T. Rowe Price Japan, Inc. (Price Japan) is an investment adviser registered under the Investment Advisers Act of 1940 (Advisers Act) and a wholly owned subsidiary of T. Rowe Price International Ltd (Price International Ltd) which is a wholly owned subsidiary of T. Rowe Price Associates, Inc. (Price Associates) which itself is a wholly owned subsidiary of T. Rowe Price Group, Inc. (Price Group). Price Japan is a Japan private company authorised by the Japan Financial Services Agency (FSA) to provide investment management services for clients who seek to invest in securities (as defined below) markets. Price Japan and its affiliated investment advisers: Price Associates, Price International Ltd, T. Rowe Price Hong Kong Limited (Price Hong Kong), T. Rowe Price Singapore Private Ltd. (Price Singapore), T. Rowe Price Australia Limited (Price Australia), T. Rowe Price Investment Management, Inc. (Price IM), and T. Rowe Price (Canada), Inc. (Price Canada), are collectively referred to herein as the Price Advisers. Additionally, T. Rowe Price Advisory Services, Inc. (TRP Advisory Services), an affiliated investment adviser, provides investment advice to U.S. domiciled clients. (Please refer to Part 2A of Form ADV for each Price Adviser for additional disclosure about the Price Adviser.) Price Group and all of its affiliated entities are collectively referred to herein as T. Rowe Price. For purposes of this brochure, “we,” “us,” and “our” mean Price Japan. In addition to the above noted affiliated investment advisers, Oak Hill Advisors, L.P., (OHA) an SEC-registered investment adviser is a wholly-owned subsidiary, along with other OHA-affiliated entities. Price Japan and its affiliated entities are committed to meeting the needs of institutional investors worldwide. Price Japan primarily provides discretionary investment advisory services and has the authority to select securities or other investment vehicles, all collectively referred to herein as securities, consistent with clients’ investment guidelines. However, certain clients may limit or prohibit investment in certain sectors, instruments, and securities as further described below. Price Japan offers the following services: Institutional Separate Account Management The Price Advisers maintain multiple active management strategies including equity and fixed income asset classes as follows  U.S., Global, and International Equity mandates including small-, mid-, and large-cap, growth, value and core, index-enhanced, as well as sector-specific equity mandates;  U.S., Global, and International Fixed Income mandates including active taxable (core plus, core, enhanced bond), cash management, short-term, high yield, global, emerging markets, and sector-specific fixed income mandates. As further discussed, in Item 13 – Review of Accounts and Item 16 – Investment Discretion, actual mandates within each strategy will vary based on client needs and instructions. The Price Advisers often implement individualized investment guidelines and restrictions, including if applicable, restricting certain securities, types of securities, and implementing client preferences with respect to environmental, social, or corporate governance (ESG) factors. Limitations imposed on active management strategies may impact the Price Advisers’ management of an account and accordingly an account’s performance. The Price Advisers use internal and external sources to implement individualized investment guidelines. Registered Funds and Collective Investment Funds The Price Advisers and their affiliates sponsor and/or establish the following investment vehicles, all collectively referred to herein as Price Funds: (i) registered investment companies, including open-end investment companies (mutual funds) and exchange traded funds (ETFs) to which Price Associates serves as adviser and Price International Ltd, Price Hong Kong, Price Singapore, Price Japan, Price Australia and/or Price IM may serve as subadviser (Mutual Funds and ETFs sponsored by Price Advisers are referred to as (TRP Mutual Funds) and (TRP ETFs), and collectively as (TRP Investment Funds); (ii) Luxembourg and Cayman collective investment funds to which Price International Ltd, Price Associates, Price Hong Kong, Price Singapore, Price Japan, Price Australia and/or Price IM may serve as adviser or subadviser; (iii) common trust funds to which Price Associates, Price International Ltd, Price Hong Kong, Price Singapore, Price Japan, Price Australia and/or Price IM may serve as adviser and/or subadviser to the trustee (TRP Trusts); (iv) Japanese ITM funds to which Price Japan serves as manager and Price Associates, Price International Ltd, Price Hong Kong, Price Singapore, Price Australia and/or Price IM may serve as subadviser; (v) Australian Unit Trusts to which Price Associates, Price International Ltd, Price Hong Kong, Price Singapore, Price Japan and/or Price IM may serve as subadviser; (vi) Canadian domiciled pooled vehicles to which Price Canada serves as adviser and Price Associates, Price International Ltd, Price Hong Kong, Price Singapore, Price Japan, Price Australia and/or Price IM may serve as subadviser; and (v) private investment funds to which Price Associates serves as adviser (TRP Private Funds). Price Japan serves as investment subadviser to certain TRP Investment Funds for which Price Associates sponsors and serves as investment adviser. Price Japan may also serve as subadviser for some non-U.S. collective investment funds sponsored by Price International Ltd or Price Australia and the Canadian domiciled pooled vehicles sponsored by Price Canada. Information concerning each such fund, including details of the advisory fee, is disclosed in each fund’s current disclosure documents (e.g., prospectus). Price Japan may serve as investment adviser or subadviser to certain employee benefit plans for which T. Rowe Price Trust Company (Trust Company), a wholly owned subsidiary of Price Associates, may serve as directed trustee and for which T. Rowe Price Retirement Plan Services, Inc. (Retirement Plan Services), a wholly owned subsidiary of Price Associates, may provide recordkeeping, participant accounting, and communication services. Certain of these and other employee benefit plans have authorized investments in one or more collective investment funds (also known as common trust funds) for which the Trust Company serves as trustee and Price Japan may serve as investment adviser or subadviser to the trustee. The amount of the investment is generally determined by the participating plans. Fees paid to the Trust Company regarding investment in a common trust fund are generally paid by the common trust fund pursuant to its governing documents or are paid by the plan pursuant to a contract between the Trust Company and the plan. Subadvisory Mutual Fund Management Price Japan may serve as investment subadviser to mutual funds sponsored by insurance companies, banks, and other third-party financial institutions. Pursuant to an investment subadvisory agreement, Price Japan provides day-to-day investment management services to the fund; supports the fund’s compliance with applicable investment restrictions and investment policies; provides periodic performance and compliance reports to the fund’s adviser and its board; and assists the fund’s service providers in pricing certain securities and preparing various fund-related materials to be included in fund registration statements, proxies, and semi- annual and annual reports. It also provides investment-related content, fund communications, and meeting support to the fund sponsor and its affiliates. Multi-Asset Solutions Price Japan offers customized analysis, portfolio development and investment management services focused on achieving specific client objectives, including but not limited to income generation, liquidity needs and reduced volatility. The customized multi-asset strategies draw from equity, fixed income and alternative investment opportunities.

Price Japan uses our global research coverage to further offer regional and market specialization within the Multi-Asset Solutions strategies. The strategies utilize a variety of underlying strategies based upon the client’s unique objectives, asset allocation and target risk/return analysis. The strategies focus on strategic and tactical asset allocation and fundamental security selection. The Price Advisers offer custom target date allocation services including glide path design and management. Assets Under Management As of December 31, 2023, Price Japan managed approximately $19.6 billion on a discretionary basis for its advisory and subadvisory services to both proprietary (such as the Price Funds) and third-party U.S. and non-U.S. clients. As of the same date, Price Japan did not manage assets on a non-discretionary basis for its clients. The above figures for assets managed on a discretionary basis include assets that may be delegated to another Price Adviser. (For example, Price Japan contracts with Japan-domiciled clients and delegates investment management authority to Price Associates for certain US equity strategies, as authorized in client investment management agreements.) Such assets are also reported in the advisory affiliate’s Part 2A of Form ADV. Indirect Investment Services Litigation. As an investment manager, we may be asked to decide whether file proof of claims for class actions or bankruptcy proceedings for assets held in an account. It is the client’s responsibility to monitor and analyze its portfolio and consult with its own advisers and custodian about whether it has claims that it should consider pursuing. As a general matter, Price Japan cannot, without client written authorization, exercise any rights a client may have in participating in, commencing or defending claims. Price Japan will not engage in litigation on a client’s behalf. Securities Lending. The Price Advisers generally do not enter into securities lending arrangements for our clients, other than for the Price Funds. Under typical securities lending arrangements, a manager loans a security held in a client’s portfolio to a broker-dealer in exchange for collateral. The client may earn potentially enhanced returns from these arrangements by collecting finance charges on the loan or by investing the collateral. Such returns are generally shared between the client and the securities lending agent, and the risk associated with the investment of collateral is generally borne by the client. Some of our clients have established separate securities lending arrangements with their custodian. If a client has entered into these arrangements, the client and its custodian are responsible for adhering to the requirements of such arrangements, including ensuring that the securities or other assets in the account are available for any securities lending transactions. For accounts that we actively manage, we execute transactions based on a number of factors, including market conditions and best execution, and do not consider factors relating to a client’s securities lending arrangement, such as whether the client’s custodian may need to recall securities on loan to settle the sales transactions. We have established policies and procedures in the event there is a loss or overdraft in connection with a transaction where a security is not available in an account due to securities lending activities. Other Services Training. As part of strategic, client partnership programs, the Price Advisers may arrange to provide customized training to certain institutional clients that mandate training to be part of the service requirements of their investment management agreement. Specifically, clients request such training and reimbursement of costs as part of the services we provide. We limit reimbursement to clients’ bona fide travel and accommodation expenses related to such training events. Travel. In very limited circumstances we may pay travel costs for clients and other business contacts including airfare and hotels for educational events sponsored by the Price Advisers. These arrangements are only granted with approval of senior management, as well as the approval of the T. Rowe Price Ethics Committee. Marketing. The Price Advisers provide, at their own expense, compensation to third-party financial intermediaries that have sold shares of or provide other shareholder services to the TRP Investment Funds. These payments are in exchange for a variety of both distribution and non-distribution shareholder services, and may take the form of asset-based, transaction-based, or fixed dollar payments. These payments are commonly referred to as revenue sharing payments within the financial industry. These services may include, but are not limited to: business planning assistance; advertising; educating financial intermediary personnel; placement on the financial intermediary’s sales platform; inclusion on a no-transaction fee fund list or preferred funds list; periodic sales reporting and data on the TRP Investment Funds; and access to sales meetings, sales representatives and management representatives of the financial intermediary. The Price Advisers compensate financial intermediaries differently depending upon, among other factors, sales and asset levels, redemption rates and their level, and/or the type of marketing and educational activities provided by the financial intermediary. Payments may also cover a variety of administrative services which may: facilitate rollovers from employer-sponsored retirement plans to individual retirement accounts; contribute to the costs of providing certain technology and data support services; reimburse certain transaction expenses, such as ticket charges for purchases or exchanges; and contribute to costs for ancillary services, such as setting up the TRP Investment Funds on an intermediary’s mutual fund trading system/platform. Additionally, revenue sharing payments may cover the Price Advisers’ employees’ participation in and/or presentation at conferences or seminars, sales or training programs, client and investor events, co-operative advertising, newsletters, and other events. The Price Advisers routinely sponsor and compensate financial intermediaries in connection with due diligence meetings during which attendees receive updates on various TRP Investment Funds and are afforded the opportunity to speak with investment professionals, including portfolio managers. To the extent permitted by their firm’s policies and procedures, attendees’ expenses, including lodging and transportation, may be covered by the Price Advisers. Even though these additional payments are not paid by a fund directly, the Price Advisers’ revenues or profits may in part be derived from fees earned for services provided to and paid for by the TRP Investment Funds. The receipt of such payments may provide a financial intermediary and its salespersons with an incentive to favor sales of shares of the TRP Investment Funds over sales of other mutual funds or other financial products or provide preferential or enhanced opportunities to promote the TRP Investment Funds. Vendor Services. Bank of New York Mellon provides services to the Price Advisers for aspects of trade support (including collateral management), security reference, security valuation, corporate actions, fund accounting, portfolio accounting, reconciliation, and financial reporting. The Price Advisers retain all operational functions that are more discretionary in nature and involve more decision-making such as those with a client service aspect or that require input or analysis by our investment personnel. The Price Advisers retain full responsibility for all services outsourced under this arrangement. In cases where Price Japan has proxy voting authority, Institutional Shareholder Services, Inc. (ISS) provides proxy voting analysis, maintenance, reporting, and recordkeeping services for Price Japan with respect to certain accounts.