pershing will abide by the directions of the federal,state, or other levying authority unless it receives acourt order staying or quashing the lien or levy orsome other form of release from the levying authority.In the event Pershing receives a lien or levy on myAccount, my Account may be assessed a reasonableprocessing fee.25. Modification of This Agreement. All transactionsfor the Account shall be subject to the constitution,rules, regulations, customs, and usages of theexchange or market (and its clearing house, if any)where the transactions are executed and to allapplicable government acts and statutes (such as theSecurities Exchange Act of 1934) and the rules andregulations promulgated under those governmentalacts and statutes. No provision of this Agreement, oran updated or amended Agreement, can be 2021 T. Rowe Price. All rights reserved.6
amended or waived except in writing, signed by anofficer of Price. If any provision of this Agreementbecomes inconsistent with any present or future lawor regulation of any entity having regulatoryjurisdiction over it, that provision will be deemedsuperseded or amended to conform with such law orregulation, but the remainder of this Agreement willremain in full force and effect. I understand that Pricemay be bound by certain restrictions Pershing mayimpose and reserves the right to reject anytransaction prior to my receipt of the confirmationstatement.26. Separability. If any provisions or conditions of thisAgreement shall be held to be invalid orunenforceable, all other provisions and conditionswill remain in full force.27. Governing Law. This Agreement and itsenforcement shall be governed by the laws of thestate of New York, without giving effect to its conflictsof laws provisions, and shall both bind and inure tothe benefit of Price, its successors, and assigns,whether by merger, consolidation, or otherwise. ThisAgreement shall also be binding upon my heirs,executors, administrators, successors, and assigns.28. Credit Investigation. Price may request and obtainconsumer credit reports that contain informationincluding my creditworthiness, credit standing, andcredit capacity. Price may use such reports todetermine whether to approve my Accountapplication or whether to restrict access to some orall of the services offered through the Account. I havethe right, upon written request made within areasonable time, to receive from Price the names andaddresses of the consumer credit reporting agenciesthat provided the reports. Price will not disclose thiscredit information to anyone other than me withoutmy written permission.29. Amendment Restrictions and Termination. At itsdiscretion, Price may amend this Agreement orterminate or restrict my Services or Account at anytime, effective upon notice to me at my addressincluding electronic address last given to Price. If Ihave agreed to electronic delivery of prospectuses,confirmations, o
account information required to open the Account. T. Rowe Price Investment Services, Inc. is a subsidiary of T. Rowe Price Group, Inc., a publicly traded company. Brokerage Account Agreement . I acknowledge and agree to be bound by the terms and conditions with respect to my Account as follows: 1. This Brokerage Account Agreement (Agreement)
