2)Form, ~~Schedule~~schedule, or Registration Statement no.:

3) Filing party:

4) Date filed:

Proxy Information

May 11, 2018

This proxy material concerns the:

T. Rowe Price Funds

Dear Shareholder:

We cordially invite you to attend a joint special meeting of shareholders (the “Shareholder Meeting”) of all of the mutual funds sponsored and managed by T. Rowe Price Associates, Inc. (the “T. Rowe Price Funds”) on Wednesday, July 25, 2018, at 8:00 a.m., Eastern time, to be held at the headquarters of T. Rowe Price Associates, Inc. (“T. Rowe Price”), 100 East Pratt Street, Baltimore, Maryland 21201. A complete list of the T. Rowe Price Funds is included in Exhibit 1. The following matters will be considered and acted upon at that time:

1. Elect four (4) directors for each Fund who have not been previously elected by shareholders;

2. Amend the investment objectives of each of the Communications & Technology, International Bond, and New Income Funds;

3. Amend the fundamental policy on commodities of each of the Dividend Growth, Institutional High Yield, Institutional Large-Cap Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, Institutional Small-Cap Stock, New America Growth, and QM U.S. Small-Cap Growth Equity Funds, and the Emerging Markets Local Multi-Sector Account Portfolio;

4. Amend the industry concentration policy of the Emerging Europe Fund;

5. Reclassify the diversification status of each of the Communications & Technology, Financial Services, Global Consumer, Global Industrials, Global Technology, Health Sciences, New Era, Real Estate, and Science & Technology Funds, and the Health Sciences from diversified to nondiversified; and

6. To transact such other business as may properly come before the Shareholder Meeting and any adjournments or postponements thereof.

Since the T. Rowe Price Funds’ last joint shareholder meeting in 2013, several directors have retired, one director recently passed away, and new directors have been added to replace those who have retired. In conjunction with these changes and more long-term succession planning, it has become necessary to seek shareholder approval to elect four directors for each Fund. If all proposed nominees are elected, each Fund’s board of directors (each a “Board,” and together, the “Boards”) will be composed of at least 75% independent directors and the same independent directors would serve on each Fund’s Board. With the exception of one proposed interested director, the directors standing for election already serve on the Boards of the T. Rowe Price Funds.

We are also taking this opportunity to seek shareholder approval to make changes to certain Funds’ investment objectives and policies. You are being asked to vote on those proposals only if you own shares of those Funds.

You are receiving these combined proxy materials for any Fund(s) you own. We have combined all of the above proposals into this single proxy statement to reduce Fund expenses associated with separate mailings for each impacted Fund.

We realize that it may be difficult for most shareholders to attend the Shareholder Meeting and vote their shares in person. However, we do need your vote in order to reach a quorum at the Shareholder Meeting with respect to each Fund. You can vote online, by telephone, or by mail, as explained in the enclosed materials. By voting promptly, you can help the Funds that you own avoid the expense of additional mailings.

If you have any questions or would like additional information concerning the matters proposed for action at the Shareholder Meeting, please call one of our service representatives at 1-800-541-5910. Your participation in this vote is extremely important.

In closing, I would like to note that, after thirty years at T. Rowe Price, I will retire at the end of this year. Serving as the Chair of your mutual funds’ Boards for the last twelve years has been an honor and a privilege, and I look forward to remaining a fellow shareholder for many years to come.

As always, thank you for investing with T. Rowe Price.

Sincerely,

Edward C. Bernard
Chairman of the Board

Notice of Joint Special Meeting of Shareholders


T. Rowe Price Funds	T. Rowe Price Funds 100 East Pratt Street Baltimore, Maryland 21202
	Darrell N. Braman Secretary
	May 11, 2018
	A joint special meeting of shareholders (the “Shareholder Meeting”) of all of the mutual funds sponsored and managed by T. Rowe Price Associates, Inc. (the “T. Rowe Price Funds”) will be held on Wednesday, July 25, 2018, at 8:00 a.m., Eastern time, to be held at the headquarters of T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore, Maryland 21201. A complete list of the T. Rowe Price Funds is included in Exhibit 1. The following matters will be acted upon at that time:
	1. Elect four (4) directors for each T. Rowe Price Fund who have not previously been elected by shareholders; 2. Amend the investment objectives of each of the Communications & Technology, International Bond, and New Income Funds; 3. Amend the fundamental policy on commodities of each of the Dividend Growth, Institutional High Yield, Institutional Large-Cap Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, Institutional Small-Cap Stock, New America Growth, and QM U.S. Small-Cap Growth Equity Funds, and the Emerging Markets Local Multi-Sector Account Portfolio; 4. Amend the industry concentration policy of the Emerging Europe Fund; 5. Reclassify the diversification status of each of the Communications &

6. Technology, Financial Services, Global Consumer, Global Industrials, Global Technology, Health Sciences, New Era, Real Estate, and Science & Technology Funds, and the Health Sciences Portfolio from diversified to nondiversified; and

7. To transact such other business as may properly come before the Shareholder Meeting and any adjournments or postponements thereof.

Only shareholders of record at the close of business on April 26, 2018, are entitled to notice of, and to vote at, this Shareholder Meeting or any adjournment or postponement thereof. The board of directors of each T. Rowe Price Fund recommends that you vote in favor of each applicable proposal.

DARRELL N. BRAMAN

SECRETARY

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YOUR VOTE IS IMPORTANT

Shareholders are urged to designate their choice on the matters to be acted upon by using one of the following three methods:

1. Vote online.

· Read the proxy statement.

· Go to the online voting site found on your proxy card.

· Enter the control number found on your proxy card.

· Follow the instructions using your proxy card as a guide.

2. Vote by telephone.

· Read the proxy statement.

· Call the toll-free number found on your proxy card.

· Enter the control number found on your proxy card.

· Follow the recorded instructions using your proxy card as a guide.

3. Vote by mail.

· Date, sign, and return the enclosed proxy card in the envelope provided, which requires no postage if mailed in the United States.

If you vote online or by telephone, your vote must be received no later than 7:59 a.m. on July 25, 2018. If you vote by mail, your vote must be received at the address referenced on the proxy card on or before July 24, 2018.

Your prompt response will help to achieve a quorum at the Shareholder Meeting and avoid the additional expenses to the T. Rowe Price Funds and their shareholders of further mailings or phone calls.

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Joint Special Meeting of Shareholders—July 25, 2018

PROXY STATEMENT

This proxy material relates to all of the mutual funds sponsored and managed by T. Rowe Price Associates, Inc. (each a “Fund,” and collectively, the “T. Rowe Price Funds” or the “Funds”). A complete list of the T. Rowe Price Funds is included in Exhibit 1. This document provides you with the information you need in order to vote on the matters coming before the upcoming joint special meeting and is furnished in connection with the solicitation of proxies by the Funds. If you have any questions, please feel free to call us toll free at 1-800-541-5910.

Who is asking for my vote?

The Boards of Directors (each, a “Board” and together, the “Boards”) of the T. Rowe Price Funds request that you vote on the proposals listed in the Notice of Joint Special Meeting of Shareholders, as applicable. The votes will be formally counted at the Joint Special Meeting of Shareholders (the “Shareholder Meeting”) on Wednesday, July 25, 2018, and if the Shareholder Meeting is adjourned or postponed, on the date of the adjourned or postponed meeting. Fund shareholders may vote in person at the Shareholder Meeting, online, by telephone, or by returning a completed proxy card in the postage-paid envelope provided. Details can be found on the enclosed proxy insert. Do not mail the proxy card if you are voting online or telephone.

Who is eligible to vote?

Shareholders of record at the close of business on April 26, 2018, (the “record date”) of each Fund are hereby notified of the Shareholder Meeting and are entitled to one vote for each full share and a proportionate vote for each fractional share of each Fund they held as of the record date. The Notice of Joint Special Meeting of Shareholders, the proxy card, and the Proxy Statement began mailing to shareholders of record on or about May 11, 2018. Shareholders of a Fund are entitled to vote on each proposal with respect to that Fund and not with respect to any Fund of which they do not own any shares as of the record date.

Under Maryland law, shares owned by two or more persons (whether as joint tenants, co-fiduciaries, or otherwise) will be voted as follows, unless a written instrument or court order providing to the contrary has been filed with a Fund: (1) if only one votes, that vote will bind all; (2) if more than one votes, the vote of the majority will bind all; and (3) if more than one votes and the vote is evenly divided, the vote will be cast proportionately.

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What are shareholders being asked to vote on?

At a meeting held on March 5, 2018, the Boards, including the independent directors, unanimously approved submitting the following proposals to the shareholders of the Funds to be considered and acted upon:


Proposal	Funds Affected
1. Elect four (4) directors;	All Funds
2. Amend the Fund’s investment objective;	Communications & Technology, International Bond, and New Income Funds
3. Amend the Fund’s fundamental policy on commodities;	Dividend Growth, Institutional High Yield, Institutional Large-Cap Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, Institutional Small-Cap Stock, New America Growth, and QM U.S. Small-Cap Growth Equity Funds, and the Emerging Markets Local Multi-Sector Account Portfolio
4. Amend the Fund’s industry concentration policy;	Emerging Europe Fund
5. Reclassify the Fund’s diversification status from diversified to nondiversified; and	Communications & Technology, Financial Services, Global Consumer, Global Industrials, Global Technology, Health Sciences, New Era, Real Estate, and Science & Technology Funds, and the Health Sciences Portfolio (the “Sector Funds”)
6. To transact such other business as may properly come before the Shareholder Meeting and any adjournments or postponements thereof.	All Funds

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How can I get more information about the Funds?

A copy of each Fund’s most recent prospectus, annual and semiannual shareholder reports, and Statement of Additional Information (“SAI”) are available at no cost by visiting our website at troweprice.com/prospectus; by calling 1-800-541-5910; or by writing to T. Rowe Price, 4515 Painters Mill Road, Owings Mills, Maryland 21117.

PROPOSAL NO. 1 — Election of Directors

Under the Investment Company Act of 1940, as amended (the “1940 Act”), a certain percentage of each Fund’s Board must be elected by shareholders. Due to the retirement of several directors over the past few years and the recent passing of one director, it has become necessary for the Funds to hold a shareholder meeting in order to elect directors. With the exception of one proposed interested director, David Oestreicher, each of the other proposed nominees presently serves as a director on the current Boards, but none of these proposed nominees have yet been elected by shareholders. The current directors that are not being nominated for shareholder approval at the upcoming Shareholder Meeting were previously elected by each Fund’s shareholders at a shareholder meeting held on October 22, 2013. Each of these current directors not being nominated, with the exception of Edward Bernard, will continue to serve on the Boards following the Shareholder Meeting. Mr. Bernard plans on retiring from T. Rowe Price Associates, Inc. on December 31, 2018. As a result, he will resign from his role as a director and Chairman of the Boards of all T. Rowe Price Funds at the conclusion of the Shareholder Meeting, subject to all the interested director nominees having been elected by shareholders. The Boards are in the process of further assessing long-term Board structure and succession planning. All of the current Boards are composed of at least 75% independent directors and that will continue to be the case if the proposed nominees are elected.

If all proposed nominees are elected, there will be ten independent directors and two interested directors on each Fund’s Board. An important benefit of these elections is that the same independent directors will serve on the Boards of all of the T. Rowe Price Funds. This approach is designed to provide effective governance by exposing the directors to a wider range of business issues and market trends, allowing the directors to better share their knowledge, background, and experience, and permitting the Boards to operate more efficiently, particularly with respect to matters common to all Funds.

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What are the primary responsibilities of the Boards and how often do they meet?

The directors are responsible for the general oversight of each Fund’s business and for assuring that each Fund is managed in the best interests of its shareholders. The directors meet regularly to review a wide variety of matters affecting or potentially affecting the Funds, including performance, investment programs, compliance matters, advisory fees and expenses, service providers, and business and regulatory affairs.

The Boards of the T. Rowe Price Funds held five regularly scheduled formal meetings during calendar year 2017. The Funds are not required to hold annual meetings of shareholders. Accordingly, no annual meeting of shareholders shall be held in any year in which it is not otherwise required to be held unless the Boards determine otherwise. If a shareholder meeting to elect directors is held, the policy is that all nominee directors are encouraged to attend, subject to availability. Although the Boards have direct responsibility over various matters (such as approval of advisory contracts and review of Fund performance), each Board also exercises certain of its oversight responsibilities through several committees that it has established and which report back to the full Boards. The Boards believe that a committee structure is an effective means to permit directors to focus on particular operations or issues affecting the Funds, including risk oversight. Each Board currently has three standing committees, a Committee of Independent Directors, a Joint Audit Committee, and an Executive Committee, which are described in greater detail in the following paragraphs.

The Committee of Independent Directors, which consists of all of the independent directors of the Funds, is responsible for, among other things, seeking, reviewing and selecting candidates to fill independent director vacancies on each Fund’s Board; periodically evaluating the compensation payable to the independent directors; and performing certain functions with respect to the governance of the Funds. The Lead Independent Director serves as chairman of the committee. Anthony W. Deering served as Lead Independent Director of each Board until he passed away on November 17, 2017. John G. Schreiber currently serves as the interim Lead Independent Director of each Board as the Boards assess long-term Board structure and succession planning. The committee will consider written recommendations from shareholders for possible nominees for independent directors. Nominees, like current directors, will be considered based on the ability to review critically, evaluate, question, and discuss information provided to them, to interact effectively with the Funds’ management and counsel and the various service providers to the Funds, and to exercise reasonable business judgment in the performance of their duties as directors. Nominees will be considered in light of their individual experience, qualifications, attributes, or

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skills. Nominees will also be considered based on their independence from T. Rowe Price and other principal service providers. Other than executive sessions in connection with Board meetings, the Committee of Independent Directors formally met one time in 2017.

The Joint Audit Committee consists of only independent directors. The current members of the committee are Bruce W. Duncan, Paul F. McBride, Cecilia E. Rouse, and Mark R. Tercek. Mr. Duncan serves as chairman of the committee and is considered an “audit committee financial expert,” as defined by the Securities and Exchange Commission (the “SEC”). The Joint Audit Committee holds three regular meetings during each fiscal year. Two of the meetings include the attendance of the independent registered public accounting firm of the T. Rowe Price Funds as the Joint Audit Committee reviews: (1) the services provided; (2) the findings of the most recent audits; (3) management’s response to the findings of the most recent audits; (4) the scope of the audits to be performed; (5) the accountants’ fees; (6) the qualifications, independence, and performance of the independent registered public accounting firm; and (7) any accounting questions relating to particular areas of the T. Rowe Price Funds’ operations or the operations of parties dealing with the T. Rowe Price Funds, as circumstances indicate. A third meeting is devoted primarily to a review of the risk management program of the Funds’ investment adviser. The Joint Audit Committee met three times in 2017.

The Executive Committee, which consists of each Fund’s interested directors, has been authorized by the Boards to exercise all powers of the Boards of the Funds in the intervals between regular meetings of the Boards, except for those powers prohibited by statute from being delegated. All actions of the Executive Committee must be approved in advance by one independent director and reviewed after the fact by the full Board. The Executive Committee for each Fund does not hold regularly scheduled meetings. The Executive Committee was not called upon to take any action on behalf of any Funds during 2017.

From time to time, the independent directors may create a special committee (“Special Committee”) comprised of independent directors, whose purpose is to review certain limited topics that require in-depth consideration outside of the Boards’ regular review. The Bank of New York Mellon (“BNY Mellon”) Special Committee was established in December 2014 to review matters relating to the transition of fund accounting services from T. Rowe Price to BNY Mellon and the proposed Fund Accounting Agreement between the T. Rowe Price Funds and BNY Mellon. The members of the BNY Mellon Special Committee are Robert J. Gerrard, Paul F. McBride (chair), and Cecilia E. Rouse. The BNY Mellon Special Committee met once during 2017. The Section 15(c) Special Committee was established in August 2015 to review

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matters relating to the outsourcing to Broadridge Financial Solutions of the advisory contract renewal reporting pursuant to Section 15(c) under the 1940 Act. The members of the Section 15(c) Special Committee are Robert J. Gerrard, Paul F. McBride (chair), and John G. Schreiber. The Section 15(c) Special Committee met once during 2017.

Like other mutual funds, the Funds are subject to risks, including investment, compliance, operational, and valuation risks, among others. The Boards oversee risk as part of their oversight of the Funds. Risk oversight is addressed as part of various Board and committee activities. The Board, directly or through its committees, interacts with and reviews reports from, among others, the investment adviser or its affiliates, the Funds’ Chief Compliance Officer, the Funds’ independent registered public accounting firm, legal counsel, and internal auditors for T. Rowe Price or its affiliates, as appropriate, regarding risks faced by the Funds and the risk management programs of the investment adviser and certain other service providers. Also, the Joint Audit Committee receives periodic reports from members of the adviser’s Risk Management Oversight Committee on the significant risks inherent to the adviser’s business, including aggregate investment risks, reputational risk, business continuity risk, technology and cyber-security risk, and operational risk. As of each Fund’s last fiscal year end, each director attended at least 75% of the aggregate meetings of the Board and any committees on which he or she served, with the exception of Mr. Tercek with respect to Funds with a fiscal year end of December 31, 2017 or February 28, 2018. Please see Exhibit 1 for each Fund’s fiscal year end. Although Mr. Tercek did not attend at least 75% of the aggregate meetings of the Boards and any committees on which he served for the Price Funds with fiscal years ending December 31, 2017 and February 28, 2018, Mr. Tercek did attend at least 75% of the aggregate meetings of the Boards and the committees on which he served for all other Price Funds. His absences during the meetings held in fiscal years ended December 31, 2017 and February 28, 2018 were due to short-term conflicts relating to other commitments.

The actual day-to-day risk management functions with respect to the Funds are subsumed within the responsibilities of the investment adviser, its affiliates that serve as investment sub-advisers to the Funds, and other service providers (depending on the nature of the risk) that carry out the Funds’ investment management and business affairs. Although the risk management policies of T. Rowe Price and its affiliates, and the Funds’ other service providers, are reasonably designed to be effective, those policies and their implementation vary among service providers over time, and there is no guarantee that they will always be effective. An investment in a T. Rowe Price Fund may be negatively impacted because of the operational risks arising from factors such as processing errors and human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in

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personnel and errors caused by third party service providers or trading counterparties. Although the Funds attempt to minimize such failures through controls and oversight, it is not possible to identify all of the operational risks that may affect a Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures. A Fund and its shareholders could be negatively impacted as a result. Processes and controls developed may not eliminate or mitigate the occurrence or effects of all risks, and some risks may be simply beyond any control of the Funds, T. Rowe Price and its affiliates, or other service providers.

If a shareholder wishes to send a communication to any of the Boards, or to a specified director, the communication should be submitted in writing to Darrell Braman, Secretary of the T. Rowe Price Funds, 100 East Pratt Street, Baltimore, MD 21202, who will forward such communication to the directors.

Who are the directors and director nominees?

The Boards have proposed the persons listed below for election as director, each to hold office until the next annual meeting (if any), retirement, or resignation, or until his or her successor is duly elected and qualified. Shareholders are being asked to elect the directors of their respective Fund(s) only. A shareholder using the enclosed proxy card, or voting by telephone or online, can vote for all or any of the nominees or withhold his or her vote from all or any of such nominees. If the proxy card is properly executed but unmarked, or a telephone or online vote is submitted without an election, it will be voted for all of the nominees. Each of the nominees has agreed to serve as a director if elected; however, should any nominee become unable or unwilling to accept nomination or election, the persons named in the proxy will exercise their voting power in favor of such other person or persons as the Boards may recommend. There are no family relationships among these nominees.

Independent Directors Teresa Bryce Bazemore, Ronald J. Daniels, Bruce W. Duncan, Robert J. Gerrard, Jr., Paul F. McBride, Cecilia E. Rouse, John G. Schreiber, and Mark R. Tercek currently serve as independent directors to all of the T. Rowe Price Funds. Shareholders are being asked to elect Teresa Bryce Bazemore and Ronald J. Daniels to the Boards of all the T. Rowe Price Funds. Bruce W. Duncan, Robert J. Gerrard, Jr., Paul F. McBride, Cecilia E. Rouse, John G. Schreiber, and Mark R. Tercek were elected by the shareholders of all Funds in 2013 and are therefore not standing for shareholder election at this time.

Interested Directors Interested directors are considered as such because of their relationships with T. Rowe Price and its affiliates. They are also shareholders of T. Rowe Price Group, Inc., the parent company of the Funds’

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investment adviser. Edward C. Bernard currently serves as interested director and Chairman of the Board for all of the T. Rowe Price Funds. Mr. Bernard plans to retire from T. Rowe Price on December 31, 2018, and step down as a director and Chairman of the Boards assuming the election of all interested director nominees, with such resignation to occur at the conclusion of the upcoming July 25^th meeting of the Boards. Edward A. Wiese currently serves as interested director for all of the domestic fixed income Funds. Robert W. Sharps currently serves as interested director for the domestic equity and international Funds.

Shareholders are being asked to elect Mr. Wiese to continue serving on the Boards of domestic fixed income Funds and to elect Mr. Sharps to continue serving on the Boards of the domestic equity and international Funds. Shareholders are also being asked to elect David Oestreicher to begin serving as an interested director on the Boards of all T. Rowe Price Funds. Mr. Bernard will resign as director upon the election of Mr. Oestreicher to ensure that each Board has only two interested directors.

Each director’s/nominee’s experience, qualifications, attributes, or skills, on an individual basis and in combination with those of the other directors and nominees, have led to the conclusion that each director/nominee should serve on the Boards of the T. Rowe Price Funds. Attributes common to all directors/ nominees include the ability to review critically, evaluate, question, and discuss information provided to them, to interact effectively with the Funds’ management and counsel and the various service providers to the Funds, and to exercise reasonable business judgment in the performance of their duties as director. In addition, the actual service and commitment of the current directors during their tenure on the Funds’ Boards is taken into consideration in concluding that each should continue to serve. A director’s/nominee’s ability to perform his or her duties effectively may have been attained through his or her educational background or professional training; business, consulting, public service, or academic positions; experience from service as a director of the T. Rowe Price Funds, public companies, non-profit entities, or other organizations; or other experiences. Each director/nominee brings a diverse perspective to the Boards. Each director’s/nominee’s mailing address is 100 E. Pratt Street, Baltimore, MD 21202.

Set forth below is a brief discussion of the specific experience, qualifications, attributes, or skills of each director or director nominee that led to the conclusion that he or she should serve (or continue to serve) as a director.

Edward C. Bernard (not standing for election) has been an interested director and Chairman of the Board of all the T. Rowe Price Funds since 2006. Mr. Bernard has more than 25 years of experience in the investment management industry, all of which have been with T. Rowe Price. In addition to his responsibilities with T. Rowe Price and the T. Rowe Price Funds,

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Mr. Bernard served as chairman (from 2009 to 2011) and is currently the vice chairman of the Board of Governors of the Investment Company Institute (“ICI”), the national trade association for the mutual fund industry. Mr. Bernard plans to retire from T. Rowe Price on December 31, 2018 and step down as a director and Chairman of the Boards at the conclusion of the upcoming July 25^th meeting of the Boards.

Teresa Bryce Bazemore (standing for election) has more than 25 years of experience as a senior executive in the mortgage banking field, including building both mortgage insurance and services businesses. From July 2008 through April 2017, Ms. Bazemore served as the President of Radian Guaranty where she oversaw the strategic planning, business development, and operations of the mortgage insurance business line. Prior to Radian Guaranty, she was Senior Vice President, General Counsel, and Secretary for Nexstar Financial Corporation, and General Counsel of the mortgage banking line of business at Bank of America. Ms. Bazemore currently serves on the Board of Directors of the Federal Home Loan Bank of Pittsburgh and of Chimera Investment Corporation. She has been an independent director of the T. Rowe Price Funds since January 2018.

Ronald J. Daniels (standing for election) is the 14th president of Johns Hopkins University, a position he has held since 2009. In that role, he serves as the chair of the Executive Committee of Johns Hopkins Medicine and is a professor in the Department of Political Science. Previously, he was provost and professor of law at the University of Pennsylvania and dean and James M. Tory Professor of Law at the University of Toronto. He has been an independent director of the T. Rowe Price Funds since January 2018.

Bruce W. Duncan (not standing for election) has substantial experience in the field of commercial real estate. He currently serves as chairman of the Board of First Industrial Realty Trust, and he served as president until September 2016 and chief executive officer until December 2016. In May 2016, Mr. Duncan became a member of the Board and Compensation Committee of Boston Properties. He has been an independent director of the T. Rowe Price Funds since October 2013. In September 2014, he became a member of the Joint Audit Committee and, in July 2017, he became the chairman of the committee. In September 2016, Mr. Duncan became a member of the Board and Finance Committee of Marriott International, Inc. In October 2017, Mr. Duncan became a member of the board of governors of the ICI and a member of the governing board of the Independent Directors Council, a national association for mutual fund independent directors that is part of the ICI.

Robert J. Gerrard, Jr., (not standing for election) has been an independent director of certain T. Rowe Price Funds since 2012 (and all T. Rowe Price Funds since October 2013) and served as a chairman of the Joint Audit

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Committee until July 2017. He has substantial legal and business experience in the industries relating to communications and interactive data services. He has served on the Board and Compensation Committee for Syniverse Holdings and as general counsel to Scripps Networks.

Paul F. McBride (not standing for election) has served in various management and senior leadership roles with the Black & Decker Corporation and General Electric Company. He led businesses in the materials, industrial, and consumer durable segments, and has significant global experience. He has served on the Boards of a number of private and nonprofit entities, including Vizzia Technologies, Dunbar Armored, Gilman School, Living Classrooms Foundation, and Bridges Baltimore. He has been an independent director of the T. Rowe Price Funds since October 2013 and, in September 2014, he became a member of the Joint Audit Committee.

David Oestreicher (standing for election)is the chief legal counsel for T. Rowe Price and a member of the firm’s management committee. David serves as a member of the ICI Mutual Insurance Company Board of Governors, a member of its executive committee and chairman of its risk management committee. He also serves as a director on the Board of the Investment Adviser Association and previously served as the chairman of its legal and regulatory committee. In addition, he previously served as the chairman of the international committee of the ICI. Before joining T. Rowe Price in 1997, Mr. Oestreicher was special counsel in the Division of Market Regulation with the SEC.

Cecilia E. Rouse (not standing for election) has been an independent director of certain T. Rowe Price Funds since 2012 (and all T. Rowe Price Funds since October 2013) and became a member of the Joint Audit Committee in September 2014. Dr. Rouse has extensive experience in the fields of higher education and economic research. She has served in a variety of roles at Princeton University, including as a dean, professor, and leader of research in labor economics. She has also served on the Board of the National Bureau of Economic Research and MDRC, a nonprofit education and social policy organization dedicated to improving programs and policies that affect the poor, and as a member of numerous entities, including the American Economic Association, National Bureau of Economic Research, National Academy of Education, and the Association of Public Policy and Management Policy Council.

John G. Schreiber (not standing for election) has been an independent director of the T. Rowe Price Funds for more than 20 years and served as a member of the Joint Audit Committee until September 2015. He currently serves as the interim Lead Independent Director. He has significant experience investing in real estate transactions and brings substantial financial services and investment management experience to the Boards. He is the president of

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Centaur Capital Partners, Inc. and a retired partner and cofounder of Blackstone Real Estate Advisors. He previously served as chairman and chief executive officer of JMB Urban Development Co. and executive vice president of JMB Realty Corporation. Mr. Schreiber currently serves on the Boards of JMB Realty Corporation, Brixmor Property Group, Hilton Worldwide, and is a trustee of Loyola University of Chicago, and is a past Board member of Urban Shopping Centers, Inc., Host Hotels & Resorts, Inc., The Rouse Company, General Growth Properties, AMLI Residential Properties Trust, Blackstone Mortgage Trust, Invitation Homes, and Hudson Pacific Properties.

Robert W. Sharps (standing for election) has been an interested director of the domestic equity and international T. Rowe Price Funds since April 2017. Mr. Sharps served as the co-head of Global Equities at T. Rowe Price until February 2018, at which point he became the Head of Investments. He has served as the Group Chief Investment Officer for T. Rowe Price since April 2017. He is also a member of the T. Rowe Price Management Committee, Management Compensation Committee, International Steering Committee, Equity Steering Committee, Asset Allocation Committee, and Product Strategy Committee. Prior to joining T. Rowe Price in 1997, Mr. Sharps was a senior consultant at KPMG Peat Marwick. In addition to his various offices held with T. Rowe Price and its affiliates, Mr. Sharps is a Chartered Financial Analyst.

Mark R. Tercek (not standing for election) has been an independent director of the T. Rowe Price Funds since 2009. Mr. Tercek served as chairman of the Joint Audit Committee until September 2014 and served as a member of the committee since July 2017. He brings substantial financial services experience to the Boards. He was a managing director of Goldman Sachs and is currently president and chief executive officer of The Nature Conservancy.

Edward A. Wiese (standing for election) has been an interested director of the domestic fixed income T. Rowe Price Funds since 2015. Mr. Wiese is a Chartered Financial Analyst with over 30 years of investment experience, all of which have been with T. Rowe Price. He currently serves as the director of fixed income for T. Rowe Price and as the chairman of the T. Rowe Price Fixed Income Steering Committee, and served as a portfolio manager for various short-term bond and low duration domestic bond strategies until December 2016.

The following table entitled “Independent Directors / Nominees” provides biographical information for the independent directors, including those who have been nominated for election as an independent director, along with their principal occupation(s) during the past five years and any directorships of public companies and other investment companies. The directors of the Funds believe it is important to have an investment in the T. Rowe Price Funds. Directors are expected to invest the equivalent of at least one year of their directors’ fees in the T. Rowe Price Funds and new directors are given at

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least three years to reach this threshold. The directors allocate their investments among the T. Rowe Price Funds based on their own investment objectives. Accordingly, the table also shows their ownership in the Funds on which they currently serve or to which they are being nominated to serve as director, as well as their total ownership in all of the T. Rowe Price Funds. The table entitled “Interested Directors / Nominees” provides similar information, except the information pertains to the interested directors, including those who have been nominated for election as an interested director.


Independent Directors / Nominees
Name, Year of Birth, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies	Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017		Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017
Teresa Bryce Bazemore, 1959 Director / Nominee of all T. Rowe Price Funds (191 portfolios) President, Radian Guaranty (2008 to 2017); Member, Bazemore Consulting LLC (2018 to present) Chimera Investment Corporation (2017 to present); Federal Home Loan Bank of Pittsburgh (2017 to present)	Blue Chip Growth Emerging Markets Local Currency Bond	Over $100,000(a) Over $100,000(a)	Over $100,000(a)
Ronald J. Daniels, 1959 Director / Nominee of all T. Rowe Price Funds (191 portfolios) President, The Johns Hopkins University(b) and Professor, Political Science Department, The Johns Hopkins University (2009 to present) Lyndhurst Holdings (2015 to present)	None	None	None

PAGE 15


Independent Directors / Nominees
Name, Year of Birth, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies	Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017		Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017
Bruce W. Duncan, 1951 Director of all T. Rowe Price Funds (191 portfolios) Chief Executive Officer and Director (January 2009 to December 2016), Chairman of the Board (January 2016 to present), and President (January 2009 to September 2016), First Industrial Realty Trust, owner and operator of industrial properties; Chairman of the Board (2005 to September 2016) and Director (1999 to September 2016), Starwood Hotels & Resorts, a hotel and leisure company Starwood Hotels & Resorts (1999 to September 2016); Boston Properties (May 2016 to present); Marriott International, Inc. (September 2016 to present)	Emerging Markets Stock	Over $100,000	Over $100,000

PAGE 16


Independent Directors / Nominees
Name, Year of Birth, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies	Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017		Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017
Robert J. Gerrard, Jr., 1952 Director of all T. Rowe Price Funds (191 portfolios) Advisory Board Member, Pipeline Crisis/Winning Strategies, a collaborative working to improve opportunities for young African Americans (1997 to January 2016) None	Blue Chip Growth Capital Appreciation Capital Opportunities Communications & Technology Dividend Growth Emerging Europe Emerging Markets Bond Emerging Markets Stock Emerging Markets Value Stock European Stock Financial Services Floating Rate Fund—I Class Global Stock Global Technology Growth Stock Health Sciences International Discovery International Stock Japan Latin America Mid-Cap Growth Fund—Advisor Class New America Growth New Horizons Personal Strategy Balanced Personal Strategy Growth QM U.S. Small & Mid-Cap Core Equity Retirement 2020 Retirement 2025 Retirement 2030 Retirement 2035 Retirement 2060 Science & Technology Small-Cap Stock Small-Cap Value U.S. Large-Cap Core	$10,001–$50,000 Over $100,000 $50,001–$100,000 Over $100,000 $10,001–$50,000 $10,001–$50,000 $1–$10,000 $10,001–$50,000 $10,001–$50,000 $1–$10,000 $50,001–$100,000 $10,001–$50,000 $10,001–$50,000 Over $100,000 $50,001–$100,000 $50,001–$100,000 $10,001–$50,000 $10,001–$50,000 $10,001–$50,000 $1–$10,000 Over $100,000 $10,001–$50,000 Over $100,000 $50,001–$100,000 $50,001–$100,000 $10,001–$50,000 $50,001–$100,000 $50,001–$100,000 $10,001–$50,000 $10,001–$50,000 $10,001–$50,000 $50,001–$100,000 $50,001–$100,000 $1–$10,000 $10,001–$50,000	Over $100,000
Paul F. McBride, 1956 Director of all T. Rowe Price Funds (191 portfolios) Advisory Board Member, Vizzia Technologies (2015 to present); Board Member, Dunbar Armored (2012 to present) None	Capital Appreciation Health Sciences New America Growth Real Estate Tax-Free High Yield	Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000	Over $100,000

PAGE 17


Independent Directors / Nominees
Name, Year of Birth, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies	Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017		Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017
Cecilia E. Rouse, Ph.D., 1963 Director of all T. Rowe Price Funds (191 portfolios) Dean, Woodrow Wilson School (2012 to present); Professor and Researcher, Princeton University (1992 to present); Member of National Academy of Education (2010 to present); Director, MDRC, a nonprofit education and social policy research organization (2011 to present); Research Associate of Labor Studies Program at the National Bureau of Economic Research (2011 to 2015); Board Member of the National Bureau of Economic Research (2011 to present); Chair of Committee on the Status of Minority Groups in the Economic Profession of the American Economic Association (2012 to 2017); Vice President (2015 to 2016), American Economic Association None	Personal Strategy Balanced Retirement 2030	Over $100,000 Over $100,000	Over $100,000

PAGE 18


Independent Directors / Nominees
Name, Year of Birth, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies	Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017		Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017
John G. Schreiber, 1946 Director of all T. Rowe Price Funds (191 portfolios) Owner/President, Centaur Capital Partners, Inc., a real estate investment company (1991 to present); Cofounder, Partner, and Cochairman of the Investment Committee, Blackstone Real Estate Advisors, L.P. (1992 to 2015); Director, General Growth Properties, Inc. (2010 to 2013); Director, Blackstone Mortgage Trust, a real estate finance company (2012 to 2016); Director and Chairman of the Board, Brixmor Property Group, Inc. (2013 to present); Director, Hilton Worldwide (2013 to present); Director, Hudson Pacific Properties (2014 to 2016); Director, Invitation Homes (2014 to present) General Growth Properties, Inc. (2010 to 2013); Blackstone Mortgage Trust (2012 to 2016); Hilton Worldwide (2013 to present); Brixmor Property Group, Inc. (2013 to present); Hudson Pacific Properties (2014 to 2016)	Blue Chip Growth Cash Reserves Emerging Markets Stock GNMA Government Money Growth & Income High Yield Japan Latin America New Era New Income Short-Term Bond Summit Municipal Income Summit Municipal Intermediate Summit Municipal Money Tac-Free High Yield U.S. Treasury Intermediate U.S. Treasury Long-Term U.S. Treasury Money Value Fund—I Class	Over $100,000 Over $100,000 Over $100,000 Over $100,000 $10,001–$50,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 $50,001–$100,000 Over $100,000 Over $100,000 Over $100,000 $1–$10,000 Over $100,000	Over $100,000
Mark R. Tercek, 1957 Director of all T. Rowe Price Funds (191 portfolios) President and Chief Executive Officer, The Nature Conservancy (2008 to present) None	Cash Reserves Emerging Markets Stock	Over $100,000 Over $100,000	Over $100,000

(a) Holdings information for Ms. Bazemore is as of February 28, 2018.

(b) William J. Stromberg, President and Chief Executive Officer of T. Rowe Price Group, Inc. (the parent company of the T. Rowe Price Funds’ investment adviser), has served on the Board of Trustees of Johns Hopkins University since 2014 and is a member of the Johns Hopkins University’s Board’s Compensation Committee.

PAGE 19


Interested Directors / Nominees
Name, Year of Birth, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies	Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017		Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017
Edward C. Bernard, 1956 Director and Chairman of all T. Rowe Price Funds (191 portfolios) Director and Vice President, T. Rowe Price Associates, Inc.; Vice Chairman of the Board, Director, and Vice President, T. Rowe Price Group, Inc.; Chairman of the Board, Director, and Vice President, T. Rowe Price Investment Services, Inc. and T. Rowe Price Services, Inc.; Chairman of the Board and Director, T. Rowe Price Retirement Plan Services, Inc.; Chairman of the Board, Chief Executive Officer, Director, and President, T. Rowe Price International and T. Rowe Price Trust Company None	Capital Appreciation Cash Reserves Emerging Markets Stock Equity Income Global Stock Government Money Growth Stock High Yield Institutional Global Focused Growth Equity Institutional Mid-Cap Equity Growth Institutional Small-Cap Stock Intermediate Tax-Free High Yield Fund—I Class International Discovery International Stock New Asia New Asia Fund—I Class New Horizons Real Estate Fund—I Class Retirement 2055 Science & Technology Science & Technology Fund—I Class Short-Term Bond Fund—I Class Small-Cap Stock Fund—I Class Small-Cap Value Spectrum Growth Spectrum Income Spectrum International Summit Municipal Intermediate Tax-Free Short-Intermediate Fund—I Class Total Equity Market Index U.S. Treasury Money	Over $100,000 Over $100,000 $50,001–$100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 $10,001–$50,000 Over $100,000 Over $100,000 $10,001–$50,000 Over $100,000 $10,001–$50,000 $10,001–$50,000 $10,001–$50,000 Over $100,000 $50,001–$100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 $50,001–$100,000 Over $100,000 $10,001–$50,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000	Over $100,000

PAGE 20


Interested Directors / Nominees
Name, Year of Birth, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies	Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017		Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017
David Oestreicher, 1967 Director/Nominee of all T. Rowe Price Funds (191 portfolios) Vice President, all T. Rowe Price Funds Chief Legal Officer and Vice President, T. Rowe Price Group, Inc.; Director and Vice President, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; Vice President, T. Rowe Price Associates, Inc., T. Rowe Price Hong Kong Limited, T. Rowe Price International Ltd, and T. Rowe Price Singapore Private Ltd. None	Equity Income Government Money Health Sciences Fund—I Class Institutional High Yield Institutional Small-Cap Stock Institutional Global Focused Growth Equity New America Growth Fund—I Class New Asia Fund—I Class Retirement 2025 Retirement 2030 Retirement 2035 Science & Technology U.S. Treasury Money	$10,001–$50,000 Over $100,000 Over $100,000 $50,001–$100,000 Over $100,000 $10,001–$50,000 Over $100,000 $10,001–$50,000 $10,001–$50,000 $10,001–$50,000 $50,001–$100,000 Over $100,000 $10,001–$50,000	Over $100,000
Robert W. Sharps, 1971 Director/Nominee of domestic equity and international T. Rowe Price Funds (135 portfolios) Vice President, T. Rowe Price Associates, Inc., T. Rowe Price Group, Inc., and T. Rowe Price Trust Company President, Equity Series and Institutional Equity Funds; Vice President, Blue Chip Growth Fund, Growth Stock Fund, Institutional International Funds, International Funds, Multi-Strategy Total Return Fund, New America Growth Fund, Personal Strategy Funds, Retirement Funds, and Spectrum Fund None	Capital Appreciation Cash Reserves Credit Opportunities Dividend Growth Financial Services Fund—I Class Floating Rate Fund—I Class Global Allocation Global Real Estate Fund—I Class Government Money Health Sciences Fund—I Class High Yield Institutional Global Focused Growth Equity Institutional Large-Cap Growth Institutional Mid-Cap Equity Growth Institutional Small-Cap Stock Latin America Fund—I Class Maryland Short-Term Tax-Free Bond Maryland Tax-Free Bond Maryland Tax-Free Money New America Growth Fund—I Class New Asia Fund—I Class Spectrum Growth Tax-Free High Yield U.S. Treasury Money Ultra Short-Term Bond	Over $100,000 Over $100,000 Over $100,000 Over $100,000 $50,001–$100,000 Over $100,000 Over $100,000 $10,001–$50,000 $1–$10,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 $10,001–$50,000 Over $100,000 Over $100,000 $1–$10,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000 Over $100,000	Over $100,000

PAGE 21


Interested Directors / Nominees
Name, Year of Birth, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies	Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017		Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017
Edward A. Wiese, 1959 Director/Nominee of domestic fixed income T. Rowe Price Funds (56 portfolios) Vice President, T. Rowe Price Associates, Inc., T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company President, Fixed Income Series, High Yield Fund, and Multi-Sector Account Portfolios None	Cash Reserves Dynamic Global Bond Emerging Markets Bond Global High Income Bond Global Stock Global Technology Government Money Health Sciences Institutional Floating Rate International Stock New Era Science & Technology Science & Technology Fund—Advisor Class Short-Term Bond Short-Term Bond Fund—I Class Spectrum Growth Total Equity Market Index U.S. Treasury Money	Over $100,000 Over $100,000 $50,001–$100,000 Over $100,000 Over $100,000 $10,001–$50,000 Over $100,000 Over $100,000 Over $100,000 $1–$10,000 $10,001–$50,000 $10,001–$50,000 Over $100,000 $50,001–$100,000 Over $100,000 $10,001–$50,000 $10,001–$50,000 Over $100,000	Over $100,000

PAGE 22

The following table entitled “Term of T. Rowe Price Funds Directorship” shows the year from which each current director has served on each Fund’s Board (or that of the corporation of which the Fund is a part). Please note that Mr. Oestreicher is not shown in the table because he does not currently serve on the Board of any T. Rowe Price Fund.

Term of T. Rowe Price Funds Directorship


Corporation	Bazemore	Bernard	Daniels	Duncan	Gerrard	McBride	Rouse	Sharps	Schreiber	Tercek	Wiese
Balanced Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Blue Chip Growth Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Capital Appreciation Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Capital Appreciation & Income Fund	2018	2017	2018	2017	2017	2017	2017	2017	2017	2017	—
Capital Opportunity Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Communications & Technology Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Corporate Income Fund	2018	2006	2018	2013	2013	2013	2013	—	1995	2009	2015
Credit Opportunities Fund	2018	2014	2018	2014	2014	2014	2014	—	2014	2014	2015
Diversified Mid-Cap Growth Fund	2018	2006	2018	2013	2012	2013	2012	2017	2003	2009	—
Dividend Growth Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Equity Income Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Equity Series	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Financial Services Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Fixed Income Series	2018	2006	2018	2013	2013	2013	2013	—	1994	2009	2015
Floating Rate Fund	2018	2011	2018	2013	2013	2013	2013	—	2011	2011	2015
Global Allocation Fund	2018	2013	2018	2013	2013	2013	2013	2017	2013	2013	—
Global Multi-Sector Bond Fund	2018	2008	2018	2013	2013	2013	2013	—	2008	2009	2015
Global Real Estate Fund	2018	2008	2018	2013	2012	2013	2012	2017	2008	2009	—
Global Technology Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
GNMA Fund	2018	2006	2018	2013	2013	2013	2013	—	1992	2009	2015
Government Money Fund	2018	2006	2018	2013	2013	2013	2013	—	1992	2009	2015
Growth & Income Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Growth Stock Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—

PAGE 23


Corporation	Bazemore	Bernard	Daniels	Duncan	Gerrard	McBride	Rouse	Sharps	Schreiber	Tercek	Wiese
Health Sciences Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
High Yield Fund	2018	2006	2018	2013	2013	2013	2013	—	1992	2009	2015
Index Trust	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Inflation Protected Bond Fund	2018	2006	2018	2013	2013	2013	2013	—	2002	2009	2015
Institutional Equity Funds	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Institutional Income Funds	2018	2006	2018	2013	2013	2013	2013	—	2002	2009	2015
Institutional International Funds	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Intermediate Tax-Free High Yield Fund	2018	2014	2018	2014	2014	2014	2014	—	2014	2014	2015
International Funds	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
International Index Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
International Series	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Limited Duration Inflation Focused Bond Fund	2018	2006	2018	2013	2013	2013	2013	—	2006	2009	2015
Mid-Cap Growth Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Mid-Cap Value Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Multi-Sector Account Portfolios	2018	2012	2018	2013	2013	2013	2013	—	2012	2012	2015
Multi-Strategy Total Return Fund	2018	2017	2018	2017	2017	2017	2017	2017	2017	2017	—
New America Growth Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
New Era Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
New Horizons Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
New Income Fund	2018	2006	2018	2013	2013	2013	2013	—	1992	2009	2015
Personal Strategy Funds	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Quantitative Management Funds	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Real Assets Fund	2018	2010	2018	2013	2012	2013	2012	2017	2010	2010	—
Real Estate Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—

PAGE 24


Corporation	Bazemore	Bernard	Daniels	Duncan	Gerrard	McBride	Rouse	Sharps	Schreiber	Tercek	Wiese
TRP Reserve Investment Funds	2018	2006	2018	2013	2013	2013	2013	—	1997	2009	2015
Retirement Funds	2018	2006	2018	2013	2012	2013	2012	2017	2002	2009	—
Science & Technology Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Short-Term Bond Fund	2018	2006	2018	2013	2013	2013	2013	—	1992	2009	2015
Small-Cap Stock Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Small-Cap Value Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Spectrum Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
State Tax-Free Funds	2018	2006	2018	2013	2013	2013	2013	—	1992	2009	2015
Summit Income Funds	2018	2006	2018	2013	2013	2013	2013	—	1993	2009	2015
Summit Municipal Funds	2018	2006	2018	2013	2013	2013	2013	—	1993	2009	2015
Tax-Efficient Funds	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—
Tax-Exempt Money Fund	2018	2006	2018	2013	2013	2013	2013	—	1992	2009	2015
Tax-Free High Yield Fund	2018	2006	2018	2013	2013	2013	2013	—	1992	2009	2015
Tax-Free Income Fund	2018	2006	2018	2013	2013	2013	2013	—	1992	2009	2015
Tax-Free Short-Intermediate Fund	2018	2006	2018	2013	2013	2013	2013	—	1992	2009	2015
Total Return Fund	2018	2016	2018	2016	2016	2016	2016	—	2016	2016	2016
U.S. Bond Enhanced Index Fund	2018	2006	2018	2013	2013	2013	2013	—	2000	2009	2015
U.S. Large-Cap Core Fund	2018	2009	2018	2013	2012	2013	2012	2017	2009	2009	—
U.S. Treasury Funds	2018	2006	2018	2013	2013	2013	2013	—	1992	2009	2015
Value Fund	2018	2006	2018	2013	2012	2013	2012	2017	2001	2009	—

PAGE 25

What are the directors paid for their services to the Funds?

Messrs. Oestreicher (if elected), Sharps, and Weise are considered “interested persons” of the Funds because they are employed by, and also serve as officers of, T. Rowe Price and its affiliates. The officers of the Funds and interested directors do not receive any compensation or benefits from the Funds for their service.

As of January 1, 2018, the independent directors are paid $310,000 annually for their service on the Boards. The Lead Independent Director receives an additional $150,000 annually for serving in this capacity. An independent director serving on the Joint Audit Committee receives an additional $30,000 annually for his/her service and the chairman of the Joint Audit Committee receives an additional $10,000 for his/her service. An independent director serving as a member of a Special Committee of the Independent Directors receives an additional $1,500 per meeting of the Special Committee.

The following table entitled “Compensation” shows the accrued amounts paid by each Fund, and the total compensation that was paid from all of the Funds, to all of the independent directors for the 2017 calendar year. The fees are allocated to each Fund on a pro rata basis based on each Fund’s net assets relative to the other Funds. The independent directors of the Funds do not receive any pension or retirement benefits from the Funds or T. Rowe Price.

Compensation


Fund	Aggregate Compensation From
Fund	Bazemore*	Daniels*	Duncan	Gerrard	McBride	Rouse	Schreiber	Tercek
Africa & Middle East	—	—	$59	$58	$59	$59	$54	$56
Asia Opportunities	—	—	21	20	21	21	19	20
Balanced	—	—	1,723	1,683	1,717	1,710	1,555	1,611
Blue Chip Growth	—	—	16,835	16,388	16,772	16,688	15,186	15,768
Blue Chip Growth Portfolio	—	—	443	430	441	439	399	415
California Tax-Free Bond	—	—	271	265	270	269	245	253
California Tax-Free Money	—	—	22	21	21	21	19	20
Capital Appreciation	—	—	12,265	11,982	12,222	12,168	11,066	11,467
Capital Appreciation & Income(a)	—	—	—	—	—	—	—	—
Capital Opportunity	—	—	241	235	240	239	217	225
Cash Reserves	—	—	975	953	971	967	880	911
Communications & Technology	—	—	1,888	1,839	1,881	1,872	1,703	1,768
Corporate Income	—	—	406	397	405	403	366	380
Credit Opportunities	—	—	20	19	20	20	18	19
Diversified Mid-Cap Growth	—	—	313	305	312	311	283	293
Dividend Growth	—	—	3,369	3,286	3,357	3,341	3,040	3,153
Dynamic Global Bond	—	—	179	172	179	176	162	169
Emerging Europe	—	—	77	75	77	76	69	72

PAGE 26


Fund	Aggregate Compensation From
Fund	Bazemore*	Daniels*	Duncan	Gerrard	McBride	Rouse	Schreiber	Tercek
Emerging Markets Bond	—	—	2,876	2,812	2,866	2,854	2,595	2,688
Emerging Markets Corporate Bond	—	—	26	25	26	26	23	24
Emerging Markets Corporate Multi-Sector Account Portfolio(b)	—	—	14	13	13	13	12	13
Emerging Markets Local Currency Bond	—	—	136	132	135	134	122	127
Emerging Markets Local Multi-Sector Account Portfolio(b)	—	—	13	13	13	13	12	13
Emerging Markets Stock	—	—	3,887	3,780	3,872	3,851	3,507	3,642
Emerging Markets Value Stock	—	—	14	14	14	14	13	13
Equity Income	—	—	9,761	9,570	9,732	9,692	8,811	9,112
Equity Income Portfolio	—	—	321	314	320	318	289	300
Equity Index 500	—	—	12,797	12,540	12,759	12,705	11,551	11,949
Equity Index 500 Portfolio	—	—	8	8	8	8	7	8
European Stock	—	—	474	462	472	470	427	444
Extended Equity Market Index	—	—	357	349	356	354	322	333
Financial Services	—	—	335	329	334	333	303	313
Floating Rate	—	—	414	403	412	410	373	387
Floating Rate Multi-Sector Account Portfolio(b)	—	—	32	31	32	32	29	30
Georgia Tax-Free Bond	—	—	139	136	138	138	125	130
Global Allocation	—	—	108	105	107	107	97	101
Global Consumer	—	—	5	5	5	5	5	5
Global Growth Stock	—	—	53	51	53	53	48	50
Global High Income Bond	—	—	32	31	32	32	29	30
Global Industrials	—	—	9	9	9	9	9	9
Global Multi-Sector Bond	—	—	189	183	188	187	170	177
Global Real Estate	—	—	93	91	92	92	84	86
Global Stock	—	—	304	295	303	301	274	285
Global Technology	—	—	2,042	1,976	2,034	2,022	1,841	1,918
GNMA	—	—	628	615	626	623	567	586
Government Money	—	—	3,638	3,558	3,626	3,610	3,283	3,400
Government Money Portfolio	—	—	12	11	12	12	11	11
Government Reserve	—	—	7,511	7,340	7,480	7,451	6,774	7,019
Growth & Income	—	—	773	755	771	767	698	723
Growth Stock	—	—	21,657	21,152	21,582	21,485	19,541	20,252
Health Sciences	—	—	4,818	4,701	4,800	4,779	4,347	4,507
Health Sciences Portfolio	—	—	275	269	274	273	248	258
High Yield	—	—	4,189	4,105	4,175	4,159	3,780	3,910
High Yield Multi-Sector Account Portfolio(b)	—	—	8	8	8	8	7	7

PAGE 27


Fund	Aggregate Compensation From
Fund	Bazemore*	Daniels*	Duncan	Gerrard	McBride	Rouse	Schreiber	Tercek
Inflation Protected Bond	—	—	211	206	210	209	190	197
Institutional Africa & Middle East	—	—	76	74	75	75	68	71
Institutional Cash Reserves	—	—	18	18	18	18	17	17
Institutional Core Plus	—	—	226	221	225	224	203	211
Institutional Credit Opportunities	—	—	11	11	11	11	10	10
Institutional Emerging Markets Bond	—	—	144	140	143	142	130	135
Institutional Emerging Markets Equity	—	—	572	554	569	566	515	537
Institutional Floating Rate	—	—	2,189	2,138	2,181	2,171	1,975	2,046
Institutional Frontier Markets Equity	—	—	24	24	24	24	22	23
Institutional Global Focused Growth Equity	—	—	18	18	18	18	16	17
Institutional Global Growth Equity	—	—	174	170	174	173	157	163
Institutional Global Multi-Sector Bond	—	—	13	13	13	13	12	12
Institutional Global Value Equity	—	—	5	4	5	5	4	4
Institutional High Yield	—	—	776	759	773	770	700	725
Institutional International Bond	—	—	158	154	157	157	142	148
Institutional International Concentrated Equity	—	—	200	194	199	198	180	187
Institutional International Core Equity	—	—	69	68	69	69	63	65
Institutional International Growth Equity	—	—	24	23	24	23	21	22
Institutional Large-Cap Core Growth	—	—	1,179	1,149	1,175	1,169	1,064	1,104
Institutional Large-Cap Growth	—	—	6,086	5,934	6,064	6,035	5,491	5,696
Institutional Large-Cap Value	—	—	1,518	1,481	1,513	1,505	1,370	1,420
Institutional Long Duration Credit	—	—	16	16	16	16	15	15
Institutional Mid-Cap Equity Growth	—	—	2,772	2,704	2,762	2,749	2,501	2,594
Institutional Small-Cap Stock	—	—	1,671	1,629	1,664	1,657	1,507	1,563
Institutional U.S. Structured Research	—	—	273	267	272	271	246	255
Intermediate Tax-Free High Yield	—	—	23	22	23	23	21	21
International Bond	—	—	2,154	2,101	2,146	2,137	1,942	2,015
International Bond(USD Hedged)	—	—	24	22	24	23	22	23

PAGE 28


Fund	Aggregate Compensation From
Fund	Bazemore*	Daniels*	Duncan	Gerrard	McBride	Rouse	Schreiber	Tercek
International Concentrated Equity	—	—	9	9	9	9	8	8
International Discovery	—	—	2,688	2,607	2,677	2,663	2,424	2,522
International Equity Index	—	—	238	232	238	236	215	223
International Stock	—	—	6,827	6,675	6,803	6,774	6,160	6,380
International Stock Portfolio	—	—	153	149	152	151	138	143
International Value Equity	—	—	5,663	5,529	5,644	5,618	5,109	5,297
Investment-Grade Corporate Multi-Sector Account Portfolio(b)	—	—	44	43	44	43	39	41
Japan	—	—	247	240	246	244	223	231
Latin America	—	—	287	279	285	284	258	268
Limited Duration Inflation Focused Bond	—	—	3,530	3,449	3,517	3,502	3,185	3,300
Limited-Term Bond Portfolio	—	—	181	177	180	179	163	169
Maryland Short-Term Tax-Free Bond	—	—	86	84	86	85	77	80
Maryland Tax-Free Bond	—	—	980	958	977	972	884	916
Maryland Tax-Free Money	—	—	35	35	35	35	32	33
Mid-Cap Growth	—	—	12,028	11,736	11,985	11,930	10,851	11,253
Mid-Cap Growth Portfolio	—	—	191	187	190	189	172	179
Mid-Cap Index	—	—	3	3	3	3	2	2
Mid-Cap Value	—	—	5,910	5,784	5,890	5,865	5,333	5,521
Mortgage-Backed Securities Multi-Sector Account Portfolio(b)	—	—	53	52	53	53	48	50
Multi-Strategy Total Return(c)	3	3	4	3	4	4	5	4
New America Growth	—	—	1,712	1,669	1,706	1,698	1,544	1,602
New America Growth Portfolio	—	—	85	83	85	85	77	80
New Asia	—	—	1,232	1,200	1,227	1,221	1,111	1,153
New Era	—	—	1,567	1,532	1,562	1,555	1,414	1,464
New Horizons	—	—	8,466	8,250	8,435	8,395	7,637	7,926
New Income	—	—	14,896	14,544	14,841	14,779	13,435	13,930
New Jersey Tax-Free Bond	—	—	167	163	167	166	151	156
New York Tax-Free Bond	—	—	208	203	207	206	187	194
New York Tax-Free Money	—	—	25	24	24	24	22	23
Overseas Stock	—	—	6,173	6,014	6,150	6,122	5,568	5,780
Personal Strategy Balanced	—	—	955	933	952	947	862	893
Personal Strategy Balanced Portfolio	—	—	73	72	73	73	66	69
Personal Strategy Growth	—	—	844	822	841	837	762	791

PAGE 31


Fund	Aggregate Compensation From
Fund	Bazemore*	Daniels*	Duncan	Gerrard	McBride	Rouse	Schreiber	Tercek
Personal Strategy Income	—	—	806	786	803	800	728	755
QM Global Equity	—	—	6	6	6	6	6	6
QM U.S. Small & Mid-Cap Core Equity	—	—	17	16	17	17	15	16
QM U.S. Small-Cap Growth Equity	—	—	1,910	1,850	1,902	1,891	1,722	1,793
QM U.S. Value Equity	—	—	8	8	8	8	7	7
Real Assets	—	—	1,471	1,442	1,467	1,461	1,328	1,373
Real Estate	—	—	2,759	2,701	2,750	2,738	2,490	2,577
Retirement 2005	—	—	779	762	776	773	703	727
Retirement 2010	—	—	2,385	2,337	2,377	2,367	2,152	2,226
Retirement 2015	—	—	4,052	3,971	4,039	4,023	3,657	3,782
Retirement 2020	—	—	11,229	10,999	11,193	11,147	10,134	10,486
Retirement 2025	—	—	9,305	9,104	9,275	9,235	8,397	8,694
Retirement 2030	—	—	11,890	11,633	11,851	11,801	10,729	11,109
Retirement 2035	—	—	7,117	6,960	7,093	7,063	6,422	6,651
Retirement 2040	—	—	8,359	8,176	8,332	8,296	7,543	7,812
Retirement 2045	—	—	4,417	4,317	4,402	4,383	3,986	4,129
Retirement 2050	—	—	3,531	3,448	3,519	3,503	3,186	3,302
Retirement 2055	—	—	1,499	1,463	1,494	1,487	1,353	1,403
Retirement 2060	—	—	116	112	116	115	105	110
Retirement Balanced	—	—	1,216	1,191	1,212	1,207	1,097	1,136
Retirement I 2005 Fund—I Class	—	—	34	32	34	33	30	32
Retirement I 2010 Fund—I Class	—	—	129	125	128	128	116	121
Retirement I 2015 Fund—I Class	—	—	232	225	231	230	209	218
Retirement I 2020 Fund—I Class	—	—	768	742	764	760	692	722
Retirement I 2025 Fund—I Class	—	—	626	603	623	619	564	589
Retirement I 2030 Fund—I Class	—	—	921	889	917	912	830	867
Retirement I 2035 Fund—I Class	—	—	523	503	520	517	471	492
Retirement I 2040 Fund—I Class	—	—	707	682	703	699	637	665
Retirement I 2045 Fund—I Class	—	—	342	329	341	339	308	322
Retirement I 2050 Fund—I Class	—	—	371	358	369	367	334	349
Retirement I 2055 Fund—I Class	—	—	121	116	120	119	109	114
Retirement I 2060 Fund—I Class	—	—	17	16	16	16	15	16
Retirement Balanced I Fund—I Class	—	—	73	71	73	72	66	69
Retirement Income 2020	—	—	2	1	2	2	1	2
Science & Technology	—	—	2,033	1,981	2,026	2,016	1,834	1,904
Short-Term	—	—	1,154	1,143	1,153	1,149	1,043	1,072
Short-Term Bond	—	—	2,184	2,139	2,177	2,168	1,971	2,040
Short-Term Government	—	—	0	0	0	0	0	0
Small-Cap Index	—	—	3	3	3	3	2	3

PAGE 32


Fund	Aggregate Compensation From
Fund	Bazemore*	Daniels*	Duncan	Gerrard	McBride	Rouse	Schreiber	Tercek
Small-Cap Stock	—	—	4,160	4,076	4,147	4,130	3,755	3,884
Small-Cap Value	—	—	4,308	4,214	4,294	4,275	3,888	4,025
Spectrum Growth	—	—	1,589	1,553	1,584	1,577	1,434	1,486
Spectrum Income	—	—	2,869	2,804	2,859	2,846	2,589	2,682
Spectrum International	—	—	585	569	582	580	527	547
Summit Municipal Income	—	—	558	545	556	553	503	522
Summit Municipal Intermediate	—	—	2,026	1,975	2,019	2,009	1,828	1,897
Summit Municipal Money Market	—	—	55	54	55	55	50	51
Target 2005	—	—	14	13	13	13	12	13
Target 2010	—	—	28	27	28	27	25	26
Target 2015	—	—	79	77	78	78	71	74
Target 2020	—	—	106	103	106	105	96	99
Target 2025	—	—	89	87	89	88	80	83
Target 2030	—	—	91	89	91	91	82	86
Target 2035	—	—	55	53	55	54	49	51
Target 2040	—	—	47	46	47	46	42	44
Target 2045	—	—	32	31	32	31	29	30
Target 2050	—	—	22	22	22	22	20	21
Target 2055	—	—	12	12	12	12	11	12
Target 2060	—	—	3	3	3	3	3	3
Tax-Efficient Equity	—	—	107	105	107	107	97	101
Tax-Exempt Money	—	—	159	156	159	158	144	149
Tax-Free High Yield	—	—	2,086	2,036	2,078	2,069	1,882	1,951
Tax-Free Income	—	—	1,143	1,117	1,139	1,134	1,032	1,069
Tax-Free Short-Intermediate	—	—	882	863	879	875	796	824
Total Equity Market Index	—	—	679	663	676	673	612	635
Total Return	—	—	13	13	13	13	12	13
Treasury Reserve	—	—	1,595	1,560	1,591	1,583	1,441	1,492
U.S. Bond Enhanced Index	—	—	296	289	295	294	267	277
U.S. High Yield	—	—	20	18	19	19	18	19
U.S. Large-Cap Core	—	—	179	174	178	177	161	168
U.S. Treasury Intermediate	—	—	176	171	175	174	159	165
U.S. Treasury Long-Term	—	—	236	228	237	233	215	223
U.S. Treasury Money	—	—	2,463	2,389	2,451	2,438	2,221	2,310
Ultra Short-Term Bond	—	—	157	153	156	156	142	147
Value	—	—	10,843	10,600	10,806	10,758	9,785	10,135
Virginia Tax-Free Bond	—	—	524	512	522	520	473	490

* Effective January 1, 2018, Ms. Bazemore and Mr. Daniels were elected as independent directors of the T. Rowe Price Funds.

(a) Prior to commencement of operations.

(b) Directors’ fees were paid by T. Rowe Price on behalf of the Fund.

PAGE 33

What vote is required to elect the directors?

Four directors have been nominated for shareholder approval for each Board. Proposal 1 requires the affirmative vote of a plurality of the shares present and entitled to vote at the meeting to elect the Board members of that Fund. All shareholders of each corporation, regardless of whether the corporation consists of one or multiple series and/or classes vote together. Thus, if a quorum is present at the Shareholder Meeting for each corporation, the proposal to elect the director nominees will be approved with respect to those director nominees who receive the largest number of votes, with no majority approval requirement.

The Boards of Directors, including the Funds’ independent directors, recommend that shareholders vote FOR all of the proposed nominees.

PROPOSAL NO. 2 — Amend the Investment Objective for each of the Communications & Technology, International Bond, and New Income Funds

Communications & Technology Fund

The Communications & Technology Fund’s current investment objective is as follows:

“The fund seeks to provide long-term capital growth through the common stocks of media, technology, and telecommunications companies.”

The Fund, which was formerly the Media & Telecommunications Fund, changed its name on May 1, 2018. The Fund’s new name is more reflective of the Fund’s portfolio and how the Fund is currently managed. The investment universe available to the Fund has evolved since the Fund adopted its former name in 1997 and its current investment objective in 1999, and Internet-related securities now represent a much more significant portion of the Fund’s holdings while media and telecommunications companies are less significant.

The Board proposes that the Communications & Technology Fund’s investment objective be changed to the following:

“The fund seeks to provide long-term capital growth.”

The proposed investment objective is more general and does not include references to investments in companies in specific industries or sectors, which is intended to provide the Fund with more long-term flexibility. In addition, the reference to media companies has been removed from the proposed investment objective in order to avoid confusion in light of the Fund’s name change. The Board, upon recommendation by the Fund’s investment adviser, believes that shareholders will benefit from the proposed investment objective

PAGE 34

as it will allow the portfolio manager greater flexibility to execute the Fund’s investment program in the future, as the Fund’s investments and the industries and sectors in which it invests continue to evolve.

There will be no material changes to the Fund’s current investment program, or to the Fund’s overall risk profile, as a result of the proposed change to the Fund’s investment objective. The Fund’s current policy of normally investing at least 80% of its net assets (including any borrowings for investment purposes) in securities of communications and technology companies, which is required due to the Fund’s name, will not change. The Fund’s investments in communications and technology companies include those that are involved in a variety of industries, including, but not limited to, Internet-related industries such as e-commerce and digital products and services; media, including publishing, advertising, broadcasting, and cable and satellite TV; movies and entertainment; telecommunication and wireless telecommunication services; computer hardware, software, and networking services; and components and equipment.

International Bond Fund

The International Bond Fund’s current investment objective is as follows:

“The fund seeks to provide high current income and capital appreciation by investing primarily in high-quality, nondollar-denominated bonds outside the U.S.”

The Board proposes that the International Bond Fund’s investment objective be changed to the following:

“The fund seeks to provide current income and capital appreciation.”

The Board, upon recommendation by the Fund’s investment adviser, believes that it is in the interests of the Fund’s shareholders to approve a more general investment objective to provide the Fund with more long-term flexibility.

The inclusion of the phrase “…primarily in high-quality, nondollar-denominated bonds outside the U.S.” (emphasis added) in the Fund’s current investment objective has led the Fund to adopt a policy of normally investing at least 65% of its net assets in non-U.S. dollar-denominated foreign bonds that are rated investment grade (i.e., BBB- or equivalent, or better), as determined by at least one major credit rating agency or, if unrated, deemed to be of comparable quality by T. Rowe Price. While the Fund has no plans to deviate from this policy at this time, the Board recognizes that requiring 65% of the Fund’s assets to be invested in non-U.S. dollar-denominated foreign bonds that are rated investment grade over time could prove unnecessarily restrictive in certain market environments or as the Fund’s investable universe changes. In fact, the Fund’s policy to comply with the requirement in its

PAGE 35

investment objective to invest primarily in “high quality bonds” has been amended previously with approval by its Board. In 2011, the Board approved changing the policy from requiring a minimum of 65% in foreign bonds rated AA or better to requiring a minimum of 65% in foreign bonds rated in the three highest credit categories (i.e., A- or equivalent, or better), and in 2015, the Board approved further changing the policy to require a minimum of 65% in foreign bonds rated investment grade. These changes were made to provide additional flexibility in light of the overall credit quality decline in the international bond market and changes in credit quality in emerging market bonds, many of which had moved from noninvestment grade to lower investment grade (BBB- or better).

In addition, if the Fund’s shareholders approve the proposed investment objective, the Fund would have the same investment objective as the T. Rowe Price Institutional International Bond Fund and T. Rowe Price International Bond Fund (USD Hedged), which are similarly managed Funds although the T. Rowe Price International Bond Fund (USD Hedged) differs by maintaining at least 80% U.S. dollar currency exposure through hedging. Lastly, the proposed investment objective no longer refers to the Fund seeking current income that is “high.” The term “high,” like the term “high-quality,” is a relative term, difficult to quantify, and it could be unnecessarily restrictive in certain market environments.

There will be no material changes to the Fund’s current investment program, or to the Fund’s overall risk profile, as a result of these changes. In addition, the Fund’s current policy of normally investing at least 80% of net assets in foreign bonds, which is required under SEC rules due to the Fund’s name, will not change, and there will be no changes to either of the following investment policies: (1) the Fund may invest up to 20% of its total assets in bonds that have received a below investment-grade rating (i.e., BB or equivalent, or lower); and (2) up to 20% of total assets may be invested in U.S. dollar-denominated bonds. These three policies overlap with (and are more restrictive than) the 65% policy described above. Therefore, if shareholders approve the investment objective change, the 65% policy will be removed from the Fund as it is duplicative of the other policies adopted by the Fund.

New Income Fund

The New Income Fund’s current investment objective is as follows:

“The fund seeks the highest level of income consistent with the preservation of capital over time by investing primarily in marketable debt securities.”

The Board proposes that the New Income Fund’s investment objective be changed to the following:

PAGE 36

“The fund seeks to maximize total return through income and capital appreciation.”

The Fund’s Board, upon recommendation by the Fund’s investment adviser, believes that it is in the interests of the Fund’s shareholders to approve a more general investment objective to provide the Fund with more long-term flexibility. The Board also believes that shareholders will benefit from the proposed investment objective as it removes ambiguity around the phrase “marketable debt securities” and better reflects the Fund’s investment strategies.

Similar to the policy described above for International Bond Fund, the inclusion of the phrase “…primarily in marketable debt securities” (emphasis added) in the Fund’s investment objective has led the Fund to normally invest at least 65% of its net assets in marketable debt securities. This policy dates back to the Fund’s inception in 1973. In practice, the Fund has interpreted a “marketable debt security to mean an “investment-grade bond” (i.e., BBB- or equivalent, or better).

In addition, the proposed investment objective better reflects the Fund’s investment strategy. Capital preservation is typically associated with Funds that invest in the highest quality, short-term instruments, such as money market or short-term bond Funds, and the Fund’s investment adviser therefore recommends removing it from the Fund’s objective. Funds that seek total return through income and capital appreciation, on the other hand, generally have the ability to invest in lower-rated debt securities (including lower-rated investment-grade securities), and a wider variety of securities (such as derivatives), both of which are a component of the Fund’s strategies.

There will be no material changes to the Fund’s current investment program, or to the Fund’s overall risk profile, as a result of these changes. In addition, the following two operating policies, which are stated in the Fund’s prospectus, will remain unchanged: (1) the Fund will invest at least 80% of its total assets in income-producing securities, which may include, but are not limited to, U.S. government and agency obligations, mortgage- and asset-backed securities, corporate bonds, foreign bonds, commercial mortgage-backed securities, and Treasury inflation protected securities; and (2) 80% of the debt securities purchased by the Fund will be rated investment grade (i.e., rated in one of the four highest rating categories) by each of the major credit rating agencies (Standard & Poor’s, Moody’s, and Fitch) that have assigned a rating to the security or, if unrated, deemed to be of investment-grade quality by T. Rowe Price. These two restrictions are more appropriate limits on the Fund’s investments than a reference to “marketable debt securities.” Additionally, these two policies overlap with (and are more restrictive than) the 65% policy described above. Therefore, if shareholders

PAGE 37

approve the investment objective change, the 65% policy will be removed from the Fund as it is duplicative of other Fund policies.

What vote is required to approve each Fund’s amendment to its investment objective?

Proposal No.: 2 requires the affirmative vote of the lesser of: (1) 67% or more of the relevant Fund’s shares represented at the Shareholder Meeting if the holders of more than 50% of the outstanding shares are present in person or by proxy; or (2) more than 50% of the Fund’s outstanding shares. Shareholders of all classes of a particular Fund vote together on the proposal affecting that Fund. However, the approval to amend a particular Fund’s investment objective is not contingent upon obtaining approval to amend any other Funds’ investment objectives under this proposal.

If the proposed amendment to each Fund’s investment objective is approved by shareholders, it is expected to become effective on or about August 1, 2018. An supplement to each Fund’s summary prospectus will be sent to shareholders to notify them of the changes.

The Boards of Directors, including the Funds’ independent directors, recommend that shareholders of the relevant Fund vote FOR Proposal No. 2 with respect to their Fund.

PROPOSAL NO. 3 — Amend the fundamental policy on commodities of each of the Dividend Growth, Institutional High Yield, Institutional Large-Cap Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, Institutional Small-Cap Stock, New America Growth, and QM U.S. Small-Cap Growth Equity Funds, and the Emerging Markets Local Multi-Sector Account Portfolio

The Dividend Growth, Institutional High Yield, Institutional Large-Cap Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, Institutional Small-Cap Stock, New America Growth, and QM U.S. Small-Cap Growth Equity Funds, and the Emerging Markets Local Multi-Sector Account Portfolio currently have the following fundamental policy on commodities:

“The funds may not, as a matter of fundamental policy, purchase or sell physical commodities, except that the funds may enter into futures contracts and options thereon.”

The Board is proposing to replace this policy with a new fundamental policy relating to commodities. The Board is proposing, upon recommendation by the Fund’s investment adviser, that the Funds adopt the following policy on commodities:

PAGE 38

“The funds may not, as a matter of fundamental policy, purchase or sell commodities except to the extent permitted by applicable law.”

The 1940 Act requires an investment company to state its fundamental investment restriction regarding the purchase and sale of commodities in its SAI. The Boards believe that changing the term “physical commodities” to “commodities” in the policy better conforms with the 1940 Act requirements, and the increased flexibility from broadening the policy from investments only in commodity-related futures and options to any commodity-related investments permitted by law that will benefit fund shareholders.

Since the initial adoption of this policy for these Funds, the financial markets and regulatory guidance have evolved and new types of financial instruments have become available as potential investment opportunities, including investments in commodity-linked instruments. The proposed fundamental investment policy would align these Funds’ policy on commodities with the rest of the T. Rowe Price Funds (with the exception of certain short-term bond and money market funds, whose investment programs do not permit the use of derivatives). Most of the other T. Rowe Price Funds adopted this proposed policy after obtaining shareholder approval of a similar proposal in 2013, and any T. Rowe Price Funds that have launched since that date have adopted this policy at their inception. Therefore, approval of this policy would align it with the commodities policy of all other T. Rowe Price Funds other than certain short-term bond and money market funds.

The Boards and T. Rowe Price consider the proposed policy to be well-suited to today’s regulatory and investment environments. The policy would still provide that direct investments in commodities are prohibited. It is intended to preserve the Funds’ flexibility to invest in a variety of modern financial instruments and will allow the Funds to buy and sell various financial instruments representing interests in commodities and enter into swaps and other commodity-related derivative transactions involving commodities. T. Rowe Price does not anticipate any immediate changes to the manner in which any of the T. Rowe Price Funds are managed as a result of this change. However, the policy reflects the notion that increasing numbers of mutual funds are using investments in commodity-related derivatives transactions to help meet their investment objectives and should provide the Funds with greater flexibility in the future to pursue new investment opportunities as they become available.

What vote is required to revise the fundamental policy on commodities for each Fund?

Proposal No. 3 requires the affirmative vote of the lesser of: (1) 67% or more of the relevant Fund’s shares represented at the Shareholder Meeting if the holders of more than 50% of the outstanding shares are present in person or

PAGE 39

by proxy; or (2) more than 50% of the Fund’s outstanding shares. Shareholders of all classes of a particular fund vote together on the proposal affecting that Fund. However, the approval to revise the fundamental policy on commodities for a particular Fund is not contingent upon obtaining approval to adopt a new fundamental policy on commodities for any other Funds under this proposal.

If the proposed amendment to the fundamental policy is approved by shareholders, it is expected to become effective on or about August 1, 2018, and the Funds’ SAI will be revised accordingly.

The Boards of Directors, including the Funds’ independent directors, recommend that shareholders of the relevant Fund vote FOR Proposal No. 3 with respect to their Fund.

PROPOSAL NO. 4 — Amend the industry concentration policy of the Emerging Europe Fund

The 1940 Act requires every mutual fund to adopt a fundamental investment policy regarding industry concentration. A Fund is considered by the SEC to concentrate its investments in a particular industry or group of industries if it invests more than 25% of its net assets (exclusive of certain items such as cash; U.S., state, or local government securities, or related agencies or instrumentalities; and certain tax-exempt securities) in issuers of a particular industry or group of industries.

Generally, a Fund may not reserve the freedom of action to concentrate pursuant to its investment manager’s discretion and without shareholder approval, unless the specific conditions under which any changes in concentration will be made are set forth in the Fund’s prospectus and SAI. To satisfy this standard, the SEC believes that a Fund must clearly describe, in as much detail as is practicable, the circumstances under which the Fund may concentrate its investments.

Currently, the Emerging Europe Fund may not concentrate in any one industry. The Fund has the following fundamental investment policy regarding industry concentration:

The Fund will not:

Purchase the securities of any issuer if, as a result, more than 25% of the value of the fund’s net assets would be invested in the securities of issuers having their principal business activities in the same industry.

The Board, upon recommendation from the Fund’s investment adviser, is proposing to change the Fund’s industry concentration policy as follows:

PAGE 40

The Fund may not:

Purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the fund’s net assets would be invested in the securities of companies whose principal business activities are in the same industry, except that the fund may purchase the securities of any issuer if, as a result, no more than 35% of the fund’s net assets would be invested in any industry that accounts for more than 20% of the emerging European market as a whole, as measured by an index determined by T. Rowe Price to be an appropriate measure of the emerging European market.

The emerging European investable universe, due to its limited geographic scope and underdeveloped nature, can have significant concentration in a single industry. For example, as of February 16, 2018, the MSCI Emerging Markets Europe Index, the Fund’s current benchmark, is highly concentrated in two industries, with approximately 34% of its weighted constituents in banks and approximately 31% of its weighted constituents in oil & gas companies. This index is representative of the investable market in emerging Europe – with 86 constituents, the index covers approximately 85% of the market capitalization in six emerging European countries, including the Czech Republic, Greece, Hungary, Poland, Russia, and Turkey. Thus, the Fund’s current concentration policy can create a significant weighting difference between the Fund and the broader opportunity set in emerging European markets, and this difference can have a material impact on the performance of the Fund. T. Rowe Price believes that by extending the Fund’s ability to invest in an industry above 25% in instances where the broader emerging European markets are similarly concentrated (over 20% in any one industry), the Fund can better capitalize on investment opportunities across the emerging European universe, while investing in accordance with its historic investment strategy. Furthermore, as emerging European markets continue to evolve, T. Rowe Price believes that a more flexible concentration policy can enhance the Fund’s ability to respond to changes in market conditions. For example, should the emerging European markets become significantly concentrated in some other industry over time, the Fund would have the ability to invest up to 35% of its net assets in that particular industry. In fact, the industries that have dominated the emerging European markets have historically changed over time, and we expect this trend to continue.

As noted, the Fund’s current benchmark is the MSCI Emerging Markets Europe Index. For purposes of this fundamental policy, the Fund would not consider its benchmark to be fundamental, and therefore the Fund’s benchmark could be changed without a shareholder vote. While T. Rowe Price could adopt a different benchmark index to represent the emerging

PAGE 41

European investable universe in the future, such index would only be used if determined by T. Rowe Price and the Fund’s Board to be an appropriate measure of the emerging European markets based on index characteristics. Furthermore, any such changes to the benchmark index used to evaluate compliance with this industry concentration policy for the Fund would be approved by the Board and shareholders would receive appropriate notice of the change. T. Rowe Price believes that this flexibility around the benchmark index is necessary as an index provider may discontinue an index, stop publishing it, or change the composition of the index such that it no longer is an appropriate representation of the emerging European markets.

T. Rowe Price believes that the proposed change to the Fund’s industry concentration policy will not substantially change the nature of the Fund, as the policy will only permit the Fund to concentrate in an industry up to 35% of its net assets.

T. Rowe Price currently expects that the Fund will likely concentrate in the banking industry if the proposal is approved, as the banking industry currently represents a significant portion of the emerging European universe and the Fund’s current benchmark. To the extent that the Fund has significant investments in the banking industry, the Fund will be particularly sensitive to the risks of the banking industry. Risks associated with banks and financial companies are already disclosed in the Fund’s prospectus as follows:

To the extent the fund has significant investments in banking companies, it is more susceptible to adverse developments affecting such companies and may perform poorly during a downturn in the banking industry. Banks can be adversely affected by, among other things, regulatory changes, interest rate movements, the availability of capital and the cost to borrow, and the rate of debt defaults. Banks are often subject to extensive governmental regulation and intervention, and the potential for additional regulation could reduce profit margins and adversely affect the scope of their activities, and the amount of capital they must maintain, and limit the amounts and types of loans and other financial commitments they can make. In addition, companies in the banking industry may also be adversely affected by decreases in the availability of money or asset valuations, credit rating downgrades, increased competition, and adverse conditions in other related markets.

The oversight of, and regulations applicable to, banks in emerging European markets may be ineffective when compared with the regulatory frameworks for banks in developed markets. Banks in emerging markets may have significantly less access to capital than banks in more developed markets, leading them to be more likely to fail under adverse economic conditions. In addition, the impact of future regulation on any individual

PAGE 42

bank, or on the financial services sector as a whole, can be very difficult to predict.

What vote is required to revise the Emerging Europe Fund’s industry concentration policy?

Proposal No. 4 requires the affirmative vote of the lesser of: (1) 67% or more of the Fund’s shares represented at the Shareholder Meeting if the holders of more than 50% of the outstanding shares are present in person or by proxy; or (2) more than 50% of the fund’s outstanding shares. Shareholders of all classes of the Emerging Europe Fund vote together on Proposal No. 4. If Proposal No. 4 is not approved by shareholders of the Fund, the Fund’s current fundamental investment policy regarding industry concentration will remain in effect.

If the proposed amendment to the fundamental policy is approved by shareholders, it is expected to become effective on or about August 1, 2018, and the Fund’s prospectus and SAI will be revised accordingly.

The Boards of Directors, including the Fund’s independent directors, recommend that shareholders of the Fund vote FOR Proposal No. 4.

PROPOSAL NO. 5 — Reclassify the diversification status of each of the Communications & Technology, Financial Services, Global Consumer, Global Industrials, Global Technology, Health Sciences, New Era, Real Estate, and Science & Technology Funds, and the Health Sciences Portfolio from diversified to nondiversified

If Proposal No. 5 is approved, each of the Communications & Technology Fund, Financial Services Fund, Global Consumer Fund, Global Industrials Fund, Global Technology Fund, Health Sciences Fund, Health Sciences Portfolio, New Era Fund, Real Estate Fund, and Science & Technology Fund (together, the “Sector Funds”) would no longer be subject to the following policy:

Each may not (1) purchase a security if, as a result, with respect to 75% of the value of the fund’s total assets, more than 5% of the value of the fund’s total assets would be invested in the securities of a single issuer, except for cash, securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities, and securities of other investment companies; and
(2) purchase a security if, as a result, with respect to 75% of the value of the fund’s total assets, more than 10% of the outstanding voting securities of any issuer would be held by the fund (other than obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities).

PAGE 43

Section 5(b) of the 1940 Act requires mutual funds to be classified as either diversified or nondiversified, and a Fund’s diversification status is considered a fundamental policy. Diversified Funds are subject to the restrictions included in the above policy and nondiversified Funds are not. As a result, a nondiversified Fund is permitted to hold a greater percentage of its assets in the securities of a single issuer. In addition, under the 1940 Act, a nondiversified Fund is permitted to operate as a diversified Fund, but a diversified Fund cannot become nondiversified unless shareholders approve the change. Under applicable SEC guidance, if a nondiversified Fund operates for more than three years as diversified, it is considered diversified for SEC diversification purposes, and T. Rowe Price would need to present the change to the Board and then shareholders for approval if it wanted to switch back to nondiversified.

Sector Funds tend to have more concentrated benchmarks with limited investable opportunity sets. As a result, many mutual funds from other sponsors that focus on particular sectors operate as nondiversified Funds. With respect to the T. Rowe Price Funds, the Communications & Technology and Global Technology Funds, in particular, have historically been constrained by operating as diversified since they tend to have more than 5% or greater positions in their portfolio companies than other more broadly diversified Funds. The proposed change to the diversification policy will provide each Sector Fund with greater flexibility in executing its investment program, but will not substantially affect the way each Fund is managed.

If the proposal is approved, each Sector Fund would continue to be subject to diversification tests under Subchapter M of the Internal Revenue Code that apply to regulated investment companies. To qualify, among other requirements, each Fund must limit its investment so that, at the close of each quarter of the taxable year, (1) not more than 25% of the Fund’s total assets will be invested in the securities of a single issuer, and (2) with respect to 50% of its total assets, not more than 5% of its total assets will be invested in the securities of a single issuer and the Fund will not own more than 10% of the outstanding voting securities of a single issuer.

What vote is required to reclassify the diversification status of each Sector Fund from diversified to nondiversified?

Proposal No. 5 requires the affirmative vote of the lesser of: (1) 67% or more of the relevant Fund’s shares represented at the Shareholder Meeting if the holders of more than 50% of the outstanding shares are present in person or by proxy; or (2) more than 50% of the Fund’s outstanding shares. Shareholders of all classes of a particular Fund vote together on the proposal affecting that Fund. If Proposal No. 5 is not approved by shareholders of a Fund, the Fund will remain diversified. In addition, the approval to reclassify

PAGE 44

a particular Fund to nondiversified is not contingent upon obtaining approval to reclassify the diversification status for any of the other Sector Funds under this proposal.

If the proposed amendment to the fundamental policy is approved by shareholders, it is expected to become effective on or about August 1, 2018, and each Sector Fund’s prospectus and SAI will be revised accordingly.

The Boards of Directors of the Sector Funds, including the Sector Funds’ independent directors, recommend that shareholders of the relevant Fund vote FOR Proposal No. 5 with respect to their Fund.

FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING

What is the required quorum?

To hold a shareholders meeting for the T. Rowe Price Funds, one-third of a Fund’s shares entitled to be voted must have been received by proxy or be present in person at the meeting. In the event that a quorum is present but sufficient votes in favor of a proposal are not received by the Shareholder Meeting date, the persons named as proxies may propose one or more adjournments to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the shares present in person or by proxy at the Shareholder Meeting to be adjourned. Shares voted against a proposal will be voted against the proposed adjournment. The persons named as proxies will vote in favor of such adjournment if they determine that additional solicitation is reasonable and in the interests of a Fund’s shareholders.

How are the votes counted?

The individuals named as proxies (or their substitutes) on the enclosed proxy card (or cards, if you have multiple Funds or accounts) will vote according to your directions if your proxy is received properly executed, or in accordance with your instructions given when voting by telephone or online. With respect to Proposal No. 1 to elect directors, you may direct the proxy holders to vote your shares on the proposal by checking the appropriate box “FOR ALL NOMINEES


Executive Officers of the Funds
Officer, Year of Birth	Position With Fund	Position With T. Rowe Price	Position With T. Rowe Price Group
Inflation Protected Bond Fund
Stephen L. Bartolini, 1977	President	Vice President	Vice President
Institutional Equity Funds
Robert W. Sharps, 1971 Francisco Alonso, 1978 Brian W.H. Berghuis, 1958 Mark S. Finn, 1963 Ann M. Holcomb, 1972 John D. Linehan, 1965 Heather K. McPherson, 1967 Jason B. Polun, 1974 Larry J. Puglia, 1960 Taymour R. Tamaddon, 1976 Thomas H. Watson, 1977	President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President	Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President	Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Institutional Income Funds
Mark J. Vaselkiv, 1958 Brian J. Brennan, 1964 Steven C. Huber, 1958 Joseph K. Lynagh, 1958 Paul M. Massaro, 1975 Rodney M. Rayburn, 1970a David A. Tiberii, 1965	President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President	Vice President Vice President Vice President Vice President Vice President Vice President Vice President	Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Institutional International Funds
Christopher D. Alderson, 1962 Oliver D.M. Bell, 1969 R. Scott Berg, 1972 Richard N. Clattenburg, 1979 Michael J. Conelius, 1964 David J. Eiswert, 1972 Arif Husain, 1972 Andrew J. Keirle, 1974 Sebastien Mallet, 1974 Raymond A. Mills, 1960 Joshua Nelson, 1977 Jason Nogueira, 1974 Kenneth A. Orchard, 1975 Gonzalo Pangaro, 1968 Federico Santilli, 1974	President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President	— — Vice President Vice President Vice President Vice President — — — Vice President Vice President Vice President — — —	Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Intermediate Tax-Free High Yield Fund
James M. Murphy, 1967 R. Lee Arnold, Jr., 1970	President Executive Vice President	Vice President Vice President	Vice President Vice President


Executive Officers of the Funds
Officer, Year of Birth	Position With Fund	Position With T. Rowe Price	Position With T. Rowe Price Group
International Funds
Christopher D. Alderson, 1962 Ulle Adamson, 1979 Peter J. Bates, 1974 Oliver D.M. Bell, 1969 R. Scott Berg, 1972 Archibald Ciganer, 1976 Richard N. Clattenburg, 1979 Michael J. Conelius, 1964 Michael Della Vedova, 1969 David J. Eiswert, 1972 Arif Husain, 1972 Andrew J. Keirle, 1974 Anh Lu, 1968 Jonathan H.W. Matthews, 1975 Raymond A. Mills, 1960 Eric C. Moffett, 1979 Samy B. Muaddi, 1984 Joshua Nelson, 1977 Jason Nogueira, 1974 Kenneth A. Orchard, 1975 Gonzalo Pangaro, 1968 Federico Santilli, 1974 Dean Tenerelli, 1964 Justin Thomson, 1968 Mark J. Vaselkiv, 1958 Verena E. Wachnitz, 1978 Ernest C. Yeung, 1979	President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President	— — Vice President — Vice President Vice President Vice President Vice President — Vice President — — — — Vice President — Vice President Vice President Vice President — — — — — Vice President — —	Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
International Index Fund
Neil Smith, 1972	President	—	Vice President
International Series
Christopher D. Alderson, 1962 Richard N. Clattenburg, 1979	President Executive Vice President	— Vice President	Vice President Vice President
Limited Duration Inflation Focused Bond Fund
Stephen L. Bartolini, 1977	President	Vice President	Vice President
Mid-Cap Growth Fund
Brian W.H. Berghuis, 1958 John F. Wakeman, 1962	President Executive Vice President	Vice President Vice President	Vice President Vice President
Mid-Cap Value Fund
David J. Wallack, 1960 Heather K. McPherson, 1967	President Executive Vice President	Vice President Vice President	Vice President Vice President
Multi-Sector Account Portfolios
Edward A. Wiese, 1959 Steve Boothe, 1977 Andrew J. Keirle, 1974 Paul M. Massaro, 1975 Andrew C. McCormick, 1960 Samy B. Muaddi, 1984 Mark J. Vaselkiv, 1958	President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President	Vice President Vice President — Vice President Vice President Vice President Vice President	Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Multi-Strategy Total Return Fund
Richard de los Reyes, 1975 Stefan Hubrich, 1974	Co-President Co-President	Vice President Vice President	Vice President Vice President
New America Growth Fund
Justin P. White, 1981	President	Vice President	Vice President
New Era Fund
Shawn T. Driscoll, 1975	President	Vice President	Vice President


Executive Officers of the Funds
Officer, Year of Birth	Position With Fund	Position With T. Rowe Price	Position With T. Rowe Price Group
Total Return Fund
Andrew C. McCormick, 1960 Christopher P. Brown, Jr., 1977	President Executive Vice President	Vice President Vice President	Vice President Vice President
U.S. Bond Enhanced Index Fund
Robert M. Larkins, 1973	President	Vice President	Vice President
U.S. Large-Cap Core Fund
Jeffrey Rottinghaus, 1970	President	Vice President	Vice President
U.S. Treasury Funds
Brian J. Brennan, 1964 Joseph K. Lynagh, 1958	President Executive Vice President	Vice President Vice President	Vice President Vice President
Value Fund
Mark S. Finn, 1963	President	Vice President	Vice President


Fund	Outstanding Shares of Capital Stock
Africa & Middle East	14,937,442.896
Africa & Middle East Fund—I Class	806,596.756
Asia Opportunities	8,128,148.370
Asia Opportunities Fund—Advisor Class	43,885.667
Asia Opportunities Fund—I Class	609,115.100


Fund	Outstanding Shares of Capital Stock
Balanced	154,733,430.168
Balanced Fund—I Class	12,572,647.043
Blue Chip Growth	349,360,984.256
Blue Chip Growth Fund—Advisor Class	36,341,175.408
Blue Chip Growth Fund—I Class	94,102,858.012
Blue Chip Growth Fund—R Class	8,446,455.335
Blue Chip Growth Portfolio	26,764,582.111
Blue Chip Growth Portfolio—II	15,190,195.269
California Tax-Free Bond	55,183,773.808
California Tax-Free Bond Fund—I Class	984,138.995
California Tax-Free Money	59,008,429.288
California Tax-Free Money Fund—I Class	250,000.000
Capital Appreciation & Income	10,000.000
Capital Appreciation & Income Fund—Advisor Class	—
Capital Appreciation & Income Fund—I Class	—
Capital Appreciation	901,377,339.406
Capital Appreciation Fund—Advisor Class	36,878,167.310
Capital Appreciation Fund—I Class	92,433,156.162
Capital Opportunity	21,801,795.637
Capital Opportunity Fund—Advisor Class	490,305.759
Capital Opportunity Fund—I Class	1,735,684.665
Capital Opportunity Fund—R Class	221,883.539
Cash Reserves	2,352,060,120.435
Communications & Technology Fund*	48,872,842.000
Communications & Technology Fund—I Class*	1,484,601.023
Corporate Income	95,103,896.220
Corporate Income Fund—I Class	5,909,057.261
Credit Opportunities	5,221,145.394
Credit Opportunities Fund—Advisor Class	31,927.674
Credit Opportunities Fund—I Class	29,411.765
Diversified Mid-Cap Growth	28,808,252.417
Diversified Mid-Cap Growth Fund—I Class	745,211.143
Dividend Growth	143,308,752.754
Dividend Growth Fund—Advisor Class	8,427,875.500
Dividend Growth Fund—I Class	54,458,335.869
Dynamic Global Bond	312,133,475.617
Dynamic Global Bond Fund—Advisor Class	91,576,555.626
Dynamic Global Bond Fund—I Class	37,769.494
Emerging Europe	11,971,505.820
Emerging Europe Fund—I Class	347,053.264
Emerging Markets Bond	387,542,384.729
Emerging Markets Bond Fund—Advisor Class	193,477.048
Emerging Markets Bond Fund—I Class	90,379,766.299
Emerging Markets Corporate Bond Fund	5,357,891.267
Emerging Markets Corporate Bond Fund—Advisor Class	159,828.439
Emerging Markets Corporate Bond Fund—I Class	656,968.202
Emerging Markets Corporate Multi-Sector Account Portfolio	3,374,735.968
Emerging Markets Local Currency Bond	58,785,491.260
Emerging Markets Local Currency Bond Fund—Advisor Class	35,971.039
Emerging Markets Local Currency Bond Fund—I Class	24,968,662.022
Emerging Markets Local Multi-Sector Account Portfolio	5,525,995.464
Emerging Markets Stock	192,325,539.567
Emerging Markets Stock Fund—I Class	58,941,538.972
Emerging Markets Value Stock	3,777,274.931


Fund	Outstanding Shares of Capital Stock
Emerging Markets Value Stock Fund—Advisor Class	39,129.355
Emerging Markets Value Stock Fund—I Class	275,974.689
Equity Income	513,936,678.554
Equity Income Fund—Advisor Class	12,348,380.456
Equity Income Fund—I Class	126,131,829.701
Equity Income Fund—R Class	2,770,941.018
Equity Income Portfolio	18,011,282.536
Equity Income Portfolio—II	7,117,896.989
Equity Index 500	343,480,594.464
Equity Index 500 Fund—I Class	41,455,191.826
Equity Index 500 Portfolio	914,527.748
European Stock	56,148,767.418
European Stock Fund—I Class	763,771.599
Extended Equity Market Index Fund	30,191,861.067
Financial Services	28,851,317.125
Financial Services Fund—I Class	716,518.957
Floating Rate	144,199,108.656
Floating Rate Fund—Advisor Class	5,889,905.435
Floating Rate Fund—I Class	9,311,184.179
Floating Rate Multi-Sector Account Portfolio	8,179,487.150
Georgia Tax-Free Bond	29,056,344.483
Georgia Tax-Free Bond Fund—I Class	406,326.316
Global Allocation	25,729,931.726
Global Allocation Fund—Advisor Class	844,117.879
Global Allocation Fund—I Class	2,977,278.451
Global Consumer	1,304,634.255
Global Growth Stock Fund	6,408,778.534
Global Growth Stock Fund—Advisor Class	80,390.133
Global Growth Stock Fund—I Class	5,486,677.857
Global High Income Bond	6,980,818.547
Global High Income Bond Fund—Advisor Class	148,312.966
Global High Income Bond Fund—I Class	2,468,156.084
Global Industrials	1,943,315.522
Global Industrials Fund—I Class	116,152.394
Global Multi-Sector Bond	49,610,568.298
Global Multi-Sector Bond Fund—Advisor Class	2,233,701.508
Global Multi-Sector Bond Fund—I Class	4,861,166.669
Global Real Estate	6,706,141.564
Global Real Estate Fund—Advisor Class	1,052,577.775
Global Real Estate Fund—I Class	672,131.909
Global Stock	20,727,310.740
Global Stock Fund—Advisor Class	825,246.002
Global Stock Fund—I Class	4,664,463.927
Global Technology	354,179,984.721
Global Technology Fund—I Class	24,943,550.819
GNMA	147,684,344.824
GNMA Fund—I Class	384,291.989
Government Money	8,025,997,840.913
Government Money Fund—I Class	135,500,967.270
Government Money Portfolio	32,568,271.650
Government Reserve	11,471,938,480.100
Growth & Income	66,021,363.228
Growth & Income Fund—I Class	195,921.045
Growth Stock	584,522,801.654


Fund	Outstanding Shares of Capital Stock
Growth Stock Fund—Advisor Class	52,075,180.039
Growth Stock Fund—I Class	151,877,452.829
Growth Stock Fund—R Class	16,612,006.611
Health Sciences	157,701,262.242
Health Sciences Fund—I Class	6,929,543.913
Health Sciences Portfolio	2,129,975.944
Health Sciences Portfolio—II	14,852,916.895
High Yield	936,289,342.644
High Yield Fund—Advisor Class	7,789,074.882
High Yield Fund—I Class	263,968,833.731
High Yield Multi-Sector Account Portfolio	1,437,557.777
Inflation-Protected Bond	35,790,079.554
Inflation-Protected Bond Fund—I Class	5,027,613.680
Institutional Africa & Middle East Fund	29,386,023.878
Institutional Cash Reserves	120,897,606.860
Institutional Core Plus	38,415,691.334
Institutional Credit Opportunities	2,970,051.126
Institutional Emerging Markets Bond	40,885,734.271
Institutional Emerging Markets Equity	44,302,704.109
Institutional Floating Rate	475,960,016.996
Institutional Floating Rate Fund—F Class	58,080,733.139
Institutional Frontier Markets Equity	6,840,565.661
Institutional Global Focused Growth Equity	7,940,351.800
Institutional Global Growth Equity	15,615,304.858
Institutional Global Multi-Sector Bond Fund	2,122,940.182
Institutional Global Value Equity	848,694.414
Institutional High Yield	174,151,303.804
Institutional International Bond	45,960,165.965
Institutional International Concentrated Equity	38,486,913.565
Institutional International Core Equity	13,577,467.797
Institutional International Growth Equity	2,354,417.890
Institutional Large-Cap Core Growth	83,860,703.060
Institutional Large-Cap Growth	435,236,090.718
Institutional Large-Cap Value	168,266,094.665
Institutional Long Duration Credit	3,804,010.757
Institutional Mid-Cap Equity Growth	123,300,093.083
Institutional Small-Cap Stock	183,771,651.240
Institutional U.S. Structured Research	45,541,461.099
Intermediate Tax-Free High Yield	5,098,436.302
Intermediate Tax-Free High Yield Fund—Advisor Class	56,934.107
Intermediate Tax-Free High Yield Fund—I Class	290,169.491
International Bond	223,604,596.989
International Bond Fund—Advisor Class	943,322.239
International Bond Fund—I Class	61,138,640.022
International Bond (USD Hedged)	235,219,519.373
International Bond (USD Hedged)—Advisor Class	25,000.000
International Bond (USD Hedged)—I Class	38,446,577.924
International Concentrated Equity	10,316,856.643
International Concentrated Equity Fund—Advisor Class	152,751.644
International Concentrated Equity Fund—I Class	401,167.476
International Discovery	76,670,983.997
International Discovery Fund—I Class	43,951,361.212
International Equity Index	42,358,036.696
International Stock	665,273,428.433


Fund	Outstanding Shares of Capital Stock
International Stock Fund—Advisor Class	7,840,679.915
International Stock Fund—I Class	146,720,623.022
International Stock Fund—R Class	503,705.995
International Stock Portfolio	21,995,288.784
International Value Equity Fund	759,085,852.868
International Value Equity Fund—Advisor Class	10,647,229.043
International Value Equity Fund—I Class	125,939,467.648
International Value Equity Fund—R Class	4,457,374.184
Investment-Grade Corporate Multi-Sector Account Portfolio	10,633,486.703
Japan	56,190,971.588
Japan Fund—I Class	420,062.441
Latin America	26,929,216.777
Latin America Fund—I Class	642,748.339
Limited Duration Inflation Focused Bond	1,520,577,681.548
Limited Duration Inflation Focused Bond Fund—I Class	189,981,038.443
Limited-Term Bond Portfolio	91,013,822.494
Limited-Term Bond Portfolio—II	1,546,116.104
Maryland Short-Term Tax-Free Bond	32,716,528.346
Maryland Short-Term Tax-Free Bond Fund—I Class	4,144,453.806
Maryland Tax-Free Bond	211,420,491.206
Maryland Tax-Free Bond Fund—I Class	4,296,300.901
Maryland Tax-Free Money	76,964,606.053
Maryland Tax-Free Money Fund—I Class	351,452.310
Mid-Cap Growth	273,099,877.798
Mid-Cap Growth Fund—Advisor Class	11,632,477.411
Mid-Cap Growth Fund—I Class	53,732,345.557
Mid-Cap Growth Fund—R Class	1,698,727.524
Mid-Cap Growth Portfolio	14,416,409.098
Mid-Cap Growth Portfolio—II	1,731,282.137
Mid-Cap Index	475,000.000
Mid-Cap Index Fund—I Class	25,000.000
Mid-Cap Value	349,966,192.605
Mid-Cap Value Fund—Advisor Class	10,259,099.008
Mid-Cap Value Fund—I Class	82,133,634.108
Mid-Cap Value Fund—R Class	6,655,128.010
Mortgage-Backed Securities Multi-Sector Account Portfolio	11,612,692.700
New America Growth	74,100,675.255
New America Growth Fund—Advisor Class	6,389,730.421
New America Growth Fund—I Class	10,979,208.857
New America Growth Portfolio	7,912,349.574
New Asia	143,813,076.530
New Asia Fund—I Class	17,650,434.436
New Era	66,059,493.155
New Era Fund—I Class	41,403,383.386
New Horizons	337,830,107.098
New Horizons Fund—I Class	74,661,844.700
New Income	2,491,776,571.898
New Income Fund—Advisor Class	5,264,135.647
New Income Fund—I Class	756,808,414.795
New Income Fund—R Class	474,166.620
New Jersey Tax-Free Bond	34,651,712.986
New Jersey Tax-Free Bond Fund—I Class	21,425.076
New York Tax-Free Bond	41,065,773.139
New York Tax-Free Bond Fund—I Class	738,578.316


Fund	Outstanding Shares of Capital Stock
Retirement 2045 Fund—Advisor Class	54,453,537.679
Retirement 2045 Fund—R Class	44,210,651.021
Retirement 2050	373,423,246.139
Retirement 2050 Fund—Advisor Class	77,966,147.703
Retirement 2050 Fund—R Class	54,587,184.760
Retirement 2055	174,037,559.498
Retirement 2055 Fund—Advisor Class	29,546,558.140
Retirement 2055 Fund—R Class	22,902,952.549
Retirement 2060	28,485,269.275
Retirement 2060 Fund—Advisor Class	3,858,291.861
Retirement 2060 Fund—R Class	3,396,194.737
Retirement Balanced	136,500,175.064
Retirement Balanced Fund—Advisor Class	13,911,193.067
Retirement Balanced Fund—R Class	15,021,554.733
Retirement I 2005 Fund—I Class	14,722,607.176
Retirement I 2010 Fund—I Class	41,240,995.792
Retirement I 2015 Fund—I Class	79,049,794.537
Retirement I 2020 Fund—I Class	266,260,676.712
Retirement I 2025 Fund—I Class	234,625,755.824
Retirement I 2030 Fund—I Class	303,685,240.190
Retirement I 2035 Fund—I Class	187,893,838.797
Retirement I 2040 Fund—I Class	232,255,914.053
Retirement I 2045 Fund—I Class	125,105,203.385
Retirement I 2050 Fund—I Class	125,141,855.611
Retirement I 2055 Fund—I Class	46,723,533.852
Retirement I 2060 Fund—I Class	8,278,990.960
Retirement Balanced I Fund—I Class	18,764,642.687
Retirement Income 2020	2,381,105.325
Science & Technology	98,832,180.577
Science & Technology Fund—Advisor Class	15,466,126.957
Science & Technology Fund—I Class	4,488,110.486
Short-Term Bond	913,748,995.636
Short-Term Bond Fund—Advisor Class	8,187,212.564
Short-Term Bond Fund—I Class	148,739,317.554
Short-Term	563,028,275.285
Short-Term Government	—
Small-Cap Index	475,000.000
Small-Cap Index Fund—I Class	25,000.000
Small-Cap Stock	166,782,586.705
Small-Cap Stock Fund—Advisor Class	4,127,451.908
Small-Cap Stock Fund—I Class	26,089,858.637
Small-Cap Value	159,819,337.066
Small-Cap Value Fund—Advisor Class	16,661,266.696
Small-Cap Value Fund—I Class	30,770,263.182
Spectrum Growth	155,648,569.098
Spectrum Income	537,453,497.362
Spectrum International	109,325,450.182
Summit Municipal Income	120,897,038.703
Summit Municipal Income Fund—Advisor Class	508,832.134
Summit Municipal Intermediate	491,538,341.089
Summit Municipal Intermediate Fund—Advisor Class	640,778.621
Summit Municipal Money Market	128,458,620.574
Target 2005	2,936,590.960
Target 2005 Fund—Advisor Class	128,341.654


Fund	Outstanding Shares of Capital Stock
Target 2005 Fund—I Class	124,807.419
Target 2010	5,049,798.683
Target 2010 Fund—Advisor Class	482,344.544
Target 2010 Fund—I Class	350,533.020
Target 2015	15,061,422.265
Target 2015 Fund—Advisor Class	521,790.722
Target 2015 Fund—I Class	886,729.269
Target 2020	19,258,102.599
Target 2020 Fund—Advisor Class	2,181,619.341
Target 2020 Fund—I Class	1,585,089.571
Target 2025	17,487,793.350
Target 2025 Fund—Advisor Class	1,193,913.278
Target 2025 Fund—I Class	1,099,531.870
Target 2030	16,063,988.227
Target 2030 Fund—Advisor Class	2,422,157.185
Target 2030 Fund—I Class	976,215.413
Target 2035	10,349,362.175
Target 2035 Fund—Advisor Class	1,001,165.062
Target 2035 Fund—I Class	830,004.614
Target 2040	8,543,807.448
Target 2040 Fund—Advisor Class	978,410.764
Target 2040 Fund—I Class	646,052.591
Target 2045	5,608,320.193
Target 2045 Fund—Advisor Class	704,577.963
Target 2045 Fund—I Class	642,661.280
Target 2050	4,112,065.806
Target 2050 Fund—Advisor Class	581,132.615
Target 2050 Fund—I Class	551,983.117
Target 2055	2,237,825.568
Target 2055 Fund—Advisor Class	349,342.925
Target 2055 Fund—I Class	299,629.240
Target 2060	989,035.916
Target 2060 Fund—Advisor Class	98,315.892
Target 2060 Fund—I Class	63,024.172
Tax-Efficient Equity	9,983,830.468
Tax-Efficient Equity Fund—I Class	202,088.594
Tax-Exempt Money	342,472,370.933
Tax-Exempt Money Fund—I Class	7,181,528.960
Tax-Free High Yield	326,811,010.994
Tax-Free High Yield Fund—Advisor Class	91,278,026.117
Tax-Free High Yield Fund—I Class	40,177,242.414
Tax-Free Income	190,699,173.262
Tax-Free Income Fund—Advisor Class	61,086,635.542
Tax-Free Income Fund—I Class	17,597,687.243
Tax-Free Short-Intermediate	327,271,765.379
Tax-Free Short-Intermediate Fund—Advisor Class	1,417,738.972
Tax-Free Short-Intermediate Fund—I Class	36,657,084.739
Total Equity Market Index	57,626,498.463
Total Return	3,800,907.125
Total Return Fund—Advisor Class	25,000.000
Total Return Fund—I Class	65,601.065
Treasury Reserve	3,979,167,725.200
U.S. Bond Enhanced Index	71,551,572.557
U.S. High Yield	7,571,200.537


Fund	Outstanding Shares of Capital Stock
U.S. High Yield Fund—Advisor Class	1,117,291.969
U.S. High Yield Fund—I Class	4,042,398.597
U.S. Large-Cap Core	21,076,957.650
U.S. Large-Cap Core Fund—Advisor Class	812,591.807
U.S. Large-Cap Core Fund—I Class	870,417.022
U.S. Treasury Intermediate	79,532,055.058
U.S. Treasury Intermediate Fund—I Class	857,673.417
U.S. Treasury Long-Term	317,875,315.636
U.S. Treasury Long-Term Fund—I Class	56,630,253.943
U.S. Treasury Money	5,238,337,925.886
U.S. Treasury Money Fund—I Class	844,616,169.397
Ultra Short-Term Bond	98,253,786.481
Ultra Short-Term Bond Fund—I Class	9,561,169.046
Value	564,352,937.116
Value Fund—Advisor Class	11,870,813.581
Value Fund—I Class	110,609,269.191
Virginia Tax-Free Bond	102,891,984.406
Virginia Tax-Free Bond Fund—I Class	1,837,253.848


Principal Holders of Fund Shares
FUND	SHAREHOLDER	SHARES	%
AFRICA & MIDDLE EAST FUND	NATIONAL FINANCIAL SERVICES JERSEY CITY NJ 07310-2010	2,750,567	18.42
	SPECTRUM INTERNATIONAL FUND	811,200	5.43
	T ROWE PRICE ASSOCIATES BALTIMORE MD 21202-1009
AFRICA & MIDDLE EAST FUND—	TRUSTEES OF T ROWE PRICE	750,256	93.02(a)
I CLASS	U.S. RETIREMENT PROGRAM BALTIMORE MD 21289-0001
ASIA OPPORTUNITIES FUND	NATIONAL FINANCIAL SERVICES	1,244,145	15.32
ASIA OPPORTUNITIES FUND—	NATIONAL FINANCIAL SERVICES	12,717	28.98(b)
ADVISOR CLASS	PERSHING LLC JERSEY CITY NJ 07399-0002	3,623	8.25
	T ROWE PRICE ASSOCIATES	25,000	56.97(c)
ASIA OPPORTUNITIES FUND—I CLASS	CHARLES SCHWAB & CO INC SAN FRANCISCO CA 94105-1905	115,036	18.89
	ERIC C MOFFETT	135,087	22.18
	PERSHING LLC	58,728	9.64
	ROBERT S KAPLAN	38,243	6.28
	JAMIE SCHUVAL JT TEN
	TRUSTEES OF T ROWE PRICE	126,362	20.75
	U.S. RETIREMENT PROGRAM
	WELLS FARGO CLEARING SERVICES LLC SAINT LOUIS MO 63103-2523	113,416	18.62


(a)	T. Rowe Price Retirement Plan Services, Inc., is a wholly owned subsidiary of T. Rowe Price Associates, Inc., which is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. T. Rowe Price Retirement Plan Services, Inc. is not the beneficial owner of these shares. Such shares are held of record by T. Rowe Price Retirement Plan Services, Inc. and are normally voted by various retirement plans and retirement plan participants.
(b)	At the level of ownership indicated, the shareholder may be able to determine the outcome of any matters affecting a fund or one of its classes that are submitted to shareholders for vote.
(c)	T. Rowe Price Associates, Inc. is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. Shares owned by T. Rowe Price Associates, Inc. may represent discretionary investments and/or a contribution to the fund at its inception that provided the fund with sufficient capital to invest in accordance with its investment program. At the level of ownership indicated, T. Rowe Price Associates, Inc. may be able to determine the outcome of most issues that were submitted to shareholders for vote.
(d)	The indicated percentage of the outstanding shares of this fund are owned by another T. Rowe Price fund and held in the nominee name indicated. Shares of the fund are “echo-voted” by the T. Rowe Price fund that owns the shares in the same proportion that the shares of the underlying fund are voted by other shareholders.
(e)	T. Rowe Price Trust Company is a wholly owned subsidiary of T. Rowe Price Associates, Inc., which is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. T. Rowe Price Trust Company is not the beneficial owner of these shares. Such shares are held of record by T. Rowe Price Trust Company and are normally voted by various retirement plans and retirement plan participants.
(f)	At the level of ownership indicated, the shareholder may be able to determine the outcome of any matters that are submitted to shareholders for vote.
(g)	Security Benefit Life Insurance Company, organized under the laws of Kansas, owns the percentage indicated (in connection with issuing the T. Rowe Price Variable Annuity) of the outstanding shares of the fund. Under current law, the insurance company must vote these shares in accordance with instructions received by underlying contract holders.


Fund	Audit Fees		Audit Related Fees		Tax Fees		All Other Fees
Fund	Previous Fiscal Year	Current Fiscal Year	Previous Fiscal Year	Current Fiscal Year	Previous Fiscal Year	Current Fiscal Year	Previous Fiscal Year	Current Fiscal Year
Africa & Middle East	$17,778	$22,311	$389	—	$4,281	$4,414	$128	—
Asia Opportunities	5,957	22,034	389	—	2,097	4,353	128	—
Balanced	19,784	26,283	232	—	4,312	5,707	125	—
Blue Chip Growth	54,521	31,441	232	—	11,331	6,691	125	—
Blue Chip Growth Portfolio	15,648	18,276	232	—	3,494	3,962	125	—
California Tax-Free Bond	14,174	30,479	75	—	3,142	5,790	123	—


Funds	Ticker	Fiscal Year
T. ROWE PRICE BALANCED FUND, INC.
T. Rowe Price Balanced Fund	RPBAX	12/31
T. Rowe Price Balanced Fund—I Class	RBAIX	12/31
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. Rowe Price Blue Chip Growth Fund	TRBCX	12/31
T. Rowe Price Blue Chip Growth Fund—Advisor Class	PABGX	12/31
T. Rowe Price Blue Chip Growth Fund—I Class	TBCIX	12/31
T. Rowe Price Blue Chip Growth Fund—R Class	RRBGX	12/31
T. ROWE PRICE CAPITAL APPRECIATION FUND, INC.
T. Rowe Price Capital Appreciation Fund	PRWCX	12/31
T. Rowe Price Capital Appreciation Fund—Advisor Class	PACLX	12/31
T. Rowe Price Capital Appreciation Fund—I Class	TRAIX	12/31
T. ROWE PRICE CAPITAL APPRECIATION & INCOME FUND, INC.
T. Rowe Price Capital Appreciation & Income Fund	TCAPX	12/31
T. Rowe Price Capital Appreciation & Income Fund—Advisor Class	TCAMX	12/31
T. Rowe Price Capital Appreciation & Income Fund—I Class	TCIFX	12/31
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. Rowe Price Capital Opportunity Fund	PRCOX	12/31
T. Rowe Price Capital Opportunity Fund—Advisor Class	PACOX	12/31
T. Rowe Price Capital Opportunity Fund—I Class	PCCOX	12/31
T. Rowe Price Capital Opportunity Fund—R Class	RRCOX	12/31
T. ROWE PRICE COMMUNICATIONS & TECHNOLOGY FUND, INC.
T. Rowe Price Communications & Technology Fund	PRMTX	12/31
T. Rowe Price Communications & Technology Fund—I Class	TTMIX	12/31
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. Rowe Price Corporate Income Fund	PRPIX	5/31
T. Rowe Price Corporate Income Fund—I Class	TICCX	5/31
T. ROWE PRICE CREDIT OPPORTUNITIES FUND, INC.
T. Rowe Price Credit Opportunities Fund	PRCPX	5/31
T. Rowe Price Credit Opportunities Fund—Advisor Class	PAOPX	5/31
T. Rowe Price Credit Opportunities Fund—I Class	TCRRX	5/31
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. Rowe Price Diversified Mid-Cap Growth Fund	PRDMX	12/31
T. Rowe Price Diversified Mid-Cap Growth Fund—I Class	RPTTX	12/31
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. Rowe Price Dividend Growth Fund	PRDGX	12/31
T. Rowe Price Dividend Growth Fund—Advisor Class	TADGX	12/31
T. Rowe Price Dividend Growth Fund—I Class	PDGIX	12/31
T. ROWE PRICE EQUITY INCOME FUND, INC.
T. Rowe Price Equity Income Fund	PRFDX	12/31
T. Rowe Price Equity Income Fund—Advisor Class	PAFDX	12/31
T. Rowe Price Equity Income Fund—I Class	REIPX	12/31
T. Rowe Price Equity Income Fund—R Class	RRFDX	12/31
T. ROWE PRICE EQUITY SERIES, INC.		12/31
T. Rowe Price Blue Chip Growth Portfolio		12/31
T. Rowe Price Blue Chip Growth Portfolio—II		12/31
T. Rowe Price Equity Income Portfolio		12/31
T. Rowe Price Equity Income Portfolio—II		12/31
T. Rowe Price Equity Index 500 Portfolio		12/31
T. Rowe Price Health Sciences Portfolio		12/31
T. Rowe Price Health Sciences Portfolio—II		12/31


Principal Holders of Fund Shares
FUND	SHAREHOLDER	SHARES	%
BALANCED FUND	NATIONAL FINANCIAL SERVICES	10,728,207	7.06
	T ROWE PRICE TRUST CO INC BALTIMORE MD 21297-1215	37,873,966	24.92
BALANCED FUND—I CLASS	NORTHERN TRUST CO AS TRUSTEE CHICAGO IL 60675-2994	2,738,905	17.89
	T ROWE PRICE RPS INC	1,329,400	8.68
	UBATCO & CO	2,017,304	13.18
	FBO COLLEGE SAVINGS GROUP LINCOLN NE 68501-2535
	UBATCO & CO FBO ACES TRUST FUND LINCOLN NE 68512-4823	2,277,558	14.88
BLUE CHIP GROWTH FUND	CHARLES SCHWAB & CO INC	25,490,611	7.30
	NATIONAL FINANCIAL SERVICES	53,332,686	15.27
	T ROWE PRICE RPS INC BALTIMORE MD 21297-1215	23,461,404	6.72
	WELLS FARGO CLEARING SERVICES LLC	37,043,055	10.61
BLUE CHIP GROWTH FUND— ADVISOR	CHARLES SCHWAB & CO INC	2,573,759	7.08
CLASS	GREAT-WEST TRUST COMPANY LLC FBO	2,142,592	5.90
	EMPLOYEE BENEFITS CLIENTS 401K GREENWOOD VLG CO 80111-5002
	NATIONAL FINANCIAL SERVICES	5,752,557	15.83
	RELIANCE TRUST COMPANY FBO	2,516,573	6.93
	INSPER 401K ATLANTA GA 30358-0004
BLUE CHIP GROWTH FUND— I CLASS	CHARLES SCHWAB & CO INC	6,574,025	6.99
	EDWARD D JONES & CO SAINT LOUIS MO 63131-3729	18,284,871	19.45
	J.P. MORGAN SECURITIES LLC BROOKLYN NY 11245-0003	5,310,931	5.65
	NATIONAL FINANCIAL SERVICES	15,619,872	16.62
	WELLS FARGO BANK NA FBO	5,355,442	5.70
BLUE CHIP GROWTH FUND— R CLASS	DCGT AS TTEE AND/OR CUST	679,914	8.05
	FBO PLIC VARIOUS RETIREMENT PLANS DES MOINES IA 50392-0001
	NFS LLC FEBO	451,900	5.35
	STATE STREET BANK TRUST CO
	TTEE VARIOUS RETIREMENT PLANS HARRISON NY 10528-2418
	SAMMONS FINANCIAL NETWORK LLC	657,741	7.79
	STATE STREET BANK AND TRUST AS	1,568,813	18.57
	TRUSTEE AND/OR CUSTODIAN
	FBO ADP ACCESS PRODUCT BOSTON MA 02111-2901


	FOR ALL	AGAINST ALL	FOR ALL EXCEPT		FOR ALL	AGAINST ALL	FOR ALL EXCEPT
Fund 1				Fund 2
Fund 3				Fund 4
Fund 5				Fund 6
Fund 7				Fund 8
Fund 9				Fund 10
Fund 11				Fund 12
Fund 13				Fund 14
Fund 15				Fund 16
Fund 17				Fund 18
Fund 19				Fund 20
Fund 21				Fund 22
Fund 23				Fund 24
Fund 25				Fund 26
Fund 27				Fund 28
Fund 29				Fund 30


	FOR	AGAINST	ABSTAIN		FOR	AGAINST	ABSTAIN
Fund 1				Fund 2
Fund 3				Fund 4
Fund 5				Fund 6
Fund 7				Fund 8
Fund 9				Fund 10


Date (mm/dd/yyyy) — Please print date below	Signature 1 — Please keep signature within the box	Signature 2 — Please keep signature within the box
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	608999900109999999999
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