SEC Division of Investment Management staff letter: T. Rowe Price Associates, Inc.

787 Seventh Avenue
New York, NY 10019-6099
Tel: 212 728 8000
Fax: 212 728 8111
Assistant Chief Counsel
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: T. Rowe Price Funds
Investment Company Act of 1940 – Sections 17(a) and 17(d) and Rule 17d-1 Dear Ms. Roytblat:
The purpose of this letter is to request assurance that the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (“SEC”) will not recommend enforcement action to the SEC for violations of Section 17(a) or 17(d) of the Investment Company Act of 1940, as amended (the “Act”), or Rule 17d-1 thereunder, against certain registered investment companies, or series thereof, for which T. Rowe Price Associates, Inc. or an entity controlling, controlled by or under common control with T. Rowe Price Associates, Inc. (collectively, “T. Rowe Price”) serves as investment adviser or subadviser (the “Price Funds”), T. Rowe Price, the Private Fund (as defined below) or the Accounts (as defined below), if the Price Funds or Accounts purchase interests, either in cash or through a contribution of securities in-kind, in the Private Fund, that will rely on Section 3(c)(1) or 3(c)(7) of the Act and will be organized for the specific purpose of acquiring Eligible Securities (as defined below) and obtaining loans under the Term Asset-Backed Securities Loan Facility (the “TALF”) without obtaining an order from the SEC pursuant to Section 17(b) of the Act or Rule 17d-1 thereunder. For the reasons discussed below, we believe that the concerns underlying Sections 17(a) and 17(d) and Rule 17d-1 are either not raised by the proposed transactions or are adequately addressed by the conditions set out below. Background The TALF program was launched by the United States Department of the Treasury and the Federal Reserve Board to catalyze the securitization markets by providing financing to investors to support their purchases of certain AAA-rated asset-backed securities (“ABS”) and commercial mortgage-backed securities (“CMBS”), thereby assisting lenders in meeting the borrowing needs of consumers and small businesses, and helping to stimulate the broader economy.1 Under the TALF program, the Federal Reserve Bank of New York (the “FRBNY”) provides non-recourse funding through one or more loans (“TALF Loans”) to any eligible borrower that posts eligible collateral as defined by the FRBNY.