Investment Company Act of 1940 – Section 17(a), 17(d) and Rule 17d-1
T. Rowe Price Associates, Inc.

October 8, 2009

RESPONSE OF THE OFFICE OF CHIEF COUNSEL DIVISION OF INVESTMENT MANAGEMENT

IM Ref. No. 20095131130 T. Rowe Price Associates, Inc. File No. 801-856

Your letter dated October 8, 2009 requests our assurance that we would not recommend enforcement action to the Securities and Exchange Commission (“Commission”) under Section 17(a) or 17(d) of the Investment Company Act of 1940 (the “Act”) or Rule 17d-1 thereunder, against certain registered investment companies for which T. Rowe Price Associates, Inc., or an entity controlling, controlled by or under common control with T. Rowe Price Associates, Inc. (together, “T. Rowe Price”) serves as investment adviser or sub-adviser (the “Price Funds”), T. Rowe Price, the Private Fund (as defined below) or the Accounts (as defined in your letter), if the Price Funds or Accounts purchase interests, either in cash or through a contribution of securities in-kind, in a pooled investment vehicle 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 collateral and obtaining loans under the U.S. Treasury’s Term Asset-Backed Securities Loan Facility (the “Private Fund”) without obtaining an order from the Commission pursuant to Section 17(b) of the Act or Rule 17d-1 thereunder.

Based on the facts and representations set forth in your letter, we would not recommend that the Commission take any enforcement action under Section 17(a) or 17(d) of the Act or Rule 17d-1 thereunder against the Price Funds, T. Rowe Price, the Private Fund, or Accounts, if the Price Funds or Accounts purchase interests, either in cash or through a contribution of securities in-kind, in the Private Fund without obtaining an order from the Commission pursuant to Section 17(b) of the Act or Rule 17d-1 thereunder. This response expresses our view on enforcement action only and does not express any legal or interpretive conclusion on the issues presented.

Because our position is based upon the representations made to us in your letter, any different facts or representations may require a different conclusion.¹

Stephen Van Meter
Senior Counsel

¹ The Division of Investment Management generally permits third parties to rely on no-action or interpretive letters to the extent that the third party's facts and circumstances are substantially similar to those described in the underlying request for a no-action or interpretive letter. Investment Company Act Release No. 22587 (Mar. 27, 1997), n.20. In light of the very fact specific nature of T. Rowe Price’s request, however, the position expressed in this letter applies only to the entities seeking relief, and no other entity may rely on this position.

Incoming Letter

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The Incoming Letter is in Acrobat format.