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

TQSMX

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

TQSAX

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund–

Advisor Class

TQSIX

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund–I Class

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

HIGHLIGHTS

Small-

and

mid-cap

stocks

rose

in

the

second

half

of

2022,

paring

their

significant

first-half

losses.

Your

fund,

which

is

a

blend

of

small-

and

mid-cap

growth

and

value

stocks,

outperformed

its

Russell

benchmark

and

Lipper

peer

group

index

by

considerable

margins.

Stock

selection

in

most

sectors,

but

especially

industrials

and

business

services,

consumer

discretionary,

and

information

technology,

drove

the

fund’s

outperformance

versus

the

Russell

2500

Index.

Various

portfolio

characteristics

reflect

our

preference

for

companies

that

are

higher

in

quality

and

have

valuations

that

are

more

reasonable

than

those

in

the

Russell

benchmark.

We

should

expect

low

equity

market

returns

in

the

foreseeable

future,

with

stocks

of

lower-quality

companies

likely

to

remain

under

pressure,

while

high-quality

companies

with

a

solid

financial

profile

should

continue

outperforming.

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

&

Mid-Cap

Core

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

&

Mid-Cap

Core

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

&

Mid-Cap

Core

Equity

Fund

Management’s

Discussion

of

Fund

Performance

3

INVESTMENT

OBJECTIVE 

The

fund

seeks

long-term

growth

of

capital.

FUND

COMMENTARY

How

did

the

fund

perform

in

the

past 12

months?

Small-

and

mid-cap

stocks

rose

in

the

second

half

of

2022,

paring

their

significant

first-half

losses.

For

the

full

year,

value

stocks

declined

but

strongly

outperformed

their

growth

counterparts

across

all

market

capitalizations.

Your

fund,

which

is

a

blend

of

small-

and

mid-cap

growth

and

value

stocks,

returned

-13.10%

in

2022.

As

shown

in

the

Performance

Comparison

table,

it

outperformed

its

benchmark,

the

Russell

2500

Index,

by

a

considerable

margin.

It

also

outperformed

its

Lipper

peer

group

index

even

more

significantly—by

more

than

1,300

basis

points.

Lipper

currently

classifies

the

fund

as

a

small-

cap

growth

portfolio,

but

we

have

not

changed

our

investment

approach.

(Performance

for

the

fund’s

Advisor

and

I

Class

shares

will

vary

due

to

different

fee

structures.

Past

performance

cannot

guarantee

future

results.

)

What

factors

influenced

the

fund’s

performance?

Stock

selection

in

most

sectors,

but

especially

industrials

and

business

services,

consumer

discretionary,

and

information

technology,

drove

the

fund’s

outperformance

versus

the

Russell

benchmark.

On

the

other

hand,

stock

choices

and

an

underweighting

in

the

utilities

sector—which

held

up

much

better

than

the

broad

market

for

the

year—detracted

slightly

from

relative

results.

While

a

small

underweight

in

the

top-performing

energy

sector

also

detracted,

favorable

stock

selection

in

the

sector

partially

offset

this

negative.

In

the

industrials

and

business

services

sector,

avoiding

some

companies

that

fell

sharply

contributed

to

our

relative

performance.

Also,

several

of

our

holdings

produced

strong

positive

returns.

These

include

Parsons,

a

leading

provider

of

technology-driven

solutions

in

the

defense,

intelligence,

PERFORMANCE

COMPARISON

Total

Return

Periods

Ended

12/31/22

6

Months

12

Months

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

–

.

6.64‌%

-13.10‌%

QM

U.S.

Small

&

Mid-

Cap

Core

Equity

Fund–

.

Advisor  Class

6.41‌

-13.40‌

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund–

.

I  Class

6.68‌

-12.99‌

Russell

2500

Index

4.40‌

-18.37‌

Lipper

Small-Cap

Growth

Funds

Index

2.63‌

-26.54‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

4

and

critical

infrastructure

markets;

Comfort

Systems

USA,

a

provider

of

services

for

mechanical,

electrical,

and

plumbing

building

systems;

Leidos

Holdings,

a

defense,

aviation,

and

information

technology

company;

and

CACI

International,

an

information

technology

services

company

that

provides

services

to

the

federal

government,

especially

national

security

and

defense

agencies.

(Please

refer

to

the

portfolio

of

investments

for

a

complete

list

of

holdings

and

the

amount

each

represents

in

the

portfolio.)

The

consumer

discretionary

sector

struggled

throughout

2022

as

consumer

activity

was

challenged

by

inflation

and,

as

interest

rates

increased,

expectations

for

an

economic

slowdown.

Nevertheless,

our

stock

selection

helped

the

fund’s

performance.

Some

of

our

largest

relative

performance

contributors

in

the

sector

were

Deckers

Outdoor,

a

designer

and

manufacturer

of

footwear,

including

the

popular

UGG

brand;

retailer

Kohl’s,

which

we

eliminated;

and

Asbury

Automotive,

one

of

the

largest

owners

and

operators

of

new

vehicle

dealerships.

Our

stock

choices

in

the

hard-hit

information

technology

sector

also

made

an

important

contribution

to

relative

results.

Not

owning

some

poor-performing

tech

companies

was

beneficial.

One

of

our

most

significant

contributors

was

Fair

Isaac,

which

provides

companies

with

analytic,

software,

and

data

management

products

and

services

that

enable

its

customers

to

make

critical

business

decisions.

Our

stake

in

Belden,

an

industrial

cabling

and

connectivity

company,

also

produced

gains.

The

company

under

relatively

new

management

has

been

divesting

some

assets

and

made

improvements

in

the

core

business,

yet

we

believe

the

stock

remains

attractively

valued.

Conversely,

stock

selection

and

an

underweight

in

the

utilities

sector—one

of

the

smallest

sectors

in

our

opportunity

set—detracted

from

the

portfolio’s

relative

performance.

Not

owning

a

number

of

utilities

stocks

that

appreciated

was

disadvantageous.

Also,

our

stake

in

NRG

Energy,

which

sells

power,

natural

gas,

and

home

and

power

services

under

a

variety

of

brand

names,

fell

sharply

late

in

the

year.

The

company

agreed

to

acquire

Vivint

Smart

Home

for

$2.8

billion

in

cash

and

assume

$2.4

billion

in

debt.

In

the

top-performing

but

relatively

small

energy

sector,

our

below-benchmark

exposure

limited

our

potential

gains.

However,

several

of

our

holdings

produced

excellent

returns,

including

Nextier

Oilfield

Solutions,

which

we

eliminated;

Oceaneering

International,

which

provides

engineered

services

and

products

and

robotic

solutions

to

the

offshore

energy

industry

and

to

aerospace

and

defense

companies;

and

TechnipFMC,

the

market

leader

in

subsea

oil

services,

which

we

added

to

the

portfolio

in

the

second

half

of

the

year.

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

5

How

is

the

fund

positioned?

By

comparing

some

of

the

portfolio’s

characteristics

with

those

of

our

benchmark,

we

can

demonstrate

our

preference

for

companies

with

more

reasonable

valuations

and

higher

quality.

For

example,

the

fund’s

12-month

forward

price/earnings

(P/E)

ratio

(13.8)

was

materially

lower

than

that

of

the

index

(17.8),

while

its

return

on

equity

(ROE)

was

materially

higher

(18.8%)

than

that

of

the

benchmark

(13.8%).

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.

We

seek

companies

whose

growth

we

believe

is

sustainable,

and

other

portfolio

metrics

indicate

our

preference

for

companies

whose

earnings

growth

is

at

least

comparable

to

that

of

their

benchmark

peers.

At

the

end

of

2022,

the

historical

earnings

growth

rate

of

our

holdings

(16.9%)

was

notably

higher

than

that

in

the

benchmark

(11.7%),

while

the

projected

earnings

growth

rate

of

our

holdings

(10.0%)

practically

matched

that

of

the

index

(10.1%).

The

portfolio’s

sector

allocations

are

usually

in

line

with

those

of

the

Russell

2500

Index,

as

we

believe

sector

neutrality

helps

us

avoid

risks

due

to

large

moves

in

any

individual

sector.

However,

there

were

some

notable

differences

as

of

December

31.

Our

largest

allocations

were

industrials

and

business

services

and

information

technology;

these

were

also

our

largest

overweights

versus

the

benchmark,

reflecting

the

investment

opportunities

we

have

identified

by

our

analysis

and

rankings.

Our

financials

and

health

care

commitments

were

also

substantial,

though

we

underweighted

the

former

and

overweighted

the

latter.

We

are

also

underweighting

the

utilities

and

real

estate

sectors,

as

investment

opportunities

in

those

sectors

generally

seem

less

attractive.

SECTOR

DIVERSIFICATION

As

of

12/31/22

QM

U.S.

Small

&

Mid-

Cap

Core

Equity

Fund

Russell

2500

Index

Industrials

and

Business

Services

19.9‌%

17.9‌%

Information

Technology

15.9‌

13.7‌

Financials

14.4‌

16.1‌

Health

Care

14.4‌

12.9‌

Consumer

Discretionary

10.6‌

11.3‌

Materials

6.1‌

5.8‌

Real

Estate

5.9‌

8.0‌

Energy

5.0‌

5.3‌

Consumer

Staples

2.7‌

3.4‌

Communication

Services

2.4‌

2.5‌

Utilities

1.9‌

3.1‌

Other

and

Reserves

0.8‌

0.0‌

Total

100.0‌%

100.0‌%

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

6

Since

the

end

of

June,

we

added

a

number

of

holdings

to

the

fund

that

screened

well

in

our

quantitative

analysis,

while

trimming

or

eliminating

stocks

with

declining

rankings

or

elevated

valuations.

In

the

energy

sector,

for

example,

we

established

stakes

in

oil

and

natural

gas

exploration

and

production

(E&P)

company

Ovintiv;

Targa

Resources,

an

oil

and

gas

gathering

and

processing

company

with

an

integrated

system

of

pipelines

and

other

critical

energy

infrastructure

in

the

Permian

Basin;

TechnipFMC,

whose

business

should

improve

as

spending

on

offshore

exploration

increases;

and

SM

Energy,

which

engages

in

acquisition,

exploitation,

exploration,

and

production

activities.

However,

we

eliminated

E&P

company

Devon

Energy,

which

projected

that

it

would

increase

capital

spending

and

have

lower-than-anticipated

fourth-

quarter

production;

Magnolia

Oil

&

Gas,

an

E&P

company

operating

primarily

in

southern

Texas;

and

Texas

Pacific

Land,

which

receives

royalties

from

oil

extracted

and

water

resources

used

by

E&P

companies

on

its

land

in

the

Permian

basin.

In

consumer

discretionary,

we

eliminated

shoe

store

operator

Foot

Locker;

flooring

retailer

Floor

&

Decor

Holdings;

restaurant

operator

Darden

Restaurants;

racetrack

operator

Churchill

Downs;

and

Capri

Holdings,

the

global

fashion

and

accessories

group

that

owns

the

Michael

Kors,

Versace,

and

Jimmy

Choo

brands.

However,

we

added

department

store

operator

Macy’s

and

casino

operator

MGM

Resorts

International

to

the

portfolio.

The

latter

owns

and

operates

a

number

of

resorts

in

Nevada,

but

it

also

has

a

relatively

new

property

in

Macau

and

should

benefit

from

increased

casino

visitations

and

growing

interest

in

online

gaming.

What

is

portfolio

management’s

outlook?

The

Federal

Reserve

is

committed

to

stamp

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

(GDP)

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

information

technology

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

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

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’s

forward

P/E

multiple

has

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

believe

companies

that

are

cheaper

on

cash

flow

metrics

will

have

an

advantage.

While

the

investment

landscape

has

dramatically

changed

due

to

elevated

inflation

and

aggressive

Fed

tightening,

and

while

volatility

since

the

beginning

of

the

pandemic

has

been

extraordinary

at

times,

we

can

assure

you

that

our

longstanding

investment

strategy

and

stock

selection

process

remain

the

same.

We

continue

to

look

for

high-quality

stocks

of

small-

and

mid-cap

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

&

Mid-Cap

Core

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

small-

and

medium-sized

companies,

its

share

price

could

be

more

volatile

than

that

of

a

fund

that

is

exposed

to

only

large

companies.

Small-

and

medium-sized

companies

often

have

less

experienced

management,

narrower

product

lines,

more

limited

financial

resources,

and

less

publicly

available

information

than

larger

companies.

Smaller

companies

may

have

limited

trading

markets

and

tend

to

be

more

sensitive

to

changes

in

overall

economic

conditions.

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.

BENCHMARK

INFORMATION

Note:

London

Stock

Exchange

Group

plc

and

its

group

undertakings

(collectively,

the

“LSE

Group”).

©

LSE

Group

2023.

FTSE

Russell

is

a

trading

name

of

certain

of

the

LSE

Group

companies.  “Russell

®

” is/are

a

trademark(s)

of

the

relevant

LSE

Group

companies

and

is/are

used

by

any

other

LSE

Group

company

under

license.

All

rights

in

the

FTSE

Russell

indexes

or

data

vest

in

the

relevant

LSE

Group

company

which

owns

the

index

or

the

data.

Neither

LSE

Group

nor

its

licensors

accept

any

liability

for

any

errors

or

omissions

in

the

indexes

or

data

and

no

party

may

rely

on

any

indexes

or

data

contained

in

this

communication.

No

further

distribution

of

data

from

the

LSE

Group

is

permitted

without

the

relevant

LSE

Group

company’s

express

written

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

9

consent.

The

LSE

Group

does

not

promote,

sponsor

or

endorse

the

content

of

this

communication.

The

LSE

Group

is

not

responsible

for

the

formatting

or

configuration

of

this

material

or

for

any

inaccuracy

in

T.

Rowe

Price’s

presentation

thereof.

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.

BENCHMARK

INFORMATION

(continued)

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

10

PORTFOLIO

HIGHLIGHTS

TWENTY-FIVE

LARGEST

HOLDINGS

Percent

of

Net

Assets

12/31/22

Fair

Isaac

1.0‌%

Textron

0.9‌ 

Belden

0.8‌ 

Reliance

Steel

&

Aluminum

0.8‌ 

BJ's

Wholesale

Club

Holdings

0.7‌ 

Voya

Financial

0.7‌ 

Atkore

0.7‌ 

Select

Medical

Holdings

0.7‌ 

Deckers

Outdoor

0.7‌ 

PotlatchDeltic

0.7‌ 

PTC

0.7‌ 

Booz

Allen

Hamilton

Holding

0.7‌ 

Darling

Ingredients

0.7‌ 

Leidos

Holdings

0.7‌ 

Ovintiv

0.7‌ 

PDC

Energy

0.7‌ 

Liberty

Energy

0.6‌ 

Steel

Dynamics

0.6‌ 

Popular

0.6‌ 

Everest

Reinsurance

Holdings

0.6‌ 

Scholastic

0.6‌ 

Bruker

0.6‌ 

Genpact

0.6‌ 

Gaming

&

Leisure

Properties

0.6‌ 

Equitable

Holdings

0.6‌ 

Total

17.3‌%

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

&

Mid-Cap

Core

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

&

MID-CAP

CORE

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. 

*Lipper

data

as

of

2/29/16.

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

12

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

12/31/22

1

Year

5

Years

Since

Inception

2/26/16

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

–

.

-13.10‌%

6.53‌%

10.62‌%

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund–

.

Advisor  Class

-13.40‌

6.22‌

10.29‌

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund–

.

I  Class

-12.99‌

6.72‌

10.80‌

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

for

the

periods

shown

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

&

Mid-Cap

Core

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

&

Mid-Cap

Core

Equity

Fund

0.98‌%

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund–Advisor

Class

1.49‌ 

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund–I

Class

0.80‌ 

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

&

Mid-Cap

Core

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

&

MID-CAP

CORE

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

$1,066.40

$4.53

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.82

  4.43

Advisor

Class

Actual

  1,000.00

  1,064.10

  5.93

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.46

  5.80

I

Class

Actual

  1,000.00

  1,066.80

  3.59

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.73

  3.52

*

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

0.87%,

the

2

Advisor Class

was

1.14%,

and

the

3

I Class

was

0.69%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

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

$

21.39‌

$

17.81‌

$

16.08‌

$

12.50‌

$

14.31‌

Investment

activities

Net

investment

income

(1)(2)

0.11‌

0.02‌

0.13‌

0.07‌

0.09‌

Net

realized

and

unrealized

gain/

loss

(2.87‌)

3.86‌

1.75‌

3.70‌

(1.63‌)

Total

from

investment

activities

(2.76‌)

3.88‌

1.88‌

3.77‌

(1.54‌)

Distributions

Net

investment

income

(0.09‌)

(0.06‌)

(0.06‌)

(0.07‌)

(0.06‌)

Net

realized

gain

(0.98‌)

(0.24‌)

(0.09‌)

(0.12‌)

(0.21‌)

Total

distributions

(1.07‌)

(0.30‌)

(0.15‌)

(0.19‌)

(0.27‌)

NET

ASSET

VALUE

End

of

period

$

17.56‌

$

21.39‌

$

17.81‌

$

16.08‌

$

12.50‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(13.10‌)%

21.86‌%

11.69‌%

30.19‌%

(10.89‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.02‌%

0.98‌%

1.07‌%

1.10‌%

1.22‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.87‌%

0.87‌%

0.87‌%

0.87‌%

0.86‌%

Net

investment

income

0.57‌%

0.11‌%

0.85‌%

0.45‌%

0.59‌%

Portfolio

turnover

rate

50.2‌%

14.5‌%

31.1‌%

37.4‌%

24.5‌%

Net

assets,

end

of

period

(in

thousands)

$125,701

$177,412

$107,343

$104,247

$67,889

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

&

Mid-Cap

Core

Equity

Fund

Financial

Highlights

16

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

NET

ASSET

VALUE

Beginning

of

period

$

21.38‌

$

17.79‌

$

16.06‌

$

12.49‌

$

14.30‌

Investment

activities

Net

investment

income

(loss)

(1)(2)

0.06‌

(0.03‌)

0.07‌

0.03‌

0.05‌

Net

realized

and

unrealized

gain/

loss

(2.89‌)

3.86‌

1.76‌

3.69‌

(1.63‌)

Total

from

investment

activities

(2.83‌)

3.83‌

1.83‌

3.72‌

(1.58‌)

Distributions

Net

investment

income

(0.05‌)

—‌

(0.01‌)

(0.03‌)

(0.02‌)

Net

realized

gain

(0.98‌)

(0.24‌)

(0.09‌)

(0.12‌)

(0.21‌)

Total

distributions

(1.03‌)

(0.24‌)

(0.10‌)

(0.15‌)

(0.23‌)

NET

ASSET

VALUE

End

of

period

$

17.52‌

$

21.38‌

$

17.79‌

$

16.06‌

$

12.49‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(13.40‌)%

21.59‌%

11.38‌%

29.81‌%

(11.16‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.36‌%

1.49‌%

1.58‌%

1.72‌%

1.67‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

1.14‌%

1.14‌%

1.14‌%

1.14‌%

1.14‌%

Net

investment

income

(loss)

0.31‌%

(0.14‌)%

0.45‌%

0.18‌%

0.31‌%

Portfolio

turnover

rate

50.2‌%

14.5‌%

31.1‌%

37.4‌%

24.5‌%

Net

assets,

end

of

period

(in

thousands)

$355

$496

$689

$965

$632

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

&

Mid-Cap

Core

Equity

Fund

Financial

Highlights

17

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

$

21.47‌

$

17.87‌

$

16.10‌

$

12.50‌

$

14.31‌

Investment

activities

Net

investment

income

(1)(2)

0.15‌

0.07‌

0.18‌

0.10‌

0.13‌

Net

realized

and

unrealized

gain/

loss

(2.90‌)

3.87‌

1.74‌

3.70‌

(1.65‌)

Total

from

investment

activities

(2.75‌)

3.94‌

1.92‌

3.80‌

(1.52‌)

Distributions

Net

investment

income

(0.14‌)

(0.10‌)

(0.06‌)

(0.08‌)

(0.08‌)

Net

realized

gain

(0.98‌)

(0.24‌)

(0.09‌)

(0.12‌)

(0.21‌)

Total

distributions

(1.12‌)

(0.34‌)

(0.15‌)

(0.20‌)

(0.29‌)

NET

ASSET

VALUE

End

of

period

$

17.60‌

$

21.47‌

$

17.87‌

$

16.10‌

$

12.50‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(12.99‌)%

22.14‌%

11.92‌%

30.43‌%

(10.76‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.77‌%

0.80‌%

0.89‌%

0.94‌%

1.04‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.68‌%

0.68‌%

0.68‌%

0.69‌%

0.69‌%

Net

investment

income

0.82‌%

0.34‌%

1.23‌%

0.67‌%

0.89‌%

Portfolio

turnover

rate

50.2‌%

14.5‌%

31.1‌%

37.4‌%

24.5‌%

Net

assets,

end

of

period

(in

thousands)

$185,340

$74,737

$39,674

$10,470

$4,098

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

&

Mid-Cap

Core

Equity

Fund

December

31,

2022

18

Portfolio

of

Investments

‡

Shares

$

Value

(Cost

and

value

in

$000s)

‡

COMMON

STOCKS

99.2%

COMMUNICATION

SERVICES

2.3%

Diversified

Telecommunication

Services

0.1%

EchoStar,

Class

A  (1)

21,323‌

356‌

356‌

Interactive

Media

&

Services

0.2%

DHI

Group  (1)

49,155‌

260‌

Ziff

Davis  (1)

6,360‌

503‌

763‌

Media

2.0%

Interpublic

Group 

25,353‌

844‌

News,

Class

A 

83,383‌

1,518‌

Nexstar

Media

Group,

Class

A 

10,945‌

1,916‌

Scholastic 

50,527‌

1,994‌

6,272‌

Total

Communication

Services

7,391‌

CONSUMER

DISCRETIONARY

10.6%

Auto

Components

0.7%

BorgWarner 

21,460‌

864‌

Patrick

Industries 

20,210‌

1,224‌

2,088‌

Distributors

0.3%

LKQ 

18,125‌

968‌

968‌

Diversified

Consumer

Services

1.0%

Bright

Horizons

Family

Solutions  (1)

12,049‌

760‌

Service

Corp.

International 

17,417‌

1,204‌

Strategic

Education 

9,906‌

776‌

Stride  (1)

13,167‌

412‌

3,152‌

Hotels,

Restaurants

&

Leisure

3.3%

Bloomin'

Brands 

51,337‌

1,033‌

Boyd

Gaming 

25,258‌

1,377‌

Dine

Brands

Global 

13,782‌

890‌

Domino's

Pizza 

2,598‌

900‌

Everi

Holdings  (1)

47,563‌

683‌

Marriott

Vacations

Worldwide 

6,391‌

860‌

MGM

Resorts

International 

22,765‌

763‌

Red

Rock

Resorts,

Class

A 

32,796‌

1,312‌

Travel

+

Leisure 

28,286‌

1,030‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

19

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Wendy's 

64,045‌

1,450‌

10,298‌

Household

Durables

1.3%

KB

Home 

13,302‌

424‌

La-Z-Boy 

17,730‌

405‌

NVR  (1)

255‌

1,176‌

PulteGroup 

38,156‌

1,737‌

TopBuild  (1)

2,610‌

408‌

4,150‌

Leisure

Products

0.1%

Malibu

Boats,

Class

A  (1)

6,564‌

350‌

350‌

Multiline

Retail

0.2%

Macy's 

33,510‌

692‌

692‌

Specialty

Retail

2.2%

Academy

Sports

&

Outdoors 

25,757‌

1,353‌

Asbury

Automotive

Group  (1)

6,647‌

1,192‌

AutoNation  (1)

12,408‌

1,331‌

Bath

&

Body

Works 

24,688‌

1,040‌

Rent-A-Center 

14,823‌

334‌

Victoria's

Secret  (1)

7,782‌

279‌

Williams-Sonoma 

7,285‌

837‌

Zumiez  (1)

15,575‌

339‌

6,705‌

Textiles,

Apparel

&

Luxury

Goods

1.5%

Deckers

Outdoor  (1)

5,365‌

2,141‌

Kontoor

Brands  (2)

25,329‌

1,013‌

PVH 

13,014‌

919‌

Steven

Madden 

19,019‌

608‌

4,681‌

Total

Consumer

Discretionary

33,084‌

CONSUMER

STAPLES

2.7%

Beverages

0.6%

Coca-Cola

Consolidated 

3,464‌

1,775‌

1,775‌

Food

&

Staples

Retailing

1.3%

BJ's

Wholesale

Club

Holdings  (1)

34,821‌

2,304‌

Sprouts

Farmers

Market  (1)

17,180‌

556‌

U.S.

Foods

Holding  (1)

30,658‌

1,043‌

3,903‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

20

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Food

Products

0.8%

Darling

Ingredients  (1)

32,984‌

2,065‌

Post

Holdings  (1)

6,096‌

550‌

2,615‌

Total

Consumer

Staples

8,293‌

ENERGY

5.1%

Energy

Equipment

&

Services

1.8%

Liberty

Energy,

Class

A 

126,257‌

2,022‌

Nabors

Industries  (1)

2,440‌

378‌

Oceaneering

International  (1)

73,777‌

1,290‌

TechnipFMC  (1)

146,369‌

1,784‌

5,474‌

Oil,

Gas

&

Consumable

Fuels

3.3%

APA 

35,723‌

1,668‌

Diamondback

Energy 

10,133‌

1,386‌

ONEOK 

15,267‌

1,003‌

Ovintiv 

39,980‌

2,027‌

PDC

Energy 

31,891‌

2,024‌

SM

Energy 

36,908‌

1,285‌

Targa

Resources 

11,150‌

820‌

10,213‌

Total

Energy

15,687‌

FINANCIALS

14.4%

Banks

7.4%

Ameris

Bancorp 

17,785‌

839‌

BankUnited 

28,119‌

955‌

Dime

Community

Bancshares 

24,320‌

774‌

East

West

Bancorp 

23,950‌

1,578‌

First

BanCorp

Puerto

Rico 

88,127‌

1,121‌

Hancock

Whitney 

38,630‌

1,869‌

Hanmi

Financial 

28,052‌

694‌

Heartland

Financial

USA 

28,801‌

1,343‌

Hope

Bancorp 

79,114‌

1,014‌

Horizon

Bancorp 

39,002‌

588‌

Independent

Bank 

46,327‌

1,108‌

International

Bancshares 

19,760‌

904‌

OceanFirst

Financial 

37,273‌

792‌

PacWest

Bancorp 

29,069‌

667‌

Popular 

30,282‌

2,008‌

Preferred

Bank 

8,799‌

657‌

QCR

Holdings 

14,376‌

714‌

Signature

Bank 

9,540‌

1,099‌

Synovus

Financial 

45,807‌

1,720‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

21

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Western

Alliance

Bancorp 

20,042‌

1,194‌

Zions

Bancorp 

28,138‌

1,383‌

23,021‌

Capital

Markets

0.8%

Jefferies

Financial

Group 

30,814‌

1,057‌

Lazard,

Class

A 

24,464‌

848‌

Virtus

Investment

Partners 

2,963‌

567‌

2,472‌

Consumer

Finance

0.7%

Encore

Capital

Group  (1)

13,945‌

669‌

OneMain

Holdings 

21,282‌

709‌

PROG

Holdings  (1)

26,587‌

449‌

SLM 

22,895‌

380‌

2,207‌

Diversified

Financial

Services

1.3%

Equitable

Holdings 

67,861‌

1,948‌

Voya

Financial 

36,031‌

2,215‌

4,163‌

Insurance

3.4%

American

Financial

Group 

10,703‌

1,469‌

Axis

Capital

Holdings 

29,678‌

1,608‌

Everest

Re

Group 

6,032‌

1,998‌

First

American

Financial 

11,998‌

628‌

Hanover

Insurance

Group 

7,895‌

1,067‌

Old

Republic

International 

62,019‌

1,498‌

Primerica 

6,216‌

881‌

Reinsurance

Group

of

America 

9,036‌

1,284‌

10,433‌

Thrifts

&

Mortgage

Finance

0.8%

Essent

Group 

38,379‌

1,492‌

Federal

Agricultural

Mortgage,

Class

C 

5,818‌

656‌

Radian

Group 

18,066‌

344‌

2,492‌

Total

Financials

44,788‌

HEALTH

CARE

14.4%

Biotechnology

4.6%

ACADIA

Pharmaceuticals  (1)

30,633‌

488‌

Alector  (1)

41,718‌

385‌

Alkermes  (1)

11,852‌

310‌

Amicus

Therapeutics  (1)

23,397‌

286‌

Apellis

Pharmaceuticals  (1)

12,042‌

623‌

Blueprint

Medicines  (1)

10,958‌

480‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

22

Shares

$

Value

(Cost

and

value

in

$000s)

‡

C4

Therapeutics  (1)

20,513‌

121‌

Cerevel

Therapeutics

Holdings  (1)

9,412‌

297‌

Day

One

Biopharmaceuticals  (1)

14,232‌

306‌

Exelixis  (1)

78,430‌

1,258‌

G1

Therapeutics  (1)

29,639‌

161‌

IGM

Biosciences  (1)

8,197‌

139‌

Immuneering,

Class

A  (1)(2)

37,545‌

182‌

Insmed  (1)

28,317‌

566‌

Intellia

Therapeutics  (1)

13,402‌

468‌

Ionis

Pharmaceuticals  (1)

23,069‌

871‌

Karuna

Therapeutics  (1)

4,744‌

932‌

Kymera

Therapeutics  (1)(2)

17,705‌

442‌

Monte

Rosa

Therapeutics  (1)

10,044‌

77‌

Natera  (1)

11,328‌

455‌

Neurocrine

Biosciences  (1)

11,500‌

1,374‌

Nurix

Therapeutics  (1)

9,599‌

105‌

Prometheus

Biosciences  (1)

2,854‌

314‌

Prothena  (1)

13,981‌

842‌

PTC

Therapeutics  (1)

10,603‌

405‌

Relay

Therapeutics  (1)

8,513‌

127‌

Replimune

Group  (1)

12,108‌

329‌

REVOLUTION

Medicines  (1)

18,131‌

432‌

Scholar

Rock,

Warrants,

Acquisition

Date:

6/17/22,

Cost $—  (1)(3)

2,403‌

12‌

Scholar

Rock

Holding  (1)

16,826‌

152‌

Tenaya

Therapeutics  (1)

40,367‌

81‌

Ultragenyx

Pharmaceutical  (1)

9,722‌

450‌

Xencor  (1)

20,196‌

526‌

Zentalis

Pharmaceuticals  (1)

13,550‌

273‌

14,269‌

Health

Care

Equipment

&

Supplies

3.1%

Cooper 

2,640‌

873‌

DENTSPLY

SIRONA 

29,304‌

933‌

Envista

Holdings  (1)

23,110‌

778‌

Haemonetics  (1)

9,864‌

776‌

Hologic  (1)

17,200‌

1,287‌

ICU

Medical  (1)

4,237‌

667‌

Inari

Medical  (1)(2)

3,723‌

236‌

Merit

Medical

Systems  (1)

17,486‌

1,235‌

NuVasive  (1)

19,367‌

799‌

QuidelOrtho  (1)

12,720‌

1,090‌

STERIS 

5,021‌

927‌

9,601‌

Health

Care

Providers

&

Services

2.6%

AMN

Healthcare

Services  (1)

11,407‌

1,173‌

Chemed 

1,739‌

887‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

23

Shares

$

Value

(Cost

and

value

in

$000s)

‡

DaVita  (1)

9,161‌

684‌

Molina

Healthcare  (1)

5,778‌

1,908‌

Select

Medical

Holdings 

86,630‌

2,151‌

Universal

Health

Services,

Class

B 

9,176‌

1,293‌

8,096‌

Life

Sciences

Tools

&

Services

2.2%

Adaptive

Biotechnologies  (1)

30,656‌

234‌

Avantor  (1)

33,530‌

707‌

Bruker 

28,977‌

1,981‌

Charles

River

Laboratories

International  (1)

6,230‌

1,357‌

Medpace

Holdings  (1)

6,986‌

1,484‌

PerkinElmer 

8,736‌

1,225‌

6,988‌

Pharmaceuticals

1.9%

Catalent (1)

16,137‌

726‌

Elanco

Animal

Health  (1)

107,391‌

1,312‌

Jazz

Pharmaceuticals  (1)

3,793‌

604‌

Perrigo 

16,394‌

559‌

Prestige

Consumer

Healthcare  (1)

15,931‌

997‌

Supernus

Pharmaceuticals  (1)

5,787‌

207‌

Viatris 

124,927‌

1,391‌

5,796‌

Total

Health

Care

44,750‌

INDUSTRIALS

&

BUSINESS

SERVICES

19.9%

Aerospace

&

Defense

2.6%

Curtiss-Wright 

7,980‌

1,333‌

Huntington

Ingalls

Industries 

2,647‌

611‌

Moog,

Class

A 

16,220‌

1,423‌

Parsons  (1)

39,054‌

1,806‌

Textron 

37,901‌

2,683‌

V2X  (1)

9,614‌

397‌

8,253‌

Airlines

0.3%

United

Airlines

Holdings  (1)

21,204‌

799‌

799‌

Building

Products

2.1%

Builders

FirstSource  (1)

25,805‌

1,674‌

Carlisle 

6,707‌

1,581‌

Masco 

18,301‌

854‌

Owens

Corning 

13,247‌

1,130‌

UFP

Industries 

14,974‌

1,187‌

6,426‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

24

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Commercial

Services

&

Supplies

0.5%

Clean

Harbors  (1)

9,420‌

1,075‌

SP

Plus  (1)

13,237‌

460‌

1,535‌

Construction

&

Engineering

1.9%

AECOM 

12,612‌

1,071‌

Comfort

Systems

USA 

15,620‌

1,798‌

EMCOR

Group 

9,575‌

1,418‌

Primoris

Services 

31,450‌

690‌

WillScot

Mobile

Mini

Holdings  (1)

21,906‌

989‌

5,966‌

Electrical

Equipment

1.8%

Atkore (1)

19,294‌

2,189‌

Encore

Wire 

7,072‌

973‌

Hubbell 

6,311‌

1,481‌

Regal

Rexnord 

9,304‌

1,116‌

5,759‌

Machinery

4.7%

Allison

Transmission

Holdings 

17,187‌

715‌

Crane

Holdings 

10,814‌

1,086‌

Enerpac

Tool

Group 

12,760‌

325‌

EnPro

Industries 

6,063‌

659‌

Hillenbrand 

28,497‌

1,216‌

Kadant 

5,458‌

970‌

Lincoln

Electric

Holdings 

6,665‌

963‌

Middleby  (1)

12,642‌

1,693‌

Mueller

Industries 

22,152‌

1,307‌

Mueller

Water

Products,

Class

A 

131,529‌

1,415‌

Terex 

27,791‌

1,187‌

Timken 

24,078‌

1,702‌

Toro 

11,020‌

1,247‌

14,485‌

Marine

0.3%

Matson 

13,076‌

817‌

817‌

Professional

Services

3.4%

ASGN (1)

11,746‌

957‌

Booz

Allen

Hamilton

Holding 

19,842‌

2,074‌

CACI

International,

Class

A  (1)

6,081‌

1,828‌

Insperity 

8,955‌

1,017‌

Kforce 

8,464‌

464‌

Korn

Ferry 

19,036‌

964‌

Leidos

Holdings 

19,622‌

2,064‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

25

Shares

$

Value

(Cost

and

value

in

$000s)

‡

ManpowerGroup 

10,953‌

911‌

TriNet

Group  (1)

4,701���

319‌

10,598‌

Road

&

Rail

1.7%

ArcBest 

14,804‌

1,037‌

Knight-Swift

Transportation

Holdings 

28,434‌

1,490‌

Landstar

System 

7,131‌

1,162‌

Saia  (1)

5,413‌

1,135‌

TFI

International 

6,054‌

607‌

5,431‌

Trading

Companies

&

Distributors

0.6%

Hudson

Technologies  (1)

98,142‌

993‌

United

Rentals  (1)

2,614‌

929‌

1,922‌

Total

Industrials

&

Business

Services

61,991‌

INFORMATION

TECHNOLOGY

15.9%

Electronic

Equipment,

Instruments

&

Components

3.2%

Advanced

Energy

Industries 

10,241‌

878‌

Badger

Meter 

12,661‌

1,380‌

Belden 

34,291‌

2,465‌

CTS 

36,522‌

1,440‌

Jabil 

26,567‌

1,812‌

Keysight

Technologies  (1)

5,500‌

941‌

Littelfuse 

2,448‌

539‌

OSI

Systems  (1)

7,401‌

589‌

10,044‌

IT

Services

3.0%

Amdocs 

17,925‌

1,629‌

Euronet

Worldwide  (1)

13,397‌

1,265‌

FleetCor

Technologies  (1)

6,825‌

1,254‌

Genpact 

42,732‌

1,979‌

GoDaddy,

Class

A  (1)

12,898‌

965‌

Maximus 

11,294‌

828‌

SS&C

Technologies

Holdings 

18,430‌

960‌

TTEC

Holdings 

10,180‌

449‌

9,329‌

Semiconductors

&

Semiconductor

Equipment

2.8%

Axcelis

Technologies  (1)

12,069‌

958‌

Cirrus

Logic  (1)

9,042‌

673‌

Diodes  (1)

17,277‌

1,316‌

ON

Semiconductor  (1)

18,104‌

1,129‌

Onto

Innovation  (1)

11,217‌

764‌

Photronics  (1)

74,547‌

1,255‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

26

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Semtech  (1)

30,159‌

865‌

Silicon

Laboratories  (1)

2,568‌

348‌

SMART

Global

Holdings  (1)

42,214‌

628‌

Teradyne 

9,702‌

848‌

8,784‌

Software

6.7%

ACI

Worldwide  (1)

18,486‌

425‌

Blackbaud  (1)

6,935‌

408‌

Confluent,

Class

A  (1)

19,071‌

424‌

Descartes

Systems

Group  (1)

22,698‌

1,581‌

Dolby

Laboratories,

Class

A 

14,719‌

1,038‌

Dropbox,

Class

A  (1)

40,403‌

904‌

Ebix  (2)

27,456‌

548‌

Fair

Isaac  (1)

5,367‌

3,213‌

Gen

Digital 

80,137‌

1,717‌

Manhattan

Associates  (1)

11,901‌

1,445‌

NCR  (1)

20,533‌

481‌

Open

Text 

27,962‌

829‌

Paylocity

Holding  (1)

6,417‌

1,246‌

PTC  (1)

17,763‌

2,132‌

Qualys  (1)

13,150‌

1,476‌

Sapiens

International 

26,403‌

488‌

SPS

Commerce  (1)

10,177‌

1,307‌

Teradata  (1)

27,861‌

938‌

Verint

Systems  (1)

11,432‌

415‌

21,015‌

Technology

Hardware,

Storage

&

Peripherals

0.2%

Western

Digital  (1)

16,602‌

524‌

524‌

Total

Information

Technology

49,696‌

MATERIALS

6.2%

Chemicals

1.8%

CF

Industries

Holdings 

15,595‌

1,329‌

Element

Solutions 

43,738‌

796‌

Olin 

11,229‌

594‌

RPM

International 

15,989‌

1,558‌

Westlake 

12,371‌

1,268‌

5,545‌

Containers

&

Packaging

1.6%

Avery

Dennison 

6,162‌

1,115‌

Berry

Global

Group 

15,657‌

946‌

Packaging

Corp.

of

America 

11,226‌

1,436‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

27

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Westrock 

38,840‌

1,366‌

4,863‌

Metals

&

Mining

1.8%

Cleveland-Cliffs (1)

70,379‌

1,134‌

Reliance

Steel

&

Aluminum 

11,638‌

2,356‌

Steel

Dynamics 

20,593‌

2,012‌

5,502‌

Paper

&

Forest

Products

1.0%

Clearwater

Paper  (1)

27,426‌

1,037‌

Louisiana-Pacific 

18,478‌

1,094‌

West

Fraser

Timber  (2)

12,404‌

897‌

3,028‌

Total

Materials

18,938‌

REAL

ESTATE

5.9%

Equity

Real

Estate

Investment

Trusts

5.9%

Apple

Hospitality

REIT,

REIT 

66,415‌

1,048‌

Braemar

Hotels

&

Resorts,

REIT 

125,767‌

517‌

Brixmor

Property

Group,

REIT 

70,046‌

1,588‌

EPR

Properties,

REIT 

31,241‌

1,178‌

First

Industrial

Realty

Trust,

REIT 

35,696‌

1,723‌

Gaming

&

Leisure

Properties,

REIT 

37,655‌

1,961‌

Host

Hotels

&

Resorts,

REIT 

86,804‌

1,393‌

Iron

Mountain,

REIT 

34,834‌

1,737‌

Lamar

Advertising,

Class

A,

REIT 

16,926‌

1,598‌

Medical

Properties

Trust,

REIT  (2)

45,017‌

502‌

National

Retail

Properties,

REIT 

28,226‌

1,292‌

Omega

Healthcare

Investors,

REIT 

23,229‌

649‌

PotlatchDeltic,

REIT 

48,597‌

2,138‌

Sabra

Health

Care

REIT,

REIT 

51,041‌

634‌

Saul

Centers,

REIT 

13,501‌

549‌

Total

Real

Estate

18,507‌

UTILITIES

1.8%

Electric

Utilities

1.0%

NRG

Energy 

42,189‌

1,342‌

Pinnacle

West

Capital 

23,750‌

1,806‌

3,148‌

Gas

Utilities

0.2%

UGI 

18,912‌

701‌

701‌

Independent

Power

&

Renewable

Electricity

Producer

0.2%

Clearway

Energy,

Class

C 

20,306‌

647‌

647‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

28

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Multi-Utilities

0.4%

NorthWestern 

22,459‌

1,333‌

1,333‌

Total

Utilities

5,829‌

Total

Common

Stocks

(Cost

$296,238)

308,954‌

SHORT-TERM

INVESTMENTS

0.7%

Money

Market

Funds

0.7%

T.

Rowe

Price

Government

Reserve

Fund,

4.30%  (4)(5)

2,148,235‌

2,148‌

Total

Short-Term

Investments

(Cost

$2,148)

2,148‌

SECURITIES

LENDING

COLLATERAL

0.9%

INVESTMENTS

IN

A

POOLED

ACCOUNT

THROUGH

SECURITIES

LENDING

PROGRAM

WITH

STATE

STREET

BANK

AND

TRUST

COMPANY

0.9%

Money

Market

Funds

0.9%

T.

Rowe

Price

Government

Reserve

Fund,

4.30%  (4)(5)

2,861,023‌

2,861‌

Total

Investments

in

a

Pooled

Account

through

Securities

Lending

Program

with

State

Street

Bank

and

Trust

Company

2,861‌

Total

Securities

Lending

Collateral

(Cost

$2,861)

2,861‌

Total

Investments

in

Securities

100.8%

of

Net

Assets

(Cost

$301,247)

$

313,963‌

‡

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

$12

and

represents

0.0%

of

net

assets.

(4)

Seven-day

yield

(5)

Affiliated

Companies

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

29

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

&

Mid-Cap

Core

Equity

Fund

30

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%

$

—‌

$

—‌

$

44‌++

Totals

$

—‌#

$

—‌

$

44‌+

Supplementary

Investment

Schedule

Affiliate

Value

12/31/21

Purchase

Cost

Sales

Cost

Value

12/31/22

T.

Rowe

Price

Government

Reserve

Fund,

4.30%

$

3,254‌

 ¤

  ¤

$

5,009‌

Total

$

5,009‌^

#

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

$44

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

$5,009.

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

December

31,

2022

Statement

of

Assets

and

Liabilities

31

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Assets

Investments

in

securities,

at

value

(cost

$301,247)

$

313,963‌

Receivable

for

shares

sold

955‌

Dividends

receivable

242‌

Other

assets

29‌

Total

assets

315,189‌

Liabilities

Obligation

to

return

securities

lending

collateral

2,861‌

Payable

for

shares

redeemed

688‌

Investment

management

fees

payable

172‌

Due

to

affiliates

1‌

Other

liabilities

71‌

Total

liabilities

3,793‌

NET

ASSETS

$

311,396‌

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

11,988‌

Paid-in

capital

applicable

to

17,711,395

shares

of

$0.0001

par

value

capital

stock

outstanding;

1,000,000,000

shares

authorized

299,408‌

NET

ASSETS

$

311,396‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

($125,700,947

/

7,160,168

shares

outstanding)

$

17.56‌

Advisor

Class

($355,284

/

20,277

shares

outstanding)

$

17.52‌

I

Class

($185,339,542

/

10,530,950

shares

outstanding)

$

17.60‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

Statement

of

Operations

32

($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

$19)

$

4,295‌

Securities

lending

6‌

Total

income

4,301‌

Expenses

Investment

management

1,852‌

Shareholder

servicing

Investor

Class

$

318‌

Advisor

Class

1‌

I

Class

27‌

346‌

Rule

12b-1

fees

Advisor

Class

1‌

Prospectus

and

shareholder

reports

Investor

Class

31‌

I

Class

12‌

43‌

Custody

and

accounting

191‌

Registration

96‌

Legal

and

audit

25‌

Directors

1‌

Miscellaneous

15‌

Waived

/

paid

by

Price

Associates

(335‌)

Total

expenses

2,235‌

Net

investment

income

2,066‌

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

on

securities

13,794‌

Change

in

net

unrealized

gain

/

loss

on

securities

(52,606‌)

Net

realized

and

unrealized

gain

/

loss

(38,812‌)

DECREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

(36,746‌)

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

Statement

of

Changes

in

Net

Assets

33

($000s)

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/22

12/31/21

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

2,066‌

$

347‌

Net

realized

gain

13,794‌

7,628‌

Change

in

net

unrealized

gain

/

loss

(52,606‌)

29,178‌

Increase

(decrease)

in

net

assets

from

operations

(36,746‌)

37,153‌

Distributions

to

shareholders

Net

earnings

Investor

Class

(7,178‌)

(2,439‌)

Advisor

Class

(20‌)

(6‌)

I

Class

(11,276‌)

(1,139‌)

Decrease

in

net

assets

from

distributions

(18,474‌)

(3,584‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

53,937‌

84,664‌

Advisor

Class

72‌

44‌

I

Class

159,353‌

34,590‌

Distributions

reinvested

Investor

Class

7,005‌

2,397‌

Advisor

Class

11‌

4‌

I

Class

11,188‌

1,136‌

Shares

redeemed

Investor

Class

(83,442‌)

(41,419‌)

Advisor

Class

(142‌)

(354‌)

I

Class

(34,011‌)

(9,692‌)

Increase

in

net

assets

from

capital

share

transactions

113,971‌

71,370‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

Statement

of

Changes

in

Net

Assets

34

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/22

12/31/21

Net

Assets

Increase

during

period

58,751‌

104,939‌

Beginning

of

period

252,645‌

147,706‌

End

of

period

$

311,396‌

$

252,645‌

*Share

information

(000s)

Shares

sold

Investor

Class

2,846‌

4,227‌

Advisor

Class

4‌

2‌

I

Class

8,239‌

1,685‌

Distributions

reinvested

Investor

Class

385‌

117‌

Advisor

Class

1‌

–‌

I

Class

614‌

56‌

Shares

redeemed

Investor

Class

(4,364‌)

(2,079‌)

Advisor

Class

(8‌)

(18‌)

I

Class

(1,804‌)

(479‌)

Increase

in

shares

outstanding

5,913‌

3,511‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

NOTES

TO

FINANCIAL

STATEMENTS

35

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

&

Mid-

Cap

Core

Equity

Fund

(the

fund)

is a

diversified,

open-end

management

investment

company

established

by

the

corporation. The

fund

seeks

long-term

growth

of

capital.

The

fund

has

three classes

of

shares:

the

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

(Investor

Class),

the

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund–Advisor

Class

(Advisor

Class)

and

the

QM

U.S.

Small

&

Mid-Cap

Core

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

&

Mid-Cap

Core

Equity

Fund

36

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

&

Mid-Cap

Core

Equity

Fund

37

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

&

Mid-Cap

Core

Equity

Fund

38

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

&

Mid-Cap

Core

Equity

Fund

39

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

$

308,942‌

$

12‌

$

—‌

$

308,954‌

Short-Term

Investments

2,148‌

—‌

—‌

2,148‌

Securities

Lending

Collateral

2,861‌

—‌

—‌

2,861‌

Total

$

313,951‌

$

12‌

$

—‌

$

313,963‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

40

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

$2,759,000;

the

value

of

cash

collateral

and

related

investments

was

$2,861,000.

Other 

Purchases

and

sales

of

portfolio

securities

other

than

short-term securities

aggregated $243,107,000 and

$144,324,000,

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

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)

$

2,001‌

$

1,053‌

Long-term

capital

gain

16,473‌

2,531‌

Total

distributions

$

18,474‌

$

3,584‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

41

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.

The

loss

carryforwards

and

deferrals

primarily

relate

to

post-October

loss

deferrals. The

fund

has

elected

to

defer

certain

losses

to

the

first

day

of

the

following

fiscal

year

for

post-October

capital

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

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

($000s)

Cost

of

investments

$

301,665‌

Unrealized

appreciation

$

36,306‌

Unrealized

depreciation

(24,008‌)

Net

unrealized

appreciation

(depreciation)

$

12,298‌

($000s)

Net

unrealized

appreciation

(depreciation)

12,298‌

Loss

carryforwards

and

deferrals

(310‌)

Total

distributable

earnings

(loss)

$

11,988‌

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

42

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 Investor Class

and Advisor Class

are

each

subject

to

a

contractual

expense

limitation

through

the

expense

limitation

dates

indicated

in

the

table

below.

During

the

limitation

period,

Price

Associates

is

required

to

waive

its

management

fee

or

pay

any

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

that

would

otherwise

cause

the

class’s

ratio

of

annualized

total

expenses

to

average

net

assets

(net

expense

ratio)

to

exceed

its

expense

limitation.

Each

class

is

required

to

repay

Price

Associates

for

expenses

previously

waived/paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

net

expense

ratio

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

expense

limitation

in

place

at

the

time

such

amounts

were

waived;

or

(2)

the

class’s

current

expense

limitation.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver. 

The

I

Class

is

also

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

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

43

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.

Pursuant

to

these

agreements,

expenses

were

waived/paid

by

and/or

repaid

to

Price

Associates

during

the

year ended December

31,

2022

as

indicated

in

the

table

below.

Including these

amounts,

expenses

previously

waived/paid

by

Price

Associates

in

the

amount

of $787,000 remain

subject

to

repayment

by

the

fund

at

December

31,

2022.

Any

repayment

of

expenses

previously

waived/paid

by

Price

Associates

during

the

period

would

be

included

in

the

net

investment

income

and

expense

ratios

presented

on

the

accompanying

Financial

Highlights.

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;

$230,000 for

T.

Rowe

Price

Services,

Inc.;

and

less

than

$1,000 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

Investor

Class

Advisor

Class

I

Class

Expense

limitation/I

Class

Limit

0.87%

1.14%

0.05%

Expense

limitation

date

04/30/24

04/30/24

04/30/24

(Waived)/repaid

during

the

period

($000s)

$(196)

$(1)

$(138)

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

44

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.

As

of

December

31,

2022,

T.

Rowe

Price

Group,

Inc.,

or

its

wholly

owned

subsidiaries,

owned

9,460

shares

of

the

Advisor

Class,

representing

47%

of

the

Advisor

Class's

net

assets. 

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.

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

$13,000,

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.

T.

ROWE

PRICE

QM

U.S.

Small

&

Mid-Cap

Core

Equity

Fund

45

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

&

Mid-Cap

Core

Equity

Fund

46

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

&

Mid-Cap

Core

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

&

Mid-Cap

Core

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

&

Mid-Cap

Core

Equity

Fund

47

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

and

transfer

agent.

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

&

Mid-Cap

Core

Equity

Fund

48

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:

$24,000 from

short-term

capital

gains 

$17,575,000 from

long-term

capital

gains,

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%

For

taxable

non-corporate

shareholders,

$3,530,000 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,

$3,238,000

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

&

Mid-Cap

Core

Equity

Fund

49

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

&

Mid-Cap

Core

Equity

Fund

50

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

&

Mid-Cap

Core

Equity

Fund

51

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

&

Mid-Cap

Core

Equity

Fund

52

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

&

Mid-Cap

Core

Equity

Fund

53

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

&

Mid-Cap

Core

Equity

Fund

54

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

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and

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Gifts

and

transfers

to

a

child

(UGMA/UTMAs)

Trust

Transfer

on

Death

COLLEGE

SAVINGS

T.

Rowe

Price-managed

529

plans

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advantaged

solutions

for

families

saving

money

for

college

tuition

and

education-

related

expenses

Visit

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Call

1-800-225-5132

to

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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.

202302-2582772

F202-050

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