Item 1. Business.
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Item 1. Business.
T. Rowe Price Group, Inc. is a financial services holding company that provides global investment management services through its subsidiaries to investors worldwide. We provide an array of U.S. mutual funds, subadvised funds, separately managed accounts, and other T. Rowe Price products. The other T. Rowe Price products include: collective investment trusts, open-ended investment products offered to investors outside the U.S., and products offered through variable annuity life insurance plans in the U.S. We also provide certain investment advisory clients with related administrative services, including distribution, mutual fund transfer agent, accounting, and shareholder services; participant recordkeeping and transfer agent services for defined contribution retirement plans; brokerage; and trust services. We are focused on delivering global investment management excellence to help clients around the world achieve their long-term investment goals.
The late Thomas Rowe Price, Jr., founded our firm in 1937, and the common stock of T. Rowe Price Associates, Inc. was first offered to the public in 1986. The T. Rowe Price Group, Inc. corporate holding company structure was established in 2000.
Our core capabilities have enabled us to deliver excellent operating results since our initial public offering. We maintain a strong corporate culture that is focused on delivering strong long-term investment performance and world-class service to our clients. We distribute our broad array of active investment strategies through a diverse set of distribution channels and vehicles to meet the needs of our clients globally. Our ongoing financial strength and discipline has allowed us to take advantage of attractive growth opportunities and invest in key capabilities. Our investments have been focused on increasing our investment professional headcount globally, expanding our product offerings, expanding our global distribution footprint to strengthen our regional relationships and brand, and investing in new technology and the core infrastructure of the firm.
The industry in which we operate has been evolving quickly and a number of headwinds have arisen over the last few years, including passive investments taking market share from traditional active strategies; continued downward fee pressure; demand for new investment vehicles to meet client needs; and an ever-changing regulatory landscape.
Despite the headwinds, we believe there are significant opportunities that align to our core capabilities. As such, we have been responding with several multi-year initiatives that are designed to strengthen our long-term competitive position and to:
| • | Maintain our position as a premier active asset manager, delivering durable value to clients. |
| • | Build T. Rowe Price into a more globally diversified asset manager. |
| • | Extend and leverage our retirement expertise globally while becoming an ever more integrated investment solutions provider. |
| • | Embed best practices for sustainability and environmental, social and corporate governance throughout the company. |
| • | Maintain strong processes and controls, which is increasingly important with growing business complexity and regulation. |
| • | Remain a destination of choice for top talent, with a culture of empowerment, accountability and collaboration. |
| • | Deliver attractive financial results and balance sheet strength for our stockholders over the long term. |
Financial Overview / Assets Under Management
We derive the vast majority of our consolidated net revenues and net income from investment advisory services provided by our subsidiaries, primarily T. Rowe Price Associates and T. Rowe Price International Ltd. Our revenues depend largely on the total value and composition of our assets under management. Accordingly, fluctuations in financial markets and in the composition of assets under management impact our revenues and results of operations.
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At December 31, 2019, we had $1,206.8 billion in assets under management, including $682.7 billion in U.S. mutual funds and $524.1 billion in subadvised funds, separately managed accounts, and other T. Rowe Price products. During 2019, market appreciation and income, net of distributions not reinvested, of $231.3 billion combined with net cash inflows of $13.2 billion increased assets under management by $244.5 billion from the end of 2018. In 2019, our net cash inflows included $9.8 billion into our target date retirement products, which provide shareholders with a single, diversified portfolio that invests in underlying U.S. mutual funds or collective investment trusts. The assets under management in our target date retirement products totaled $292.4 billion at December 31, 2019, or 24.2% of our managed assets at December 31, 2019, compared with 23.9% at the end of 2018.
The following tables show our assets under management by distribution channel, vehicle, account type, and asset class:
| (in billions) | 2019 | 2018 | |||||
| Assets under management by vehicle | |||||||
| U.S. mutual funds | $ | 682.7 | $ | 564.5 | |||
| Subadvised and separate accounts and other investment products: | |||||||
| Subadvised and separately managed accounts | 313.8 | 250.0 | |||||
| T. Rowe Price collective investment trusts | 158.7 | 106.0 | |||||
| T. Rowe Price stable value and variable annuity products | 21.4 | 20.0 | |||||
| T. Rowe Price SICAVs and other funds regulated outside the U.S. | 30.2 | 21.8 | |||||
| Total subadvised and separate accounts and other investment products | 524.1 | 397.8 | |||||
| Total assets under management | $ | 1,206.8 | $ | 962.3 | |||
| Assets under management by asset class | |||||||
| Equity | $ | 698.9 | $ | 539.9 | |||
| Fixed income, including money market | 147.9 | 136.1 | |||||
| Multi-Asset(1) | 360.0 | 286.3 | |||||
| Total assets under management | $ | 1,206.8 | $ | 962.3 | |||
| Assets under management by distribution channel | |||||||
| Global financial intermediaries(2) | $ | 623.0 | $ | 484.0 | |||
| Global institutions(2)(3) | 265.4 | 211.4 | |||||
| Individual U.S. investors on a direct basis | 190.7 | 159.3 | |||||
| U.S. retirement plan sponsors - full service recordkeeping | 127.7 | 107.6 | |||||
| Total assets under management | $ | 1,206.8 | $ | 962.3 | |||
| Assets under management by account type | |||||||
| Defined contribution retirement assets: | |||||||
| Defined contribution - investment only | $ | 510.6 | $ | 401.8 | |||
| Defined contribution - full-service recordkeeping | 121.0 | 101.8 | |||||
| Total defined contribution retirement assets | 631.6 | 503.6 | |||||
| Deferred annuity and direct retail retirement assets | 186.0 | 149.9 | |||||
| Total defined contribution, deferred annuity, and direct retail retirement assets | 817.6 | 653.5 | |||||
| Other | 389.2 | 308.8 | |||||
| Total assets under management | $ | 1,206.8 | $ | 962.3 |
(1) The underlying assets under management of the multi-asset portfolios have been aggregated and presented in this category and not reported in the equity and fixed income rows.
(2) Includes Americas, Europe Middle East and Africa ("EMEA"), and Asia Pacific ("APAC") financial intermediaries and institutions.
(3) Includes T. Rowe Price investments in proprietary products, assets of the T. Rowe Price employee benefit plans, Private Asset Management accounts, and other.
Additional information concerning our assets under management, results of operations, and financial condition during the past three years is contained in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7, as well as our consolidated financial statements, which are included in Item 8 of this Form 10-K.
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INVESTMENT MANAGEMENT SERVICES.
Distribution Channels and Products
We distribute our products across three broad geographical regions: Americas, Europe Middle East and Africa ("EMEA"), and Asia Pacific ("APAC"). We service clients in 50 countries around the world. Investors domiciled outside the U.S. represented nearly 7% of total assets under management at the end of 2019.
We accumulate our assets under management from a diversified client base across five primary distribution channels: Americas financial intermediaries, EMEA and APAC financial intermediaries, individual U.S. investors on a direct basis, U.S. retirement plan sponsors for which we provide recordkeeping services, and institutional investors globally. The following table outlines as of December 31, 2019, the types of products within each distribution channel through which our assets under management are sourced.
| Americas financial intermediaries | EMEA & APAC financial intermediaries | Individual U.S. investors on a direct basis | U.S. retirement plan sponsors - full service recordkeeping | Global institutions | ||||
| U.S. Mutual Funds | SICAVs(1) / FCPs(2) | U.S. Mutual Funds | U.S. Mutual Funds | U.S. Mutual Funds | ||||
| Collective Investment Trusts | Australian Unit Trusts ("AUTs") | Separate Accounts | Collective Investment Trusts | Collective Investment Trusts | ||||
| Subadvised Accounts | OEICs(3) | College Savings Plans | Separate Accounts | SICAVs(1) / FCPs(2) | ||||
| Managed Accounts / Model Delivery | Cayman Funds | Model Portfolio(4) | Separate / Subadvised Accounts | |||||
| College Savings Plans | Subadvised Accounts | Canadian Pooled Funds | ||||||
| Canadian Pooled Funds | Japanese ITMs(5) | Japanese ITMs(5) |
(1)Société d'Investissement à Capital Variable (Luxembourg), (2)Fonds Commun de Placement (Luxembourg), (3)Open-Ended Investment Company (U.K.), (4)Provided through our ActivePlus Portfolios, (5)Japanese Investment Trust Management Funds
Investment Capabilities
We manage a broad range of investment strategies in equity, fixed income, and multi-asset across sectors, styles and regions. Our strategies are designed to meet the varied and changing needs and objectives of investors and are delivered across a range of vehicles. We also offer specialized advisory services, including management of stable value investment contracts, modeled multi-asset solutions, and a distribution management service for the disposition of equity securities our clients receive from third-party venture capital investment pools.
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The following table sets forth our broad investment capabilities as of December 31, 2019.
| Equity | Fixed income | Multi-Asset | ||||||
| U.S. | International / Global | U.S. | International / Global | U.S. / International / Global | ||||
| Large-Cap: Growth, Core, Value | Global: All-Cap, Concentrated, Equity Income, Growth, Value | Core Bond | Global Aggregate | Target Date/Custom Target Date | ||||
| Mid-Cap: Growth, Core, Value | International Developed: Growth, Concentrated, Core, Small-Cap, Value | Credit Opportunities | Global Multi-Sector | Target Allocation | ||||
| Small-Cap: Growth, Core, Value | International Developed Regional: Australia, Europe, Europe ex UK, Europe Smaller Companies, Europe Core, Japan | Corporate | Global Dynamic Bond | Global Allocation | ||||
| Quantitative Equity: Multi-Cap, Factor Portfolios | Emerging Markets Global: Growth, Value | Bank Loan | Global High Income | Managed Volatility | ||||
| Tax Efficient | Emerging Markets Regional: Asia ex-Japan, China, Emerging Europe, Frontier Markets, Latin America, Middle East, Africa | High Yield | Emerging Markets: Corporate, Hard Currency, Local Currency | Multi-Asset Solutions | ||||
| Sectors | Quantitative Equity: Global Growth, Global Value | Stable Value | International Developed | Real Assets | ||||
| Sectors | Securitized | Global Corporate | Retirement Income | |||||
| Treasury | Global High Yield | Alternatives | ||||||
| Short Duration | Global Government | |||||||
| Municipal | Asia | |||||||
| Municipal Ladders | ||||||||
| Quantitative Fixed: Factor Portfolios |
We employ fundamental and quantitative security analysis in the performance of the investment advisory function through substantial internal equity and fixed income investment research capabilities. We perform original industry and company research using such sources as inspection of corporate activities, management interviews, company-published financials and other information, and field checks with suppliers and competitors in the same industry and particular business sector. Our dedicated, in-house research analysts consider tangible investment factors such as financial information, valuation, and macroeconomics in tandem with intangible environmental, social, and corporate governance investment factors.
Our research staff operates primarily from offices located in the U.S. and U.K. with additional staff based in Australia, Hong Kong, Japan, Singapore, and Switzerland. We also use research provided by brokerage firms and security analysts in a supportive capacity and information received from private economists, political observers,
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commentators, government experts, and market analysts. Our securities selection process for some investment portfolios is based on quantitative analysis using computerized data modeling.
From time to time, we introduce new strategies, investment vehicles, and other products to complement and expand our investment offerings, respond to competitive developments in the financial marketplace, and meet the changing needs of our investment advisory clients. We will introduce a new investment strategy if we believe that we have the appropriate investment management expertise and that its objective will be useful to investors over a long period. In 2019, we introduced six new strategies and several new vehicles and share classes of existing strategies.
We typically provide seed capital for new investment products to enable the portfolio manager to begin building an investment performance history in advance of the portfolio receiving sustainable client assets. The length of time we hold our seed capital investment will vary for each new investment product as it is highly dependent on how long it takes to generate cash flows into the product from unrelated investors. We attempt to ensure that the new investment product has a sustainable level of assets from unrelated shareholders before we consider redemption of our seed capital investment in order to not negatively impact the new investment product's net asset value or its investment performance record. At December 31, 2019, we had seed capital investments in our products of $1.3 billion.
Conversely, we may also close or limit new investments to new investors across T. Rowe Price investment products in order to maintain the integrity of the investment strategy and to protect the interests of its existing shareholders and investors. At present, the following strategies, which represent about 20% of total assets under management at December 31, 2019, are generally closed to new investors:
| Strategy | Year closed |
| U.S. Mid-Cap Growth | 2010 |
| U.S. Mid-Cap Value | 2010 |
| High Yield Bond | 2012 |
| U.S. Small-Cap Growth | 2013 |
| U.S. Small-Cap Core | 2013 |
| Capital Appreciation | 2014 |
| Global Technology* | 2017 |
| Emerging Markets Growth | 2018 |
| International Small-Cap Growth | 2018 |
- This fund will re-open for new accounts in the second quarter of 2020.
Investment Advisory Fees
We provide investment advisory services through our subsidiaries to the U.S. mutual funds; clients on a subadvised or separately managed account basis; and other T. Rowe Price products, including collective investment trusts, funds offered to investors outside the U.S., and portfolios offered through variable annuity life insurance plans in the U.S.
Nearly 70% of our investment advisory fees are earned from our U.S. mutual funds, while about 30% of our investment advisory fees are earned from our other investment portfolios. Ten of our 181 U.S. mutual funds - Blue Chip Growth, Growth Stock, Capital Appreciation, Mid-Cap Growth, New Horizons, Value, Emerging Markets Stock, Overseas Stock, Equity Income, and Institutional Large-Cap Growth - accounted for approximately 35% of our investment advisory revenues in 2019, and approximately 27% of our assets under management at December 31, 2019. Our largest client account relationship, apart from the U.S. mutual funds, is with a third-party financial intermediary that accounted for about 7% of our investment advisory revenues in 2019.
U.S. Mutual Funds
At December 31, 2019, assets under our management in the U.S. mutual funds aggregated $682.7 billion, an increase of 20.9% or $118.2 billion from the beginning of the year. Investment advisory services are provided to each U.S. mutual fund under individual investment management agreements that grant the fund the right to use the
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T. Rowe Price name. The Boards of the respective funds, including a majority of directors who are not interested persons of the funds or of T. Rowe Price Group (as defined in the Investment Company Act of 1940), must approve the investment management agreements annually. Fund shareholders approve material changes to these investment management agreements. Each agreement automatically terminates in the event of its assignment (as defined in the Investment Company Act) and, generally, either party may terminate the agreement without penalty after a 60-day notice. The termination of one or more of these agreements could have a material adverse effect on our results of operations. Independent directors and trustees of the U.S. mutual funds regularly review our fee structures.
The advisory fee paid monthly by each of the U.S. mutual funds is computed on a daily basis by multiplying a fund’s net assets by its effective fee rate. For the majority of the U.S. mutual funds, the fee rate is equal to the sum of a tiered group fee rate plus an individual fund rate. The tiered group rate is based on the combined net assets of nearly all of the U.S. mutual funds. If the combined net assets of these U.S. mutual funds exceed $650 billion, the weighted-average fee across pricing tiers is 28.6 basis points for the first $650 billion of net assets plus 26.5 basis points for net assets in excess of $650 billion. To the extent that the combined net assets of the funds included in the group rate calculation increase, the group charge component of a fund's advisory fee rate and the resulting advisory fee rate paid by each fund will decrease.
The individual fund rates are generally flat rates that are set based on the fund’s specific investment objective. Several funds, including the Blue Chip Growth, Equity Income, Growth Stock, and Mid-Cap Growth funds, have an effective tiered individual fund rate in which their base individual flat rate is reduced by about 15% on net assets in excess of $15 billion. The New Income and Value funds have their base individual flat rate reduced by about 15% on net assets in excess of $20 billion. The Capital Appreciation Fund has its base individual flat rate reduced by 10% on net assets in excess of $27.5 billion. The effective fee rates for each of the stock and bond funds on which we earned annual advisory fees of approximately $6.0 million or greater in 2019, varied from a low of 15 basis points for the U.S Treasury Long-Term Fund to a high of 104 basis points for the Emerging Markets Stock and International Discovery funds.
The fee rate of several of the U.S. mutual funds, including the Index funds as well as specific funds offered solely to institutional investors, does not include a group fee component but rather an individual fund fee or an all-inclusive fee. An all-inclusive fee covers both the investment management fee and ordinary operating expenses incurred by the fund and, as a result, our management fee varies with the level of operating expenses a fund incurs. The funds in the Spectrum Funds series and in the multiple target date retirement funds series that we offer have no separate investment advisory fee; rather, they indirectly bear the expenses of the funds in which they invest.
Each U.S. mutual fund typically bears all expenses associated with its operation and the issuance and redemption of its securities. In particular, each fund pays investment advisory fees; shareholder servicing fees and expenses; fund accounting fees and expenses; transfer and sub-transfer agent fees; custodian fees and expenses; legal and auditing fees; expenses of preparing, printing and mailing prospectuses and shareholder reports to existing shareholders; registration fees and expenses; proxy and annual meeting expenses; and independent trustee or director fees and expenses.
We usually provide that a newly organized fund’s expenses will not exceed a specified percentage of its net assets during an initial operating period. Generally, during the earlier portion of the period, we will waive advisory fees and absorb other fund expenses, such as those described above, in excess of these self-imposed limits. During the latter portion of the period, we may recover some or all of the waived fees and absorbed costs, but such recovery is not assured.
Additionally, we have contractual management fee waivers for certain U.S mutual funds, including nearly all money market funds, which could occur under certain specified circumstances. Unlike traditional expense limits for newly organized funds, these waivers will not be recovered by T. Rowe Price in the future.
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Subadvised and separate accounts and other investment products
Our subadvised and separate accounts and other investment products had assets under management of $524.1 billion at December 31, 2019, an increase of $126.3 billion from the beginning of the year. Other investment products include collective investment trusts, open-ended investment products offered to investors outside the U.S., and products offered through variable annuity life insurance plans in the U.S. We earn investment management fees from these clients based on, among other things, the specific investment services to be provided and are computed using the value of assets under management at a contracted annual fee rate or the products' effective fee rate for those with a tiered-fee rate structure. The value of assets under management billed is generally based on daily valuations, end of billing period valuations, or month-end average valuations. In 2019, approximately 79% of our advisory fees were recognized based on daily portfolio valuations, 13% were based on end of billing period valuations, and 8% were based on month-end averages.
Our standard form of investment advisory agreement with other T. Rowe Price products that pay management fees on a daily basis normally provides for termination with thirty days notice. Our standard separately managed account agreements provide for termination at any time and the refunding of any unearned fees paid in advance. Our standard subadvised client account agreement typically provides for termination with sixty days notice.
The following table details the services provided by certain of our subsidiaries based on our non-U.S. global investment products:
| T. Rowe Price Subsidiary | Products | Services Provided | ||
| T. Rowe Price (Luxembourg) Management Sàrl | SICAVs / FCPs | Management company | ||
| T. Rowe Price Australia | AUTs | Investment management | ||
| T. Rowe Price UK | OEICs | Authorized corporate director | ||
| T. Rowe Price (Canada) | Canadian Pooled Funds | Investment management | ||
| T. Rowe Price Japan | Japanese ITMs | Investment management |
Our subsidiaries T. Rowe Price Associates, T. Rowe Price International, T. Rowe Price Hong Kong, as well as T. Rowe Price Australia and T. Rowe Price Japan, may also provide subadvised investment management services to those global investment products listed in the table above.
We distribute the products listed in the table above outside the U.S. through distribution agents and other financial intermediaries. The fees we earn for distributing and marketing these products are part of our overall investment management fees for managing the product assets. We currently recognize any related distribution fees paid to these financial intermediaries in distribution and servicing costs.
In addition to providing investment management services to the U.S. mutual funds, our subsidiaries, T. Rowe Price Associates and T. Rowe Price International offer separately managed institutional investment management and subadvised investment management services to global intermediaries. Our subsidiary, T. Rowe Price Trust Company, offers and provides investment management services to our T. Rowe Price collective investment trusts, which are used in the investment portfolios of certain qualified U.S. retirement plans.
ADMINISTRATIVE, DISTRIBUTION, AND SERVICING FEES.
Administrative Services
We also provide certain administrative services as ancillary services to our investment advisory clients. These administrative services are provided by several of our subsidiaries and include mutual fund transfer agent, accounting, distribution, and shareholder services; participant recordkeeping and transfer agent services for defined contribution retirement plans investing in U.S. mutual funds; recordkeeping services for defined contribution retirement plans investing in mutual funds outside the T. Rowe Price complex; brokerage; and trust services.
T. Rowe Price Services provides the U.S. mutual funds transfer agency and shareholder services, including the staff, facilities, technology, and other equipment to respond to inquiries from fund shareholders. The U.S. mutual funds contract directly with BNY Mellon to provide mutual fund accounting services, including maintenance of financial records, preparation of financial statements and reports, daily valuation of portfolio securities, and computation of each mutual fund's daily net asset value per share.
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T. Rowe Price Retirement Plan Services provides participant accounting and plan administration for defined contribution retirement plans that invest in the U.S. mutual funds, the T. Rowe Price collective investment trusts, and funds outside the T. Rowe Price complex. T. Rowe Price Retirement Plan Services also provides transfer agent services to the U.S. mutual funds. The pricing on these transfer agent services is based on basis points of the related assets under management. Plan sponsors and participants compensate us for some of the administrative services while the U.S. mutual funds and outside fund families compensate us for maintaining and administering the individual participant accounts for those plans that invest in the respective funds. As of December 31, 2019, we provided recordkeeping services for $210 billion in assets under administration, of which nearly $128 billion are assets we manage.
T. Rowe Price Trust Company provides administrative trustee services. Through this entity, which is a Maryland-chartered limited service trust company, we serve as trustee for employer sponsored retirement plans and other retirement products. T. Rowe Price Trust Company may not accept deposits and cannot make personal or commercial loans.
We also provide non-discretionary advisory planning services to fund shareholders and potential investors through our subsidiary T. Rowe Price Advisory Services. These services are limited in scope and include retirement planning services, such as saving for retirement, transitioning into retirement, and income in retirement. An investment portfolio evaluation service is an integral part of these services. An ongoing checkup service is also available to assist investors in staying on track to achieve their financial goals.
Distribution and Servicing
The Investor Class of all U.S. mutual funds can be purchased in the U.S. on a no-load basis, without a sales commission or 12b-1 fee. No-load mutual fund shares offer investors a low-cost and relatively easy method of directly investing in a variety of equity, fixed income, and multi-asset strategies. The I Class of certain U.S. mutual funds is designed to meet the needs of institutionally oriented clients who seek investment products with lower shareholder servicing costs and lower expense ratios. This share class limits ordinary operating expenses (other than interest; expenses related to borrowings, taxes, and brokerage; and any non-extraordinary expenses) to 5 basis points for a period of time and there are no external 12b-1 or administrative fee payments.
Certain of the U.S. mutual funds also offer Advisor Class and R Class shares that are distributed to investors and defined contribution retirement plans, respectively. These share classes pay 12b-1 fees of 25 and 50 basis points, respectively, for distribution, administration, and personal services. Our subsidiary, T. Rowe Price Investment Services ("TRPIS"), is the principal distributor of the U.S. mutual funds and contracts with third-party financial intermediaries who distribute these share classes. TRPIS enters into agreements with each intermediary under which each fund is responsible to pay the distribution and service fees directly to the applicable intermediaries. In addition, those U.S. mutual funds offered to investors through variable annuity life insurance plans have a share class that pays a 12b-1 fee of 25 basis points.
In accounting for 12b-1 fees, the applicable mutual fund share classes incur the related expense and we recognize the corresponding distribution and servicing fee revenue in the administrative, distribution, and servicing fees line of
our consolidated statements of income. We also recognize the corresponding cost paid to the third-party financial intermediaries who distribute these funds' share classes within the distribution and servicing costs line of the consolidated statements of income. The fee revenue that we recognize from the funds and the expense that we recognize for the fees paid to third-party intermediaries are equal in amount and, therefore, do not impact our net operating income.
We believe that our lower fund cost structure, distribution methods, and fund shareholder and administrative services help promote the stability of our fund assets under management through market cycles.
Except as noted above for 12b-1 fees earned from the mutual funds, we bear all advertising and promotion expenses associated with the distribution of our investment products. These costs are recognized when incurred and include advertising and direct mail communications to potential shareholders, as well as substantial staff and communications capabilities to respond to investor inquiries. Marketing and promotional efforts are focused in print media, television, and digital and social media. Advertising and promotion expenditures vary over time based on investor interest, market conditions, new and existing investment offerings, and the development and expansion of new marketing initiatives, including the enhancement of our digital capabilities.
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REGULATION.
All aspects of our business are subject to extensive federal, state, and foreign laws and regulations. These laws and regulations are primarily intended to benefit or protect our clients and T. Rowe Price product shareholders. They generally grant supervisory agencies and bodies broad administrative powers, including the power to limit or restrict the conduct of our business in the event that we fail to comply with laws and regulations. Possible sanctions that may be imposed on us, in the event that we fail to comply, include the suspension of individual employees, limitations on engaging in certain business activities for specified periods of time, revocation of our investment adviser and other registrations, censures, and fines.
T. Rowe Price Associates, T. Rowe Price International, T. Rowe Price Australia, T. Rowe Price (Canada), T. Rowe Price Hong Kong, T. Rowe Price Japan, T. Rowe Price Singapore, and T. Rowe Price Advisory Services are registered with the Securities and Exchange Commission ("SEC") as investment advisers under the Investment Advisers Act of 1940. The Investment Advisers Act of 1940 imposes substantive regulation around, among other things, fiduciary duties to clients, transactions with clients, effective compliance programs, conflicts of interest, advertising, recordkeeping, reporting, and disclosure requirements.
T. Rowe Price International is also regulated by the Financial Conduct Authority ("FCA") in the United Kingdom and, in certain cases, by other foreign regulators in countries in which we have a license to conduct business.
T. Rowe Price UK, the authorized corporate director of our UK OEIC funds, is also regulated by the FCA. The Securities and Futures Commission ("SFC") and Monetary Authority of Singapore ("MAS") also regulate T. Rowe Price Hong Kong and T. Rowe Price Singapore, respectively. T. Rowe Price (Canada) is also registered with several of the provincial securities commissions in Canada. T. Rowe Price (Luxembourg) Management Sàrl, the management company of our Luxembourg-based FCP and SICAV funds is regulated by the Commission de Surveillance du Secteur Financier ("CSSF"). T. Rowe Price Australia is regulated by the Australian Securities and Investments Commission and T. Rowe Price Japan is regulated by the Japan Financial Services Agency.
Our subsidiaries providing transfer agent services, T. Rowe Price Services and T. Rowe Price Retirement Plan Services, are registered under the Securities Exchange Act of 1934, and our trust company is regulated by the State of Maryland, Commissioner of Financial Regulation.
T. Rowe Price Investment Services is a registered broker-dealer and member of the Financial Industry Regulatory Authority ("FINRA") and the Securities Investor Protection Corporation. This subsidiary provides brokerage services primarily to complement the other services provided to shareholders of the U.S. mutual funds. Pershing, a third-party clearing broker and an affiliate of BNY Mellon, maintains our brokerage’s customer accounts and clears all transactions.
Serving the needs of retirement savers is an important focus of our business. As a result, such activities are subject to regulators such as the U.S. Department of Labor, and applicable laws and regulations including the Employee Retirement Income Security Act of 1974.
Certain of our subsidiaries are subject to net capital requirements, including those of various federal, state, and international regulatory agencies. Each of our subsidiary's net capital, as defined, meets or exceeds all minimum requirements.
For further discussion of the potential impact of current or proposed legal or regulatory requirements, please see the Legal and Regulatory risk factors included in Item 1A of this Form 10-K.
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COMPETITION.
As a member of the financial services industry, we are subject to substantial competition in all aspects of our business. A significant number of proprietary and other sponsors’ mutual funds are sold to the public by other investment management firms, broker-dealers, mutual fund companies, banks, and insurance companies. We compete with brokerage and investment banking firms, insurance companies, banks, mutual fund companies, hedge funds, and other financial institutions and funds in all aspects of our business and in every country in which we offer our advisory services. Some of these financial institutions have substantially greater resources than we do. We compete with other providers of investment advisory services primarily based on the availability and objectives of the investment products offered, investment performance, fees and related expenses, and the scope and quality of investment advice and other client services.
In recent years, we have faced significant competition from passive oriented investment strategies. As a result, such products have taken market share from active managers. While we cannot predict how much market share these competitors will gain, we believe there will always be demand for good active management.
In order to maintain and enhance our competitive position, we may review acquisition and venture opportunities and, if appropriate, engage in discussions and negotiations that could lead to the acquisition of a new equity or other financial relationship.
EMPLOYEES.
At December 31, 2019, we employed 7,365 associates, up 4.9% from the 7,022 associates employed at the end of 2018. We may add temporary and part-time personnel to our staff from time to time to meet periodic and special project demands, primarily for technology and mutual fund administrative services.
AVAILABLE INFORMATION.
Our Internet address is troweprice.com. We intend to use our website as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. These disclosures will be included in the Investor Relations section of our website, troweprice.gcs-web.com. We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act, available free of charge in this section of our website as soon as reasonably practicable after they have been filed with the SEC. In addition, our website includes the following information:
| • | our financial statement information from our periodic SEC filings in the form of XBRL data files that may be used to facilitate computer-assisted investor analysis; |
| • | corporate governance information including our governance guidelines, committee charters, senior officer code of ethics and conduct, and other governance-related policies; |
| • | other news and announcements that we may post from time to time that investors might find useful or interesting, including our monthly assets under management disclosure; and |
| • | opportunities to sign up for email alerts and RSS feeds to have information pushed in real time. |
Accordingly, investors should monitor this section of our website, in addition to following our press releases, SEC filings, and public webcasts, all of which will be referenced on the website. Unless otherwise expressly stated, the information found on our website is not part of this or any other report we file with, or furnish to, the SEC.
The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains the materials we file with the SEC at www.sec.gov.
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