T. Rowe Price International Index Fund, Inc. 333-44964/811-10063
T. Rowe Price International Series, Inc. 033-52171/811-07145
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. 333-136805/811-21919
T. Rowe Price Media & Telecommunications Fund, Inc. 333-27963/811-07075
T. Rowe Price Mid-Cap Growth Fund, Inc. 033-47806/811-6665
T. Rowe Price Mid-Cap Value Fund, Inc. 333-02993/811-07605
T. Rowe Price Multi-Sector Account Portfolios, Inc. 333-178660/811-22620
T. Rowe Price Multi-Strategy Total Return Fund, Inc. 333-218649/ 811-23261
T. Rowe Price New America Growth Fund, Inc. 002-99122/811-4358
T. Rowe Price New Era Fund, Inc. 002-29866/811-1710
T. Rowe Price New Horizons Fund, Inc. 002-18099/811-958
T. Rowe Price New Income Fund, Inc. 002-48848/811-2396
T. Rowe Price Personal Strategy Funds, Inc. 033-53675/811-07173
T. Rowe Price Prime Reserve Fund,Quantitative Management Funds, Inc. 002-54926/811-2603333-26323/811-08203
T. Rowe Price Real Assets Fund, Inc. 333-166395/811-22410
T. Rowe Price Real Estate Fund, Inc. 333-36137/811-08371
T. Rowe Price Reserve Investment Funds, Inc. 811-08279
T. Rowe Price Retirement Funds, Inc. 333-92380/811-21149
T. Rowe Price Science & Technology Fund, Inc. 033-16567/811-5299
T. Rowe Price Short-Term Bond Fund, Inc. 002-87568/811-3894
T. Rowe Price Small-Cap Stock Fund, Inc. 002-12171/811-696
T. Rowe Price Small-Cap Value Fund, Inc. 002-43237/811-2215
T. Rowe Price Spectrum Fund, Inc. 033-10992/811-4998
T. Rowe Price Strategic Income Fund,State Tax-Free Funds, Inc. 333-154155/811-22243033-06533/811-4521
T. Rowe Price Summit Funds, Inc. 033-50319/811-7093
T. Rowe Price Summit Municipal Funds, Inc. 033-50321/811-7095
T. Rowe Price Tax-Efficient Funds, Inc. 333-26441-811-08207333-26441/811-08207
T. Rowe Price Tax-Exempt Money Fund, Inc. 002-67029/811-3055
T. Rowe Price Tax-Free High Yield Fund, Inc. 002-94641/811-4163
T. Rowe Price Tax-Free Income Fund, Inc. 002-57265/811-2684
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. 002-87059/811-3872
T. Rowe Price Total Return Fund, Inc. 333-213574/811-23180
T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. 333-45018/811-10093
T. Rowe Price U.S. Large-Cap Core Fund, Inc. 333-158764/811-22293
T. Rowe Price U.S. Treasury Funds, Inc. 033-30531/811-5860
T. Rowe Price Value Fund, Inc. 033-54963/811-07209
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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Proxy Information May 11, 2018 | |
This proxy material concerns the: T. Rowe Price F | Dear Shareholder: We cordially invite you to attend |
The following matters will be considered and acted upon. More information on1. Elect four (4) directors for each proposal is included in the enclosed materials.Fund who have not been previously elected by shareholders;
·Proposal No. 1 - All Funds. Elect directors to serve on the Boards of the funds until the next annual meeting, if any, or until their successors are elected and qualified.
·Proposal No. 2 - Dividend Growth Fund, Equity Income Portfolio, Equity Index 500 Fund, Equity Index 500 Portfolio, Extended Equity Market Index Fund, Growth & Income Fund, Growth Stock Fund, International Growth & Income Fund. Change2. Amend the investment objectives of each of the funds.Communications & Technology, International Bond, and New Income Funds;
·Proposal No. 3 - Summit Municipal Income Fund and Summit Municipal Intermediate Fund. Eliminate certain fundamental investment restrictions.
·Proposal No. 4 - All Funds (other than Global Allocation Fund, Institutional Long Duration Credit Fund, Short-Term Reserve Fund, and the T. Rowe Price money market funds). Revise3. Amend the fundamental policy regarding commodities.on commodities of each of the Dividend Growth, Institutional High Yield, Institutional Large-Cap Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, Institutional Small-Cap Stock, New America Growth, and QM U.S. Small-Cap Growth Equity Funds, and the Emerging Markets Local Multi-Sector Account Portfolio;
· Transact any4. Amend the industry concentration policy of the Emerging Europe Fund;
5. Reclassify the diversification status of each of the Communications & Technology, Financial Services, Global Consumer, Global Industrials, Global Technology, Health Sciences, New Era, Real Estate, and Science & Technology Funds, and the Health Sciences from diversified to nondiversified; and
6. To transact such other business thatas may properly come before the meeting.Shareholder Meeting and any adjournments or postponements thereof.
Several
Since the T. Rowe Price Funds’ last joint shareholder meeting in 2013, several directors have retired, over the past few yearsone director recently passed away, and new directors have been added soto replace those who have retired. In conjunction with these changes and more long-term succession planning, it has become necessary to seek shareholder approval to elect Boardsfour directors for the funds.each Fund. If all proposed nominees are elected, each Fund’s board of directors (each a “Board,” and together, the “Boards”) will be composed of at least 75% independent directors and the same independent directors would serve on each fund’sFund’s Board. MostWith the exception of one proposed interested director, the directors standing for election already serve on the Boards of the T. Rowe Price Funds.
We are also taking thethis opportunity to seek shareholder approval to make changes to certain funds’Funds’ investment objectives and policies. You are being asked to vote on those proposals only if you own shares of those funds.Funds.
You are receiving these combined proxy materials for any fund(s)Fund(s) you own that are organized under Maryland law.own. We have combined all of the above proposals into this single proxy statement for the funds organized under Maryland law to reduce fundFund expenses associated with doing a separate
mailing mailings for each impacted fund. However, please note that this proxy statement pertains only to the T. Rowe Price Funds that are listed on the accompanying Notice of Annual Meeting. There are other T. Rowe Price Funds that are organized under Massachusetts law for which proxy materials have not been included. If you own shares of those funds, you will receive another letter and proxy statement in early September with instructions on how to vote your shares of those funds. Although the proposal to elect directors is common to all T. Rowe Price Funds, the funds organized in Maryland are permitted to send their proxy materials earlier, which affords more time to complete these administrative procedures.Fund.
We realize that it may be difficult for most shareholders to attend the meetingShareholder Meeting and vote their shares in person. However, we do need your vote in order to reach a quorum forat the Shareholder Meeting with respect to each fund.Fund. You can vote by mail,online, by telephone, or through the Internet,by mail, as explained in the enclosed materials. By voting promptly, you can help the fundsFunds that you own avoid the expense of additional mailings.
If you have any questions or would like additional information concerning the matters proposed for action at the meeting,Shareholder Meeting, please call one of our service representatives at 1-800-541-5910. Your participation in this vote is extremely important.
In closing, I would like to note that, after thirty years at T. Rowe Price, I will retire at the end of this year. Serving as the Chair of your mutual funds’ Boards for the last twelve years has been an honor and a privilege, and I look forward to remaining a fellow shareholder for many years to come.
As always, thank you for investing with T. Rowe Price.
Sincerely,
Edward C. Bernard
Chairman of the Board
Notice of AnnualJoint Special Meeting of Shareholders
T. Rowe Price | T. Rowe Price Funds |
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1. Elect four (4) directors for each T. Rowe Price Fund who have not previously been elected by shareholders; 2. Amend the investment objectives of each of the Communications & Technology, International Bond, and New Income Funds; 3. Amend the fundamental policy on commodities of each of the Dividend Growth, Institutional High Yield, Institutional Large-Cap Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, Institutional Small-Cap Stock, New America Growth, and QM U.S. Small-Cap Growth Equity Funds, and the Emerging Markets Local Multi-Sector Account Portfolio; 4. Amend the industry concentration policy of the Emerging Europe Fund; 5. Reclassify the diversification status of each of the Communications & |
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Only shareholders of record at the close of business on
SECRETARY |
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YOUR VOTE IS IMPORTANT |
Shareholders are urged to designate their choice on the matters to be acted upon by using one of the following three methods: 1. Vote · Read the proxy statement. · Go to the · Enter the control number found on your proxy card. · Follow the instructions using your proxy card as a guide. 2. Vote by telephone. · Read the proxy statement. · Call the toll-free number found on your proxy card. · Enter the control number found on your proxy card. · Follow the recorded instructions using your proxy card as a guide. 3. Vote by mail. · Date, sign, and return the enclosed proxy card in the envelope provided, which requires no postage if mailed in the United States.
Your prompt response will help |
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Annual Meeting of Shareholders — October 22, 2013
T. ROWE PRICE FAMILY OF FUNDS
(each a “fund” and collectively, the “funds” or “Price Funds”)
T. Rowe Price
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Joint Special Meeting of Shareholders—July 25, 2018
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PROXY STATEMENT
This proxy material concernsrelates to all of the mutual funds listed abovesponsored and managed by T. Rowe Price Associates, Inc. (each a “Fund,” and collectively, the “T. Rowe Price Funds” or the “Funds”). A complete list of the T. Rowe Price Funds is included in the Notice of Annual Meeting of Shareholders.Exhibit 1. This document provides you with the information you need in order to vote on the matters coming before the annualupcoming joint special meeting and is furnished in connection with the solicitation of proxies by the funds.Funds. If you have any questions, please feel free to call us toll-free,toll free at 1-800-541-5910.
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Who is asking for my vote?
The Boards of Directors (the(each, a “Board” and together, the “Boards”) of the funds, as well as the funds’ investment adviser, T. Rowe Price Associates, Inc. (“T. Rowe Price”), encourageFunds request that you to vote on the mattersproposals listed in the Notice of AnnualJoint Special Meeting of Shareholders.Shareholders, as applicable. The votes will be formally counted at the annual meetingJoint Special Meeting of Shareholders (the “Shareholder Meeting”) on Tuesday, October 22, 2013,Wednesday, July 25, 2018, and if the annual meetingShareholder Meeting is adjourned at any lateror postponed, on the date of the adjourned or postponed meeting. YouFund shareholders may vote in person at the annual meeting, by Internet,Shareholder Meeting, online, by telephone, or by returning youra completed proxy card in the prepaidpostage-paid envelope provided. Please doDetails can be found on the enclosed proxy insert. Do not mail the proxy card if you are voting by Internetonline or telephone.
Who is eligible to vote?
Shareholders of record at the close of business on July 24, 2013,April 26, 2018, (the “record date”) of each Fund are hereby notified of the Shareholder Meeting and are entitled to one vote for each full share and a proportionate vote for each fractional share of the fund(s)each Fund they held as of July 24, 2013.the record date. The Notice of AnnualJoint Special Meeting of Shareholders, the proxy card, and the proxy statement (or appropriate notice of where to access these materials) were first mailedProxy Statement began mailing to shareholders of record on August 2, 2013. In some cases, the funds may mail only one copyor about May 11, 2018. Shareholders of this proxy statementa Fund are entitled to households invote on each proposal with respect to that Fund and not with respect to any Fund of which more than one person in the household is a fund shareholder of record. If you need additional copies of this proxy statement or if youthey do not want the mailing of this proxy statement to be combined with those for other members of your household, please contact us at 1-800-541-5910.
Although the annual meeting will be held to elect directors/trustees for allown any shares as of the Price Funds, this proxy statement applies only to those funds that are organized as a Maryland corporation. There are other Price Funds that are organized as Massachusetts business trusts and not listed on the accompanying Notice of Annual Meeting of Shareholders. Proxy materials for the funds organized under Massachusetts law will be mailed separately to shareholders beginning on September 4, 2013. record date.
Under Maryland law, shares owned by two or more persons (whether as joint tenants, co-fiduciaries, or otherwise) will be voted as follows, unless a written instrument or court order providing to the contrary has been filed with the fund(s):a Fund: (1) if only one votes, that vote will bind all; (2) if more than one votes, the vote of the majority will bind all; and (3) if more than one votes and the vote is evenly divided, the vote will be cast proportionately.
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What are shareholders being asked to vote on?
At a meeting held on April 24, 2013,March 5, 2018, the Boards, of the funds, including a majority of the independent directors, unanimously approved submitting the following proposals to the shareholders of the Funds to be considered and acted upon:
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| Funds Affected |
1. | All |
2. | Communications & Technology, International Bond, and New Income Funds |
3. Amend the Fund’s fundamental policy on commodities; | Dividend Growth, |
4. Amend the Fund’s industry concentration policy; | Emerging Europe Fund |
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How can I get more information about the funds?Funds?
A copy of each fund’sFund’s most recent prospectus, annual and semiannual shareholder reports, and Statement of Additional Information (“SAI”) are available at no cost through troweprice.com;by visiting our website at troweprice.com/prospectus; by calling
1-800-541-5910; or by writing to T. Rowe Price, Three Financial Center, 4515 Painters Mill Road, Owings Mills, MDMaryland 21117. Please note that the prospectus and shareholder reports for the Multi-Sector Account Portfolios, Reserve Investment Funds, and Inflation Focused Bond Fund are not available through the T. Rowe Price web site.
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PROPOSAL NO. 1 — Election of Directors
ALL FUNDS
Why are directors being elected?
Under the Investment Company Act of 1940, as amended (the ““1940 Act”Act”), a certain percentage of each Fund’s Board must be elected by shareholders. Due to the retirement of several directors over the past few years and vacancies having been filled by actionthe recent passing of the Boards,one director, it has become necessary for the fundsFunds to hold a shareholder meeting in order to add any newelect directors. With the exception of one proposed interested director, David Oestreicher, each of the other proposed nominees presently serves as a director on the current Boards, but none of these proposed nominees have yet been elected by shareholders. The current directors or replace anythat are not being nominated for shareholder approval at the upcoming Shareholder Meeting were previously elected by each Fund’s shareholders at a shareholder meeting held on October 22, 2013. Each of these current directors.directors not being nominated, with the exception of Edward Bernard, will continue to serve on the Boards following the Shareholder Meeting. Mr. Bernard plans on retiring from T. Rowe Price Associates, Inc. on December 31, 2018. As a result, he will resign from his role as a director and Chairman of the Boards of all T. Rowe Price Funds at the conclusion of the Shareholder Meeting, subject to all the interested director nominees having been elected by shareholders. The Boards are in the process of further assessing long-term Board structure and succession planning. All of the presentcurrent Boards are composed of at least 75% independent directors and that will continue to be the case if the proposed nominees are elected.
If the entire slatesall proposed nominees are approved,elected, there will be ten independent directors and two interested directors on each fundFund’s Board. An important benefit of these elections is that the same independent directors/trusteesdirectors will serve on the Boards of all of the T. Rowe Price Funds. This approach is designed to provide effective governance by exposing the directors/trusteesdirectors to a wider range of business issues and market trends, allowing the directors/trusteesdirectors to better share their knowledge, background, and experience, and permitting the Boards to operate more efficiently, particularly with respect to matters common to all funds.Funds.
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What are the primary responsibilities of the Boards and how often do they meet?
The directors/trusteesdirectors are responsible for the general oversight of each fund’sFund’s business and for assuring that each fundFund is managed in the best interests of its shareholders. The directors/trusteesdirectors meet regularly to review a wide variety of matters affecting or potentially affecting the funds,Funds, including performance, investment programs, compliance matters, advisory fees and expenses, service providers, and business and regulatory affairs.
The Boards of the T. Rowe Price Funds held five regularly scheduled formal meetings during calendar year 2012. Each director/trustee attended 75% or more of the meetings of the Price2017. The Funds held in 2012. The funds are not required to hold an annual meetingmeetings of shareholders. Accordingly, no annual meeting of shareholders shall be held in any year in which it is not otherwise required to be held unless the Boards determine otherwise. If an annuala shareholder meeting to elect directors is held, the policy is that all nominee directors/trustees shoulddirectors are encouraged to attend, subject to availability. Although the Boards have direct responsibility over various matters (such as approval of advisory contracts and review of fundFund performance), each Board also exercises certain of its oversight responsibilities through several committees that it has established and which report back to the full Board.Boards. The Boards believe that a committee structure is an effective means to permit directors/trusteesdirectors to focus on particular operations or issues affecting the
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funds, Funds, including risk oversight. Each Board currently has three standing committees, a Committee of Independent Directors, a Joint Audit Committee, and an Executive Committee, which are described in greater detail in the following paragraphs.
The Committee of Independent Directors, which consists of all of the independent directors of the funds,Funds, is responsible for, among other things, seeking, reviewing and selecting candidates for election asto fill independent directors/trustees to filldirector vacancies on each fund’s Board. Anthony W. Deering, asFund’s Board; periodically evaluating the leadcompensation payable to the independent director,directors; and performing certain functions with respect to the governance of the Funds. The Lead Independent Director serves as chairman of the committee. Anthony W. Deering served as Lead Independent Director of each Board until he passed away on November 17, 2017. John G. Schreiber currently serves as the interim Lead Independent Director of each Board as the Boards assess long-term Board structure and succession planning. The committee will consider written recommendations from shareholders for possible nominees. Shareholders should submit their recommendationsnominees for independent directors. Nominees, like current directors, will be considered based on the ability to review critically, evaluate, question, and discuss information provided to them, to interact effectively with the Funds’ management and counsel and the various service providers to the secretaryFunds, and to exercise reasonable business judgment in the performance of their duties as directors. Nominees will be considered in light of their individual experience, qualifications, attributes, or
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skills. Nominees will also be considered based on their independence from T. Rowe Price and other principal service providers. Other than executive sessions in connection with Board meetings, the funds. The committeeCommittee of Independent Directors formally met five timesone time in 2012 in conjunction with the full Board.2017.
The Joint Audit Committee consists of only independent directors/ trustees.directors. The current members of the committee are AnthonyBruce W. Deering, Robert J. Gerrard, Jr., John G. Schreiber,Duncan, Paul F. McBride, Cecilia E. Rouse, and Mark R. Tercek. Mr. TercekDuncan serves as chairman of the committee.committee and is considered an “audit committee financial expert,” as defined by the Securities and Exchange Commission (the “SEC”). The Joint Audit Committee holds three regular meetings during each fiscal year. Two of the meetings include the attendance of the independent registered public accounting firm of the T. Rowe Price Funds as the Joint Audit Committee reviews: (1) the services provided; (2) the findings of the most recent audits; (3) management’s response to the findings of the most recent audits; (4) the scope of the audits to be performed; (5) the accountants’ fees; (6) the qualifications, independence, and (6)performance of the independent registered public accounting firm; and (7) any accounting valuation, tax, or compliance questions relating to particular areas of the T. Rowe Price Funds’ operations or the operations of parties dealing with the T. Rowe Price Funds, as circumstances indicate. A third meeting is devoted primarily to a review of the risk management program of the funds’Funds’ investment adviser. The Joint Audit Committee met three times in 2012.2017.
The Executive Committee, which consists of theeach Fund’s interested directors/trustees,directors, has been authorized by its respective Boardthe Boards to exercise all powers of the Boards of the fundsFunds in the intervals between regular meetings of the Boards, except for those powers prohibited by statute from being delegated. All actions of the Executive Committee must be approved in advance by one independent director/trusteedirector and reviewed after the fact by the full Board. The Executive Committee for each fundFund does not hold regularly scheduled meetings. The Executive Committee was not called upon to take any action on behalf of any fundsFunds during 2012.2017.
From time to time, the independent directors may create a special committee (“Special Committee”) comprised of independent directors, whose purpose is to review certain limited topics that require in-depth consideration outside of the Boards’ regular review. The Bank of New York Mellon (“BNY Mellon”) Special Committee was established in December 2014 to review matters relating to the transition of fund accounting services from T. Rowe Price to BNY Mellon and the proposed Fund Accounting Agreement between the T. Rowe Price Funds and BNY Mellon. The members of the BNY Mellon Special Committee are Robert J. Gerrard, Paul F. McBride (chair), and Cecilia E. Rouse. The BNY Mellon Special Committee met once during 2017. The Section 15(c) Special Committee was established in August 2015 to review
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matters relating to the outsourcing to Broadridge Financial Solutions of the advisory contract renewal reporting pursuant to Section 15(c) under the 1940 Act. The members of the Section 15(c) Special Committee are Robert J. Gerrard, Paul F. McBride (chair), and John G. Schreiber. The Section 15(c) Special Committee met once during 2017.
Like other mutual funds, the fundsFunds are subject to risks, including investment, compliance, operational, and valuation risks, among others. The Boards oversee risk as part of their oversight of the funds.Funds. Risk oversight is addressed as part of various Board and committee activities. The Board, directly or through its committees, interacts with and reviews reports from, among others, the investment adviser or its affiliates, the funds’Funds’ Chief Compliance Officer, the funds’Funds’ independent registered public accounting firm, legal counsel, and internal auditors for T. Rowe Price or
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its affiliates, as appropriate, regarding risks faced by the fundsFunds and the risk management programs of the investment adviser and certain other service providers. Also, the Joint Audit Committee receives periodic reports from members of the investment adviser’s Risk Management Oversight Committee on the significant risks inherent to the adviser’s business, including aggregate investment risks, reputational risk, business continuity risk, technology and cyber-security risk, and operational risk. As of each Fund’s last fiscal year end, each director attended at least 75% of the aggregate meetings of the Board and any committees on which he or she served, with the exception of Mr. Tercek with respect to Funds with a fiscal year end of December 31, 2017 or February 28, 2018. Please see Exhibit 1 for each Fund’s fiscal year end. Although Mr. Tercek did not attend at least 75% of the aggregate meetings of the Boards and any committees on which he served for the Price Funds with fiscal years ending December 31, 2017 and February 28, 2018, Mr. Tercek did attend at least 75% of the aggregate meetings of the Boards and the committees on which he served for all other Price Funds. His absences during the meetings held in fiscal years ended December 31, 2017 and February 28, 2018 were due to short-term conflicts relating to other commitments.
The actual day-to-day risk management functions with respect to the fundsFunds are subsumed within the responsibilities of the investment adviser, its affiliates that serve as investment sub-advisers to the funds,Funds, and other service providers (depending on the nature of the risk) that carry out the funds’Funds’ investment management and business affairs. Although the risk management policies of T. Rowe Price and its affiliates, and the funds’Funds’ other service providers, are reasonably designed to be effective, those policies and their implementation vary among service providers over time, and there is no guarantee that they will always be effective. NotAn investment in a T. Rowe Price Fund may be negatively impacted because of the operational risks arising from factors such as processing errors and human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in
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personnel and errors caused by third party service providers or trading counterparties. Although the Funds attempt to minimize such failures through controls and oversight, it is not possible to identify all of the operational risks that may affect a Fund or to develop processes and controls that completely eliminate or mitigate the funds canoccurrence of such failures. A Fund and its shareholders could be identified.negatively impacted as a result. Processes and controls developed may not eliminate or mitigate the occurrence or effects of all risks, and some risks may be simply beyond any control of the funds,Funds, T. Rowe Price and its affiliates, or other service providers.
In addition to the Boards and the three standing committees, the directors/trustees have established a Fixed Income Advisory Board with respect to the domestic fixed income Price Funds. The Advisory Board is composed of Robert J. Gerrard, Jr. and Cecilia E. Rouse. Advisory Board members serve in a consultative capacity to the Board of each of the domestic fixed income Price Funds and, in doing so, participate in Board discussions and review Board materials relating to the domestic fixed income Price Funds. However, Advisory Board members are not eligible to vote on any matter presented to the Boards of the domestic fixed income Price Funds and have no power to act on behalf of or bind the directors or any committee of the Board. It should be noted that the relevant Boards have decided to terminate the Fixed Income Advisory Board once the necessary votes are obtained at the annual shareholder meeting, and any adjournments thereto, to elect Mr. Gerrard and Dr. Rouse as directors/trustees of the domestic fixed income Price Funds as well.
If a shareholder wishes to send a communication to any of the Boards, or to a specified director/trustee,director, the communication should be submitted in writing to Patricia B. Lippert,Darrell Braman, Secretary of the T. Rowe Price Funds, 100 East Pratt Street, Baltimore, MD 21202, who will forward such communication to the directors/trustees.directors.
Who are the nominees for director?directors and director nominees?
The Boards have proposed the slate of persons listed below and in the tables that follow for election as director, each to hold office until the next annual meeting (if any), retirement, or resignation, or until his or her successor is duly elected and qualified. Shareholders are being asked to elect the directors of their respective fund(s)Fund(s) only.
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A shareholder using the enclosed proxy card, or voting by telephone or Internet,online, can vote for all or any of the nominees or withhold his or her vote from all or any of such nominees. If the proxy card is properly executed but unmarked, or a telephone or Internetonline vote is submitted without an election, it will be voted for all of the nominees. Each of the nominees has agreed to serve as a director if elected; however, should any nominee become unable or unwilling to accept nomination or election, the persons named in the proxy will exercise their voting power in favor of such other person or persons as the Boards may recommend. There are no family relationships among these nominees.
Independent Directors/Trustees.Directors William R. Brody, AnthonyTeresa Bryce Bazemore, Ronald J. Daniels, Bruce W. Deering, Donald W. Dick,Duncan, Robert J. Gerrard, Jr., Karen N. Horn,Paul F. McBride, Cecilia E. Rouse, John G. Schreiber, and Mark R. Tercek currently serve as independent directors/trusteesdirectors to all of the Price Funds. Robert J. Gerrard, Jr. and Cecilia E. Rouse currently serve as independent directors/trustees to all of the Price Funds, other than the domestic fixed incomeT. Rowe Price Funds. Shareholders are being asked to elect all of these current independent directors/trusteesTeresa Bryce Bazemore and Ronald J. Daniels to the Boards of all the T. Rowe Price Funds. Shareholders are also being asked to elect Bruce W. Duncan, andRobert J. Gerrard, Jr., Paul F. McBride, neither of whom currently serves as independent director/trustee to any ofCecilia E. Rouse, John G. Schreiber, and Mark R. Tercek were elected by the Price Funds, to the Boardsshareholders of all the Price Funds.
Theo C. Rodgers, an independent director/trustee of the Price Funds since 2005, is retiring from the Boardsin 2013 and willare therefore not be standing for reelection.shareholder election at this time.
Interested Directors/Trustees.Directors Interested directors/trusteesdirectors are considered as such because of their relationships with T. Rowe Price and its affiliates. They are also shareholders of T. Rowe Price Group, Inc., the parent company of the funds’ Funds’
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investment adviser. Edward C. Bernard currently serves as interested director/trusteedirector and Chairman of the Board for all of the T. Rowe Price Funds. Michael C. GitlinMr. Bernard plans to retire from T. Rowe Price on December 31, 2018, and step down as a director and Chairman of the Boards assuming the election of all interested director nominees, with such resignation to occur at the conclusion of the upcoming July 25th meeting of the Boards. Edward A. Wiese currently serves as interested director/trusteedirector for all of the domestic fixed income Price Funds. Brian C. RogersRobert W. Sharps currently serves as interested director/trusteedirector for the asset allocation Price Fundsdomestic equity and most of the equity Priceinternational Funds.
Shareholders are being asked to elect Mr. BernardWiese to continue serving on the Boards of domestic fixed income Funds and to elect Mr. Sharps to continue serving on the Boards of the domestic equity and international Funds. Shareholders are also being asked to elect David Oestreicher to begin serving as an interested director on the Boards of all of the Price Funds, to elect Mr. Gitlin to each of the Boards of the Price Funds on which he currently serves, and to elect Mr. Rogers to each of the Boards of the Price Funds on which he currently serves as well as those Boards on which John H. Laporte currently serves.
Mr. Laporte, an interested director/trustee of certain equity Price Funds since 1985, is retiring from T. Rowe Price andFunds. Mr. Bernard will resign as director upon the Boards and will not be standing for reelection.election of Mr. Oestreicher to ensure that each Board has only two interested directors.
Each director’s/nominee’s experience, qualifications, attributes, or skills, on an individual basis and in combination with those of the other directors and nominees, hashave led to the conclusion that each director/nominee should serve on the Boards of the T. Rowe Price Funds. Attributes common to all directors/ nominees include the ability to review critically, evaluate, question, and discuss information provided to them, to interact effectively with the funds’Funds’ management and counsel and
PAGE 11
the various service providers to the funds,Funds, and to exercise reasonable business judgment in the performance of their duties as director. In addition, the actual service and commitment of the current directors during their tenure on the funds’Funds’ Boards is taken into consideration in concluding that each should continue to serve. A director’sdirector’s/nominee’s ability to perform his or her duties effectively may have been attained through his or her educational background or professional training; business, consulting, public service, or academic positions; experience from service as a director of the T. Rowe Price Funds, public companies, or non-profit entities, or other organizations; or other experiences.
Each director/nominee brings a diverse perspective to the Boards. SomeEach director’s/nominee’s mailing address is 100 E. Pratt Street, Baltimore, MD 21202.
Set forth below is a brief discussion of the specific experience, qualifications, and attributes, or skills of each director or director nominee that led to the conclusion that each nomineehe or she should serve (or continue to serve) as director/trustee are set forth below.a director.
Edward C. Bernard (not standing for election) has been an interested director/trustee,director and Chairman of the Board of all the T. Rowe Price Funds for the past 7 years.since 2006. Mr. Bernard has more than 25 years of experience in the investment management industry, all of which have been with T. Rowe Price. In addition to his responsibilities with T. Rowe Price and the T. Rowe Price Funds,
PAGE 11
Mr. Bernard served as chairman (from 2009 to 2011) and is currently the vice chairman of the boardBoard of governorsGovernors of the Investment Company Institute (“ICI”), the national trade association for the mutual fund industry. Mr. Bernard plans to retire from T. Rowe Price on December 31, 2018 and step down as a director and Chairman of the Boards at the conclusion of the upcoming July 25th meeting of the Boards.
William R. BrodyTeresa Bryce Bazemore (standing for election) has more than 25 years of experience as a senior executive in the mortgage banking field, including building both mortgage insurance and services businesses. From July 2008 through April 2017, Ms. Bazemore served as the President of Radian Guaranty where she oversaw the strategic planning, business development, and operations of the mortgage insurance business line. Prior to Radian Guaranty, she was Senior Vice President, General Counsel, and Secretary for Nexstar Financial Corporation, and General Counsel of the mortgage banking line of business at Bank of America. Ms. Bazemore currently serves on the Board of Directors of the Federal Home Loan Bank of Pittsburgh and of Chimera Investment Corporation. She has been an independent director/trusteedirector of the T. Rowe Price Funds since January 2018.
Ronald J. Daniels (standing for election) is the past 4 years. Dr. Brody14th president of Johns Hopkins University, a position he has held since 2009. In that role, he serves as the chair of the Executive Committee of Johns Hopkins Medicine and is a professor in the Department of Political Science. Previously, he was provost and professor of law at the University of Pennsylvania and dean and James M. Tory Professor of Law at the University of Toronto. He has been an independent director of the T. Rowe Price Funds since January 2018.
Bruce W. Duncan (not standing for election) has substantial experience in the public healthfield of commercial real estate. He currently serves as chairman of the Board of First Industrial Realty Trust, and research fields, as well as academia. He previouslyhe served as Presidentpresident until September 2016 and chief executive officer until December 2016. In May 2016, Mr. Duncan became a member of the Johns Hopkins University, as well as on the boardsBoard and Compensation Committee of John Hopkins University, Johns Hopkins Health System, Salk Institute for Biological Studies, IBM, and Novartis.Boston Properties. He has also served on the boards of a number of other private companies and non-profit entities, including Kool Smiles, Novamed, Stanford University, and the Commonwealth Fund, which funds health services research.
Anthony W. Deering has been an independent director/trusteedirector of the T. Rowe Price Funds for more than 30 years. He currently serves as the lead independent director/trustee and assince October 2013. In September 2014, he became a member of the Joint Audit Committee. Mr. Deering brings a wealth of financial servicesCommittee and, investment management experience toin July 2017, he became the Boards. He is the former chair and chief executive officerchairman of the Rouse Companycommittee. In September 2016, Mr. Duncan became a member of the Board and has also served onFinance Committee of Marriott International, Inc. In October 2017, Mr. Duncan became a member of the boardsboard of governors of the ICI and a numbermember of public companies, including Deutsche Bank North America, Vornado Realty Trust, Mercantile Bank, and Under Armour. He has also served on the boardsgoverning board of the Independent Directors Council, a numbernational association for mutual fund independent directors that is part of private companies and non-profit entities, including the Investment Company Institute, Baltimore Museum of Art, Parks & People Foundation, The Rouse Company Foundation, and The Charlesmead Foundation among others.ICI.
Donald W. Dick,Robert J. Gerrard, Jr., (not standing for election) has been an independent director/trusteedirector of certain T. Rowe Price Funds since 2012 (and all T. Rowe Price Funds since October 2013) and served as a chairman of the Price Funds for more than 30 years. He has significant investment and business experience from serving as a principal in a private equity firmJoint Audit
PAGE 12
and has previously served on the boards of manufacturing, construction, publishing and advertising companies in the U.S. and Europe.
Bruce W. Duncan has substantial experience in the fields of commercial real estate and property management. He currently serves as chief executive officer and director of First Industrial Realty Trust and has held a variety of senior roles and board positions with Starwood Hotels & Resorts.
Robert J. Gerrard, Jr. became an independent director/trustee of certain Price Funds in May 2012 and currently serves as a member of the Joint Audit Committee.Committee until July 2017. He has substantial legal and business experience in the industries relating to communications and interactive data services. He has served on the boardBoard and compensation committeeCompensation Committee for Syniverse Holdings and as general counsel to Scripps Networks.
Michael C. Gitlin has been an interested director/trustee of certain fixed income Price Funds for the past three years. He has served as the Director of Fixed Income for T. Rowe Price since 2009. He joined T. Rowe Price in 2007, where he initially served as the Global Head of Trading until becoming the Director of Fixed Income. Prior to joining T. Rowe Price, he held several roles in the securities industry, including Head of U.S. Equity Sales at Citigroup Global Markets.
Karen N. Horn has been an independent director/trustee of the Price Funds for the past 10 years. Ms. Horn has substantial experience in the financial services industry and the arts. She is a limited partner and senior managing director of Brock Capital Group, and has served on the boards of a number of public companies, including Eli Lilly, Simon Property Group, the Federal National Mortgage Association, and Norfolk Southern. She has also served on the boards of a number of private companies and non-profit entities, including the National Bureau of Economic Research, Council on Foreign Relations, and the Florence Griswold Museum.
Paul F. McBride (not standing for election) has served in various management and senior leadership roles with the Black & Decker Corporation and General Electric Company. He led businesses in the materials, industrial, and consumer durable segments. He alsosegments, and has significant global experience. He has served on the boardsBoards of a number of private and non-profitnonprofit entities, including Vizzia Technologies, Dunbar Armored, Vizzia Technologies, Gilman School, and Living Classrooms Foundation.
Brian C. RogersFoundation, and Bridges Baltimore. He has been an interested director/trusteeindependent director of certainthe T. Rowe Price Funds since October 2013 and, in September 2014, he became a member of the Joint Audit Committee.
David Oestreicher (standing for more than 20 years. Mr. Rogers haselection)is the chief legal counsel for T. Rowe Price and a member of the firm’s management committee. David serves as a member of the ICI Mutual Insurance Company Board of Governors, a member of its executive committee and chairman of its risk management committee. He also serves as a director on the Board of the Investment Adviser Association and previously served in a varietyas the chairman of senior leadership roles sinceits legal and regulatory committee. In addition, he previously served as the chairman of the international committee of the ICI. Before joining T. Rowe Price in 1982. Prior to that, he1997, Mr. Oestreicher was employed by Bankers Trust Company. In addition to his various offices heldspecial counsel in the Division of Market Regulation with the SEC.
Cecilia E. Rouse (not standing for election) has been an independent director of certain T. Rowe Price Funds since 2012 (and all T. Rowe Price Funds since October 2013) and its affiliates, he serves as the portfolio manager of the Equity Income Fund and Equity Income Portfolio, and asbecame a member of the T. Rowe Price Asset Allocation Committee.
Cecilia E. Rouse became an independent director/trustee of certain Price FundsJoint Audit Committee in May 2012.September 2014. Dr. Rouse has extensive experience in the fields of
PAGE 13
higher education and economic research. She has served in a variety of roles at Princeton University, including as a dean, professor, and leader of economic research.research in labor economics. She has also served on the boardBoard of the National Bureau of Economic Research and MDRC, a non-profitnonprofit education and social policy organization dedicated to improving programs and policies that affect the poor, and as a member of numerous entities, including the American Economic Association, National Bureau of Economic Research, National Academy of Education, and the Association of Public Policy and Management Policy Council.
John G. Schreiber (not standing for election) has been an independent director/trusteedirector of the T. Rowe Price Funds for more than 20 years and currently servesserved as a member of the Joint Audit Committee.Committee until September 2015. He currently serves as the interim Lead Independent Director. He has significant experience investing in real estate transactions and brings substantial financial services and investment management experience to the boards.Boards. He is the Presidentpresident of
PAGE 13
Centaur Capital Partners, Inc. and is a Partnerretired partner and Co-Foundercofounder of Blackstone Real Estate Advisors. He previously served as Chairmanchairman and CEOchief executive officer of JMB Urban Development Co. and Executive Vice Presidentexecutive vice president of JMB Realty Corporation. Mr. Schreiber currently serves on the boardsBoards of JMB Realty Corporation, General Growth Properties,Brixmor Property Group, Hilton Worldwide, and Blackstone Mortgage Trust,is a trustee of Loyola University of Chicago, and is a past boardBoard member of Urban Shopping Centers, Inc., Host Hotels & Resorts, Inc., The Rouse Company, andGeneral Growth Properties, AMLI Residential Properties Trust.Trust, Blackstone Mortgage Trust, Invitation Homes, and Hudson Pacific Properties.
Robert W. Sharps (standing for election) has been an interested director of the domestic equity and international T. Rowe Price Funds since April 2017. Mr. Sharps served as the co-head of Global Equities at T. Rowe Price until February 2018, at which point he became the Head of Investments. He has served as the Group Chief Investment Officer for T. Rowe Price since April 2017. He is also a member of the T. Rowe Price Management Committee, Management Compensation Committee, International Steering Committee, Equity Steering Committee, Asset Allocation Committee, and Product Strategy Committee. Prior to joining T. Rowe Price in 1997, Mr. Sharps was a senior consultant at KPMG Peat Marwick. In addition to his various offices held with T. Rowe Price and its affiliates, Mr. Sharps is a Chartered Financial Analyst.
Mark R. Tercek (not standing for election) has been an independent director/trusteedirector of the T. Rowe Price Funds for the past four years and currently servessince 2009. Mr. Tercek served as chairman of the Joint Audit Committee.Committee until September 2014 and served as a member of the committee since July 2017. He brings substantial financial services experience to the boards.Boards. He was a managing director of Goldman Sachs and is currently president and chief executive officer of The Nature Conservancy.
Edward A. Wiese (standing for election) has been an interested director of the domestic fixed income T. Rowe Price Funds since 2015. Mr. Wiese is a Chartered Financial Analyst with over 30 years of investment experience, all of which have been with T. Rowe Price. He currently serves as the director of fixed income for T. Rowe Price and as the chairman of the T. Rowe Price Fixed Income Steering Committee, and served as a portfolio manager for various short-term bond and low duration domestic bond strategies until December 2016.
The following table entitled “Nominees for Election as Independent Director”“Independent Directors / Nominees” provides biographical information for the nominated independent directors, including those who have been nominated for election as an independent director, along with their principal occupation(s) during the past five years and any directorships of public companies and other investment companies. The directors of the fundsFunds believe it is important to have an investment in the T. Rowe Price Funds. Directors are expected to invest the equivalent of at least one year of their directors’ fees in the T. Rowe Price Funds and new directors are given at
PAGE 14
least three years to reach this threshold. The nomineesdirectors allocate their investments among the T. Rowe Price Funds based on their own investment objectives. Accordingly, the table also shows their ownership in the fundsFunds on which they currently serve or to which they are being nominated to serve as director, as well as their total ownership in all of the T. Rowe Price Funds. The table entitled “Nominees for Election as Interested Director”“Interested Directors / Nominees” provides similar information, except the information pertains to the interested directors, including those who have been nominated for election as an interested directors.director.
PAGE 14
| |||
Name, Year of Birth, | Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of | Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds | |
President, Chimera Investment Corporation (2017 to present); |
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Blue Chip Growth
|
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|
Ronald J. Daniels, 1959 Director / Nominee of all T. Rowe Price Funds (191 portfolios) President, The Johns Hopkins University(b) and Professor, Political Science Department, The Johns Hopkins University (2009 to present) Lyndhurst Holdings (2015 to present) | None | None | None |
PAGE 15
| |||
Name, Year of Birth, | Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of | Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds | |
Bruce W. Duncan, 1951
Starwood |
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PAGE 16
| ||||
Name, Year of Birth, | Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of | Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds | ||
None |
Capital Appreciation Capital Opportunities Communications & Technology Dividend Growth Emerging Europe Emerging Markets Bond Emerging Markets Stock Emerging Markets Value Stock European Stock Financial Services Floating Rate Fund—I Class Global Stock Global Technology Growth Stock Health Sciences International Discovery International Stock Japan Latin America Mid-Cap Growth Fund—Advisor Class New America Growth New Horizons Personal Strategy Balanced Personal Strategy Growth QM U.S. Small & Mid-Cap Core Equity Retirement 2020 |
Retirement 2035 Retirement 2060 Science & Technology Small-Cap Stock Small-Cap Value U.S. Large-Cap Core |
Over $100,000 $50,001–$100,000 Over $100,000 $10,001–$50,000 $10,001–$50,000 $1–$10,000 $10,001–$50,000 $10,001–$50,000 $1–$10,000 $50,001–$100,000 $10,001–$50,000 $10,001–$50,000 Over $100,000 $50,001–$100,000 $50,001–$100,000 $10,001–$50,000 $10,001–$50,000 $10,001–$50,000 $1–$10,000 Over $100,000 $10,001–$50,000 Over $100,000 $50,001–$100,000 $50,001–$100,000 $10,001–$50,000 $50,001–$100,000 $50,001–$100,000 $10,001–$50,000 $10,001–$50,000 $10,001–$50,000 $50,001–$100,000 $50,001–$100,000 $1–$10,000 $10,001–$50,000 | Over $100,000 |
Paul F. McBride, 1956
None | Capital Appreciation Health Sciences New America Growth Real Estate Tax-Free High Yield |
Over $100,000 |
| |
PAGE 17
| ||||
Name, Year of Birth, | Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of | Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds | ||
Cecilia E. Rouse, Ph.D., 1963
Dean, Woodrow Wilson School (2012 to present); Professor and Researcher, Princeton University (1992 to present); None | Personal Strategy Balanced |
|
Over $100,000 | Over $100,000 |
PAGE 18
| |||
Name, Year of Birth, | Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of | Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds | |
PAGE 18
John G. Schreiber, 1946
Owner/President, Centaur Capital Partners, Inc., a real estate investment company (1991 to present); Cofounder, Partner, and | Blue Chip Growth Cash Reserves Emerging Markets Stock GNMA Government Money Growth & Income High Yield Japan Latin America New Era New Income
Short-Term Bond
Summit Municipal Income Summit Municipal Intermediate Summit Municipal Money
U.S. Treasury Intermediate U.S. Treasury Long-Term U.S. Treasury Money Value Fund—I Class |
Over $100,000
Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 $ Over $100,000 Over $100,000 Over $100,000 $1–$10,000
|
| |
Mark R. Tercek, 1957
President and Chief Executive Officer, The Nature Conservancy (2008 to present) None |
|
|
Over $100,000 | Over $100,000 |
*(a) Holdings of Price Funds areinformation for Ms. Bazemore is as of 7/8/2013.February 28, 2018.
(b) William J. Stromberg, President and Chief Executive Officer of T. Rowe Price Group, Inc. (the parent company of the T. Rowe Price Funds’ investment adviser), has served on the Board of Trustees of Johns Hopkins University since 2014 and is a member of the Johns Hopkins University’s Board’s Compensation Committee.
PAGE 19
| |||
Name, Year of Birth, | Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of | Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds | |
Edward C. Bernard, 1956
Director and Vice President, T. Rowe Price Associates, Inc.; Vice Chairman of the Board, Director, and Vice President, T. Rowe Price Group, Inc.; Chairman of the Board, Director, and Vice President, T. Rowe Price Investment Services, Inc. and T. Rowe Price Services, Inc.; Chairman of the Board and Director, T. Rowe Price Retirement Plan Services, Inc. None | Capital Appreciation Cash Reserves Emerging Markets Stock Equity Income Global Stock
Growth Stock High Yield Institutional Global Focused Growth Equity Institutional Mid-Cap Equity Growth Institutional Small-Cap Stock Intermediate Tax-Free High Yield Fund—I Class International Discovery International Stock New Asia New Asia Fund—I Class New Horizons
Retirement 2055 Science & Technology Science & Technology Fund—I Class Short-Term Bond Fund—I Class Small-Cap Stock Fund—I Class Small-Cap Value Spectrum Growth Spectrum Income Spectrum International Summit Tax-Free Short-Intermediate Fund—I Class Total Equity Market Index U.S. Treasury Money |
Over $100,000 $
Over $100,000 Over $100,000 $ Over $100,000 Over $100,000 $ Over $100,000 $10,001–$50,000 $ $
$ Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 $50,001–$100,000 Over $100,000 $10,001–$50,000
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PAGE 20
| |||
Name, Year of Birth, | Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of | Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds | |
Director/
Vice President, all T. Rowe Price Funds Chief None | Equity Income Government Money Health Sciences Fund—I Class Institutional High Yield Institutional Small-Cap Stock Institutional Global Focused Growth Equity New America Growth Fund—I Class New Asia Fund—I Class Retirement 2025 Retirement 2030 Retirement 2035 Science & Technology U.S. Treasury Money | $10,001–$50,000 Over $100,000 Over $100,000 $50,001–$100,000 Over $100,000 $10,001–$50,000 Over $100,000 $10,001–$50,000 $10,001–$50,000 $10,001–$50,000 $50,001–$100,000 Over $100,000 $10,001–$50,000 | Over $100,000 |
Robert W. Sharps, 1971 Director/Nominee of domestic equity and international T. Rowe Price Funds (135 portfolios) Vice President, T. Rowe Price Associates, Inc., T. Rowe Price Group, Inc., and T. Rowe Price Trust Company President, Equity Series and Institutional Equity Funds; Vice President, Blue Chip Growth Fund, Growth Stock Fund, Institutional International Funds, International Funds, Multi-Strategy Total Return Fund, New America Growth Fund, Personal Strategy Funds, Retirement Funds, and Spectrum None |
Cash Reserves Credit Opportunities Dividend Growth Financial Services Fund—I Class Floating Rate Fund—I Class Global Allocation Global Real Estate Fund—I Class Government Money Health Sciences Fund—I Class High Yield Institutional Global Focused Growth Equity Institutional Large-Cap Growth Institutional Mid-Cap Equity Growth Institutional Small-Cap Stock Latin America Fund—I Class Maryland Short-Term Tax-Free Bond Maryland Tax-Free Bond Maryland Tax-Free Money New America Growth Fund—I Class New Asia Fund—I Class Spectrum Growth Tax-Free High Yield U.S. Treasury Money Ultra Short-Term Bond | Over $100,000 Over $100,000 Over $100,000 Over $100,000 $50,001–$100,000 Over $100,000 Over $100,000 $10,001–$50,000 $1–$10,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 $10,001–$50,000 Over $100,000 Over $100,000 $1–$10,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 | Over $100,000 |
PAGE 21
Interested Directors / Nominees | |||
Name, Year of Birth, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies | Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017 | Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017 | |
Edward A. Wiese, 1959 Director/Nominee of domestic fixed income T. Rowe Price Funds (56 portfolios) Vice President, T. Rowe Price Associates, Inc., T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company President, Fixed Income Series, High Yield Fund, and Multi-Sector Account Portfolios
| Cash Reserves Dynamic Global Bond Emerging Markets Bond Global High Income Bond Global Stock
Government Money Health Sciences Institutional Floating Rate International Stock
New
Science & Technology Science & Technology Fund—Advisor Class Short-Term Bond Short-Term Bond Fund—I Class Spectrum
|
Over $100,000
Over $100,000
$ $10,001–$50,000 $10,001–$50,000 Over $100,000 $50,001–$100,000
Over $100,000 |
|
Some nominees have served as a director of the Price Funds for more than 20 years, including as members and/or chairs of the Boards’ standing committees. PAGE 22
The following table entitled “Term of T. Rowe Price Funds Directorship” shows the year from which each nominatedcurrent director has served on each fund’sFund’s Board (or that of the corporation of which the fundFund is a part). Please note that Messrs. Duncan and McBride areMr. Oestreicher is not shown in the table because they dohe does not currently serve on the Board of any T. Rowe Price Fund.
PAGE 21Term of T. Rowe Price Funds Directorship
Term of Price Funds Directorship | |||||||||||
T. Rowe Price Corporation | Brody | Deering | Dick | Gerrard | Horn | Rouse | Schreiber | Tercek | Bernard | Gitlin | Rogers |
Balanced | 2009 | 2001 | 1991 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Blue Chip Growth | 2009 | 2001 | 1993 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Capital Opportunity | 2009 | 2001 | 1994 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | — |
Corporate Income | 2009 | 1995 | 2001 | — | 2003 | — | 1995 | 2009 | 2006 | 2010 | — |
Diversified Mid-Cap Growth | 2009 | 2003 | 2003 | 2012 | 2003 | 2012 | 2003 | 2009 | 2006 | — | — |
Diversified Small-Cap Growth | 2009 | 2001 | 1997 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | — |
Dividend Growth | 2009 | 2001 | 1992 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Equity Series | 2009 | 2001 | 1994 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | — |
Financial Services | 2009 | 2001 | 1996 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Fixed Income Series | 2009 | 1994 | 2001 | — | 2003 | — | 1994 | 2009 | 2006 | 2010 | — |
Floating Rate | 2011 | 2011 | 2011 | — | 2011 | — | 2011 | 2011 | 2011 | 2011 | — |
Global Allocation | 2013 | 2013 | 2013 | 2013 | 2013 | 2013 | 2013 | 2013 | 2013 | — | 2013 |
Global Real Estate | 2009 | 2008 | 2008 | 2012 | 2008 | 2012 | 2008 | 2009 | 2008 | — | 2008 |
Global Technology | 2009 | 2001 | 2000 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Growth & Income | 2009 | 2001 | 1982 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Growth Stock | 2009 | 2001 | 1980 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Health Sciences | 2009 | 2001 | 1995 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | — |
High Yield | 2009 | 1984 | 2001 | — | 2003 | — | 1992 | 2009 | 2006 | 2010 | — |
Index Trust | 2009 | 2001 | 1994 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
PAGE 22
Term of Price Funds Directorship | |||||||||||
T. Rowe Price Corporation | Brody | Deering | Dick | Gerrard | Horn | Rouse | Schreiber | Tercek | Bernard | Gitlin | Rogers |
Inflation Focused Bond | 2009 | 2006 | 2006 | — | 2006 | — | 2006 | 2009 | 2006 | 2010 | — |
Inflation Protected Bond | 2009 | 2002 | 2002 | — | 2003 | — | 2002 | 2009 | 2006 | 2010 | — |
Institutional Equity | 2009 | 2001 | 1996 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Institutional Income | 2009 | 2002 | 2002 | — | 2003 | — | 2002 | 2009 | 2006 | 2010 | — |
Institutional International | 2009 | 1991 | 1989 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
International | 2009 | 1991 | 1988 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
International Index | 2009 | 2000 | 2000 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
International Series | 2009 | 1994 | 1994 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Media & Telecommunications | 2009 | 2001 | 1997 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Mid-Cap Growth | 2009 | 2001 | 1992 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Mid-Cap Value | 2009 | 2001 | 1996 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Multi-Sector Account Portfolios | 2012 | 2012 | 2012 | — | 2012 | — | 2012 | 2012 | 2012 | 2012 | — |
New Era | 2009 | 2001 | 1994 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
New Horizons | 2009 | 2001 | 1994 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | — |
New Income | 2009 | 1980 | 2001 | — | 2003 | — | 1992 | 2009 | 2006 | 2010 | — |
Personal Strategy | 2009 | 2001 | 1994 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Prime Reserve | 2009 | 1979 | 2001 | — | 2003 | — | 1992 | 2009 | 2006 | 2010 | — |
Real Assets | 2010 | 2010 | 2010 | 2012 | 2010 | 2012 | 2010 | 2010 | 2010 | — | 2010 |
Real Estate | 2009 | 2001 | 1997 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Corporation | Bazemore | Bernard | Daniels | Duncan | Gerrard | McBride | Rouse | Sharps | Schreiber | Tercek | Wiese |
Balanced Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Blue Chip Growth Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Capital Appreciation Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Capital Appreciation & Income Fund | 2018 | 2017 | 2018 | 2017 | 2017 | 2017 | 2017 | 2017 | 2017 | 2017 | — |
Capital Opportunity Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Communications & Technology Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Corporate Income Fund | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1995 | 2009 | 2015 |
Credit Opportunities Fund | 2018 | 2014 | 2018 | 2014 | 2014 | 2014 | 2014 | — | 2014 | 2014 | 2015 |
Diversified Mid-Cap Growth Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2003 | 2009 | — |
Dividend Growth Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Equity Income Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Equity Series | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Financial Services Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Fixed Income Series | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1994 | 2009 | 2015 |
Floating Rate Fund | 2018 | 2011 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 2011 | 2011 | 2015 |
Global Allocation Fund | 2018 | 2013 | 2018 | 2013 | 2013 | 2013 | 2013 | 2017 | 2013 | 2013 | — |
Global Multi-Sector Bond Fund | 2018 | 2008 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 2008 | 2009 | 2015 |
Global Real Estate Fund | 2018 | 2008 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2008 | 2009 | — |
Global Technology Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
GNMA Fund | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Government Money Fund | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Growth & Income Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Growth Stock Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
PAGE 23
Term of Price Funds Directorship | |||||||||||
T. Rowe Price Corporation | Brody | Deering | Dick | Gerrard | Horn | Rouse | Schreiber | Tercek | Bernard | Gitlin | Rogers |
Reserve Investment | 2009 | 1997 | 2001 | — | 2003 | — | 1997 | 2009 | 2006 | 2010 | — |
Retirement | 2009 | 2002 | 2002 | 2012 | 2003 | 2012 | 2002 | 2009 | 2006 | — | 2006 |
Science & Technology | 2009 | 2001 | 1994 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | — |
Short-Term Bond | 2009 | 1983 | 2001 | — | 2003 | — | 1992 | 2009 | 2006 | 2010 | — |
Small-Cap Stock | 2009 | 2001 | 1992 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | — |
Small-Cap Value | 2009 | 2001 | 1994 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | — |
Spectrum | 2009 | 2001 | 1999 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Strategic Income | 2009 | 2008 | 2008 | — | 2008 | — | 2008 | 2009 | 2008 | 2010 | — |
Summit | 2009 | 1993 | 2001 | — | 2003 | — | 1993 | 2009 | 2006 | 2010 | — |
Summit Municipal | 2009 | 1993 | 2001 | — | 2003 | 2012 | 1993 | 2009 | 2006 | 2010 | — |
Tax-Efficient | 2009 | 2001 | 1997 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Tax-Exempt Money | 2009 | 1983 | 2001 | — | 2003 | — | 1992 | 2009 | 2006 | 2010 | — |
Tax-Free High Yield | 2009 | 1984 | 2001 | — | 2003 | — | 1992 | 2009 | 2006 | 2010 | — |
Tax-Free Income | 2009 | 1983 | 2001 | — | 2003 | — | 1992 | 2009 | 2006 | 2010 | — |
Tax-Free Short-Intermediate | 2009 | 1983 | 2001 | — | 2003 | — | 1992 | 2009 | 2006 | 2010 | — |
U.S. Bond Enhanced Index | 2009 | 2000 | 2001 | — | 2003 | — | 2000 | 2009 | 2006 | 2010 | — |
U.S. Large-Cap Core | 2009 | 2009 | 2009 | 2012 | 2009 | 2012 | 2009 | 2009 | 2009 | — | 2009 |
U.S. Treasury | 2009 | 1989 | 2001 | — | 2003 | — | 1992 | 2009 | 2006 | 2010 | — |
Value | 2009 | 2001 | 1994 | 2012 | 2003 | 2012 | 2001 | 2009 | 2006 | — | 2006 |
Corporation | Bazemore | Bernard | Daniels | Duncan | Gerrard | McBride | Rouse | Sharps | Schreiber | Tercek | Wiese |
Health Sciences Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
High Yield Fund | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Index Trust | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Inflation Protected Bond Fund | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 2002 | 2009 | 2015 |
Institutional Equity Funds | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Institutional Income Funds | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 2002 | 2009 | 2015 |
Institutional International Funds | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Intermediate Tax-Free High Yield Fund | 2018 | 2014 | 2018 | 2014 | 2014 | 2014 | 2014 | — | 2014 | 2014 | 2015 |
International Funds | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
International Index Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
International Series | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Limited Duration Inflation Focused Bond Fund | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 2006 | 2009 | 2015 |
Mid-Cap Growth Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Mid-Cap Value Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Multi-Sector Account Portfolios | 2018 | 2012 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 2012 | 2012 | 2015 |
Multi-Strategy Total Return Fund | 2018 | 2017 | 2018 | 2017 | 2017 | 2017 | 2017 | 2017 | 2017 | 2017 | — |
New America Growth Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
New Era Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
New Horizons Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
New Income Fund | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Personal Strategy Funds | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Quantitative Management Funds | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Real Assets Fund | 2018 | 2010 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2010 | 2010 | — |
Real Estate Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
PAGE 24
Corporation | Bazemore | Bernard | Daniels | Duncan | Gerrard | McBride | Rouse | Sharps | Schreiber | Tercek | Wiese |
TRP Reserve Investment Funds | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1997 | 2009 | 2015 |
Retirement Funds | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2002 | 2009 | — |
Science & Technology Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Short-Term Bond Fund | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Small-Cap Stock Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Small-Cap Value Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Spectrum Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
State Tax-Free Funds | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Summit Income Funds | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1993 | 2009 | 2015 |
Summit Municipal Funds | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1993 | 2009 | 2015 |
Tax-Efficient Funds | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Tax-Exempt Money Fund | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Tax-Free High Yield Fund | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Tax-Free Income Fund | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Tax-Free Short-Intermediate Fund | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Total Return Fund | 2018 | 2016 | 2018 | 2016 | 2016 | 2016 | 2016 | — | 2016 | 2016 | 2016 |
U.S. Bond Enhanced Index Fund | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 2000 | 2009 | 2015 |
U.S. Large-Cap Core Fund | 2018 | 2009 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2009 | 2009 | — |
U.S. Treasury Funds | 2018 | 2006 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Value Fund | 2018 | 2006 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
PAGE 25
What are the directors/trusteesdirectors paid for their services to the funds?Funds?
Messrs. Bernard, Gitlin,Oestreicher (if elected), Sharps, and RogersWeise are considered “interested persons” of the fundsFunds because they are employed by, and also serve as officers of, T. Rowe Price and its affiliates. The officers of the fundsFunds and interested directors/trusteesdirectors do not receive any compensation or benefits from the fundsFunds for their service.
TheAs of January 1, 2018, the independent directors are paid $250,000$310,000 annually for their service on the Boards. The Lead Independent Director receives an additional $100,000$150,000 annually for serving in this capacity. An independent director serving on the Joint Audit Committee receives an additional $9,000$30,000 annually for his/her service and the chairman of the Joint Audit Committee receives an additional $18,000$10,000 for his/her service. MembersAn independent director serving as a member of a Special Committee of the Fixed Income Advisory Board are paidIndependent Directors receives an additional $1,500 per meeting of the same compensation from each domestic fixed income Price Fund as those funds’ independent directors are paid.Special Committee.
The following table entitled “Compensation” shows the accrued amounts paid by each fund,Fund, and the total compensation that was paid from all of the funds,Funds, to all of the independent directors/trustees and Advisory Board membersdirectors for the 20122017 calendar year. The fees are allocated to each fundFund on a pro rata basis based on each fund’sFund’s net assets relative to the other funds.Funds. The independent directors/trusteesdirectors of the fundsFunds do not receive any pension or retirement benefits from the fundsFunds or T. Rowe Price.
PAGE 25Compensation
Compensation | |||||||||
T. Rowe Price Fund | Aggregate Compensation From Fund | ||||||||
Brody | Deering | Dick | Gerrard | Horn | Rodgers* | Rouse | Schreiber | Tercek | |
Africa & Middle East | 599 | 860 | 599 | 386 | 599 | 599 | 379 | 621 | 628 |
Balanced | 2,476 | 3,556 | 2,476 | 1,750 | 2,476 | 2,476 | 1,719 | 2,565 | 2,596 |
Blue Chip Growth | 4,584 | 6,582 | 4,584 | 2,887 | 4,584 | 4,584 | 2,836 | 4,749 | 4,800 |
Blue Chip Growth Portfolio | 673 | 966 | 673 | 443 | 673 | 673 | 435 | 697 | 705 |
Capital Opportunity | 724 | 1,040 | 724 | 483 | 724 | 724 | 474 | 750 | 759 |
Corporate Income | 890 | 1,278 | 890 | 603 | 890 | 890 | 592 | 922 | 932 |
Diversified Mid-Cap Growth | 627 | 901 | 627 | 407 | 627 | 627 | 399 | 650 | 657 |
Diversified Small-Cap Growth | 657 | 943 | 657 | 434 | 657 | 657 | 426 | 681 | 689 |
Dividend Growth | 2,023 | 2,905 | 2,023 | 1,439 | 2,023 | 2,023 | 1,414 | 2,096 | 2,121 |
Emerging Europe | 771 | 1,108 | 771 | 504 | 771 | 771 | 496 | 799 | 808 |
Emerging Markets Bond | 2,628 | 3,774 | 2,628 | 1,892 | 2,628 | 2,628 | 1,859 | 2,723 | 2,756 |
Emerging Markets Corporate Bond | 284 | 407 | 284 | 289 | 284 | 284 | 284 | 294 | 300 |
Emerging Markets Corporate Multi-Sector Account Portfolio | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Emerging Markets Local Currency Bond | 538 | 772 | 538 | 342 | 538 | 538 | 336 | 557 | 563 |
Emerging Markets Local Multi-Sector Account Portfolio | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Emerging Markets Stock | 4,128 | 5,928 | 4,128 | 2,887 | 4,128 | 4,128 | 2,836 | 4,277 | 4,328 |
Equity Income Portfolio | 1,159 | 1,665 | 1,159 | 751 | 1,159 | 1,159 | 738 | 1,201 | 1,214 |
Equity Index 500 | 4,584 | 6,582 | 4,584 | 2,887 | 4,584 | 4,584 | 2,836 | 4,749 | 4,800 |
Fund | Aggregate Compensation From | |||||||
Bazemore* | Daniels* | Duncan | Gerrard | McBride | Rouse | Schreiber | Tercek | |
Africa & Middle East | — | — | $59 | $58 | $59 | $59 | $54 | $56 |
Asia Opportunities | — | — | 21 | 20 | 21 | 21 | 19 | 20 |
Balanced | — | — | 1,723 | 1,683 | 1,717 | 1,710 | 1,555 | 1,611 |
Blue Chip Growth | — | — | 16,835 | 16,388 | 16,772 | 16,688 | 15,186 | 15,768 |
Blue Chip Growth Portfolio | — | — | 443 | 430 | 441 | 439 | 399 | 415 |
California Tax-Free Bond | — | — | 271 | 265 | 270 | 269 | 245 | 253 |
California Tax-Free Money | — | — | 22 | 21 | 21 | 21 | 19 | 20 |
Capital Appreciation | — | — | 12,265 | 11,982 | 12,222 | 12,168 | 11,066 | 11,467 |
Capital Appreciation & Income(a) | — | — | — | — | — | — | — | — |
Capital Opportunity | — | — | 241 | 235 | 240 | 239 | 217 | 225 |
Cash Reserves | — | — | 975 | 953 | 971 | 967 | 880 | 911 |
Communications & Technology | — | — | 1,888 | 1,839 | 1,881 | 1,872 | 1,703 | 1,768 |
Corporate Income | — | — | 406 | 397 | 405 | 403 | 366 | 380 |
Credit Opportunities | — | — | 20 | 19 | 20 | 20 | 18 | 19 |
Diversified Mid-Cap Growth | — | — | 313 | 305 | 312 | 311 | 283 | 293 |
Dividend Growth | — | — | 3,369 | 3,286 | 3,357 | 3,341 | 3,040 | 3,153 |
Dynamic Global Bond | — | — | 179 | 172 | 179 | 176 | 162 | 169 |
Emerging Europe | — | — | 77 | 75 | 77 | 76 | 69 | 72 |
PAGE 26
Compensation | |||||||||||||||||
T. Rowe Price Fund | Aggregate Compensation From Fund | ||||||||||||||||
Brody | Deering | Dick | Gerrard | Horn | Rodgers* | Rouse | Schreiber | Tercek | |||||||||
Fund | Aggregate Compensation From | ||||||||||||||||
Bazemore* | Daniels* | Duncan | Gerrard | McBride | Rouse | Schreiber | Tercek | ||||||||||
Emerging Markets Bond | — | 2,876 | 2,812 | 2,866 | 2,854 | 2,595 | 2,688 | ||||||||||
Emerging Markets Corporate Bond | — | 26 | 25 | 26 | 23 | 24 | |||||||||||
Emerging Markets Corporate Multi-Sector Account Portfolio(b) | — | 14 | 13 | 12 | 13 | ||||||||||||
Emerging Markets Local Currency Bond | — | 136 | 132 | 135 | 134 | 122 | 127 | ||||||||||
Emerging Markets Local Multi-Sector Account Portfolio(b) | — | 13 | 12 | 13 | |||||||||||||
Emerging Markets Stock | — | 3,887 | 3,780 | 3,872 | 3,851 | 3,507 | 3,642 | ||||||||||
Emerging Markets Value Stock | — | 14 | 13 | ||||||||||||||
Equity Income | — | 9,761 | 9,570 | 9,732 | 9,692 | 8,811 | 9,112 | ||||||||||
Equity Income Portfolio | — | 321 | 314 | 320 | 318 | 289 | 300 | ||||||||||
Equity Index 500 | — | 12,797 | 12,540 | 12,759 | 12,705 | 11,551 | 11,949 | ||||||||||
Equity Index 500 Portfolio | 515 | 740 | 515 | 325 | 515 | 319 | 534 | 539 | — | 8 | 7 | 8 | |||||
European Stock | 921 | 1,322 | 921 | 616 | 921 | 605 | 954 | 965 | — | 474 | 462 | 472 | 470 | 427 | 444 | ||
Extended Equity Market Index | 750 | 1,077 | 750 | 496 | 750 | 487 | 777 | 786 | — | 357 | 349 | 356 | 354 | 322 | 333 | ||
Financial Services | 699 | 1,004 | 699 | 461 | 699 | 452 | 724 | 732 | — | 335 | 329 | 334 | 333 | 303 | 313 | ||
Floating Rate | 544 | 781 | 544 | 354 | 544 | 348 | 564 | 570 | — | 414 | 403 | 412 | 410 | 373 | 387 | ||
Floating Rate Multi-Sector Account Portfolio | 0 | ||||||||||||||||
Global Allocation(a) | 3 | 4 | 3 | ||||||||||||||
Global Infrastructure | 535 | 768 | 535 | 339 | 535 | 333 | 554 | 560 | |||||||||
Global Large-Cap Stock | 548 | 786 | 548 | 349 | 548 | 343 | 567 | 573 | |||||||||
Floating Rate Multi-Sector Account Portfolio(b) | — | 32 | 31 | 32 | 29 | 30 | |||||||||||
Georgia Tax-Free Bond | — | 139 | 136 | 138 | 125 | 130 | |||||||||||
Global Allocation | — | 108 | 105 | 107 | 97 | 101 | |||||||||||
Global Consumer | — | 5 | |||||||||||||||
Global Growth Stock | — | 53 | 51 | 53 | 48 | 50 | |||||||||||
Global High Income Bond | — | 32 | 31 | 32 | 29 | 30 | |||||||||||
Global Industrials | — | 9 | |||||||||||||||
Global Multi-Sector Bond | — | 189 | 183 | 188 | 187 | 170 | 177 | ||||||||||
Global Real Estate | 553 | 794 | 553 | 357 | 553 | 350 | 573 | 580 | — | 93 | 91 | 92 | 84 | 86 | |||
Global Stock | 842 | 1,209 | 842 | 550 | 842 | 540 | 872 | 881 | — | 304 | 295 | 303 | 301 | 274 | 285 | ||
Global Technology | 907 | 1,303 | 907 | 621 | 907 | 610 | 940 | 951 | — | 2,042 | 1,976 | 2,034 | 2,022 | 1,841 | 1,918 | ||
Government Reserve Investment | 1,373 | 1,972 | 1,373 | 970 | 1,373 | 953 | 1,423 | 1,440 | |||||||||
GNMA | — | 628 | 615 | 626 | 623 | 567 | 586 | ||||||||||
Government Money | — | 3,638 | 3,558 | 3,626 | 3,610 | 3,283 | 3,400 | ||||||||||
Government Money Portfolio | — | 12 | 11 | 12 | 11 | ||||||||||||
Government Reserve | — | 7,511 | 7,340 | 7,480 | 7,451 | 6,774 | 7,019 | ||||||||||
Growth & Income | 1,209 | 1,737 | 1,209 | 827 | 1,209 | 812 | 1,253 | 1,267 | — | 773 | 755 | 771 | 767 | 698 | 723 | ||
Growth Stock | 4,584 | 6,582 | 4,584 | 2,887 | 4,584 | 2,836 | 4,749 | 4,800 | — | 21,657 | 21,152 | 21,582 | 21,485 | 19,541 | 20,252 | ||
Health Sciences | 3,069 | 4,407 | 3,069 | 2,295 | 3,069 | 2,252 | 3,179 | 3,221 | — | 4,818 | 4,701 | 4,800 | 4,779 | 4,347 | 4,507 | ||
Health Sciences Portfolio | 588 | 845 | 588 | 384 | 588 | 377 | 609 | 616 | — | 275 | 269 | 274 | 273 | 248 | 258 | ||
High Yield | 4,577 | 6,573 | 4,577 | 2,887 | 4,577 | 2,836 | 4,742 | 4,793 | — | 4,189 | 4,105 | 4,175 | 4,159 | 3,780 | 3,910 | ||
High Yield Multi-Sector Account Portfolio(b) | — | 8 | 7 | ||||||||||||||
PAGE 27
Compensation | |||||||||||||||||
T. Rowe Price Fund | Aggregate Compensation From Fund | ||||||||||||||||
Brody | Deering | Dick | Gerrard | Horn | Rodgers* | Rouse | Schreiber | Tercek | |||||||||
High Yield Multi-Sector Account Portfolio | 0 | ||||||||||||||||
Inflation Focused Bond | 2,577 | 3,700 | 2,577 | 1,862 | 2,577 | 1,829 | 2,669 | 2,702 | |||||||||
Fund | Aggregate Compensation From | ||||||||||||||||
Bazemore* | Daniels* | Duncan | Gerrard | McBride | Rouse | Schreiber | Tercek | ||||||||||
Inflation Protected Bond | 841 | 1,208 | 841 | 566 | 841 | 556 | 871 | 881 | — | 211 | 206 | 210 | 209 | 190 | 197 | ||
Institutional Africa & Middle East | 592 | 850 | 592 | 382 | 592 | 376 | 613 | 620 | — | 76 | 74 | 75 | 68 | 71 | |||
Institutional Concentrated International Equity | 514 | 738 | 514 | 324 | 514 | 318 | 532 | 538 | |||||||||
Institutional Cash Reserves | — | 18 | 17 | ||||||||||||||
Institutional Core Plus | 625 | 898 | 625 | 407 | 625 | 400 | 648 | 655 | — | 226 | 221 | 225 | 224 | 203 | 211 | ||
Institutional Credit Opportunities | — | 11 | 10 | ||||||||||||||
Institutional Emerging Markets Bond | 653 | 938 | 653 | 427 | 653 | 419 | 677 | 684 | — | 144 | 140 | 143 | 142 | 130 | 135 | ||
Institutional Emerging Markets Equity | 1,046 | 1,501 | 1,046 | 711 | 1,046 | 699 | 1,083 | 1,096 | — | 572 | 554 | 569 | 566 | 515 | 537 | ||
Institutional Floating Rate | 1,698 | 2,438 | 1,698 | 1,196 | 1,698 | 1,175 | 1,759 | 1,781 | — | 2,189 | 2,138 | 2,181 | 2,171 | 1,975 | 2,046 | ||
Institutional Global Equity | 606 | 870 | 606 | 389 | 606 | 382 | 628 | 635 | |||||||||
Institutional Global Large-Cap Equity | 549 | 789 | 549 | 351 | 549 | 345 | 569 | 575 | |||||||||
Institutional Frontier Markets Equity | — | 24 | 22 | 23 | |||||||||||||
Institutional Global Focused Growth Equity | — | 18 | 16 | 17 | |||||||||||||
Institutional Global Growth Equity | — | 174 | 170 | 174 | 173 | 157 | 163 | ||||||||||
Institutional Global Multi-Sector Bond | — | 13 | 12 | ||||||||||||||
Institutional Global Value Equity | 199 | 286 | 199 | 205 | 199 | 206 | 212 | — | 5 | 4 | 5 | 4 | |||||
Institutional High Yield | 2,035 | 2,923 | 2,035 | 1,466 | 2,035 | 1,441 | 2,109 | 2,134 | — | 776 | 759 | 773 | 770 | 700 | 725 | ||
Institutional International Bond | 602 | 865 | 602 | 387 | 602 | 381 | 624 | 631 | — | 158 | 154 | 157 | 142 | 148 | |||
Institutional International Concentrated Equity | — | 200 | 194 | 199 | 198 | 180 | 187 | ||||||||||
Institutional International Core Equity | 540 | 775 | 540 | 348 | 540 | 342 | 559 | 565 | — | 69 | 68 | 69 | 63 | 65 | |||
Institutional International Growth Equity | 555 | 797 | 555 | 355 | 555 | 348 | 575 | 582 | — | 24 | 23 | 24 | 23 | 21 | 22 | ||
Institutional Large-Cap Core Growth | 740 | 1,062 | 740 | 499 | 740 | 490 | 767 | 776 | — | 1,179 | 1,149 | 1,175 | 1,169 | 1,064 | 1,104 | ||
Institutional Large-Cap Growth | — | 6,086 | 5,934 | 6,064 | 6,035 | 5,491 | 5,696 | ||||||||||
Institutional Large-Cap Value | — | 1,518 | 1,481 | 1,513 | 1,505 | 1,370 | 1,420 | ||||||||||
Institutional Long Duration Credit | — | 16 | 15 | ||||||||||||||
Institutional Mid-Cap Equity Growth | — | 2,772 | 2,704 | 2,762 | 2,749 | 2,501 | 2,594 | ||||||||||
Institutional Small-Cap Stock | — | 1,671 | 1,629 | 1,664 | 1,657 | 1,507 | 1,563 | ||||||||||
Institutional U.S. Structured Research | — | 273 | 267 | 272 | 271 | 246 | 255 | ||||||||||
Intermediate Tax-Free High Yield | — | 23 | 22 | 23 | 21 | ||||||||||||
International Bond | — | 2,154 | 2,101 | 2,146 | 2,137 | 1,942 | 2,015 | ||||||||||
International Bond(USD Hedged) | — | 24 | 22 | 24 | 23 | 22 | 23 | ||||||||||
PAGE 28
Compensation | |||||||||
T. Rowe Price Fund | Aggregate Compensation From Fund | ||||||||
Brody | Deering | Dick | Gerrard | Horn | Rodgers* | Rouse | Schreiber | Tercek | |
Institutional Large-Cap Growth | 3,392 | 4,871 | 3,392 | 2,611 | 3,392 | 3,392 | 2,563 | 3,514 | 3,562 |
Institutional Large-Cap Value | 1,027 | 1,475 | 1,027 | 707 | 1,027 | 1,027 | 695 | 1,064 | 1,077 |
Institutional Long Duration Credit(b) | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 |
Institutional Mid-Cap Equity Growth | 2,144 | 3,079 | 2,144 | 1,596 | 2,144 | 2,144 | 1,569 | 2,221 | 2,249 |
Institutional Small-Cap Stock | 1,009 | 1,449 | 1,009 | 697 | 1,009 | 1,009 | 684 | 1,045 | 1,058 |
Institutional U.S. Structured Research | 842 | 1,210 | 842 | 561 | 842 | 842 | 551 | 873 | 883 |
International Bond | 3,656 | 5,250 | 3,656 | 2,562 | 3,656 | 3,656 | 2,518 | 3,788 | 3,831 |
International Discovery | 2,054 | 2,949 | 2,054 | 1,456 | 2,054 | 2,054 | 1,431 | 2,128 | 2,153 |
International Equity Index | 728 | 1,045 | 728 | 478 | 728 | 728 | 469 | 754 | 763 |
International Growth & Income | 3,582 | 5,143 | 3,582 | 2,612 | 3,582 | 3,582 | 2,564 | 3,710 | 3,758 |
International Stock | 4,404 | 6,324 | 4,404 | 2,887 | 4,404 | 4,404 | 2,836 | 4,562 | 4,613 |
International Stock Portfolio | 678 | 973 | 678 | 442 | 678 | 678 | 434 | 702 | 710 |
Investment-Grade Corporate Multi-Sector Account Portfolio | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Japan | 611 | 878 | 611 | 392 | 611 | 611 | 385 | 633 | 640 |
Latin America | 1,688 | 2,424 | 1,688 | 1,119 | 1,688 | 1,688 | 1,100 | 1,748 | 1,768 |
Limited-Term Bond Portfolio | 617 | 886 | 617 | 397 | 617 | 617 | 390 | 639 | 646 |
Media & Telecommunications | 1,840 | 2,642 | 1,840 | 1,309 | 1,840 | 1,840 | 1,286 | 1,906 | 1,929 |
Mid-Cap Growth | 4,584 | 6,582 | 4,584 | 2,887 | 4,584 | 4,584 | 2,836 | 4,749 | 4,800 |
PAGE 29
Compensation | |||||||||
T. Rowe Price Fund | Aggregate Compensation From Fund | ||||||||
Brody | Deering | Dick | Gerrard | Horn | Rodgers* | Rouse | Schreiber | Tercek | |
Mid-Cap Growth Portfolio | 708 | 1,017 | 708 | 462 | 708 | 708 | 454 | 734 | 742 |
Mid-Cap Value | 4,578 | 6,575 | 4,578 | 2,887 | 4,578 | 4,578 | 2,836 | 4,743 | 4,794 |
Mortgage-Backed Securities Multi-Sector Account Portfolio | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
New America Growth Portfolio | 597 | 857 | 597 | 385 | 597 | 597 | 378 | 618 | 625 |
New Asia | 3,043 | 4,370 | 3,043 | 2,183 | 3,043 | 3,043 | 2,144 | 3,152 | 3,191 |
New Era | 3,253 | 4,671 | 3,253 | 2,224 | 3,253 | 3,253 | 2,186 | 3,370 | 3,409 |
New Horizons | 4,569 | 6,651 | 4,569 | 2,887 | 4,569 | 4,569 | 2,836 | 4,733 | 4,784 |
New Income | 4,584 | 6,582 | 4,584 | 2,887 | 4,584 | 4,584 | 2,836 | 4,749 | 4,800 |
Overseas Stock | 3,203 | 4,600 | 3,203 | 2,340 | 3,203 | 3,203 | 2,297 | 3,319 | 3,362 |
Personal Strategy Balanced | 1,504 | 2,160 | 1,504 | 1,033 | 1,504 | 1,504 | 1,015 | 1,558 | 1,576 |
Personal Strategy Balanced Portfolio | 602 | 865 | 602 | 388 | 602 | 602 | 381 | 624 | 631 |
Personal Strategy Growth | 1,197 | 1,719 | 1,197 | 816 | 1,197 | 1,197 | 801 | 1,240 | 1,254 |
Personal Strategy Income | 1,136 | 1,632 | 1,136 | 778 | 1,136 | 1,136 | 764 | 1,177 | 1,191 |
Prime Reserve | 3,985 | 5,722 | 3,985 | 2,807 | 3,985 | 3,985 | 2,759 | 4,128 | 4,177 |
Prime Reserve Portfolio | 525 | 754 | 525 | 332 | 525 | 525 | 326 | 544 | 550 |
Real Assets | 1,758 | 2,525 | 1,758 | 1,459 | 1,758 | 1,758 | 1,433 | 1,822 | 1,848 |
Real Estate | 2,620 | 3,762 | 2,620 | 1,913 | 2,620 | 2,620 | 1,879 | 2,714 | 2,748 |
Reserve Investment | 4,584 | 6,582 | 4,584 | 2,887 | 4,584 | 4,584 | 2,836 | 4,749 | 4,800 |
PAGE 30
Compensation | |||||||||
T. Rowe Price Fund | Aggregate Compensation From Fund | ||||||||
Brody | Deering | Dick | Gerrard | Horn | Rodgers* | Rouse | Schreiber | Tercek | |
Retirement 2005 | 1,289 | 1,851 | 1,289 | 887 | 1,289 | 1,289 | 872 | 1,335 | 1,351 |
Retirement 2010 | 3,980 | 5,715 | 3,980 | 2,823 | 3,980 | 3,980 | 2,774 | 4,123 | 4,172 |
Retirement 2015 | 4,218 | 6,057 | 4,218 | 2,887 | 4,218 | 4,218 | 2,836 | 4,370 | 4,421 |
Retirement 2020 | 4,584 | 6,582 | 4,584 | 2,887 | 4,584 | 4,584 | 2,836 | 4,749 | 4,800 |
Retirement 2025 | 4,413 | 6,337 | 4,413 | 2,887 | 4,413 | 4,413 | 2,836 | 4,572 | 4,623 |
Retirement 2030 | 4,584 | 6,582 | 4,584 | 2,887 | 4,584 | 4,584 | 2,836 | 4,749 | 4,800 |
Retirement 2035 | 3,913 | 5,619 | 3,913 | 2,846 | 3,913 | 3,913 | 2,795 | 4,054 | 4,105 |
Retirement 2040 | 4,416 | 6,341 | 4,416 | 2,887 | 4,416 | 4,416 | 2,836 | 4,575 | 4,626 |
Retirement 2045 | 2,349 | 3,373 | 2,349 | 1,699 | 2,349 | 2,349 | 1,668 | 2,434 | 2,464 |
Retirement 2050 | 1,621 | 2,327 | 1,621 | 1,161 | 1,621 | 1,621 | 1,140 | 1,679 | 1,700 |
Retirement 2055 | 767 | 1,101 | 767 | 517 | 767 | 767 | 508 | 795 | 804 |
Retirement Income | 2,156 | 3,097 | 2,156 | 1,529 | 2,156 | 2,156 | 1,502 | 2,234 | 2,261 |
Science & Technology | 2,217 | 3,183 | 2,217 | 1,512 | 2,217 | 2,217 | 1,487 | 2,297 | 2,322 |
Short-Term Bond | 4,054 | 5,822 | 4,054 | 2,887 | 4,054 | 4,054 | 2,836 | 4,200 | 4,251 |
Short-Term Reserve(c) | 2,222 | 3,191 | 2,222 | 2,222 | 2,222 | 2,222 | 2,222 | 2,302 | 2,302 |
Small-Cap Stock | 4,288 | 6,157 | 4,288 | 2,887 | 4,288 | 4,288 | 2,836 | 4,442 | 4,493 |
Small-Cap Value | 4,343 | 6,237 | 4,343 | 2,887 | 4,343 | 4,343 | 2,836 | 4,500 | 4,551 |
Spectrum Growth | 2,459 | 3,532 | 2,459 | 1,721 | 2,459 | 2,459 | 1,692 | 2,548 | 2,578 |
Spectrum Income | 4,135 | 5,937 | 4,135 | 2,887 | 4,135 | 4,135 | 2,836 | 4,283 | 4,334 |
Fund | Aggregate Compensation From | |||||||
Bazemore* | Daniels* | Duncan | Gerrard | McBride | Rouse | Schreiber | Tercek | |
International Concentrated Equity | — | — | 9 | 9 | 9 | 9 | 8 | 8 |
International Discovery | — | — | 2,688 | 2,607 | 2,677 | 2,663 | 2,424 | 2,522 |
International Equity Index | — | — | 238 | 232 | 238 | 236 | 215 | 223 |
International Stock | — | — | 6,827 | 6,675 | 6,803 | 6,774 | 6,160 | 6,380 |
International Stock Portfolio | — | — | 153 | 149 | 152 | 151 | 138 | 143 |
International Value Equity | — | — | 5,663 | 5,529 | 5,644 | 5,618 | 5,109 | 5,297 |
Investment-Grade Corporate Multi-Sector Account Portfolio(b) | — | — | 44 | 43 | 44 | 43 | 39 | 41 |
Japan | — | — | 247 | 240 | 246 | 244 | 223 | 231 |
Latin America | — | — | 287 | 279 | 285 | 284 | 258 | 268 |
Limited Duration Inflation Focused Bond | — | — | 3,530 | 3,449 | 3,517 | 3,502 | 3,185 | 3,300 |
Limited-Term Bond Portfolio | — | — | 181 | 177 | 180 | 179 | 163 | 169 |
Maryland Short-Term Tax-Free Bond | — | — | 86 | 84 | 86 | 85 | 77 | 80 |
Maryland Tax-Free Bond | — | — | 980 | 958 | 977 | 972 | 884 | 916 |
Maryland Tax-Free Money | — | — | 35 | 35 | 35 | 35 | 32 | 33 |
Mid-Cap Growth | — | — | 12,028 | 11,736 | 11,985 | 11,930 | 10,851 | 11,253 |
Mid-Cap Growth Portfolio | — | — | 191 | 187 | 190 | 189 | 172 | 179 |
Mid-Cap Index | — | — | 3 | 3 | 3 | 3 | 2 | 2 |
Mid-Cap Value | — | — | 5,910 | 5,784 | 5,890 | 5,865 | 5,333 | 5,521 |
Mortgage-Backed Securities Multi-Sector Account Portfolio(b) | — | — | 53 | 52 | 53 | 53 | 48 | 50 |
Multi-Strategy Total Return(c) | 3 | 3 | 4 | 3 | 4 | 4 | 5 | 4 |
New America Growth | — | — | 1,712 | 1,669 | 1,706 | 1,698 | 1,544 | 1,602 |
New America Growth Portfolio | — | — | 85 | 83 | 85 | 85 | 77 | 80 |
New Asia | — | — | 1,232 | 1,200 | 1,227 | 1,221 | 1,111 | 1,153 |
New Era | — | — | 1,567 | 1,532 | 1,562 | 1,555 | 1,414 | 1,464 |
New Horizons | — | — | 8,466 | 8,250 | 8,435 | 8,395 | 7,637 | 7,926 |
New Income | — | — | 14,896 | 14,544 | 14,841 | 14,779 | 13,435 | 13,930 |
New Jersey Tax-Free Bond | — | — | 167 | 163 | 167 | 166 | 151 | 156 |
New York Tax-Free Bond | — | — | 208 | 203 | 207 | 206 | 187 | 194 |
New York Tax-Free Money | — | — | 25 | 24 | 24 | 24 | 22 | 23 |
Overseas Stock | — | — | 6,173 | 6,014 | 6,150 | 6,122 | 5,568 | 5,780 |
Personal Strategy Balanced | — | — | 955 | 933 | 952 | 947 | 862 | 893 |
Personal Strategy Balanced Portfolio | — | — | 73 | 72 | 73 | 73 | 66 | 69 |
Personal Strategy Growth | — | — | 844 | 822 | 841 | 837 | 762 | 791 |
PAGE 31
Compensation | |||||||||
T. Rowe Price Fund | Aggregate Compensation From Fund | ||||||||
Brody | Deering | Dick | Gerrard | Horn | Rodgers* | Rouse | Schreiber | Tercek | |
Spectrum International | 922 | 1,324 | 922 | 625 | 922 | 922 | 614 | 955 | 967 |
Strategic Income | 666 | 957 | 666 | 437 | 666 | 666 | 429 | 690 | 698 |
Summit Cash Reserves | 3,995 | 5,737 | 3,995 | 2,785 | 3,995 | 3,995 | 2,736 | 4,139 | 4,187 |
Summit GNMA | 643 | 924 | 643 | 420 | 643 | 643 | 412 | 666 | 674 |
Summit Municipal Income | 935 | 1,342 | 935 | 641 | 935 | 935 | 630 | 968 | 980 |
Summit Municipal Intermediate | 1,790 | 2,570 | 1,790 | 1,264 | 1,790 | 1,790 | 1,242 | 1,854 | 1,877 |
Summit Municipal Money Market | 631 | 907 | 631 | 407 | 631 | 631 | 400 | 654 | 661 |
Tax-Efficient Equity | 566 | 813 | 566 | 362 | 566 | 566 | 356 | 586 | 593 |
Tax-Exempt Money | 1,049 | 1,506 | 1,049 | 700 | 1,049 | 1,049 | 688 | 1,086 | 1,098 |
Tax-Free High Yield | 1,848 | 2,654 | 1,848 | 1,332 | 1,848 | 1,848 | 1,309 | 1,915 | 1,939 |
Tax-Free Income | 2,325 | 3,338 | 2,325 | 1,635 | 2,325 | 2,325 | 1,606 | 2,408 | 2,437 |
Tax-Free Short-Intermediate | 1,607 | 2,308 | 1,607 | 1,135 | 1,607 | 1,607 | 1,115 | 1,665 | 1,685 |
Total Equity Market Index | 885 | 1,271 | 885 | 596 | 885 | 885 | 585 | 917 | 927 |
U.S. Bond Enhanced Index | 1,122 | 1,612 | 1,122 | 739 | 1,122 | 1,122 | 727 | 1,163 | 1,175 |
U.S. Large-Cap Core | 535 | 769 | 535 | 340 | 535 | 535 | 334 | 555 | 561 |
U.S. Treasury Intermediate | 849 | 1,219 | 849 | 577 | 849 | 849 | 567 | 880 | 890 |
U.S. Treasury Long-Term | 815 | 1,170 | 815 | 554 | 815 | 815 | 544 | 844 | 854 |
U.S. Treasury Money | 1,659 | 2,383 | 1,659 | 1,143 | 1,659 | 1,659 | 1,123 | 1,719 | 1,739 |
Fund | Aggregate Compensation From | |||||||
Bazemore* | Daniels* | Duncan | Gerrard | McBride | Rouse | Schreiber | Tercek | |
Personal Strategy Income | — | — | 806 | 786 | 803 | 800 | 728 | 755 |
QM Global Equity | — | — | 6 | 6 | 6 | 6 | 6 | 6 |
QM U.S. Small & Mid-Cap Core Equity | — | — | 17 | 16 | 17 | 17 | 15 | 16 |
QM U.S. Small-Cap Growth Equity | — | — | 1,910 | 1,850 | 1,902 | 1,891 | 1,722 | 1,793 |
QM U.S. Value Equity | — | — | 8 | 8 | 8 | 8 | 7 | 7 |
Real Assets | — | — | 1,471 | 1,442 | 1,467 | 1,461 | 1,328 | 1,373 |
Real Estate | — | — | 2,759 | 2,701 | 2,750 | 2,738 | 2,490 | 2,577 |
Retirement 2005 | — | — | 779 | 762 | 776 | 773 | 703 | 727 |
Retirement 2010 | — | — | 2,385 | 2,337 | 2,377 | 2,367 | 2,152 | 2,226 |
Retirement 2015 | — | — | 4,052 | 3,971 | 4,039 | 4,023 | 3,657 | 3,782 |
Retirement 2020 | — | — | 11,229 | 10,999 | 11,193 | 11,147 | 10,134 | 10,486 |
Retirement 2025 | — | — | 9,305 | 9,104 | 9,275 | 9,235 | 8,397 | 8,694 |
Retirement 2030 | — | — | 11,890 | 11,633 | 11,851 | 11,801 | 10,729 | 11,109 |
Retirement 2035 | — | — | 7,117 | 6,960 | 7,093 | 7,063 | 6,422 | 6,651 |
Retirement 2040 | — | — | 8,359 | 8,176 | 8,332 | 8,296 | 7,543 | 7,812 |
Retirement 2045 | — | — | 4,417 | 4,317 | 4,402 | 4,383 | 3,986 | 4,129 |
Retirement 2050 | — | — | 3,531 | 3,448 | 3,519 | 3,503 | 3,186 | 3,302 |
Retirement 2055 | — | — | 1,499 | 1,463 | 1,494 | 1,487 | 1,353 | 1,403 |
Retirement 2060 | — | — | 116 | 112 | 116 | 115 | 105 | 110 |
Retirement Balanced | — | — | 1,216 | 1,191 | 1,212 | 1,207 | 1,097 | 1,136 |
Retirement I 2005 Fund—I Class | — | — | 34 | 32 | 34 | 33 | 30 | 32 |
Retirement I 2010 Fund—I Class | — | — | 129 | 125 | 128 | 128 | 116 | 121 |
Retirement I 2015 Fund—I Class | — | — | 232 | 225 | 231 | 230 | 209 | 218 |
Retirement I 2020 Fund—I Class | — | — | 768 | 742 | 764 | 760 | 692 | 722 |
Retirement I 2025 Fund—I Class | — | — | 626 | 603 | 623 | 619 | 564 | 589 |
Retirement I 2030 Fund—I Class | — | — | 921 | 889 | 917 | 912 | 830 | 867 |
Retirement I 2035 Fund—I Class | — | — | 523 | 503 | 520 | 517 | 471 | 492 |
Retirement I 2040 Fund—I Class | — | — | 707 | 682 | 703 | 699 | 637 | 665 |
Retirement I 2045 Fund—I Class | — | — | 342 | 329 | 341 | 339 | 308 | 322 |
Retirement I 2050 Fund—I Class | — | — | 371 | 358 | 369 | 367 | 334 | 349 |
Retirement I 2055 Fund—I Class | — | — | 121 | 116 | 120 | 119 | 109 | 114 |
Retirement I 2060 Fund—I Class | — | — | 17 | 16 | 16 | 16 | 15 | 16 |
Retirement Balanced I Fund—I Class | — | — | 73 | 71 | 73 | 72 | 66 | 69 |
Retirement Income 2020 | — | — | 2 | 1 | 2 | 2 | 1 | 2 |
Science & Technology | — | — | 2,033 | 1,981 | 2,026 | 2,016 | 1,834 | 1,904 |
Short-Term | — | — | 1,154 | 1,143 | 1,153 | 1,149 | 1,043 | 1,072 |
Short-Term Bond | — | — | 2,184 | 2,139 | 2,177 | 2,168 | 1,971 | 2,040 |
Short-Term Government | — | — | 0 | 0 | 0 | 0 | 0 | 0 |
Small-Cap Index | — | — | 3 | 3 | 3 | 3 | 2 | 3 |
PAGE 32
Compensation | |||||||||
T. Rowe Price Fund | Aggregate Compensation From Fund | ||||||||
Brody | Deering | Dick | Gerrard | Horn | Rodgers* | Rouse | Schreiber | Tercek | |
Ultra Short-Term Bond | 45 | 64 | 45 | 46 | 45 | 45 | 45 | 46 | 48 |
Value | 4,584 | 6,582 | 4,584 | 2,887 | 4,584 | 4,584 | 2,836 | 4,749 | 4,800 |
Total Compensation From Funds and Fund Complex (d) | 250,000 | 359,000 | 250,000 | 169,667 | 250,000 | 250,000 | 166,667 | 259,000 | 262,000 |
Fund | Aggregate Compensation From | |||||||
Bazemore* | Daniels* | Duncan | Gerrard | McBride | Rouse | Schreiber | Tercek | |
Small-Cap Stock | — | — | 4,160 | 4,076 | 4,147 | 4,130 | 3,755 | 3,884 |
Small-Cap Value | — | — | 4,308 | 4,214 | 4,294 | 4,275 | 3,888 | 4,025 |
Spectrum Growth | — | — | 1,589 | 1,553 | 1,584 | 1,577 | 1,434 | 1,486 |
Spectrum Income | — | — | 2,869 | 2,804 | 2,859 | 2,846 | 2,589 | 2,682 |
Spectrum International | — | — | 585 | 569 | 582 | 580 | 527 | 547 |
Summit Municipal Income | — | — | 558 | 545 | 556 | 553 | 503 | 522 |
Summit Municipal Intermediate | — | — | 2,026 | 1,975 | 2,019 | 2,009 | 1,828 | 1,897 |
Summit Municipal Money Market | — | — | 55 | 54 | 55 | 55 | 50 | 51 |
Target 2005 | — | — | 14 | 13 | 13 | 13 | 12 | 13 |
Target 2010 | — | — | 28 | 27 | 28 | 27 | 25 | 26 |
Target 2015 | — | — | 79 | 77 | 78 | 78 | 71 | 74 |
Target 2020 | — | — | 106 | 103 | 106 | 105 | 96 | 99 |
Target 2025 | — | — | 89 | 87 | 89 | 88 | 80 | 83 |
Target 2030 | — | — | 91 | 89 | 91 | 91 | 82 | 86 |
Target 2035 | — | — | 55 | 53 | 55 | 54 | 49 | 51 |
Target 2040 | — | — | 47 | 46 | 47 | 46 | 42 | 44 |
Target 2045 | — | — | 32 | 31 | 32 | 31 | 29 | 30 |
Target 2050 | — | — | 22 | 22 | 22 | 22 | 20 | 21 |
Target 2055 | — | — | 12 | 12 | 12 | 12 | 11 | 12 |
Target 2060 | — | — | 3 | 3 | 3 | 3 | 3 | 3 |
Tax-Efficient Equity | — | — | 107 | 105 | 107 | 107 | 97 | 101 |
Tax-Exempt Money | — | — | 159 | 156 | 159 | 158 | 144 | 149 |
Tax-Free High Yield | — | — | 2,086 | 2,036 | 2,078 | 2,069 | 1,882 | 1,951 |
Tax-Free Income | — | — | 1,143 | 1,117 | 1,139 | 1,134 | 1,032 | 1,069 |
Tax-Free Short-Intermediate | — | — | 882 | 863 | 879 | 875 | 796 | 824 |
Total Equity Market Index | — | — | 679 | 663 | 676 | 673 | 612 | 635 |
Total Return | — | — | 13 | 13 | 13 | 13 | 12 | 13 |
Treasury Reserve | — | — | 1,595 | 1,560 | 1,591 | 1,583 | 1,441 | 1,492 |
U.S. Bond Enhanced Index | — | — | 296 | 289 | 295 | 294 | 267 | 277 |
U.S. High Yield | — | — | 20 | 18 | 19 | 19 | 18 | 19 |
U.S. Large-Cap Core | — | — | 179 | 174 | 178 | 177 | 161 | 168 |
U.S. Treasury Intermediate | — | — | 176 | 171 | 175 | 174 | 159 | 165 |
U.S. Treasury Long-Term | — | — | 236 | 228 | 237 | 233 | 215 | 223 |
U.S. Treasury Money | — | — | 2,463 | 2,389 | 2,451 | 2,438 | 2,221 | 2,310 |
Ultra Short-Term Bond | — | — | 157 | 153 | 156 | 156 | 142 | 147 |
Value | — | — | 10,843 | 10,600 | 10,806 | 10,758 | 9,785 | 10,135 |
Virginia Tax-Free Bond | — | — | 524 | 512 | 522 | 520 | 473 | 490 |
* Theo C. Rodgers is retiring from Effective January 1, 2018, Ms. Bazemore and Mr. Daniels were elected as independent directors of the Boards and is not seeking re-election.T. Rowe Price Funds.
(a) Estimated for the period May 29, 2013, through December 31, 2013.Prior to commencement of operations.
(b) Estimated forDirectors’ fees were paid by T. Rowe Price on behalf of the period June 4, 2013, through December 31, 2013.Fund.
(c) Estimated for the period January 15, 2013,February 24, 2018, through December 31, 2013.
(d) Represents compensation actually paid for the calendar year 2012 for all Price Funds. This amount will not equal the sum of the individual fund amounts shown in the table, which include estimated amounts for funds that incepted in 2013 and do not include any funds that are organized as Massachusetts business trusts.2018.
PAGE 33
What vote is required to elect the directors?
Each Board will consist of 12 directors.Four directors have been nominated for shareholder approval for each Board. Proposal 1 requires the affirmative vote of a plurality of the shares present and entitled to vote at the meeting to elect the Board members of that fund.
ForFund. All shareholders of each corporation, thatregardless of whether the corporation consists of one or multiple series and/or classes vote together. Thus, if a single seriesquorum is present at the Shareholder Meeting for each corporation, the proposal to elect the director nominees will be approved with no additional share classes, all shareholders vote together andrespect to those director nominees who receive the 12 nominees receiving the highestlargest number of votes, cast at the meeting shall be elected directors of that fund (provided a quorum is present). For each corporation that consists of multiple series and/or share classes, all series and classes of the corporation vote together. The 12 nominees receiving the highest number of the combined votes cast at the meeting by the shareholders of all series and classes of each corporation shall be elected directors of that corporation (provided a quorum is present).with no majority approval requirement.
The BoardBoards of Directors, including the funds’Funds’ independent directors, recommendsrecommend that shareholders vote FOR all of the proposed nominees.
PROPOSAL NO. 2 — Amend the Investment ObjectivesObjective for each of the Dividend Growth Fund, EquityCommunications & Technology, International Bond, and New Income Portfolio, Equity Index 500 Fund, Equity Index 500 Portfolio, Extended Equity Market Index Fund, GrowthFunds
Communications & Income Fund, Growth Stock Fund, and International Growth & IncomeTechnology Fund
Dividend Growth Fund (and its Advisor Class)
The Dividend GrowthCommunications & Technology Fund’s current investment objective is as follows:
“The fund seeks to provide increasing dividend income over time, long-term capital growth of capital, and a reasonable level of current income through investments primarily in dividend-paying stocks.” In connection with the fund’s current investment objective, the fund’s principal investment strategies, as set forth in the fund’s prospectus, provide that the fund will normally invest at least 65% of its total assets in the common stocks of dividend-payingmedia, technology, and telecommunications companies.”
The Fund, which was formerly the Media & Telecommunications Fund, changed its name on May 1, 2018. The Fund’s new name is more reflective of the Fund’s portfolio and how the Fund is currently managed. The investment universe available to the Fund has evolved since the Fund adopted its former name in 1997 and its current investment objective in 1999, and Internet-related securities now represent a much more significant portion of the Fund’s holdings while media and telecommunications companies that are expected to increase their dividends over time and also provide long-term appreciation.less significant.
The Board proposes that the Dividend GrowthCommunications & Technology Fund’s investment objective be changed to the following:
“The fund seeks dividend income andto provide long-term capital growth primarily throughgrowth.”
The proposed investment objective is more general and does not include references to investments in stocks.” To conformcompanies in specific industries or sectors, which is intended to provide the newFund with more long-term flexibility. In addition, the reference to media companies has been removed from the proposed investment objective in order to avoid confusion in light of the fund’s principalFund’s name change. The Board, upon recommendation by the Fund’s investment strategies would be revisedadviser, believes that shareholders will benefit from the proposed investment objective
PAGE 34
as it will allow the portfolio manager greater flexibility to provide thatexecute the fund will normally invest at least 65% of its total assetsFund’s investment program in stocks with an emphasis on stocks issued by companies that have shown a strong track record of paying dividends or are expectedthe future, as the Fund’s investments and the industries and sectors in which it invests continue to increase their dividends over time.evolve.
While thereThere will be no material changes to the fund’sFund’s current investment program, (nor are any anticipatedor to the Fund’s overall risk profile, as a result of the proposed change to the Fund’s investment objective. The Fund’s current policy of normally investing at least 80% of its net assets (including any borrowings for investment purposes) in investmentsecurities of communications and technology companies, which is required due to the Fund’s name, will not change. The Fund’s investments in communications and technology companies include those that are involved in a variety of industries, including, but not limited to, Internet-related industries such as e-commerce and digital products and services; media, including publishing, advertising, broadcasting, and cable and satellite TV; movies and entertainment; telecommunication and wireless telecommunication services; computer hardware, software, and networking services; and components and equipment.
PAGE 34International Bond Fund
The International Bond Fund’s current investment objective is as follows:
“The fund seeks to provide high current income and capital appreciation by investing primarily in high-quality, nondollar-denominated bonds outside the U.S.”
objective),The Board proposes that the International Bond Fund’s investment objective be changed to the following:
“The fund seeks to provide current income and capital appreciation.”
The Board, upon recommendation by the fund’sFund’s investment adviser, believes that fundit is in the interests of the Fund’s shareholders will benefit from theto approve a more general investment objective by allowingto provide the fund greater flexibility to execute its investment strategiesFund with more long-term flexibility.
The inclusion of the phrase “…primarily in high-quality, nondollar-denominated bonds outside the U.S.” (emphasis added) in the future. With respect to the term “dividend-paying stocks,” there is no set definition, interpretation, or industry position as to how frequently a stock would need to declare cash or stock dividends to deem it a dividend-paying stock. Therefore, removing the reference to “dividend-paying stocks” from the fund’sFund’s current investment objective and principalhas led the Fund to adopt a policy of normally investing at least 65% of its net assets in non-U.S. dollar-denominated foreign bonds that are rated investment strategies is not expectedgrade (i.e., BBB- or equivalent, or better), as determined by at least one major credit rating agency or, if unrated, deemed to alterbe of comparable quality by T. Rowe Price. While the fund’s investment style as the portfolio manager will continueFund has no plans to seek stocks with strong track records of paying dividends or with expectations of increasing dividends. The fund continues to believe that dividends can serve as an excellent indicator of financial health and growth prospects and that, over the long-term, income can contribute significantly to the fund’s total return and help reduce the fund’s volatility during periods of market turbulence. However,deviate from this policy at this time, the Board recognizes that requiring 65% of the fund’sFund’s assets to be invested in dividend-paying stocks and seeking increasing dividend incomenon-U.S. dollar-denominated foreign bonds that are rated investment grade over time could prove unnecessarily restrictive in certain market environments or as the Fund’s investable universe changes. In fact, the Fund’s policy to comply with the requirement in its
PAGE 35
investment objective to invest primarily in “high quality bonds” has been amended previously with approval by its Board. In 2011, the Board approved changing the policy from requiring a minimum of 65% in foreign bonds rated AA or better to requiring a minimum of 65% in foreign bonds rated in the three highest credit categories (i.e., A- or equivalent, or better), and in 2015, the Board approved further changing the policy to require a minimum of 65% in foreign bonds rated investment grade. These changes were made to provide additional flexibility in light of the overall credit quality decline in the international bond market and changes in credit quality in emerging market bonds, many of which had moved from noninvestment grade to lower investment grade (BBB- or better).
In addition, if the Fund’s shareholders approve the proposed investment objective, the Fund would have the same investment objective as the T. Rowe Price Institutional International Bond Fund and T. Rowe Price International Bond Fund (USD Hedged), which are similarly managed Funds although the T. Rowe Price International Bond Fund (USD Hedged) differs by maintaining at least 80% U.S. dollar currency exposure through hedging. Lastly, the proposed investment objective no longer refers to the Fund seeking current income that is “high.” The term “high,” like the term “high-quality,” is a relative term, difficult to achievequantify, and it could be unnecessarily restrictive in certain market environments.
There will be no material changes to the fund’sFund’s current investment program, or to the fund’sFund’s overall risk profile, as a result of these changes. However,In addition, the Fund’s current policy of normally investing at least 80% of net assets in foreign bonds, which is required under SEC rules due to the Fund’s name, will not change, and there will be no changes to either of the following investment policies: (1) the Fund may invest up to 20% of its total assets in bonds that have received a below investment-grade rating (i.e., BB or equivalent, or lower); and (2) up to 20% of total assets may be invested in U.S. dollar-denominated bonds. These three policies overlap with (and are more restrictive than) the 65% policy described above. Therefore, if shareholders approve the investment objective change, the 65% policy will be removed from the Fund as it is duplicative of the other policies adopted by the Fund.
New Income Fund
The New Income Fund’s current investment objective is as follows:
“The fund seeks the highest level of income consistent with the preservation of capital over time by investing primarily in marketable debt securities.”
The Board proposes that the New Income Fund’s investment objective be changed to the following:
PAGE 36
“The fund seeks to maximize total return through income and capital appreciation.”
The Fund’s Board, upon recommendation by the Fund’s investment adviser, believes that it is in the interests of the fund’sFund’s shareholders to approve a more general investment objective to allowprovide the fund greater flexibility to execute its investment program.
Equity Income Portfolio (and its II Class)
Fund with more long-term flexibility. The Equity Income Portfolio’s currentBoard also believes that shareholders will benefit from the proposed investment objective is as follows: “The fund seeksit removes ambiguity around the phrase “marketable debt securities” and better reflects the Fund’s investment strategies.
Similar to provide substantial dividend income as well as long-term growththe policy described above for International Bond Fund, the inclusion of capital through investmentsthe phrase “…primarily in marketable debt securities” (emphasis added) in the common stocks of established companies.” In connection with the fund’s currentFund’s investment objective has led the fund’s principal investment strategies, as set forth in the fund’s prospectus, provide that the fund willFund to normally invest at least 80% of net assets in common stocks and 65% in the common stocks of well-established companies paying above-average dividends.
The Board proposes that the Equity Income Portfolio’s investment objective be changed to the following: “The fund seeks a high level of dividend income and long-term capital growth primarily through investments in stocks.” To conform to the new investment objective, the fund’s principal investment strategies would be revised to provide that the fund will normally invest at least 80% of its net assets in stocks with an emphasis on larger capitalization stocks with a strong track record of paying dividends or that are believed to be undervalued.
While there will be no material changesmarketable debt securities. This policy dates back to the fund’s currentFund’s inception in 1973. In practice, the Fund has interpreted a “marketable debt security to mean an “investment-grade bond” (i.e., BBB- or equivalent, or better).
In addition, the proposed investment program (norobjective better reflects the Fund’s investment strategy. Capital preservation is typically associated with Funds that invest in the highest quality, short-term instruments, such as money market or short-term bond Funds, and the Fund’s investment adviser therefore recommends removing it from the Fund’s objective. Funds that seek total return through income and capital appreciation, on the other hand, generally have the ability to invest in lower-rated debt securities (including lower-rated investment-grade securities), and a wider variety of securities (such as derivatives), both of which are any anticipated as a resultcomponent of the change in investment objective), the Board, upon recommendation by the fund’s investment adviser, believes that fund shareholders will benefit from the more general
PAGE 35
investment objective by allowing the fund greater flexibility to execute its investment strategies in the future. There are no generally accepted positions regarding what is considered substantial dividend income or above-average dividends, or what market capitalization should define a company as well-established. However, the fund’s principal investment strategies have interpreted the term “substantial dividend income” to mean that, under normal conditions, the yield on the fund’s portfolio securities generally exceeds the yield on the fund’s benchmark, the Standard & Poor’s 500 Stock Index. Removing the references to “substantial dividend income” and “established companies “ from the fund’s investment objective is not expected to alter the fund’s investment style as the portfolio manager will continue to employ a value approach to stock selection and seek stocks of large-capitalization companies with strong track records of paying dividends. The fund continues to believe that income can be a significant contributor to the fund’s total return over time and it does not intend to depart from this approach. The reference to how the fund defines the term “substantial dividend income” will be removed from the fund’s principal investment strategies, although the strategies will be revised to explain that the fund’s yield is expected to normally be above that of the Standard & Poor’s 500 Stock Index and to clarify that the fund’s investments will mainly be in large-capitalization stocks.Fund’s strategies.
There will be no material changes to the fund’sFund’s current investment program, or to the fund’sFund’s overall risk profile, as a result of these changes. However,In addition, the Board believes that it isfollowing two operating policies, which are stated in the interestsFund’s prospectus, will remain unchanged: (1) the Fund will invest at least 80% of its total assets in income-producing securities, which may include, but are not limited to, U.S. government and agency obligations, mortgage- and asset-backed securities, corporate bonds, foreign bonds, commercial mortgage-backed securities, and Treasury inflation protected securities; and (2) 80% of the fund’s shareholders to approve a more generaldebt securities purchased by the Fund will be rated investment objective to allow the fund greater flexibility to execute its investment program.
Equity Index 500 Fund
The Equity Index 500 Fund’s current investment objective is as follows: “The fund seeks to match the performancegrade (i.e., rated in one of the Standardfour highest rating categories) by each of the major credit rating agencies (Standard & Poor’s, 500 Stock Index.”
The Board proposesMoody’s, and Fitch) that the Equity Index 500 Fund’s investment objective be changedhave assigned a rating to the following: “The fund seekssecurity or, if unrated, deemed to trackbe of investment-grade quality by T. Rowe Price. These two restrictions are more appropriate limits on the performance ofFund’s investments than a benchmark index that measuresreference to “marketable debt securities.” Additionally, these two policies overlap with (and are more restrictive than) the investment return of large-capitalization U.S. stocks.”
While there will be no material changes to the fund’s current investment program (nor are any anticipated as a result of the change in investment objective), the Board, upon recommendation by the fund’s investment adviser, believes that fund65% policy described above. Therefore, if shareholders will benefit from the more general investment objective by allowing the fund to more effectively continue tracking an appropriate large-cap U.S. stock benchmark should there be any unexpected changes to the Standard & Poor’s 500 Stock Index. The specific reference in the investment objective to the Standard & Poor’s 500 Stock Index could potentially create challenges and unanticipated costs to the fund’s shareholders if Standard & Poor’s changed the benchmark’s name, including in connection with the sale of the benchmark to another
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data provider, which could requireapprove the fundinvestment objective change, the 65% policy will be removed from the Fund as it is duplicative of other Fund policies.
What vote is required to quickly seek shareholderapprove each Fund’s amendment to its investment objective?
Proposal No. 2 requires the affirmative vote of the lesser of: (1) 67% or more of the relevant Fund’s shares represented at the Shareholder Meeting if the holders of more than 50% of the outstanding shares are present in person or by proxy; or (2) more than 50% of the Fund’s outstanding shares. Shareholders of all classes of a particular Fund vote together on the proposal affecting that Fund. However, the approval to continue investing in accordance with itsamend a particular Fund’s investment objective. While such an event could require the fundobjective is not contingent upon obtaining approval to change its name as well, the Board would be authorized to approve a name change without the need to seek shareholder approval.amend any other Funds’ investment objectives under this proposal.
If the proposed amendment to each Fund’s investment objective is approved the fund would continueby shareholders, it is expected to seekbecome effective on or about August 1, 2018. An supplement to match the performanceeach Fund’s summary prospectus will be sent to shareholders to notify them of the Standard & Poor’s 500 Stock Index by using a full replication strategy, which involves investing substantially allchanges.
The Boards of Directors, including the Funds’ independent directors, recommend that shareholders of the fund’s assets in allrelevant Fund vote FOR Proposal No. 2 with respect to their Fund.
PROPOSAL NO. 3 — Amend the fundamental policy on commodities of each of the stocksDividend Growth, Institutional High Yield, Institutional Large-Cap Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, Institutional Small-Cap Stock, New America Growth, and QM U.S. Small-Cap Growth Equity Funds, and the Emerging Markets Local Multi-Sector Account Portfolio
The Dividend Growth, Institutional High Yield, Institutional Large-Cap Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, Institutional Small-Cap Stock, New America Growth, and QM U.S. Small-Cap Growth Equity Funds, and the Emerging Markets Local Multi-Sector Account Portfolio currently have the following fundamental policy on commodities:
“The funds may not, as a matter of fundamental policy, purchase or sell physical commodities, except that the funds may enter into futures contracts and options thereon.”
The Board is proposing to replace this policy with a new fundamental policy relating to commodities. The Board is proposing, upon recommendation by the Fund’s investment adviser, that the Funds adopt the following policy on commodities:
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“The funds may not, as a matter of fundamental policy, purchase or sell commodities except to the extent permitted by applicable law.”
The 1940 Act requires an investment company to state its fundamental investment restriction regarding the purchase and sale of commodities in its SAI. The Boards believe that changing the term “physical commodities” to “commodities” in the Standard & Poor’s 500 Stock Indexpolicy better conforms with the 1940 Act requirements, and maintaining holdingsthe increased flexibility from broadening the policy from investments only in commodity-related futures and options to any commodity-related investments permitted by law that will benefit fund shareholders.
Since the initial adoption of each stockthis policy for these Funds, the financial markets and regulatory guidance have evolved and new types of financial instruments have become available as potential investment opportunities, including investments in approximatelycommodity-linked instruments. The proposed fundamental investment policy would align these Funds’ policy on commodities with the same proportion to its weight inrest of the index. To conform toT. Rowe Price Funds (with the newexception of certain short-term bond and money market funds, whose investment objective,programs do not permit the only modification touse of derivatives). Most of the fund’s principal investment strategies (as set forth in the fund’s prospectus) would be to clarify that tracking the investment returnother T. Rowe Price Funds adopted this proposed policy after obtaining shareholder approval of a large-capitalization U.S. stock indexsimilar proposal in 2013, and any T. Rowe Price Funds that have launched since that date have adopted this policy at their inception. Therefore, approval of this policy would align it with the commodities policy of all other T. Rowe Price Funds other than certain short-term bond and money market funds.
The Boards and T. Rowe Price consider the proposed policy to be well-suited to today’s regulatory and investment environments. The policy would still provide that direct investments in commodities are prohibited. It is achieved by seekingintended to trackpreserve the Standard & Poor’s 500 Stock Index.
ThereFunds’ flexibility to invest in a variety of modern financial instruments and will be no materialallow the Funds to buy and sell various financial instruments representing interests in commodities and enter into swaps and other commodity-related derivative transactions involving commodities. T. Rowe Price does not anticipate any immediate changes to the fund’s current investment program, or tomanner in which any of the fund’s overall risk profile,T. Rowe Price Funds are managed as a result of this change. However, the Boardpolicy reflects the notion that increasing numbers of mutual funds are using investments in commodity-related derivatives transactions to help meet their investment objectives and should provide the Funds with greater flexibility in the future to pursue new investment opportunities as they become available.
What vote is required to revise the fundamental policy on commodities for each Fund?
Proposal No. 3 requires the affirmative vote of the lesser of: (1) 67% or more of the relevant Fund’s shares represented at the Shareholder Meeting if the holders of more than 50% of the outstanding shares are present in person or
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by proxy; or (2) more than 50% of the Fund’s outstanding shares. Shareholders of all classes of a particular fund vote together on the proposal affecting that Fund. However, the approval to revise the fundamental policy on commodities for a particular Fund is not contingent upon obtaining approval to adopt a new fundamental policy on commodities for any other Funds under this proposal.
If the proposed amendment to the fundamental policy is approved by shareholders, it is expected to become effective on or about August 1, 2018, and the Funds’ SAI will be revised accordingly.
The Boards of Directors, including the Funds’ independent directors, recommend that shareholders of the relevant Fund vote FOR Proposal No. 3 with respect to their Fund.
PROPOSAL NO. 4 — Amend the industry concentration policy of the Emerging Europe Fund
The 1940 Act requires every mutual fund to adopt a fundamental investment policy regarding industry concentration. A Fund is considered by the SEC to concentrate its investments in a particular industry or group of industries if it invests more than 25% of its net assets (exclusive of certain items such as cash; U.S., state, or local government securities, or related agencies or instrumentalities; and certain tax-exempt securities) in issuers of a particular industry or group of industries.
Generally, a Fund may not reserve the freedom of action to concentrate pursuant to its investment manager’s discretion and without shareholder approval, unless the specific conditions under which any changes in concentration will be made are set forth in the Fund’s prospectus and SAI. To satisfy this standard, the SEC believes that ita Fund must clearly describe, in as much detail as is practicable, the circumstances under which the Fund may concentrate its investments.
Currently, the Emerging Europe Fund may not concentrate in any one industry. The Fund has the interestsfollowing fundamental investment policy regarding industry concentration:
The Fund will not:
Purchase the securities of any issuer if, as a result, more than 25% of the value of the fund’s shareholdersnet assets would be invested in the securities of issuers having their principal business activities in the same industry.
The Board, upon recommendation from the Fund’s investment adviser, is proposing to approvechange the Fund’s industry concentration policy as follows:
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The Fund may not:
Purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more general investment objective to avoid potential future issues that could arise from a name change involvingthan 25% of the fund’s benchmark index. Further, suchnet assets would be invested in the securities of companies whose principal business activities are in the same industry, except that the fund may purchase the securities of any issuer if, as a result, no more than 35% of the fund’s net assets would be invested in any industry that accounts for more than 20% of the emerging European market as a whole, as measured by an approach is believedindex determined by T. Rowe Price to be consistent withan appropriate measure of the approach employed by similarly managed index funds.
Equity Index 500 Portfolioemerging European market.
The Equityemerging European investable universe, due to its limited geographic scope and underdeveloped nature, can have significant concentration in a single industry. For example, as of February 16, 2018, the MSCI Emerging Markets Europe Index, 500 Portfolio’sthe Fund’s current investment objectivebenchmark, is as follows: “The fund seeks to matchhighly concentrated in two industries, with approximately 34% of its weighted constituents in banks and approximately 31% of its weighted constituents in oil & gas companies. This index is representative of the investable market in emerging Europe – with 86 constituents, the index covers approximately 85% of the market capitalization in six emerging European countries, including the Czech Republic, Greece, Hungary, Poland, Russia, and Turkey. Thus, the Fund’s current concentration policy can create a significant weighting difference between the Fund and the broader opportunity set in emerging European markets, and this difference can have a material impact on the performance of the Standard & Poor’s 500 Stock Index.”
The Board proposesFund. T. Rowe Price believes that by extending the Equity Index 500 Portfolio’s investment objective be changedFund’s ability to invest in an industry above 25% in instances where the following: “The fund seeks to track the performance of a benchmark index that measures the investment return of large-capitalization U.S. stocks.”
While there will be no material changes to the fund’s current investment program (norbroader emerging European markets are similarly concentrated (over 20% in any anticipated as a result of the change in investment objective)one industry), the Board, upon recommendation byFund can better capitalize on investment opportunities across the fund’s investment adviser, believes that fund shareholders will benefit from the more general investment objective by allowing the fund to more effectively continue tracking an appropriate large-cap U.S. stock benchmark should there be any unexpected changes to the Standard & Poor’s 500 Stock Index. The specific reference in the investment objective to the Standard & Poor’s 500 Stock Index could potentially create challenges and unanticipated costs to the fund’s shareholders if Standard & Poor’s changed the benchmark’s name, including in connection with the sale of the benchmark to another data provider, which could require the fund to quickly seek shareholder approval to continueemerging European universe, while investing in accordance with its historic investment objective.strategy. Furthermore, as emerging European markets continue to evolve, T. Rowe Price believes that a more flexible concentration policy can enhance the Fund’s ability to respond to changes in market conditions. For example, should the emerging European markets become significantly concentrated in some other industry over time, the Fund would have the ability to invest up to 35% of its net assets in that particular industry. In fact, the industries that have dominated the emerging European markets have historically changed over time, and we expect this trend to continue.
As noted, the Fund’s current benchmark is the MSCI Emerging Markets Europe Index. For purposes of this fundamental policy, the Fund would not consider its benchmark to be fundamental, and therefore the Fund’s benchmark could be changed without a shareholder vote. While such an eventT. Rowe Price could requireadopt a different benchmark index to represent the fund to change its name as well, theemerging
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European investable universe in the future, such index would only be used if determined by T. Rowe Price and the Fund’s Board to be an appropriate measure of the emerging European markets based on index characteristics. Furthermore, any such changes to the benchmark index used to evaluate compliance with this industry concentration policy for the Fund would be authorizedapproved by the Board and shareholders would receive appropriate notice of the change. T. Rowe Price believes that this flexibility around the benchmark index is necessary as an index provider may discontinue an index, stop publishing it, or change the composition of the index such that it no longer is an appropriate representation of the emerging European markets.
T. Rowe Price believes that the proposed change to approvethe Fund’s industry concentration policy will not substantially change the nature of the Fund, as the policy will only permit the Fund to concentrate in an industry up to 35% of its net assets.
T. Rowe Price currently expects that the Fund will likely concentrate in the banking industry if the proposal is approved, as the banking industry currently represents a name change withoutsignificant portion of the needemerging European universe and the Fund’s current benchmark. To the extent that the Fund has significant investments in the banking industry, the Fund will be particularly sensitive to seek shareholder approval.the risks of the banking industry. Risks associated with banks and financial companies are already disclosed in the Fund’s prospectus as follows:
To the extent the fund has significant investments in banking companies, it is more susceptible to adverse developments affecting such companies and may perform poorly during a downturn in the banking industry. Banks can be adversely affected by, among other things, regulatory changes, interest rate movements, the availability of capital and the cost to borrow, and the rate of debt defaults. Banks are often subject to extensive governmental regulation and intervention, and the potential for additional regulation could reduce profit margins and adversely affect the scope of their activities, and the amount of capital they must maintain, and limit the amounts and types of loans and other financial commitments they can make. In addition, companies in the banking industry may also be adversely affected by decreases in the availability of money or asset valuations, credit rating downgrades, increased competition, and adverse conditions in other related markets.
The oversight of, and regulations applicable to, banks in emerging European markets may be ineffective when compared with the regulatory frameworks for banks in developed markets. Banks in emerging markets may have significantly less access to capital than banks in more developed markets, leading them to be more likely to fail under adverse economic conditions. In addition, the impact of future regulation on any individual
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bank, or on the financial services sector as a whole, can be very difficult to predict.
What vote is required to revise the Emerging Europe Fund’s industry concentration policy?
Proposal No. 4 requires the affirmative vote of the lesser of: (1) 67% or more of the Fund’s shares represented at the Shareholder Meeting if the holders of more than 50% of the outstanding shares are present in person or by proxy; or (2) more than 50% of the fund’s outstanding shares. Shareholders of all classes of the Emerging Europe Fund vote together on Proposal No. 4. If Proposal No. 4 is not approved by shareholders of the Fund, the Fund’s current fundamental investment policy regarding industry concentration will remain in effect.
If the proposed amendment to the fundamental policy is approved by shareholders, it is expected to become effective on or about August 1, 2018, and the Fund’s prospectus and SAI will be revised accordingly.
The Boards of Directors, including the Fund’s independent directors, recommend that shareholders of the Fund vote FOR Proposal No. 4.
PROPOSAL NO. 5 — Reclassify the diversification status of each of the Communications & Technology, Financial Services, Global Consumer, Global Industrials, Global Technology, Health Sciences, New Era, Real Estate, and Science & Technology Funds, and the Health Sciences Portfolio from diversified to nondiversified
If Proposal No. 5 is approved, each of the Communications & Technology Fund, Financial Services Fund, Global Consumer Fund, Global Industrials Fund, Global Technology Fund, Health Sciences Fund, Health Sciences Portfolio, New Era Fund, Real Estate Fund, and Science & Technology Fund (together, the “Sector Funds”) would no longer be subject to the following policy:
Each may not (1) purchase a security if, as a result, with respect to 75% of the value of the fund’s total assets, more than 5% of the value of the fund’s total assets would be invested in the securities of a single issuer, except for cash, securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities, and securities of other investment companies; and
(2) purchase a security if, as a result, with respect to 75% of the value of the fund’s total assets, more than 10% of the outstanding voting securities of any issuer would be held by the fund (other than obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities).
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Section 5(b) of the 1940 Act requires mutual funds to be classified as either diversified or nondiversified, and a Fund’s diversification status is considered a fundamental policy. Diversified Funds are subject to the restrictions included in the above policy and nondiversified Funds are not. As a result, a nondiversified Fund is permitted to hold a greater percentage of its assets in the securities of a single issuer. In addition, under the 1940 Act, a nondiversified Fund is permitted to operate as a diversified Fund, but a diversified Fund cannot become nondiversified unless shareholders approve the change. Under applicable SEC guidance, if a nondiversified Fund operates for more than three years as diversified, it is considered diversified for SEC diversification purposes, and T. Rowe Price would need to present the change to the Board and then shareholders for approval if it wanted to switch back to nondiversified.
Sector Funds tend to have more concentrated benchmarks with limited investable opportunity sets. As a result, many mutual funds from other sponsors that focus on particular sectors operate as nondiversified Funds. With respect to the T. Rowe Price Funds, the Communications & Technology and Global Technology Funds, in particular, have historically been constrained by operating as diversified since they tend to have more than 5% or greater positions in their portfolio companies than other more broadly diversified Funds. The proposed change to the diversification policy will provide each Sector Fund with greater flexibility in executing its investment program, but will not substantially affect the way each Fund is managed.
If the proposal is approved, each Sector Fund would continue to seekbe subject to match the performancediversification tests under Subchapter M of the Standard & Poor’s 500 Stock Index by using a full replication strategy, which involves investing substantially allInternal Revenue Code that apply to regulated investment companies. To qualify, among other requirements, each Fund must limit its investment so that, at the close of each quarter of the fund’s assets in alltaxable year, (1) not more than 25% of the stocksFund’s total assets will be invested in the Standard & Poor’s 500 Stock Indexsecurities of a single issuer, and maintaining holdings(2) with respect to 50% of its total assets, not more than 5% of its total assets will be invested in the securities of a single issuer and the Fund will not own more than 10% of the outstanding voting securities of a single issuer.
What vote is required to reclassify the diversification status of each stockSector Fund from diversified to nondiversified?
Proposal No. 5 requires the affirmative vote of the lesser of: (1) 67% or more of the relevant Fund’s shares represented at the Shareholder Meeting if the holders of more than 50% of the outstanding shares are present in approximatelyperson or by proxy; or (2) more than 50% of the same proportionFund’s outstanding shares. Shareholders of all classes of a particular Fund vote together on the proposal affecting that Fund. If Proposal No. 5 is not approved by shareholders of a Fund, the Fund will remain diversified. In addition, the approval to its weight inreclassify
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a particular Fund to nondiversified is not contingent upon obtaining approval to reclassify the index. To conformdiversification status for any of the other Sector Funds under this proposal.
If the proposed amendment to the new investment objective,fundamental policy is approved by shareholders, it is expected to become effective on or about August 1, 2018, and each Sector Fund’s prospectus and SAI will be revised accordingly.
The Boards of Directors of the only modificationSector Funds, including the Sector Funds’ independent directors, recommend that shareholders of the relevant Fund vote FOR Proposal No. 5 with respect to their Fund.
FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING
What is the fund’s principal investment strategies (as set forth inrequired quorum?
To hold a shareholders meeting for the fund’s prospectus) would be to clarify that tracking the investment returnT. Rowe Price Funds, one-third of a large-capitalization U.S. stock indexFund’s shares entitled to be voted must have been received by proxy or be present in person at the meeting. In the event that a quorum is achievedpresent but sufficient votes in favor of a proposal are not received by seekingthe Shareholder Meeting date, the persons named as proxies may propose one or more adjournments to trackpermit further solicitation of proxies. Any such adjournment will require the Standard & Poor’s 500 Stock Index.
Thereaffirmative vote of a majority of the shares present in person or by proxy at the Shareholder Meeting to be adjourned. Shares voted against a proposal will be no material changes tovoted against the fund’s current investment program, or to the fund’s overall risk profile,proposed adjournment. The persons named as a resultproxies will vote in favor of this change. However, the Board believessuch adjournment if they determine that itadditional solicitation is reasonable and in the interests of a Fund’s shareholders.
How are the fund’svotes counted?
The individuals named as proxies (or their substitutes) on the enclosed proxy card (or cards, if you have multiple Funds or accounts) will vote according to your directions if your proxy is received properly executed, or in accordance with your instructions given when voting by telephone or online. With respect to Proposal No. 1 to elect directors, you may direct the proxy holders to vote your shares on the proposal by checking the appropriate box “FOR ALL NOMINEES” or “FOR ALL EXCEPT,” or instruct them not to vote those shares on the proposal by checking the “WITHHOLD AUTHORITY” box.
With respect to Proposal Nos. 2, 3, 4, and 5, you may direct the proxy holders to vote FOR or AGAINST or ABSTAIN. Alternatively, you may simply sign, date, and return your proxy card(s) with no specific instructions as to the proposals. If you properly execute your proxy card, or submit your vote
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via the telephone or online, and give no voting instructions with respect to the election of directors or any of the other proposals, your shares will be voted FOR ALL NOMINEES and FOR all of the other proposals on which you are entitled to vote.
Abstentions and “broker nonvotes” (as described below) are counted for purposes of determining whether a quorum is present for purposes of convening the Shareholder Meeting. Broker nonvotes are shares held by a broker or nominee for which an executed proxy is received by the Fund but are not voted as to one or more proposals because instructions have not been received from the beneficial owners or persons entitled to vote, and the broker or nominee does not have discretionary voting power. Since Proposal No. 1 must be approved by a plurality vote, abstentions and broker nonvotes will have no effect on the result of the vote. Because Proposal Nos. 2, 3, 4, and 5 must be approved by a percentage of voting securities present at the meeting or a majority of the Fund’s outstanding shares, abstentions and broker nonvotes will be considered to be voting securities that are present and will have the effect of being counted as votes against the applicable proposal.
For shares of a Fund held in an individual retirement account (“IRA”) or Coverdell education savings account (“ESA”) that is sponsored by T. Rowe Price Trust Company and for which T. Rowe Price Trust Company serves as custodian, T. Rowe Price Trust Company shall, without written direction from the investor, vote shares for which no voting instructions are timely received in the same proportion as shares for which voting instructions from other shareholders are timely received.
For shares of the Funds that are series of T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., and T. Rowe Price International Series, Inc. (collectively, the “Variable Insurance Portfolios”) held by insurance company separate accounts for which the insurance company has not received timely voting instructions, as well as shares the insurance company owns, those shares shall be voted in the same proportion as shares for which voting instructions from contract holders are timely received.
Shares of the T. Rowe Price Funds that are held by other T. Rowe Price Funds will be voted in the same proportion as shares for which voting instructions from other shareholders are timely received.
Can additional matters be acted upon at the Shareholder Meeting?
T. Rowe Price knows of no other business that may come before the Shareholder Meeting. However, if any additional matters are properly presented at the Shareholder Meeting, it is intended that the persons named in the enclosed proxy, or their substitutes, will vote on such matters in accordance with their judgment.
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Are the T. Rowe Price Funds required to hold annual meetings?
Under Maryland law, each T. Rowe Price Fund is not required to hold an annual meeting of shareholders. The Boards have determined that the Funds will take advantage of this Maryland law provision to avoid the significant expenses associated with holding an annual meeting of shareholders, including legal, accounting, printing, and mailing fees incurred in preparing proxy materials. Accordingly, no annual meeting of shareholders shall be held in any year in which a meeting is not otherwise required to be held under the 1940 Act or Maryland law, unless the Boards determine otherwise. However, special meetings of shareholders will be held in accordance with applicable law or when otherwise determined by the Boards.
If a shareholder wishes to present a proposal to be included in a proxy statement for a subsequent shareholder meeting, the proposal must be submitted in writing and received by Darrell Braman, Secretary of the T. Rowe Price Funds, 100 East Pratt Street, Baltimore, Maryland 21202, within a reasonable time before a Fund begins to print and mail its proxy materials for the meeting. The timely submission of a proposal does not guarantee its consideration at the meeting.
How are proxies delivered and votes recorded?
This Proxy Statement was mailed along with a proxy voting card and prepaid envelope. You may record your votes on the enclosed proxy card and mail it in the accompanying prepaid envelope to Proxy Tabulator, P.O. Box 808002, Louisville, KY 40233-9893. Any mailed proxies sent to this address will be delivered to Computershare Limited (“Computershare”), which T. Rowe Price has retained to tabulate the votes. In addition, the Funds have arranged through Computershare to have votes recorded through online or by telephone. The telephone and online voting procedures are reasonably designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Computershare is also responsible for assisting T. Rowe Price in determining whether quorum is achieved for a particular Fund and whether sufficient votes are received to approve a proposal.
Some shareholders will not automatically receive a copy of this entire Proxy Statement in the mail, but will instead receive a notice that informs them of how to access all of the proxy materials on a publicly available website (commonly referred to as “notice and access”). Shareholders who receive such a notice will not be able to return the notice to have their vote recorded. However, they can access the proxy materials at www.proxydirect.com/trp-28475 to vote eligible shares or may use the instructions on the notice to request a paper or email copy of the proxy materials at no charge.
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The SEC has adopted rules that permit investment companies, such as the T. Rowe Price Funds, and intermediaries to satisfy the delivery requirements for proxy statements with respect to two or more general investment objectiveshareholders sharing the same address by delivering a single proxy statement addressed to avoid potential future issues thatthose shareholders. This process, which is commonly referred to as “householding,” could arise fromresult in extra convenience and cost savings for the Funds and their shareholders. Unless a name change involving the fund’s benchmark index. Further, suchFund has received contrary instructions, only one copy of this Proxy Statement will be mailed to two or more shareholders who share an approach is believedaddress. If you need additional copies, do not want your mailings to be consistent“householded,” or would like to request a single copy if multiple copies are being received, please call 1-800-225-5132 or write us at P.O. Box 17630, Baltimore, Maryland 21297-1630.
How can proxies be solicited, and who pays for the costs involved with the approach employedproxy?
Directors and officers of a Fund, or employees of T. Rowe Price (and its affiliates) may solicit proxies by similarly managed index funds.mail, in person, electronically (assuming that applicable requirements are met) or by telephone. In the event that votes are solicited by telephone, shareholders would be called at the telephone number T. Rowe Price has in its records for their accounts, and would be asked for their Social Security number or other identifying information. The shareholders would then be given an opportunity to authorize proxies to vote their shares at the Shareholder Meeting in accordance with their instructions. To ensure that shareholders’ instructions have been recorded correctly, confirmation of the instructions is also mailed and a special toll-free number provided in case the information contained in the confirmation is incorrect.
To help ensure that sufficient shares of common stock are represented at the Shareholder Meeting to permit approval of the proposals outlined in the Proxy Statement, the Funds will also use the solicitation services of Computershare to assist them in soliciting proxies.
Who pays for the costs involved with the proxy?
For managing the T. Rowe Price Funds’ overall proxy campaign, Computershare will receive a fee plus reimbursement for out-of-pocket expenses. Computershare will also receive fees in connection with the printing, preparing, assembling, mailing, and transmitting of proxy materials on behalf of the T. Rowe Price Funds, tabulating those votes that are received, and any solicitation of additional votes. The fees received by Computershare will vary based on the level of additional solicitation necessary to achieve quorum and shareholder approval. In addition to the fees paid to Computershare, securities brokers, custodians, fiduciaries, and other persons holding shares as nominees will be reimbursed, upon request, for their reasonable expenses in sending solicitation materials to the principals of the
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accounts. The fees for these services, along with printing, postage and solicitation services are estimated to range between $13.5 and $15 million. All costs of the Shareholder Meeting and the proxy campaign, including the use of Computershare and the reimbursement to brokers for solicitation and the preparation of proxy materials, will be paid for by each Fund in proportion to its relative asset size at the time of the Shareholder Meeting (except for the Multi-Sector Account Portfolios). For any Funds subject to contractual expense limitations or all-inclusive management fee rates, the proxy expenses over and above any contractually stated fee rate will be borne by T. Rowe Price.
Can I change my vote after I mail my proxy?
Any proxy, including those given online or by telephone, may be revoked at any time before the votes have been submitted for tabulation at the Shareholder Meeting by filing a written notice of revocation with a Fund, by delivering a properly executed proxy bearing a later date, or by attending the Shareholder Meeting and voting in person. If you vote via telephone or online, you can change your vote up until 7:59 a.m. on July 25, 2018.
GENERAL INFORMATION ABOUT THE FUNDS
Who are the Funds’ investment adviser, principal underwriter, and other service providers?
T. Rowe Price serves as investment adviser to all of the T. Rowe Price Funds and provides the Funds with investment management services. T. Rowe Price is a wholly owned subsidiary of T. Rowe Price Group Inc. While T. Rowe Price is responsible for supervising and overseeing the Funds’ investment programs, T. Rowe Price has entered into investment sub-advisory agreements with T. Rowe Price Hong Kong Limited (“Price Hong Kong”), T. Rowe Price International Ltd (“Price International”), and/or T. Rowe Price Japan, Inc. (“Price Japan”) on behalf of certain T. Rowe Price Funds. Price Hong Kong and Price Japan are wholly owned subsidiaries of T. Rowe Price International, and T. Rowe Price International is a wholly owned subsidiary of T. Rowe Price.
Each Fund also has fund accounting agreements with T. Rowe Price and The Bank of New York Mellon; an underwriting agreement with T. Rowe Price Investment Services, Inc. (“Investment Services”); and a transfer agency agreement with T. Rowe Price Services, Inc. (“Price Services”). The taxable Funds also have a transfer agency agreement with T. Rowe Price Retirement Plan Services, Inc. (“RPS”). Investment Services, Price Services, and RPS are wholly owned subsidiaries of T. Rowe Price.
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T. Rowe Price Trust Company serves as trustee and/or custodian for certain IRAs, ESAs, and small business retirement plans that utilize the Funds as investment options, and is a wholly owned subsidiary of T. Rowe Price.
The address for T. Rowe Price, Investment Services, and T. Rowe Price Trust Company is 100 East Pratt Street, Baltimore, MD 21202. The address for Price Services and RPS is 4515 Painters Mill Road, Owings Mills, MD 21117. The address for The Bank of New York Mellon is 225 Liberty Street, New York, New York 10286.
The Funds have a policy to not pay any commissions to affiliated broker-dealers.
Who are the Funds’ executive officers?
John R. Gilner serves as Chief Compliance Officer for the T. Rowe Price Funds. In addition, Mr. Gilner is the Chief Compliance Officer and a Vice President of T. Rowe Price, as well as a Vice President of T. Rowe Price Group, Inc. Catherine D. Mathews serves as Treasurer for the T. Rowe Price Funds. Ms. Mathews is a Vice President of T. Rowe Price and T. Rowe Price Group, Inc. Darrell N. Braman serves as Secretary for the T. Rowe Price Funds. Mr. Braman is a Vice President of T. Rowe Price and T. Rowe Price Group, Inc. The following table, entitled “Executive Officers of the Funds,” lists the other executive officers of the Funds covered by this Proxy Statement and their positions with each Fund, T. Rowe Price, and T. Rowe Price Group, Inc., as of April 6, 2018. Each executive officer has been an officer of T. Rowe Price, T. Rowe Price Group, Inc., and the Funds for at least the last five years unless otherwise indicated.
Executive Officers of the Funds | |||
Officer, Year of Birth | Position With Fund | Position With T. Rowe Price | Position With T. Rowe Price Group |
Balanced Fund | |||
Charles M. Shriver, 1967 | President | Vice President | Vice President |
Blue Chip Growth Fund | |||
Larry J. Puglia, 1960 | President | Vice President | Vice President |
Capital Appreciation Fund | |||
David R. Giroux, 1975 | President | Vice President | Vice President |
Capital Appreciation & Income Fund | |||
David R. Giroux, 1975 | Co-President | Vice President | Vice President |
Steven D. Krichbaum, 1977 | Co-President | Vice President | Vice President |
Paul M. Massaro, 1975 | Co-President | Vice President | Vice President |
Capital Opportunity Fund | |||
Ann M. Holcomb, 1972 | Co-President | Vice President | Vice President |
Jason B. Polun, 1974 | Co-President | Vice President | Vice President |
Thomas H. Watson, 1977 | Co-President | Vice President | Vice President |
Communications & Technology Fund | |||
Paul D. Greene II, 1978 | President | Vice President | Vice President |
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Executive Officers of the Funds | |||
Officer, Year of Birth | Position With Fund | Position With T. Rowe Price | Position With T. Rowe Price Group |
Corporate Income Fund | |||
David A. Tiberii, 1965 Steve Boothe, 1977 Lauren T. Wagandt, 1984 | President Executive Vice President Executive Vice President | Vice President Vice President Vice President | Vice President Vice President Vice President |
Credit Opportunities Fund | |||
Rodney M. Rayburn, 1970a | President | Vice President | Vice President |
Diversified Mid-Cap Growth Fund | |||
Donald J. Peters, 1959 Donald J. Easley, 1971 | President Executive Vice President | Vice President Vice President | Vice President Vice President |
Dividend Growth Fund | |||
Thomas J. Huber, 1966 | President | Vice President | Vice President |
Equity Income Fund | |||
John D. Linehan, 1965 | President | Vice President | Vice President |
Equity Series | |||
Robert W. Sharps, 1971 Ziad Bakri, 1980 Brian W.H. Berghuis, 1958 John D. Linehan, 1965 Larry J. Puglia, 1960 Charles M. Shriver, 1967 Ken D. Uematsu, 1969 Justin P. White, 1981 | President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President | Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President | Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President |
Financial Services Fund | |||
Gabriel Solomon, 1977 | President | Vice President | Vice President |
Fixed Income Series | |||
Cheryl A. Mickel, 1967 Joseph K. Lynagh, 1958 Micahel F. Reinartz, 1973 | President Executive Vice President Executive Vice President | Vice President Vice President Vice President | Vice President Vice President Vice President |
Floating Rate Fund | |||
Paul M. Massaro, 1975 | President | Vice President | Vice President |
Global Allocation Fund | |||
Charles M. Shriver, 1967 | President | Vice President | Vice President |
Global Multi-Sector Bond Fund | |||
Steven C. Huber, 1958 Kenneth A. Orchard, 1975 | President Executive Vice President | Vice President — | Vice President Vice President |
Global Real Estate Fund | |||
Nina P. Jones, 1980 | President | Vice President | Vice President |
Global Technology Fund | |||
Joshua K. Spencer, 1973 | President | Vice President | Vice President |
GNMA Fund | |||
Andrew C. McCormick, 1960 | President | Vice President | Vice President |
Government Money Fund | |||
Joseph K. Lynagh, 1958 | President | Vice President | Vice President |
Growth & Income Fund | |||
Jeffrey Rottinghaus, 1970 | President | Vice President | Vice President |
Growth Stock Fund | |||
Joseph B. Fath, 1971 | President | Vice President | Vice President |
Health Sciences Fund | |||
Ziad Bakri, 1980 | President | Vice President | Vice President |
High Yield Fund | |||
Edward A. Wiese, 1959 Kevin P. Loome, 1967b Mark J. Vaselkiv, 1958 | President Executive Vice President Executive Vice President | Vice President Vice President Vice President | Vice President Vice President Vice President |
Index Trust | |||
Ken D. Uematsu, 1969 | President | Vice President | Vice President |
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Executive Officers of the Funds | |||
Officer, Year of Birth | Position With Fund | Position With T. Rowe Price | Position With T. Rowe Price Group |
Inflation Protected Bond Fund | |||
Stephen L. Bartolini, 1977 | President | Vice President | Vice President |
Institutional Equity Funds | |||
Robert W. Sharps, 1971 Francisco Alonso, 1978 Brian W.H. Berghuis, 1958 Mark S. Finn, 1963 Ann M. Holcomb, 1972 John D. Linehan, 1965 Heather K. McPherson, 1967 Jason B. Polun, 1974 Larry J. Puglia, 1960 Taymour R. Tamaddon, 1976 Thomas H. Watson, 1977 | President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President | Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President | Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President |
Institutional Income Funds | |||
Mark J. Vaselkiv, 1958 Brian J. Brennan, 1964 Steven C. Huber, 1958 Joseph K. Lynagh, 1958 Paul M. Massaro, 1975 Rodney M. Rayburn, 1970a David A. Tiberii, 1965 | President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President | Vice President Vice President Vice President Vice President Vice President Vice President Vice President | Vice President Vice President Vice President Vice President Vice President Vice President Vice President |
Institutional International Funds | |||
Christopher D. Alderson, 1962 Oliver D.M. Bell, 1969 R. Scott Berg, 1972 Richard N. Clattenburg, 1979 Michael J. Conelius, 1964 David J. Eiswert, 1972 Arif Husain, 1972 Andrew J. Keirle, 1974 Sebastien Mallet, 1974 Raymond A. Mills, 1960 Joshua Nelson, 1977 Jason Nogueira, 1974 Kenneth A. Orchard, 1975 Gonzalo Pangaro, 1968 Federico Santilli, 1974 | President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President | — — Vice President Vice President Vice President Vice President — — — Vice President Vice President Vice President — — — | Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President |
Intermediate Tax-Free High Yield Fund | |||
James M. Murphy, 1967 R. Lee Arnold, Jr., 1970 | President Executive Vice President | Vice President Vice President | Vice President Vice President |
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Executive Officers of the Funds | |||
Officer, Year of Birth | Position With Fund | Position With T. Rowe Price | Position With T. Rowe Price Group |
International Funds | |||
Christopher D. Alderson, 1962 Ulle Adamson, 1979 Peter J. Bates, 1974 Oliver D.M. Bell, 1969 R. Scott Berg, 1972 Archibald Ciganer, 1976 Richard N. Clattenburg, 1979 Michael J. Conelius, 1964 Michael Della Vedova, 1969 David J. Eiswert, 1972 Arif Husain, 1972 Andrew J. Keirle, 1974 Anh Lu, 1968 Jonathan H.W. Matthews, 1975 Raymond A. Mills, 1960 Eric C. Moffett, 1979 Samy B. Muaddi, 1984 Joshua Nelson, 1977 Jason Nogueira, 1974 Kenneth A. Orchard, 1975 Gonzalo Pangaro, 1968 Federico Santilli, 1974 Dean Tenerelli, 1964 Justin Thomson, 1968 Mark J. Vaselkiv, 1958 Verena E. Wachnitz, 1978 Ernest C. Yeung, 1979 | President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President | — — Vice President — Vice President Vice President Vice President Vice President — Vice President — — — — Vice President — Vice President Vice President Vice President — — — — — Vice President — — | Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President |
International Index Fund | |||
Neil Smith, 1972 | President | — | Vice President |
International Series | |||
Christopher D. Alderson, 1962 Richard N. Clattenburg, 1979 | President Executive Vice President | — Vice President | Vice President Vice President |
Limited Duration Inflation Focused Bond Fund | |||
Stephen L. Bartolini, 1977 | President | Vice President | Vice President |
Mid-Cap Growth Fund | |||
Brian W.H. Berghuis, 1958 John F. Wakeman, 1962 | President Executive Vice President | Vice President Vice President | Vice President Vice President |
Mid-Cap Value Fund | |||
David J. Wallack, 1960 Heather K. McPherson, 1967 | President Executive Vice President | Vice President Vice President | Vice President Vice President |
Multi-Sector Account Portfolios | |||
Edward A. Wiese, 1959 Steve Boothe, 1977 Andrew J. Keirle, 1974 Paul M. Massaro, 1975 Andrew C. McCormick, 1960 Samy B. Muaddi, 1984 Mark J. Vaselkiv, 1958 | President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President | Vice President Vice President — Vice President Vice President Vice President Vice President | Vice President Vice President Vice President Vice President Vice President Vice President Vice President |
Multi-Strategy Total Return Fund | |||
Richard de los Reyes, 1975 Stefan Hubrich, 1974 | Co-President Co-President | Vice President Vice President | Vice President Vice President |
New America Growth Fund | |||
Justin P. White, 1981 | President | Vice President | Vice President |
New Era Fund | |||
Shawn T. Driscoll, 1975 | President | Vice President | Vice President |
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Executive Officers of the Funds | |||
Officer, Year of Birth | Position With Fund | Position With T. Rowe Price | Position With T. Rowe Price Group |
New Horizons Fund | |||
Henry M. Ellenbogen, 1973 | President | Vice President | Vice President |
New Income Fund | |||
Daniel O. Shackelford, 1958 Stephen L. Bartolini, 1977 | President Executive Vice President | Vice President Vice President | Vice President Vice President |
Personal Strategy Funds | |||
Charles M. Shriver, 1967 | President | Vice President | Vice President |
Quantitative Management Fund | |||
Sudhir Nanda, 1959 Vinit Agrawal, 1987 Prashant G. Jeyaganesh, 1983 Farris G. Shuggi, 1984 | President Executive Vice President Executive Vice President Executive Vice President | Vice President Vice President Vice President Vice President | Vice President Vice President Vice President Vice President |
Real Assets Fund | |||
Wyatt A. Lee, 1971 | President | Vice President | Vice President |
Real Estate Fund | |||
David M. Lee, 1962 | President | Vice President | Vice President |
TRP Reserve Investment Funds | |||
Joseph K. Lynagh, 1958 | President | Vice President | Vice President |
Retirement Funds | |||
Jerome A. Clark, 1961 Wyatt A. Lee, 1971 | President Executive Vice President | Vice President Vice President | Vice President Vice President |
Science & Technology Fund | |||
Kennard W. Allen, 1977 | President | Vice President | Vice President |
Short-Term Bond Fund | |||
Cheryl A. Mickel, 1967 Joseph K. Lynagh, 1958 Michael F. Reinartz, 1973 | President Executive Vice President Executive Vice President | Vice President Vice President Vice President | Vice President Vice President Vice President |
Small-Cap Stock Fund | |||
Francisco M. Alonso, 1978 | President | Vice President | Vice President |
Small-Cap Value Fund | |||
J. David Wagner, 1974 | President | Vice President | Vice President |
Spectrum Funds | |||
Charles M. Shriver, 1967 | President | Vice President | Vice President |
State Tax-Free Fund | |||
Hugh D. McGuirk, 1960 Charles B. Hill, 1961 Joseph K. Lynagh, 1958 Konstantine B. Mallas, 1963 | President Executive Vice President Executive Vice President Executive Vice President | Vice President Vice President Vice President Vice President | Vice President Vice President Vice President Vice President |
Summit Funds | |||
Joseph K. Lynagh, 1958 | President | Vice President | Vice President |
Summit Municipal Funds | |||
Hugh D. McGuirk, 1960 Charles B. Hill, 1961 Joseph K. Lynagh, 1958 Konstantine B. Mallas, 1963 | President Executive Vice President Executive Vice President Executive Vice President | Vice President Vice President Vice President Vice President | Vice President Vice President Vice President Vice President |
Tax-Efficient Funds | |||
Donald J. Peters, 1959 | President | Vice President | Vice President |
Tax-Exempt Money Fund | |||
Joseph K. Lynagh, 1958 | President | Vice President | Vice President |
Tax-Free High Yield Fund | |||
James M. Murphy, 1967 R. Lee Arnold, Jr., 1970 | President Executive Vice President | Vice President Vice President | Vice President Vice President |
Tax-Free Income Fund | |||
Konstantine B. Mallas, 1963 | President | Vice President | Vice President |
Tax-Free Short-Intermediate Fund | |||
Charles B. Hill, 1961 | President | Vice President | Vice President |
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Executive Officers of the Funds | |||
Officer, Year of Birth | Position With Fund | Position With T. Rowe Price | Position With T. Rowe Price Group |
Total Return Fund | |||
Andrew C. McCormick, 1960 Christopher P. Brown, Jr., 1977 | President Executive Vice President | Vice President Vice President | Vice President Vice President |
U.S. Bond Enhanced Index Fund | |||
Robert M. Larkins, 1973 | President | Vice President | Vice President |
U.S. Large-Cap Core Fund | |||
Jeffrey Rottinghaus, 1970 | President | Vice President | Vice President |
U.S. Treasury Funds | |||
Brian J. Brennan, 1964 Joseph K. Lynagh, 1958 | President Executive Vice President | Vice President Vice President | Vice President Vice President |
Value Fund | |||
Mark S. Finn, 1963 | President | Vice President | Vice President |
a Prior to 2014, Rodney M. Rayburn was Managing Director of Värde Partners.
b Prior to 2017, Kevin P. Loome was Head of U.S. Credit at Henderson Global Investors and prior to 2013, he was Head of High Yield and Bank Loans at Delaware Investments.
As of January 31, 2018, the directors and executive officers of the T. Rowe Price Funds, as a group, owned less than 1% of the outstanding shares of any fund, except as shown in the following table.
Fund | % |
Asia Opportunities | 2.0 |
Cash Reserves | 1.4 |
Credit Opportunities | 1.3 |
Emerging Markets Value Stock | 1.6 |
Global Consumer | 7.3 |
Global Growth Stock | 1.6 |
Global Industrials | 1.2 |
Institutional Global Focused Growth Equity | 12.0 |
Institutional Global Multi-Sector Bond | 3.9 |
Institutional Global Value Equity | 4.0 |
Intermediate Tax-Free High Yield | 3.3 |
Maryland Short-Term Tax-Free Bond | 5.0 |
Maryland Tax-Free Money | 1.6 |
Summit Municipal Money Market | 1.8 |
Tax-Efficient Equity | 5.0 |
Total Return | 3.3 |
Ultra Short-Term Bond | 2.0 |
U.S. Treasury Money | 1.4 |
How many outstanding shares are there of each Fund?
The following table, entitled “Outstanding Shares of Capital Stock,” sets forth the outstanding shares of capital stock of each Fund and class, as applicable, as of February 28, 2018.
Outstanding Shares of Capital Stock
Fund | Outstanding Shares |
Africa & Middle East | 14,937,442.896 |
Africa & Middle East Fund—I Class | 806,596.756 |
Asia Opportunities | 8,128,148.370 |
Asia Opportunities Fund—Advisor Class | 43,885.667 |
Asia Opportunities Fund—I Class | 609,115.100 |
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Fund | Outstanding Shares |
Balanced | 154,733,430.168 |
Balanced Fund—I Class | 12,572,647.043 |
Blue Chip Growth | 349,360,984.256 |
Blue Chip Growth Fund—Advisor Class | 36,341,175.408 |
Blue Chip Growth Fund—I Class | 94,102,858.012 |
Blue Chip Growth Fund—R Class | 8,446,455.335 |
Blue Chip Growth Portfolio | 26,764,582.111 |
Blue Chip Growth Portfolio—II | 15,190,195.269 |
California Tax-Free Bond | 55,183,773.808 |
California Tax-Free Bond Fund—I Class | 984,138.995 |
California Tax-Free Money | 59,008,429.288 |
California Tax-Free Money Fund—I Class | 250,000.000 |
Capital Appreciation & Income | 10,000.000 |
Capital Appreciation & Income Fund—Advisor Class | — |
Capital Appreciation & Income Fund—I Class | — |
Capital Appreciation | 901,377,339.406 |
Capital Appreciation Fund—Advisor Class | 36,878,167.310 |
Capital Appreciation Fund—I Class | 92,433,156.162 |
Capital Opportunity | 21,801,795.637 |
Capital Opportunity Fund—Advisor Class | 490,305.759 |
Capital Opportunity Fund—I Class | 1,735,684.665 |
Capital Opportunity Fund—R Class | 221,883.539 |
Cash Reserves | 2,352,060,120.435 |
Communications & Technology Fund* | 48,872,842.000 |
Communications & Technology Fund—I Class* | 1,484,601.023 |
Corporate Income | 95,103,896.220 |
Corporate Income Fund—I Class | 5,909,057.261 |
Credit Opportunities | 5,221,145.394 |
Credit Opportunities Fund—Advisor Class | 31,927.674 |
Credit Opportunities Fund—I Class | 29,411.765 |
Diversified Mid-Cap Growth | 28,808,252.417 |
Diversified Mid-Cap Growth Fund—I Class | 745,211.143 |
Dividend Growth | 143,308,752.754 |
Dividend Growth Fund—Advisor Class | 8,427,875.500 |
Dividend Growth Fund—I Class | 54,458,335.869 |
Dynamic Global Bond | 312,133,475.617 |
Dynamic Global Bond Fund—Advisor Class | 91,576,555.626 |
Dynamic Global Bond Fund—I Class | 37,769.494 |
Emerging Europe | 11,971,505.820 |
Emerging Europe Fund—I Class | 347,053.264 |
Emerging Markets Bond | 387,542,384.729 |
Emerging Markets Bond Fund—Advisor Class | 193,477.048 |
Emerging Markets Bond Fund—I Class | 90,379,766.299 |
Emerging Markets Corporate Bond Fund | 5,357,891.267 |
Emerging Markets Corporate Bond Fund—Advisor Class | 159,828.439 |
Emerging Markets Corporate Bond Fund—I Class | 656,968.202 |
Emerging Markets Corporate Multi-Sector Account Portfolio | 3,374,735.968 |
Emerging Markets Local Currency Bond | 58,785,491.260 |
Emerging Markets Local Currency Bond Fund—Advisor Class | 35,971.039 |
Emerging Markets Local Currency Bond Fund—I Class | 24,968,662.022 |
Emerging Markets Local Multi-Sector Account Portfolio | 5,525,995.464 |
Emerging Markets Stock | 192,325,539.567 |
Emerging Markets Stock Fund—I Class | 58,941,538.972 |
Emerging Markets Value Stock | 3,777,274.931 |
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Fund | Outstanding Shares | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Emerging Markets Value Stock Fund—Advisor Class | 39,129.355 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Emerging Markets Value Stock Fund—I Class | 275,974.689 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Income | 513,936,678.554 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Income Fund—Advisor Class | 12,348,380.456 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Income Fund—I Class | 126,131,829.701 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Income Fund—R Class | 2,770,941.018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Income Portfolio | 18,011,282.536 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Income Portfolio—II | 7,117,896.989 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Index 500 | 343,480,594.464 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Index 500 Fund—I Class | 41,455,191.826 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Index 500 Portfolio | 914,527.748 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
European Stock | 56,148,767.418 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
European Stock Fund—I Class | 763,771.599 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
T. Rowe Price
Each Fund PAGE
The address for T. Rowe Price, Investment Services, and T. Rowe Price Trust Company The Funds have a policy to not pay any commissions to affiliated broker-dealers. Who are the John R. Gilner serves as Chief Compliance Officer for
PAGE
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PAGE 56
a Prior to 2014, Rodney M. Rayburn was Managing Director of Värde Partners. b Prior to 2017, Kevin P. Loome was Head of U.S. Credit at Henderson Global Investors and As of January 31, 2018, the
How many outstanding shares are there of each Fund? The following table, entitled “Outstanding Shares of Capital Stock,” sets forth the outstanding shares of capital stock of each Fund and Outstanding Shares of Capital Stock
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