TA-1/A : Filer Information

Form Version X0405

Submission Contact Information

The registrant may provide a single e-mail address for contact purposes.

1(f)(i). Contact Name:
1(f)(ii). Contact Phone Number:
1(f)(iii). Contact E-Mail Address:

Notification Information

The registrant may provide additional e-mail addresses for those persons the filer would like to receive notification e-mails regarding the filing.

1(g). Notification E-mail Address:

TA-1/A : Registrant Information

3(c). Address of principal office where transfer agent activities are, or will be, performed:

7. Has registrant been engaged, or will it be engaged as a service company by a named transfer agent to perform transfer agent functions? radio button unchecked  Yes  radio button checked  No

TA-1/A : Independent, Non-Issuer Registrant Information

Completion of Question 8 on this form is required by all independent, non-issuer registrants whose appropriate regulatory authority is the Securities and Exchange Commission. Those registrants who are not required to complete Question 8 should select "Not Applicable".

9. Does any person or entity not named in the answer to Question 8:

9(a). directly or indirectly, through agreement or otherwise exercise or have the power to exercise control over the management or policies of applicant, or;…. radio button unchecked  Yes  radio button checked  No
9(b). wholly or partially finance the business of the applicant, directly or indirectly, in any manner other than by a public offering of securities made pursuant to the Securities Act of 1933 or by credit extended in the ordinary course of business by suppliers, banks and others?….. radio button unchecked  Yes  radio button checked  No

TA-1/A : 10. Applicant and Control Affiliate Disciplinary History

The following definitions apply for purposes of answering this Question 10

Control Affiliate- An individual or firm that directly or indirectly controls, is under common control with, or is controlled by applicant. Included are any employees identified in 8(a), 8(b), 8(c) of this form as exercising control. Excluded are any employees who perform solely clerical, administrative support of similar functions, or who, regardless of title, perform no executive duties or have no senior policy making authority.
Investment or investment related- Pertaining to securities, commodities, banking, insurance, or real estate (including, but not limited to, acting as or being associated with a broker dealer, investment company, investment adviser, futures sponsor, bank, or savings and loan association).
Involved- Doing an act of aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably to supervise another in doing an act.

10(a). In the past ten years has the applicant or a control affiliate been convicted of or plead guilty or nolo contendere ("no contest") to:

10(a)(1). a felony or misdemeanor involving: investments or an investment-related business, fraud, false statements or omissions, wrongful taking of property, or bribery, forgery, counterfeiting, or extortion? radio button unchecked  Yes  radio button checked  No
10(a)(2). any other felony? radio button unchecked  Yes  radio button checked  No
10(b). Has any court in the past ten years:
10(b)(1). enjoined the applicant or a control affiliate in connection with any investment-related activity? radio button unchecked  Yes  radio button checked  No
10(b)(2). found that the applicant or control affiliate was involved in a violation of investment-related statutes or regulations? radio button unchecked  Yes  radio button checked  No
10 (c). Has the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission ever:
10(c)(1). found the applicant or control affiliate to have made a false statement or omission? radio button unchecked  Yes  radio button checked  No
10(c)(2). found the applicant or control affiliate to have been involved in a violation of its regulation or statutes? radio button checked  Yes  radio button unchecked  No

Entity information Related to item 10(c)(2) Record: 1

10(c)(2)(i). The individuals named in the Action
T. Rowe Price Associates, Inc.
10(c)(2)(ii). Title of Action
Order Instituting Proceedings and Findings and Order Imposing Remedial Sanction
10(c)(2)(iii). Date of Action
01/16/1979
10(c)(2)(iv). The Court or body taking the Action and its location
Securities and Exchange Commission
10(c)(2)(v). Description of the Action
On January 16, 1979, pursuant to an offer of settlement by T. Rowe Price, the SEC issued an order censuring T. Rowe Price for alleged violations of Section 206 of the Investment Advisors Act of 1940. T. Rowe Price agreed to accept the censure without admitting or denying any of the allegations in order to settle an administrative proceeding instituted by the SEC. The primary issue involved was the manner in which the Managed Portfolio Program was described to clients, particularly with respect to the use of a model portfolio and the use of computer-based implementation of the service.
10(c)(2)(vi). The disposition of the proceeding
T. Rowe Price agreed to accept the censure without admitting or denying any of the allegations in order to settle an administrative proceeding instituted by the SEC.
10(c)(3). found the applicant or control affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked or restricted? radio button unchecked  Yes  radio button checked  No
10(c)(4). entered an order denying, suspending or revoking the applicant’s or control affiliate’s registration or otherwise disciplined it by restricting its activities? radio button unchecked  Yes  radio button checked  No
10(d). Has any other Federal regulatory agency or any state regulatory agency :
10(d)(1). ever found the applicant or control affiliate to have made a false statement or omission or to have been dishonest, unfair, or unethical? radio button unchecked  Yes  radio button checked  No
10(d)(2). ever found the applicant or control affiliate to have been involved in a violation of investment-related regulations or statutes? radio button checked  Yes  radio button unchecked  No

Entity information Related to item 10(d)(2) Record: 1

10(d)(2)(i). The individuals named in the Action
T. Rowe Price Associates, Inc.
10(d)(2)(ii). Title of Action
Order Instituting Proceedings and Findings and Order Imposing Remedial Sanction
10(d)(2)(iii). Date of Action
01/16/1979
10(d)(2)(iv). The Court or body taking the Action and its location
Securities and Exchange Commission
10(d)(2)(v). Description of the Action
On January 16, 1979, pursuant to an offer of settlement by T. Rowe Price, the SEC issued an order censuring T. Rowe Price for alleged violations of Section 206 of the Investment Advisors Act of 1940. T. Rowe Price agreed to accept the censure without admitting or denying any of the allegations in order to settle an administrative proceeding instituted by the SEC. The primary issue involved was the manner in which the Managed Portfolio Program was described to clients, particularly with respect to the use of a model portfolio and the use of computer-based implementation of the service.
10(d)(2)(vi). The disposition of the proceeding
T. Rowe Price agreed to accept the censure without admitting or denying any of the allegations in order to settle an administrative proceeding instituted by the SEC.
10(d)(3). ever found the applicant or control affiliate to have been a cause of an investment-related business having its authorization to do business Denied, suspended, revoked or restricted? radio button unchecked  Yes  radio button checked  No
10(d)(4). in the past ten years entered an order against the applicant or control affiliate in connection with investment-related activity? radio button unchecked  Yes  radio button checked  No
10(d)(5). ever denied, suspended, or revoked applicant’s or control affiliate’s registration or license, or prevented it from associating with an investment-related business, or otherwise disciplined it by restricting its activities? radio button unchecked  Yes  radio button checked  No
10(d)(6). ever revoked or suspended the applicant’s or a control affiliate’s license as an attorney or accountant? radio button unchecked  Yes  radio button checked  No

10(e). Has any self-regulatory organization or commodities exchange ever:
10(e)(1). found the applicant or a control affiliate to have made a false statement or omission? radio button unchecked  Yes  radio button checked  No
10(e)(2). found the applicant or a control affiliate to have been involved in a violation of its rules? radio button checked  Yes  radio button unchecked  No

Entity information Related to item 10(e)(2) Record: 1

10(e)(2)(i). The individuals named in the Action
T. Rowe Price Investment Services, Inc.
10(e)(2)(ii). Title of Action
Financial Industry Regulatory Authority Letter of Acceptance, Waiver and Consent
10(e)(2)(iii). Date of Action
12/11/2012
10(e)(2)(iv). The Court or body taking the Action and its location
Financial Industry Regulatory Authority
10(e)(2)(v). Description of the Action
In August 2011, T. Rowe Price Investment Services, Inc. (TRPIS) received an inquiry from FINRA related to mutual funds sold through our Brokerage division requesting details of any instance when a prospectus was required to be sent, but was not sent within three business days from the purchase date, as required by the SEC. TRPIS utilized a third party vendor to deliver prospectuses to Brokerage clients. For the review period there were instances where a prospectus was not sent within the required three business days. TRPIS provided FINRA with copies of our procedures for oversight of the prospectus delivery process, which were enhanced in light of this matter. On June 25, 2012, TRPIS was advised by FINRA staff that it made a preliminary determination to recommend that a disciplinary action be brought against TRPIS based upon the incidents when prospectuses were not timely delivered and failure to maintain procedures to adequately supervise such process. On December 31, 2012, TRPIS resolved the case through a Letter of Acceptance, Waiver and Consent letter, which acts as a final settlement, and agreed to a censure and sanction of $40,000.
10(e)(2)(vi). The disposition of the proceeding
TRPIS resolved the case through a Letter of Acceptance, Waiver and Consent letter, which acts as a final settlement, and agreed to a censure and sanction of $40,000.
10(e)(3). found the applicant or a control affiliate to have been the cause of an investment-related business losing its authorization to do business? radio button unchecked  Yes  radio button checked  No
10(e)(4). disciplined the applicant or a control affiliate by expelling or suspending it from membership, by barring or suspending its association with other members, or by otherwise restricting its activities? radio button unchecked  Yes  radio button checked  No
10(f). Has any foreign government, court, regulatory agency or exchange ever entered an order against the applicant or a control affiliate related to investments or fraud? radio button unchecked  Yes  radio button checked  No
10(g). Is the applicant or a control affiliate now the subject of a proceeding that could result in a yes answer for questions 10(a) – 10(f) ? radio button unchecked  Yes  radio button checked  No
10(h). Has a bonding company denied, paid out on, or revoked a bond for the applicant or a control affiliate? radio button unchecked  Yes  radio button checked  No
10(i). Does the applicant or a control affiliate have any unsatisfied judgments or liens against it? radio button unchecked  Yes  radio button checked  No

TA-1/A : Signature

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)

SIGNATURE: The registrant submitting this form, and as required, the SEC supplement and Schedules A-D, And the executing official hereby represent that all the information contained herein is true, correct and complete.