T. Rowe Price International Ltd (Price International Ltd) is an investment adviser registered
under the Investment Advisers Act of 1940 (Advisers Act) and 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 Group was formed in 2000 as the publicly traded
parent holding company of Price Associates and its affiliated entities including Price International
Ltd (collectively, T. Rowe Price). Price International Ltd is also authorized and regulated by the
U.K. Financial Conduct Authority (FCA) and various international financial services regulators.
Price International Ltd and its affiliated investment advisers: Price Associates, T. Rowe Price
Hong Kong Limited (Price Hong Kong), T. Rowe Price Singapore Private Ltd. (Price
Singapore), T. Rowe Price Australia Limited (Price Australia), T. Rowe Price Japan, Inc. (Price
Japan), T. Rowe Price Investment Management, Inc. (Price IM), and T. Rowe Price (Canada),
Inc. (Price Canada), are collectively referred to herein as the Price Advisers. Additionally,
T. Rowe Price Advisory Services, Inc. (TRP Advisory Services), an affiliated investment adviser,
provides investment advice to U.S. domiciled clients. (Please refer to Part 2A of Form ADV for
each Price Adviser for additional disclosure about the Price Adviser.) For purposes of this
brochure, “we,” “us,” and “our” mean Price International Ltd.
In addition to the above noted affiliated investment advisers, on December 29, 2021, Price
Associates acquired Oak Hill Advisors, L.P., (OHA) an SEC-registered investment adviser, and
other OHA-affiliated entities.
Price International Ltd and its affiliated entities are committed to meeting the needs of institutional
investors worldwide. Price International Ltd 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 International Ltd 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) non-U.S. 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) 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 International Ltd serves as investment subadviser to certain TRP Investment Funds for which
Price Associates sponsors and serves as investment adviser. Price International Ltd serves as
adviser and acts as distributor to the T. Rowe Price Funds OEIC and other T. Rowe Price non-U.S.
collective investment funds. Price International Ltd may also serve as subadviser for non-U.S.
collective investment funds sponsored by Price Japan and the Canadian domiciled pooled vehicles
sponsored by Price Canada. Price Associates, Price Hong Kong, and Price Singapore also serve
as subadviser to certain non-U.S. collective investment funds for which Price International Ltd
acts as sponsor and adviser. Information concerning each such fund, including details of the
advisory fee, is disclosed in each fund’s current disclosure documents (e.g., prospectus).
Price International Ltd serves 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
International Ltd serves 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 International Ltd 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 International Ltd 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.
Distribution Management Service
The Distribution Management Service (DMS) assists institutional investors in seeking the efficient
disposition of equity distributions from venture capital partnerships. The Price Advisers use their
investment acumen together with a client’s risk tolerance, timing objectives, private equity
portfolio structure and targeted account size to determine the most efficient time for the sale of
stock distributions from these partnerships. We strive to optimize the return of capital to the client
and minimize trading expenses through our fiduciary commitment to providing best execution.
We also offer an enhanced liquidation service in which the Price Advisers determine what we
deem to be the most efficient time for the sale of stock distributions from venture capital
partnerships; however, it is understood that clients generally seek to liquidate the securities within
a period of 60 days from contribution to the account. The Price Advisers retain the limited
discretion to exceed this 60-day period contingent upon multiple
factors, including current market
cycle conditions and liquidity. While we use research to advise on sell decisions, the ability to
obtain the full benefit of the research may be limited due to the enhanced liquidation strategy.
Multi-Asset Solutions
Price International Ltd 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 International Ltd
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, 2022, Price International Ltd managed approximately $108.7 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 International Ltd
managed approximately $344.6 million 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 International Ltd contracts with 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 to 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 International Ltd cannot, without client written authorization, exercise any rights a
client may have in participating in, commencing or defending claims. Price International Ltd
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 TRP Mutual 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, Price International Ltd 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 International Ltd has proxy voting
authority, Institutional Shareholder Services, Inc. (ISS) provides proxy voting analysis,
maintenance, reporting, and recordkeeping services for Price International Ltd with respect to
certain accounts.