T. Rowe Price Quantitative Management Funds N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-08203

T. Rowe Price Quantitative Management Funds, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street, Baltimore, MD 21202

(Address of principal executive offices)

David Oestreicher

100 East Pratt Street, Baltimore, MD 21202

(Name and address of agent for service)

Registrant’s telephone number, including area code:  (410) 345-2000

Date of fiscal year end: December 31

Date of reporting period: December 31, 2022

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Highlights

and

Market

Commentary

Management’s

Discussion

of

Fund

Performance

Performance

and

Expenses

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

December

31,

2022

Annual

Report

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

PRDSX

QM

U.S.

Small-Cap

Growth

Equity

Fund

–

.

TQAAX

QM

U.S.

Small-Cap

Growth

Equity

Fund–

.

Advisor  Class

TQAIX

QM

U.S.

Small-Cap

Growth

Equity

Fund–

.

I Class

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

HIGHLIGHTS

Small-cap

growth

stocks

plunged

in

2022,

but

your

fund

strongly

outperformed

its

benchmark,

the

MSCI

US

Small

Cap

Growth

Index,

and

its

Lipper

peer

group

index.

Stock

selection

in

several

sectors,

especially

information

technology,

industrials

and

business

services,

and

health

care,

contributed

substantially

to

the

portfolio’s

outperformance.

On

the

other

hand,

stock

choices

among

energy

and

materials

companies

detracted.

We

prefer

companies

that

are

higher

in

quality

and

have

valuations

that

are

more

reasonable

than

those

in

the

MSCI

benchmark.

Our

intention

is

to

outperform

through

stock

selection

instead

of

sector

bets,

and

we

believe

sector

neutrality

versus

the

benchmark

helps

us

avoid

risks

due

to

large

moves

in

any

individual

sector.

We

expect

low

equity

market

returns

in

the

foreseeable

future.

Stocks

of

lower-

quality

companies

are

likely

to

remain

under

pressure,

but

high-quality

businesses

with

a

solid

financial

profile

should

continue

outperforming,

and

companies

that

are

cheaper

on

cash

flow

metrics

could

have

an

advantage.

Log

in

to

your

account

at

troweprice.com

for

more

information.

*

Certain

mutual

fund

accounts

that

are

assessed

an

annual

account

service

fee

can

also

save

money

by

switching

to

e-delivery.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

Market

Commentary

1

Dear

Shareholder

Nearly

all

major

global

stock

and

bond

indexes

fell

sharply

in

2022,

as

investors

contended

with

persistently

high

inflation,

tightening

financial

conditions,

and

slowing

economic

and

corporate

earnings

growth.

Double-digit

losses

were

common

in

equity

markets

around

the

world,

and

bond

investors

also

faced

a

historically

tough

environment

amid

a

sharp

rise

in

interest

rates.

Value

shares

declined

but

outperformed

growth

stocks

by

a

considerable

margin

as

equity

investors

turned

risk

averse

and

as

rising

rates

put

downward

pressure

on

growth

stock

valuations.

Emerging

markets

stocks

generally

underperformed

shares

in

developed

markets.

Meanwhile,

the

U.S.

dollar

strengthened

versus

most

currencies

during

the

period,

which

weighed

on

returns

for

U.S.

investors

in

international

securities.

Within

the

S&P

500

Index,

energy

was

a

rare

bright

spot,

gaining

more

than

60%

as

oil

prices

jumped

in

response

to

Russia’s

invasion

of

Ukraine

and

concerns

over

commodity

supply

shortages.

Defensive

shares,

such

as

utilities,

consumer

staples,

and

health

care,

held

up

relatively

well

and

finished

the

year

with

roughly

flat

returns.

Conversely,

communication

services,

consumer

discretionary,

and

information

technology

shares

suffered

the

largest

declines.

Elevated

inflation

remained

a

leading

concern

for

investors

throughout

the

period,

although

there

were

signs

that

price

increases

were

moderating

by

year-

end.

November’s

consumer

price

index

data

showed

headline

inflation

rising

7.1%

on

a

12-month

basis,

the

lowest

level

since

December

2021

but

still

well

above

the

Federal

Reserve’s

2%

long-term

target.

In

response

to

the

high

inflation

readings,

global

central

banks

tightened

monetary

policy,

and

investors

focused

on

communications

from

central

bank

officials

on

how

high

rates

would

have

to

go.

The

Fed,

which

at

the

end

of

2021

had

forecast

that

it

would

only

need

to

raise

interest

rates

0.75

percentage

point

in

all

of

2022,

raised

its

short-term

lending

benchmark

from

near

zero

in

March

to

a

target

range

of

4.25%

to

4.50%

by

December

and

indicated

that

additional

hikes

are

likely.

Bond

yields

increased

considerably

across

the

U.S.

Treasury

yield

curve

as

the

Fed

tightened

monetary

policy,

with

the

yield

on

the

benchmark

10-year

U.S.

Treasury

note

climbing

from

1.52%

at

the

start

of

the

period

to

3.88%

at

the

end

of

the

year.

Significant

inversions

in

the

yield

curve,

which

are

often

considered

a

warning

sign

of

a

coming

recession,

occurred

during

the

period

as

shorter-maturity

Treasuries

experienced

the

largest

yield

increases.

The

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

2

sharp

increase

in

yields

led

to

historically

weak

results

across

the

fixed

income

market,

with

the

Bloomberg

U.S.

Aggregate

Bond

Index

delivering

its

worst

year

on

record.

(Bond

prices

and

yields

move

in

opposite

directions.)

As

the

period

came

to

an

end,

the

economic

backdrop

appeared

mixed.

Although

manufacturing

gauges

have

drifted

toward

contraction

levels,

the

U.S.

jobs

market

remained

resilient,

and

corporate

and

household

balance

sheets

appeared

strong.

Meanwhile,

the

housing

market

has

weakened

amid

rising

mortgage

rates.

The

past

year

has

been

a

trying

time

for

investors

as

few

sectors

remained

untouched

by

the

broad

headwinds

that

markets

faced,

and

volatility

may

continue

in

the

near

term

as

central

banks

tighten

policy

amid

slowing

economic

growth.

However,

in

our

view,

there

continue

to

be

opportunities

for

selective

investors

focused

on

fundamentals.

Valuations

in

most

global

equity

markets

have

improved

markedly,

although

U.S.

equities

still

appear

relatively

expensive

by

historical

standards,

while

bond

yields

have

reached

some

of

the

most

attractive

levels

since

the

2008

global

financial

crisis.

We

believe

this

environment

makes

skilled

active

management

a

critical

tool

for

identifying

risks

and

opportunities,

and

our

investment

teams

will

continue

to

use

fundamental

research

to

identify

securities

that

can

add

value

to

your

portfolio

over

the

long

term.

Thank

you

for

your

continued

confidence

in

T.

Rowe

Price.

Sincerely, 

Robert

Sharps

CEO

and

President

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

Management’s

Discussion

of

Fund

Performance

3

INVESTMENT

OBJECTIVE 

The

fund

seeks

long-term

growth

of

capital

by

investing

primarily

in

common

stocks

of

small

growth

companies.

FUND

COMMENTARY

How

did

the

fund

perform

in

the

past 12

months?

Small-cap

growth

stocks

plunged

in

2022

due

to

factors

such

as

aggressive

Federal

Reserve

policy

tightening,

high

inflation,

rising

U.S.

Treasury

yields,

and,

more

recently,

expectations

of

a

slowdown

in

the

economy.

Your

fund

returned

-22.41%

but

strongly

outperformed

its

benchmark,

the

MSCI

US

Small

Cap

Growth

Index,

and

its

Lipper

peer

group

index,

as

shown

in

the

Performance

Comparison

table.

(Performance

for

the

fund’s

Advisor

and

I

Class

shares

will

vary

due

to

their

different

fee

structures.

Past

performance

cannot

guarantee

future

results

.)

What

factors

influenced

the

fund’s

performance?

Our

stock

selection

in

the

information

technology

(IT)

sector—which

was

hit

hard

by

rising

interest

rates

and

expectations

for

slower

economic

and

earnings

growth—contributed

the

most

to

the

portfolio’s

outperformance.

Two

of

our

most

significant

contributors

were

Fair

Isaac

and

ExlService

Holdings.

The

former,

best

known

for

its

FICO

score-related

products,

provides

companies

with

analytic,

software,

and

data

management

products

and

services

that

enable

its

customers

to

make

critical

business

decisions.

The

latter

is

a

data

analytics

and

digital

solutions

provider

serving

various

sectors

and

industries.

(Please

refer

to

the

portfolio

of

investments

for

a

complete

list

of

holdings

and

the

amount

each

represents

in

the

portfolio.)

PERFORMANCE

COMPARISON

Total

Return

Periods

Ended

12/31/22

6

Months

12

Months

QM

U.S.

Small-Cap

Growth

Equity

Fund

–

.

5.70‌%

-22.41‌%

QM

U.S.

Small-Cap

Growth

Equity

Fund–

.

Advisor  Class

5.57‌

-22.63‌

QM

U.S.

Small-Cap

Growth

Equity

Fund–

.

I  Class

5.75‌

-22.31‌

MSCI

US

Small

Cap

Growth

Index

3.47‌

-26.16‌

Lipper

Small-Cap

Growth

Funds

Index

2.63‌

-26.54‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

4

In

the

industrials

and

business

services

sector,

our

stock

choices

also

added

value,

particularly

Booz

Allen

Hamilton

Holding

and

Toro.

Booz

Allen

is

a

highly

regarded

management

consulting,

technology,

and

engineering

services

company

that

works

with

the

U.S.

government

and

its

agencies

on

defense

and

intelligence

matters

and

provides

differentiated

cybersecurity

products

and

services.

Toro

makes

equipment

for

turf

and

landscape

maintenance,

snow

removal,

and

irrigation

systems.

Our

health

care

investments

were

also

solid

relative

performance

contributors,

including

Molina

Healthcare,

a

Medicaid

managed

care

company

that

contracts

with

various

state

governments

to

provide

health

care

coverage

for

lower-

income

individuals,

and

Horizon

Therapeutics,

a

commercial

stage

specialty

pharma

company

developing

medicines

for

rare

and

rheumatic

diseases.

Horizon’s

shares

surged

late

in

the

year

as

the

company

agreed

to

be

acquired

by

Amgen.

The

Ensign

Group,

a

provider

of

skilled

nursing

and

assisted

living

services,

also

did

well,

particularly

in

the

second

half

of

the

year,

as

the

company

raised

its

revenue

and

earnings

estimates

and

expanded

into

various

markets

by

acquiring

a

number

of

skilled

nursing

and

rehabilitation

facilities.

Another

strong

performer

was

Halozyme

Therapeutics,

a

biotechnology

firm

whose

technology

enables

drugs

that

are

usually

given

intravenously

to

be

given

subcutaneously.

On

the

other

hand,

our

stock

selection

in

the

energy

sector—the

top-

performing

sector

in

2022

by

a

wide

margin—detracted

from

our

relative

results.

SM

Energy

is

an

independent

oil

and

natural

gas

company

engaged

in

acquisition,

exploitation,

exploration,

and

production

activities.

Shares

underperformed

as

supply

chain

delays

contributed

to

the

company

missing

production

expectations,

raising

near-term

concern

for

investors,

but

we

expect

the

company

to

improve

its

execution.

TechnipFMC

is

the

market

leader

in

subsea

oil

services,

and

it

is

the

only

company

with

a

fully

integrated

subsea

offering.

We

did

not

establish

a

position

until

the

fourth

quarter,

so

we

did

not

harness

the

stock’s

full-year

appreciation,

but

we

believe

its

business

will

improve

as

spending

on

offshore

exploration

increases.

Our

stock

choices

in

the

materials

sector

also

worked

against

us.

One

of

our

largest

detractors

for

the

year

was

Scotts

Miracle-Gro,

a

producer

and

distributor

of

lawn

and

garden

care

products.

Shares

declined

as

weather,

higher-than-expected

commodity

costs,

and

weakness

in

its

hydroponics

business

were

headwinds,

so

we

eliminated

our

stake.

Royal

Gold

acquires

and

manages

precious

metal

streams—purchase

agreements

that

provide

the

right

to

purchase

metal

produced

from

a

mine—and

royalty

interests.

Because

we

initiated

a

position

during

the

fourth

quarter,

we

did

not

benefit

from

the

stock’s

full-year

appreciation.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

5

How

is

the

fund

positioned?

At

the

end

of

2022,

various

portfolio

characteristics

reflected

our

preference

for

companies

that

are

higher

in

quality

and

have

valuations

that

are

more

reasonable

than

those

in

the

MSCI

benchmark.

For

example,

the

historical

earnings

growth

rate

of

our

holdings

(17.8%)

was

notably

higher

than

those

in

the

benchmark

(12.4%),

though

the

projected

earnings

growth

rate

of

our

holdings

matched

that

of

the

index

(14.2%).

Also,

the

fund’s

12-month

forward

price/earnings

(P/E)

ratio

(21.4)

was

a

little

lower

than

that

of

the

index

(22.3).

While

P/E

ratios

have

fallen

considerably

over

the

last

year,

they

continue

to

reflect

the

relatively

high

earnings

expectations

that

investors

have

for

small-

cap

growth

companies.

In

addition,

the

fund’s

return

on

equity

(ROE)

was

materially

higher

(19.5%)

than

that

of

the

benchmark

(12.7%).

ROE,

which

measures

how

effectively

and

efficiently

a

company

and

its

management

are

using

stockholder

equity,

is

one

of

several

important

metrics

that

we

consider

when

making

investment

decisions.

As

shown

in

the

Sector

Diversification

table

on

page

6,

many

of

the

portfolio’s

sector

allocations

at

the

end

of

December

were

fairly

close

to

those

of

the

MSCI

index.

Our

intention

is

to

outperform

through

stock

selection

instead

of

sector

bets,

and

we

believe

sector

neutrality

versus

the

benchmark

helps

us

avoid

risks

due

to

large

moves

in

any

individual

sector.

However,

we

may

occasionally

have

small

overweights

or

underweights.

Since

the

end

of

June,

we

added

a

number

of

new

holdings

to

the

portfolio

based

on

favorable

rankings

in

our

quantitative

analysis.

These

included:

Option

Care

Health,

a

provider

of

home

infusion

medical

services

that

should

benefit

over

time

from

a

shift

of

medical

care

from

the

hospital

setting

to

the

home;

Aerojet

Rocketdyne

Holdings—a

developer

and

manufacturer

of

propulsion

systems

for

defense

and

space

applications,

armaments

for

tactical

weapons,

and

missile

defense

systems—which

agreed

to

be

acquired

by

L3Harris

Technologies

in

December;

and

Grand

Canyon

Education,

a

for-profit

education

company

with

a

strong

online

presence

combined

with

a

traditional

ground

campus

in

Phoenix,

Arizona.

We

also

added

to

existing

positions

in

Pure

Storage,

an

enterprise

storage

company

that

provides

data

storage

solutions,

and

natural

gas

producer

Range

Resources.

Sales

and

eliminations

are

often

prompted

by

declining

rankings,

elevated

valuations,

or

merger

activity.

In

the

last

six

months,

we

trimmed

positions

in

BJ’s

Wholesale

Club

Holdings;

Life

Storage,

a

self-storage

real

estate

investment

trust

(REIT);

Terreno

Realty,

a

REIT

that

focuses

primarily

on

warehouse

and

flex

space

in

and

near

six

major

U.S.

cities;

and

Littelfuse,

a

supplier

of

circuit

protection,

power

control,

and

sensors

to

automotive,

technology,

and

general

industrial

end

markets.

We

also

reduced

our

stakes

in

several

companies

that

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

6

moved

into

the

mid-cap

universe,

such

as

Texas

Pacific

Land

in

the

energy

sector;

Sarepta

Therapeutics,

a

commercial-stage

biopharmaceutical

company;

and

Shockwave

Medical,

a

rapidly

growing

medical

device

company

with

a

product

that

removes

calcium

from

peripheral

and

coronary

vessels

via

sonic

waves.

We

eliminated

our

stakes

in

several

companies

that

received

takeover

offers,

such

as

software

company

CDK

Global

Holdings

and

health

care

company

Turning

Point

Therapeutics.

Other

portfolio

eliminations

included

J&J

Snack

Foods,

cable

provider

Cable

One,

regional

bank

Signature

Bank,

and

CommVault

Systems,

which

sells

high-quality

data

backup

and

recovery

software

and

has

substantial

business

in

Europe.

What

is

portfolio

management’s

outlook?

The

Federal

Reserve

is

committed

to

stamping

out

inflation

and

has

increased

short-term

interest

rates

steadily

by

425

basis

points

(four

and

one-quarter

percentage

points)

since

mid-March.

Policymakers

have

strongly

reiterated

that

they

intend

to

raise

rates

further

and

keep

them

high

for

some

time.

We

believe

that

the

rapid

rise

in

rates

and

the

reduction

in

the

size

of

the

Federal

Reserve’s

balance

sheet

could

maintain

downward

pressure

on

the

economy’s

growth

rate.

The

economy’s

gross

domestic

product

growth

rate

was

below

0%

in

the

first

half

of

the

year,

but

third-quarter

growth

was

a

strong

3.2%,

according

to

the

most

recent

estimate,

and

fourth-quarter

growth,

as

measured

by

the

Atlanta

Federal

Reserve’s

nowcasting

model,

is

currently

estimated

to

be

over

3%.

While

layoffs

have

primarily

picked

up

in

IT

companies,

which

had

strong

hiring

in

the

past

few

years,

the

broad

labor

market

has

been

strong

and

steady.

Inflation

has

been

declining

but

is

still

well

above

the

Fed’s

2%

long-term

target,

wage

growth

is

strong,

and

consumer

and

corporate

balance

sheets

remain

healthy

with

ample

cash

balances.

There

is

a

SECTOR

DIVERSIFICATION

As

of

12/31/22

QM

U.S.

Small-Cap

Growth

Equity

Fund

MSCI

US

Small

Cap

Growth

Index

Health

Care

24.1‌%

23.3‌%

Industrials

and

Business

Services

20.0‌

20.4‌

Information

Technology

19.4‌

18.9‌

Consumer

Discretionary

12.9‌

12.9‌

Materials

4.8‌

5.5‌

Consumer

Staples

4.7‌

4.4‌

Energy

4.5‌

4.5‌

Financials

4.1‌

5.3‌

Communication

Services

2.7‌

3.0‌

Real

Estate

1.4‌

1.3‌

Utilities

0.6‌

0.5‌

Other

and

Reserves

0.8‌

0.0‌

Total

100.0‌%

100.0‌%

Based

on

net

assets

as

of

12/31/22.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

7

discernible

slowdown

in

interest

rate-sensitive

cyclical

sectors,

such

as

housing.

Interest

rate

increases

act

with

a

lag,

and

the

Fed’s

current

rate-tightening

cycle

was

preceded

by

the

strongest

economic

and

fiscal

stimulus

in

decades.

We

do

expect

to

observe

a

slowdown

in

the

economy

in

2023.

While

the

S&P

500

Index’s

forward

P/E

multiple

declined

to

a

more

normal

level

of

about

16

at

year-end

2022,

consensus

earnings

estimates

have

started

declining

more

recently.

These

conditions

suggest

that

we

should

expect

low

equity

market

returns

in

the

foreseeable

future.

Many

stocks

of

good

companies

remain

well

below

their

2021

highs,

and

we

look

forward

to

taking

advantage

of

attractive

investment

opportunities

during

the

new

year.

We

expect

stocks

of

lower-quality

companies

to

remain

under

pressure.

In

contrast,

we

believe

that

high-quality

companies

with

a

solid

financial

profile

should

continue

outperforming.

While

valuation

spreads

between

growth

and

value

stocks

have

declined

considerably

in

2022,

we

still

believe

companies

that

are

cheaper

on

cash

flow

metrics

will

have

an

advantage.

We

would

not

be

surprised

to

see

more

pain

for

cyclical

stocks,

especially

those

that

benefited

from

the

stimulus

in

2020–2021.

While

the

investment

landscape

has

dramatically

changed

due

to

elevated

inflation

and

aggressive

Fed

tightening,

and

volatility

since

the

beginning

of

the

pandemic

has

been

extraordinary

at

times,

we

can

assure

you

that

our

long-standing

investment

strategy

and

stock

selection

process

remain

the

same.

We

take

macroeconomic

events

into

account

in

the

course

of

monitoring

portfolio

risks,

and

we

believe

that

having

a

bottom-up

stock

selection

process,

and

not

relying

on

sector

bets

versus

our

benchmark,

helps

us

avoid

risks

due

to

large

moves

in

any

one

sector.

We

continue

to

look

for

high-quality

stocks

of

companies

that

generate

good

cash

flows

and

are

judicious

in

deploying

capital.

We

believe

that

such

companies

will

persevere

through

challenging

economic

and

financial

conditions

and

distinguish

themselves

over

time

with

strong

operating

and

share-price

performance

relative

to

lower-quality

businesses.

We

are

grateful

for

your

continued

confidence

in

our

investment

management

abilities.

The

views

expressed

reflect

the

opinions

of

T.

Rowe

Price

as

of

the

date

of

this

report

and

are

subject

to

change

based

on

changes

in

market,

economic,

or

other

conditions.

These

views

are

not

intended

to

be

a

forecast

of

future

events

and

are

no

guarantee

of

future

results.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

8

RISKS

OF

INVESTING

IN

THE

FUND

Stocks

generally

fluctuate

in

value

more

than

bonds

and

may

decline

significantly

over

short

time

periods.

There

is

a

chance

that

stock

prices

overall

will

decline

because

stock

markets

tend

to

move

in

cycles,

with

periods

of

rising

and

falling

prices.

The

value

of

a

stock

in

which

the

fund

invests

may

decline

due

to

general

weakness

in

the

U.S.

stock

market,

such

as

when

the

U.S.

financial

markets

decline,

or

because

of

factors

that

affect

a

particular

company

or

industry.

Because

the

fund

invests

primarily

in

securities

issued

by

small-cap

companies,

it

is

likely

to

be

more

volatile

than

a

fund

that

focuses

on

securities

issued

by

larger

companies.

Small-sized

companies

often

have

less

experienced

management,

narrower

product

lines,

more

limited

financial

resources,

and

less

publicly

available

information

than

larger

companies.

In

addition,

smaller

companies

are

typically

more

sensitive

to

changes

in

overall

economic

conditions,

and

their

securities

may

be

difficult

to

trade.

Different

investment

styles

tend

to

shift

in

and

out

of

favor

depending

on

market

conditions

and

investor

sentiment.

The

fund’s

growth

approach

to

investing

could

cause

it

to

underperform

other

stock

funds

that

employ

a

different

investment

style.

Growth

stocks

tend

to

be

more

volatile

than

certain

other

types

of

stocks,

and

their

prices

may

fluctuate

more

dramatically

than

the

overall

stock

market.

A

stock

with

growth

characteristics

can

have

sharp

price

declines

due

to

decreases

in

current

or

expected

earnings

and

may

lack

dividends

that

can

help

cushion

its

share

price

in

a

declining

market.

The

fund’s

strategy

relies

heavily

on

quantitative

models

and

the

analysis

of

specific

metrics

to

construct

the

portfolio.

The

impact

of

these

metrics

on

a

stock’s

performance

can

be

difficult

to

predict,

and

stocks

that

previously

possessed

certain

desirable

quantitative

characteristics

may

not

continue

to

demonstrate

those

same

characteristics

in

the

future.

In

addition,

relying

on

quantitative

models

entails

the

risk

that

the

models

themselves

may

be

limited

or

incorrect,

that

the

data

on

which

the

models

rely

may

be

incorrect

or

incomplete,

and

that

the

adviser

may

not

be

successful

in

selecting

companies

for

investment

or

determining

the

weighting

of

particular

stocks

in

the

fund’s

portfolio.

Any

of

these

factors

could

cause

the

fund

to

underperform

funds

with

similar

strategies

that

do

not

select

stocks

based

on

quantitative

analysis.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

9

BENCHMARK

INFORMATION

Note:

MSCI

and

its

affiliates

and

third-party

sources

and

providers

(collectively,

“MSCI”)

makes

no

express

or

implied

warranties

or

representations

and

shall

have

no

liability

whatsoever

with

respect

to

any

MSCI

data

contained

herein.

The

MSCI

data

may

not

be

further

redistributed

or

used

as

a

basis

for

other

indices

or

any

securities

or

financial

products.

This

report

is

not

approved,

reviewed,

or

produced

by

MSCI.

Historical

MSCI

data

and

analysis

should

not

be

taken

as

an

indication

or

guarantee

of

any

future

performance

analysis,

forecast

or

prediction.

None

of

the

MSCI

data

is

intended

to

constitute

investment

advice

or

a

recommendation

to

make

(or

refrain

from

making)

any

kind

of

investment

decision

and

may

not

be

relied

on

as

such.

Note:

Portions

of

the

mutual

fund

information

contained

in

this

report

was

supplied

by

Lipper,

a

Refinitiv

Company,

subject

to

the

following:

Copyright

2023

©

Refinitiv.

All

rights

reserved.

Any

copying,

republication

or

redistribution

of

Lipper

content

is

expressly

prohibited

without

the

prior

written

consent

of

Lipper.

Lipper

shall

not

be

liable

for

any

errors

or

delays

in

the

content,

or

for

any

actions

taken

in

reliance

thereon.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

10

PORTFOLIO

HIGHLIGHTS

TWENTY-FIVE

LARGEST

HOLDINGS

Percent

of

Net

Assets

12/31/22

Halozyme

Therapeutics

1.0‌%

Casella

Waste

Systems

1.0‌ 

Lattice

Semiconductor

0.9‌ 

Ensign

Group

0.9‌ 

Manhattan

Associates

0.9‌ 

ExlService

Holdings

0.8‌

Saia

0.8‌

CACI

International

0.8‌

Graphic

Packaging

Holding

0.8‌

Molina

Healthcare

0.8‌

Medpace

Holdings

0.8‌

Performance

Food

Group

0.8‌

EMCOR

Group

0.8‌

Atkore

0.7‌

Curtiss-Wright

0.7‌

Churchill

Downs

0.7‌

AMN

Healthcare

Services

0.7‌

Inspire

Medical

Systems

0.7‌

Nexstar

Media

Group

0.7‌

Globus

Medical

0.7‌

Murphy

USA

0.7‌

Crocs

0.7‌

Post

Holdings

0.7‌

Fabrinet

0.7‌

Fair

Isaac

0.7‌

Total

19.5‌%

Note:

The

information

shown

does

not

reflect

any

exchange-traded

funds

(ETFs),

cash

reserves,

or

collateral

for

securities

lending

that

may

be

held

in

the

portfolio.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

11

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund returns

as

well

as

mutual fund

averages

and

indexes.

QM

U.S.

SMALL-CAP

GROWTH

EQUITY

FUND 

Note:

Performance

for

the Advisor

and

I Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

12

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

12/31/22

1

Year

5

Years

10

Years

Since

Inception

Inception

Date

QM

U.S.

Small-Cap

Growth

Equity

Fund

–

.

-22.41‌%

5.75‌%

10.93‌%

–‌

–

QM

U.S.

Small-Cap

Growth

Equity

Fund–

.

Advisor  Class

-22.63‌

5.43‌

–‌

9.01‌%

7/5/16

QM

U.S.

Small-Cap

Growth

Equity

Fund–

.

I  Class

-22.31‌

5.89‌

–‌

10.07‌

3/23/16

The

fund’s

performance

information

represents

only

past

performance

and

is

not

necessarily

an

indication

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

cited.

Share

price,

principal

value,

and

return

will

vary,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

For

the

most

recent

month-end

performance,

please

visit

our

website

(troweprice.com)

or

contact

a

T.

Rowe

Price

representative

at

1

-

800

-

225

-

5132

or,

for

0.02

Advisor

and

0.03

I

Class

shares,

1-800-638-8790.

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

had

been

earned

at

a

constant

rate.

Average

annual

total

return

figures

include

changes

in

principal

value,

reinvested

dividends,

and

capital

gain

distributions.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

When

assessing

performance,

investors

should

consider

both

short-

and

long-term

returns.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

13

EXPENSE

RATIO

FUND

EXPENSE

EXAMPLE

As

a

mutual

fund

shareholder,

you

may

incur

two

types

of

costs:

(1)

transaction

costs,

such

as

redemption

fees

or

sales

loads,

and

(2)

ongoing

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

fund

expenses.

The

following

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

most

recent

six-month

period

and

held

for

the

entire

period.

Please

note

that

the

fund

has

three

share

classes:

The

original

share

class

(Investor

Class)

charges

no

distribution

and

service

(12b-1)

fee,

the

Advisor

Class

shares

are

offered

only

through

unaffiliated

brokers

and

other

financial

intermediaries

and

charge

a

0.25%

12b-1

fee,

and

I

Class

shares

are

available

to

institutionally

oriented

clients

and

impose

no

12b-1

or

administrative

fee

payment.

Each

share

class

is

presented

separately

in

the

table.

Actual

Expenses

The

first

line

of

the

following

table

(Actual)

provides

information

about

actual

account

values

and

expenses

based

on

the

fund’s

actual

returns.

You

may

use

the

information

on

this

line,

together

with

your

account

balance,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

on

the

first

line

under

the

heading

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

this

period.

Hypothetical

Example

for

Comparison

Purposes

The

information

on

the

second

line

of

the

table

(Hypothetical)

is

based

on

hypothetical

account

values

and

expenses

derived

from

the

fund’s

actual

expense

ratio

and

an

assumed

5%

per

year

rate

of

return

before

expenses

(not

the

fund’s

actual

return).

You

may

compare

the

ongoing

costs

of

investing

in

the

fund

with

other

funds

by

contrasting

this

5%

hypothetical

example

and

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

QM

U.S.

Small-Cap

Growth

Equity

Fund

0.78‌%

QM

U.S.

Small-Cap

Growth

Equity

Fund–Advisor

Class

1.09‌ 

QM

U.S.

Small-Cap

Growth

Equity

Fund–I

Class

0.64‌ 

The

expense

ratio

shown

is

as

of

the

fund’s

most

recent

prospectus.

This

number

may

vary

from

the

expense

ratio

shown

elsewhere

in

this

report

because

it

is

based

on

a

different

time

period

and,

if

applicable,

includes

acquired

fund

fees

and

expenses

but

does

not

include

fee

or

expense

waivers.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

14

Note:

T.

Rowe

Price

charges

an

annual

account

service

fee

of

$20,

generally

for

accounts

with

less

than

$10,000.

The

fee

is

waived

for

any

investor

whose

T.

Rowe

Price

mutual

fund

accounts

total

$50,000

or

more;

accounts

electing

to

receive

electronic

delivery

of

account

statements,

transaction

confirmations,

prospectuses,

and

shareholder

reports;

or

accounts

of

an

investor

who

is

a

T.

Rowe

Price

Personal

Services

or

Enhanced

Personal

Services

client

(enrollment

in

these

programs

generally

requires

T.

Rowe

Price

assets

of

at

least

$250,000).

This

fee

is

not

included

in

the

accompanying

table.

If

you

are

subject

to

the

fee,

keep

it

in

mind

when

you

are

estimating

the

ongoing

expenses

of

investing

in

the

fund

and

when

comparing

the

expenses

of

this

fund

with

other

funds.

You

should

also

be

aware

that

the

expenses

shown

in

the

table

highlight

only

your

ongoing

costs

and

do

not

reflect

any

transaction

costs,

such

as

redemption

fees

or

sales

loads.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

To

the

extent

a

fund

charges

transaction

costs,

however,

the

total

cost

of

owning

that

fund

is

higher.

QM

U.S.

SMALL-CAP

GROWTH

EQUITY

FUND

Beginning

Account

Value

7/1/22

Ending

Account

Value

12/31/22

Expenses

Paid

During

Period*

7/1/22

to

12/31/22

Investor

Class

Actual

$1,000.00

$1,057.00

$4.15

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.17

  4.08

Advisor

Class

Actual

  1,000.00

  1,055.70

  5.49

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.86

  5.40

I

Class

Actual

  1,000.00

  1,057.50

  3.42

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.88

  3.36

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(184),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.80%,

the

2

Advisor Class

was

1.06%,

and

the

3

I Class

was

0.66%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

Financial

Highlights

15

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

46.35‌

$

47.73‌

$

39.70‌

$

31.16‌

$

34.89‌

Investment

activities

Net

investment

loss

(1)(2)

(0.09‌)

(0.20‌)

(0.09‌)

(0.06‌)

(0.08‌)

Net

realized

and

unrealized

gain/

loss

(10.29‌)

5.30‌

9.51‌

10.24‌

(2.24‌)

Total

from

investment

activities

(10.38‌)

5.10‌

9.42‌

10.18‌

(2.32‌)

Distributions

Net

realized

gain

(1.29‌)

(6.48‌)

(1.39‌)

(1.64‌)

(1.41‌)

NET

ASSET

VALUE

End

of

period

$

34.68‌

$

46.35‌

$

47.73‌

$

39.70‌

$

31.16‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(22.41‌)%

11.30‌%

23.84‌%

32.76‌%

(6.86‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.80‌%

0.78‌%

0.78‌%

0.79‌%

0.80‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.80‌%

0.78‌%

0.78‌%

0.79‌%

0.80‌%

Net

investment

loss

(0.25‌)%

(0.40‌)%

(0.23‌)%

(0.16‌)%

(0.22‌)%

Portfolio

turnover

rate

30.3‌%

28.3‌%

34.5‌%

21.6‌%

17.9‌%

Net

assets,

end

of

period

(in

millions)

$3,354

$5,524

$5,747

$5,254

$4,039

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

Financial

Highlights

16

For

a

share

outstanding

throughout

each

period

Advisor

Class

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

45.86‌

$

47.43‌

$

39.48‌

$

31.10‌

$

34.79‌

Investment

activities

Net

investment

loss

(1)(2)

(0.19‌)

(0.36‌)

(0.21‌)

(0.18‌)

(0.18‌)

Net

realized

and

unrealized

gain/

loss

(10.18‌)

5.27‌

9.42‌

10.20‌

(2.23‌)

Total

from

investment

activities

(10.37‌)

4.91‌

9.21‌

10.02‌

(2.41‌)

Distributions

Net

realized

gain

(1.29‌)

(6.48‌)

(1.26‌)

(1.64‌)

(1.29‌)

...

....

....

....

....

....

Redemption

fees

added

to

paid-in

capital

(1)(3)

—‌

—‌

—‌

—‌

(4)

0.01‌

NET

ASSET

VALUE

End

of

period

$

34.20‌

$

45.86‌

$

47.43‌

$

39.48‌

$

31.10‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

Financial

Highlights

17

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Advisor

Class

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

Ratios/Supplemental

Data

Total

return

(2)(5)

(22.63‌)%

10.97‌%

23.43‌%

32.30‌%

(7.09‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.08‌%

1.09‌%

1.10‌%

1.11‌%

1.07‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

1.08‌%

1.09‌%

1.10‌%

1.11‌%

1.07‌%

Net

investment

loss

(0.52‌)%

(0.71‌)%

(0.55‌)%

(0.49‌)%

(0.49‌)%

Portfolio

turnover

rate

30.3‌%

28.3‌%

34.5‌%

21.6‌%

17.9‌%

Net

assets,

end

of

period

(in

thousands)

$17,483

$28,195

$32,629

$24,781

$24,430

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

The

fund

charged

redemption

fees

through

March

31,

2019.

(4)

Amounts

round

to

less

than

$0.01

per

share.

(5)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

Financial

Highlights

18

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

46.61‌

$

47.89‌

$

39.82‌

$

31.21‌

$

34.94‌

Investment

activities

Net

investment

loss

(1)(2)

(0.03‌)

(0.13‌)

(0.04‌)

(0.01‌)

(0.02‌)

Net

realized

and

unrealized

gain/

loss

(10.36‌)

5.33‌

9.55‌

10.26‌

(2.25‌)

Total

from

investment

activities

(10.39‌)

5.20‌

9.51‌

10.25‌

(2.27‌)

Distributions

Net

realized

gain

(1.29‌)

(6.48‌)

(1.44‌)

(1.64‌)

(1.46‌)

NET

ASSET

VALUE

End

of

period

$

34.93‌

$

46.61‌

$

47.89‌

$

39.82‌

$

31.21‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(22.31‌)%

11.47‌%

24.00‌%

32.93‌%

(6.72‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.66‌%

0.64‌%

0.65‌%

0.65‌%

0.66‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.66‌%

0.64‌%

0.65‌%

0.65‌%

0.66‌%

Net

investment

loss

(0.09‌)%

(0.26‌)%

(0.10‌)%

(0.02‌)%

(0.06‌)%

Portfolio

turnover

rate

30.3‌%

28.3‌%

34.5‌%

21.6‌%

17.9‌%

Net

assets,

end

of

period

(in

millions)

$3,259

$4,246

$4,317

$3,303

$2,380

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

December

31,

2022

19

Portfolio

of

Investments

‡

Shares

$

Value

(Cost

and

value

in

$000s)

‡

COMMON

STOCKS

99.2%

COMMUNICATION

SERVICES

2.7%

Diversified

Telecommunication

Services

0.7%

Cogent

Communications

Holdings 

89,200‌

5,092‌

Iridium

Communications  (1)

819,400‌

42,117‌

47,209‌

Entertainment

0.9%

Endeavor

Group

Holdings,

Class

A  (1)

1,248,400‌

28,139‌

World

Wrestling

Entertainment,

Class

A 

434,700‌

29,786‌

57,925‌

Interactive

Media

&

Services

0.2%

Ziff

Davis  (1)

170,840‌

13,513‌

13,513‌

Media

0.9%

Nexstar

Media

Group,

Class

A 

267,700‌

46,855‌

TechTarget  (1)

97,800‌

4,309‌

Thryv

Holdings  (1)

371,100‌

7,051‌

58,215‌

Total

Communication

Services

176,862‌

CONSUMER

DISCRETIONARY

12.8%

Auto

Components

0.3%

Dorman

Products  (1)

190,500‌

15,406‌

LCI

Industries 

41,200‌

3,809‌

Patrick

Industries 

65,450‌

3,966‌

23,181‌

Distributors

0.4%

Pool 

92,500‌

27,966‌

27,966‌

Diversified

Consumer

Services

0.5%

Bright

Horizons

Family

Solutions  (1)

80,954‌

5,108‌

Carriage

Services 

183,100‌

5,043‌

Grand

Canyon

Education  (1)

194,800‌

20,582‌

30,733‌

Hotels,

Restaurants

&

Leisure

6.1%

Bloomin'

Brands 

570,200‌

11,472‌

Boyd

Gaming 

705,400‌

38,466‌

Choice

Hotels

International 

380,700‌

42,882‌

Churchill

Downs 

224,740‌

47,517‌

Domino's

Pizza 

47,787‌

16,553‌

Everi

Holdings  (1)

906,900‌

13,014‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

20

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Hilton

Grand

Vacations  (1)

524,800‌

20,226‌

Papa

John's

International 

280,500‌

23,088‌

Planet

Fitness,

Class

A  (1)

375,500‌

29,589‌

Red

Rock

Resorts,

Class

A 

553,700‌

22,154‌

SeaWorld

Entertainment  (1)

283,600‌

15,175‌

Texas

Roadhouse 

500,800‌

45,548‌

Travel

+

Leisure 

329,600‌

11,997‌

Vail

Resorts 

91,130‌

21,721‌

Wendy's 

1,888,200‌

42,730‌

402,132‌

Household

Durables

1.3%

Cavco

Industries  (1)

81,214‌

18,375‌

Helen

of

Troy  (1)

21,300‌

2,362‌

Skyline

Champion  (1)

343,000‌

17,668‌

Tempur

Sealy

International 

817,200‌

28,054‌

TopBuild  (1)

136,900‌

21,424‌

87,883‌

Leisure

Products

0.6%

Brunswick 

74,940‌

5,402‌

Mattel  (1)

2,074,300‌

37,005‌

42,407‌

Specialty

Retail

2.0%

Academy

Sports

&

Outdoors 

399,400‌

20,984‌

Asbury

Automotive

Group  (1)

38,200‌

6,847‌

Burlington

Stores  (1)

58,000‌

11,760‌

Dick's

Sporting

Goods 

206,000‌

24,780‌

Floor

&

Decor

Holdings,

Class

A  (1)

38,400‌

2,674‌

Murphy

USA 

165,700‌

46,320‌

National

Vision

Holdings  (1)

247,700‌

9,601‌

Penske

Automotive

Group 

76,600‌

8,804‌

131,770‌

Textiles,

Apparel

&

Luxury

Goods

1.6%

Capri

Holdings  (1)

568,100‌

32,564‌

Crocs  (1)

424,800‌

46,061‌

Deckers

Outdoor  (1)

77,300‌

30,855‌

109,480‌

Total

Consumer

Discretionary

855,552‌

CONSUMER

STAPLES

4.8%

Beverages

0.7%

Boston

Beer,

Class

A  (1)

28,200‌

9,292‌

Coca-Cola

Consolidated 

69,700‌

35,712‌

45,004‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

21

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Food

&

Staples

Retailing

1.4%

BJ's

Wholesale

Club

Holdings  (1)

345,000‌

22,825‌

Casey's

General

Stores 

76,900‌

17,253‌

Performance

Food

Group  (1)

858,900‌

50,151‌

90,229‌

Food

Products

1.7%

Darling

Ingredients  (1)

234,300‌

14,665‌

Hostess

Brands  (1)

666,500‌

14,956‌

Post

Holdings  (1)

508,800‌

45,925‌

Simply

Good

Foods  (1)

957,800‌

36,425‌

111,971‌

Personal

Products

1.0%

BellRing

Brands  (1)

632,600‌

16,220‌

Coty,

Class

A  (1)

2,196,800‌

18,805‌

Inter

Parfums 

301,900‌

29,139‌

64,164‌

Total

Consumer

Staples

311,368‌

ENERGY

4.5%

Energy

Equipment

&

Services

1.5%

Cactus,

Class

A 

300,567‌

15,107‌

ChampionX 

483,200‌

14,008‌

Nabors

Industries  (1)

75,700‌

11,724‌

TechnipFMC  (1)

2,898,200‌

35,329‌

Weatherford

International  (1)

453,800‌

23,107‌

99,275‌

Oil,

Gas

&

Consumable

Fuels

3.0%

APA 

232,900‌

10,872‌

Arch

Resources 

64,500‌

9,210‌

Centrus

Energy,

Class

A  (1)

128,300‌

4,167‌

Enviva  (2)

133,200‌

7,056‌

Magnolia

Oil

&

Gas,

Class

A 

1,502,100‌

35,224‌

Matador

Resources 

640,200‌

36,645‌

PBF

Energy,

Class

A 

73,300‌

2,989‌

PDC

Energy 

172,400‌

10,944‌

Range

Resources 

1,089,200‌

27,252‌

SM

Energy 

882,900‌

30,751‌

Targa

Resources 

166,400‌

12,230‌

Texas

Pacific

Land 

5,400‌

12,659‌

199,999‌

Total

Energy

299,274‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

22

Shares

$

Value

(Cost

and

value

in

$000s)

‡

FINANCIALS

4.1%

Banks

0.6%

Bancorp (1)

481,200‌

13,656‌

First

Bancorp 

221,700‌

9,498‌

ServisFirst

Bancshares 

77,500‌

5,340‌

Western

Alliance

Bancorp 

189,700‌

11,299‌

39,793‌

Capital

Markets

1.6%

Blue

Owl

Capital  (2)

1,654,100‌

17,533‌

FactSet

Research

Systems 

67,800‌

27,202‌

LPL

Financial

Holdings 

178,100‌

38,500‌

MarketAxess

Holdings 

91,900‌

25,630‌

108,865‌

Consumer

Finance

0.2%

SLM 

663,500‌

11,014‌

11,014‌

Insurance

1.7%

BRP

Group,

Class

A  (1)

336,500‌

8,460‌

Palomar

Holdings  (1)

356,280‌

16,090‌

Primerica 

203,000‌

28,789‌

Ryan

Specialty

Holdings,

Class

A  (1)

771,700‌

32,033‌

Selective

Insurance

Group 

334,900‌

29,675‌

115,047‌

Total

Financials

274,719‌

HEALTH

CARE

24.2%

Biotechnology

9.6%

ACADIA

Pharmaceuticals  (1)

715,612‌

11,392‌

Agios

Pharmaceuticals  (1)

290,281‌

8,151‌

Akero

Therapeutics  (1)

173,400‌

9,502‌

Alector  (1)

294,326‌

2,717‌

Alkermes  (1)

1,027,900‌

26,859‌

Allogene

Therapeutics  (1)(2)

365,301‌

2,298‌

Amicus

Therapeutics  (1)

1,003,500‌

12,253‌

Apellis

Pharmaceuticals  (1)

431,200‌

22,297‌

Avidity

Biosciences  (1)

227,574‌

5,050‌

Biohaven  (1)

275,450‌

3,823‌

Blueprint

Medicines  (1)

384,585‌

16,849‌

C4

Therapeutics  (1)

75,400‌

445‌

CareDx  (1)

165,271‌

1,886‌

Catalyst

Pharmaceuticals  (1)

696,500‌

12,955‌

Cerevel

Therapeutics

Holdings  (1)(2)

416,200‌

13,127‌

CRISPR

Therapeutics  (1)(2)

351,358‌

14,283‌

Cytokinetics  (1)(2)

389,700‌

17,856‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

23

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Denali

Therapeutics  (1)

404,200‌

11,241‌

Exelixis  (1)

1,006,300‌

16,141‌

Fate

Therapeutics  (1)

367,000‌

3,703‌

FibroGen  (1)

273,200‌

4,377‌

Generation

Bio  (1)

422,600‌

1,661‌

Halozyme

Therapeutics  (1)

1,175,300‌

66,874‌

Horizon

Therapeutics  (1)

367,400‌

41,810‌

IGM

Biosciences  (1)

143,152‌

2,435‌

Insmed  (1)

1,113,193‌

22,242‌

Intellia

Therapeutics  (1)

331,696‌

11,573‌

Ionis

Pharmaceuticals  (1)

713,000‌

26,930‌

Iovance

Biotherapeutics  (1)

491,358‌

3,140‌

IVERIC

bio  (1)

417,806‌

8,945‌

Karuna

Therapeutics  (1)

129,272‌

25,402‌

Kymera

Therapeutics  (1)(2)

268,200‌

6,694‌

Madrigal

Pharmaceuticals  (1)

36,500‌

10,594‌

Mirati

Therapeutics  (1)

165,897‌

7,517‌

Monte

Rosa

Therapeutics  (1)

65,000‌

495‌

Morphic

Holding  (1)

105,000‌

2,809‌

Natera  (1)

352,200‌

14,148‌

Neurocrine

Biosciences  (1)

191,326‌

22,852‌

Nurix

Therapeutics  (1)

147,800‌

1,623‌

Prothena  (1)

304,130‌

18,324‌

PTC

Therapeutics  (1)

449,900‌

17,173‌

Replimune

Group  (1)

360,066‌

9,794‌

REVOLUTION

Medicines  (1)

375,492‌

8,944‌

Rocket

Pharmaceuticals  (1)

286,029‌

5,597‌

Sage

Therapeutics  (1)

250,959‌

9,571‌

Sarepta

Therapeutics  (1)

158,900‌

20,590‌

Scholar

Rock

Holding  (1)

377,651‌

3,418‌

Scholar

Rock

Holding,

Warrants,

12/31/25,

Acquisition

Date:

6/17/22,

Cost $—  (1)(3)

22,712‌

115‌

Seagen  (1)

100,700‌

12,941‌

Twist

Bioscience  (1)

222,396‌

5,295‌

Ultragenyx

Pharmaceutical  (1)

353,041‌

16,356‌

Xencor  (1)

468,800‌

12,207‌

Zentalis

Pharmaceuticals  (1)

146,011‌

2,941‌

638,215‌

Health

Care

Equipment

&

Supplies

5.8%

AtriCure (1)

304,500‌

13,514‌

CONMED 

194,000‌

17,196‌

Embecta 

200,100‌

5,060‌

Globus

Medical,

Class

A  (1)

628,700‌

46,694‌

Haemonetics  (1)

334,200‌

26,285‌

ICU

Medical  (1)

149,698‌

23,574‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

24

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Inari

Medical  (1)(2)

206,800‌

13,144‌

Inspire

Medical

Systems  (1)

187,000‌

47,102‌

iRhythm

Technologies  (1)

187,400‌

17,554‌

Lantheus

Holdings  (1)

572,000‌

29,149‌

Merit

Medical

Systems  (1)

614,400‌

43,389‌

Omnicell  (1)

351,000‌

17,697‌

Penumbra  (1)

90,800‌

20,199‌

PROCEPT

BioRobotics  (1)

231,700‌

9,625‌

Shockwave

Medical  (1)

83,199‌

17,107‌

STERIS 

145,866‌

26,940‌

Tandem

Diabetes

Care  (1)

194,300‌

8,734‌

382,963‌

Health

Care

Providers

&

Services

4.4%

Acadia

Healthcare  (1)

100,300‌

8,257‌

Addus

HomeCare  (1)

281,800‌

28,036‌

Amedisys  (1)

151,100‌

12,623‌

AMN

Healthcare

Services  (1)

458,300‌

47,122‌

Chemed 

23,600‌

12,046‌

CorVel  (1)

205,066‌

29,802‌

Ensign

Group 

643,900‌

60,919‌

ModivCare  (1)

92,000‌

8,255‌

Molina

Healthcare  (1)

157,400‌

51,977‌

Option

Care

Health  (1)

1,178,051‌

35,448‌

294,485‌

Health

Care

Technology

0.3%

Evolent

Health,

Class

A  (1)

599,000‌

16,820‌

16,820‌

Life

Sciences

Tools

&

Services

2.6%

Adaptive

Biotechnologies  (1)

383,500‌

2,930‌

Azenta 

61,000‌

3,552‌

Bruker 

205,600‌

14,053‌

Charles

River

Laboratories

International  (1)

132,700‌

28,915‌

Maravai

LifeSciences

Holdings,

Class

A  (1)

689,100‌

9,861‌

Medpace

Holdings  (1)

241,100‌

51,212‌

NeoGenomics  (1)

196,900‌

1,819‌

Repligen  (1)

202,700‌

34,319‌

West

Pharmaceutical

Services 

100,400‌

23,629‌

170,290‌

Pharmaceuticals

1.5%

Amphastar

Pharmaceuticals  (1)

580,100‌

16,254‌

Arvinas  (1)

248,265‌

8,493‌

Catalent  (1)

321,141‌

14,455‌

DICE

Therapeutics  (1)

193,508‌

6,037‌

Intra-Cellular

Therapies  (1)

365,700‌

19,353‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

25

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Pacira

BioSciences  (1)

260,100‌

10,042‌

Prestige

Consumer

Healthcare  (1)

84,100‌

5,265‌

Supernus

Pharmaceuticals  (1)

353,100‌

12,595‌

Ventyx

Biosciences  (1)

136,400‌

4,473‌

96,967‌

Total

Health

Care

1,599,740‌

INDUSTRIALS

&

BUSINESS

SERVICES

20.1%

Aerospace

&

Defense

1.8%

Aerojet

Rocketdyne

Holdings  (1)

457,300‌

25,577‌

Cadre

Holdings 

235,500‌

4,743‌

Curtiss-Wright 

289,400‌

48,327‌

Hexcel 

355,000‌

20,892‌

Mercury

Systems  (1)

208,800‌

9,342‌

Moog,

Class

A 

143,100‌

12,558‌

121,439‌

Air

Freight

&

Logistics

0.4%

GXO

Logistics  (1)

566,800‌

24,197‌

24,197‌

Building

Products

1.7%

AAON 

232,700‌

17,527‌

Builders

FirstSource  (1)

505,400‌

32,790‌

CSW

Industrials 

151,600‌

17,575‌

Gibraltar

Industries  (1)

108,100‌

4,960‌

UFP

Industries 

527,400‌

41,796‌

114,648‌

Commercial

Services

&

Supplies

2.7%

Casella

Waste

Systems,

Class

A  (1)

833,300‌

66,089‌

Clean

Harbors  (1)

343,000‌

39,143‌

IAA  (1)

595,800‌

23,832‌

MSA

Safety 

106,400‌

15,342‌

Rentokil

Initial,

ADR 

1,021,960‌

31,487‌

175,893‌

Construction

&

Engineering

1.9%

Comfort

Systems

USA 

388,400‌

44,697‌

EMCOR

Group 

335,700‌

49,721‌

WillScot

Mobile

Mini

Holdings  (1)

767,200‌

34,654‌

129,072‌

Electrical

Equipment

0.9%

Atkore (1)

429,343‌

48,696‌

Shoals

Technologies

Group,

Class

A  (1)

498,000‌

12,286‌

60,982‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

26

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Machinery

4.3%

Albany

International,

Class

A 

221,300‌

21,818‌

Evoqua

Water

Technologies  (1)

417,000‌

16,513‌

Federal

Signal 

349,000‌

16,218‌

Graco 

106,910‌

7,191‌

John

Bean

Technologies 

275,700‌

25,180‌

Kadant 

189,100‌

33,590‌

Lincoln

Electric

Holdings 

186,500‌

26,947‌

RBC

Bearings  (1)

182,025‌

38,107‌

SPX

Technologies  (1)

426,800‌

28,019‌

Toro 

302,400‌

34,232‌

Watts

Water

Technologies,

Class

A 

244,700‌

35,782‌

283,597‌

Professional

Services

3.5%

ASGN (1)

166,600‌

13,575‌

Booz

Allen

Hamilton

Holding 

403,100‌

42,132‌

CACI

International,

Class

A  (1)

175,900‌

52,874‌

CBIZ  (1)

482,800‌

22,619‌

Exponent 

451,216‌

44,711‌

Insperity 

317,100‌

36,022‌

NV5

Global  (1)

128,900‌

17,056‌

228,989‌

Road

&

Rail

1.6%

Landstar

System 

164,900‌

26,862‌

RXO  (1)

335,900‌

5,778‌

Saia  (1)

253,300‌

53,112‌

XPO  (1)

578,100‌

19,245‌

104,997‌

Trading

Companies

&

Distributors

1.3%

Herc

Holdings 

184,200‌

24,235‌

McGrath

RentCorp 

144,656‌

14,283‌

SiteOne

Landscape

Supply  (1)

231,900‌

27,207‌

Watsco 

75,000‌

18,705‌

84,430‌

Total

Industrials

&

Business

Services

1,328,244‌

INFORMATION

TECHNOLOGY

19.3%

Communications

Equipment

0.3%

Lumentum

Holdings  (1)

328,800‌

17,154‌

Ubiquiti  (2)

20,500‌

5,607‌

22,761‌

Electronic

Equipment,

Instruments

&

Components

2.8%

Advanced

Energy

Industries 

300,200‌

25,751‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

27

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Cognex 

152,800‌

7,198‌

ePlus  (1)

85,400‌

3,782‌

Fabrinet  (1)

355,400‌

45,569‌

Littelfuse 

64,700‌

14,247‌

Novanta  (1)

327,500‌

44,498‌

Teledyne

Technologies  (1)

74,030‌

29,605‌

Zebra

Technologies,

Class

A  (1)

62,100‌

15,923‌

186,573‌

IT

Services

2.9%

Broadridge

Financial

Solutions 

130,900‌

17,558‌

Concentrix 

205,900‌

27,418‌

Euronet

Worldwide  (1)

184,500‌

17,413‌

EVERTEC 

358,100‌

11,595‌

ExlService

Holdings  (1)

328,900‌

55,726‌

Gartner  (1)

50,000‌

16,807‌

Paya

Holdings  (1)

1,355,300‌

10,666‌

Perficient  (1)

309,700‌

21,626‌

SS&C

Technologies

Holdings 

266,400‌

13,869‌

192,678‌

Semiconductors

&

Semiconductor

Equipment

4.7%

Axcelis

Technologies  (1)

371,000‌

29,442‌

Cirrus

Logic  (1)

241,130‌

17,959‌

Diodes  (1)

377,700‌

28,758‌

Entegris 

210,700‌

13,820‌

FormFactor  (1)

706,800‌

15,712‌

Kulicke

&

Soffa

Industries 

433,000‌

19,165‌

Lattice

Semiconductor  (1)

943,400‌

61,208‌

MaxLinear  (1)

676,600‌

22,971‌

MKS

Instruments 

136,400‌

11,557‌

Monolithic

Power

Systems 

41,807‌

14,783‌

Onto

Innovation  (1)

365,600‌

24,894‌

Power

Integrations 

490,400‌

35,171‌

Synaptics  (1)

191,000‌

18,176‌

313,616‌

Software

8.0%

A10

Networks 

788,200‌

13,108‌

ACI

Worldwide  (1)

446,200‌

10,263‌

Alarm.com

Holdings  (1)

56,600‌

2,801‌

Aspen

Technology  (1)

70,476‌

14,476‌

Box,

Class

A  (1)

1,051,200‌

32,724‌

Consensus

Cloud

Solutions  (1)

103,646‌

5,572‌

Descartes

Systems

Group  (1)

637,300‌

44,388‌

Digital

Turbine  (1)

519,300‌

7,914‌

DoubleVerify

Holdings  (1)

229,851‌

5,047‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

28

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Envestnet  (1)

348,800‌

21,521‌

Fair

Isaac  (1)

76,100‌

45,552‌

Fortinet  (1)

270,700‌

13,234‌

Informatica,

Class

A  (1)

620,800‌

10,113‌

Manhattan

Associates  (1)

475,600‌

57,738‌

NCR  (1)

583,200‌

13,653‌

Paylocity

Holding  (1)

137,000‌

26,614‌

PowerSchool

Holdings,

Class

A  (1)

554,900‌

12,807‌

PTC  (1)

224,250‌

26,919‌

Qualys  (1)

278,500‌

31,256‌

Rapid7  (1)

284,300‌

9,660‌

Sapiens

International 

719,600‌

13,298‌

SPS

Commerce  (1)

335,900‌

43,140‌

Tenable

Holdings  (1)

516,800‌

19,716‌

Teradata  (1)

330,700‌

11,131‌

Tyler

Technologies  (1)

76,900‌

24,793‌

Workiva  (1)

135,100‌

11,344‌

528,782‌

Technology

Hardware,

Storage

&

Peripherals

0.6%

Pure

Storage,

Class

A  (1)

1,613,200‌

43,169‌

43,169‌

Total

Information

Technology

1,287,579‌

MATERIALS

4.6%

Chemicals

2.4%

Axalta

Coating

Systems  (1)

972,400‌

24,767‌

Balchem 

247,400‌

30,210‌

Element

Solutions 

1,360,600‌

24,749‌

HB

Fuller 

327,900‌

23,484‌

Ingevity  (1)

278,200‌

19,596‌

Livent  (1)

1,157,400‌

22,998‌

Olin 

214,200‌

11,340‌

157,144‌

Construction

Materials

0.4%

Eagle

Materials 

189,800‌

25,215‌

25,215‌

Containers

&

Packaging

1.0%

Berry

Global

Group 

204,600‌

12,364‌

Graphic

Packaging

Holding 

2,361,600‌

52,546‌

64,910‌

Metals

&

Mining

0.3%

Alpha

Metallurgical

Resources 

95,600‌

13,995‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

29

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Arconic  (1)

215,500‌

4,560‌

18,555‌

Paper

&

Forest

Products

0.5%

Louisiana-Pacific 

528,900‌

31,311‌

31,311‌

Total

Materials

297,135‌

MATERIALS

0.2%

Metals

&

Mining

0.2%

Royal

Gold 

154,200‌

17,381‌

Total

MATERIALS

17,381‌

REAL

ESTATE

1.3%

Equity

Real

Estate

Investment

Trusts

1.3%

Equity

LifeStyle

Properties,

REIT 

205,400‌

13,269‌

First

Industrial

Realty

Trust,

REIT 

464,400‌

22,412‌

Life

Storage,

REIT 

146,400‌

14,420‌

Rexford

Industrial

Realty,

REIT 

306,700‌

16,758‌

Ryman

Hospitality

Properties,

REIT 

124,500‌

10,182‌

Terreno

Realty,

REIT 

214,600‌

12,204‌

Total

Real

Estate

89,245‌

UTILITIES

0.6%

Independent

Power

&

Renewable

Electricity

Producers

0.6%

Clearway

Energy,

Class

C 

482,300‌

15,371‌

NextEra

Energy

Partners  (2)

222,200‌

15,574‌

Ormat

Technologies 

127,600‌

11,035‌

Total

Utilities

41,980‌

Total

Common

Stocks

(Cost

$5,206,910)

6,579,079‌

SHORT-TERM

INVESTMENTS

0.9%

Money

Market

Funds

0.9%

T.

Rowe

Price

Government

Reserve

Fund,

4.30%  (4)(5)

61,207,165‌

61,207‌

Total

Short-Term

Investments

(Cost

$61,207)

61,207‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

30

Shares

$

Value

(Cost

and

value

in

$000s)

‡

SECURITIES

LENDING

COLLATERAL

0.7%

INVESTMENTS

IN

A

POOLED

ACCOUNT

THROUGH

SECURITIES

LENDING

PROGRAM

WITH

STATE

STREET

BANK

AND

TRUST

COMPANY

0.7%

Money

Market

Funds

0.7%

T.

Rowe

Price

Government

Reserve

Fund,

4.30%  (4)(5)

43,812,313‌

43,812‌

Total

Investments

in

a

Pooled

Account

through

Securities

Lending

Program

with

State

Street

Bank

and

Trust

Company

43,812‌

Total

Securities

Lending

Collateral

(Cost

$43,812)

43,812‌

Total

Investments

in

Securities

100.8%

of

Net

Assets

(Cost

$5,311,929)

$

6,684,098‌

‡

Shares

are

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

Non-income

producing

(2)

See

Note

3.

All

or

a

portion

of

this

security

is

on

loan

at

December

31,

2022.

(3)

Security

cannot

be

offered

for

public

resale

without

first

being

registered

under

the

Securities

Act

of

1933

and

related

rules

("restricted

security").

Acquisition

date

represents

the

day

on

which

an

enforceable

right

to

acquire

such

security

is

obtained

and

is

presented

along

with

related

cost

in

the

security

description.

The

fund

may

have

registration

rights

for

certain

restricted

securities.

Any

costs

related

to

such

registration

are

generally

borne

by

the

issuer.

The

aggregate

value

of

restricted

securities

(excluding

144A

holdings)

at

period

end

amounts

to

$115

and

represents

0.0%

of

net

assets.

(4)

Seven-day

yield

(5)

Affiliated

Companies

ADR

American

Depositary

Receipts

REIT

A

domestic

Real

Estate

Investment

Trust

whose

distributions

pass-through

with

original

tax

character

to

the

shareholder

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

31

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

AFFILIATED

COMPANIES

($000s)

The

fund

may

invest

in

certain

securities

that

are

considered

affiliated

companies.

As

defined

by

the

1940

Act,

an

affiliated

company

is

one

in

which

the

fund

owns

5%

or

more

of

the

outstanding

voting

securities,

or

a

company

that

is

under

common

ownership

or

control.

The

following

securities

were

considered

affiliated

companies

for

all

or

some

portion

of

the

year

ended

December

31,

2022.

Net

realized

gain

(loss),

investment

income,

change

in

net

unrealized

gain/loss,

and

purchase

and

sales

cost

reflect

all

activity

for

the

period

then

ended.

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

T.

Rowe

Price

Government

Reserve

Fund,

4.30%

$

—‌

$

—‌

$

1,282‌++

Totals

$

—‌#

$

—‌

$

1,282‌+

Supplementary

Investment

Schedule

Affiliate

Value

12/31/21

Purchase

Cost

Sales

Cost

Value

12/31/22

T.

Rowe

Price

Government

Reserve

Fund,

4.30%

$

81,745‌

 ¤

  ¤

$

105,019‌

Total

$

105,019‌^

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

++

Excludes

earnings

on

securities

lending

collateral,

which

are

subject

to

rebates

and

fees

as

described

in

Note

3.

+

Investment

income

comprised

$1,282

of

dividend

income

and

$0

of

interest

income.

¤

Purchase

and

sale

information

not

shown

for

cash

management

funds.

^

The

cost

basis

of

investments

in

affiliated

companies

was

$105,019.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

December

31,

2022

Statement

of

Assets

and

Liabilities

32

($000s,

except

shares

and

per

share

amounts)

Assets

Investments

in

securities,

at

value

(cost

$5,311,929)

$

6,684,098‌

Receivable

for

investment

securities

sold

17,222‌

Receivable

for

shares

sold

9,200‌

Dividends

receivable

2,733‌

Other

assets

118‌

Total

assets

6,713,371‌

Liabilities

Obligation

to

return

securities

lending

collateral

43,812‌

Payable

for

shares

redeemed

22,674‌

Payable

for

investment

securities

purchased

11,928‌

Investment

management

fees

payable

3,700‌

Due

to

affiliates

149‌

Payable

to

directors

4‌

Other

liabilities

880‌

Total

liabilities

83,147‌

NET

ASSETS

$

6,630,224‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

December

31,

2022

Statement

of

Assets

and

Liabilities

33

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

1,400,346‌

Paid-in

capital

applicable

to

190,508,715

shares

of

$0.0001

par

value

capital

stock

outstanding;

1,000,000,000

shares

authorized

5,229,878‌

NET

ASSETS

$

6,630,224‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

($3,353,982,826

/

96,712,130

shares

outstanding)

$

34.68‌

Advisor

Class

($17,482,964

/

511,198

shares

outstanding)

$

34.20‌

I

Class

($3,258,758,394

/

93,285,387

shares

outstanding)

$

34.93‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

Statement

of

Operations

34

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

12/31/22

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$140)

$

41,744‌

Securities

lending

102‌

Total

income

41,846‌

Expenses

Investment

management

47,295‌

Shareholder

servicing

Investor

Class

$

5,913‌

Advisor

Class

33‌

I

Class

219‌

6,165‌

Rule

12b-1

fees

Advisor

Class

50‌

Prospectus

and

shareholder

reports

Investor

Class

308‌

Advisor

Class

5‌

I

Class

226‌

539‌

Custody

and

accounting

338‌

Registration

124‌

Legal

and

audit

28‌

Directors

19‌

Miscellaneous

30‌

Total

expenses

54,588‌

Net

investment

loss

(12,742‌)

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

on

securities

159,530‌

Change

in

net

unrealized

gain

/

loss

on

securities

(2,282,935‌)

Net

realized

and

unrealized

gain

/

loss

(2,123,405‌)

DECREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

(2,136,147‌)

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

Statement

of

Changes

in

Net

Assets

35

($000s)

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/22

12/31/21

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

loss

$

(12,742‌)

$

(34,939‌)

Net

realized

gain

159,530‌

1,223,210‌

Change

in

net

unrealized

gain

/

loss

(2,282,935‌)

(90,953‌)

Increase

(decrease)

in

net

assets

from

operations

(2,136,147‌)

1,097,318‌

Distributions

to

shareholders

Net

earnings

Investor

Class

(122,439‌)

(690,260‌)

Advisor

Class

(636‌)

(3,447‌)

I

Class

(117,304‌)

(528,472‌)

Decrease

in

net

assets

from

distributions

(240,379‌)

(1,222,179‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

608,257‌

797,270‌

Advisor

Class

2,866‌

2,921‌

I

Class

1,149,059‌

849,848‌

Distributions

reinvested

Investor

Class

115,243‌

639,483‌

Advisor

Class

636‌

3,443‌

I

Class

110,347‌

484,647‌

Shares

redeemed

Investor

Class

(1,583,159‌)

(1,585,411‌)

Advisor

Class

(7,822‌)

(10,510‌)

I

Class

(1,186,327‌)

(1,355,220‌)

Decrease

in

net

assets

from

capital

share

transactions

(790,900‌)

(173,529‌)

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

Statement

of

Changes

in

Net

Assets

36

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/22

12/31/21

Net

Assets

Decrease

during

period

(3,167,426‌)

(298,390‌)

Beginning

of

period

9,797,650‌

10,096,040‌

End

of

period

$

6,630,224‌

$

9,797,650‌

*Share

information

(000s)

Shares

sold

Investor

Class

15,895‌

15,915‌

Advisor

Class

75‌

58‌

I

Class

30,274‌

16,798‌

Distributions

reinvested

Investor

Class

3,295‌

14,432‌

Advisor

Class

18‌

79‌

I

Class

3,132‌

10,879‌

Shares

redeemed

Investor

Class

(41,650‌)

(31,584‌)

Advisor

Class

(197‌)

(210‌)

I

Class

(31,224‌)

(26,703‌)

Decrease

in

shares

outstanding

(20,382‌)

(336‌)

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

NOTES

TO

FINANCIAL

STATEMENTS

37

T.

Rowe

Price

Quantitative

Management

Funds,

Inc.

(the

corporation) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act).

The

QM

U.S.

Small-Cap

Growth

Equity

Fund

(the

fund)

is a

diversified,

open-end

management

investment

company

established

by

the

corporation. The

fund

seeks

long-term

growth

of

capital

by

investing

primarily

in

common

stocks

of

small

growth

companies.

The

fund

has

three classes

of

shares:

the

QM

U.S.

Small-Cap

Growth

Equity

Fund

(Investor

Class),

the

QM

U.S.

Small-Cap

Growth

Equity

Fund–Advisor

Class

(Advisor

Class),

and

the

QM

U.S.

Small-Cap

Growth

Equity

Fund–I

Class

(I

Class).

Advisor

Class

shares

are

sold

only

through

various

brokers

and

other

financial

intermediaries.

I

Class

shares

require

a

$500,000

initial

investment

minimum,

although

the

minimum

generally

is

waived

or

reduced

for

financial

intermediaries,

eligible

retirement

plans,

and

certain

other

accounts.

Prior

to

November

15,

2021,

the

initial

investment

minimum

was

$1

million

and

was

generally

waived

for

financial

intermediaries,

eligible

retirement

plans,

and

other

certain

accounts.

As

a

result

of

the

reduction

in

the

I

Class

minimum,

certain

assets

transferred

from

the

Investor

Class

to

the

I

Class.

This

transfer

of

shares

from

Investor

Class

to

I

Class

is

reflected

in

the

Statement

of

Changes

in

Net

Assets

within

the

Capital

shares

transactions

as

Shares

redeemed

and

Shares

sold,

respectively.

The

Advisor

Class

operates

under

a

Board-approved

Rule

12b-1

plan

pursuant

to

which

the

class

compensates

financial

intermediaries

for

distribution,

shareholder

servicing,

and/

or

certain

administrative

services;

the

Investor

and

I

Classes

do

not

pay

Rule

12b-1

fees. Each

class

has

exclusive

voting

rights

on

matters

related

solely

to

that

class;

separate

voting

rights

on

matters

that

relate

to

all

classes;

and,

in

all

other

respects,

the

same

rights

and

obligations

as

the

other

classes.

NOTE

1

-

SIGNIFICANT

ACCOUNTING

POLICIES 

Basis

of

Preparation

 The fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

in

the

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946

(ASC

946).

The

accompanying

financial

statements

were

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(GAAP),

including,

but

not

limited

to,

ASC

946.

GAAP

requires

the

use

of

estimates

made

by

management.

Management

believes

that

estimates

and

valuations

are

appropriate;

however,

actual

results

may

differ

from

those

estimates,

and

the

valuations

reflected

in

the

accompanying

financial

statements

may

differ

from

the

value

ultimately

realized

upon

sale

or

maturity.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

38

Investment

Transactions,

Investment

Income,

and

Distributions

Investment

transactions

are

accounted

for

on

the

trade

date

basis.

Income

and

expenses

are

recorded

on

the

accrual

basis.

Realized

gains

and

losses

are

reported

on

the

identified

cost

basis.

Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

as

income

tax

expense.

Dividends

received

from

mutual

fund

investments

are

reflected

as

dividend

income;

capital

gain

distributions

are

reflected

as

realized

gain/loss.

Dividend

income

and

capital

gain

distributions

are

recorded

on

the

ex-dividend

date.

Distributions

from

REITs

are

initially

recorded

as

dividend

income

and,

to

the

extent

such

represent

a

return

of

capital

or

capital

gain

for

tax

purposes,

are

reclassified

when

such

information

becomes

available.

Non-cash

dividends,

if

any,

are

recorded

at

the

fair

market

value

of

the

asset

received.

Proceeds

from

litigation

payments,

if

any,

are

included

in

either

net

realized

gain

(loss)

or

change

in

net

unrealized

gain/loss

from

securities.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Income

distributions,

if

any,

are

declared

and

paid

by

each

class annually.

A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by

the

fund

annually.

Class

Accounting

 Shareholder

servicing,

prospectus,

and

shareholder

report

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to all classes,

investment

income,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

The

Advisor

Class

pays

Rule

12b-1

fees,

in

an

amount

not

exceeding

0.25%

of

the

class’s

average

daily

net

assets.

Capital

Transactions

 Each

investor’s

interest

in

the

net

assets

of the

fund

is

represented

by

fund

shares. The

fund’s

net

asset

value

(NAV)

per

share

is

computed

at

the

close

of

the

New

York

Stock

Exchange

(NYSE),

normally

4

p.m.

ET,

each

day

the

NYSE

is

open

for

business.

However,

the

NAV

per

share

may

be

calculated

at

a

time

other

than

the

normal

close

of

the

NYSE

if

trading

on

the

NYSE

is

restricted,

if

the

NYSE

closes

earlier,

or

as

may

be

permitted

by

the

SEC.

Purchases

and

redemptions

of

fund

shares

are

transacted

at

the

next-computed

NAV

per

share,

after

receipt

of

the

transaction

order

by

T.

Rowe

Price

Associates,

Inc.,

or

its

agents.

New

Accounting

Guidance

 In

June

2022,

the

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2022-03,

Fair

Value

Measurement

(Topic

820)

–

Fair

Value

Measurement

of

Equity

Securities

Subject

to

Contractual

Sale

Restrictions,

which

clarifies

that

a

contractual

restriction

on

the

sale

of

an

equity

security

is

not

considered

part

of

the

unit

of

account

of

the

equity

security

and,

therefore,

is

not

considered

in

measuring

fair

value.

The

amendments

under

this

ASU

are

effective

for

fiscal

years

beginning

after

December

15,

2023;

however,

the

fund

opted

to

early

adopt,

as

permitted,

effective

December

1,

2022. Adoption

of

the

guidance

did not

have

a

material

impact

on

the fund's

financial statements.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

39

Indemnification

 In

the

normal

course

of

business, the

fund

may

provide

indemnification

in

connection

with

its

officers

and

directors,

service

providers,

and/or

private

company

investments. The

fund’s

maximum

exposure

under

these

arrangements

is

unknown;

however,

the

risk

of

material

loss

is

currently

considered

to

be

remote.

NOTE

2

-

VALUATION 

Fair

Value

  The

fund’s

financial

instruments

are

valued

at

the

close

of

the

NYSE

and

are

reported

at

fair

value,

which

GAAP

defines

as

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date. The fund’s

Board

of

Directors

(the

Board)

has

designated

T.

Rowe

Price

Associates,

Inc.

as

the

fund’s

valuation

designee

(Valuation

Designee).

Subject

to

oversight

by

the

Board,

the

Valuation

Designee

performs

the

following

functions

in

performing

fair

value

determinations:

assesses

and

manages

valuation

risks;

establishes

and

applies

fair

value

methodologies;

tests

fair

value

methodologies;

and

evaluates

pricing

vendors

and

pricing

agents.

The

duties

and

responsibilities

of

the

Valuation

Designee

are

performed

by

its

Valuation

Committee. The

Valuation

Designee provides

periodic

reporting

to

the

Board

on

valuation

matters.

Various

valuation

techniques

and

inputs

are

used

to

determine

the

fair

value

of

financial

instruments.

GAAP

establishes

the

following

fair

value

hierarchy

that

categorizes

the

inputs

used

to

measure

fair

value:

Level

1

–

quoted

prices

(unadjusted)

in

active

markets

for

identical

financial

instruments

that

the

fund

can

access

at

the

reporting

date

Level

2

–

inputs

other

than

Level

1

quoted

prices

that

are

observable,

either

directly

or

indirectly

(including,

but

not

limited

to,

quoted

prices

for

similar

financial

instruments

in

active

markets,

quoted

prices

for

identical

or

similar

financial

instruments

in

inactive

markets,

interest

rates

and

yield

curves,

implied

volatilities,

and

credit

spreads)

Level

3

–

unobservable

inputs

(including

the Valuation

Designee’s assumptions

in

determining

fair

value)

Observable

inputs

are

developed

using

market

data,

such

as

publicly

available

information

about

actual

events

or

transactions,

and

reflect

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

Unobservable

inputs

are

those

for

which

market

data

are

not

available

and

are

developed

using

the

best

information

available

about

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

GAAP

requires

valuation

techniques

to

maximize

the

use

of

relevant

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

40

observable

inputs

and

minimize

the

use

of

unobservable

inputs.

When

multiple

inputs

are

used

to

derive

fair

value,

the

financial

instrument

is

assigned

to

the

level

within

the

fair

value

hierarchy

based

on

the

lowest-level

input

that

is

significant

to

the

fair

value

of

the

financial

instrument.

Input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level

but

rather

the

degree

of

judgment

used

in

determining

those

values.

Valuation

Techniques 

Equity

securities,

including

exchange-traded

funds, listed

or

regularly

traded

on

a

securities

exchange

or

in

the

over-the-counter

(OTC)

market

are

valued

at

the

last

quoted

sale

price

or,

for

certain

markets,

the

official

closing

price

at

the

time

the

valuations

are

made.

OTC

Bulletin

Board

securities

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices.

A

security

that

is

listed

or

traded

on

more

than

one

exchange

is

valued

at

the

quotation

on

the

exchange

determined

to

be

the

primary

market

for

such

security.

Listed

securities

not

traded

on

a

particular

day

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices

for

domestic

securities.

Investments

in

mutual

funds

are

valued

at

the

mutual

fund’s

closing

NAV

per

share

on

the

day

of

valuation.

Assets

and

liabilities

other

than

financial

instruments,

including

short-term

receivables

and

payables,

are

carried

at

cost,

or

estimated

realizable

value,

if

less,

which

approximates

fair

value. 

Investments

for

which

market

quotations are

not

readily

available

or

deemed

unreliable

are

valued

at

fair

value

as

determined

in

good

faith

by

the

Valuation

Designee.

The

Valuation

Designee

has

adopted

methodologies

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

or

deemed

unreliable,

including

the

use

of

other

pricing

sources.

Factors

used

in

determining

fair

value

vary

by

type

of

investment

and

may

include

market

or

investment

specific

considerations.

The

Valuation

Designee typically

will

afford

greatest

weight

to

actual

prices

in

arm’s

length

transactions,

to

the

extent

they

represent

orderly

transactions

between

market

participants,

transaction

information

can

be

reliably

obtained,

and

prices

are

deemed

representative

of

fair

value.

However,

the

Valuation

Designee may

also

consider

other

valuation

methods

such

as

market-based

valuation

multiples;

a

discount

or

premium

from

market

value

of

a

similar,

freely

traded

security

of

the

same

issuer;

discounted

cash

flows;

yield

to

maturity;

or

some

combination.

Fair

value

determinations

are

reviewed

on

a

regular

basis.

Because

any

fair

value

determination

involves

a

significant

amount

of

judgment,

there

is

a

degree

of

subjectivity

inherent

in

such

pricing

decisions. Fair

value

prices

determined

by

the

Valuation

Designee could

differ

from

those

of

other

market

participants,

and

it

is

possible

that

the

fair

value

determined

for

a

security

may

be

materially

different

from

the

value

that

could

be

realized

upon

the

sale

of

that

security.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

41

Valuation

Inputs

  The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

December

31,

2022

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

NOTE

3

-

OTHER

INVESTMENT

TRANSACTIONS 

Consistent

with

its

investment

objective,

the

fund

engages

in

the

following

practices

to

manage

exposure

to

certain

risks

and/or

to

enhance

performance.

The

investment

objective,

policies,

program,

and

risk

factors

of

the

fund

are

described

more

fully

in

the

fund’s

prospectus

and

Statement

of

Additional

Information.

Restricted

Securities

 The

fund

invests

in

securities

that

are

subject

to

legal

or

contractual

restrictions

on

resale.

Prompt

sale

of

such

securities

at

an

acceptable

price

may

be

difficult

and

may

involve

substantial

delays

and

additional

costs.

Securities

Lending

 The fund

may

lend

its

securities

to

approved

borrowers

to

earn

additional

income.

Its

securities

lending

activities

are

administered

by

a

lending

agent

in

accordance

with

a

securities

lending

agreement.

Security

loans

generally

do

not

have

stated

maturity

dates,

and

the

fund

may

recall

a

security

at

any

time.

The

fund

receives

collateral

in

the

form

of

cash

or

U.S.

government

securities.

Collateral

is

maintained

over

the

life

of

the

loan

in

an

amount

not

less

than

the

value

of

loaned

securities;

any

additional

collateral

required

due

to

changes

in

security

values

is

delivered

to

the

fund

the

next

business

day.

Cash

collateral

is

invested

in

accordance

with

investment

guidelines

approved

by

fund

management.

Additionally,

the

lending

agent

indemnifies

the

fund

against

losses

resulting

from

borrower

default.

Although

risk

is

mitigated

by

the

collateral

and

indemnification,

the

fund

could

experience

a

delay

in

recovering

its

securities

and

a

possible

loss

of

income

or

value

if

the

borrower

fails

to

return

the

securities,

collateral

investments

decline

in

value,

and

the

lending

agent

fails

to

perform.

Securities

lending

revenue

consists

of

earnings

on

invested

collateral

and

borrowing

fees,

net

of

any

rebates

to

the

borrower,

compensation

to

the

lending

agent,

and

other

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

6,578,964‌

$

115‌

$

—‌

$

6,579,079‌

Short-Term

Investments

61,207‌

—‌

—‌

61,207‌

Securities

Lending

Collateral

43,812‌

—‌

—‌

43,812‌

Total

$

6,683,983‌

$

115‌

$

—‌

$

6,684,098‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

42

administrative

costs.

In

accordance

with

GAAP,

investments

made

with

cash

collateral

are

reflected

in

the

accompanying

financial

statements,

but

collateral

received

in

the

form

of

securities

is

not.

At

December

31,

2022,

the

value

of

loaned

securities

was

$42,657,000;

the

value

of

cash

collateral

and

related

investments

was

$43,812,000.

Other 

Purchases

and

sales

of

portfolio

securities

other

than

short-term securities

aggregated $2,264,013,000 and

$3,311,445,000,

respectively,

for

the

year ended

December

31,

2022.

NOTE

4

-

FEDERAL

INCOME

TAXES

Generally,

no

provision

for

federal

income

taxes

is

required

since

the

fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

under

Subchapter

M

of

the

Internal

Revenue

Code

and

distribute

to

shareholders

all

of

its

taxable

income

and

gains.

Distributions

determined

in

accordance

with

federal

income

tax

regulations

may

differ

in

amount

or

character

from

net

investment

income

and

realized

gains

for

financial

reporting

purposes.

The fund

files

U.S.

federal,

state,

and

local

tax

returns

as

required. The

fund’s

tax

returns

are

subject

to

examination

by

the

relevant

tax

authorities

until

expiration

of

the

applicable

statute

of

limitations,

which

is

generally

three

years

after

the

filing

of

the

tax

return

but

which

can

be

extended

to

six

years

in

certain

circumstances.

Tax

returns

for

open

years

have

incorporated

no

uncertain

tax

positions

that

require

a

provision

for

income

taxes.

Capital

accounts

within

the

financial

reporting

records

are

adjusted

for

permanent

book/tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

permanent

book/tax

adjustments,

if

any,

have

no

impact

on

results

of

operations

or

net

assets.

The

permanent

book/tax

adjustments

relate

primarily

to

the

current

net

operating

loss

and

deemed

distributions

on

shareholder

redemptions.

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

($000s)

December

31,

2022

December

31,

2021

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

—‌

$

87,771‌

Long-term

capital

gain

240,379‌

1,134,408‌

Total

distributions

$

240,379‌

$

1,222,179‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

43

At

December

31,

2022,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were

as

follows:

At

December

31,

2022,

the

tax-basis

components

of

accumulated

net

earnings

(loss)

were

as

follows:

Temporary

differences

between

book-basis

and

tax-basis

components

of

total

distributable

earnings

(loss)

arise

when

certain

items

of

income,

gain,

or

loss

are

recognized

in

different

periods

for

financial

statement

purposes

versus

for

tax

purposes;

these

differences

will

reverse

in

a

subsequent

reporting

period.

The

temporary

differences

relate

primarily

to

the

deferral

of

losses

from

wash

sales

and

the

realization

of

gains/losses

on

passive

foreign

investment

companies.

The

loss

carryforwards

and

deferrals

primarily

relate

to

late-year

ordinary

loss

deferrals. The

fund

has

elected

to

defer

certain

losses

to

the

first

day

of

the

following

fiscal

year

for

late-year

ordinary

loss

deferrals.

NOTE

5

-

FOREIGN  TAXES

The

fund

is

subject

to

foreign

income

taxes

imposed

by

certain

countries

in

which

it

invests.

Additionally,

capital

gains

realized

upon

disposition

of

securities

issued

in

or

by

certain

foreign

countries

are

subject

to

capital

gains

tax

imposed

by

those

countries.

All

taxes

are

computed

in

accordance

with

the

applicable

foreign

tax

law,

and,

to

the

extent

permitted,

capital

losses

are

used

to

offset

capital

gains.

Taxes

attributable

to

($000s)

Cost

of

investments

$

5,319,113‌

Unrealized

appreciation

$

1,938,591‌

Unrealized

depreciation

(573,606‌)

Net

unrealized

appreciation

(depreciation)

$

1,364,985‌

($000s)

Undistributed

long-term

capital

gain

$

36,416‌

Net

unrealized

appreciation

(depreciation)

1,364,985‌

Loss

carryforwards

and

deferrals

(1,055‌)

Total

distributable

earnings

(loss)

$

1,400,346‌

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

44

income

are

accrued

by

the

fund

as

a

reduction

of

income.

Current

and

deferred

tax

expense

attributable

to

capital

gains

is

reflected

as

a

component

of

realized

or

change

in

unrealized

gain/loss

on

securities

in

the

accompanying

financial

statements.

To

the

extent

that

the

fund

has

country

specific

capital

loss

carryforwards,

such

carryforwards

are

applied

against

net

unrealized

gains

when

determining

the

deferred

tax

liability.

Any

deferred

tax

liability

incurred

by

the

fund

is

included

in

either

Other

liabilities

or

Deferred

tax

liability

on

the

accompanying

Statement

of

Assets

and

Liabilities.

NOTE

6

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

(Price

Group).

The

investment

management

agreement

between

the

fund

and

Price

Associates

provides

for

an

annual

investment

management

fee,

which

is

computed

daily

and

paid

monthly. The

fee

consists

of

an

individual

fund

fee,

equal

to

0.35%

of

the

fund’s

average

daily

net

assets,

and

a

group

fee.

The

group

fee

rate

is

calculated

based

on

the

combined

net

assets

of

certain

mutual

funds

sponsored

by

Price

Associates

(the

group)

applied

to

a

graduated

fee

schedule,

with

rates

ranging

from

0.48%

for

the

first

$1

billion

of

assets

to

0.260%

for

assets

in

excess

of

$845

billion.

The

fund’s

group

fee

is

determined

by

applying

the

group

fee

rate

to

the

fund’s

average

daily

net

assets. At

December

31,

2022,

the

effective

annual

group

fee

rate

was

0.29%.

The

I

Class

is

subject

to

an

operating

expense

limitation

(I

Class

Limit)

pursuant

to

which

Price

Associates

is

contractually

required

to

pay

all

operating

expenses

of

the

I

Class,

excluding

management

fees;

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage; non-recurring,

extraordinary expenses; and

acquired

fund

fees

and

expenses, to

the

extent

such

operating

expenses,

on

an

annualized

basis,

exceed

the

I

Class

Limit. This

agreement

will

continue

through

the

expense

limitation

date

indicated

in

the

table

below,

and

may

be

renewed,

revised,

or

revoked

only

with

approval

of

the

fund’s

Board.

The

I

Class

is

required

to

repay

Price

Associates

for

expenses

previously

paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

operating

expenses

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

I

Class

Limit

in

place

at

the

time

such

amounts

were

paid;

or

(2)

the

current

I

Class

Limit.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

45

In

addition,

the

fund

has

entered

into

service

agreements

with

Price

Associates

and

two

wholly

owned

subsidiaries

of

Price

Associates,

each

an

affiliate

of

the

fund

(collectively,

Price).

Price

Associates

provides

certain

accounting

and

administrative

services

to

the

fund.

T.

Rowe

Price

Services,

Inc.

provides

shareholder

and

administrative

services

in

its

capacity

as

the

fund’s

transfer

and

dividend-disbursing

agent.

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

provides

subaccounting

and

recordkeeping

services

for

certain

retirement

accounts

invested

in

the

Investor

Class

and

Advisor Class.

For

the

year ended

December

31,

2022,

expenses

incurred

pursuant

to

these

service

agreements

were

$102,000 for

Price

Associates;

$1,314,000 for

T.

Rowe

Price

Services,

Inc.;

and

$191,000 for

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

All

amounts

due

to

and

due

from

Price,

exclusive

of

investment

management

fees

payable,

are

presented

net

on

the

accompanying

Statement

of

Assets

and

Liabilities.

The fund

may

invest

its

cash

reserves

in

certain

open-end

management

investment

companies

managed

by

Price

Associates

and

considered

affiliates

of

the

fund:

the

T.

Rowe

Price

Government

Reserve

Fund

or

the

T.

Rowe

Price

Treasury

Reserve

Fund,

organized

as

money

market

funds

(together,

the

Price

Reserve

Funds).

The

Price

Reserve

Funds

are

offered

as

short-term

investment

options

to

mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

and

are

not

available

for

direct

purchase

by

members

of

the

public.

Cash

collateral

from

securities

lending,

if

any,

is

invested

in

the

T.

Rowe

Price

Government

Reserve Fund. The

Price

Reserve

Funds

pay

no

investment

management

fees.

The

fund may

participate

in

securities

purchase

and

sale

transactions

with

other

funds

or

accounts

advised

by

Price

Associates

(cross

trades),

in

accordance

with

procedures

adopted

by the

fund’s

Board

and

Securities

and

Exchange

Commission

rules,

which

require,

among

other

things,

that

such

purchase

and

sale

cross

trades

be

effected

at

the

independent

current

market

price

of

the

security.

During

the

year ended

December

31,

2022,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

I

Class

Expense

limitation/I

Class

Limit

0.05%

Expense

limitation

date

04/30/24

(Waived)/repaid

during

the

period

($000s)

$—

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

46

Price

Associates

has

voluntarily

agreed

to

reimburse

the

fund

from

its

own

resources

on

a

monthly

basis

for

the

cost

of

investment

research

embedded

in

the

cost

of

the

fund’s

securities

trades.

This

agreement

may

be

rescinded

at

any

time.

For

the

year ended

December

31,

2022,

this

reimbursement

amounted

to

$105,000,

which

is

included

in

Net

realized

gain

(loss)

on

Securities

in

the

Statement

of

Operations.

NOTE

7

-

OTHER

MATTERS

Unpredictable

events

such

as

environmental

or

natural

disasters,

war,

terrorism,

pandemics,

outbreaks

of

infectious

diseases,

and

similar

public

health

threats

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

the fund

invests.

Certain

events

may

cause

instability

across

global

markets,

including

reduced

liquidity

and

disruptions

in

trading

markets,

while

some

events

may

affect

certain

geographic

regions,

countries,

sectors,

and

industries

more

significantly

than

others,

and

exacerbate

other

pre-existing

political,

social,

and

economic

risks.

Since

2020,

a

novel

strain

of

coronavirus

(COVID-19)

has

resulted

in

disruptions

to

global

business

activity

and

caused

significant

volatility

and

declines

in

global

financial

markets.

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict

leading

to

economic

sanctions

being

imposed

on

Russia

and

certain

of

its

citizens,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

These

are

recent

examples

of

global

events

which

may

have

a

negative

impact

on

the

values

of

certain

portfolio

holdings

or

the

fund’s

overall

performance.

Management

is

actively

monitoring

the

risks

and

financial

impacts

arising

from

these

events.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

47

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Directors

of

T.

Rowe

Price

Quantitative

Management

Funds,

Inc.

and

Shareholders

of

T.

Rowe

Price

QM

U.S.

Small-Cap

Growth

Equity

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

portfolio

of

investments,

of

T.

Rowe

Price

QM

U.S.

Small-Cap

Growth

Equity

Fund

(one

of

the

funds

constituting

T.

Rowe

Price

Quantitative

Management

Funds,

Inc.,

referred

to

hereafter

as

the

"Fund")

as

of

December

31,

2022,

the

related

statement

of

operations

for

the

year

ended

December

31,

2022,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2022,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

December

31,

2022

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

December

31,

2022,

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2022

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

December

31,

2022

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

48

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2022

by

correspondence

with

the

custodian,

transfer

agent

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.   

PricewaterhouseCoopers

LLP

Baltimore,

Maryland

February

16,

2023

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

T.

Rowe

Price

group

of

investment

companies

since

1973.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

(continued)

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

49

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 12/31/22

We

are

providing

this

information

as

required

by

the

Internal

Revenue

Code.

The

amounts

shown

may

differ

from

those

elsewhere

in

this

report

because

of

differences

between

tax

and

financial

reporting

requirements.

The

fund’s

distributions

to

shareholders

included

$254,455,000 from

long-term

capital

gains,

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

For

taxable

non-corporate

shareholders,

$36,167,000 of

the

fund's

income

represents

qualified

dividend

income

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

For

corporate

shareholders,

$35,264,000

of

the

fund's

income

qualifies

for

the

dividends-

received

deduction.  

INFORMATION

ON

PROXY

VOTING

POLICIES,

PROCEDURES,

AND

RECORDS

A

description

of

the

policies

and

procedures

used

by

T.

Rowe

Price

funds

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

is

available

in

each

fund’s

Statement

of

Additional

Information.

You

may

request

this

document

by

calling

1-800-225-5132

or

by

accessing

the

SEC’s

website,

sec.gov.

The

description

of

our

proxy

voting

policies

and

procedures

is

also

available

on

our

corporate

website.

To

access

it,

please

visit

the

following

Web

page:

https://www.troweprice.com/corporate/us/en/utility/policies.html

Scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Guidelines.”

Click

on

the

links

in

the

shaded

box.

Each

fund’s

most

recent

annual

proxy

voting

record

is

available

on

our

website

and

through

the

SEC’s

website.

To

access

it

through

T.

Rowe

Price,

visit

the

website

location

shown

above,

and

scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Records.”

Click

on

the

Proxy

Voting

Records

link

in

the

shaded

box.

HOW

TO

OBTAIN

QUARTERLY

PORTFOLIO

HOLDINGS

The

fund

files

a

complete

schedule

of

portfolio

holdings

with

the

Securities

and

Exchange

Commission

(SEC)

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

its

reports

on

Form

N-PORT.

The

fund’s

reports

on

Form

N-PORT

are

available

electronically

on

the

SEC’s

website

(sec.gov).

In

addition,

most

T.

Rowe

Price

funds

disclose

their

first

and

third

fiscal

quarter-end

holdings

on

troweprice.com

.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

50

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

In

accordance

with

Rule

22e-4

(Liquidity

Rule)

under

the

Investment

Company

Act

of

1940,

as

amended,

the

fund

has

established

a

liquidity

risk

management

program

(Liquidity

Program)

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk,

which

generally

represents

the

risk

that

the

fund

would

not

be

able

to

meet

redemption

requests

without

significant

dilution

of

remaining

investors’

interests

in

the

fund.

The

fund’s

Board

of

Directors

(Board)

has

appointed

the

fund’s

investment

adviser,

T.

Rowe

Price

Associates,

Inc.

(Adviser),

as

the

administrator

of

the

Liquidity

Program.

As

administrator,

the

Adviser

is

responsible

for

overseeing

the

day-to-day

operations

of

the

Liquidity

Program

and,

among

other

things,

is

responsible

for

assessing,

managing,

and

reviewing

with

the

Board

at

least

annually

the

liquidity

risk

of

each

T.

Rowe

Price

fund.

The

Adviser

has

delegated

oversight

of

the

Liquidity

Program

to

a

Liquidity

Risk

Committee

(LRC),

which

is

a

cross-functional

committee

composed

of

personnel

from

multiple

departments

within

the

Adviser.

The

Liquidity

Program’s

principal

objectives

include

supporting

the

T.

Rowe

Price

funds’

compliance

with

limits

on

investments

in

illiquid

assets

and

mitigating

the

risk

that

the

fund

will

be

unable

to

timely

meet

its

redemption

obligations.

The

Liquidity

Program

also

includes

a

number

of

elements

that

support

the

management

and

assessment

of

liquidity

risk,

including

an

annual

assessment

of

factors

that

influence

the

fund’s

liquidity

and

the

periodic

classification

and

reclassification

of

a

fund’s

investments

into

categories

that

reflect

the

LRC’s

assessment

of

their

relative

liquidity

under

current

market

conditions.

Under

the

Liquidity

Program,

every

investment

held

by

the

fund

is

classified

at

least

monthly

into

one

of

four

liquidity

categories

based

on

estimations

of

the

investment’s

ability

to

be

sold

during

designated

time

frames

in

current

market

conditions

without

significantly

changing

the

investment’s

market

value.

As

required

by

the

Liquidity

Rule,

at

a

meeting

held

on

July

25,

2022,

the

Board

was

presented

with

an

annual

assessment

prepared

by

the

LRC,

on

behalf

of

the

Adviser,

that

addressed

the

operation

of

the

Liquidity

Program

and

assessed

its

adequacy

and

effectiveness

of

implementation,

including

any

material

changes

to

the

Liquidity

Program

and

the

determination

of

each

fund’s

Highly

Liquid

Investment

Minimum

(HLIM).

The

annual

assessment

included

consideration

of

the

following

factors,

as

applicable:

the

fund’s

investment

strategy

and

liquidity

of

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

including

whether

the

investment

strategy

is

appropriate

for

an

open-end

fund,

the

extent

to

which

the

strategy

involves

a

relatively

concentrated

portfolio

or

large

positions

in

particular

issuers,

and

the

use

of

borrowings

for

investment

purposes

and

derivatives;

short-term

and

long-term

cash

flow

projections

covering

both

normal

and

reasonably

foreseeable

stressed

conditions;

and

holdings

of

cash

and

cash

equivalents,

as

well

as

available

borrowing

arrangements.

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

51

For

the

fund

and

other

T.

Rowe

Price

funds,

the

annual

assessment

incorporated

a

report

related

to

a

fund’s

holdings,

shareholder

and

portfolio

concentration,

any

borrowings

during

the

period,

cash

flow

projections,

and

other

relevant

data

for

the

period

of

April

1,

2021,

through

March

31,

2022.

The

report

described

the

methodology

for

classifying

a

fund’s

investments

(including

any

derivative

transactions)

into

one

of

four

liquidity

categories,

as

well

as

the

percentage

of

a

fund’s

investments

assigned

to

each

category.

It

also

explained

the

methodology

for

establishing

a

fund’s

HLIM

and

noted

that

the

LRC

reviews

the

HLIM

assigned

to

each

fund

no

less

frequently

than

annually.

During

the

period

covered

by

the

annual

assessment,

the

LRC

has

concluded,

and

reported

to

the

Board,

that

the

Liquidity

Program

continues

to

operate

adequately

and

effectively

and

is

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk.

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

(continued)

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

52

ABOUT

THE

FUND'S

DIRECTORS

AND

OFFICERS

Your

fund

is

overseen

by

a

Board

of

Directors

(Board)

that

meets

regularly

to

review

a

wide

variety

of

matters

affecting

or

potentially

affecting

the

fund,

including

performance,

investment

programs,

compliance

matters,

advisory

fees

and

expenses,

service

providers,

and

business

and

regulatory

affairs.

The

Board

elects

the

fund’s

officers,

who

are

listed

in

the

final

table.

The

directors

who

are

also

employees

or

officers

of

T.

Rowe

Price

are

considered

to

be

“interested”

directors

as

defined

in

Section

2(a)(19)

of

the

1940

Act

because

of

their

relationships

with

T.

Rowe

Price

and

its

affiliates.

The

business

address

of

each

director

and

officer

is

100

East

Pratt

Street,

Baltimore,

Maryland

21202.

The

Statement

of

Additional

Information

includes

additional

information

about

the

fund

directors

and

is

available

without

charge

by

calling

a

T.

Rowe

Price

representative

at

1-800-638-5660.

INDEPENDENT

DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Teresa

Bryce

Bazemore

(1959)

2018

[205]

President

and

Chief

Executive

Officer,

Federal

Home

Loan

Bank

of

San

Francisco

(2021

to

present);

President,

Radian

Guaranty

(2008

to

2017);

Chief

Executive

Officer,

Bazemore

Consulting

LLC

(2018

to

2021);

Director,

Chimera

Investment

Corporation

(2017

to

2021);

Director,

First

Industrial

Realty

Trust

(2020

to

present);

Director,

Federal

Home

Loan

Bank

of

Pittsburgh

(2017

to

2019)

Ronald

J.

Daniels

(b)

(1959)

2018

[0]

President,

The

Johns

Hopkins

University

and

Professor,

Political

Science

Department,

The

Johns

Hopkins

University

(2009

to

present);

Director,

Lyndhurst

Holdings

(2015

to

present);

Director,

BridgeBio

Pharma,

Inc.

(2020

to

present)

Bruce

W.

Duncan

(1951)

2013

[205]

President,

Chief

Executive

Officer,

and

Director,

CyrusOne,

Inc.

(2020

to

2021);

Chief

Executive

Officer

and

Director

(2009

to

2016),

Chair

of

the

Board

(2016

to

2020),

and

President

(2009

to

2016),

First

Industrial

Realty

Trust,

owner

and

operator

of

industrial

properties;

Chair

of

the

Board

(2005

to

2016)

and

Director

(1999

to

2016),

Starwood

Hotels

&

Resorts,

a

hotel

and

leisure

company;

Member,

Investment

Company

Institute

Board

of

Governors

(2017

to

2019);

Member,

Independent

Directors

Council

Governing

Board

(2017

to

2019);

Senior

Advisor,

KKR

(2018

to

present);

Director,

Boston

Properties

(2016

to

present);

Director,

Marriott

International,

Inc.

(2016

to

2020)

Robert

J.

Gerrard,

Jr.

(1952)

2012

[205]

Advisory

Board

Member,

Pipeline

Crisis/Winning

Strategies,

a

collaborative

working

to

improve

opportunities

for

young

African

Americans

(1997

to

2016);

Chair

of

the

Board,

all

funds

(July

2018

to

present)

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

53

INTERESTED  DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Paul

F.

McBride

(1956)

2013

[205]

Advisory

Board

Member,

Vizzia

Technologies

(2015

to

present);

Board

Member,

Dunbar

Armored

(2012

to

2018)

Kellye

L.

Walker

(c)

(1966)

2021

[205]

Executive

Vice

President

and

Chief

Legal

Officer,

Eastman

Chemical

Company

(April

2020

to

present);

Executive

Vice

President

and

Chief

Legal

Officer,

Huntington

Ingalls

Industries,

Inc.

(January

2015

to

March

2020);

Director,

Lincoln

Electric

Company

(October

2020

to

present)

(a)

All

information

about

the

independent

directors

was

current

as

of

December

31,

2021,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

(b)

Effective

April

27,

2022,

Mr.

Daniels

resigned

from

his

role

as

an

independent

director

of

the

Price

Funds.

(c)

Effective

November

8,

2021,

Ms.

Walker

was

appointed

as

an

independent

director

of

the

Price

Funds.

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

David

Oestreicher

(1967)

2018

[205]

Director,

Vice

President,

and

Secretary,

T.

Rowe

Price,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.;

Director

and

Secretary,

T.

Rowe

Price

Investment

Management,

Inc.

(Price

Investment

Management);

Vice

President

and

Secretary,

T.

Rowe

Price

International

(Price

International);

Vice

President,

T.

Rowe

Price

Hong

Kong

(Price

Hong

Kong),

T. Rowe

Price

Japan

(Price

Japan),

and

T.

Rowe

Price

Singapore

(Price

Singapore);

General

Counsel,

Vice

President,

and

Secretary,

T.

Rowe

Price

Group,

Inc.;

Chair

of

the

Board,

Chief

Executive

Officer,

President,

and

Secretary,

T.

Rowe

Price

Trust

Company;

Principal

Executive

Officer

and

Executive

Vice

President,

all

funds

Robert

W.

Sharps,

CFA,

CPA

(b)

(1971)

2017

[0]

Director

and

Vice

President,

T.

Rowe

Price;

Director,

Price

Investment

Management;

Chief

Executive

Officer

and

President,

T.

Rowe

Price

Group,

Inc.;

Vice

President,

T.

Rowe

Price

Trust

Company

INDEPENDENT

DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

54

OFFICERS

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Eric

L.

Veiel,

CFA

(1972)

2022

[205]

Director

and

Vice

President,

T.

Rowe

Price;

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

(a)

All

information

about

the

interested

directors

was

current

as

of

January

1,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

(b)

Effective

February

3,

2022,

Mr.

Sharps

resigned

from

his

role

as

an

interested

director

of

the

Price

Funds.

Name

(Year

of

Birth)

Position

Held

With

Quantitative

Management

Funds,

Inc.

Principal

Occupation(s) 

Armando

(Dino)

Capasso

(1974)

Chief

Compliance

Officer

Chief

Compliance

Officer

and

Vice

President,

T.

Rowe

Price

and

Price

Investment

Management;

Vice

President,

T.

Rowe

Price

Group,

Inc.;

formerly,

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

AST

Investment

Services,

Inc.

(ASTIS)

(to

2022);

Chief

Compliance

Officer,

PGIM

Retail

Funds

complex

and

Prudential

Insurance

Funds

(to

2022);

Vice

President

and

Deputy

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

ASTIS

(to

2019);

Senior

Vice

President

and

Senior

Counsel,

Pacific

Investment

Management

Company

LLC

(to

2017) 

David

Corris

(1975)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.;

formerly,

Head

of

Disciplined

Equities

and

Portfolio

Manager,

Bank

of

Montreal

Global

Asset

Management

(to

2021)

Alan

S.

Dupski,

CPA

(1982)

Principal

Financial

Officer,

Vice

President,

and

Treasurer

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Pengquin

George

Gao

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

INTERESTED  DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

QM

U.S.

Small-Cap

Growth

Equity

Fund

55

Name

(Year

of

Birth)

Position

Held

With

Quantitative

Management

Funds,

Inc.

Principal

Occupation(s) 

Gary

J.

Greb

(1961)

Vice

President

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

Price

International,

and

T.

Rowe

Price

Trust

Company

Cheryl

Hampton,

CPA

(1969)

Vice

President

Vice

President,

T.

Rowe

Price;

formerly,

Tax

Director,

Invesco

Ltd.

(to

2021);

Vice

President,

Oppenheimer

Funds,

Inc.

(to

2019)

Prashant

G.

Jeyaganesh

(1983)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Vidya

Kadiyam

(1980)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Benjamin

Kersse,

CPA

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

Paul

J.

Krug,

CPA

(1964)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Rinald

Murataj,

Ph.D.

(1989)

Vice

President

Vice

President,

T.

Rowe

Price;

formerly,

student

and

Alpha

Researcher,

Cornell

University

(to

2018)

Sudhir

Nanda,

Ph.D.,

CFA

(1959)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Fran

M.

Pollack-Matz

(1961)

Vice

President

and

Secretary 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Investment

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.

Jordan

S.

Pryor

(1991)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Shannon

H.

Rauser

(1987)

Assistant

Secretary 

Assistant

Vice

President,

T.

Rowe

Price

Peter

Stournaras

(1973)

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.;

formerly,

Managing

Director,

Chief

Portfolio

Strategist,

JP

Morgan

Private

Bank

(to

2020);

Private

Consultant

and

Advisor,

Pteleos

Consulting

(to

2018)

Megan

Warren

(1968)

Vice

President

OFAC

Sanctions

Compliance

Officer

and

Vice

President,

Price

Investment

Management;

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

T.

Rowe

Price

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

Rowe

Price

Investment

Services,

Inc.

|

100

East

Pratt

Street

|

Baltimore,

MD

21202-1009

You

have

many

investment

goals.

Explore

products

and

services

that

can

help

you

achieve

them.

Whether

you

want

to

put

away

more

money

for

retirement,

for

a

child’s

education,

or

for

other

priorities,

we

have

solutions

for

you.

See

how

we

can

help

you

accomplish

the

investment

goals

that

are

important

to

you.

RETIREMENT

IRAs:

Traditional,

Roth,

Rollover/Transfer,

or

Brokerage

Small

Business

Plans

help

minimize

taxes,

maximize

savings

T.

Rowe

Price

®

ActivePlus

Portfolios

1

for

online

investing

powered

by

experts

GENERAL

INVESTING

Individual

or

Joint

Tenant

Brokerage

2

offers

access

to

stocks,

ETFs,

bonds,

and

more

Gifts

and

transfers

to

a

child

(UGMA/UTMAs)

Trust

Transfer

on

Death

COLLEGE

SAVINGS

T.

Rowe

Price-managed

529

plans

offer

tax-

advantaged

solutions

for

families

saving

money

for

college

tuition

and

education-

related

expenses

Visit

troweprice.com/broadrange

Call

1-800-225-5132

to

request

a

prospectus

or

summary

prospectus;

each

includes

investment

objectives,

risks,

fees,

expenses,

and

other

information

that

you

should

read

and

consider

carefully

before

investing.

All

mutual

funds

are

subject

to

market

risk,

including

possible

loss

of

principal.

Investing

internationally

involves

special

risks

including

economic

and

political

uncertainty

and

currency

fluctuation.

1

The

T.

Rowe

Price

®

ActivePlus

Portfolios

is

a

discretionary

investment

management

program

provided

by

T.

Rowe

Price

Advisory

Services,

Inc.,

a

registered

investment

adviser

under

the

Investment

Advisers

Act

of

1940.

Brokerage

services

are

provided

by

T.

Rowe

Price

Investment

Services,

Inc.,

member

FINRA/SIPC.

Brokerage

accounts

are

carried

by

Pershing

LLC,

a

BNY

Mellon

Company,

member

NYSE/FINRA/SIPC.

T.

Rowe

Price

Advisory

Services,

Inc.,

and

T.

Rowe

Price

Investment

Services,

Inc.,

are

affiliated

companies.

2

Brokerage

services

are

provided

by

T.

Rowe

Price

Investment

Services,

Inc.,

member

FINRA/SIPC.

Brokerage

accounts

are

carried

by

Pershing

LLC,

a

BNY

Mellon

Company,

member

NYSE/FINRA/SIPC.

202302-2582769

F120-050

2/23

Item 1. (b) Notice pursuant to Rule 30e-3.

Not applicable.

Item 2. Code of Ethics.

The registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Directors has determined that Ms. Teresa Bryce Bazemore qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Bazemore is considered independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) – (d)    Aggregate fees billed for the last two fiscal years for professional services rendered to, or on behalf of, the registrant by the registrant’s principal accountant were as follows:

	2022		2021
Audit Fees	$	21,734	$	21,172
Audit-Related Fees		-		-
Tax Fees		-		1,540
All Other Fees		-		-

Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant’s financial statements and specifically include the issuance of a report on internal controls and, if applicable, agreed-upon procedures related to fund acquisitions. Tax fees include amounts related to services for tax compliance, tax planning, and tax advice. The nature of these services specifically includes the review of distribution calculations and the preparation of Federal, state, and excise tax returns. All other fees include the registrant’s pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant’s Board of Directors/Trustees.

(e)(1) The registrant’s audit committee has adopted a policy whereby audit and non-audit services performed by the registrant’s principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted.

  (2) No services included in (b) – (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $2,037,000 and $3,732,000, respectively.

(h) All non-audit services rendered in (g) above were pre-approved by the registrant’s audit committee. Accordingly, these services were considered by the registrant’s audit committee in maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There has been no change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

(b) The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)(1)	The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is attached.
(2)	Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.
(3)	Written solicitation to repurchase securities issued by closed-end companies: not applicable.
(b)	A certification by the registrant’s principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

T. Rowe Price Quantitative Management Funds, Inc.

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 16, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 16, 2023
By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	February 16, 2023