Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
// Preliminary Proxy Statement
/X/ Definitive Proxy Statement
// Definitive Additional Materials
// Soliciting Material pursuant to Rule 14a-11(c) or Section Rule 14a-12
// Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) (2))
Fund: T. Rowe Price Balanced Fund Inc. 033-38791/811-6275
Fund: T. Rowe Price Blue Chip Growth Fund Inc. 033-49581/811-7059
Fund: T. Rowe Price Capital Appreciation Fund
Fund: T. Rowe Price Capital Appreciation & Income Fund
Fund: T. Rowe Price Capital Opportunity Fund Inc. 033-56015/811-07225
Fund: T. Rowe Price Corporate Income Fund Inc. 033-62275/811-07353
Fund: T. Rowe Price Credit Opportunities Fund
Fund: T. Rowe Price Diversified Mid-Cap Growth Fund Inc. 333-109958/811-21454
T. Rowe Price Diversified Small-Cap Growth Fund, Inc. 333-26323/811-08203
Fund: T. Rowe Price Dividend Growth Fund Inc. 033-49187/811-7055
Fund: T. Rowe Price Equity Series, Inc. 033-52161/811-07143
Income Fund
Fund: T. Rowe Price Blue Chip Growth Portfolio
Fund: T. Rowe Price Blue Chip Growth Portfolio II
Fund: T. Rowe Price Equity Income Portfolio
Fund: T. Rowe Price Equity Income Portfolio II
Fund: T. Rowe Price Equity Index 500 Portfolio
Fund: T. Rowe Price Health Sciences Portfolio
Fund: T. Rowe Price Health Sciences Portfolio II
Fund: T. Rowe Price Mid-Cap Growth Portfolio
Fund: T. Rowe Price Mid-Cap Growth Portfolio II
Fund: T. Rowe Price New America Growth Portfolio
Fund: Personal Strategy Balanced Portfolio
Fund: T. Rowe Price Financial Services Fund Inc. 333-09551/811-07749
Fund: T. Rowe Price Fixed Income Series, Inc. 033-52749/811-07153
Limited-Term Bond Portfolio
Fund: T. Rowe Price Limited-Term Bond Portfolio II
Fund: T. Rowe Price Government Money Portfolio
Fund: T. Rowe Price Floating Rate Fund Inc. 333-174605/811-22557
Fund: T. Rowe Price Global Allocation Fund Inc. 333-187446/811-22810
Fund: T. Rowe Price Global Multi-Sector Bond Fund
Fund: T. Rowe Price Global Real Estate Fund Inc. 333-153130/811-22218
Fund: T. Rowe Price Global Technology Fund Inc. 333-40086/811-09995
Control Number: 73499999001000
Security Code: 99999999
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Fund: T. Rowe Price GNMA Fund
Fund: T. Rowe Price Government Money Fund
Fund: T. Rowe Price Growth & Income Fund Inc. 002-79190/811-3566
Fund: T. Rowe Price Growth Stock Fund Inc. 002-10780/811-579
Fund: T. Rowe Price Health Sciences Fund Inc. 033-63759/811-07381
Fund: T. Rowe Price High Yield Fund Inc. 002-93707/811-4119
Fund: T. Rowe Price Index Trust, Inc. 033-32859/811-5986
U.S. High Yield Fund
Fund: T. Rowe Price Inflation Focused BondEquity Index 500 Fund Inc. 333-136805/811-21919
Fund: T. Rowe Price Extended Equity Market Index Fund
Fund: T. Rowe Price Mid-Cap Index Fund
Fund: T. Rowe Price Small-Cap Index Fund
Fund: T. Rowe Price Total Equity Market Index Fund
Fund: T. Rowe Price Inflation Protected Bond Fund Inc. 333-99241/811-21185
Fund: Institutional Large-Cap Core Growth Fund
Fund: T. Rowe Price Institutional Equity Funds, Inc. 333-04753/811-07639
Large-Cap Growth Fund
Fund: T. Rowe Price Institutional Income Funds, Inc. 333-84634/811-21055Large-Cap Value Fund
Fund: Institutional Mid-Cap Equity Growth Fund
Fund: T. Rowe Price Institutional Small-Cap Stock Fund
Fund: Institutional U.S. Structured Research Fund
Fund: T. Rowe Price Institutional Cash Reserves Fund
Fund: T. Rowe Price Institutional Core Plus Fund
Fund: T. Rowe Price Institutional Credit Opportunities
Fund: T. Rowe Price Institutional Floating Rate Fund
Fund: Institutional Global Multi-Sector Bond Fund
Fund: T. Rowe Price Institutional High Yield Fund
Fund: T. Rowe Price Institutional Long Duration Credit
Fund: T. Rowe Price Institutional Africa & Middle East
Fund: Institutional Emerging Markets Bond Fund
Fund: Institutional Emerging Markets Equity Fund
Fund: Institutional Frontier Markets Equity Fund
Control Number: 73499999002000
Security Code: 99999999
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Fund: Institutional Global Focused Growth Equity Fund
Fund: T. Rowe Price Institutional Global Growth Equity
Fund: T. Rowe Price Institutional Global Value Equity Fd
Fund: T. Rowe Price Institutional International Funds, Inc. 033-29697/811-5833
Bond Fd
Fund: Institutional International Concentrated Equity Fd
Fund: Institutional International Core Equity Fund
Fund: Institutional International Growth Equity Fund
Fund: T. Rowe Price Intermediate Tax-Free High Yield Fd
Fund: T. Rowe Price Africa & Middle East Fund
Fund: T. Rowe Price Asia Opportunities Fund
Fund: T. Rowe Price Dynamic Global Bond Fund
Fund: T. Rowe Price Emerging Europe Fund
Fund: T. Rowe Price Emerging Markets Bond Fund
Fund: Emerging Markets Corporate Bond Fund
Fund: Emerging Markets Local Currency Bond Fund
Fund: T. Rowe Price Emerging Markets Stock Fund
Fund: T. Rowe Price Emerging Markets Value Stock Fund
Fund: T. Rowe Price European Stock Fund
Fund: T. Rowe Price Global Consumer Fund
Fund: T. Rowe Price Global Growth Stock Fund
Fund: T. Rowe Price Global High Income Bond Fund
Fund: T. Rowe Price Global Industrials Fund
Fund: T. Rowe Price Global Stock Fund
Fund: T. Rowe Price International Funds, Inc. 002-65539/811-2958
Bond Fund
Fund: T. Rowe Price International IndexBond Fund Inc. 333-44964/811-10063
(USD Hedged)
Fund: International Concentrated Equity Fd
Fund: T. Rowe Price International Series, Inc. 033-52171/811-07145
Discovery Fund
Fund: T. Rowe Price MediaInternational Stock Fund
Fund: T. Rowe Price International Value Equity Fund
Fund: T. Rowe Price Japan Fund
Control Number: 73499999003000
Security Code: 99999999
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Fund: T. Rowe Price Latin America Fund
Fund: T. Rowe Price New Asia Fund
Fund: T. Rowe Price Overseas Stock Fund
Fund: T. Rowe Price International Equity Index Fund
Fund: T. Rowe Price International Stock Portfolio
Fund: Limited Duration Inflation Focused Bond Fund
Fund: T. Rowe Price Communications & TelecommunicationsTechnology Fund Inc. 333-27963/811-07075
Fund: T. Rowe Price Mid-Cap Growth Fund Inc. 033-47806/811-6665
Fund: T. Rowe Price Mid-Cap Value Fund Inc. 333-02993/811-07605
Fund: Emerging Mkts Corp Multi-Sector Acct Port
Fund: Emerging Markets Local Multi-Sector Acct Port
Fund: Floating Rate Multi-Sector Account Portfolio
Fund: High Yield Multi-Sector Account Portfolio
Fund: Investment-Grade Corp Multi-Sector Acct Port
Fund: Mortgage-Backed Securities Multi-Sector Acct Port
Fund: T. Rowe Price Multi-Sector Account Portfolios, Inc. 333-178660/811-22620
Multi-Strategy Total Return Fund
Fund: T. Rowe Price New America Growth Fund
Fund: T. Rowe Price New Era Fund Inc. 002-29866/811-1710
Fund: T. Rowe Price New Horizons Fund Inc. 002-18099/811-958
Fund: T. Rowe Price New Income Fund Inc. 002-48848/811-2396
Fund: T. Rowe Price Personal Strategy Funds, Inc. 033-53675/811-07173
Balanced Fund
Fund: T. Rowe Price Prime ReservePersonal Strategy Growth Fund Inc. 002-54926/811-2603
Fund: T. Rowe Price Personal Strategy Income Fund
Fund: T. Rowe Price QM Global Equity Fund
Fund: QM U.S. Small-Cap Growth Equity Fund
Fund: QM U.S. Small & Mid-Cap Core Equity Fund
Fund: T. Rowe Price QM U.S. Value Equity Fund
Fund: T. Rowe Price Real Assets Fund Inc. 333-166395/811-22410
Fund: T. Rowe Price Real Estate Fund Inc. 333-36137/811-08371
Fund: T. Rowe Price Government Reserve Investment Funds, Inc. 811-08279Fund
Control Number: 73499999004000
Security Code: 99999999
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Fund: T. Rowe Price Short-Term Fund
Fund: T. Rowe Price Treasury Reserve Fund
Fund: T. Rowe Price Retirement Funds, Inc. 333-92380/811-211492005 Fund
Fund: T. Rowe Price Retirement 2010 Fund
Fund: T. Rowe Price Retirement 2015 Fund
Fund: T. Rowe Price Retirement 2020 Fund
Fund: T. Rowe Price Retirement 2025 Fund
Fund: T. Rowe Price Retirement 2030 Fund
Fund: T. Rowe Price Retirement 2035 Fund
Fund: T. Rowe Price Retirement 2040 Fund
Fund: T. Rowe Price Retirement 2045 Fund
Fund: T. Rowe Price Retirement 2050 Fund
Fund: T. Rowe Price Retirement 2055 Fund
Fund: T. Rowe Price Retirement 2060 Fund
Fund: T. Rowe Price Retirement Balanced Fund
Fund: T. Rowe Price Retirement I 2005 Fund
Fund: T. Rowe Price Retirement I 2010 Fund
Fund: T. Rowe Price Retirement I 2015 Fund
Fund: T. Rowe Price Retirement I 2020 Fund
Fund: T. Rowe Price Retirement I 2025 Fund
Fund: T. Rowe Price Retirement I 2030 Fund
Fund: T. Rowe Price Retirement I 2035 Fund
Fund: T. Rowe Price Retirement I 2040 Fund
Fund: T. Rowe Price Retirement I 2045 Fund
Fund: T. Rowe Price Retirement I 2050 Fund
Fund: T. Rowe Price Retirement I 2055 Fund
Fund: T. Rowe Price Retirement I 2060 Fund
Fund: T. Rowe Price Retirement Balanced I Fund
Fund: T. Rowe Price Retirement Income 2020 Fund
Fund: T. Rowe Price Target 2005 Fund
Control Number: 73499999005000
Security Code: 99999999
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Fund: T. Rowe Price Target 2010 Fund
Fund: T. Rowe Price Target 2015 Fund
Fund: T. Rowe Price Target 2020 Fund
Fund: T. Rowe Price Target 2025 Fund
Fund: T. Rowe Price Target 2030 Fund
Fund: T. Rowe Price Target 2035 Fund
Fund: T. Rowe Price Target 2040 Fund
Fund: T. Rowe Price Target 2045 Fund
Fund: T. Rowe Price Target 2050 Fund
Fund: T. Rowe Price Target 2055 Fund
Fund: T. Rowe Price Target 2060 Fund
Fund: T. Rowe Price Science & Technology Fund Inc. 033-16567/811-5299
Fund: T. Rowe Price Short-Term Bond Fund Inc. 002-87568/811-3894
Fund: T. Rowe Price Ultra Short-Term Bond Fund
Fund: T. Rowe Price Small-Cap Stock Fund Inc. 002-12171/811-696
Fund: T. Rowe Price Small-Cap Value Fund Inc. 002-43237/811-2215
Fund: Spectrum Growth Fund
Fund: Spectrum Income Fund
Fund: Spectrum International Fund
Fund: T. Rowe Price SpectrumCalifornia Tax-Free Bond Fund Inc. 033-10992/811-4998
Fund: T. Rowe Price Strategic IncomeCalifornia Tax-Free Money Fund Inc. 333-154155/811-22243
Fund: T. Rowe Price Summit Funds, Inc. 033-50319/811-7093Georgia Tax-Free Bond Fund
Fund: Maryland Short-Term Tax-Free Bond Fund
Fund: T. Rowe Price Maryland Tax-Free Bond Fund
Fund: T. Rowe Price Maryland Tax-Free Money Fund
Fund: T. Rowe Price New Jersey Tax-Free Bond Fund
Fund: T. Rowe Price New York Tax-Free Bond Fund
Fund: T. Rowe Price New York Tax-Free Money Fund
Fund: T. Rowe Price Virginia Tax-Free Bond Fund
Fund: T. Rowe Price Cash Reserves Fund
Control Number: 73499999006000
Security Code: 99999999
Click Here to Vote [proxy-direct.com] | |||
Fund: T. Rowe Price Summit Municipal Funds, Inc. 033-50321/811-7095
Income Fund
Fund: T. Rowe Price Summit Municipal Intermediate Fund
Fund: T. Rowe Price Summit Municipal Money Market Fund
Fund: T. Rowe Price Tax-Efficient Funds, Inc. 333-26441-811-08207
Equity Fund
Fund: T. Rowe Price Tax-Exempt Money Fund Inc. 002-67029/811-3055
Fund: T. Rowe Price Tax-Free High Yield Fund Inc. 002-94641/811-4163
Fund: T. Rowe Price Tax-Free Income Fund Inc. 002-57265/811-2684
Fund: T. Rowe Price Tax-Free Short-Intermediate Fund Inc. 002-87059/811-3872
Fund: T. Rowe Price Total Return Fund
Fund: T. Rowe Price U.S. Bond Enhanced Index Fund Inc. 333-45018/811-10093
Fund: T. Rowe Price U.S. Large-Cap Core Fund Inc. 333-158764/811-22293
T. Rowe Price
Fund: U.S. Treasury Funds, Inc. 033-30531/811-5860
Intermediate Fund
Fund: U.S. Treasury Long-Term Fund
Fund: U.S. Treasury Money Fund
Fund: T. Rowe Price Value Fund Inc. 033-54963/811-07209
Control Number: 73499999007000
Security Code: 99999999
(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.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined:
4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, schedule, or Registration Statement no.:
3) Filing party:
4) Date filed:
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The following matters will be considered and acted upon. More information on each proposal is included in the enclosed materials.
·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. Change the investment objectives of the 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). Revise the fundamental policy regarding commodities.
· Transact any other business that may properly come before the meeting.
Several directors have retired over the past few years and new directors have been added, so it has become necessary to seek shareholder approval to elect Boards for the funds. If all proposed nominees are elected, each Board will be composed of at least 75% independent directors and the same independent directors would serve on each fund’s Board. Most of the directors standing for election already serve on the Boards of the T. Rowe Price Funds. We are also taking the opportunity to seek shareholder approval to make changes to certain funds’ investment policies. You are being asked to vote on those proposals only if you own shares of those funds.
You are receiving these combined proxy materials for any fund(s) you own that are organized under Maryland law. We have combined all of the above proposals into this single proxy statement for the funds organized under Maryland law to reduce fund expenses associated with doing a separate
mailing 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.You also can visit https://www.proxy-direct.com [proxy-direct.com] and enter your control numbers and security code exactly as they appear above. If you own shares of those funds,multiple control numbers and security codes appear, you will receive another letter and proxy statement in early September with instructions on howneed 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.
We realize that it may be difficult for most shareholders to attend the meeting and vote their shares in person. However, we do need your voteeach individually in order to reach a quorum for each fund. You cancapture your vote by mail, by telephone, or through the Internet, as explained in the enclosed materials. By voting promptly, you can help the funds that you own avoid the expense of additional mailings.
on all accounts.
If you have any questions about the proxy materials or would like additional information concerning the matters proposed for action atproposals, or if you wish to request a paper copy of the meeting,proxy materials, please call oneus at 1-866-436-5968 or email us at info@troweprice.com.
Because regulations require that each fund receive a certain number of our service representatives at 1-800-541-5910. Your participation in thisvotes, you may be contacted by email or phone if your vote is extremely important.
As always, thanknot received. These calls and emails will cease as soon as your vote is recorded.
Thank you for investing with T. Rowe Price.
Price Funds.
Sincerely,
Edward C. BernardChairman
Computershare Funds Services
Independent Tabulator for the Joint Special Shareholder Meeting of the BoardT. Rowe Price Funds
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CRTLHH5L4 II
201804-467614
Notice of Annual Meeting of Shareholders
NOTICE AND ACCESS: MATERIALS REQUEST TOUCH-TONE TELEPHONE SCRIPT |
"WO# 29734 - T Rowe Price Funds " |
EXPECTED MAIL DATE: - MEETING DATE: |
WHEN CONNECTED TO OUR TOUCH TONE PHONE ORDERING SYSTEM ACCESSED VIA OUR TOLL-FREE NUMBER(1-877-816-5331) , THE SHAREHOLDER WILL HEAR: |
INITIAL GREETING: |
"Thank you for calling the Proxy Materials Order Line." |
"This line is available to you until the meeting date of the current campaign" |
THEN THE SHAREHOLDER IS PROMPTED TO ENTER THEIR CONTROL NUMBER: |
"To request a copy of proxy materials by mail, I'll need to validate some information from your Meeting Notice." |
"On your notice there's a shaded box with a 14 digit number inside. Please enter that number now." |
AFTER ENTRY OF THEIR CONTROL NUMBER, THEY ARE PROMPTED TO ENTER THEIR SECURITY CODE:" |
"Next, located in the un-shaded box is an 8 digit number. Please enter this number now. |
THEN YOU HEAR: |
"Thank you, Please hold while I validate those numbers." |
IF THE CODES ENTERED WERE VALID, THE CAMPAIGN SPECIFIC SPEECH IS HEARD NEXT: |
"Okay, you'll be requesting materials for the T. Rowe Price Funds Joint Special Meeting of Shareholders." |
THEN THE FOLLOWING SPEECH IS HEARD: |
"Your request for a paper copy of your proxy materials will be processed in just a moment. For future meetings you can |
elect to receive proxy materials by email or by mail. If you prefer email, please log on to the web site listed on your |
shareholder meeting Notice so that we can capture your email address. If you prefer to receive all future proxy |
materials by mail, press 1 now. If you don’t want to set a future delivery preference, just hold on for your material |
order confirmation." |
NEXT, THE SHAREHOLDER HEARS: |
"Please hold while I process your request." |
THEN THE SHAREHOLDER HEARS: |
"Your request has been received. Proxy material orders will be mailed within 3 business days." |
OR, IF THE SHAREHOLDER HAS A PENDING ORDER THEY HEAR THIS SPEECH INSTEAD: |
"There's already a request for proxy meeting materials that's pending. Material orders are mailed within 3 business |
days from when they were requested." |
IF THE MEETING IS WITHIN 10 DAYS OF THE CALL, THE SHAREHOLDER WILL HEAR: |
"Since the meeting is within 10 days, I cannot guarantee that you'll receive your proxy materials in sufficient time for |
you to review the materials and process your vote. However, you can always view your proxy materials and vote |
online by logging onto the website listed on your shareholder meeting notice." |
IF THE SHAREHOLDER ELECTED TO RECEIVE ALL FUTURE PROXY MATERIALS BY MAIL THEY WILL HEAR: |
"Additionally, as you've indicated, you'll receive all future proxy meeting materials by mail." |
THEN THE SHAREHOLDER IS PROMPTED TO SEE IF THEY HAVE ANOTHER NOTICE: |
"If you have received a notice on another account that you'd like me to send you materials on, press one now." |
THEN IF THE SHAREHOLDER ELECTS TO ORDER MATERIALS FOR ANOTHER NOTICE: |
"Okay, to send you materials on another account we'll just need to repeat the process using the details from your other notice. Let's begin..." |
IF THE SHAREHOLDER DOESN'T CHOOSE THE OPTION TO ORDER MATERIALS FOR ANOTHER NOTICE, THEY HEAR: |
"I'm now going to end this call. Thank you for calling. Goodbye." |
T. Rowe Price |
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"Thank you for calling the proxy voting line. | |
Before you can vote, I'll need to validate some information from your proxy card or meeting notice. | |
On your card or notice there’s a shaded box with a 14 digit number inside. Please enter that number now." | |
AFTER THE SHAREHOLDER ENTERS THEIR 14 DIGIT CONTROL NUMBER, HE/SHE HEARS: | |
"Next, located in the un-shaded box is | |
THEN YOU HEAR: | |
"Thank you. Please hold while I validate those numbers." | |
IF VALID CODES WERE ENTERED, THE SHAREHOLDER WILL HEAR THE FOLLOWING GENERIC SPEECH: | |
"Okay, you'll be voting your shares for the upcoming proxy meeting. The Board Recommends a vote "FOR" the proposal." | |
IF CUSTOM GREETING IS APPROVED, THE SHAREHOLDER WILL HEAR THE FOLLOWING CUSTOM SPEECH: | |
"Okay, you'll be voting your proxy for shares in the T. Rowe Price | |
IF THERE IS A PRIOR VOTE IN THE SYSTEM FOR THE CONTROL NUMBER ENTERED YOU HEAR: | |
" I see that you’ve already voted. If you don’t want to change your vote you can just hang-up. Otherwise, | |
remain on the line and I’ll take you through the voting process again..." | |
IF THERE IS NO PRIOR VOTE, THE FOLLOWING IS HEARD: | |
"I'm about to take you through the voting process. Please keep your voting card or meeting notice in front | |
of you to follow along. Okay, let's begin…" | |
"ELECTION OF BOARD MEMBER" PROPOSAL PROMPTS WHEN A | |
"PROPOSAL 1a or 1b: To | |
Or to | |
IF THE SHAREHOLDER PRESSES 1, TO VOTE FOR ALL NOMINEES THEY WILL HEAR: | |
"Okay, voting for all nominees" | |
IF THE SHAREHOLDER PRESSES 2, TO WITHHOLD FROM ALL NOMINEES THEY WILL HEAR: | |
"Okay, voting withhold on all nominees " | |
IF THE SHAREHOLDER PRESSES 3, TO WITHHOLD FROM INDIVIDUAL NOMINEES THEY WILL HEAR: | |
"Okay, we'll withhold your vote on the | |
THEN THEY HEAR: "For each nominee listed on your proxy card or meeting notice there's a corresponding | |
two-digit number. Please enter the number of the
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THEN THE SHAREHOLDER HEARS: |
"To withhold your vote from another nominee, enter the two-digit number. If there are |
from whom you wish to |
WHEN # IS PRESSED, THE SHAREHOLDER HEARS: |
"Okay, finished withholding from nominees" |
"ELECTION OF BOARD MEMBER" PROPOSAL PROMPTS WHEN MULTIPLE FUNDS ARE HELD FOR THE PROPOSAL: |
"PROPOSAL 1a or 1b FOR HOLDING 1: To vote FOR ALL nominees, Press 1. To WITHHOLD your vote from all nominees, press 2. |
Or to WITHHOLD YOUR VOTE FROM INDIVIDUAL nominees press 3." |
IF THE SHAREHOLDER PRESSES 1, TO VOTE FOR ALL NOMINEES FOR THE FIRST HOLDING THEY WILL HEAR: |
Okay, for the first holding listed on this proposal you just voted “For All” Nominees. |
To vote the same way for all other holdings listed, press 1; To vote for each holding individually, press 2. |
IF THE SHAREHOLDER PRESSES 2, TO WITHHOLD YOUR VOTE FROM ALL NOMINEES FOR THE FIRST HOLDING THEY WILL HEAR: |
Okay, for the first holding listed on this proposal you just voted to withhold your vote from all Nominees. |
To vote the same way for all other holdings listed, press 1; To vote for each holding individually, press 2. |
IF THE SHAREHOLDER PRESSES 3, TO WITHHOLD FROM INDIVIDUAL NOMINEES FOR THE FIRST HOLDING THEY WILL HEAR: |
"Okay, we'll withhold your vote on the
|
|
two-digit number. Please enter the number of the nominee from whom you wish to withhold your vote." |
AFTER THE SHAREHOLDER ENTERS A NOMINEE NUMBER TO WITHHOLD FROM, HE/SHE HEARS: |
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PAGE 2
Annual Meeting of Shareholders — October 22, 2013
T. ROWE PRICE FAMILY OF FUNDS
(each a “fund” and collectively, the “funds” or “Price Funds”)
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THEN THE SHAREHOLDER HEARS: | |
"To withhold your vote from another nominee, enter the two-digit number. If there are no other nominees | |
from whom you wish to withhold your vote press # (pound)." | |
WHEN # (POUND) IS PRESSED, THE SHAREHOLDER HEARS: | |
"Okay, finished withholding from nominees" | |
THEN THE SHAREHOLDER HEARS: | |
Okay, for the first holding listed on this proposal you just voted to withhold your vote from nominee(s)…N" [Where N is(are) the | |
nominee number(s) entered by the shareholder] | |
To vote the same way for all other holdings listed, press 1; To vote for each holding individually, press 2. | |
IF THE SHAREHOLDER CHOOSES OPTION 1, TO VOTE THE SAME WAY FOR ALL OTHER HOLDINGS ON THE NOMINEE PROPOSAL: | |
Okay, I’ll apply the same vote to all other holdings listed. | |
IF THE SHAREHOLDER CHOOSES OPTION 2, TO VOTE FOR EACH HOLDING INDIVIDUALLY: | |
Okay, let’s continue then… | |
THEN THE SHAREHOLDER HEARS PROMPTS FOR THE NEXT HOLDING [This is repeated until all holdings are voted on]: | |
Example: "For Holding 2: To vote FOR ALL nominees, Press 1. To WITHHOLD your vote from all nominees, press 2. | |
Or to WITHHOLD YOUR VOTE FROM INDIVIDUAL nominees press 3." |
PAGE 3
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OR MULTIPLE HOLDINGS THEY HEAR]: "To vote FOR on ALL HOLDINGS, Press 1; AGAINST on ALL HOLDINGS, Press 2; | |
ABSTAIN on ALL HOLDINGS, Press 3 or to vote on EACH HOLDING INDIVIDUALLY, press 4." | |
WHEN A SHAREHOLDER OWNS MULTIPLE HOLDINGS AND CHOOSES TO VOTE ON EACH HOLDING INDIVIDUALLY, THEY HEAR: | |
"FOR HOLDING 1: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3" | |
"FOR HOLDING 2: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3", etc to match the fund holdings on the ballot. | |
The prompting continues for each of the shareholders holdings to match their fund holdings listed on their proxy card… | |
"PROPOSAL 3: [FOR ONE HOLDING THEY HEAR]: "To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3" | |
OR MULTIPLE HOLDINGS THEY HEAR]: "To vote FOR on ALL HOLDINGS, Press 1; AGAINST on ALL HOLDINGS, Press 2; | |
ABSTAIN on ALL HOLDINGS, Press 3 or to vote on EACH HOLDING INDIVIDUALLY, press 4." | |
WHEN A SHAREHOLDER OWNS MULTIPLE HOLDINGS AND CHOOSES TO VOTE ON EACH HOLDING INDIVIDUALLY, THEY HEAR: | |
"FOR HOLDING 1: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3" | |
"FOR HOLDING 2: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3",etc to match the fund holdings on the ballot. | |
The prompting continues for each of the shareholders holdings to match their fund holdings listed on their proxy card… | |
PROPOSAL 4: " To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3" | |
"PROPOSAL 5: [FOR ONE HOLDING THEY HEAR]: "To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3" | |
OR MULTIPLE HOLDINGS THEY HEAR]: "To vote FOR on ALL HOLDINGS, Press 1; AGAINST on ALL HOLDINGS, Press 2; | |
ABSTAIN on ALL HOLDINGS, Press 3 or to vote on EACH HOLDING INDIVIDUALLY, press 4." | |
WHEN A SHAREHOLDER OWNS MULTIPLE HOLDINGS AND CHOOSES TO VOTE ON EACH HOLDING INDIVIDUALLY, THEY HEAR: | |
"FOR HOLDING 1: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3" | |
"FOR HOLDING 2: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3", etc to match the fund holdings on the ballot. | |
The prompting continues for each of the shareholders holdings to match their fund holdings listed on their proxy card… | |
WHEN THE SHAREHOLDER HAS COMPLETED VOTING ON THE PROPOSALS, HE/SHE WILL HEAR: | |
"Okay, you've finished voting but your vote has not yet been recorded." | |
"To hear a summary of how you voted, press 1; To record your vote, Press 2." | |
IF THE SHAREHOLDER PRESSES 1, TO HEAR A SUMMARY OF THEIR VOTE, HE/SHE WILL HEAR: | |
"Please note your vote will be cast automatically should you decide to hang up during the summary." | |
"You've elected to vote as follows..." [THEN A PLAYBACK OF THE VOTE COLLECTED FOR THE PROPOSAL IS HEARD] | |
THEN AFTER THE VOTE PLAYBACK, THE SHAREHOLDER HEARS: | |
"If this is correct, press 1; Otherwise, press 2. If you'd like to hear the information again press # (pound)." | |
IF THE CALLER CHOOSES TO RECORD THEIR VOTE (EITHER BEFORE OR AFTER THE SUMMARY IS HEARD), THEY HEAR: | |
"(Okay) Please hold while I record your vote." | |
THEN THEY HEAR: | |
"Your vote has been recorded. It’s not necessary for you to mail in your proxy card or meeting notice." | |
"I’m now going to end this call unless you have another proxy card or meeting notice to vote or | |
you want to change your vote. If you need to vote again, press one now." | |
IF THE SHAREHOLDER PRESSES 2, INDICATING AN INCORRECT VOTE, HE/SHE WILL HEAR: | |
"Okay, lets change your vote." [The system then prompts the voting options again.] | |
AFTER THE SHAREHOLDER'S VOTE IS RECORDED, IF THEY ELECT TO VOTE ANOTHER PROXY, HE/SHE HEARS: | |
"Before you can vote, I'll need to validate some information from your proxy card or meeting notice. | |
On your card or notice there’s a shaded box with a 14 digit number inside. Please enter that number now." | |
IF THE SHAREHOLDER ELECTS TO END THE CALL, HE/SHE WILL HEAR: | |
"Thank you for voting, goodbye." |
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T. Rowe Price | |
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WHEN CONNECTED TO OUR PHONE VOTING SYSTEM ACCESSED VIA OUR TOLL-FREE NUMBER 1-866-298-8476 THE SHAREHOLDER HEARS: | |
THE INITIAL PROMPT: | |
"Thank you for calling the proxy voting line. | |
Before you can vote, I'll need to validate some information from your Voting Instruction Card or meeting notice. | |
On your card or notice there’s a shaded box with a 14 digit number inside. Please enter that number now." | |
AFTER THE SHAREHOLDER ENTERS THEIR 14 DIGIT CONTROL NUMBER, HE/SHE HEARS: | |
"Next, located in the un-shaded box is an 8 digit number. Please enter this number now." | |
THEN YOU HEAR: | |
"Thank you. Please hold while I validate those numbers." | |
IF VALID CODES WERE ENTERED, THE SHAREHOLDER WILL HEAR THE FOLLOWING GENERIC SPEECH: | |
"Okay, you'll be voting your shares for the upcoming proxy meeting. The Board Recommends a vote "FOR" all proposals. | |
IF CUSTOM GREETING IS APPROVED, THE SHAREHOLDER WILL HEAR THE FOLLOWING CUSTOM SPEECH: | |
"Okay, you'll be voting your proxy for shares in the T. Rowe Price | |
IF THERE IS A PRIOR VOTE IN THE SYSTEM FOR THE CONTROL NUMBER ENTERED YOU HEAR: | |
" I see that you’ve already voted. If you don’t want to change your vote you can just hang-up. Otherwise, | |
remain on the line and
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IF THERE IS NO PRIOR VOTE, THE FOLLOWING IS HEARD: | |
"I'm about to take you through the voting process. Please keep your voting card or meeting notice in front | |
of you to follow along. Okay, let's begin…" | |
PROXY STATEMENT
This proxy material concerns the funds listed above in the Notice of Annual Meeting of Shareholders. This document provides you with the information you need in order to vote on the matters coming before the annual meeting and is furnished in connection with the solicitation of proxies by the funds. If you have any questions, please feel free to call us toll-free, 1-800-541-5910.
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Who is asking for my vote?
The Boards of Directors (the “Boards”) of the funds, as well as the funds’ investment adviser, T. Rowe Price Associates, Inc. (“T. Rowe Price”), encourage you to vote on the matters listed in the Notice of Annual Meeting of Shareholders. The votes will be formally counted at the annual meeting on Tuesday, October 22, 2013, and if the annual meeting is adjourned, at any later meeting. You may vote in person at the annual meeting, by Internet, by telephone, or by returning your completed proxy card in the prepaid envelope provided. Please do not mail the proxy card if you are voting by Internet or telephone.
Who is eligible to vote?
Shareholders of record at the close of business on July 24, 2013, (the “record date”) are entitled to one vote for each full share and a proportionate vote for each fractional share of the fund(s) they held as of July 24, 2013. The Notice of Annual Meeting of Shareholders, the proxy card, and the proxy statement (or appropriate notice of where to access these materials) were first mailed to shareholders of record on August 2, 2013. In some cases, the funds may mail only one copy of this proxy statement to households in 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 you 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 all 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. 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): (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.
What are shareholders being asked to vote on?
At a meeting held on April 24, 2013, the Boards of the funds, including a majority of the independent directors, unanimously approved submitting the following proposals to be considered and acted upon:
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"PROPOSAL 1a or 1b: To vote FOR ALL nominees, Press 1. To WITHHOLD your vote from all nominees, press 2. |
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Or to WITHHOLD YOUR VOTE FROM INDIVIDUAL nominees press 3. |
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"Okay, voting for all nominees" | |
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IF THE SHAREHOLDER PRESSES 2, TO WITHHOLD FROM ALL NOMINEES THEY WILL HEAR: | |
"Okay, voting withhold on all nominees " | |
IF THE SHAREHOLDER PRESSES 3, TO WITHHOLD FROM INDIVIDUAL NOMINEES THEY WILL HEAR: | |
"Okay, we'll withhold your vote on the nominees you specify. All other | |
THEN THEY HEAR: "For each nominee listed on your proxy card or meeting notice there's a corresponding | |
two-digit number. Please enter the number of the nominee from whom you wish to withhold your vote." | |
AFTER THE SHAREHOLDER ENTERS A NOMINEE NUMBER TO WITHHOLD FROM, HE/SHE HEARS: | |
"OK, withholding your vote from nominee number N" [Where N is the nominee number entered]" | |
THEN THE SHAREHOLDER HEARS: | |
"To withhold your vote from another nominee, enter the two-digit number. If there are no other nominees | |
from whom you wish to withhold your vote press # (pound)." | |
WHEN # IS PRESSED, THE SHAREHOLDER HEARS: | |
"Okay, finished withholding from nominees" | |
"ELECTION OF BOARD MEMBER" PROPOSAL PROMPTS WHEN MULTIPLE FUNDS ARE HELD FOR THE PROPOSAL: | |
"PROPOSAL 1a or 1b FOR HOLDING 1: To vote FOR ALL nominees, Press 1. To WITHHOLD your vote from all nominees, press 2. | |
Or to WITHHOLD YOUR VOTE FROM INDIVIDUAL nominees press 3." | |
IF THE SHAREHOLDER PRESSES 1, TO VOTE FOR ALL NOMINEES FOR THE FIRST HOLDING THEY WILL HEAR: | |
Okay, for the first holding listed on this proposal you just voted “For All” Nominees. | |
To vote the same way for all other holdings listed, press 1; To vote for each holding individually, press 2. | |
IF THE SHAREHOLDER PRESSES 2, TO WITHHOLD YOUR VOTE FROM ALL NOMINEES FOR THE FIRST HOLDING THEY WILL HEAR: | |
Okay, for the first holding listed on this proposal you just voted to withhold your vote from all Nominees. | |
To vote the same way for all other holdings listed, press 1; To vote for each holding individually, press 2. | |
IF THE SHAREHOLDER PRESSES 3, TO WITHHOLD FROM INDIVIDUAL NOMINEES FOR THE FIRST HOLDING THEY WILL HEAR: | |
"Okay, we'll withhold your vote on the nominees you specify. All other nominees will be voted FOR. " | |
THEN THEY HEAR: "For each nominee listed on your proxy card or meeting | |
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AFTER THE SHAREHOLDER ENTERS A NOMINEE NUMBER TO WITHHOLD FROM, HE/SHE HEARS: | |
"OK, withholding your vote from nominee number N" [Where N is the nominee number entered]" | |
THEN THE SHAREHOLDER HEARS: | |
"To withhold your vote from another nominee, enter the two-digit number. If there are no other nominees | |
from whom you wish to withhold your vote press # (pound)." | |
How can I get more information about the funds?
A copy of each fund’s most recent prospectus, annual and semiannual shareholder reports, and Statement of Additional Information are available at no cost through troweprice.com; by calling1-800-541-5910; or by writing to T. Rowe Price, Three Financial Center, 4515 Painters Mill Road, Owings Mills, MD 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 (the “1940 Act”), a certain percentage of each Board must be elected by shareholders. Due to the retirement of several directors over the past few years and vacancies having been filled by action of the Boards, it has become necessary for the funds to hold a shareholder meeting in order to add any new directors or replace any current directors. All of the present 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 slates are approved, there will be ten independent directors and two interested directors on each fund Board. An important benefit of these elections is that the same independent directors/trustees will serve on the Boards of all of the Price Funds. This approach is designed to provide effective governance by exposing the directors/trustees to a wider range of business issues and market trends, allowing the directors/trustees 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.
What are the primary responsibilities of the Boards and how often do they meet?
The directors/trustees are responsible for the general oversight of each fund’s business and for assuring that each fund is managed in the best interests of its shareholders. The directors/trustees meet regularly to review a wide variety of matters affecting or potentially affecting the funds, including performance, investment programs, compliance matters, advisory fees and expenses, service providers, and business and regulatory affairs.
The Boards of the Price Funds held five regularly scheduled formal meetings during calendar year 2012. Each director/trustee attended 75% or more of the meetings of the Price Funds held in 2012. The funds are not required to hold an annual meeting 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 annual meeting is held, the policy is that all nominee directors/trustees should attend, subject to availability. Although the Boards have direct responsibility over various matters (such as approval of advisory contracts and review of fund 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. The Boards believe that a committee structure is an effective means to permit directors/trustees to focus on particular operations or issues affecting the
PAGE 8
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, is responsible for, among other things, reviewing and selecting candidates for election as independent directors/trustees to fill vacancies on each fund’s Board. Anthony W. Deering, as the lead independent director, serves as chairman of the committee. The committee will consider written recommendations from shareholders for possible nominees. Shareholders should submit their recommendations to the secretary of the funds. The committee met five times in 2012 in conjunction with the full Board.
The Joint Audit Committee consists of only independent directors/ trustees. The current members of the committee are Anthony W. Deering, Robert J. Gerrard, Jr., John G. Schreiber, and Mark R. Tercek. Mr. Tercek serves as chairman of the committee. 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 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; and (6) any accounting, valuation, tax, or compliance questions relating to particular areas of the Price Funds’ operations or the operations of parties dealing with the Price Funds, as circumstances indicate. A third meeting is devoted primarily to a review of the risk management program of the funds’ investment adviser. The Joint Audit Committee met three times in 2012.
The Executive Committee, which consists of the interested directors/trustees, has been authorized by its respective Board to exercise all powers of the Boards of the funds 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/trustee and reviewed after the fact by the full Board. The Executive Committee for each fund does not hold regularly scheduled meetings. The Executive Committee was not called upon to take any action on behalf of any funds during 2012.
Like other mutual funds, the funds 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. 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’ Chief Compliance Officer, the funds’ independent registered public accounting firm, legal counsel, and internal auditors for T. Rowe Price or
PAGE 9
its affiliates, as appropriate, regarding risks faced by the funds 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, and operational risk. The actual day-to-day risk management functions with respect to the funds are subsumed within the responsibilities of the investment adviser, its affiliates that serve as investment sub-advisers to the funds, and other service providers (depending on the nature of the risk) that carry out the funds’ investment management and business affairs. Although the risk management policies of T. Rowe Price and its affiliates, and the 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. Not all risks that may affect the funds can be identified. 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, 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, the communication should be submitted in writing to Patricia B. Lippert, Secretary of the T. Rowe Price Funds, 100 East Pratt Street, Baltimore, MD 21202, who will forward such communication to the directors/trustees.
Who are the nominees for director?
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) only.
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A shareholder using the enclosed proxy card, or voting by telephone or Internet, 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 Internet 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. William R. Brody, Anthony W. Deering, Donald W. Dick, Jr., Karen N. Horn, John G. Schreiber and Mark R. Tercek currently serve as independent directors/trustees 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 income Price Funds. Shareholders are being asked to elect all of these current independent directors/trustees to the Boards of all the Price Funds. Shareholders are also being asked to elect Bruce W. Duncan and Paul F. McBride, neither of whom currently serves as independent director/trustee to any of the Price Funds, to the Boards of all the Price Funds.
Theo C. Rodgers, an independent director/trustee of the Price Funds since 2005, is retiring from the Boards and will not be standing for reelection.
Interested Directors/Trustees. Interested directors/trustees 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’ investment adviser. Edward C. Bernard currently serves as interested director/trustee and Chairman of the Board for all of the Price Funds. Michael C. Gitlin currently serves as interested director/trustee for all of the fixed income Price Funds. Brian C. Rogers currently serves as interested director/trustee for the asset allocation Price Funds and most of the equity Price Funds. Shareholders are being asked to elect Mr. Bernard to 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 and the Boards and will not be standing for reelection.
Each nominee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other nominees, has led to the conclusion that each nominee should serve on the Boards of the Price Funds. Attributes common to all nominees include the ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the funds’ management and counsel and
PAGE 11
the various service providers to the funds, and to exercise reasonable business judgment in the performance of their duties as director. In addition, the actual service and commitment of the directors during their tenure on the funds’ Boards is taken into consideration in concluding that each should continue to serve. A director’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 Price Funds, public companies, or non-profit entities or other organizations; or other experiences.
Each nominee brings a diverse perspective to the Boards. Some of the specific experience, qualifications, and attributes that led to the conclusion that each nominee should serve as director/trustee are set forth below.
Edward C. Bernard has been an interested director/trustee, and Chairman of the Board, of all the Price Funds for the past 7 years. Mr. Bernard has 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 Price Funds, Mr. Bernard served as chairman (from 2009 to 2011) and is currently the vice chairman of the board of governors of the Investment Company Institute, the national trade association for the mutual fund industry.
William R. Brody has been an independent director/trustee of the Price Funds for the past 4 years. Dr. Brody has substantial experience in the public health and research fields, as well as academia. He previously served as President of the Johns Hopkins University, as well as on the boards of John Hopkins University, Johns Hopkins Health System, Salk Institute for Biological Studies, IBM, and Novartis. 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/trustee of the Price Funds for more than 30 years. He currently serves as the lead independent director/trustee and as a member of the Joint Audit Committee. Mr. Deering brings a wealth of financial services and investment management experience to the Boards. He is the former chair and chief executive officer of the Rouse Company and has also served on the boards of a number of public companies, including Deutsche Bank North America, Vornado Realty Trust, Mercantile Bank, and Under Armour. He has also served on the boards of a number 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.
Donald W. Dick, Jr. has been an independent director/trustee 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 firm
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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. He has substantial legal and business experience in the industries relating to communications and interactive data services. He has served on the board and compensation 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 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 also has significant global experience. He has served on the boards of a number of private and non-profit entities, including Dunbar Armored, Vizzia Technologies, Gilman School, and Living Classrooms Foundation.
Brian C. Rogers has been an interested director/trustee of certain Price Funds for more than 20 years. Mr. Rogers has served in a variety of senior leadership roles since joining T. Rowe Price in 1982. Prior to that, he was employed by Bankers Trust Company. In addition to his various offices held with T. Rowe Price and its affiliates, he serves as the portfolio manager of the Equity Income Fund and Equity Income Portfolio, and as a member of the T. Rowe Price Asset Allocation Committee.
Cecilia E. Rouse became an independent director/trustee of certain Price Funds in May 2012. Dr. Rouse has extensive experience in the fields of
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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. She has also served on the board of MDRC, a non-profit 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 has been an independent director/trustee of the Price Funds for more than 20 years and currently serves as a member of the Joint Audit Committee. He has significant experience investing in real estate transactions and brings substantial financial services and investment management experience to the boards. He is the President of Centaur Capital Partners, Inc. and is a Partner and Co-Founder of Blackstone Real Estate Advisors. He previously served as Chairman and CEO of JMB Urban Development Co. and Executive Vice President of JMB Realty Corporation. Mr. Schreiber currently serves on the boards of JMB Realty Corporation, General Growth Properties, and Blackstone Mortgage Trust, and is a past board member of Urban Shopping Centers, Inc., Host Hotels & Resorts, Inc., The Rouse Company and AMLI Residential Properties Trust.
Mark R. Tercek has been an independent director/trustee of the Price Funds for the past four years and currently serves as chairman of the Joint Audit Committee. He brings substantial financial services experience to the boards. He was a managing director of Goldman Sachs and is currently president and chief executive officer of The Nature Conservancy.
The following table entitled “Nominees for Election as Independent Director” provides biographical information for the nominated independent directors, 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 funds believe it is important to have an investment in the Price Funds. Directors are expected to invest the equivalent of at least one year of their directors’ fees in the Price Funds and new directors are given at least three years to reach this threshold. The nominees allocate their investments among the Price Funds based on their own investment objectives. Accordingly, the table also shows their ownership in the funds 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 Price Funds. The table entitled “Nominees for Election as Interested Director” provides similar information, except the information pertains to the nominated interested directors.
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IF THE SHAREHOLDER CHOOSES OPTION 1, TO VOTE THE SAME WAY FOR ALL OTHER HOLDINGS ON THE NOMINEE PROPOSAL: | |||
Okay, I’ll apply the same vote to | |||
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THEN THE SHAREHOLDER HEARS PROMPTS FOR THE NEXT HOLDING [This is repeated until all holdings are voted on]: | |||
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"PROPOSAL 2: [FOR ONE HOLDING THEY HEAR]: "To vote FOR Press 1; AGAINST Press 2; Or to |
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ABSTAIN on ALL HOLDINGS, Press 3 or to vote on EACH HOLDING INDIVIDUALLY, press 4." | |||
WHEN A SHAREHOLDER OWNS MULTIPLE HOLDINGS AND CHOOSES TO VOTE ON EACH HOLDING INDIVIDUALLY, THEY HEAR: | |||
"FOR HOLDING 1: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3" | |||
"FOR HOLDING 2: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3", | |||
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ABSTAIN on ALL HOLDINGS, Press 3 or to vote on EACH HOLDING INDIVIDUALLY, press 4." | |||
WHEN A SHAREHOLDER OWNS MULTIPLE HOLDINGS AND CHOOSES TO VOTE ON EACH HOLDING INDIVIDUALLY, THEY HEAR: | |||
"FOR HOLDING 1: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3" | |||
"FOR HOLDING 2: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3",etc to match the fund holdings on the ballot. | |||
The prompting continues for each of the shareholders holdings to match their fund holdings listed on their proxy card… | |||
PROPOSAL 4: " To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3" | |||
"PROPOSAL 5: [FOR ONE HOLDING THEY HEAR]: "To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3" | |||
OR MULTIPLE HOLDINGS THEY HEAR]: "To vote FOR on ALL HOLDINGS, Press 1; AGAINST on ALL HOLDINGS, Press 2; | |||
ABSTAIN on ALL HOLDINGS, Press 3 or to vote on EACH HOLDING INDIVIDUALLY, press 4." | |||
WHEN A SHAREHOLDER OWNS MULTIPLE HOLDINGS AND CHOOSES TO VOTE ON EACH HOLDING INDIVIDUALLY, THEY HEAR: | |||
"FOR HOLDING 1: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3" | |||
"FOR HOLDING 2: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3", etc to match the fund holdings on the ballot. | |||
The prompting continues for each of the shareholders holdings to match their fund holdings listed on their proxy card… | |||
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IF THE SHAREHOLDER PRESSES 1, TO HEAR A SUMMARY OF THEIR VOTE, HE/SHE WILL HEAR: | |||
"Please note your vote will be cast automatically should you decide to |
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IF THE CALLER CHOOSES TO RECORD THEIR VOTE (EITHER BEFORE OR AFTER THE SUMMARY IS HEARD), THEY HEAR: | |||
"(Okay) Please hold while I record your vote." | |||
THEN THEY HEAR: | |||
"Your vote has been recorded. It’s not necessary for you to mail in your proxy card or | |||
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you want to | |||
IF THE SHAREHOLDER PRESSES 2, INDICATING AN INCORRECT VOTE, HE/SHE WILL HEAR: | |||
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* Holdings of Price Funds are as of 7/8/2013.
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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. The following table entitled “Term of Price Funds Directorship” shows the year from which each nominated director has served on each fund’s Board (or that of the corporation of which the fund is a part). Please note that Messrs. Duncan and McBride are not shown in the table because they do not currently serve on the Board of any Price Fund.
PAGE 21
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 |
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 |
PAGE 24
What
IMPORTANT PROXY INFORMATION
Your Vote Counts
PLEASE USE THE 14-DIGIT CONTROL NUMBER &8-DIGIT SECURITY CODE LISTED IN THE BOXESBELOW WHEN REQUESTING MATERIAL VIA THE TELEPHONE & INTERNET. When you are the directors/trustees paid for their servicesready to the funds?
Messrs. Bernard, Gitlin, and Rogers are considered “interested persons” of the funds because they are employed by, and also serve as officers of, T. Rowe Price and its affiliates. The officers of the funds and interested directors/trustees do not receive any compensation or benefits from the funds for their service.
The independent directors are paid $250,000 for their service on the Boards. The Lead Independent Director receives an additional $100,000 annually for serving in this capacity. An independent director serving on the Joint Audit Committee receives an additional $9,000 for his/her service and the chairman of the Joint Audit Committee receives an additional $18,000 for his/her service. Members of the Fixed Income Advisory Board are paidvote, you can use the same compensation from each domestic fixed income Price Fund as those funds’ independent directors are paid.
The following table entitled “Compensation” shows the accrued amounts paid by each fund, and the total compensation that was paid from all of the funds,Control Number & Security Code to the independent directors/trustees and Advisory Board members for the 2012 calendar year. The fees are allocated to each fund on a pro rata basis based on each fund’s net assets relative to the other funds. The independent directors/trustees of the funds do not receive any pension or retirement benefits from the funds or T. Rowe Price.
PAGE 25
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 |
PAGE 26
Compensation | |||||||||
T. Rowe Price Fund | Aggregate Compensation From Fund | ||||||||
Brody | Deering | Dick | Gerrard | Horn | Rodgers* | Rouse | Schreiber | Tercek | |
Equity Index 500 Portfolio | 515 | 740 | 515 | 325 | 515 | 515 | 319 | 534 | 539 |
European Stock | 921 | 1,322 | 921 | 616 | 921 | 921 | 605 | 954 | 965 |
Extended Equity Market Index | 750 | 1,077 | 750 | 496 | 750 | 750 | 487 | 777 | 786 |
Financial Services | 699 | 1,004 | 699 | 461 | 699 | 699 | 452 | 724 | 732 |
Floating Rate | 544 | 781 | 544 | 354 | 544 | 544 | 348 | 564 | 570 |
Floating Rate Multi-Sector Account Portfolio | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Global Allocation(a) | 3 | 4 | 3 | 3 | 3 | 3 | 3 | 3 | 3 |
Global Infrastructure | 535 | 768 | 535 | 339 | 535 | 535 | 333 | 554 | 560 |
Global Large-Cap Stock | 548 | 786 | 548 | 349 | 548 | 548 | 343 | 567 | 573 |
Global Real Estate | 553 | 794 | 553 | 357 | 553 | 553 | 350 | 573 | 580 |
Global Stock | 842 | 1,209 | 842 | 550 | 842 | 842 | 540 | 872 | 881 |
Global Technology | 907 | 1,303 | 907 | 621 | 907 | 907 | 610 | 940 | 951 |
Government Reserve Investment | 1,373 | 1,972 | 1,373 | 970 | 1,373 | 1,373 | 953 | 1,423 | 1,440 |
Growth & Income | 1,209 | 1,737 | 1,209 | 827 | 1,209 | 1,209 | 812 | 1,253 | 1,267 |
Growth Stock | 4,584 | 6,582 | 4,584 | 2,887 | 4,584 | 4,584 | 2,836 | 4,749 | 4,800 |
Health Sciences | 3,069 | 4,407 | 3,069 | 2,295 | 3,069 | 3,069 | 2,252 | 3,179 | 3,221 |
Health Sciences Portfolio | 588 | 845 | 588 | 384 | 588 | 588 | 377 | 609 | 616 |
High Yield | 4,577 | 6,573 | 4,577 | 2,887 | 4,577 | 4,577 | 2,836 | 4,742 | 4,793 |
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 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Inflation Focused Bond | 2,577 | 3,700 | 2,577 | 1,862 | 2,577 | 2,577 | 1,829 | 2,669 | 2,702 |
Inflation Protected Bond | 841 | 1,208 | 841 | 566 | 841 | 841 | 556 | 871 | 881 |
Institutional Africa & Middle East | 592 | 850 | 592 | 382 | 592 | 592 | 376 | 613 | 620 |
Institutional Concentrated International Equity | 514 | 738 | 514 | 324 | 514 | 514 | 318 | 532 | 538 |
Institutional Core Plus | 625 | 898 | 625 | 407 | 625 | 625 | 400 | 648 | 655 |
Institutional Emerging Markets Bond | 653 | 938 | 653 | 427 | 653 | 653 | 419 | 677 | 684 |
Institutional Emerging Markets Equity | 1,046 | 1,501 | 1,046 | 711 | 1,046 | 1,046 | 699 | 1,083 | 1,096 |
Institutional Floating Rate | 1,698 | 2,438 | 1,698 | 1,196 | 1,698 | 1,698 | 1,175 | 1,759 | 1,781 |
Institutional Global Equity | 606 | 870 | 606 | 389 | 606 | 606 | 382 | 628 | 635 |
Institutional Global Large-Cap Equity | 549 | 789 | 549 | 351 | 549 | 549 | 345 | 569 | 575 |
Institutional Global Value Equity | 199 | 286 | 199 | 205 | 199 | 199 | 199 | 206 | 212 |
Institutional High Yield | 2,035 | 2,923 | 2,035 | 1,466 | 2,035 | 2,035 | 1,441 | 2,109 | 2,134 |
Institutional International Bond | 602 | 865 | 602 | 387 | 602 | 602 | 381 | 624 | 631 |
Institutional International Core Equity | 540 | 775 | 540 | 348 | 540 | 540 | 342 | 559 | 565 |
Institutional International Growth Equity | 555 | 797 | 555 | 355 | 555 | 555 | 348 | 575 | 582 |
Institutional Large-Cap Core Growth | 740 | 1,062 | 740 | 499 | 740 | 740 | 490 | 767 | 776 |
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 |
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 |
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 |
* Theo C. Rodgers is retiring from the Boards and is not seeking re-election.
(a) Estimated for the period May 29, 2013, through December 31, 2013.
(b) Estimated for the period June 4, 2013, through December 31, 2013.
(c) Estimated for the period January 15, 2013, 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.
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What vote is required to elect the directors?
Each Board will consist of 12 directors. 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.
For each corporation that consists of a single series with no additional share classes, all shareholders vote together and the 12 nominees receiving the highest 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).
The Board of Directors, including the funds’ independent directors, recommends that shareholders vote FOR all of the proposed nominees.
PROPOSAL NO. 2 — Amend Investment Objectives for the 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, and International Growth & Income Fund
Dividend Growth Fund (and its Advisor Class)
The Dividend Growth Fund’s current investment objective is as follows: “The fund seeks to provide increasing dividend income over time, long-term 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-paying companies that are expected to increase their dividends over time and also provide long-term appreciation.
The Board proposes that the Dividend Growth Fund’s investment objective be changed to the following: “The fund seeks 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 65% of its total assets in stocks with an emphasis on stocks issued by companies that have shown a strong track record of paying dividends or are expected to increase their dividends over time.
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
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objective), the Board, upon recommendation by the fund’s investment adviser, believes that fund shareholders will benefit from the more general investment objective by allowing the fund greater flexibility to execute its investment strategies 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’s investment objective and principal investment strategies is not expected to alter the fund’s investment style as the portfolio manager will continue 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, the Board recognizes that requiring 65% of the fund’s assets in dividend-paying stocks and seeking increasing dividend income over time could prove difficult to achieve in certain market environments.
There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of these changes. However, the Board believes that it is in the interests of the fund’s shareholders to approve a more general investment objective to allow the fund greater flexibility to execute its investment program.
Equity Income Portfolio (and its II Class)
The Equity Income Portfolio’s current investment objective is as follows: “The fund seeks to provide substantial dividend income as well as long-term growth of capital through investments in the common stocks of established companies.” 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 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 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 fund shareholders will benefit from the more general
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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.
There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of these changes. However, the Board believes that it is in the interests of the fund’s shareholders to approve a more general 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 performance of the Standard & Poor’s 500 Stock Index.”
The Board proposes that the Equity Index 500 Fund’s investment objective be changed to 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 (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 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
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data provider, which could require the fund to quickly seek shareholder approval to continue investing in accordance with its investment objective. While such an event could require the fund to change its name as well, the Board would be authorized to approve a name change without the need to seek shareholder approval.
If the proposed amendment is approved, the fund would continue to seek to match the performance of the Standard & Poor’s 500 Stock Index by using a full replication strategy, which involves investing substantially all of the fund’s assets in all of the stocks in the Standard & Poor’s 500 Stock Index and maintaining holdings of each stock in approximately the same proportion to its weight in the index. To conform to the new investment objective, the only modification to the fund’s principal investment strategies (as set forth in the fund’s prospectus) would be to clarify that tracking the investment return of a large-capitalization U.S. stock index is achieved by seeking to track the Standard & Poor’s 500 Stock Index.
There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of this change. However, the Board believes that it is in the interests of the fund’s shareholders to approve a more general investment objective to avoid potential future issues that could arise from a name change involving the fund’s benchmark index. Further, such an approach is believed to be consistent with the approach employed by similarly managed index funds.
Equity Index 500 Portfolio
The Equity Index 500 Portfolio’s current investment objective is as follows: “The fund seeks to match the performance of the Standard & Poor’s 500 Stock Index.”
The Board proposes that the Equity Index 500 Portfolio’s investment objective be changed to 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 (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 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 continue investing in accordance with its investment objective. While such an event could require the fund to change its name as well, the
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Board would be authorized to approve a name change without the need to seek shareholder approval.
If the proposed amendment is approved, the fund would continue to seek to match the performance of the Standard & Poor’s 500 Stock Index by using a full replication strategy, which involves investing substantially all of the fund’s assets in all of the stocks in the Standard & Poor’s 500 Stock Index and maintaining holdings of each stock in approximately the same proportion to its weight in the index. To conform to the new investment objective, the only modification to the fund’s principal investment strategies (as set forth in the fund’s prospectus) would be to clarify that tracking the investment return of a large-capitalization U.S. stock index is achieved by seeking to track the Standard & Poor’s 500 Stock Index.
There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of this change. However, the Board believes that it is in the interests of the fund’s shareholders to approve a more general investment objective to avoid potential future issues that could arise from a name change involving the fund’s benchmark index. Further, such an approach is believed to be consistent with the approach employed by similarly managed index funds.
Extended Equity Market Index Fund
The Extended Equity Market Index Fund’s current investment objective is as follows: “The fund seeks to match the performance of the U.S. stocks not included in the Standard & Poor’s 500 Stock Index.”
The Board proposes that the Extended Equity Market Index Fund’s investment objective be changed to the following: “The fund seeks to track the performance of a benchmark index that measures the investment return of small- and mid-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 fund shareholders will benefit from the more general investment objective by allowing the fund to more effectively continue seeking to match the performance of U.S. stocks, other than the 500 largest U.S. stocks, should there be any unexpected changes to the Standard & Poor’s 500 Stock Index. The specific reference in the investment objective to stocks not included in 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 continue investing in accordance with its investment objective.
If the proposed amendment is approved, the fund would continue to seek to match the performance of U.S. stocks that are not included in the Standard & Poor’s 500 Stock Index by using a sampling strategy to invest substantially all of its assets in a group of stocks representative of the
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Standard & Poor’s Completion Index. To conform to the new investment objective, the fund’s principal investment strategies (as set forth in the fund’s prospectus) would omit references to the Standard & Poor’s 500 Stock Index and clarify that seeking to track the investment return of a small- and mid-capitalization U.S. stock index is achieved by using the Standard & Poor’s Completion Index as its benchmark index to represent this universe of stocks.
There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of this change. However, the Board believes that it is in the interests of the fund’s shareholders to approve a more general investment objective to avoid potential future issues that could arise from a name change involving the index referenced in the fund’s current investment objective. Further, such an approach is believed to be consistent with the approach employed by similarly managed index funds.
Growth & Income Fund
The Growth & Income Fund’s current investment objective is as follows: “The fund seeks to provide long-term capital growth, a reasonable level of current income, and increasing future income through investments primarily in dividend-paying common stocks.”
The Board proposes that the Growth & Income Fund’s investment objective be changed to the following: “The fund seeks long-term capital growth and current income primarily through investments in 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 fund shareholders will benefit from the more general investment objective by allowing the fund greater flexibility to execute its investment strategies in the future. With respect to the term “dividend-paying common 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 common stocks” from the fund’s investment objective is not expected to alter the fund’s investment style as the portfolio manager will continue to seek income-producing stocks with both growth and value style characteristics. The fund continues to believe that income from dividend-paying stocks can contribute favorably to the fund’s total return and help reduce the fund’s volatility during periods of market turbulence. No modifications to the fund’s principal investment strategies, as set forth in the fund’s prospectus, are contemplated at this time.
There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of this change. However, the Board believes that it is in the interests of the fund’s
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shareholders to approve a more general investment objective to allow the fund greater flexibility to execute its investment program.
Growth Stock Fund (and its Advisor and R Classes)
The Growth Stock Fund’s current investment objective is as follows: “The fund seeks to provide long-term capital growth and, secondarily, increasing dividend income through investments in the common stocks of well-established growth companies.”
The Board proposes that the Growth Stock Fund’s investment objective be changed to the following: “The fund seeks long-term capital growth through investments in 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 fund shareholders will benefit from the more general investment objective by allowing the fund greater flexibility to execute its investment strategies in the future. As indicated in the fund’s principal investment strategies, the fund employs a growth approach to stock selection and generally seeks companies with strong cash flow and an above-average rate of earnings growth, the ability to sustain earnings momentum during economic downturns, or occupation of a lucrative niche in the economy and the ability to expand even during times of slow economic growth. Although some of the companies targeted by the fund have demonstrated the ability to pay increasing dividends, this attribute does not represent a primary focus of stock selection. Therefore, removing the reference to “increasing dividend income” from the fund’s investment objective is not expected to alter the fund’s investment style. Instead, the change is intended to offer flexibility and the only modification to the fund’s principal investment strategies (as set forth in the fund’s prospectus) will be to clarify that the fund’s investments will mainly be in large-capitalization stocks.
There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of this change. However, the Board believes that it is in the interests of the fund’s shareholders to approve a more general investment objective to allow the fund greater flexibility to execute its investment program.
International Growth & Income Fund (and its Advisor andR Classes)
The International Growth & Income Fund’s current investment objective is as follows: “The fund seeks long-term growth of capital and reasonable income through investments primarily in the common stocks of well-established, dividend-paying, non-U.S. companies.” 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 invest primarily (at least 65% of total assets) in the stocks of large,
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dividend-paying, well-established companies that have favorable prospects for capital appreciation.
The Board proposes that the International Growth & Income Fund’s investment objective be changed to the following: “The fund seeks long-term capital growth and current income primarily through investments in non-U.S. 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 65% of its total assets in non-U.S. 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 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 fund shareholders will benefit from the more general investment objective by allowing the fund greater flexibility to execute its investment strategies in the future. With respect to the term “dividend-paying” common 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 “well-established, dividend-paying” 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 non-U.S. companies with track records of paying dividends. The fund continues to believe that income from dividend-paying stocks can contribute favorably to the fund’s total return and help reduce the fund’s volatility during periods of market turbulence. No modifications to the fund’s principal investment strategies are contemplated at this time.
There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of this change. However, the Board believes that it is in the interests of the fund’s shareholders to approve a more general investment objective to allow the fund greater flexibility to execute its investment program.
What vote is required to approve 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 fund’s shares represented at the 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 amend a particular fund’s investment objective is not contingent upon obtaining approval to amend the other funds’ investment objectives under this proposal.
If the proposed amendment to each fund’s investment objective is approved by shareholders, it is expected to become effective on or about
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November 1, 2013. An amendment to each fund’s prospectus or summary prospectus will be sent to shareholders to notify them of the changes.
The Boards of Directors of the funds, including the funds’ independent directors, recommend that shareholders of the relevant fund vote FOR the proposal affecting that fund.
PROPOSAL NO. 3 — Remove Fundamental Policy That Prohibits the Purchase of Equity Securities for the Summit Municipal Income Fund (and its Advisor Class) and Summit Municipal Intermediate Fund (and its Advisor Class)
The Summit Municipal Funds currently have an investment restriction which states that, as a matter of fundamental policy, the funds may not purchase equity securities or securities convertible into equity securities. The Board proposes, upon recommendation by the funds’ investment adviser, that this restriction be eliminated for each of the Summit Municipal Income Fund and Summit Municipal Intermediate Fund, but remains in place for the Summit Municipal Money Market Fund.
Under the current policy, purchases of shares of a closed-end municipal fund or other investment company would be prohibited by the policy. In addition, preferred stocks and other income-producing instruments that are technically classified as an equity security or convertible into an equity security could be suitable for the funds but would not be permitted under this fundamental policy. As a result, the Board believes that the funds’ shareholders will benefit by approving the removal of this restriction, which will allow the flexibility to pursue opportunities to achieve exposure to certain sectors of the municipal bond market through investments in these instruments that are currently permitted for the other T. Rowe Price tax-free funds. While the Board recommends that this policy be eliminated, it also recommends that the funds’ prospectuses be revised to clarify that investments in income-producing preferred stocks and investment companies would be permitted while more traditional equity investments like common stock would remain prohibited.
The Board is not recommending that the policy be removed for the Summit Municipal Money Market Fund since that fund is prohibited from purchasing equity securities under Rule 2a-7 of the 1940 Act. Therefore, shareholders of the Summit Municipal Money Market Fund are not being asked to vote on this proposal.
What vote is required to approve the removal of the fundamental policy for each fund?
Proposal No. 3 requires the affirmative vote of the lesser of: (1) 67% or more of the fund’s shares represented at the 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
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classes of each fund vote together on the proposal affecting that fund. However, the approval to eliminate the fundamental policy for each fund is not contingent upon obtaining approval to eliminate the fundamental policy for the other fund under this proposal.
If the proposed removal of the fundamental policy is approved by shareholders, it is expected to become effective on or about November 1, 2013. The funds’ Statement of Additional Information will be revised accordingly and an amendment to each fund’s prospectus or summary prospectus will be sent to shareholders to notify them of the changes.
The Board of Directors of the funds, including the funds’ independent directors, recommends that shareholders of each fund vote FOR the proposal affecting that fund.
PROPOSAL NO. 4 — Revise the Fundamental Policy on Commodities for All Funds (other than Global Allocation Fund, Institutional Long Duration Credit Fund, Short-Term Reserve Fund, and the T. Rowe Price money market funds)
The Price Funds (except the Global Allocation, Institutional Long Duration Credit, Spectrum Growth, and Spectrum Income Funds) have adopted the following policy on commodities:
“The funds may not, as a matter of fundamental policy, purchase or sell physical commodities, except that the funds (other than the money funds) may enter into futures contracts and options thereon.”
The Spectrum Growth and Spectrum Income Funds have adopted the following policy on commodities:
“The funds may not, as a matter of fundamental policy, purchase or sell commodities or commodity or futures contracts.”
The Boards are proposing that these policies be replaced with a new fundamental policy relating to commodities. Other than for the Global Allocation Fund, Government Reserve Investment Fund, Institutional Long Duration Credit Fund, Prime Reserve Fund, Prime Reserve Portfolio, Reserve Investment Fund, Short-Term Reserve Fund, Summit Cash Reserves Fund, Summit Municipal Money Market Fund, Tax-Exempt Money Fund, and U.S. Treasury Money Fund, each fund’s Board is proposing, upon recommendation by the fund’s investment adviser, that the funds adopt the following policy on commodities:
“The funds may not, as a matter of fundamental policy, purchase or sell commodities except to the extent permitted by applicable law.”
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The 1940 Act requires an investment company to state its fundamental investment restriction regarding the purchase and sale of commodities. The Boards believe that changing the term “physical commodities” to “commodities” in the policy better conforms with the 1940 Act requirements, and the increased flexibility from broadening the policy from investments only in commodity-related futures and options to any commodity-related investments permitted by law will benefit fund shareholders.
Since the initial adoption of this policy for the Price 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 commodity-linked instruments. The proposed fundamental investment policy has already been adopted by the most recently incepted Price Funds, the Global Allocation Fund and Institutional Long Duration Credit Fund, and the Boards and T. Rowe Price consider this policy to be well-suited to today’s regulatory and investment environments. The policy would still provide that direct investments in commodities are prohibited, but would clarify the funds’ authority to enter into a variety of derivative transactions relating to commodities. The proposed change is intended to preserve the funds’ flexibility to invest in a variety of modern financial instruments that could technically be considered commodities and will allow 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 manner in which any of the Price Funds are managed as a result of this change. However, the policy 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 opportunities as they become available.
This change will not apply to the Global Allocation Fund or Institutional Long Duration Credit Fund since the proposed policy has already been adopted by these funds. In addition, this change will not apply to the Short-Term Reserve Fund since that fund’s investment program does not permit the use of derivatives. Finally, this change will not apply to any of the T. Rowe Price money market funds since such funds are prohibited from entering into derivatives transactions under Rule 2a-7 of the 1940 Act. Therefore, in addition to shareholders of the Global Allocation Fund, Institutional Long Duration Credit Fund, and Short-Term Reserve Fund not being asked to vote on this proposal, shareholders of the following funds are also not being asked to vote on this proposal: Government Reserve Investment Fund; Prime Reserve Fund; Prime Reserve Portfolio; Reserve Investment Fund; Summit Cash Reserves Fund; Summit Municipal Money Market Fund; Tax-Exempt Money Fund; and U.S. Treasury Money Fund.
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What vote is required to revise the fundamental policy on commodities for each fund?
Proposal No. 4 requires the affirmative vote of the lesser of: (1) 67% or more of the fund’s shares represented at the 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 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 the 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 November 1, 2013, and the funds’ Statement of Additional Information will be revised accordingly.
The Boards of Directors of the funds, including the funds’ independent directors, recommend that shareholders of the relevant fund vote FOR the proposal affecting that fund.
FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING
What is the required quorum?
To hold a shareholders’ meeting for a Maryland corporation, one-third of the corporation’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 present but sufficient votes in favor of a proposal are not received by the meeting date, the persons named as proxies may propose one or more adjournments to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the shares present in person or by proxy at the meeting to be adjourned. Shares voted against a proposal will be voted against the proposed adjournment. The persons named as proxies will vote in favor of such adjournment if they determine that additional solicitation is reasonable and in the interests of the corporation’s shareholders.
How are the votes 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 Internet. With respect to proposal 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
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instruct them not to vote those shares on the proposal by checking the “WITHHOLD AUTHORITY” box. With respect to proposals 2, 3, and 4, 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 via the telephone or Internet, and give no voting instructions with respect to the election of directors/trustees 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 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. If a proposal must be approved by a plurality vote, abstentions and broker nonvotes will have no effect on the result of the vote. Because the proposals, other than the proposal for the election of directors, 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 Price Funds that are held by other 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 annual meeting?
The management of the funds knows of no other business that may come before the meeting. However, if any additional matters are properly
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presented at the 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.
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 55046, Boston, MA 02205-9836. Any mailed proxies sent to this address will be delivered to Boston Financial Data Services, Inc. (“BFDS”), whom the funds have retained to tabulate the votes. 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 eproxyvote.com/trp 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.
The U.S. Securities and Exchange Commission has adopted rules that permit investment companies, such as the funds, and intermediaries to satisfy the delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” could result in extra convenience and cost savings for the funds and their shareholders. Unless the funds have received contrary instructions, only one copy of this Proxy Statement will be mailed to two or more shareholders who share an address. If you need additional copies or do not want your mailings to be “householded,” please call 1-800-225-5132 or write us at P.O. Box 17630, Baltimore, MD 21297-1630.
In addition, the funds have arranged through BFDS to have votes recorded through the Internet through eproxyvote.com/trp or by telephone at1-866-977-7699. The telephone and Internet 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. BFDS is responsible for assisting the Price Funds in determining whether quorum is achieved and whether sufficient votes are received to approve a proposal.
Can I change my vote after I submit my proxy?
Any proxy, including those voted via the Internet or by telephone, may be revoked at any time before the votes have been submitted for tabulation at the meeting by filing a written notice of revocation with the funds, by
PAGE 47
delivering a properly executed proxy bearing a later date, or by attending the meeting and voting in person. If you vote via the telephone or Internet, you can change your vote up until 7:59 a.m. on October 22, 2013.
How can proxies be solicited?
Directors and officers of the funds, and employees of T. Rowe Price (and its affiliates), may solicit proxies by mail, in person, or by telephone. In the event that votes are solicited by telephone, shareholders will be called at the telephone number T. Rowe Price and its affiliates have in their 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 meeting in accordance with their instructions. To ensure that shareholders’ instructions have been recorded correctly, confirmation of the instructions is also mailed and a 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 meeting to permit approval of the proposals outlined in the proxy statement, the funds will also use the services of BFDS to assist them in soliciting proxies.
Who pays for the costs involved with the proxy?
For managing the funds’ overall proxy campaign, BFDS will receive a management fee plus reimbursement for out-of-pocket expenses. BFDS will also receive fees in connection with the printing, preparing, assembling, mailing, and transmitting proxy materials on behalf of the funds, tabulating those votes that are received, and any solicitation of additional votes. While the fees received by BFDS will vary based on the level of additional solicitation necessary to achieve quorum and shareholder approval, the costs paid to BFDS are estimated to be approximately $4.7 million. In addition, 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 accounts. All costs of the shareholder meetings and the proxy solicitation, including the use of BFDS, will be paid for by the funds (except for the Multi-Sector Account Portfolios) in proportion to their relative asset size. However, any of these expenses that would result in a fund’s total expense ratio exceeding its contractual expense limitation or its all-inclusive management fee rate will be borne by T. Rowe Price.
Are the funds required to hold annual meetings?
Under Maryland law, the funds are not required to hold annual meetings. The Board of Directors of each fund has determined that the funds will take advantage of this Maryland law provision to avoid the significant expense associated with holding annual meetings, including legal,
PAGE 48
accounting, printing, and mailing fees incurred in preparing proxy materials. Accordingly, no annual meetings of shareholders shall be held in any year in which a meeting is not otherwise required to be held by 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 each fund’s Board.
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 Patricia B. Lippert, Secretary of the T. Rowe Price Funds, 100 East Pratt Street, Baltimore, MD 21202, within a reasonable time before the funds begin to print and mail their proxy materials. The timely submission of a proposal does not guarantee its consideration at the meeting.
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 Price Funds and provides the funds with investment management services. T. Rowe Price is a wholly owned subsidiary of T. Rowe Price Group Inc., a holding company listed on the Nasdaq® National Market. 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 Singapore Private Ltd. (“Price Singapore”) on behalf of certain Price Funds. Price International is a wholly owned subsidiary of T. Rowe Price, and Price Hong Kong and Price Singapore are wholly owned subsidiaries of Price International.
Each fund also has an accounting services agreement with T. Rowe Price, 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”). Each of these service providers is a wholly owned subsidiary of T. Rowe Price.
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 Price Hong Kong is 1 Connaught Place,
PAGE 49
Room 2101-2120, Jardine House 21st Floor, Central Hong Kong. The address for Price International is 60 Queen Victoria Street, London, EC4N 4TZ, United Kingdom. The address for Price Singapore is No. 290 Orchard Road, #14-04 Paragon, Singapore 238859.
Who are the funds’ executive officers?
John R. Gilner serves as Chief Compliance Officer for all of the 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. Gregory K. Hinkle serves as Treasurer for all of the Price Funds. Mr. Hinkle 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 all of the funds covered by this proxy statement and their positions with each fund, T. Rowe Price, and T. Rowe Price Group, Inc. 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.vote.
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PAGE 50
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PAGE 51As a shareholder, it is important for you to vote!
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PAGE 52
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PAGE 53
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a Brian J. Brennan, Richard C. Clattenburg, Michael J. Conelius, Christopher J. Rothery, and David A. Tiberii have been Vice PresidentsOn the back of Price International since 2009. Anna M. Dopkin and Michael C. Gitlin have been Vice Presidents of Price International since 2010. Christopher D. Alderson has been Director of Price International since 2010 and President-International Equity since 2011. Ian D. Kelson has been Director and President-International Fixed Income of Price International since 2011. Oliver D.M. Bell, Jose Costa Buck, Mark J.T. Edwards, Jonathan H.W. Matthews, Raymond A. Mills, Sebastien Mallet, Gonzalo Pangaro, Federico Santilli, Neil Smith, and Justin Thomson have been Vice Presidents of Price International since 2011.
b Christopher D. Alderson has been Director of Price Singapore since 2010 and Vice President since 2011. Richard Clattenburg, Michael C. Gitlin, and Neil Smith have been Vice Presidents of Price Singapore since 2011.
c Christopher D. Alderson has been Director and Company’s Representative of Price Hong Kong since 2011 and Vice President since 2011. Michael C. Gitlin, Anh T. Lu, Susanta Mazumdar, and Neil Smith have been Vice Presidents of Price Hong Kong since 2011.
d Richard N. Clattenburg and Jonathan H.W. Matthews have been Vice Presidents of T. Rowe Price Group, Inc. since 2009. Steven E. Boothe and Joshua Nelson have been Vice Presidents of T. Rowe Price Group, Inc. since 2010. Oliver D.M. Bell has been Vice President of T. Rowe Price Group, Inc. since 2012.
For all funds other than those referred to in the next sentence, the executive officers and directors of each fund, asthis Notice, you will find a group, beneficially owned, directly or indirectly, less than 1% of anysummary of the fund’s outstanding shares as of June 30, 2013. For the following funds, the executive officers and directors/trustees of each fund, asproposals that require a group, beneficially owned, directly or indirectly, the following percentages of each such fund’s outstanding shares as of June 30, 2013: Africa & Middle East Fund (1.12%); Emerging Markets Local Currency Bond Fund (1.90%); Global Large-Cap Stock Fund (5.72%); Institutional Floating Rate Fund (4.19%); Institutional Floating Rate Fund–F Class (1.78%); Summit Cash Reserves Fund (1.42%); Summit Municipal Money Market Fund (1.58%); Tax-
PAGE 54
Exempt Money Fund (12.12%); Tax-Efficient Equity Fund (6.48%); and U.S. Large-Cap Core Fund (3.44%).
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, as of July 24, 2013.
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PAGE 55
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PAGE 56
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PAGE 57
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Who are the principal holders of each fund’s shares?
The following table, entitled “Principal Holders of Fund Shares,” provides the shareholders of record that owned more than 5% of the indicated funds and/or classes, as of May 31, 2013.
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PAGE 58
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PAGE 59
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PAGE 60
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PAGE 61
Principal Holders of Fund Shares | ||||
T. Rowe Price Fund | Shareholder | # of Shares | % | |
Dividend Growth | Edward D. Jones & Company MLPF&S for the Sole Benefit of Its Customers National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Trust Company | 14,097,853 | 13.15 | |
Dividend Growth Fund–Advisor Class | Charles Schwab & Company, Inc. National Financial Services for the Exclusive Benefit of Our Customers Wells Fargo Bank | 573,838 | 8.13 | |
Emerging Europe | National Financial Services for the Exclusive Benefit of Our Customers | 1,655,991 | 8.35 | |
Emerging Markets Bond | Retirement 2010 Retirement 2015 Retirement 2020 Retirement 2025 Retirement 2030 Spectrum Income Fund | 16,003,819 | 5.45 | |
Emerging Markets Corporate Bond | T. Rowe Price Associates | 2,271,697 | 47.71(c) | |
Emerging Markets Corporate Bond Fund–Advisor Class | T. Rowe Price Associates | 25,117 | 94.07(c) | |
Emerging Markets Corporate Multi-Sector Account Portfolio | CBE of New Brunswick St. Paul Teachers Retirement Fund Association T. Rowe Price Associates | 789,497 | 33.41(a) | |
PAGE 62
Principal Holders of Fund Shares | ||||
T. Rowe Price Fund | Shareholder | # of Shares | % | |
Emerging Markets Stock | National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC Retirement 2020 Retirement 2025 Retirement 2030 Retirement 2040 | 25,021,540 | 11.21 | |
Emerging Markets Local Currency Bond | T. Rowe Price Associates | 1,179,063 | 17.87 | |
Emerging Markets Local Currency Bond Fund–Advisor Class | Charles Schwab & Company, Inc. T. Rowe Price Associates | 45,164 | 55.86(a) | |
Emerging Markets Local Multi-Sector Account Portfolio | CBE of New Brunswick St. Paul Teachers Retirement Fund Association T. Rowe Price Associates | 2,700,226 | 53.52(a) | |
PAGE 63
Principal Holders of Fund Shares | ||||
T. Rowe Price Fund | Shareholder | # of Shares | % | |
Equity Income Portfolio | American United Life American United Life Pruco Life Insurance Company Security Benefit Life Insurance Company Transamerica Life Insurance Company | 4,388,492 | 14.40 | |
Equity Income Portfolio-II | Lincoln Benefit Life Company Nationwide Insurance Company Nationwide Life Insurance Company Pacific Select Executive | 907,036 | 6.65 | |
Equity Index 500 | Retirement 2010 Retirement 2015 Retirement 2020 Retirement 2025 Retirement 2030 | 34,698,707 | 8.64 | |
Equity Index 500 Portfolio | Great-West Life & Annuity Client Plans Security Benefit Life Insurance Company FBO T. Rowe Price No-Load Variable Annuity | 84,499 | 8.99 | |
European Stock | Charles Schwab & Company, Inc. Spectrum International Fund | 2,996,461 | 6.35 | |
Extended Equity Market Index | TD Ameritrade, Inc. T. Rowe Price Trust Company | 1,699,319 | 6.71 | |
Financial Services | Vanguard Fiduciary Trust Company | 5,492,951 | 19.12 | |
PAGE 64
Principal Holders of Fund Shares | ||||
T. Rowe Price Fund | Shareholder | # of Shares | % | |
Floating Rate | National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC TD Ameritrade, Inc. T. Rowe Price Associates | 1,317,023 | 8.70 | |
Floating Rate Fund–Advisor Class | Charles Schwab & Company, Inc. JP Morgan Clearing Corporation Omnibus Account for the Exclusive Benefit of Customers Pershing LLC | 194,373 | 28.22(a) | |
Floating Rate Multi-Sector Account Portfolio | CBE of New Brunswick T. Rowe Price Associates | 2,213,418 | 46.96(a) | |
Global Allocation Fund | T. Rowe Price Associates | 2,475,000 | 85.55(c) | |
Global Allocation Fund–Advisor Class | T. Rowe Price Associates | 25,000 | 100.00(c) | |
Global Infrastructure | T. Rowe Price Associates | 560,714 | 13.55 | |
Global Infrastructure Fund–Advisor Class | National Financial Services for the Exclusive Benefit of Our Customers SEI Private Trust Company TD Ameritrade, Inc. T. Rowe Price Associates | 22,776 | 39.27(a) | |
Global Large-Cap Stock | San Gabriel III LLC T. Rowe Price Associates Trustees of T. Rowe Price U.S. Retirement Program | 243,477 | 5.95 | |
Global Large-Cap Stock Fund–Advisor Class | Charles Schwab & Company, Inc. Pershing LLC T. Rowe Price Associates | 2,984 | 8.14 | |
PAGE 65
Principal Holders of Fund Shares | ||||
T. Rowe Price Fund | Shareholder | # of Shares | % | |
Global Real Estate | Charles Schwab & Company, Inc. National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC TD Ameritrade, Inc. T. Rowe Price Associates | 922,786 | 8.12 | |
Global Real Estate Fund–Advisor Class | Charles Schwab & Company, Inc. National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC | 268,534 | 32.32(a) | |
Global Stock | JPMorgan as Directed Trustee for Ernst & Young T. Rowe Price Retirement Plan Services, Inc. | 3,279,697 | 14.13 | |
Global Stock Fund–Advisor Class | FIIOC as Agent National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC | 13,535 | 23.01 | |
Global Technology | Charles Schwab & Company, Inc. MLPF&S for the Sole Benefit of Its Customers National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC | 9,236,014 | 14.27 | |
Government Reserve Investment | Barnaclesail Bridgesail & Co. Heirloom & Company T. Rowe Price Retirement Plan Services, Inc. Weatherboard & Company | 901,185,991 | 54.00(b)
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Growth & Income | T. Rowe Price Trust Company | 3,651,074 | 7.20 | |
PAGE 66
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PAGE 67
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PAGE 68
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PAGE 69
Principal Holders of Fund Shares | ||||
T. Rowe Price Fund | Shareholder | # of Shares | % | |
Institutional Emerging Markets Bond | Charles Schwab & Company, Inc. Ladybird & Company Ladybug & Company Lakeside & Company National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC Rockyledge & Company | 3,775,428 | 13.40 | |
Institutional Emerging Markets Equity | Goldman Sachs & Company JPMorgan Chase Bank NA as Directed Ladybug & Company Lakeside & Company Mac & Company National Financial Services for the Exclusive Benefit of Our Customers Wells Fargo Bank NA | 3,181,795 | 9.20 | |
Institutional Floating Rate | DPERS-Floating Rate Fund Account National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC Seamile & Company Taskforce & Company Tuna & Company | 35,994,632 | 19.11 | |
Institutional Floating Rate Fund–F Class | Mac & Company | 5,245,760 | 6.39 | |
PAGE 70
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PAGE 71
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PAGE 72
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PAGE 73
Principal Holders of Fund Shares | ||||
T. Rowe Price Fund | Shareholder | # of Shares | % | |
International Bond | Edward D. Jones & Company National Financial Services for the Exclusive Benefit of Our Customers Retirement 2020 Spectrum Income Fund | 87,550,114 | 16.73 | |
International Bond Fund–Advisor Class | Morgan Stanley Smith Barney Pershing LLC | 4,246,376 | 22.02 | |
International Discovery | Charles Schwab & Company, Inc. National Financial Services for the Exclusive Benefit of Our Customers State Street Bank & Trust Company as Vanguard Fiduciary Trust Company | 5,108,564 | 7.81 | |
International Equity Index | T. Rowe Price Retirement Plan Services, Inc. | 5,823,781 | 16.09 | |
International Growth & Income | Retirement 2015 Retirement 2020 Retirement 2025 Retirement 2030 Retirement 2035 Retirement 2040 Spectrum Growth Fund | 29,079,558 | 5.76 | |
International Growth & Income Fund–Advisor Class | American United Life Pershing LLC State Street Corporation Trustee | 753,962 | 7.06 | |
PAGE 74
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PAGE 75
Principal Holders of Fund Shares | ||||
T. Rowe Price Fund | Shareholder | # of Shares | % | |
International Stock Portfolio | Allamerica Financial Life Insurance and Annuity Company American National Group Farm Bureau Life Insurance Company NYLIAC Pruco Life Insurance Company Pruco Life Insurance Company Security Benefit Life Insurance Company | 3,733,035 | 17.79 | |
Investment-Grade Corporate Multi-Sector Account Portfolio | CBE of New Brunswick St. Paul Teachers Retirement Fund Association T. Rowe Price Associates | 1,485,109 | 54.32(a) | |
Japan | Spectrum International Fund | 5,071,173 | 17.56 | |
Latin America | Charles Schwab & Company, Inc. Pershing LLC | 3,675,623 | 8.77 | |
PAGE 76
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PAGE 77
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PAGE 78
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PAGE 79
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PAGE 80
Principal Holders of Fund Shares | ||||
T. Rowe Price Fund | Shareholder | # of Shares | % | |
Personal Strategy Balanced Portfolio | Farm Bureau Life Insurance Company Modern Woodmen of America NYLIAC Paragon Life Insurance Company Security Benefit Life Insurance Company Transamerica Life Insurance Company | 1,038,755 | 12.99 | |
Personal Strategy Growth | National Financial Services for the Exclusive Benefit of Our Customers State Street Bank & Trust Company T. Rowe Price Trust Company TR | 3,003,462 | 6.55 | |
Personal Strategy Income | National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Trust Company TR | 3,688,977 | 5.57 | |
Prime Reserve | T. Rowe Price Trust Company | 456,846,467 | 7.80 | |
Prime Reserve Portfolio | American National Group Horace Mann Life Insurance Company Security Benefit Life Insurance Company Sentry Life Insurance Company | 1,778,746 | 8.96 | |
Real Assets | Retirement 2015 Retirement 2020 Retirement 2025 Retirement 2030 Retirement 2035 Retirement 2040 | 18,188,550 | 6.11 | |
Real Estate | Charles Schwab & Company, Inc. First Clearing LLC Pershing LLC | 13,756,247 | 8.42 | |
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PAGE 82
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PAGE 83
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PAGE 84
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PAGE 85
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PAGE 86
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PAGE 87
Principal Holders of Fund Shares | ||||
T. Rowe Price Fund | Shareholder | # of Shares | % | |
Retirement Income Fund–Advisor Class | Massachusetts Mutual Life Insurance Company National Financial Services for the Exclusive Benefit of Our Customers Reliance Trust Company Taynik & Company | 1,816,375 | 7.63 | |
Retirement Income Fund–R Class | ING Life Insurance & Annuity Company PIMS/Prudential Retirement State Street Corporation Trustee | 1,987,182 | 9.01 | |
Science & Technology | T. Rowe Price Retirement Plan Services, Inc. Omnibus Plan | 13,421,098 | 17.43 | |
Science & Technology Fund–Advisor Class | John Hancock Life Insurance Company USA | 9,700,602 | 87.04(a) | |
Short-Term Bond | Charles Schwab & Company, Inc. Edward D. Jones & Company National Financial Services for the Exclusive Benefit of Our Customers Spectrum Income Fund | 69,100,080 | 5.21 | |
Short-Term Bond Fund–Advisor Class | Genworth Financial Trust Company National Financial Services for the Exclusive Benefit of Our Customers | 14,184,791 | 35.32(a) | |
Short-Term Reserve | JP Morgan Chase Bank as Agent State Street Bank & Trust Company Agent | 111,937,841 | 77.82(a) | |
PAGE 88
Principal Holders of Fund Shares | ||||
T. Rowe Price Fund | Shareholder | # of Shares | % | |
Small-Cap Stock | Minnesota State Retirement System National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Trust Company | 13,175,382 | 6.28 | |
Small-Cap Stock Fund–Advisor Class | Fifth Third Bank Trustee National Financial Services for the Exclusive Benefit of Our Customers Vanguard Fiduciary Trust Company Wells Fargo Bank | 1,243,418 | 12.11 | |
Small-Cap Value | National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Trust Company | 21,683,697 | 12.62 | |
Small-Cap Value Fund–Advisor Class | ICMA Retirement Trust John Hancock Life Insurance Company USA National Financial Services for the Exclusive Benefit of Our Customers | 8,783,492 | 30.86(a) | |
Spectrum Growth | T. Rowe Price Trust Company | 15,959,402 | 9.64 | |
Spectrum Income | T. Rowe Price Trust Company | 81,170,958 | 15.76 | |
Strategic Income | National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Associates Young Women’s Christian Association | 3,188,150 | 12.96 | |
PAGE 89
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PAGE 90
Principal Holders of Fund Shares | ||||
T. Rowe Price Fund | Shareholder | # of Shares | % | |
Summit Municipal Money Market | James S. Riepe Gail P. Riepe, Tenant | 10,239,073 | 5.44 | |
Tax-Exempt Money | Edward D. Jones & Company Pershing LLC for Exclusive Benefit of Susan A. Feith Wisconsin Rapids, Wisconsin | 168,302,609 | 19.92 | |
Tax-Free High Yield | Charles Schwab & Company, Inc. National Financial Services for the Exclusive Benefit of Our Customers | 20,739,271 | 9.38 | |
Tax-Free High Yield Fund–Advisor Class | Charles Schwab & Company, Inc. National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Associates | 255,496 | 84.23(a) | |
Tax-Free Income Fund–Advisor Class | JP Morgan Clearing Corporation National Financial Services for the Exclusive Benefit of Our Customers | 50,189,458 | 41.46(a) | |
Tax-Free Short-Intermediate | Charles Schwab & Company, Inc. First Clearing LLC National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC T. Rowe Price Associates | 53,005,285 | 15.09 | |
PAGE 91
Principal Holders of Fund Shares | ||||
T. Rowe Price Fund | Shareholder | # of Shares | % | |
Tax-Free Short-Intermediate Fund–Advisor Class | Charles Schwab & Company, Inc. D A Davidson & Co. Inc. FBO David K. Grant National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC RBC Capital Markets LLC Stifel Nicolaus & Company, Inc. T. Rowe Price Associates | 35,701 | 7.35 | |
Total Equity Market Index | Maryland College Investment Plan | 4,243,089 | 10.07 | |
U.S. Bond Enhanced Index | Education Trust of Alaska Genworth Financial Trust Company T. Rowe Price Retirement Plan Services, Inc. | 3,861,331 | 6.18 | |
U.S. Large-Cap Core | T. Rowe Price Associates | 575,000 | 16.44 | |
U.S. Large-Cap Core Fund–Advisor Class | Charles Schwab & Company, Inc. Pershing LLC T. Rowe Price Associates | 7,959 | 20.58 | |
U.S. Treasury Intermediate | T. Rowe Price Trust Company | 6,647,578 | 9.04 | |
U.S. Treasury Long-Term | Spectrum Income Fund T. Rowe Price Trust Company | 10,240,923 | 31.29(b) | |
Ultra Short-Term Bond | T. Rowe Price Associates | 20,000,000 | 56.31(c) | |
Value | Retirement 2020 Retirement 2025 Retirement 2030 Retirement 2035 Retirement 2040 Retirement 2045 | 56,735,687 | 11.56 | |
PAGE 92
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(a) At the level of ownership indicated, the shareholder would be able to determine the outcome of most issues that are submitted to shareholders for vote.
(b) The indicated percentage of the outstanding shares of this fund are owned by another T. Rowe Price fund and held in the nominee name indicated. Shares of the fund are “echo-voted” by the T. Rowe Price fund that owns the shares in the same proportion that the shares of the underlying fund are voted by other shareholders.
(c) T. Rowe Price is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. Fund shares owned by T. Rowe Price are the result of contributions to the fundvote at the fund’s inception in order to provide the fund with sufficient capital to invest in accordance with its investment program. At the level of ownership indicated, T. Rowe Price would be able to determine the outcome of most issues that were submitted to shareholders for vote.
(d) Security Benefit Life Insurance Company, organized under the laws of Kansas, owns the percentage indicated (in connection with issuing the T. Rowe Price Variable Annuity) of the outstanding shares of the fund. Under current law, the insurance company must vote these shares in accordance with instructions received by underlying contract holders.
(e) RPS is a wholly owned subsidiary of T. Rowe Price, which is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. RPS is not the beneficial owner of these shares. Such shares are held of record by RPS and are normally voted by various retirement plans and retirement plan participants for which RPS acts as recordkeeper.
INFORMATION ABOUT INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Joint Audit Committee has selected PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Price Funds for their current fiscal years, and such selection has also been approved by the funds’ independent directors. Representatives of PricewaterhouseCoopers are not expected to be present at the meeting or available to make a statement or respond to any shareholders’ questions.
The following table, entitled “Independent Auditor Fees,” sets forth the audit, audit-related, tax, and all other fees billed to the Price Funds by PricewaterhouseCoopers in each of the last two fiscal years. Audit fees are billed for professional services rendered by PricewaterhouseCoopers for the audit of each fund’s annual financial statements and for services normally provided in connection with statutory and regulatory filings. Audit-related fees are billed to the Price Funds for assurance and related services by PricewaterhouseCoopers that are reasonably related to the performance of the audit of each fund’s financial statements. The nature of
PAGE 93
services comprising these fees is the issuance of a report on internal controls. Tax fees are billed to the Price Funds for services rendered by PricewaterhouseCoopers for tax compliance, tax advice, and tax planning. The nature of services comprising these fees includes the review of distribution calculations and the preparation of federal, state, and excise tax returns. All other fees are billed for all other services rendered to the Price Funds by PricewaterhouseCoopers. The nature of the service comprising these fees is based on agreed-upon procedures relating to advisory contract approvals by the Price Funds’ Boards of Directors. The Joint Audit Committee has considered whether the provisions of the services covered under “Other Fees” is compatible with maintaining the independence of PricewaterhouseCoopers.
Independent Auditor Fees | ||||||||
T. Rowe Price Fund | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | ||||
Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | |
Africa & Middle East | 24,188 | 13,133 | 979 | 992 | 5,596 | 2,032 | 149 | 147 |
Balanced | 14,937 | 19,694 | 976 | 994 | 3,502 | 5,123 | 149 | 148 |
Blue Chip Growth | 22,989 | 27,195 | 976 | 994 | 5,311 | 8,011 | 149 | 148 |
Blue Chip Growth Portfolio | 15,912 | 13,111 | 976 | 994 | 3,744 | 4,204 | 149 | 148 |
Capital Opportunity | 15,870 | 13,310 | 976 | 994 | 3,734 | 4,262 | 149 | 148 |
Corporate Income | 13,273 | 12,410 | 985 | 999 | 3,115 | 3,311 | 147 | 148 |
Diversified Mid-Cap Growth | 16,081 | 13,060 | 976 | 994 | 3,782 | 4,001 | 149 | 148 |
Diversified Small-Cap Growth | 16,085 | 13,063 | 976 | 994 | 3,783 | 4,000 | 149 | 148 |
Dividend Growth | 16,960 | 15,402 | 976 | 994 | 3,975 | 4,812 | 149 | 148 |
Emerging Europe | 22,648 | 18,227 | 979 | 992 | 5,215 | 3,519 | 149 | 147 |
Emerging Markets Bond | 28,014 | 32,950 | 976 | 994 | 6,437 | 8,455 | 149 | 148 |
Emerging Markets Corporate Bond | — | 11,571 | — | 652 | — | 2,683 | — | 98 |
Emerging Markets Corporate Multi-Sector Account Portfolio | — | 15,474 | — | — | — | 5,177 | — | — |
Emerging Markets Local Currency Bond | 10,935 | 16,878 | 617 | 1,023 | 2,536 | 4,801 | 94 | 152 |
Emerging Markets Local Multi-Sector Account Portfolio | — | 15,474 | — | — | — | 5,177 | — | — |
Emerging Markets Stock | 40,427 | 43,824 | 979 | 992 | 9,106 | 9,190 | 149 | 148 |
Equity Income Portfolio | 16,738 | 13,999 | 976 | 994 | 3,927 | 4,391 | 149 | 148 |
Equity Index 500 | 23,356 | 29,162 | 976 | 994 | 5,428 | 8,430 | 149 | 148 |
PAGE 94
Independent Auditor Fees | ||||||||
T. Rowe Price Fund | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | ||||
Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | |
Equity Index 500 Portfolio | 15,731 | 12,898 | 976 | 994 | 3,703 | 4,167 | 149 | 148 |
European Stock | 22,340 | 19,234 | 979 | 992 | 5,143 | 4,363 | 149 | 148 |
Extended Equity Market Index | 15,924 | 13,368 | 976 | 994 | 3,745 | 4,284 | 149 | 148 |
Financial Services | 16,135 | 13,168 | 976 | 994 | 3,795 | 4,022 | 149 | 148 |
Floating Rate | 5,958 | 11,862 | 80 | 999 | 239 | 2,881 | 12 | 148 |
Floating Rate Multi-Sector Account Portfolio | — | 23,151 | — | — | — | 7,746 | — | — |
Global Allocation | — | — | — | — | — | — | — | — |
Global Infrastructure | 18,902 | 16,394 | 979 | 992 | 4,385 | 3,683 | 149 | 148 |
Global Large-Cap Stock | 19,005 | 16,456 | 979 | 992 | 4,408 | 3,698 | 149 | 148 |
Global Real Estate | 19,379 | 16,421 | 976 | 994 | 4,520 | 4,713 | 149 | 148 |
Global Stock | 22,337 | 18,522 | 979 | 992 | 5,144 | 4,128 | 149 | 148 |
Global Technology | 16,039 | 13,614 | 976 | 994 | 3,771 | 4,343 | 149 | 148 |
Government Reserve Investment | 14,628 | 13,877 | 985 | 999 | 3,411 | 3,617 | 147 | 148 |
Growth & Income | 16,728 | 14,007 | 976 | 994 | 3,927 | 4,247 | 149 | 148 |
Growth Stock | 31,052 | 44,114 | 976 | 994 | 7,121 | 12,410 | 149 | 148 |
Health Sciences | 17,320 | 17,602 | 976 | 994 | 4,051 | 5,253 | 149 | 148 |
Health Sciences Portfolio | 15,763 | 13,016 | 976 | 994 | 3,710 | 4,192 | 149 | 148 |
High Yield | 26,470 | 30,311 | 985 | 999 | 5,997 | 6,593 | 147 | 148 |
High Yield Multi-Sector Account Portfolio | — | 15,474 | — | — | — | 5,177 | — | — |
Inflation Focused Bond | 16,792 | 16,202 | 985 | 999 | 3,885 | 3,966 | 147 | 148 |
Inflation Protected Bond | 12,768 | 10,217 | 985 | 999 | 3,004 | 2,521 | 147 | 148 |
Institutional Africa & Middle East | 19,657 | 16,392 | 979 | 992 | 4,555 | 3,776 | 149 | 147 |
Institutional Concentrated International Equity | 16,536 | 16,217 | 703 | 992 | 5,524 | 3,649 | 74 | 148 |
Institutional Core Plus | 12,294 | 5,924 | 985 | 999 | 2,917 | 1,554 | 147 | 148 |
Institutional Emerging Markets Bond | 21,282 | 16,532 | 976 | 994 | 4,955 | 3,878 | 149 | 148 |
PAGE 95
Independent Auditor Fees | ||||||||
T. Rowe Price Fund | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | ||||
Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | |
Institutional Emerging Markets Equity | 21,945 | 19,603 | 979 | 992 | 5,054 | 4,417 | 149 | 148 |
Institutional Floating Rate | 15,161 | 12,876 | 985 | 999 | 3,547 | 3,031 | 147 | 148 |
Institutional Global Equity | 18,892 | 17,688 | 979 | 992 | 4,376 | 3,797 | 149 | 148 |
Institutional Global Large-Cap Equity | 19,004 | 16,441 | 979 | 992 | 4,408 | 3,696 | 149 | 147 |
Institutional Global Value Equity | — | 8,579 | — | 489 | — | 1,991 | — | 74 |
Institutional High Yield | 14,656 | 12,114 | 985 | 999 | 3,417 | 2,831 | 147 | 148 |
Institutional International Bond | 27,416 | 10,120 | 976 | 994 | 6,370 | 2,403 | 149 | 148 |
Institutional International Core Equity | 17,304 | 16,503 | 485 | 992 | 4,621 | 3,704 | 74 | 147 |
Institutional International Growth Equity | 19,240 | 16,309 | 979 | 992 | 4,461 | 3,709 | 149 | 148 |
Institutional Large-Cap Core Growth | 16,111 | 13,185 | 976 | 994 | 3,789 | 4,067 | 149 | 148 |
Institutional Large-Cap Growth | 17,603 | 17,791 | 976 | 994 | 4,118 | 5,319 | 149 | 148 |
Institutional Large-Cap Value | 16,294 | 13,589 | 976 | 994 | 3,829 | 4,235 | 149 | 148 |
Institutional Long Duration Credit(b) | — | — | — | — | — | — | — | — |
Institutional Mid-Cap Equity Growth | 16,931 | 15,387 | 976 | 994 | 3,969 | 4,802 | 149 | 148 |
Institutional Small-Cap Stock | 16,301 | 13,554 | 976 | 994 | 3,831 | 4,168 | 149 | 148 |
Institutional U.S. Structured Research | 22,077 | 8,453 | 976 | 994 | 5,163 | 2,045 | 149 | 148 |
International Bond | 36,514 | 41,876 | 976 | 994 | 8,317 | 10,961 | 149 | 148 |
International Discovery | 30,003 | 27,706 | 979 | 992 | 6,823 | 6,151 | 149 | 148 |
International Equity Index | 20,838 | 17,350 | 979 | 992 | 4,815 | 3,991 | 149 | 147 |
International Growth & Income | 33,512 | 37,413 | 979 | 992 | 7,585 | 7,752 | 149 | 148 |
International Stock | 45,966 | 51,140 | 979 | 992 | 10,323 | 10,657 | 149 | 147 |
International Stock Portfolio | 20,643 | 17,062 | 976 | 994 | 4,804 | 5,000 | 149 | 148 |
Investment-Grade Corporate Multi-Sector Account Portfolio | — | 23,151 | — | — | — | 7,746 | — | — |
Japan | 20,231 | 16,534 | 979 | 992 | 4,684 | 3,523 | 149 | 147 |
Latin America | 30,977 | 25,780 | 979 | 992 | 7,041 | 5,254 | 149 | 147 |
PAGE 96
Independent Auditor Fees | ||||||||
T. Rowe Price Fund | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | ||||
Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | |
Limited-Term Bond Portfolio | 13,729 | 11,768 | 976 | 994 | 3,186 | 3,133 | 149 | 148 |
Media & Telecommunications | 17,304 | 15,020 | 976 | 994 | 4,053 | 4,741 | 149 | 148 |
Mid-Cap Growth | 28,790 | 32,914 | 976 | 994 | 6,605 | 10,074 | 149 | 148 |
Mid-Cap Growth Portfolio | 16,083 | 13,201 | 976 | 994 | 3,782 | 4,153 | 149 | 148 |
Mid-Cap Value | 21,473 | 22,499 | 976 | 994 | 4,985 | 6,921 | 149 | 148 |
Mortgage-Backed Securities Multi-Sector Account Portfolio | — | 15,474 | — | — | — | 5,177 | — | — |
New America Growth Portfolio | 16,024 | 12,998 | 976 | 994 | 3,770 | 3,974 | 149 | 148 |
New Asia | 37,049 | 35,583 | 979 | 992 | 8,359 | 7,699 | 149 | 148 |
New Era | 19,815 | 17,668 | 976 | 994 | 4,612 | 5,194 | 149 | 148 |
New Horizons | 20,889 | 22,938 | 976 | 994 | 4,845 | 6,832 | 149 | 148 |
New Income | 37,055 | 46,774 | 985 | 999 | 8,317 | 9,759 | 147 | 148 |
Overseas Stock | 33,229 | 31,667 | 979 | 992 | 7,558 | 6,352 | 149 | 148 |
Personal Strategy Balanced | 15,872 | 14,696 | 985 | 999 | 3,673 | 4,658 | 147 | 148 |
Personal Strategy Balanced Portfolio | 15,792 | 13,081 | 976 | 994 | 3,716 | 4,210 | 149 | 148 |
Personal Strategy Growth | 15,360 | 14,057 | 985 | 999 | 3,562 | 4,510 | 147 | 148 |
Personal Strategy Income | 15,166 | 13,933 | 985 | 999 | 3,520 | 4,474 | 147 | 148 |
Prime Reserve | 21,120 | 22,813 | 985 | 999 | 4,814 | 5,222 | 147 | 148 |
Prime Reserve Portfolio | 13,642 | 11,440 | 976 | 994 | 3,168 | 3,076 | 149 | 148 |
Real Assets | 21,694 | 15,676 | 865 | 994 | 4,955 | 4,878 | 98 | 148 |
Real Estate | 17,481 | 16,587 | 976 | 994 | 4,091 | 5,128 | 149 | 148 |
Reserve Investment | 40,495 | 48,871 | 985 | 999 | 9,060 | 10,176 | 147 | 148 |
Retirement 2005 | 7,642 | 5,208 | 985 | 999 | 1,874 | 1,419 | 147 | 148 |
Retirement 2010 | 9,673 | 8,905 | 985 | 999 | 2,320 | 2,674 | 147 | 148 |
Retirement 2015 | 9,965 | 8,439 | 985 | 999 | 2,384 | 1,983 | 147 | 148 |
Retirement 2020 | 13,235 | 13,723 | 985 | 999 | 3,102 | 4,120 | 147 | 148 |
Retirement 2025 | 10,288 | 9,220 | 985 | 999 | 2,455 | 2,120 | 147 | 148 |
PAGE 97
Independent Auditor Fees | ||||||||
T. Rowe Price Fund | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | ||||
Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | |
Retirement 2030 | 12,086 | 12,306 | 985 | 999 | 2,849 | 3,805 | 147 | 148 |
Retirement 2035 | 9,205 | 8,086 | 985 | 999 | 2,218 | 1,945 | 147 | 148 |
Retirement 2040 | 10,379 | 10,194 | 985 | 999 | 2,475 | 3,009 | 147 | 148 |
Retirement 2045 | 8,180 | 5,583 | 985 | 999 | 1,993 | 1,451 | 147 | 148 |
Retirement 2050 | 7,711 | 5,939 | 985 | 999 | 1,890 | 1,571 | 147 | 148 |
Retirement 2055 | 7,237 | 5,137 | 985 | 999 | 1,785 | 1,430 | 147 | 148 |
Retirement Income | 8,180 | 7,461 | 985 | 999 | 1,992 | 1,989 | 147 | 148 |
Science & Technology | 17,371 | 16,438 | 976 | 994 | 4,063 | 5,085 | 149 | 148 |
Short-Term Bond | 22,032 | 24,866 | 985 | 999 | 5,033 | 5,624 | 147 | 148 |
Short-Term Reserve(c) | — | 12,300 | — | — | — | 2,700 | — | — |
Small-Cap Stock | 20,836 | 20,019 | 976 | 994 | 4,841 | 6,312 | 149 | 148 |
Small-Cap Value | 20,230 | 20,819 | 976 | 994 | 4,703 | 6,376 | 149 | 148 |
Spectrum Growth | 8,815 | 7,777 | 976 | 994 | 2,199 | 2,599 | 149 | 148 |
Spectrum Income | 9,462 | 9,173 | 976 | 994 | 2,345 | 3,059 | 149 | 148 |
Spectrum International | 12,242 | 2,929 | 976 | 994 | 2,992 | 850 | 149 | 148 |
Strategic Income | 12,487 | 11,605 | 985 | 999 | 2,943 | 3,163 | 147 | 148 |
Summit Cash Reserves | 18,951 | 22,641 | 979 | 992 | 4,176 | 4,351 | 149 | 148 |
Summit GNMA | 13,537 | 11,820 | 979 | 992 | 3,111 | 2,676 | 149 | 148 |
Summit Municipal Income | 13,941 | 12,574 | 979 | 992 | 3,192 | 2,802 | 149 | 148 |
Summit Municipal Intermediate | 15,307 | 15,095 | 979 | 992 | 3,468 | 3,222 | 149 | 148 |
Summit Municipal Money Market | 13,566 | 11,869 | 979 | 992 | 3,115 | 2,680 | 149 | 148 |
Tax-Efficient Equity | 13,840 | 15,719 | 972 | 995 | 3,301 | 4,192 | 148 | 148 |
Tax-Exempt Money | 14,398 | 13,239 | 972 | 995 | 3,361 | 3,412 | 148 | 148 |
Tax-Free High Yield | 14,678 | 15,496 | 972 | 995 | 3,415 | 3,832 | 148 | 148 |
Tax-Free Income | 16,199 | 17,107 | 972 | 995 | 3,742 | 4,196 | 148 | 148 |
Tax-Free Short-Intermediate | 14,952 | 14,620 | 972 | 995 | 3,483 | 3,708 | 148 | 148 |
Total Equity Market Index | 16,011 | 13,626 | 976 | 994 | 3,764 | 4,343 | 149 | 148 |
PAGE 98
Independent Auditor Fees | ||||||||
T. Rowe Price Fund | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | ||||
Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | |
U.S. Bond Enhanced Index | 13,979 | 12,987 | 979 | 992 | 3,199 | 2,857 | 149 | 148 |
U.S. Large-Cap Core | 15,655 | 13,046 | 976 | 994 | 3,686 | 4,176 | 149 | 148 |
U.S. Treasury Intermediate | 12,809 | 12,414 | 985 | 999 | 3,012 | 3,297 | 147 | 148 |
U.S. Treasury Long-Term | 12,619 | 12,074 | 985 | 999 | 2,971 | 3,249 | 147 | 148 |
U.S. Treasury Money | 15,031 | 14,926 | 985 | 999 | 3,494 | 3,773 | 147 | 148 |
Ultra Short-Term Bond | — | 16,810 | — | — | — | 3,690 | — | — |
Value | 22,757 | 27,485 | 976 | 994 | 5,287 | 7,973 | 149 | 148 |
PAGE 99
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on OCTOBER 22, 2013.
In accordance with Securities and Exchange Commission (SEC) rules that permit sending this Notice instead of full proxy materials, we are notifying you that the proxy materials for the Annual Meeting of Shareholders and access to a proxy voting website are available to you over the Internet. Please follow the instructions below to view the proxy materials and vote online, or to request copies. Matters to be voted on at the meeting are listed on the reverse side of this notice along with the Board’s recommendations. Your vote is important!
Online Viewing and Voting is Quick, Easy, and Environmentally Friendly!
View proxy materials and vote immediately in 3 simple steps:
Step 1: Go to the electronic voting site at www.eproxyvote.com/trp.
Step 2: Access and view the proxy materials, which consists of our proxy statement and form of proxy card by clicking on the links provided.
Step 3: Follow simple instructions on the screen to log in and vote your eligible positions.Shareholder Meeting.
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet.Internet or by mail and is NOT a form for voting. We encourage you to access and review all of the important information contained in the proxy materials before voting.
The proxy statementJoint Proxy Statement for this Shareholder Meeting and formForm of proxy ballotProxy Card are available at www.eproxyvote.com/trp.at:
To vote your eligible position(s), you must either vote online via the Internet or request a copy of a full set of proxy materials which includes a proxy ballot (see instructions above). If you wish to vote at the meeting, please bring this notice and proper identification with you.
PLEASE NOTE: YOU CANNOT VOTE BY RETURNING THIS NOTICE.
Requesting Copies of the Proxy Materialshttps://www.proxy-direct.com/trp-29734
If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge. Please make your request for a copy as instructed below on or before October 8, 2013, to facilitate timely delivery.
If you want to order a copy of the proxy materials and provideor an email with a current and future delivery preference, please choose one of the following methods:
INTERNET – Golink towww.ematerials.com/trp
Follow the simple instructions to log in and order a paper and/or e-mail copy of the proxy materials, you must request them. There is no charge to you for requesting a copy. Paper materials will be mailed to the current meeting and submit your delivery preference for future meetings.
TELEPHONE – Using a touch-tone phone, call us toll free at 1-866-551-3628 in the U.S. or Canada
Follow the simple instructions to log in to order a paper or e-mail copyaddress on file within three business days of receipt of the proxy materials for the current meeting and submitrequest. Please make your delivery preference for future meetings.
E-MAIL – Send us an e-mail at fundproxy@ematerials.com with “T.request as soon as possible, but no later than July 16, 2018, to facilitate timely delivery. The Joint Special Meeting of Shareholders of T. Rowe Price Funds Material Request” in the subject line.
This e-mail must include in the message 1) Your full name and address, 2) the 13-digit number in the box preceded by an arrowwill be held on the top, right side of the front of this notice and 3) your preference to receive current printed proxy materials via mail. If you choose to receive an e-mail with links to the electronic materials, please include your e-mail address. If you would like this electronic delivery preference to apply to delivery of material for all future meetings, include the word “Permanent” and the last four digits of your Social Security Number in the message.
T. ROWE PRICE FUNDS SHAREHOLDER MEETING INFORMATION
Matter(s) intended to be acted uponJuly 25, 2018, at 8:00 a.m., ET, at the Annual Meetingheadquarters of Shareholders are listed below.
The Board recommends that you vote FOR the following proposal(s):
1. Election of directors/trustees.
2. Approval to change the investment objectives.
3. Approval to eliminate the fundamental policy prohibiting the purchase of equity securities and convertible securities.
4. Approval to revise the fundamental policy regarding commodities.
Applicable Funds:
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC., T. ROWE PRICE EQUITY INCOME PORTFOLIO, T. ROWE PRICE DIVIDEND GROWTH FUND, INC., T. ROWE PRICE GROWTH STOCK FUND, INC.
LOGO
Date
T. Rowe Price, Proxy Statement100 East Pratt Street, Baltimore, MD 21202. To obtain directions to be able to attend the Shareholder Meeting and vote in person, call 1-866-392-1489.
eMaterials SiteONLINE MATERIAL ACCESS AND PAPER COPY REQUESTS CAN BE MADE UTILIZING ONE OF THE THREE METHODS BELOW.
Please choose an option below:YOU ALSO CAN ELECT A PERMANENT DELIVERY PREFERENCE FOR FUTURE SHAREHOLDER MEETINGS USING THE ONLINE ACCESS INSTRUCTIONS BELOW.
1) Request Meeting Materials
In addition to viewing your materials online by clicking the links on the left, you may request to receive your materials through paper or email delivery.
Request Meeting Materials
2) Vote your Proxy now
You may vote your shares online via a secure website. Certain credentials are required before you will be allowed to vote.
These can be found on the notice you received in the mail.
Vote My Proxy
FAQs Terms and Considerations Privacy Statement
©2012 DST Output, LLC
Login Page
LOGO
Date
T. Rowe Price Proxy Statement
Electronic Material Access
Enter the Control Number as it appears on your notice (13 digit number).
Submit
FAQs Terms and Considerations Privacy Statement
©2012 DST Output, LLC
ACCESS MATERIALS AND VOTE OR REQUEST PAPER DELIVERY OF MATERIALS |
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Log on to the Internet and go to: https://www.proxy-direct.com/trp-29734 On this site you can view the Proxy Just follow the steps outlined on this secure website. |
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Obtain paper copies of the Proxy Statement and/or Form of Proxy Card with an option to set future delivery preference by
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- If you want to elect to receive all future proxy materials via U.S. mail or via email, please record your vote electronically and follow the instructions |
PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN JULY 16, 2018, TO FACILITATE TIMELY DELIVERY. |
Your Fund Holdings:
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| Fund 2 | Fund 3 |
Fund 4 | Fund 5 | Fund 6 |
Fund 7 | Fund 8 | Fund 9 |
Fund 10 | Fund 11 | Fund 12 |
Fund 13 | Fund 14 | Fund 15 |
Fund 16 | Fund 17 | Fund 18 |
Fund 19 | Fund 20 | Fund 21 |
Fund 22 | Fund 23 | Fund 24 |
Fund 25 | Fund 26 | Fund 27 |
Fund 28 | Fund 29 | Fund 30 |
The following matters will be considered at the Shareholder Meeting:
1a. Election of four (4) directors.
1b. Election of four (4) directors.
2. Amend the Fund’s investment objective.
3. Amend the Fund’s fundamental policy on commodities.
4. Amend the Fund’s industry concentration policy.
5. Reclassify the Fund’s diversification status from diversified to nondiversified.
6. To transact such other business as may properly come before the Shareholder Meeting and any adjournments or postponements thereof.
If you wish to attend and vote at the Shareholder Meeting, please bring this Notice and proper photo identification with you to the Meeting.
Please refer to the Proxy Materials for further details on the proposals.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN |
PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN JULY 16, 2018, TO FACILITATE TIMELY DELIVERY.
Common Questions about Notice and Access
Why am I receiving a Notice of Internet Availability instead of a Proxy Card and Proxy Statement?
Your Fund(s) has elected to utilize a distribution model authorized by the Securities and Exchange Commission (“SEC”) in 2007. This model, known as Notice and Access, allows mutual funds and public companies to send you a Notice instead of a full set of printed proxy materials. As a shareholder, you can select the means by which you access those proxy materials. You can view the materials online, or request a full set of printed materials for this Shareholder Meeting and all future shareholder meetings, or you can make that choice on a case-by-case basis.
How do I access the materials, set my preference for future shareholder meeting materials, and record my vote?
On the front side of this Notice are easy-to-follow instructions on how to access proxy materials electronically or request a full set of printed materials.
When you are ready to vote, electronic voting is available by Internet or Touch Tone Phone by using the Control Number and Security Code on the front of this Notice. The Touch Tone voting phone number is different from the ordering phone number and is displayed on the website. If you want to vote via U.S. Mail, you will need to request a paper copy of the materials to receive a Proxy Card and Return Envelope.
You can set your delivery preferences for future shareholder meetings by recording your vote electronically and following the instructions on the confirmation screen.
If I request printed proxy materials, how long will it take for me to receive them?
The SEC rule requires that the materials be sent via first class mail within three business days of receipt of your request.
TRP_29734_NA_042418
T. ROWE PRICE FUNDS ANNUAL
JOINT SPECIAL MEETING OF SHAREHOLDERSOCTOBER 22, 2013 TO BE HELD ON JULY 25, 2018
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. The undersigned hereby appointsBOARDS OF DIRECTORS
By my signature below, I appoint Edward C. Bernard and David Oestreicher as proxies (“Proxies”), with full power of substitution in each, and hereby authorizes them to represent and to vote all the shares of the Fund or Funds named below that I am entitled to vote at the Joint Special Meeting of Shareholders to be held on July 25, 2018 at 8:00 a.m., ET at the headquarters of T. Rowe Price, 100 East Pratt Street, Baltimore, MD 21202, and at any adjournments of the meeting. Messrs. Bernard and Oestreicher may vote my shares, and they may appoint substitutes to vote my shares on their behalf. I instruct Messrs. Bernard and Oestreicher to vote this proxy as designatedspecified on the reverse side, all shares of the referenced fund (the “Fund”) held of record by the undersigned on July 24, 2013and I revoke any previous proxies that I have executed. The proxies will vote any other matters that arise at the Annual Meeting (the “Meeting”) of Shareholders of the Funds to be held on October 22, 2013, at 8:00 a.m., Eastern time, at The New York Palace Hotel, 455 Madison Avenue, New York, New York 10022 and at any and all adjournments thereof,meeting in accordance with all the powers the undersigned would possess if personally present at the Meeting, and hereby revokes any proxies that may previously have been given by the undersigned with respect to the interests in the Funds covered hereby.their best judgment. I acknowledge receipt of the Fund’s or Funds’ Notice of AnnualJoint Special Meeting of Shareholders and the Proxy Statement.proxy statement.
Important Notice Regarding the Availability of Proxy Materials IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSALS.
IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS
for the AnnualJoint Special Meeting of Shareholders of the Funds to be held on October 22, 2013. July 25, 2018.
The Proxy Statement for this meeting is available at www.eproxyvote.com/trp.at:
https://www.proxy-direct.com/trp-29734
VOTE ON THE INTERNET
Log on to:
https://www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE VIA THE TELEPHONE: 1-800-337-3503
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Proposal(s) listed on reverse side.
800 999 999 999 9
The Board recommends a vote FOR ALL the nominees named in Proposal 1 and FOR Proposals 2, 3 and 4. If no direction is given, this ballot will be voted “FOR” the proposals and at the discretion of the Proxies on other matters that may properly come before the Meeting.
Please fill in the box(es) as shown using black or blue ink or a No. 2 pencil. Please do not use a fine point pen. /X/TRP_29734_042418
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Fund 4 | Fund 5 | Fund 6 |
Fund 7 | Fund 8 | Fund 9 |
Fund 10 | Fund 11 | Fund 12 |
Fund 13 | Fund 14 | Fund 15 |
Fund 16 | Fund 17 | Fund 18 |
Fund 19 | Fund 20 | Fund 21 |
Fund 22 | Fund 23 | Fund 24 |
Fund 25 | Fund 26 | Fund 27 |
Fund 28 | Fund 29 | Fund 30 |
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
A
A. Proposals
1a. Election of four (4) Directors:
To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided.
01. Teresa Bryce Bazemore 02. Ronald J. Daniels 03. David Oestreicher 04. Robert W. Sharps
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23 Fund 23 | 24 Fund 24 | ||||||
25 Fund 25 | 26 Fund 26 | ||||||
27 Fund 27 | 28 Fund 28 | ||||||
29 Fund 29 | 30 Fund 30 | ||||||
1b. Election of (4) Directors:
To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided.
01. Teresa Bryce Bazemore 02. Ronald J. Daniels 03. David Oestreicher 04. Edward A. Wiese
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21 Fund 21 | 22 Fund 22 | ||||||
23 Fund 23 | 24 Fund 24 | ||||||
25 Fund 25 | 26 Fund 26 | ||||||
27 Fund 27 | 28 Fund 28 | ||||||
29 Fund 29 | 30 Fund 30 | ||||||
2.Amend the Fund’s investment objective.
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3.Amend the Fund’s fundamental policy on commodities.
FOR ALL |
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03 Fund 3 | 04 Fund 4 | ||||||
05 Fund 5 | 06 Fund 6 | ||||||
07 Fund 7 | 08 Fund 8 |
4. Amend the Fund’s industry concentration policy.
FOR ALL | AGAINST ALL | FOR ALL EXCEPT | |||||
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5. Reclassify the Fund’s diversification status from diversified to nondiversified.
FOR ALL |
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6. To transact such other business as may properly come before the Shareholder Meeting and any adjournments or postponements thereof.
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD
B. Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within thebox
608999900109999999999
T. ROWE PRICE FUNDS
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 25, 2018
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF DIRECTORS
INSURANCE COMPANY DROP-IN
The above-referenced insurance company (the “Company”) is using this Voting Instruction Card to solicit voting instructions from its contract owners who hold unit values in a separate account of the Company that invests in the below-named fund(s) (the “Fund”).
The undersigned contract owner instructs the Company to vote, at the Joint Special Meeting of Shareholders and at any adjournments or postponements thereof (the “Meeting”), all shares of the Fund(s) attributable to his or her contract or interest in the relevant separate account as directed below. The undersigned acknowledges receipt of the Fund’s Notice of Joint Special Meeting of Shareholders and Proxy Statement.
If you sign on the reverse side but do not mark instructions, the Company will vote all shares of the Fund(s) attributable to your account value FOR the proposals. If you fail to return this Voting Instruction Card, the Company will vote all shares attributable to your account value in proportion to the timely voting instructions actually received from contract owners in the separate account.
IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS
for the Joint Special Meeting of Shareholders on July 25, 2018.
The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/trp-29734
VOTE ON THE INTERNET
Log on to:
https://www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE VIA THE TELEPHONE: 1-866-298-8476
TRP_29734_042418_VI
| FUNDS | FUNDS |
Fund 1 | Fund 2 | Fund 3 |
Fund 4 | Fund 5 | Fund 6 |
Fund 7 | Fund 8 | Fund 9 |
Fund 10 | Fund 11 | Fund 12 |
Fund 13 | Fund 14 | Fund 15 |
Fund 16 | Fund 17 | Fund 18 |
Fund 19 | Fund 20 | Fund 21 |
Fund 22 | Fund 23 | Fund 24 |
Fund 25 | Fund 26 | Fund 27 |
Fund 28 | Fund 29 | Fund 30 |
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
A
A. Proposals
1a. Election of four (4) Directors:
To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided.
01. Teresa Bryce Bazemore 02. Ronald J. Daniels 03. David Oestreicher 04. Robert W. Sharps
FOR ALL | AGAINST ALL |
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03 Fund 03 | 04 Fund 04 | ||||||
05 Fund 05 | 06 Fund 06 | ||||||
07 Fund 07 | 08 Fund 08 | ||||||
09 Fund 09 | 10 Fund 10 | ||||||
11 Fund 11 | 12 Fund 12 | ||||||
13 Fund 13 | 14 Fund 14 | ||||||
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19 Fund 19 | 20 Fund 20 | ||||||
21 Fund 21 | 22 Fund 22 | ||||||
23 Fund 23 | 24 Fund 24 | ||||||
25 Fund 25 | 26 Fund 26 | ||||||
27 Fund 27 | 28 Fund 28 | ||||||
29 Fund 29 | 30 Fund 30 |
1b. Election of (4) Directors:
To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided.
01. Teresa Bryce Bazemore 02. Ronald J. Daniels 03. David Oestreicher 04. Edward A. Wiese
FOR ALL |
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05 Fund 05 | 06 Fund 06 | ||||||
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21 Fund 21 | 22 Fund 22 | ||||||
23 Fund 23 | 24 Fund 24 | ||||||
25 Fund 25 | 26 Fund 26 | ||||||
27 Fund 27 | 28 Fund 28 | ||||||
29 Fund 29 | 30 Fund 30 |
2.Amend the Fund’s investment objective.
FOR ALL |
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03 Fund 3 |
3.Amend the Fund’s fundamental policy on commodities.
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T. ROWE PRICE FUNDSANNUAL MEETING OF SHAREHOLDERSOCTOBER 22, 2013
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. The undersigned hereby appoints Edward C. Bernard and David Oestreicher, as proxies (“Proxies”), with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated on the reverse side, all shares of the referenced fund (the “Fund”) held of record by the undersigned on July 24, 2013 at the Annual Meeting (the “Meeting”) of Shareholders of the Funds to be held on October 22, 2013, at 8:00 a.m., Eastern time, at The New York Palace Hotel, 455 Madison Avenue, New York, New York 10022 and at any and all adjournments thereof, with all the powers the undersigned would possess if personally present at the Meeting, and hereby revokes any proxies that may previously have been given by the undersigned with respect to the interests in the Funds covered hereby. I acknowledge receipt of the Notice of Annual Meeting of Shareholders and the Proxy Statement.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders of the Funds to be held on October 22, 2013. The Proxy Statement for this meeting is available at www.eproxyvote.com/trp.
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Proposal(s) listed on reverse side.4. Amend the Fund’s industry concentration policy.
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5. Reclassify the Fund’s diversification status from diversified to nondiversified.
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6. To transact such other business as may properly come before the Shareholder Meeting and any adjournments or postponements thereof.
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD
B. Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this voting instruction card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within thebox
608999900109999999999
