TradeLink - T. Rowe Price

More Investment Choices
Through Your Plan
®
More Ways for the Experienced Investor to Diversify
T. Rowe Price’s TradeLink* allows you to invest a portion** of your retirement
plan savings in a wide range of investments. These additional investments
offer a spectrum of strategies and objectives beyond those available in the
“core” investments of your employer’s retirement plan. By using TradeLink,
you can more broadly diversify your retirement portfolio.
This brochure explains how TradeLink works. Here’s what it covers:
•
•
•
The relationship between TradeLink and your core plan investments
TradeLink services and guidelines
Steps to open a TradeLink account
As you review the information in this kit, please consider the following:
•
•
•
This service is designed for plan participants who have experience and confidence in their own investment abilities.
TradeLink investment choices may be subject to greater volatility and risk of loss than core plan investments offered
by your employer.
Potential investment gains may be offset by account and transaction fees.
* Brokerage services offered by T. Rowe Price Investment Services, Inc., member FINRA/SIPC. TradeLink
brokerage accounts are carried by Pershing LLC, a BNY Mellon Company, member NYSE/FINRA/SIPC,
which acts as a clearing broker for T. Rowe Price Investment Services, Inc.
** See your plan’s TradeLink Specifics section in the back of this kit for the maximum percentage of your
savings you may invest through TradeLink.
Table of Contents
How TradeLink Works.....................................................................................3
How to Make a TradeLink Trade..................................................................4
Additional TradeLink Activity.......................................................................7
How TradeLink Affects Your Retirement Account.................................8
How to Get Information About Your Account.......................................8
Fees.......................................................................................................................9
Commission Schedule................................................................................. 10
Customer Account Agreement................................................................ 11
Take Advantage of TradeLink.................................................................... 17
2
How TradeLink Works
With TradeLink, your retirement plan account consists of three types of investments:
Core Investments
TradeLink Investments
Your employer offers a menu of core investment
choices for your retirement savings.
You can choose from over a thousand investments
available through TradeLink. You can obtain a list of
available no-load mutual funds by going online to the
Mutual Fund GatewaySM or by calling your plan’s toll-free
number. Information about other investments can also be
obtained by speaking with a TradeLink representative.
TradeLink Sweep Fund*
The sweep fund is a money market fund selected
by your plan sponsor that allows you to transfer
your money between your core investments and your
TradeLink investments. An investment in the fund is not
insured or guaranteed by the FDIC or any other govern‑
ment agency. Although the fund seeks to preserve the value
of your investment at $1.00 per share, it is possible to lose
money by investing in the fund. You must maintain at least
a zero balance in your sweep fund. If your sweep fund
balance is less than zero, TradeLink investments will be
liquidated to cover the negative balance.
To access the Mutual Fund Gateway:
1. Go to www.troweprice.com.
2. Go to Individuals.
3. Click on Individual Investor.
4.From the homepage, under Products & Services
select Brokerage.
5. Click on Mutual Fund Gateway.
* S ee your plan’s TradeLink Specifics section, which explains which
investment will be used as your sweep fund.
Your Account
To establish a TradeLink account, you will need to complete:
•
•
Participant authorization
Account application
Accounts that do not have a balance and have not had activity for at least 18 months will be
automatically purged. If you want to begin trading again after your account has been purged,
you will need to complete new paperwork.
Additional investments available through TradeLink
offer a spectrum of strategies and objectives beyond
those available in the core investments of your plan.
3
How to Make a TradeLink Trade
You may exchange dollars into or out of your TradeLink sweep account by logging in to the website at rps.troweprice.com or by calling
your plan’s toll-free number and speaking with a representative. Representatives are available any business day between 7 a.m. and 10 p.m.
eastern time to assist you with trading.
Online Trading
1
Your plan may allow you to trade brokerage holdings
online through the Internet. If you are comfortable
using your computer for investing purposes, you may
find online trading more convenient. You will be
required to speak with a representative to trade
load mutual funds.
Transfer savings to your sweep fund
To request a transfer:
1.Go to rps.troweprice.com.
2. Click on My Account.
3. Click on Change Current Balances.
4. Select Investment Exchange.
You will need to know the:
Online Features
• You can access balances, positions, and history online.
•Holdings are valued as of the prior business day’s
market close.
•You can place orders yourself at any time. However,
representatives will be available during regular business hours to answer your questions or to assist with
any of your transactions.
•Generally, you’ll pay less to perform your stock trades
electronically than you would through the TradeLink
telephone representatives.
•You’ll be able to access stock quotes quickly and easily.
Online Security Matters to T. Rowe Price
As a security precaution, all data are encrypted. In
addition, as a TradeLink account holder, you must
use a password to access your account online. This
password is the same as your website password. While
this may seem like an additional step or another thing to
remember, we strongly believe passwords help to secure
your account and keep individual information private.
Online Access to TradeLink
1. Go to rps.troweprice.com.
2.Enter your user name and password.
3. Click on TradeLink Brokerage Account.
•amount (dollars, shares, or percentage) you want
to transfer,
•name of the investment from which you want to
move money, and • type of money (based on plan specifics).
Depending on the core investment you are exchanging
out of, it may take one to five business days before the
funds are available in your sweep account.
There are limits on how much you can invest.
•Your plan determines the maximum percentage
that you may invest in TradeLink. See your plan’s
TradeLink Specifics section of this kit for details.
•If your TradeLink assets exceed the percentage
designated, no further exchanges from core
investments will be allowed.
•If your core investment balance increases or your
TradeLink investment balance decreases, exchanges
will once again be allowed.
Your plan may allow you to include the sweep account in
your investment election for future money coming in to the
account. From the My Account Tab, click on Transactions
and then select Change Investment Election. TradeLink will
be listed as an option if this feature is offered by your plan.
Equity wash is a provision of a Stable Value product (which may be
available in your plan) whereby direct transfers between certain
competing funds, such as the sweep fund, must be directed to an
equity fund or other non-competing funds for 90 days before transferring to any other competing fixed income fund in the plan. These
restrictions are not imposed by T. Rowe Price but the issuers of the
contracts that make up a stable value fund product. Please consult
with a representative if you have questions regarding equity wash
provisions within your plan.
4
2
Buying and selling TradeLink investments*
nce dollars are available in your sweep fund, you can make a
O
purchase.
You will need to:
1.Go to rps.troweprice.com.
2.Enter your user name and password.
3.Click on TradeLink Brokerage Account.
You should be aware that:
•some investments are not available or are closed to
new investors;
•some funds require a minimum trade amount (for
purchases and/or redemptions);
•some funds require that a minimum balance be
maintained;
•all no-transaction-fee mutual funds must be held for
3
six months—otherwise, an early redemption fee is
imposed at the time of sale;
•if you attempt to use all the money available in your
sweep account to make an online mutual fund purchase,
when the system calculates the cash available for such a
purchase, the amount available will be reduced by $35 in
order to cover the fee that is imposed on transaction‑fee
funds. The system will make this reduction even if the mutual
fund you are purchasing does not impose a transaction
fee. Please note that you will only be charged the $35 fee
if you are in fact purchasing a transaction‑fee fund.
Otherwise, the $35 will remain in your sweep account;
•most securities on the New York and domestic
over‑the‑counter exchanges, as well as other regional
exchanges, are available through TradeLink;
•precious metals, options, futures, commodity
contracts, IPOs, private placements, and foreign
securities not traded on domestic exchanges are
excluded. Your plan does not allow you to purchase
foreign securities that are not traded on a domestic
exchange for your TradeLink account. Holding such
securities in your account could raise compliance
issues for your plan, and we are not able to block the
acquisition of such securities. Therefore, it is your
responsibility to make the necessary inquiries if you
choose to purchase foreign securities. One indicator
that you are placing a trade in a foreign security not
traded on a domestic exchange is that at the time
you place such a trade, you are notified that the trade
is subject to a foreign security fee. If you receive such a notice,
you should cancel the trade. Your employer’s stock and
bonds, if applicable, are also excluded;
•investing in certain investments such as limited partnerships
may have unintended tax consequences for your plan. You
should make such investments only with the authorization
and consent of your plan administrator;
•U.S. citizens living abroad may be restricted from purchasing
some investments.
Transfer savings to your core investments
You will need to:
•Liquidate some or all of your TradeLink investments.
•Ensure that all trades have settled into your sweep
account.
•Request a transfer from TradeLink to your
core investments.
To request a transfer:
1. Go to rps.troweprice.com.
2. Click on My Account.
3. Click on Change Current Balances.
4. Select Investment Exchange.
5.Enter an exchange for a specific dollar
amount or 100%.
When a request is made to move assets from
TradeLink to core, depending on the core investment
you are exchanging into, it may take one to five
business days before the funds are available in your
core account.
* Mutual fund trades are executed at the next available close of business price after receipt of your order. To receive the current day’s price,
your order must be received before the transaction cutoff time. (Orders generally cannot be changed or canceled after this time.) For most
funds, the cutoff time is 4 p.m. eastern time. Some funds have an earlier cutoff, generally between 2:30 p.m. and 3:30 p.m. eastern time.
Occasionally, some funds have a cutoff time as early as noon eastern time.
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Securities Orders
Various types of orders can be specified when buying and
selling securities.
Market order: A market order is placed and executed
immediately at the prevailing market price and is subject
to fluctuations of the market. Most market orders
execute within 60 seconds and cannot be canceled.
Day-limit order: A day-limit order is placed at a specified
price and stays in effect until executed or until the close of
business on the day it is entered (or until the next business
day if it is entered after the market’s closing). The order
cannot be executed above the buy limit or below the sell
limit. There is no guarantee when and if a limit order will
be executed. If your order is not executed within the
trading day, the order becomes null. You may wish to
reenter the order the following business day.
90-day good-till-canceled order: A 90-day-limit order
acts the same as a day-limit order, but stays in effect for
90 days. If your order is not executed within 90 days, the
order will become null. You may wish to reenter the order
the next business day for an additional 90 days.
Sell-stop and buy-stop orders: Sell-stop orders are entered
at a price below the stock’s current value. If the stock’s
bid price falls to or below your sell-stop price, your order
will become a market order and will execute at the next
available price. This generally helps protect you against
a large loss even if you’re not constantly watching the
market. Buy-stop orders are entered above the current
market price. If the stock’s ask price rises to or above your
buy-stop price, your order will become a market order and
will execute at the next available price. This enables you to
take advantage of a stock’s sudden upward movement.
Stop-limit sell and stop-limit buy orders: Stop-limit sell
orders are the same as sell-stop orders except when the
stock’s bid price is the same as the stop price, the order
becomes a limit order instead of a market order. Stop-limit
buy orders are the same as buy-stop orders except when
the stock’s ask price is the same as the stop price, the order
becomes a limit order instead of a market order. There is
no guarantee that the order will be executed if it cannot
be filled at the stop-limit price.
Qualifiers: You can add the following qualifiers to your
order to distinguish how you would like your trade
executed:
All-or-none (AON): An order to buy or sell more than one
round lot of stock or more than one bond at a designated
price or better. It is executed only when both conditions
can be satisfied simultaneously.
Do-not-reduce (DNR): A limit order to buy, a stop order to
sell, or a stop-limit order to sell that is not to be reduced
by the amount of a cash dividend on the ex-dividend date.
Make an informed choice. Call your plan’s toll-free number to request a prospectus, which
includes investment objectives, risks, fees, expenses, and other information that you should
read and consider carefully before investing.
6
Additional TradeLink Activity
Settlement Dates
Transactions generally settle on the first or third business
day after the trade date. Certain funds and exchanges
within some fund families settle on the trade date. To
purchase funds, the proceeds must be available either
through a prior sale of brokerage assets or through your
sweep fund prior to placement of your trade. Please note if
you are using proceeds from a prior sale to purchase new
funds, you may not sell the new funds until the original
sale settles or your account will be charged with an
unsettled liquidation (see Trading Violations below). Please
note that variations in fund settlement periods may affect
your ability to buy shares with proceeds from a sale or to
transfer proceeds to your core investments.
The example below shows the relationship between
settlement and proceeds-available dates for a
Monday trade.
Trade date: Monday*
capital gain not eligible for reinvestment will be invested in
the sweep fund.
Sweep Earnings
Income from your sweep fund is earned daily and
automatically reinvested monthly, free of charge.
No minimum balance is required.
Terms and Definitions
Free Ride
Definition: Occurs when you sell a security to cover a debit
balance that was created by the purchase of that same
security.
Restriction: Immediate 90-day cash restriction.
Liquidation
Definition: Occurs when you sell a security to cover a
debit balance created the previous day. Unlike a free ride,
a liquidation is caused by selling a different security than
the one that created the debit balance.
Settlement Schedule
Same Day
Next Day
Third Day
Settlement date
Monday
Tuesday
Thursday
Proceeds-available
date
Tuesday
Wednesday
Friday
* Settlement and proceeds-available dates will change according to
the day of the week on which you trade.
Gains, Losses, and Corporate Action
Depending on the terms of your retirement plan, you may
be responsible for responding to any corporate action
related to your TradeLink investments, including proxies,
rights offerings, and tender offers. You are also responsible
for your investment decisions, which could result in a loss
of principal on investments in your TradeLink account(s).
Dividends
All dividends and capital gain distributions from your eligible
investments will be directed to the sweep fund unless you
make a dividend election. Only certain investments participate in the dividend reinvestment program. Any dividend or
Restriction: If three liquidation violations occur in a rolling
12-month period, the account will be restricted to settled
funds for 90 days.
Unsettled Liquidation
Definition: Occurs when you sell a security that was
purchased with proceeds from a previous security sale
that has not yet settled.
Restriction: If three unsettled liquidation violations occur
in a rolling 12-month period, the account will be restricted
to settled funds for 90 days.
Restriction Details – Liquidation vs. Unsettled Liquidation:
If you are charged with two unsettled liquidation violations
and one liquidation violation in a rolling 12-month period,
there is no restriction. All three violations in a 12-month
period must be the same type of violation. Reason for
Restrictions: Each violation creates a situation by which
you have purchased a security with funds that do not
belong to you. In these instances, money is loaned to you
by the broker. This is not permitted in a cash account.
Many fund families enforce excessive trading policies for their funds. It is important to consult each fund’s prospectus before making any
investment decisions, as excessive trading restrictions may apply.
7
How TradeLink Affects Your Retirement Account
Because you have TradeLink, transactions within your retirement account may be affected.
Loans and Withdrawals
Refer to your plan documents for information about rules
governing loans and withdrawals. Loans and in-service
withdrawals (if permitted in your employer’s plan) will be
made only from eligible core investments. You will be
responsible for any fees and charges associated with the
sale of TradeLink assets. Such sales include, but are not
limited to, the liquidation of holdings to maximize your
loan or withdrawal amount available and to satisfy a
return of excess contributions made to the plan.
Qualified Domestic Relations Orders (QDROs)
If you are involved in a QDRO and T. Rowe Price is
instructed to distribute some of your assets, you must
agree to direct the sale of any TradeLink positions
necessary to comply with the order. At the discretion
of the plan administrator, failure to provide instructions
may result in a pro-rata sale of investments from all
TradeLink holdings, whereby you absorb any related
commissions and fees on the trades.
Distributions
In order to receive a final distribution, you will need to
decide how to handle your TradeLink investments. You
may need to liquidate some or all of your positions.
You will be responsible for any fees and charges
associated with the sale of TradeLink assets.
In order to initiate a withdrawal for installments or
required minimum distributions, you may be required
to sell all or a portion of your TradeLink investments.
To initiate a liquidation of TradeLink investments, contact
a T. Rowe Price representative who will process your sell
order(s). Or, if your plan allows online trading, you may
enter the transaction online.
If your plan allows in-kind transfers, TradeLink investments
eligible for rollover may be transferred in kind
to an individual retirement account (IRA) or another
retirement plan offering a self-directed account service.
Certain money types, such as after-tax and Roth, may
not be eligible for in-kind transfer. You will need to
complete a rollover form indicating the investments
to be transferred, the receiving broker, and your
account number. Any remaining partial shares will be
liquidated automatically with proceeds going into
your sweep fund. Once all sell trades have settled and inkind rollovers are completed, you will need to transfer any
8
remaining balance in your sweep fund to a core
investment.
Upon receipt of your final distribution instructions,
T. Rowe Price will verify that your TradeLink balance is
zero and will proceed accordingly.
How to Get Information
About Your Account
Clear, Timely Reports
When a trade is executed in your account, you will receive
a separate confirmation for each transaction within each
TradeLink account. Trade confirmations are generally
mailed on the business day following the execution of
your buy or sell order.
You will receive a detailed TradeLink statement for each
brokerage account. Statements are mailed quarterly and
in any month when trading activity occurs.
In addition, your plan’s quarterly statement will reflect
your total TradeLink balance.
Account Access
You can gain access to your account online for balance or
transaction requests by visiting our website:
1. Go to rps.troweprice.com.
2. Enter your username and password.
3. Click on the TradeLink Brokerage Account link
from the homepage.
The automated phone service Tele-Trader provides access
to your TradeLink account information. You can review
your sweep balance, the market value of your TradeLink
account and receive quotes.
You can reach Tele-Trader by following these steps:
1. Call your plan’s toll-free number.
2. Enter your Social Security number and PIN.
3. Press star 9 for the main menu or say ‘Tele-Trader’
at any time.
4. Press 3 (fund information).
5. Press 6 (Tele-Trader).
6. Enter your TradeLink account number and PIN.
Fees
The chart below details fee amounts and how they will be paid.
Fee Type
Amount
Paid
Inactive Account Fee
$25.00
Annual fee deducted from your sweep account in the following year. Waived if two or
more commission-generating trades are placed, or if there is an average monthly
balance of $10,000 or more in T. Rowe Price or other no-transaction-fee funds that are
held in your TradeLink account.
In-Kind Rollover
$35.00
Paid from your sweep account at the time of transfer. In-kind rollovers are not permitted
in every plan. See your plan’s TradeLink Specifics section of this kit for details.
ADMINISTRATIVE FEES
OPEN-END MUTUAL FUND TRADES
No-Transaction-Fee
Funds*
$0.00
No fee deducted for no-transaction-fee, no-load fund purchases, sales, or exchanges
(short-term trading fee applies).
Short-Term Trading
The greater of $50 or
1% of trade amount
(not to exceed $250)
Fee paid at time of sale of any no-load mutual fund if transaction occurs within six
months of purchase (applies to all no-transaction-fee funds, except T. Rowe Price funds).
Transaction-Fee Funds
Buys or Sells**
$35.00
Fee paid at time of trade for purchase or sale of a transaction-fee, no-load fund.
Exchanges Within
Same Fund Family
$35.00
Fee paid at time of trade for exchange (sell and buy) of transaction-fee, no-load fund
within the same mutual fund family.
Load Funds***
Load amount
Fee paid at time of trade for purchase or sale of a load fund. Fee is disclosed in
fund prospectus.
* T. Rowe Price Investment Services, Inc., may receive administrative fees from these no-transaction-fee funds for providing
recordkeeping and shareholder services. These payments are based on a percentage (generally up to 0.40%) of plan assets invested in each of these funds through the TradeLink service. The total administrative expenses paid by a fund are described to shareholders
in prospectus materials. You may request more detailed information concerning which funds pay fees and an estimate of how much
T. Rowe Price Investment Services, Inc., may receive or has received during a particular time period by speaking to a T. Rowe Price
representative at your plan’s toll-free number. If the minimum purchase requirement is not satisfied, certain fees may apply.
** If a mutual fund holding is composed of a no-transaction-fee (NTF) and a transaction-fee position, the NTF portion will be
liquidated first.
***Most load funds charge their stated load only. T. Rowe Price Investment Services, Inc., generally receives part of any load paid.
Additionally, a $35 transaction fee is also charged on certain Fidelity load funds, part of which is retained by T. Rowe Price
Investment Services, Inc. You may request information regarding the amount of load or the amount of the transaction fee paid to
T. Rowe Price Investment Services, Inc., for any given transaction by speaking to a T. Rowe Price representative at your plan’s
toll-free number.
9
Commission Schedule
Stocks and Closed-End Mutual Funds
A commission fee is paid at the time of trade for
purchase or sale, subject to the commission schedule
below:
A minimum commission of $40.00 applies on all
representative-assisted trades, excluding principal
transactions.
Online Equity Trading – Trades executed via the Internet:
• $9.95 commission per trade
Trades executed via a representative:
Principal Value (PV)
Commission Charge (PV x% +$)
$0 - $2,500
1.50% + $30
Orders partially executed across multiple trading
days are subject to a separate commission charge
for each day the order partially executes.
$2,501 - $6,000
0.50% + $57
$6,001 - $22,000
0.30% + $73
$22,001 - $50,000
0.20% + $100
The commission charged for any stock trade will
not exceed 3% of the principal value of the trade,
subject to the applicable minimum.
$50,001 - $500,000
0.10% + $175
$500,001 and over
0.08% + $275
A nominal fee is charged on all sales transactions
of equity securities to offset regulatory costs. This is
not a tax or government fee. Further, this fee is not
retained by T. Rowe Price Investment Services, Inc., or
any affiliates. For more information, please contact a
TradeLink representative.
In addition to the stated commission, a charge
of $75.00 is assessed on any transaction involving
a foreign security not traded on a domestic
exchange.
T. Rowe Price reserves the right to review and change
commissions and fees.
Minimum: $ 0.08/share on first 1,000 shares
$0.04/share thereafter
Maximum: $0.50/share on orders for 100 shares or more
Maximum: $50.00 on orders for 99 shares or fewer
Penny Stocks ($0.99 or less per share)
Principal Value (PV)
Commission Charge (PV x % + $)
$0 - $10,000
4.0% + $35
$10,001 and over
3.0% + $35
Corporate Bonds
Per $1,000 Face Value
1 - 7 Bonds
$35 Flat Charge
8 - 25 Bonds
$5/Bond
26 - 35 Bonds
Additional $4/Bond
Over 35 Bonds
Additional $3/Bond
U.S. Treasuries
Bills
$50 Flat Charge
Notes and Bonds:
Agency transactions ≤ $24,000 $5/Bond
Minimum: $35
Maximum: $100
Principal transactions ≥ $25,000 Commission included in price
GNMAs, CDs, Government Zero Coupons, and CMOs
Principal transactions
10
Commission included in price
Customer Account Agreement
T. ROWE PRICE INVESTMENT SERVICES, INC.
The Customer Account Agreement contains important terms and conditions. Please
read the Customer Account Agreement carefully and retain it for future reference. If
you have any questions concerning the Agreement, please call T. Rowe Price at your
plan’s toll-free number.
The words “I,” “me,” and “my” refer to the person who signed the Account Application
form. The term “Account” includes any and all Plan accounts registered in the same
name. The term “Plan” refers to my employer’s retirement plan that is offering the
Account as an investment option. The term “Plan Sponsor” refers to my employer, the
sponsor of the retirement plan. “Price” refers to T. Rowe Price Investment Services, Inc.
“Pershing” refers to the Pershing LLC, Price’s clearing broker for my account.
PREDISPUTE ARBITRATION CLAUSE. I agree to settle by arbitration any controversy
between myself and Price, its parent or affiliates, and/or any such officers, directors,
employees, agents, or Price’s clearing broker, Pershing, LLC, relating to the Account
Agreements, this account and all accounts with Price, or transactions, or in any way
arising from my brokerage relationship with Price, whether entered into prior to, on,
or subsequent to this date. Such arbitration will be conducted before and according to
the arbitration rules of the Financial Industry Regulatory Authority (FINRA), unless the
choice of another arbitrator forum is required by applicable state law.
This agreement contains a predispute arbitration clause. By signing an arbitration
agreement, the parties agree as follows:
1.All parties to this agreement are giving up the right to sue each other in court,
including the right to a trial by jury, except as provided by the rules of the arbitration
forum in which a claim is filed.
2.Arbitration awards are generally final and binding; a party’s ability to have a court
reverse or modify an arbitration award is very limited.
3.The ability of the parties to obtain documents, witness statements, and other
discovery is generally more limited in arbitration than in court proceedings.
4.The arbitrators do not have to explain the reason(s) for their award. Unless, in an
eligible case, a joint request for an explained decision has been submitted by all
parties to the panel at least 20 days prior to the first scheduled hearing date.
5.The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.
6.The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought
in court.
7.The rules of the arbitration forum in which the claim is filed, and any amendments
thereto, shall be incorporated into this agreement.
8.No person shall bring a putative or certified class action to arbitration, nor seek to
enforce any predispute arbitration agreement against any person who has initiated
in court a putative class action; or who is a member of a putative class action who
has not opted out of the class with respect to any claims encompassed by the
putative class action until: (i) the class certification is denied; (ii) the class is
decertified; or (iii) the customer is excluded from the class by the court. Such
forbearance to enforce an agreement to arbitrate shall not constitute a waiver of
any rights under this agreement except to the extent stated herein.
Price or I may initiate arbitration by serving or mailing a written notice. If I do not designate the arbitration forum in my notice, or respond in writing within five days after
receipt of your notice, I authorize you to designate the arbitration forum on my behalf.
Judgment on any arbitration award may be entered in any court having jurisdiction,
and I submit myself and my personal representative(s) to the jurisdiction of such court.
The following Customer Account Agreement incorporates the Predispute Arbitration
Clause by reference.
I agree as follows with respect to all of my Accounts:
Authority/Plan Restrictions. I am at least 18 years of age, have the required legal
capacity to enter into this Agreement, and have or will provide Price with all necessary
authorizations (from third parties, if necessary) to open an Account and effect transactions in securities under this Agreement. I have accurately completed my Account
Application form and will notify Price or the Plan Sponsor promptly if the information
contained therein changes. I understand that the Plan Sponsor is offering the Account
as an investment option in the Plan and that I am subject to certain restrictions and
limitations contained in the Plan, including restrictions on the types of securities
eligible for investment in the Account and limits on the amount of my Plan balance
contributions that may be invested in the Account.
Appointment of Price as Agent. I appoint Price as my agent for the purpose of carrying
out my directions with respect to the purchase or sale of securities. To carry out its
duties, Price is authorized to open or close brokerage accounts, place and withdraw
orders, provide information to third parties, and take such other steps as are reasonably
necessary to carry out my directions.
Clearing Broker. My Account is carried by Pershing, pursuant to a clearing agreement
with Price. For a description of the functions performed for my Account by Price and
Pershing, I may reference the “Additional Clearing Broker Information” section of this
agreement.
No Advice. Price does not provide tax, legal, or investment advice or offer any opinion
with respect to the suitability or profitability of any security or order. All transactions
will be executed only on my order or the order of my authorized delegate except as
described in the Failure to Settle and Security Interest sections.
Understanding Terms of Securities/Proxy Voting. Certain securities or transactions
may offer rights that expire unless I take some action. For example, warrants and stock
purchase rights typically may be exercised only on or before a specified expiration date.
Some convertible redeemable securities will be redeemed automatically unless conversion rights are exercised before a specified date. Some bonds may be redeemed, at the
holder’s option, only during specified periods. Also, some securities may become the
subject of tender or exchange offers, which are limited in time.
I understand that I am responsible for knowing the rights and terms of my securities in
my Account, for voting proxies related to my securities (as permitted in the Plan), and
for taking action to realize any value on my securities.
Money Market Sweep Fund Settlement Authorization. On settlement date, Price
may debit my money market sweep fund (“Sweep Fund”) as designated by my Plan
Sponsor for payment of securities purchased by me and may credit my sweep fund
with proceeds from sales of securities. I agree, if requested by Price, to have sufficient
funds available in my sweep fund on trade date for payment for all securities purchased
for my Account, and that Price may refuse to execute an order, may cancel an order, or
may automatically move funds from core investments, if such funds are not available.
Commissions and Charges. I agree to the charges indicated on the fee chart and
commission schedule that I received. If authorized by me via a trade order, Price may
charge my Account for any fees or charges that I incur, if applicable. Price may change
the fee/commission schedule from time to time. I understand and agree that Price
may share with, remit to, or otherwise pay Pershing for its services from the commissions
and/or fees charged by Price under this Agreement. I also understand that Price may
receive remuneration from Pershing for over-the-counter transactions.
Deposit of Equity. Price reserves the right to require full payment prior to the
acceptance of any order.
Failure to Settle. Upon the purchase or sale of any security, if Price is unable to settle
the transaction by reason of my failure to make payment, I authorize Price to take
steps necessary to complete or cancel the transaction to minimize its loss, and I agree
to reimburse Price for any and all costs, losses, or liabilities incurred by Price, including
attorney’s fees.
I recognize that Price may become liable to the clearing agent in connection with any
Account by reason of various occurrences, including, but not limited to, my failure to
make payment to settle transactions in my Account. Should Price become indebted
to Pershing in connection with my Account, I become indebted to the clearing agent
or to Price directly in the operation of my Account and I agree that I will repay such
indebtedness upon demand. I agree that, if I fail to pay the indebtedness after demand,
Price may close my Account and/or liquidate any assets in my Account or Accounts
otherwise held by Price or any of its affiliates, including Price mutual funds, in an amount
sufficient to pay my indebtedness. I agree to be responsible for the reasonable costs
and expenses of the collection of any such indebtedness, including, but not limited to,
attorney’s fees. I understand that Price also reserves the right to provide information
concerning my Account indebtedness to others, including credit reporting agencies.
11
Cash Accounts. Cash accounts may be subject, at Pershing’s discretion, to interest
on any debit balances resulting from failure to make payment in full for securities
purchased, from failure to timely deliver securities sold, from proceeds of sales paid
prior to settlement date, or for other charges that may be made to the account.
Provision of Market Data. I understand that Price may convey to me through telephone,
electronic, or other means, last sale transaction data, bid and asked quotations, and
other information relating to securities and the securities markets (collectively referred
to as “market data”). Price may charge a fee for providing this market data.
I understand that Price obtains market data from securities exchanges and markets
from parties that transmit market data (collectively referred to as “market data
providers”). Price receives such market data from industry sources that are believed
to be reliable. However, the accuracy, completeness, timeliness, or correct sequencing
of the market data cannot be guaranteed either by Price or the market data providers.
I understand that neither Price nor the market data providers will be liable for interruptions in the availability of market data or my access to market data. The market data is
provided “as is” and on an “as-available” basis. There is no warranty of any kind, express
or implied, regarding the market data.
Order Entry Services. From time to time, Price may make available services (referred to
in this section as “the services”) that allow me to use telephone, electronic, or other
means to place orders and obtain market data and other information. The services
may require me to use a number or password to access my Account. I acknowledge
that I am responsible for the confidentiality and use of my access number, password,
and Account number, and for all securities and other transactions initiated through
these means. I agree not to allow any other person or entity to use my Account for
any purpose, including order entry, inquiry, or for quotes. Any orders communicated to
Price through these means will be considered to have been sent by me. I agree to notify
Price immediately if I: (1) fail to receive a message that an order has been received or
executed; (2) fail to receive accurate written confirmation of an order or its execution;
(3) receive confirmation of an order I did not place; or (4) become aware of any loss,
theft, or unauthorized use of my access number, password, or Account number, or any
unauthorized use of the services or the market data.
Price will not be liable for lost profits, trading losses, or other damages resulting from
the delay or loss of use of the services from defective or unavailable market data. In any
case, Price’s liability arising from legal claim (whether in contract or otherwise) relating
to the services or market data will not exceed the amount I paid for use of the services
or market data.
Presumption of Receipt of Communications. Communications will be sent to my
address provided on the Account Application form unless it is different from my
address on record with the plan. If my plan address on record needs to be changed, I
will follow the guidelines for changing address of record set forth by my Plan Sponsor.
All communications, whether sent by mail, telegraph, messenger, or otherwise,
shall be considered delivered to me personally, whether actually received or not.
Custody of Securities. All of the securities in my Account shall be held by Pershing in
street name.
Restricted Securities. I will not buy or sell any securities of a corporation, or any of
its affiliates under common control (subsidiaries, joint ventures, etc.) of which I am
an affiliate, or sell any restricted securities except in compliance with applicable
laws and regulations.
Obligation to Pershing and Price. I understand that Pershing or Price will look to the
assets of my Account to cover any financial obligation that I may have to Pershing or
Price, respectively, with regard to the Account.
Extraordinary Events. Price shall not be liable for loss or delay caused directly or indirectly by war, natural disasters, government restrictions, exchange or market rulings
or conditions, interruptions of communications or data processing services, or other
conditions beyond Price’s control.
Callable Securities. Securities that are held for my account and that are in “street
name,” or are being held by a securities depository, are commingled with the same
securities being held for other customers of financial institutions and for Pershing’s
own customers. My ownership of these securities is reflected in Price’s records.
The terms of many bonds allow the issuer to partially redeem or “call” the issue prior
to maturity date. Certain preferred stocks are also subject to being called by the issuer.
Whenever any such security being held by Price is partially “called,” Price or Pershing will determine, through a random selection procedure as prescribed by New York
Stock Exchange Rules, the ownership of the securities to be submitted for redemption
without regard to unsettled sales. In the event that such securities owned by me are
selected and redeemed, my account will be credited with the proceeds.
12
Lost Securities. If my periodic customer statement indicates that securities were
forwarded to me and I have not received them, I should notify Price or Pershing
immediately. If notification is received within 120 days after the mailing date, as
reflected on my periodic statement, replacement will be made free of charge.
Thereafter, a fee for replacement may apply.
Account Insurance. Securities Investor Protection Corporation (SIPC) provides $500,000 of
coverage, including $250,000 for claims for cash. The remaining coverage, on securities
only, is provided by Pershing through Lloyd’s of London to an overall aggregate level of
$1 billion for assets in custody at Pershing and its London affiliate, Pershing Securities
Limited, including $1.9 million in cash. The account protection applies when an SIPC
member firm fails financially and is unable to meet obligations to securities customers,
but it does not protect against losses from the rise and fall in the market value of investments. Information regarding SIPC, including a SIPC brochure, may be obtained by
contacting SIPC via its website at www.sipc.org or by telephone at 202-371-8300.
Customer Asset Protection. Assets held by me at Pershing are protected in accordance
with the Customer Protection Rule promulgated by the Securities and Exchange Commission. Unless otherwise agreed in a separate written document, securities fully paid
for by me are not loaned to others.
No-Transaction-Fee Mutual Funds. I understand that Price is able to offer certain
mutual funds without transaction fees because the fund companies or their
distributors compensate Pershing and Price for providing certain shareholder services
to its customers, such as transaction and dividend processing, delivery of account
statements and confirmations, and responding to shareholder inquiries. The compensation received by Pershing and Price is based upon a percentage of the total assets
invested by its customers in the funds, and may range up to 0.35% of such assets
on an annual basis. Fund companies may compensate Pershing and Price for the
aforementioned shareholder services through an administrative fee, 12b-1 fee, or other
shareholder service fee. I understand that I may request more detailed information
concerning which funds pay fees and an estimate of how much Price may receive or
has received during a particular time period by speaking to a plan representative at my
Plan’s toll-free number.
Prospectuses for the mutual funds are available upon request. Also, a prospectus will be
provided upon execution of an initial purchase order. I understand that it is my responsibility to read and understand the terms and conditions in the prospectus, including
fees and charges which may apply, before placing mutual fund orders with Price.
Modification of This Agreement. All transactions for the Account shall be subject to the
constitution, rules, regulations, customs, and usages of the exchange or market (and its
clearing house, if any) where the transactions are executed and to all applicable government acts and statutes (such as the Securities Exchange Act of 1934) and the rules
and regulations promulgated under those governmental acts and statutes.
No provision of this Agreement can be amended or waived except in writing, signed by
an officer of Price. If any provision of this agreement becomes inconsistent with any
present or future law or regulation of any entity having regulatory jurisdiction over it,
that provision will be deemed superseded or amended to conform with such law or
regulation, but the remainder of this Agreement will remain in full force and effect. I
understand that Price is bound by any restrictions Pershing may impose and reserves
the right to reject any transaction prior to my receipt of the confirmation statement.
Separability. If any provisions or conditions of this Agreement shall be held to be invalid
or unenforceable, all other provisions and conditions will remain in full force.
Governing Law. This Agreement and its enforcement shall be governed by the laws
of the State of New York, without giving effect to its conflicts of laws provisions, and
shall both bind and inure to the benefit of Price, its successors, and assigns, whether
by merger, consolidation, or otherwise. This Agreement shall also be binding upon my
heirs, executives, administrators, successors, and assigns.
Amendments and Termination. At its discretion, Price may amend this Agreement
or terminate my brokerage services at any time, effective upon notice to me at my
address of record with Price. Termination may include specific Account services as well
as the Account itself. Termination of my Account will result in the cancellation of all
open orders and other features and/or privileges associated with the Account. Such
features and privileges include those associated with my money market sweep fund. I
understand, however, that I will continue to be responsible for any obligation incurred
by me prior to termination. In addition to other amendments, if any provision hereof
is, or at any time should become, inconsistent with any present or future law, rule, or
regulation of any securities exchange, or of any sovereign government or a regulatory
body thereof, and if any of these bodies have jurisdiction over the subject matter of this
Agreement, said provision shall be deemed to be superseded or modified to conform to
such law, rule, or regulation, but in all other respects this Agreement shall continue and
remain in full force and effect.
Alternate Periodic Reporting. I will not receive an immediate confirmation for systematic purchase and redemption transactions of mutual funds, or unit investment trusts;
dividend reinvestment transactions; transactions into and out of my money market
sweep account. These transactions will appear on my account statement.
Pershing will process orders for the purchase, sale, or transfer of securities for my
account as Price directs. Pershing is not obligated to accept orders for securities
transactions for my account directly from me and will do so only in exceptional
circumstances.
Payment for Order Flow Practices. The following statement is provided to you as required
by Rule 607 of the Securities Exchange Act of 1934. Pershing sends certain equity orders to
exchanges, Electronic Communication Networks, or broker-dealers during normal business
hours and during extended trading sessions. Certain of these venues provide payments to
Pershing or charge access fees to Pershing depending upon the characteristics of the order
and any subsequent execution. In addition, Pershing may execute certain equity orders as
principal. The details of these payments and fees are available upon written request. Pershing receives payments for directing listed options order flow to certain option exchanges.
Compensation is generally in the form of a per option contract cash payment.
Pershing will receive and deliver cash and securities for my account and will record such
receipts and deliveries according to information provided by Price.
Best Execution. Notwithstanding the previous paragraph regarding payment for order
flow, Pershing selects certain market centers to provide execution of over-the-counter
and exchange-listed securities transactions, which agree to accept orders transmitted
electronically up to a specified size, and to execute them at or better than the national
best bid or offer (NBBO). On certain larger orders, or if the designated market centers
do not make a market in the subject security, Pershing directly contacts market centers
to obtain an execution. The designated market centers to which orders are automatically routed are selected based on the consistent high quality of their executions in one
or more market segments and their ability to provide opportunities for executions at
prices superior to the NBBO.
If an order for an exchange-listed security is not immediately executable in the marketplace to which it is routed, such order may be represented in the national marketplace
using the various means available for price discovery. Pershing also regularly reviews
reports for quality of execution purposes.
Predispute Arbitration Clause. Refer to introduction.
Additional Clearing Broker
Information
Disclosure required by FINRA Rule 4311. Price has retained Pershing to provide certain
recordkeeping or operation services. These services—such as the execution and settlement
of securities transactions and custody of securities and cash balances—are provided under
a written Clearing Agreement between Pershing and Price. As a member of FINRA, Pershing
is required to disclose to me the details of Pershing’s Clearing Agreement with Price, which
are summarized below.
Responsibilities of Price. Price has general responsibility for servicing and supervising
my securities account through its own personnel in accordance with its own policies
and applicable laws and regulations.
Price is responsible for approving the opening of my account and obtaining necessary
account documentation.
Price is responsible for knowing me and my stated investment objectives in the event
Price determines to provide investment recommendations to me. Unless otherwise
agreed to in writing by Price, Price does not make recommendations in connection with
my Account, and all orders are unsolicited.
Price is responsible for the acceptance and, in certain instances, execution of
securities orders.
Price is responsible for knowing the facts about any orders for the purchase or sale of
securities for my account.
If Price is a market maker in any securities or otherwise trades as principal with me, it is
responsible for compliance with fair pricing and disclosure responsibilities to me.
If Price obtains possession of any cash or securities intended for my account, it is
responsible for correctly identifying and promptly forwarding the same to Pershing.
Price is responsible for supervising the activities of the individual (if any) who services
my account, for resolving any complaints regarding the handling of my account, and, in
general, for the ongoing relationship that it has with me.
In all of the above matters relating to the servicing of my account, Pershing has no
involvement and assumes no responsibility.
Responsibilities of Pershing. In general, Pershing is only responsible for those services
provided at the request or direction of Price as contemplated by the Clearing Agreement.
Pershing will create computer-based account records on my behalf in such name(s)
and with such address(es) as Price directs.
Pershing will hold in custody securities and cash received for my account, and will
collect and disburse dividends and interest and process reorganization and voting
instructions with respect to securities held in custody. Pershing is responsible for the
custody of my cash and securities only after it comes into Pershing’s physical possession or control.
Pershing will prepare and transmit to me or provide facilities to Price for the preparation and transmission of confirmations of trades. Pershing will prepare and transmit
periodic account statements summarizing transactions processed for my account to
me. In connection with all of the functions that Pershing performs, Pershing maintains
the books and records required by law and by business practice.
Pershing will provide Price with written reports of all transactions processed for my
account to enable it to carry out its responsibilities under the Clearing Agreement.
Pershing will assist me and Price with any discrepancies or errors that may occur in the
processing of transactions for my account.
PERSHING DOES NOT CONTROL, AUDIT, OR OTHERWISE SUPERVISE THE ACTIVITIES
OF PRICE OR ITS EMPLOYEES. PERSHING DOES NOT VERIFY INFORMATION PROVIDED
BY PRICE REGARDING MY ACCOUNT OR TRANSACTIONS PROCESSED FOR MY
ACCOUNT OR UNDERTAKE RESPONSIBILITY FOR REVIEWING THE APPROPRIATENESS
OF TRANSACTIONS ENTERED BY PRICE ON MY BEHALF.
The Clearing Agreement does not encompass transactions in commodities futures
contracts or investments other than marketable securities that Pershing normally
processes on recognized exchanges and over-the-counter markets.
In furnishing its services under the Clearing Agreement, Pershing may use and rely
upon the services of clearing agencies, automatic data processing vendors, proxy processing, transfer agents, securities pricing services, and other similar organizations.
This discussion addresses the basic allocation of functions regarding the handling of
my account. It is not meant as a definite enumeration of every possible circumstance,
but only as a general disclosure.
T. Rowe Price Privacy Policy*
T. Rowe Price recognizes the importance of protecting your personal and financial
information when you visit our Web site. In the course of doing business with T. Rowe
Price, you share personal and financial information with us. We treat this information
as confidential and recognize the importance of protecting access to it.
You may provide information when communicating or transacting with us in writing,
electronically, or by phone. For instance, information may come from applications,
requests for forms or literature, and your transactions and account positions with us.
On occasion, such information may come from consumer reporting agencies and those
providing services to us.
We do not sell information about current or former customers to any third parties, and
we do not disclose it to third parties unless necessary to process a transaction, service
an account, or as otherwise permitted by law. We may share information within the
T. Rowe Price family of companies in the course of providing or offering products and
services to best meet your investing needs. We may also share that information with
companies that perform administrative or marketing services for T. Rowe Price, with
a research firm we have hired, or with a business partner, such as a bank or insurance
company, with whom we are developing or offering investment products. When we
enter into such a relationship, our contracts restrict the companies’ use of our customer
information, prohibiting them from sharing or using it for any purposes other than
those for which they were hired.
We maintain physical, electronic, and procedural safeguards to protect your personal
information. Within T. Rowe Price, access to such information is limited to those who
need it to perform their jobs, such as servicing your accounts, resolving problems, or
informing you of new products or services. Our Code of Ethics, which applies to all
employees, restricts the use of customer information and requires that it be held in
strict confidence.
* The Privacy Policy applies to the following T. Rowe Price family of companies: T. Rowe
Price Associates, Inc.; T. Rowe Price Advisory Services, Inc.; T. Rowe Price Investment
Services, Inc.; T. Rowe Price Savings Bank; T. Rowe Price Trust Company; and the
T. Rowe Price Funds.
13
Account Application
Agreements
• I acknowledge, upon opening a brokerage account, that I agree to all terms
outlined in the Account Agreement, which is incorporated by reference herein.
I understand that a money market sweep fund has been designated by the
plan for my account. I have the legal authority and capacity to purchase
mutual fund shares of the sweep fund chosen by my plan sponsor. I have read
and agree to the terms of the fund’s prospectus. I am of legal age in the state
where the account is registered.
• I authorize T. Rowe Price Investment Services, Inc. (“Price”), the T. Rowe Price
funds, and their affiliates and agents to act on any instructions believed to be
genuine for any service authorized on this form. T. Rowe Price uses reasonable
procedures (including shareholder identity verification) to confirm that
instructions given by telephone/computer are genuine. If these procedures are
not followed, it is the opinion of certain regulatory agencies that the funds
may be liable for any loss that may result from acting on instructions given.
• Unless you indicate on the Account Application, we are required by the
Securities and Exchange Commission to provide your name, address, and
securities position at the request of companies whose securities you hold.
• While you are a plan participant, we will automatically hold all securities
purchased, transferred, or deposited in your account in street name.
Dividend Reinvestment
Program
Keep this information for your records. This text is repeated on the back of the
Participant Authorization form that you will sign and return.
Dividends
All dividends and capital gain distributions from your eligible securities and
closed-end mutual funds will be directed to the sweep fund unless you call your
plan’s toll-free number to make a dividend election. Only certain listed stocks and
closed-end funds are available for dividend reinvestment. Any dividend or capital
gain distribution not eligible for reinvestment will be invested in the sweep fund.
All dividend and capital gain distributions from open-end mutual funds will be
automatically invested in the sweep fund unless you instruct T. Rowe Price otherwise at the time of initial purchase.
Summary
The T. Rowe Price Dividend Reinvestment Program is made available to your
account through Pershing LLC, a subsidiary of The Bank of New York Mellon Corporation (“Pershing”). Pershing is carrying your account as a clearing broker by arrangement with T. Rowe Price Investment Services, Inc. If you elect to participate,
T. Rowe Price will automatically reinvest your cash dividends (and certain other
cash distributions paid on eligible securities in your account) in additional shares
of the same securities. You may request automatic dividend reinvestment of all
eligible securities in your account. Pershing will act on your behalf on instruction from your T. Rowe Price registered representative. This service is provided to
customers free of charge.
1. Provision of Dividend Reinvestment Services
You may choose the Dividend Reinvestment Program for all eligible securities
in your account. This standing instruction will apply to all present and future
eligible securities. To add or remove the service with respect to securities in your
account, you must notify a registered representative at least five business days
prior to the day on which dividends or other eligible cash distributions are payable for any securities in your account. Dividends are reinvested on all securities
that you own on the record date for determining shareholders eligible to receive
dividends, as long as you still own any whole shares of such securities on the
dividend payable date. Dividend reinvestment does not assure profits on your
investments and does not protect against loss in declining markets.
2. Eligible Securities
Most securities listed on the New York Stock Exchange or the American Stock
Exchange, or traded on the National Association of Securities Dealers Automated
Quotation System (Nasdaq), are eligible for the Dividend Reinvestment Program.
American Depositary Receipts (ADR) and preferred issues are not eligible.
14
3. Eligible Cash Distribution for Reinvestment
Most cash distributions on eligible securities (“eligible cash distributions”) selected
for participation in our Dividend Reinvestment Program may be reinvested, including ordinary dividends and capital gain distributions. Cash in lieu of payments
and certain special dividend payments, however, cannot be automatically
reinvested. You may not combine eligible cash distributions with any funds you
deposit into your account to make automatic reinvestment purchases.
4. Dividend Reinvestment Transactions in Eligible Securities
If the record date for the dividend is at least five business days prior to the dividend
pay date, on the payable date, your account will be credited the amount of the
cash distribution. This amount will then be debited from your account, and the
appropriate number of full and fractional shares will be credited to your account.
However, if the record date for the dividend is less than four business days prior to
the dividend pay date, Pershing will attempt to purchase the reinvestment shares
on the first trading day after the record date. On the settlement date, your account
will be credited the amount of the cash distribution, debited the amount equal to
the cost of the whole and fractional shares purchased, and subsequently allocated
the appropriate number of reinvested shares. If shares cannot be purchased after
three attempts, you will receive a cash distribution. You will not receive a confirmation for these transactions. You will be able to review all of the information about
each transaction that would normally appear on your confirmation, along with
your current reinvestment instructions, on your brokerage statement. You may
also contact us on the payable date (or any date thereafter) for current information
regarding the transactions.
The shares are purchased through open market purchases prior to payable date.
Pershing will calculate the number of shares to be purchased for the selected
security by determining the cash distribution to be received by each individual
requesting reinvestment. Pershing will then combine your cash dividend with
other individuals requesting reinvestment in the same underlying security and
purchase the amount of whole and fractional shares required to satisfy each individual. If the transaction cannot be completed in one trade, you will receive the
average weighted price paid by Pershing. When you sell your entire position, you
will receive the same prices on your fractional portion as you did for your wholeshare portion. For transfers, only the whole-share portion will be moved, and you
will receive the previous business day’s closing price for the fraction. Pershing
may, without prior notification, choose to make a security eligible or ineligible.
5. Partial Shares
Automatic reinvestment of your eligible cash distributions may give you an interest in partial shares, which Pershing will calculate to four decimal places (only
three decimal places will show on your statement). You will be entitled to receive
dividend payments proportionate to your partial share holdings. If an account is
transferred or if a stock undergoes a reorganization, partial share positions, which
cannot be transferred or reorganized, will be liquidated at prevailing market
prices. No commission will be charged for these transactions. Timing is subject to
Pershing’s discretion. You may also be entitled to receive proxy voting materials
and voting rights proportionate to your partial shares. In mandatory corporate
reorganizations, your partial shares will be handled according to the terms of the
particular reorganization. In voluntary reorganizations, your instructions will only
be applied to your whole shares. In the event of a rights offering to holders of an
eligible security, Pershing will cause the rights accruing to all partial shares of
that security to be sold.
6. Confirmation and Statements
All transactions made through the dividend reinvestment services will be
confirmed on your account statement. Pershing acts as agent in all dividend
reinvestment transactions. You may obtain information by calling the T. Rowe
Price Participant Service Center at your plan’s toll-free number and speaking with
a registered representative.
Pershing Privacy Policy
REV. December 23, 2010 - NAF
FACTS
WHAT DOES Pershing LLC DO
WITH YOUR PERSONAL INFORMATION?
Why?
Financial companies choose how they share your personal information. Federal law gives consumers the
right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and
protect your personal information. Please read this notice carefully to understand what we do.
What?
The types of personal information we collect and share depend on the product or service you have with
us. This information can include:
• Social Security number
• Account balances and account transactions
• Assets and transaction history
When you are no longer our customer, we continue to share your information as described in this notice.
How?
All financial companies need to share customers’ personal information to run their everyday business. In
the section below, we list the reasons financial companies can share their customers’ personal
information; the reasons Pershing LLC chooses to share; and whether you can limit this sharing.
Reasons we can share your personal information
Does Pershing LLC share?
Can you limit this sharing?
For our everyday business purposes—
such as to process your transactions, maintain your
account(s), respond to court orders and legal
investigations, or report to credit bureaus
Yes
No
For our marketing purposes—
to offer our products and services to you
No
No
For joint marketing with other financial companies
No
No
For our affiliates’ everyday business purposes—
information about your transactions and experiences
Yes
No
For our affiliates’ everyday business purposes—
information about your creditworthiness
No
No
For our affiliates to market to you
No
No
For nonaffiliates to market to you
No
No
Questions?
Call (201) 413-2000
15
Page 2
Who we are
Who is providing this notice?
Pershing LLC, a subsidiary of The Bank of New York Mellon
Corporation
What we do
How does Pershing LLC protect my personal information? To protect your personal information from unauthorized
access and use, we use security measures that comply with
federal law. These measures include computer safeguards
and secured files and buildings.
How does Pershing LLC collect my personal information?
We collect your personal information, for example, when you
• Open an account
• Provide account information
• Make deposits or withdrawals from your account
• Use your credit or debit card
• Make a wire transfer
We also collect your personal information from third parties,
such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?
Federal law gives you the right to limit only
• Sharing for affiliates’ everyday business purposes—
information about your creditworthiness
• Affiliates from using your information to market to
you
• Sharing for nonaffiliates to market to you
State laws and individual companies may give you additional
rights to limit sharing.
Definitions
Affiliates
Companies related by common ownership or control. They
can be financial and nonfinancial companies.
Nonaffiliates
Companies not related by common ownership or control.
They can be financial and nonfinancial companies.
• Pershing LLC does not share information with
nonaffiliates so they can market to you.
Joint marketing
A formal agreement between nonaffiliated financial
companies that together market financial products or
services to you.
• Pershing LLC does not jointly market.
Other important information
This notice applies to individual consumers who are customers or former customers. This notice replaces all previous
notices of our consumer privacy policy, and may be amended at any time. We will keep you informed of changes or
amendments as required by law.
16
Take Advantage of TradeLink
TradeLink Checklist
Review all application materials.
Review the enclosed sweep fund prospectus.
Complete the enclosed forms:
Participant Authorization(s)
Account Application
Mail the forms in the enclosed envelope.
Note Page
Note Page
05053-52
119090
MPA38-TDLNKP 6/12