SCHEDULE 14A INFORMATIONVote your proxy today
Proxy Statement Pursuant
Vote your proxy today
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T. Rowe Price Balanced Fund, Inc. 033-38791/811-6275
T. Rowe Price Blue Chip Growth Fund, Inc. 033-49581/811-7059
T. Rowe Price Capital Appreciation Fund, Inc. 033-05646/811-4519
T. Rowe Price Capital Appreciation & Income Fund, Inc. 333-219171/811-23212
T. Rowe Price Capital Opportunity Fund, Inc. 033-56015/811-07225
T. Rowe Price Corporate Income Fund, Inc. 033-62275/811-07353
T. Rowe Price Credit Opportunities Fund, Inc. 333-194114/811-22939
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. 333-109958/811-21454
T. Rowe Price Dividend Growth Fund, Inc. 033-49187/811-7055
T. Rowe Price Equity Income Fund, Inc. 033-00070/811-4400
T. Rowe Price Equity Series, Inc. 033-52161/811-07143
T. Rowe Price Financial Services Fund, Inc. 333-09551/811-07749
T. Rowe Price Fixed Income Series, Inc. 033-52749/811-07153
T. Rowe Price Floating Rate Fund, Inc. 333-174605/811-22557
T. Rowe Price Global Allocation Fund, Inc. 333-187446/811-22810
T. Rowe Price Global Multi-Sector Bond Fund, Inc. 333-154155/811-22243
T. Rowe Price Global Real Estate Fund, Inc. 333-153130/811-22218
T. Rowe Price Global Technology Fund, Inc. 333-40086/811-09995
T. Rowe Price GNMA Fund, Inc. 033-01041/811-4441
T. Rowe Price Government Money Fund, Inc. 002-54926/811-2603
T. Rowe Price Growth & Income Fund, Inc. 002-79190/811-3566
T. Rowe Price Growth Stock Fund, Inc. 002-10780/811-579
T. Rowe Price Health Sciences Fund, Inc. 033-63759/811-07381
T. Rowe Price High Yield Fund, Inc. 002-93707/811-4119
T. Rowe Price Index Trust, Inc. 033-32859/811-5986
T. Rowe Price Inflation Protected Bond Fund, Inc. 333-99241/811-21185
T. Rowe Price Institutional Equity Funds, Inc. 333-04753/811-07639
T. Rowe Price Institutional Income Funds, Inc. 333-84634/811-21055
T. Rowe Price Institutional International Funds, Inc. 033-29697/811-5833
T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. 333-196145/811-22968
T. Rowe Price International Funds, Inc. 002-65539/811-2958
T. Rowe Price International Index Fund, Inc. 333-44964/811-10063
T. Rowe Price International Series, Inc. 033-52171/811-07145
T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. 333-136805/811-21919
T. Rowe Price Media & Telecommunications Fund, Inc. 333-27963/811-07075
T. Rowe Price Mid-Cap Growth Fund, Inc. 033-47806/811-6665
T. Rowe Price Mid-Cap Value Fund, Inc. 333-02993/811-07605
T. Rowe Price Multi-Sector Account Portfolios, Inc. 333-178660/811-22620
T. Rowe Price Multi-Strategy Total Return Fund, Inc. 333-218649/ 811-23261
T. Rowe Price New America Growth Fund, Inc. 002-99122/811-4358
T. Rowe Price New Era Fund, Inc. 002-29866/811-1710
T. Rowe Price New Horizons Fund, Inc. 002-18099/811-958
T. Rowe Price New Income Fund, Inc. 002-48848/811-2396
T. Rowe Price Personal Strategy Funds, Inc. 033-53675/811-07173
T. Rowe Price Quantitative Management Funds, Inc. 333-26323/811-08203
T. Rowe Price Real Assets Fund, Inc. 333-166395/811-22410
T. Rowe Price Real Estate Fund, Inc. 333-36137/811-08371
T. Rowe Price Reserve Investment Funds, Inc. 811-08279
T. Rowe Price Retirement Funds, Inc. 333-92380/811-21149
T. Rowe Price Science & Technology Fund, Inc. 033-16567/811-5299
T. Rowe Price Short-Term Bond Fund, Inc. 002-87568/811-3894
T. Rowe Price Small-Cap Stock Fund, Inc. 002-12171/811-696
T. Rowe Price Small-Cap Value Fund, Inc. 002-43237/811-2215
T. Rowe Price Spectrum Fund, Inc. 033-10992/811-4998
T. Rowe Price State Tax-Free Funds, Inc. 033-06533/811-4521
T. Rowe Price Summit Funds, Inc. 033-50319/811-7093
T. Rowe Price Summit Municipal Funds, Inc. 033-50321/811-7095
T. Rowe Price Tax-Efficient Funds, Inc. 333-26441/811-08207
T. Rowe Price Tax-Exempt Money Fund, Inc. 002-67029/811-3055
T. Rowe Price Tax-Free High Yield Fund, Inc. 002-94641/811-4163
T. Rowe Price Tax-Free Income Fund, Inc. 002-57265/811-2684
T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. 002-87059/811-3872
T. Rowe Price Total Return Fund, Inc. 333-213574/811-23180
T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. 333-45018/811-10093
T. Rowe Price U.S. Large-Cap Core Fund, Inc. 333-158764/811-22293
T. Rowe Price U.S. Treasury Funds, Inc. 033-30531/811-5860
T. Rowe Price Value Fund, Inc. 033-54963/811-07209
(Name of Registrant as Specified in its Charter)
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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 Portfolio 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 aboveconcerning important 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 needaffecting 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 12 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. BernardChairman of the Board
Notice of Joint Special Meeting of Shareholders
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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 together, the “T. Rowe Price Funds” or the “Funds”)fund(s). 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:
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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 meeting of the Boards on July 25, 2018, which will immediately follow 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 toat 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 T. Rowe 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 T. Rowe 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 subadvisers 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 personnel
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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 25th 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 25th 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.
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(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.
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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 | Daniels | Duncan | Gerrard | McBride | Rouse | Sharps | Schreiber | Tercek | Wiese |
Balanced Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Blue Chip Growth Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Capital Appreciation Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Capital Appreciation & Income Fund | 2018 | 2018 | 2017 | 2017 | 2017 | 2017 | 2017 | 2017 | 2017 | — |
Capital Opportunity Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Communications & Technology Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Corporate Income Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1995 | 2009 | 2015 |
Credit Opportunities Fund | 2018 | 2018 | 2014 | 2014 | 2014 | 2014 | — | 2014 | 2014 | 2015 |
Diversified Mid-Cap Growth Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2003 | 2009 | — |
Dividend Growth Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Equity Income Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Equity Series | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Financial Services Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Fixed Income Series | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1994 | 2009 | 2015 |
Floating Rate Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 2011 | 2011 | 2015 |
Global Allocation Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | 2017 | 2013 | 2013 | — |
Global Multi-Sector Bond Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 2008 | 2009 | 2015 |
Global Real Estate Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2008 | 2009 | — |
Global Technology Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
GNMA Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Government Money Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Growth & Income Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Growth Stock Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
PAGE 23
Corporation | Bazemore | Daniels | Duncan | Gerrard | McBride | Rouse | Sharps | Schreiber | Tercek | Wiese |
Health Sciences Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
High Yield Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Index Trust | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Inflation Protected Bond Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 2002 | 2009 | 2015 |
Institutional Equity Funds | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Institutional Income Funds | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 2002 | 2009 | 2015 |
Institutional International Funds | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Intermediate Tax-Free High Yield Fund | 2018 | 2018 | 2014 | 2014 | 2014 | 2014 | — | 2014 | 2014 | 2015 |
International Funds | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
International Index Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
International Series | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Limited Duration Inflation Focused Bond Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 2006 | 2009 | 2015 |
Mid-Cap Growth Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Mid-Cap Value Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Multi-Sector Account Portfolios | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 2012 | 2012 | 2015 |
Multi-Strategy Total Return Fund | 2018 | 2018 | 2017 | 2017 | 2017 | 2017 | 2017 | 2017 | 2017 | — |
New America Growth Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
New Era Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
New Horizons Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
New Income Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Personal Strategy Funds | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Quantitative Management Funds | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Real Assets Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2010 | 2010 | — |
Real Estate Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
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Corporation | Bazemore | Daniels | Duncan | Gerrard | McBride | Rouse | Sharps | Schreiber | Tercek | Wiese |
TRP Reserve Investment Funds | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1997 | 2009 | 2015 |
Retirement Funds | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2002 | 2009 | — |
Science & Technology Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Short-Term Bond Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Small-Cap Stock Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Small-Cap Value Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Spectrum Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
State Tax-Free Funds | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Summit Income Funds | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1993 | 2009 | 2015 |
Summit Municipal Funds | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1993 | 2009 | 2015 |
Tax-Efficient Funds | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2001 | 2009 | — |
Tax-Exempt Money Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Tax-Free High Yield Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Tax-Free Income Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Tax-Free Short-Intermediate Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Total Return Fund | 2018 | 2018 | 2016 | 2016 | 2016 | 2016 | — | 2016 | 2016 | 2016 |
U.S. Bond Enhanced Index Fund | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 2000 | 2009 | 2015 |
U.S. Large-Cap Core Fund | 2018 | 2018 | 2013 | 2012 | 2013 | 2012 | 2017 | 2009 | 2009 | — |
U.S. Treasury Funds | 2018 | 2018 | 2013 | 2013 | 2013 | 2013 | — | 1992 | 2009 | 2015 |
Value Fund | 2018 | 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 | |||||||
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 | |||||||
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 | |||||||
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 | |||||||
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 | |||||||
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 |
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Fund | Aggregate Compensation From | |||||||
Bazemore* | Daniels* | Duncan | Gerrard | McBride | Rouse | Schreiber | Tercek | |
Small-Cap Stock | — | — | 4,160 | 4,076 | 4,147 | 4,130 | 3,755 | 3,884 |
Small-Cap Value | — | — | 4,308 | 4,214 | 4,294 | 4,275 | 3,888 | 4,025 |
Spectrum Growth | — | — | 1,589 | 1,553 | 1,584 | 1,577 | 1,434 | 1,486 |
Spectrum Income | — | — | 2,869 | 2,804 | 2,859 | 2,846 | 2,589 | 2,682 |
Spectrum International | — | — | 585 | 569 | 582 | 580 | 527 | 547 |
Summit Municipal Income | — | — | 558 | 545 | 556 | 553 | 503 | 522 |
Summit Municipal Intermediate | — | — | 2,026 | 1,975 | 2,019 | 2,009 | 1,828 | 1,897 |
Summit Municipal Money Market | — | — | 55 | 54 | 55 | 55 | 50 | 51 |
Target 2005 | — | — | 14 | 13 | 13 | 13 | 12 | 13 |
Target 2010 | — | — | 28 | 27 | 28 | 27 | 25 | 26 |
Target 2015 | — | — | 79 | 77 | 78 | 78 | 71 | 74 |
Target 2020 | — | — | 106 | 103 | 106 | 105 | 96 | 99 |
Target 2025 | — | — | 89 | 87 | 89 | 88 | 80 | 83 |
Target 2030 | — | — | 91 | 89 | 91 | 91 | 82 | 86 |
Target 2035 | — | — | 55 | 53 | 55 | 54 | 49 | 51 |
Target 2040 | — | — | 47 | 46 | 47 | 46 | 42 | 44 |
Target 2045 | — | — | 32 | 31 | 32 | 31 | 29 | 30 |
Target 2050 | — | — | 22 | 22 | 22 | 22 | 20 | 21 |
Target 2055 | — | — | 12 | 12 | 12 | 12 | 11 | 12 |
Target 2060 | — | — | 3 | 3 | 3 | 3 | 3 | 3 |
Tax-Efficient Equity | — | — | 107 | 105 | 107 | 107 | 97 | 101 |
Tax-Exempt Money | — | — | 159 | 156 | 159 | 158 | 144 | 149 |
Tax-Free High Yield | — | — | 2,086 | 2,036 | 2,078 | 2,069 | 1,882 | 1,951 |
Tax-Free Income | — | — | 1,143 | 1,117 | 1,139 | 1,134 | 1,032 | 1,069 |
Tax-Free Short-Intermediate | — | — | 882 | 863 | 879 | 875 | 796 | 824 |
Total Equity Market Index | — | — | 679 | 663 | 676 | 673 | 612 | 635 |
Total Return | — | — | 13 | 13 | 13 | 13 | 12 | 13 |
Treasury Reserve | — | — | 1,595 | 1,560 | 1,591 | 1,583 | 1,441 | 1,492 |
U.S. Bond Enhanced Index | — | — | 296 | 289 | 295 | 294 | 267 | 277 |
U.S. High Yield | — | — | 20 | 18 | 19 | 19 | 18 | 19 |
U.S. Large-Cap Core | — | — | 179 | 174 | 178 | 177 | 161 | 168 |
U.S. Treasury Intermediate | — | — | 176 | 171 | 175 | 174 | 159 | 165 |
U.S. Treasury Long-Term | — | — | 236 | 228 | 237 | 233 | 215 | 223 |
U.S. Treasury Money | — | — | 2,463 | 2,389 | 2,451 | 2,438 | 2,221 | 2,310 |
Ultra Short-Term Bond | — | — | 157 | 153 | 156 | 156 | 142 | 147 |
Value | — | — | 10,843 | 10,600 | 10,806 | 10,758 | 9,785 | 10,135 |
Virginia Tax-Free Bond | — | — | 524 | 512 | 522 | 520 | 473 | 490 |
* 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.
(c) Estimated for the period February 24, 2018, through December 31, 2018.
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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
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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:
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“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, or any of the Funds’ overall risk profiles, 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” or “FOR ALL EXCEPT,” or instruct them not to vote those shares on the proposal by checking the “WITHHOLD AUTHORITY” box.
With respect to Proposal Nos. 2, 3, 4, and 5, you may direct the proxy holders to vote FOR or AGAINST or ABSTAIN. Alternatively, you may simply sign, date, and return your proxy card(s) with no specific instructions as to the proposals. If you properly execute your proxy card, or submit your vote
PAGE 45
via the telephone or online, and give no voting instructions with respect to the election of directors or any of the other proposals, your shares will be voted FOR ALL NOMINEES and FOR all of the other proposals on which you are entitled to vote.
Abstentions and “broker nonvotes” (as described below) are counted for purposes of determining whether a quorum is present for purposes of convening the Shareholder Meeting. Broker nonvotes are shares held by a broker or nominee for which an executed proxy is received by the Fund but are not voted as to one or more proposals because instructions have not been received from the beneficial owners or persons entitled to vote, and the broker or nominee does not have discretionary voting power. Since Proposal No. 1 must be approved by a plurality vote, abstentions and broker nonvotes will have no effect on the result of the vote. Because Proposal Nos. 2, 3, 4, and 5 must be approved by a percentage of voting securities present at the meeting or a majority of the Fund’s outstanding shares, abstentions and broker nonvotes will be considered to be voting securities that are present and will have the effect of being counted as votes against the applicable proposal.
For shares of a Fund held in an individual retirement account (“IRA”) or Coverdell education savings account (“ESA”) that is sponsored by T. Rowe Price Trust Company and for which T. Rowe Price Trust Company serves as custodian, T. Rowe Price Trust Company shall, without written direction from the investor, vote shares for which no voting instructions are timely received in the same proportion as shares for which voting instructions from other shareholders are timely received.
For shares of the Funds that are series of T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., and T. Rowe Price International Series, Inc. (collectively, the “Variable Insurance Portfolios”) held by insurance company separate accounts for which the insurance company has not received timely voting instructions, as well as shares the insurance company owns, those shares shall be voted in the same proportion as shares for which voting instructions from contract holders are timely received.
Shares of the T. Rowe Price Funds that are held by other T. Rowe Price Funds will be voted in the same proportion as shares for which voting instructions from other shareholders are timely received.
Can additional matters be acted upon at the Shareholder Meeting?
T. Rowe Price knows of no other business that may come before the Shareholder Meeting. However, if any additional matters are properly presented at the Shareholder Meeting, it is intended that the persons named in the enclosed proxy, or their substitutes, will vote on such matters in accordance with their judgment.
PAGE 46
Are the T. Rowe Price Funds required to hold annual meetings?
Under Maryland law, each T. Rowe Price Fund is not required to hold an annual meeting of shareholders. The Boards have determined that the Funds will take advantage of this Maryland law provision to avoid the significant expenses associated with holding an annual meeting of shareholders, including legal, accounting, printing, and mailing fees incurred in preparing proxy materials. Accordingly, no annual meeting of shareholders shall be held in any year in which a meeting is not otherwise required to be held under the 1940 Act or Maryland law, unless the Boards determine otherwise. However, special meetings of shareholders will be held in accordance with applicable law or when otherwise determined by the Boards.
If a shareholder wishes to present a proposal to be included in a proxy statement for a subsequent shareholder meeting, the proposal must be submitted in writing and received by Darrell Braman, Secretary of the T. Rowe Price Funds, 100 East Pratt Street, Baltimore, Maryland 21202, within a reasonable time before a Fund begins to print and mail its proxy materials for the meeting. The timely submission of a proposal does not guarantee its consideration at the meeting.
How are proxies delivered and votes recorded?
This Proxy Statement was mailed along with a proxy voting card and prepaid envelope. You may record your votes on the enclosed proxy card and mail it in the accompanying prepaid envelope to Proxy Tabulator, P.O. Box 808002, Louisville, KY 40233-9893. Any mailed proxies sent to this address will be delivered to Computershare Limited (“Computershare”), which T. Rowe Price has retained to tabulate the votes. In addition, the Funds have arranged through Computershare to have votes recorded through online or by telephone. The telephone and online voting procedures are reasonably designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Computershare is also responsible for assisting T. Rowe Price in determining whether quorum is achieved for a particular Fund and whether sufficient votes are received to approve a proposal.
Some shareholders will not automatically receive a copy of this entire Proxy Statement in the mail, but will instead receive a notice that informs them of how to access all of the proxy materials on a publicly available website (commonly referred to as “notice and access”). Shareholders who receive such a notice will not be able to return the notice to have their vote recorded. However, they can access the proxy materials at www.proxydirect.com/trp-29734 to vote eligible shares or may use the instructions on the notice to request a paper or email copy of the proxy materials at no charge.
PAGE 47
The SEC has adopted rules that permit investment companies, such as the T. Rowe Price Funds, and intermediaries to satisfy the delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” could result in extra convenience and cost savings for the Funds and their shareholders. Unless a Fund has received contrary instructions, only one copy of this Proxy Statement will be mailed to two or more shareholders who share an address. If you need additional copies, do not want your mailings to be “householded,” or would like to request a single copy if multiple copies are being received, please call 1-800-225-5132 or write us at P.O. Box 17630, Baltimore, Maryland 21297-1630.
How can proxies be solicited, and who pays for the costs involved with the proxy?
Directors and officers of a Fund, or employees of T. Rowe Price (and its affiliates) may solicit proxies by mail, in person, electronically (assuming that applicable requirements are met) or by telephone. In the event that votes are solicited by telephone, shareholders would be called at the telephone number T. Rowe Price has in its records for their accounts, and would be asked for certain identifying information, such as their address. The shareholders would then be given an opportunity to authorize proxies to vote their shares at the Shareholder Meeting in accordance with their instructions. To ensure that shareholders’ instructions have been recorded correctly, confirmation of the instructions is also mailed and a special toll-free number provided in case the information contained in the confirmation is incorrect.
To help ensure that sufficient shares of common stock are represented at the Shareholder Meeting to permit approval of the proposals outlined in the Proxy Statement, the Funds will also use the solicitation services of Computershare to assist them in soliciting proxies.
Who pays for the costs involved with the proxy?
For managing the T. Rowe Price Funds’ overall proxy campaign, Computershare will receive a fee plus reimbursement for out-of-pocket expenses. Computershare will also receive fees in connection with the printing, preparing, assembling, mailing, and transmitting of proxy materials on behalf of the T. Rowe Price Funds, tabulating those votes that are received, and any solicitation of additional votes. The fees received by Computershare will vary based on the level of additional solicitation necessary to achieve quorum and shareholder approval. In addition to the fees paid to Computershare, securities brokers, custodians, fiduciaries, and other persons holding shares as nominees will be reimbursed, upon request, for their reasonable expenses in sending solicitation materials to the principals of the
PAGE 48
accounts. The fees for these services, along with printing, postage and solicitation services are estimated to range between $13.5 and $15 million. All costs of the Shareholder Meeting and the proxy campaign, including the use of Computershare and the reimbursement to brokers for solicitation and the preparation of proxy materials, will be paid for by each Fund in proportion to its relative asset size at the time of the Shareholder Meeting (except for the Multi-Sector Account Portfolios). For any Funds subject to contractual expense limitations or all-inclusive management fee rates, the proxy expenses over and above any contractually stated fee rate will be borne by T. Rowe Price.
Can I change my vote after I mail my proxy?
Any proxy, including those given online or by telephone, may be revoked at any time before the votes have been submitted for tabulation at the Shareholder Meeting by filing a written notice of revocation with a Fund, by delivering a properly executed proxy bearing a later date, or by attending the Shareholder Meeting and voting in person. If you vote via telephone or online, you can change your vote up until 7:59 a.m. on July 25, 2018.
GENERAL INFORMATION ABOUT THE FUNDS
Who are the Funds’ investment adviser, principal underwriter, and other service providers?
T. Rowe Price serves as investment adviser to all of the T. Rowe Price Funds and provides the Funds with investment management services. T. Rowe Price is a wholly owned subsidiary of T. Rowe Price Group Inc. While T. Rowe Price is responsible for supervising and overseeing the Funds’ investment programs, T. Rowe Price has entered into investment subadvisory agreements with T. Rowe Price Hong Kong Limited (“Price Hong Kong”), T. Rowe Price International Ltd (“Price International”), and/or T. Rowe Price Japan, Inc. (“Price Japan”) on behalf of certain T. Rowe Price Funds. Price Hong Kong and Price Japan are wholly owned subsidiaries of T. Rowe Price International, and T. Rowe Price International is a wholly owned subsidiary of T. Rowe Price.
Each Fund also has fund accounting agreements with T. Rowe Price and The Bank of New York Mellon; an underwriting agreement with T. Rowe Price Investment Services, Inc. (“Investment Services”); and a transfer agency agreement with T. Rowe Price Services, Inc. (“Price Services”). The taxable Funds also have a transfer agency agreement with T. Rowe Price Retirement Plan Services, Inc. (“RPS”). Investment Services, Price Services, and RPS are wholly owned subsidiaries of T. Rowe Price.
PAGE 51
T. Rowe Price Trust Company serves as trustee and/or custodian for certain IRAs, ESAs, and small business retirement plans that utilize the Funds as investment options, and is a wholly owned subsidiary of T. Rowe Price.
The address for T. Rowe Price, Investment Services, and T. Rowe Price Trust Company is 100 East Pratt Street, Baltimore, MD 21202. The address for Price Services and RPS is 4515 Painters Mill Road, Owings Mills, MD 21117. The address for The Bank of New York Mellon is 225 Liberty Street, New York, New York 10286.
The Funds have a policy to not pay any commissions to affiliated broker-dealers.
Who are the Funds’ executive officers?
John R. Gilner serves as Chief Compliance Officer for the T. Rowe Price Funds. In addition, Mr. Gilner is the Chief Compliance Officer and a Vice President of T. Rowe Price, as well as a Vice President of T. Rowe Price Group, Inc. Catherine D. Mathews serves as Treasurer for the T. Rowe Price Funds. Ms. Mathews is a Vice President of T. Rowe Price and T. Rowe Price Group, Inc. Darrell N. Braman serves as Secretary for the T. Rowe Price Funds. Mr. Braman is a Vice President of T. Rowe Price and T. Rowe Price Group, Inc. The following table, entitled “Executive Officers of the Funds,” lists the other executive officers of the Funds covered by this Proxy Statement and their positions with each Fund, T. Rowe Price, and T. Rowe Price Group, Inc., as of April 6, 2018. Each executive officer has been an officer of T. Rowe Price, T. Rowe Price Group, Inc., and the Funds for at least the last five years unless otherwise indicated.
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PAGE 52
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PAGE 53
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PAGE 54
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PAGE 55
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PAGE 56
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a Prior to 2014, Rodney M. Rayburn was Managing Director of Värde Partners.
b Prior to 2017, Kevin P. Loome was Head of U.S. Credit at Henderson Global Investors and prior to 2013, he was Head of High Yield and Bank Loans at Delaware Investments.
As of February 28, 2018, the directors and executive officers of the T. Rowe Price Funds, as a group, owned less than 1% of the outstanding shares of any fund, except as shown in the following table.
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How many outstanding shares are there of each Fund?
The following table, entitled “Outstanding Shares of Capital Stock,” sets forth the outstanding shares of capital stock of each Fund and class, as applicable, as of February 28, 2018.
Outstanding Shares of Capital Stock
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PAGE 57
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PAGE 58
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PAGE 59
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PAGE 60
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PAGE 61
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PAGE 62
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PAGE 63
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PAGE 64
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*On February 28, 2018, the Fund's name was the Media & Telecommunications Fund.
Who are the principal holders of the Funds’ shares?
The following table, entitled “Principal Holders of Fund Shares,” provides the shareholders of record that owned more than 5% of the indicated Funds and/or classes, as of February 28, 2018.
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
AFRICA & MIDDLE EAST | 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 | 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 |
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| WELLS FARGO CLEARING SERVICES LLC SAINT LOUIS MO 63103-2523 | 113,416 | 18.62 |
PAGE 65
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
BALANCED | 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 BALTIMORE MD 21297-1215 | 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 | CHARLES SCHWAB & CO INC | 25,490,611 | 7.30 |
| NATIONAL FINANCIAL SERVICES | 53,332,686 | 15.27 |
| T ROWE PRICE RPS INC | 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 MINNEAPOLIS, MN 55480-1533 | 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 |
|
|
PAGE 66
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
BLUE CHIP GROWTH PORTFOLIO | AUL | 1,366,805 | 5.11 |
| AMERICAN INDIVDUAL VARIABLE |
| |
| ANNUITY UNIT TRUST 1 INDIANAPOLIS IN 46206-0368 |
| |
| GREAT-WEST LIFE & ANNUITY | 2,154,958 | 8.05 |
| CLIENT PLANS ENGLEWOOD, CO 80111-5002 |
| |
| MUTUAL OF AMERICA SEPARATE | 3,146,265 | 11.76 |
| ACCOUNT NO 1 NEW YORK NY 10022-6839 |
| |
| MUTUAL OF AMERICA SEPARATE | 5,942,179 | 22.20 |
| ACCOUNT NO 2 |
| |
| NATIONWIDE INSURANCE COMPANY COLUMBUS OH 43218-2029 | 2,091,258 | 7.81 |
NATIONWIDE LIFE INSURANCE COMPANY COLUMBUS OH 43218-2029 | 2,706,745 | 10.11 | |
| NYLIAC JERSEY CITY NJ 07302-4600 | 2,924,560 | 10.93 |
BLUE CHIP GROWTH PORTFOLIO—II | AMERITAS LIFE INSURANCE CORP | 1,843,631 | 12.14 |
| AMERITAS VARIABLE SEP ACCT VA-2 LINCOLN NE 68510-2234 |
| |
| GUARDIAN INSURANCE & ANNUITY CO | 1,479,498 | 9.74 |
| RETIREMENT SOLUTIONS FM&C NRO BETHLEHEM PA 18017-9464 |
| |
| JEFFERSON NATIONAL LIFE INS CO LOUISVILLE KY 40223-6178 | 1,958,175 | 12.89 |
| NATIONWIDE LIFE INSURANCE COMPANY | 1,593,176 | 10.49 |
| PACIFIC SELECT EXEC | 3,549,527 | 23.37 |
| SEPARATE ACCOUNT OF PACIFIC LIFE NEWPORT BEACH CA 92660-6307 |
| |
CALIFORNIA TAX-FREE BOND | CHARLES SCHWAB & CO INC | 3,838,853 | 6.96 |
| NATIONAL FINANCIAL SERVICES | 11,506,130 | 20.87 |
CALIFORNIA TAX-FREE BOND FUND—I CLASS | ANTON YERGAT LIVING TRUST NEWPORT BEACH CA 92658-5000 | 230,146 | 23.39 |
CHARLES SCHWAB & CO INC | 153,299 | 15.58 | |
| DANIEL E. RAMIREZ | 121,576 | 12.35 |
| DANIEL G JENSON & EVELYN H JENSON FAM TRUST | 97,477 | 9.90 |
| ELLEN B MILLER AGENT/POA | 61,612 | 6.26 |
| ALICE N BESSMAN OR ELLEN |
| |
| BESSMAN MILLER TR THE BESSMAN |
| |
| TRUST AGRMNT |
|
|
CALIFORNIA TAX-FREE MONEY | MARK A WALSH T O D | 9,497,000 | 16.14 |
CALIFORNIA TAX-FREE MONEY FUND— | T ROWE PRICE ASSOCIATES | 250,000 | 100.00(c) |
I CLASS |
|
| |
CAPITAL APPRECIATION & INCOME | T ROWE PRICE ASSOCIATES | 10,000 | 100.00(c) |
CAPITAL APPRECIATION | CHARLES SCHWAB & CO INC | 91,392,760 | 10.14 |
| NATIONAL FINANCIAL SERVICES | 111,345,006 | 12.36 |
| PERSHING LLC | 48,749,310 | 5.41 |
| TD AMERITRADE INC OMAHA NE 68103-2226 | 54,545,091 | 6.05 |
PAGE 67
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
CAPITAL APPRECIATION FUND— | AMERITAS LIFE INSURANCE CORP | 2,529,632 | 6.86 |
ADVISOR CLASS | SEPARATE ACCOUNT G |
| |
| CHARLES SCHWAB & CO INC | 7,101,268 | 19.26 |
| NATIONAL FINANCIAL SERVICES | 7,920,233 | 21.48 |
| UMB BANK | 3,612,678 | 9.80 |
| FBO FIDUCIARY FOR TAX DEFERRED |
| |
| ACCOUNTS TOPEKA, KS 66636-0001 |
|
|
CAPITAL APPRECIATION FUND—I CLASS | CHARLES SCHWAB & CO INC | 19,169,706 | 20.75 |
| NATIONAL FINANCIAL SERVICES | 17,452,229 | 18.89 |
| PERSHING LLC | 4,933,227 | 5.34 |
| TD AMERITRADE INC | 9,131,047 | 9.88 |
CAPITAL OPPORTUNITY | LVIP BLENDED CORE EQUITY | 4,179,653 | 19.17 |
| MANAGED VOLATILITY FUND FORT WAYNE IN 46802-3506 |
| |
| NATIONAL FINANCIAL SERVICES | 3,430,328 | 15.74 |
CAPITAL OPPORTUNITY FUND— | CHARLES SCHWAB & CO INC | 123,623 | 25.44(b) |
ADVISOR CLASS | DCGT AS TTEE AND/OR CUST | 27,231 | 5.60 |
| FBO PLIC VARIOUS RETIREMENT PLANS |
| |
| FIIOC AS AGENT FBO | 113,104 | 23.27 |
| SHEPHERD ELECTRIC COMPANY INC |
| |
| 401K AND PROFIT SHARING PLAN COVINGTON KY 41015-1987 |
| |
| NATIONAL FINANCIAL SERVICES | 28,462 | 5.86 |
| TD AMERITRADE INC | 66,728 | 13.73 |
CAPITAL OPPORTUNITY FUND—I CLASS | COMFORT & CO | 167,168 | 9.63 |
| FBO OLD POINT FINANCIAL 401(K) PSP NEWPORT NEWS VA 23606-1926 |
| |
| NATIONWIDE TRUST COMPANY COLUMBUS, OH 43218-2029 | 1,118,914 | 64.47(b) |
CAPITAL OPPORTUNITY FUND— | CAPITAL BANK & TRUST COMPANY TTEE | 33,527 | 15.11 |
R CLASS | JEFF WYLER AUTO FAMILY INC RSP 401K GREENWOOD VLG CO 80111-5002 |
| |
| CAPITAL BANK & TRUST COMPANY TTEE | 44,597 | 20.10 |
| MACHINERY SYSTEMS INC EMPLOYEES PSP |
| |
| DCGT AS TTEE AND/OR CUST | 17,430 | 7.86 |
| FBO PLIC VARIOUS RETIREMENT PLANS |
| |
| NATIONWIDE TRUST CO FSB COLUMBUS OH 43218-2029 | 20,267 | 9.13 |
| RELIANCE TRUST CO., CUSTODIAN | 12,789 | 5.76 |
| FBO MASSMUTUAL OMNIBUS PPL/SMF ATLANTA, GA 30362-1529 |
| |
| RELIANCE TRUST COMPANY FBO | 12,739 | 5.74 |
| MTRMLS INC ATLANTA GA 30358-0004 |
|
|
COMMUNICATIONS & TECHNOLOGY | CHARLES SCHWAB & CO INC | 2,447,508 | 5.01 |
NATIONAL FINANCIAL SERVICES | 3,230,224 | 6.61 | |
| T ROWE PRICE TRUST CO INC | 2,942,591 | 6.02 |
| MEDIA & TELECOMMUNICATION FUND |
|
|
COMMUNICATIONS & TECHNOLOGY | KAMAEHU L P | 81,545 | 5.49 |
FUND—I CLASS | TD AMERITRADE INC | 82,479 | 5.56 |
| TRUSTEES OF T ROWE PRICE | 595,845 | 40.14(a) |
| U.S. RETIREMENT PROGRAM |
| |
PAGE 68
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
CORPORATE INCOME | SPECTRUM INCOME FUND | 47,312,270 | 49.77(d) |
| T. ROWE PRICE ASSOCIATES |
| |
CORPORATE INCOME FUND—I CLASS | KB INSURANCE CO LTD | 3,104,913 | 52.54(b) |
| SEOUL, 06134 REPUBLIC OF KOREA |
| |
| PERSHING LLC | 852,138 | 14.42 |
| ROBERT W SMITH | 516,950 | 8.75 |
| TERESA O SMITH |
| |
| TRUSTEES OF T ROWE PRICE | 689,432 | 11.67 |
| U.S. RETIREMENT PROGRAM |
| |
CREDIT OPPORTUNITIES | T ROWE PRICE ASSOCIATES | 2,475,000 | 47.52(c) |
CREDIT OPPORTUNITIES FUND— | CHARLES SCHWAB & CO INC | 6,553 | 20.53 |
ADVISOR CLASS | T ROWE PRICE ASSOCIATES | 25,000 | 78.30(c) |
CREDIT OPPORTUNITIES FUND— | T ROWE PRICE ASSOCIATES | 29,412 | 100.00(c) |
I CLASS |
|
| |
DIVERSIFIED MID-CAP GROWTH | NATIONAL FINANCIAL SERVICES | 2,065,135 | 7.19 |
PERSHING LLC | 1,550,914 | 5.40 | |
DIVERSIFIED MID-CAP GROWTH | BONNIE G MAIER TR | 51,336 | 6.89 |
FUND—I CLASS | JULIA LAMB MAIER IRREVOCABLE TRUST WILMINGTON DE 19810-4344 |
| |
| EDUARD GORDON | 49,750 | 6.68 |
| INNA GORDON JT TEN T O D |
| |
| NATIONAL FINANCIAL SERVICES | 296,036 | 39.73(b) |
| TRUSTEES OF T ROWE PRICE | 284,386 | 38.16(a) |
| U.S. RETIREMENT PROGRAM |
| |
DIVIDEND GROWTH | LPL FINANCIAL SAN DIEGO CA 92121-3091 | 9,313,156 | 6.50 |
| MLPF&S FOR THE SOLE BENEFIT OF | 9,985,392 | 6.97 |
| ITS CUSTOMERS JACKSONVILLE FL 32246-6484 |
| |
| NATIONAL FINANCIAL SERVICES | 24,522,273 | 17.12 |
| PERSHING LLC | 8,350,792 | 5.83 |
DIVIDEND GROWTH FUND— | CHARLES SCHWAB & CO INC | 550,907 | 6.54 |
ADVISOR CLASS | GREAT-WEST TRUST COMPANY LLC FBO | 509,873 | 6.05 |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| JOHN HANCOCK TRUST COMPANY WESTWOOD MA 02090-2321 | 439,384 | 5.21 |
| MATRIX TRUST COMPANY TRUSTEE FBO | 497,549 | 5.90 |
| VISTA 401(K) RETIREMENT PLAN PHOENIX AZ 85072-2129 |
| |
| NATIONAL FINANCIAL SERVICES | 3,892,795 | 46.19(b) |
DIVIDEND GROWTH FUND—I CLASS | EDWARD D JONES & CO | 20,814,079 | 38.24(b) |
| NATIONAL FINANCIAL SERVICES | 18,973,444 | 34.86(b) |
PAGE 69
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
DYNAMIC GLOBAL BOND | T ROWE PRICE ASSOCIATES | 18,709,605 | 5.99 |
| RETIREMENT PORTFOLIO 2010 |
| |
| T ROWE PRICE ASSOCIATES | 22,526,474 | 7.22 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 28,181,200 | 9.03 |
| RETIREMENT PORTFOLIO 2015 |
| |
| T ROWE PRICE ASSOCIATES | 69,844,651 | 22.38 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 52,890,194 | 16.94 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 53,492,630 | 17.14 |
| RETIREMENT PORTFOLIO 2030 |
| |
| T ROWE PRICE ASSOCIATES | 26,245,816 | 8.41 |
| RETIREMENT PORTFOLIO 2035 |
| |
DYNAMIC GLOBAL BOND FUND— | LPL FINANCIAL | 7,393 | 19.57 |
ADVISOR CLASS | PERSHING LLC | 5,109 | 13.53 |
| T ROWE PRICE ASSOCIATES | 25,000 | 66.19(c) |
DYNAMIC GLOBAL BOND FUND—I CLASS | LADYBIRD & CO BALTIMORE MD 21202-1009 | 17,360,348 | 18.96 |
LADYBUG & CO BALTIMORE MD 21202-1009 | 10,535,431 | 11.51 | |
| MAC & CO PITTSBURGH PA 15219-2502 | 5,083,633 | 5.55 |
| T ROWE PRICE ASSOCIATES | 10,028,042 | 10.95 |
| RETIREMENT I 2020 FUND |
| |
| T ROWE PRICE ASSOCIATES | 7,864,731 | 8.59 |
| RETIREMENT I 2025 FUND |
| |
| T ROWE PRICE ASSOCIATES | 8,309,397 | 9.07 |
| RETIREMENT I 2030 FUND |
| |
EMERGING EUROPE | NATIONAL FINANCIAL SERVICES | 788,991 | 6.59 |
| SPECTRUM INTERNATIONAL FUND | 651,321 | 5.44 |
| T ROWE PRICE ASSOCIATES |
| |
| TD AMERITRADE INC | 628,486 | 5.25 |
EMERGING EUROPE FUND—I CLASS | T ROWE PRICE ASSOCIATES | 18,911 | 5.45 |
| TRUSTEES OF T ROWE PRICE | 325,445 | 93.77(a) |
| U.S. RETIREMENT PROGRAM |
| |
EMERGING MARKETS BOND | SPECTRUM INCOME FUND | 36,092,242 | 9.31 |
| T. ROWE PRICE ASSOCIATES |
| |
| T ROWE PRICE ASSOCIATES | 24,544,733 | 6.33 |
| RETIREMENT PORTFOLIO 2015 |
| |
| T ROWE PRICE ASSOCIATES | 58,546,443 | 15.11 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 42,213,260 | 10.89 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 40,260,900 | 10.39 |
| RETIREMENT PORTFOLIO 2030 |
| |
EMERGING MARKETS BOND FUND— | PERSHING LLC | 57,313 | 29.62(b) |
ADVISOR CLASS | T ROWE PRICE ASSOCIATES | 21,459 | 11.09 |
EMERGING MARKETS BOND FUND— | J.P. MORGAN SECURITIES LLC | 38,828,535 | 43.04(b) |
I CLASS | T ROWE PRICE ASSOCIATES | 8,402,334 | 9.31 |
| RETIREMENT I 2020 FUND |
| |
| T ROWE PRICE ASSOCIATES | 6,343,826 | 7.03 |
| RETIREMENT I 2025 FUND |
| |
| T ROWE PRICE ASSOCIATES | 6,334,430 | 7.02 |
| RETIREMENT I 2030 FUND |
| |
PAGE 70
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
EMERGING MARKETS CORPORATE | T ROWE PRICE ASSOCIATES | 2,271,697 | 42.40(c) |
BOND | TD AMERITRADE INC | 440,410 | 8.22 |
EMERGING MARKETS CORPORATE | LPL FINANCIAL | 17,032 | 10.66 |
BOND FUND—ADVISOR CLASS | NATIONAL FINANCIAL SERVICES | 101,473 | 63.49(b) |
| T ROWE PRICE ASSOCIATES | 25,117 | 15.71 |
EMERGING MARKETS CORPORATE | CHARLES A MORRIS | 100,840 | 15.35 |
BOND FUND—I CLASS | ELISE D MORRIS JT TEN T O D |
| |
| CHARLES SCHWAB & CO INC | 419,637 | 63.87(b) |
| TRUSTEES OF T ROWE PRICE | 86,339 | 13.14 |
| U.S. RETIREMENT PROGRAM |
| |
EMERGING MARKETS CORPORATE | CBE OF NEW BRUNSWICK | 1,420,963 | 42.11(b) |
MULTI-SECTOR ACCOUNT PORTFOLIO | EM BOND MAP FREDERICTON NB E3B 5H8 CANADA |
| |
| GENERAL DYNAMICS CORP 401K | 413,744 | 12.26 |
| PLAN MASTER TRUST CP FALLS CHURCH VA 22042-4541 |
| |
| T ROWE PRICE ASSOCIATES | 1,200,000 | 35.56(c) |
EMERGING MARKETS LOCAL | PERSHING LLC | 3,428,894 | 5.83 |
CURRENCY BOND | SPECTRUM INCOME FUND | 48,736,125 | 82.91(d) |
| T. ROWE PRICE ASSOCIATES | ||
EMERGING MARKETS LOCAL | CHARLES SCHWAB & CO INC | 7,812 | 21.72 |
CURRENCY BOND FUND—ADVISOR | T ROWE PRICE ASSOCIATES | 25,084 | 69.73(c) |
CLASS |
| ||
EMERGING MARKETS LOCAL CURRENCY BOND FUND—I CLASS | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY MILWAUKEE WI 53202-4703 | 22,886,308 | 91.66(b) |
EMERGING MARKETS LOCAL MULTI- | CBE OF NEW BRUNSWICK | 4,278,201 | 77.42(b) |
SECTOR ACCOUNT PORTFOLIO | T ROWE PRICE ASSOCIATES | 1,200,000 | 21.72 |
EMERGING MARKETS STOCK | MLPF&S FOR THE SOLE BENEFIT OF | 22,168,413 | 11.53 |
| ITS CUSTOMERS |
| |
| NATIONAL FINANCIAL SERVICES | 10,138,885 | 5.27 |
| T ROWE PRICE ASSOCIATES | 15,216,540 | 7.91 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 13,443,456 | 6.99 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 13,227,015 | 6.88 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 18,846,907 | 9.80 |
| RETIREMENT PORTFOLIO 2030 |
| |
| T ROWE PRICE ASSOCIATES | 12,269,893 | 6.38 |
| RETIREMENT PORTFOLIO 2035 |
| |
EMERGING MARKETS STOCK FUND— | NATIONAL FINANCIAL SERVICES | 18,481,195 | 31.36(b) |
I CLASS | TD AMERITRADE INC | 3,416,272 | 5.80 |
| VANGUARD FIDUCIARY TRUST COMPANY VALLEY FORGE PA 19482-2600 | 4,691,086 | 7.96 |
EMERGING MARKETS VALUE STOCK | CHARLES SCHWAB & CO INC | 194,101 | 5.13 |
T ROWE PRICE ASSOCIATES | 675,000 | 17.82 | |
PAGE 71
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
EMERGING MARKETS VALUE STOCK FUND—ADVISOR CLASS | E TRADE SECURITIES LLC JERSEY CITY NJ 07303-0484 | 9,732 | 24.88 |
T ROWE PRICE ASSOCIATES | 25,000 | 63.89(c) | |
EMERGING MARKETS VALUE STOCK FUND—I CLASS | ERIC C MOFFETT MIRI C MOFFETT | 71,403 | 25.87(b) |
| T ROWE PRICE ASSOCIATES | 21,259 | 7.70 |
| T ROWE PRICE TRUST CO INC | 82,291 | 29.82(e) |
| CUST FOR THE IRA OF JAMES D HARLAN |
| |
| TRUSTEES OF T ROWE PRICE | 92,296 | 33.44(a) |
| U.S. RETIREMENT PROGRAM |
| |
EQUITY INCOME | NATIONAL FINANCIAL SERVICES | 42,458,256 | 8.26 |
| T ROWE PRICE TRUST CO INC | 34,299,600 | 6.68 |
EQUITY INCOME FUND—ADVISOR | CHARLES SCHWAB & CO INC | 703,416 | 5.70 |
CLASS | NATIONAL FINANCIAL SERVICES | 7,608,950 | 61.63(b) |
EQUITY INCOME FUND—I CLASS | EDWARD D JONES & CO | 63,557,943 | 50.41(b) |
| NATIONAL FINANCIAL SERVICES | 15,370,653 | 12.19 |
| T ROWE PRICE RPS INC | 8,926,392 | 7.08 |
| TD AMERITRADE INC | 11,724,235 | 9.30 |
EQUITY INCOME FUND—R CLASS | AMERICAN UNITED LIFE | 235,187 | 8.49 |
| AMERICAN UNIT INVESTMENT TRUST |
| |
| AMERICAN UNITED LIFE | 520,597 | 18.79 |
| SEPARATE ACCOUNT II |
| |
| DCGT AS TTEE AND/OR CUST | 152,821 | 5.52 |
| FBO PLIC VARIOUS RETIREMENT PLANS |
| |
| HARTFORD LIFE INSURANCE CO | 315,651 | 11.39 |
| SEPARATE ACCOUNT HARTFORD CT 06104-2999 |
| |
| NATIONWIDE TRUST CO FSB | 204,412 | 7.38 |
EQUITY INCOME PORTFOLIO | AMERICAN UNITED LIFE | 1,560,738 | 8.67 |
| AMERICAN UNIT INVESTMENT TRUST INDIANAPOLIS IN 46206-0368 |
| |
| AMERICAN UNITED LIFE | 2,497,339 | 13.87 |
| SEPARATE ACCOUNT II |
| |
| LINCOLN BENEFIT LIFE CO | 941,640 | 5.23 |
| LINCOLN BENEFIT VARIABLE LIFE PALATINE IL 60094-4210 |
| |
| PRUCO LIFE INSURANCE COMPANY | 2,179,850 | 12.10 |
| FLEXIBLE PREMIUM |
| |
| VARIABLE ANNUITY ACCOUNT NEWARK NJ 07102-2917 |
| |
| SECURITY BENEFIT LIFE INS CO | 2,372,097 | 13.17 |
| FBO T ROWE PRICE NO LOAD V A TOPEKA KS 66636-0001 |
| |
EQUITY INCOME PORTFOLIO—II | AXA EQUITABLE LIFE INSURANCE CO NEW YORK NY 10104-0101 | 473,716 | 6.66 |
| JEFFERSON NATIONAL LIFE INS CO | 518,814 | 7.29 |
| LINCOLN BENEFIT LIFE CO LINCOLN BENEFIT VARIABLE ANNUITY TOPEKA KS 66636-0001 | 366,889 | 5.15 |
| NATIONWIDE INSURANCE COMPANY | 861,985 | 12.11 |
| NATIONWIDE INSURANCE COMPANY | 869,661 | 12.22 |
| PACIFIC SELECT EXEC | 2,361,218 | 33.17(f) |
| SEPARATE ACCOUNT OF PACIFIC LIFE |
| |
PAGE 72
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
EQUITY INDEX 500 | T ROWE PRICE ASSOCIATES | 17,720,661 | 5.16 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 19,451,344 | 5.66 |
| RETIREMENT PORTFOLIO 2015 |
| |
| T ROWE PRICE ASSOCIATES | 51,665,186 | 15.04 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 37,834,474 | 11.01 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 39,349,375 | 11.46 |
| RETIREMENT PORTFOLIO 2030 |
| |
| T ROWE PRICE ASSOCIATES | 19,665,939 | 5.73 |
| RETIREMENT PORTFOLIO 2035 |
| |
EQUITY INDEX 500 FUND—I CLASS | T ROWE PRICE ASSOCIATES | 2,281,473 | 5.50 |
| RETIREMENT I 2015 FUND |
| |
| T ROWE PRICE ASSOCIATES | 7,462,288 | 18.00 |
| RETIREMENT I 2020 FUND |
| |
| T ROWE PRICE ASSOCIATES | 5,660,421 | 13.65 |
| RETIREMENT I 2025 FUND |
| |
| T ROWE PRICE ASSOCIATES | 6,213,438 | 14.99 |
| RETIREMENT I 2030 FUND |
| |
| T ROWE PRICE ASSOCIATES | 3,214,145 | 7.75 |
| RETIREMENT I 2035 FUND |
| |
| T ROWE PRICE ASSOCIATES | 3,197,520 | 7.71 |
| RETIREMENT I 2040 FUND |
| |
EQUITY INDEX 500 PORTFOLIO | NYLIAC | 129,170 | 14.12 |
| SECURITY BENEFIT LIFE INS CO | 753,256 | 82.37(g) |
EUROPEAN STOCK | CHARLES SCHWAB & CO INC | 4,625,752 | 8.24 |
| SPECTRUM INTERNATIONAL FUND | 12,265,816 | 21.85 |
EUROPEAN STOCK FUND—I CLASS | CHARLES SCHWAB & CO INC | 84,906 | 11.12 |
| NATIONAL FINANCIAL SERVICES | 207,430 | 27.16(b) |
| TRUSTEES OF T ROWE PRICE | 385,013 | 50.41(a) |
| U.S. RETIREMENT PROGRAM |
| |
EXTENDED EQUITY MARKET INDEX | TD AMERITRADE INC | 1,851,615 | 6.13 |
FINANCIAL SERVICES | CHARLES SCHWAB & CO INC | 1,666,398 | 5.78 |
| PERSHING LLC | 2,295,162 | 7.96 |
| T ROWE PRICE SERVICES INC | 1,460,186 | 5.06 |
| EDUCATION TRUST OF ALASKA |
| |
| PORTFOLIO FUTURE TRENDS |
| |
FINANCIAL SERVICES FUND—I CLASS | TRUSTEES OF T ROWE PRICE | 628,056 | 87.65(a) |
| U.S. RETIREMENT PROGRAM |
| |
FLOATING RATE | NATIONAL FINANCIAL SERVICES | 8,098,814 | 5.62 |
| PERSHING LLC | 7,237,783 | 5.02 |
| SPECTRUM INCOME FUND | 37,603,365 | 26.08(d) |
| T. ROWE PRICE ASSOCIATES |
| |
| T ROWE PRICE ASSOCIATES | 11,049,509 | 7.66 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 7,680,627 | 5.33 |
| RETIREMENT PORTFOLIO 2025 | ||
FLOATING RATE FUND—ADVISOR | CHARLES SCHWAB & CO INC | 1,099,945 | 18.68 |
CLASS | NATIONAL FINANCIAL SERVICES | 3,495,984 | 59.37(b) |
| PERSHING LLC | 705,344 | 11.98 |
| TD AMERITRADE INC | 319,545 | 5.43 |
PAGE 73
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
FLOATING RATE FUND—I CLASS | NATIONAL FINANCIAL SERVICES | 553,480 | 5.94 |
| ROBERT S KAPLAN | 576,207 | 6.19 |
| JAMIE SCHUVAL JT TEN |
| |
| T ROWE PRICE ASSOCIATES | 550,094 | 5.91 |
| RETIREMENT I 2015 FUND |
| |
| T ROWE PRICE ASSOCIATES | 1,525,838 | 16.39 |
| RETIREMENT I 2020 FUND |
| |
| T ROWE PRICE ASSOCIATES | 1,115,135 | 11.98 |
| RETIREMENT I 2025 FUND |
| |
| T ROWE PRICE ASSOCIATES | 1,011,327 | 10.86 |
| RETIREMENT I 2030 FUND |
| |
FLOATING RATE MULTI-SECTOR | CBE OF NEW BRUNSWICK | 3,169,043 | 38.74(b) |
ACCOUNT PORTFOLIO | FLOATING RATE MAP |
| |
| GENERAL DYNAMICS CORP 401K | 1,231,679 | 15.06 |
| PLAN MASTER TRUST CP |
| |
| ILLINOIS STUDENT ASSISTANCE | 551,397 | 6.74 |
| COMMISSION DEERFIELD IL 60015-5209 |
| |
| T ROWE PRICE ASSOCIATES | 2,500,000 | 30.56(c) |
| XCEL ENERGY INC. MINNEAPOLIS MN 55401-1993 | 449,731 | 5.50 |
GEORGIA TAX-FREE BOND | CHARLES SCHWAB & CO INC | 3,531,257 | 12.17 |
| NATIONAL FINANCIAL SERVICES | 4,903,476 | 16.90 |
| SEI PRIVATE TRUST COMPANY OAKS PA 19456-9989 | 4,311,789 | 14.86 |
GEORGIA TAX-FREE BOND FUND— | CHARLES SCHWAB & CO INC | 53,792 | 13.47 |
I CLASS | GARY E IVEY | 182,635 | 45.73(b) |
| NORA T HUGHES | 27,674 | 6.93 |
| STEPHEN M HUGHES | 24,450 | 6.12 |
| T ROWE PRICE ASSOCIATES | 21,777 | 5.45 |
| WILLIAM KENT NICHOLS T O D | 88,886 | 22.26 |
GLOBAL ALLOCATION | MORGAN STANLEY SMITH BARNEY JERSEY CITY NJ 07311 | 2,725,082 | 10.60 |
| NATIONAL FINANCIAL SERVICES | 2,809,210 | 10.93 |
| PERSHING LLC | 2,106,273 | 8.20 |
| RAYMOND JAMES ST PETERSBURG FL 33716-1100 | 3,506,114 | 13.64 |
| T ROWE PRICE ASSOCIATES | 2,475,000 | 9.63 |
| UBS WM USA WEEHAWKEN NJ 07086-6761 | 1,989,847 | 7.74 |
GLOBAL ALLOCATION FUND—ADVISOR | CHARLES SCHWAB & CO INC | 94,380 | 11.17 |
| CHARLES SCHWAB & CO INC | 59,725 | 7.07 |
| LPL FINANCIAL | 86,805 | 10.27 |
| NATIONAL FINANCIAL SERVICES | 425,573 | 50.37(b) |
| PERSHING LLC | 90,670 | 10.73 |
| RAYMOND JAMES | 45,440 | 5.38 |
PAGE 74
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
GLOBAL ALLOCATION FUND—I CLASS | CHARLES SCHWAB & CO INC | 511,036 | 17.16 |
| JOHN D. BESSON | 154,624 | 5.19 |
| KAREN S. BESSON JT TEN |
| |
| NATIONAL FINANCIAL SERVICES | 358,571 | 12.04 |
| PERSHING LLC | 413,695 | 13.90 |
| SAXON & CO CLEVELAND OH 44101-4597 | 156,753 | 5.26 |
| TD AMERITRADE INC | 245,258 | 8.24 |
| TRUSTEES OF T ROWE PRICE | 578,594 | 19.43 |
| U.S. RETIREMENT PROGRAM |
| |
| WILLIAM J STROMBERG | 162,893 | 5.47 |
GLOBAL CONSUMER | NATIONAL FINANCIAL SERVICES | 103,809 | 7.94 |
| T ROWE PRICE ASSOCIATES | 700,000 | 53.57(c) |
GLOBAL GROWTH STOCK FUND— | ASCENSUS TRUST COMPANY FBO | 4,275 | 5.32 |
ADVISOR CLASS | MUSKINGUM IRON & METAL CO SALARY FARGO ND 58106-0758 |
| |
| CHARLES SCHWAB & CO INC | 5,178 | 6.44 |
| MARK SMITH & GREGG DEVILBISS TTEE | 20,770 | 25.84(b) |
| KENTNER SELLERS LLP PSP |
| |
| C/O FASCORE LLC GREENWOOD VLG CO 80111-5002 |
| |
| NATIONAL FINANCIAL SERVICES | 6,373 | 7.93 |
| PERSHING LLC | 13,890 | 17.28 |
| T ROWE PRICE ASSOCIATES | 25,000 | 31.10(c) |
GLOBAL GROWTH STOCK FUND— | MAC & CO | 643,397 | 11.73 |
I CLASS | MAC & CO | 1,601,743 | 29.19(b) |
| MAC & CO | 1,715,521 | 31.27(b) |
| NATIONAL MERIT SCHOLARSHIP | 862,142 | 15.71 |
| CORPORATION EVANSTON IL 60201-4897 |
| |
| TRUSTEES OF T ROWE PRICE | 453,569 | 8.27 |
| U.S. RETIREMENT PROGRAM |
| |
GLOBAL HIGH INCOME BOND | NATIONAL FINANCIAL SERVICES | 1,059,763 | 15.19 |
| T ROWE PRICE ASSOCIATES | 1,475,000 | 21.14 |
GLOBAL HIGH INCOME BOND FUND— | CHARLES SCHWAB & CO INC | 28,639 | 19.31 |
ADVISOR CLASS | NATIONAL FINANCIAL SERVICES | 15,691 | 10.58 |
| PERSHING LLC | 31,867 | 21.49 |
| T ROWE PRICE ASSOCIATES | 25,000 | 16.86 |
| TD AMERITRADE INC | 47,114 | 31.77(b) |
GLOBAL HIGH INCOME BOND FUND— | CHARLES SCHWAB & CO INC | 1,652,117 | 66.94(b) |
I CLASS | T ROWE PRICE TRUST CO INC | 161,304 | 6.54 |
| CUST FOR THE IRA OF DAVID MILLER |
| |
| TD AMERITRADE INC | 416,672 | 16.88 |
| TRUSTEES OF T ROWE PRICE | 152,207 | 6.17 |
| U.S. RETIREMENT PROGRAM |
| |
GLOBAL INDUSTRIALS | T ROWE PRICE ASSOCIATES | 700,000 | 36.15(c) |
GLOBAL INDUSTRIALS FUND—I CLASS | T ROWE PRICE ASSOCIATES | 20,644 | 17.77 |
| TRUSTEES OF T ROWE PRICE | 95,508 | 82.23(a) |
| U.S. RETIREMENT PROGRAM |
| |
GLOBAL MULTI-SECTOR BOND | CHARLES SCHWAB & CO INC | 4,282,231 | 8.64 |
| NATIONAL FINANCIAL SERVICES | 5,720,515 | 11.54 |
| TD AMERITRADE INC | 4,500,351 | 9.08 |
PAGE 75
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
GLOBAL MULTI-SECTOR BOND FUND— | LPL FINANCIAL | 165,015 | 7.39 |
ADVISOR CLASS | NATIONAL FINANCIAL SERVICES | 1,027,198 | 45.99(b) |
| PERSHING LLC | 217,247 | 9.73 |
| TD AMERITRADE INC | 566,634 | 25.37(b) |
GLOBAL MULTI-SECTOR BOND FUND— I CLASS | AMERICAN TRUST CENTER BISMARCK ND 58501-4023 | 335,122 | 6.89 |
CENTBANK &CO JUNCTION CITY, KS 66441-0700 | 547,748 | 11.27 | |
LINCOLN RETIREMENT SERVICES COMPANY | 285,161 | 5.87 | |
| FBO NORTHSTAR ANESTHESIA 401K PSP FORT WAYNE IN 46801-7876 |
| |
| NATIONAL FINANCIAL SERVICES | 505,683 | 10.40 |
| SEI PRIVATE TRUST COMPANY | 1,125,421 | 23.15 |
| SEI PRIVATE TRUST COMPANY | 284,214 | 5.85 |
GLOBAL REAL ESTATE | CHARLES SCHWAB & CO INC | 482,114 | 7.21 |
| NATIONAL FINANCIAL SERVICES | 550,990 | 8.24 |
| PERSHING LLC | 340,943 | 5.10 |
| TD AMERITRADE INC | 768,587 | 11.49 |
GLOBAL REAL ESTATE FUND—ADVISOR | CHARLES SCHWAB & CO INC | 202,571 | 19.27 |
CLASS | GREAT-WEST LIFE & ANNUITY | 76,635 | 7.29 |
| FBO FUTURE FUNDS II |
| |
| GREAT-WEST TRUST COMPANY LLC FBO | 253,643 | 24.12 |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| LINCOLN RETIREMENT SERVICES COMPANY | 87,097 | 8.28 |
| FBO OAKLAWN HOSPITAL 403(B) PLAN |
| |
| NATIONAL FINANCIAL SERVICES | 177,828 | 16.91 |
GLOBAL REAL ESTATE FUND—I CLASS | NATIONAL FINANCIAL SERVICES | 495,019 | 73.66(b) |
| TRUSTEES OF T ROWE PRICE | 135,912 | 20.22 |
| U.S. RETIREMENT PROGRAM |
| |
GLOBAL STOCK | NATIONAL FINANCIAL SERVICES | 1,696,045 | 8.20 |
| PERSHING LLC | 1,485,722 | 7.18 |
GLOBAL STOCK FUND—ADVISOR | NATIONAL FINANCIAL SERVICES | 51,860 | 6.28 |
CLASS | TRUST COMPANY OF AMERICA ENGLEWOOD CO 80155-6503 | 61,635 | 7.47 |
| UMB BANK CUSTODIAN | 620,723 | 75.22(b) |
| FBO FIDUCIARY FOR VARIOUS |
| |
| RETIREMENT PROGRAMS TOPEKA KS 66636-0001 |
|
|
GLOBAL STOCK FUND—I CLASS | JPMORGAN CHASE BANK NA AS CUSTODIAN FBO E&Y PARTNERSHIP DEFINED BENEFIT BROOKLYN NY 11245-0003 | 957,570 | 20.53 |
| JPMORGAN CHASE BANK NA AS CUSTODIAN DIRECTED TRUSTEE FOR ERNST & Y | 1,116,445 | 23.94 |
| JPMORGAN CHASE BANK NA AS CUSTODIAN DIRECTED TRUSTEE FOR THE ER | 754,952 | 16.19 |
| JPMORGAN CHASE BANK NA AS CUSTODIAN | 574,852 | 12.32 |
| NATIONAL FINANCIAL SERVICES | 558,871 | 11.98 |
PAGE 76
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
GLOBAL TECHNOLOGY | CHARLES SCHWAB & CO INC | 22,021,351 | 6.22 |
| MLPF&S FOR THE SOLE BENEFIT OF | 19,016,252 | 5.37 |
| ITS CUSTOMERS |
| |
| NATIONAL FINANCIAL SERVICES | 35,608,965 | 10.06 |
| PERSHING LLC | 25,077,057 | 7.09 |
| WELLS FARGO CLEARING SERVICES LLC | 18,480,109 | 5.22 |
GLOBAL TECHNOLOGY FUND—I CLASS | CHARLES SCHWAB & CO INC | 6,603,254 | 26.68(b) |
| NATIONAL FINANCIAL SERVICES | 6,157,950 | 24.88 |
| SEI PRIVATE TRUST COMPANY | 1,300,858 | 5.26 |
| TAYNIK & CO QUINCY MA 02169-0938 | 1,532,799 | 6.19 |
| TD AMERITRADE INC | 1,703,177 | 6.88 |
| TRUSTEES OF T ROWE PRICE | 2,499,045 | 10.10 |
| U.S. RETIREMENT PROGRAM |
| |
GNMA | SPECTRUM INCOME FUND | 62,483,424 | 42.32(d) |
| T. ROWE PRICE ASSOCIATES |
| |
GNMA FUND—I CLASS | CHARLES SCHWAB & CO INC | 42,838 | 11.15 |
| T ROWE PRICE ASSOCIATES | 26,882 | 7.00 |
| TRUSTEES OF T ROWE PRICE | 306,875 | 79.85(a) |
| U.S. RETIREMENT PROGRAM |
| |
GOVERNMENT MONEY | T ROWE PRICE ASSOCIATES | 777,306,329 | 9.69 |
| T ROWE PRICE INTERNATIONAL LTD LONDON EC4N 4T2 UNITED KINGDOM | 404,365,794 | 5.04 |
GOVERNMENT MONEY FUND—I CLASS | LEIGH C KIRBY | 8,093,503 | 6.02 |
SAXON & CO | 6,800,000 | 5.06 | |
STEPHEN WILLIAM BOESEL | 16,391,314 | 12.20 | |
GOVERNMENT MONEY PORTFOLIO | AMERICAN NATIONAL GROUP | 3,119,444 | 9.58 |
| UNALLOCATED VA CORP GALVESTON TX 77550-7947 |
| |
| HORACE MANN LIFE INSURANCE CO | 19,839,690 | 60.92(f) |
| SEPARATE ACCOUNT SPRINGFIELD IL 62715-0002 |
| |
| SECURITY BENEFIT LIFE INS CO | 7,822,487 | 24.02 |
| FBO T ROWE PRICE NO LOAD V A |
| |
GOVERNMENT RESERVE | COVEWATER & CO BALTIMORE MD 21202-1009 | 763,508,892 | 6.66 |
| SEAMILE & CO BALTIMORE MD 21202-1009 | 1,426,839,649 | 12.44 |
| TUNA & CO BALTIMORE MD 21202-1009 | 1,253,977,955 | 10.93 |
GROWTH & INCOME | T ROWE PRICE TRUST CO INC | 3,964,422 | 6.01 |
GROWTH & INCOME FUND—I CLASS | CHARLES SCHWAB & CO INC | 20,710 | 10.57 |
| GARY M JACOBS | 84,088 | 42.92(b) |
| JANET L JACOBS JT TEN BOULDER CO 80302-6737 |
| |
| HERMAN & WALTER SAMUELSON | 34,473 | 17.60 |
| FOUNDATION INC TOWSON MD 21204-4905 |
| |
| STEPHEN HUDSON | 15,201 | 7.76 |
| POA JO ANNE HUDSON TRS |
| |
| HUDSON FAMILY REVOCABLE TRUST |
| |
| TRAC 2000 | 10,487 | 5.35 |
| BEAN KINNEY & KORMAN PC 401K |
| |
| LISA A ANTONELLI |
|
|
PAGE 77
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
GROWTH STOCK | NATIONAL FINANCIAL SERVICES | 43,088,868 | 7.37 |
| T ROWE PRICE ASSOCIATES | 47,144,993 | 8.07 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 48,548,796 | 8.31 |
| RETIREMENT PORTFOLIO 2030 |
| |
| T ROWE PRICE ASSOCIATES | 35,473,851 | 6.07 |
| RETIREMENT PORTFOLIO 2035 |
| |
| T ROWE PRICE TRUST CO INC | 33,499,282 | 5.73 |
GROWTH STOCK FUND—ADVISOR | NATIONAL FINANCIAL SERVICES | 12,826,729 | 24.66 |
CLASS | NATIONWIDE INSURANCE COMPANY | 5,050,786 | 9.71 |
| VANTAGETRUST – NAV WASHINGTON DC 20002-4239 | 6,346,360 | 12.20 |
| VANTAGETRUST - UNITIZED | 3,553,762 | 6.83 |
GROWTH STOCK FUND—I CLASS | CHARLES SCHWAB & CO INC | 17,602,100 | 11.59 |
| NATIONAL FINANCIAL SERVICES | 15,579,506 | 10.26 |
| T ROWE PRICE ASSOCIATES | 8,233,218 | 5.42 |
| RETIREMENT I 2040 FUND |
| |
GROWTH STOCK FUND—R CLASS | AXA EQUITABLE FOR SA NO 65 SECAUCUS NJ 07094-3619 | 1,152,961 | 6.94 |
| DCGT AS TTEE AND/OR CUST | 845,186 | 5.09 |
| FBO PLIC VARIOUS RETIREMENT PLANS |
| |
| HARTFORD LIFE INSURANCE CO | 1,288,413 | 7.76 |
| SEPARATE ACCOUNT |
| |
| STATE STREET BANK AND TRUST AS | 2,726,853 | 16.42 |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| SUNTRUST BANK GREENWOOD VLG CO 80111-5002 | 1,388,028 | 8.36 |
| UMB BANK NA SFR | 1,467,407 | 8.83 |
| FBO FIDUCIARY FOR TAX DEFERRED |
| |
| ACCOUNTS GROUP |
|
|
HEALTH SCIENCES | CHARLES SCHWAB & CO INC | 8,629,767 | 5.47 |
| JOHN HANCOCK LIFE | 10,224,300 | 6.48 |
| INSURANCE CO USA BOSTON MA 02210-2804 |
| |
| NATIONAL FINANCIAL SERVICES | 12,684,636 | 8.04 |
HEALTH SCIENCES FUND—I CLASS | CHARLES SCHWAB & CO INC | 362,221 | 5.28 |
| NATIONAL FINANCIAL SERVICES | 1,109,341 | 16.16 |
| TRUSTEES OF T ROWE PRICE U.S. RETIREMENT PROGRAM | 1,413,586 | 20.59 |
HEALTH SCIENCES PORTFOLIO | AMERICAN NATIONAL GROUP | 286,789 | 13.46 |
| UNALLOCATED VA CORP GALVESTON TX 77550-7947 |
| |
| MODERN WOODMEN OF AMERICA TOPEKA KS 66636-0001 | 476,708 | 22.38 |
| NATIONWIDE INSURANCE COMPANY | 324,299 | 15.23 |
| SECURITY BENEFIT LIFE INS CO | 614,629 | 28.86(g) |
| FBO T ROWE PRICE NO LOAD V A |
| |
HEALTH SCIENCES PORTFOLIO—II | AXA EQUITABLE LIFE INSURANCE CO | 3,540,943 | 23.84 |
| SEPARATE ACCOUNT 70 |
| |
| NATIONWIDE LIFE INSURANCE COMPANY | 916,171 | 6.17 |
| NATIONWIDELIFE INSURANCE COMPANY | 6,162,848 | 41.49(f) |
PAGE 78
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
HIGH YIELD | SPECTRUM INCOME FUND | 147,841,810 | 15.79 |
| T. ROWE PRICE ASSOCIATES |
| |
| T ROWE PRICE ASSOCIATES | 86,726,187 | 9.26 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 62,488,431 | 6.67 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 59,479,693 | 6.35 |
| RETIREMENT PORTFOLIO 2030 |
| |
HIGH YIELD FUND—ADVISOR CLASS | CHARLES SCHWAB & CO INC | 918,673 | 11.80 |
| NATIONAL FINANCIAL SERVICES | 3,977,397 | 51.08(b) |
| RELIANCE TRUST COMPANY FBO | 493,792 | 6.34 |
| RETIREMENT PLANS SERVICED BY METLIFE C/O FASCORE LLC |
| |
| GREENWOOD VLG CO 80111-5002 |
|
|
HIGH YIELD FUND—I CLASS | EDWARD D JONES & CO | 122,953,046 | 46.61(b) |
| NATIONAL FINANCIAL SERVICES | 49,291,175 | 18.68 |
HIGH YIELD MULTI-SECTOR ACCOUNT PORTFOLIO | BALTIMORE EQUITABLE SOCIETY BALTIMORE MD 21201-3808 | 79,935 | 5.56 |
| GENERAL DYNAMICS CORP 401K | 275,768 | 19.18 |
| PLAN MASTER TRUST CP |
| |
| ILLINOIS STUDENT ASSISTANCE | 81,854 | 5.69 |
| COMMISSION |
| |
| T ROWE PRICE ASSOCIATES | 1,000,000 | 69.56(c) |
INFLATION PROTECTED BOND | NATIONAL FINANCIAL SERVICES | 1,960,303 | 5.48 |
| SPECTRUM INCOME FUND | 8,274,743 | 23.12 |
| T. ROWE PRICE ASSOCIATES |
| |
| T ROWE PRICE RPS INC | 1,790,612 | 5.00 |
INFLATION PROTECTED BOND FUND—I CLASS | BREAD & CO BALTIMORE MD 21202-1009 | 1,129,975 | 22.48 |
LADYBIRD & CO | 1,070,356 | 21.29 | |
| LADYBUG & CO | 727,439 | 14.47 |
| LAKESIDE & CO | 384,255 | 7.64 |
| TRUSTEES OF T ROWE PRICE | 333,646 | 6.64 |
| U.S. RETIREMENT PROGRAM |
| |
INSTITUTIONAL AFRICA & MIDDLE | NATIONAL FINANCIAL SERVICES | 20,475,977 | 69.68(b) |
EAST | NORTHERN TRUST AS CUSTODIAN FBO | 1,861,352 | 6.33 |
| JOHN E FETZER INSTITUTE |
| |
| UNIVERSITY OF ARKANSAS | 6,444,767 | 21.93 |
| FOUNDATION INC FAYETTEVILLE AR 72701-6944 |
|
|
INSTITUIONAL CASH RESERVES | T ROWE PRICE ASSOCIATES | 50,000,000 | 41.36(c) |
T ROWE PRICE SERVICES INC | 20,000,000 | 16.54 | |
T ROWE PRICE RETIREMENT PLAN SERVICES INC | 50,000,000 | 41.36(a) | |
INSTITUTIONAL CORE PLUS | BAND & CO MILWAUKEE WI 53212-3958 | 3,135,519 | 8.16 |
| JEANETTE STUMP & | 3,805,240 | 9.91 |
| JAMES CARNEY & HOWARD KLINE TRS |
| |
| SPECIAL METALS CORPORATION RETIREE BENEFIT TRUST PITTSBURGH PA 15222-1209 |
| |
| NATIONAL FINANCIAL SERVICES | 10,544,565 | 27.45(b) |
| SEI PRIVATE TRUST COMPANY | 4,455,833 | 11.60 |
PAGE 79
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
INSTITUTIONAL CREDIT OPPORTUNITIES | BOWMAN & CO BALTIMORE MD 21202-1009 | 297,226 | 10.01 |
| T ROWE PRICE ASSOCIATES | 2,500,000 | 84.17(c) |
| TRUSTEES OF T ROWE PRICE | 172,825 | 5.82 |
| U.S. RETIREMENT PROGRAM |
| |
INSTITUTIONAL EMERGING MARKETS | CHARLES SCHWAB & CO INC | 4,665,571 | 11.41 |
BOND | LADYBIRD & CO | 12,686,734 | 31.03(d) |
| LADYBUG & CO | 8,684,375 | 21.24 |
| LAKESIDE & CO | 3,488,920 | 8.53 |
| NATIONAL FINANCIAL SERVICES | 2,579,240 | 6.31 |
| VANGUARD FIDUCIARY TRUST COMPANY | 2,357,139 | 5.77 |
INSTITUTIONAL EMERGING MARKETS EQUITY | GOLDMAN SACHS & CO NEW YORK NY 10004-2434 | 5,886,788 | 13.30 |
| JPMORGAN CHASE BANK NA AS CUSTODIAN | 2,557,409 | 5.78 |
| LAKESIDE & CO | 2,705,593 | 6.11 |
| NATIONAL FINANCIAL SERVICES | 4,778,841 | 10.79 |
| WELLS FARGO BANK NA FBO MINNEAPOLIS MN 55480-1533 | 12,252,130 | 27.68(b) |
INSTITUTIONAL FLOATING RATE | CHARLES SCHWAB & CO INC | 50,841,230 | 10.68 |
| J.P. MORGAN SECURITIES LLC | 53,038,135 | 11.14 |
| NATIONAL FINANCIAL SERVICES | 58,781,540 | 12.35 |
| TD AMERITRADE INC | 29,196,826 | 6.14 |
| TUNA & CO | 79,181,706 | 16.64 |
| WELLS FARGO BANK NA | 53,912,714 | 11.33 |
INSTITUTIONAL FLOATING RATE | CHARLES SCHWAB & CO INC | 4,140,853 | 7.13 |
FUND—F CLASS | NATIONAL FINANCIAL SERVICES | 4,684,160 | 8.07 |
| SAXON & CO PHILADELPHIA PA 19182-0001 | 28,266,738 | 48.69(b) |
SAXON & CO | 3,927,026 | 6.76 | |
| TD AMERITRADE INC | 9,921,202 | 17.09 |
INSTITUTIONAL FRONTIER MARKETS | CHARLES SCHWAB & CO INC | 470,540 | 6.88 |
EQUITY | NATIONAL FINANCIAL SERVICES | 736,098 | 10.76 |
| SEI PRIVATE TRUST COMPANY | 2,051,602 | 30.00(b) |
| T ROWE PRICE ASSOCIATES | 2,520,186 | 36.85(c) |
INSTITUTIONAL GLOBAL FOCUSED | NATIONAL FINANCIAL SERVICES | 1,205,696 | 30.37(b) |
GROWTH EQUITY | TRUSTEES OF T ROWE PRICE | 2,764,480 | 69.63(a) |
| U.S. RETIREMENT PROGRAM |
| |
INSTITUTIONAL GLOBAL GROWTH | CHARLES SCHWAB & CO INC | 3,758,293 | 24.07 |
EQUITY | NATIONAL FINANCIAL SERVICES | 9,148,603 | 58.59(b) |
| SAXON & CO | 813,316 | 5.21 |
| STATE STREET BANK AND TRUST AS | 1,448,965 | 9.28 |
| TTEE FOR THE MASTER TRUST FOR |
| |
| DEFINED BENEFIT PLANS |
| |
| OF SYNGENTA CORPORATION KANSAS CITY MO 64105-1307 |
|
|
INSTITUTIONAL GLOBAL MULTI-SECTOR BOND | CAPINCO MILWAUKEE WI 53212-3958 | 613,018 | 28.88(b) |
| JPMORGAN CHASE BANK, N. A. | 538,484 | 25.37(b) |
| NATIONAL FINANCIAL SERVICES | 469,310 | 22.11 |
| TRUSTEES OF T ROWE PRICE | 502,128 | 23.65 |
| U.S. RETIREMENT PROGRAM |
| |
INSTITUTIONAL GLOBAL VALUE EQUITY | T ROWE PRICE ASSOCIATES | 700,000 | 82.48(c) |
TRUSTEES OF T ROWE PRICE | 148,694 | 17.52 | |
| U.S. RETIREMENT PROGRAM |
| |
PAGE 80
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
INSTITUTIONAL HIGH YIELD | BREAD & CO | 15,221,579 | 8.75 |
| GOLDMAN SACHS & CO | 21,211,306 | 12.19 |
| LADYBIRD & CO | 10,110,212 | 5.81 |
| NATIONAL FINANCIAL SERVICES | 28,964,869 | 16.64 |
| TUNA & CO | 13,561,319 | 7.79 |
INSTITUTIONAL INTERNATIONAL BOND | LADYBIRD & CO | 11,300,678 | 24.59 |
LADYBUG & CO | 8,297,601 | 18.06 | |
| LAKESIDE & CO | 3,678,099 | 8.00 |
| PERSHING LLC | 3,394,071 | 7.39 |
| TD AMERITRADE INC | 13,955,599 | 30.37(b) |
INSTITUTIONAL INTERNATIONAL | CHARLES SCHWAB & CO INC | 9,412,224 | 24.51 |
CONCENTRATED EQUITY | COLUMBIA TRUST PARTNERS SALEM OR 97308-1012 | 2,300,824 | 5.99 |
| NATIONAL FINANCIAL SERVICES | 9,886,624 | 25.75(b) |
| PERSHING LLC | 7,891,747 | 20.55 |
| T ROWE PRICE ASSOCIATES | 4,862,792 | 12.66 |
INSTITUTIONAL INTERNATIONAL CORE | CHARLES SCHWAB & CO INC | 691,285 | 5.09 |
EQUITY | DEKALB COUNTY PENSION PLAN DECATUR GA 30030-3222 | 9,911,540 | 73.00(b) |
| WELLS FARGO BANK NA | 1,499,211 | 11.04 |
INSTITUTIONAL INTERNATIONAL | BNA FOREIGN EQUITY FUND | 899,183 | 38.19(b) |
GROWTH EQUITY | KEYBANK NA | 329,305 | 13.99 |
| LINK-BELT EE RETMT-T. ROWE PRICE PR CLEVELAND OH 44101-4871 |
| |
| NATIONAL FINANCIAL SERVICES | 814,471 | 34.59(b) |
| SAXON & CO | 144,494 | 6.14 |
INSTITUTIONAL LARGE-CAP CORE | NATIONAL FINANCIAL SERVICES | 32,155,572 | 38.34(b) |
GROWTH | VANGUARD FIDUCIARY TRUST COMPANY | 10,546,980 | 12.58 |
| T ROWE INSTITUTIONAL CLASS VALLEY FORGE PA 19482-2600 |
| |
INSTITUTIONAL LARGE-CAP GROWTH | BANK OF AMERICA NA TRUSTEE FOR | 22,959,048 | 5.28 |
MERRILL LYNCH & CO INC 401K SAVINGS & INVESTMENT PLAN HOUSTON TX 77002-2700 |
| ||
| BANK OF AMERICA NA TRUSTEE FOR | 51,266,388 | 11.78 |
| THE BANK OF AMERICA 401K PLAN |
| |
| CHARLES SCHWAB & CO INC | 24,754,261 | 5.69 |
| EDWARD D JONES & CO | 40,743,463 | 9.36 |
| NATIONAL FINANCIAL SERVICES | 82,207,346 | 18.89 |
INSTITUTIONAL LARGE-CAP VALUE | CHARLES SCHWAB & CO INC | 11,961,837 | 7.11 |
NATIONAL FINANCIAL SERVICES | 81,660,545 | 48.53(b) | |
| TIAA, FSB CUST/TTEE FBO | 18,102,321 | 10.76 |
| RETIREMENT PLANS FOR WHICH |
| |
| TIAA ACTS AS RECORDKEEPER SAINT LOUIS MO 63102-2748 |
| |
INSTITUTIONAL LONG DURATION | BAND & CO | 867,016 | 22.79 |
CREDIT | INVESTMENT COMPANY INSTITUTE WASHINGTON DC 20005-2110 | 751,722 | 19.76 |
| NATIONAL FINANCIAL SERVICES | 628,215 | 16.51 |
| T ROWE PRICE ASSOCIATES | 1,500,000 | 39.43(c) |
PAGE 81
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
INSTITUTIONAL MID-CAP EQUITY GROWTH | KY PUBLIC EMP DEF COMP AUTHORITY COLUMBUS OH 43218-2029 | 6,267,363 | 5.11 |
| NATIONAL FINANCIAL SERVICES | 39,201,266 | 31.95(b) |
| THE STATE OF WISCONSIN DEF COMP BRD FBO WISCONSIN DCP GREENWOOD VLG CO 80111-5002 | 9,532,062 | 7.77 |
| VANGUARD FIDUCIARY TRUST COMPANY | 13,196,120 | 10.75 |
| T ROWE INSTITUTIONAL CLASS |
| |
INSTITUTIONAL SMALL-CAP STOCK | NATIONAL FINANCIAL SERVICES | 54,934,329 | 29.89(b) |
NORTHERN TRUST COMPANY | 16,487,607 | 8.97 | |
| FBO PFIZER SAVINGS AND |
| |
| INVESTMENT PLAN |
| |
| STATE OF FLORIDA PUBLIC | 10,948,721 | 5.96 |
| EMPLOYEES OPTIONAL RETIREMENT |
| |
| PROGRAM-FLORIDA RETIREMENT SYSTEM TALLAHASSEE FL 32308-7743 |
| |
| STATE OF MINNESOTA | 28,586,302 | 15.56 |
| FBO MINNESOTA STATE RETIREMENT SYST GREENWOOD VLG CO 80111-5002 |
| |
| VANGUARD FIDUCIARY TRUST COMPANY | 29,380,073 | 15.99 |
| T ROWE INSTITUTIONAL CLASS |
| |
INSTITUTIONAL U.S. STRUCTURED | GREAT-WEST TRUST COMPANY LLC | 2,853,490 | 6.27 |
RESEARCH | FBO DEFINED BENEFIT PLANS |
| |
| JOHN HANCOCK TRUST COMPANY | 3,062,775 | 6.73 |
| MAC & CO | 2,630,975 | 5.78 |
| MCWOOD & CO RALEIGH NC 27626-0522 | 3,885,672 | 8.53 |
| NATIONAL FINANCIAL SERVICES | 10,214,702 | 22.43 |
| WELLS FARGO BANK FBO VARIOUS RETIREMENT PLANS | 4,004,330 | 8.79 |
| CHARLOTTE NC 28288-0001 |
| |
| WELLS FARGO BANK NA FBO T. ROWE PRICE INSTL STRUCTURED RSRC | 5,791,861 | 12.72 |
| WELLS FARGO BANK NA FBO UCARE MINNESOTA | 7,446,528 | 16.35 |
INTERMEDIATE TAX-FREE HIGH YIELD | CHARLES SCHWAB & CO INC | 438,999 | 8.61 |
T ROWE PRICE ASSOCIATES | 3,002,273 | 58.89(c) | |
INTERMEDIATE TAX-FREE HIGH YIELD | LPL FINANCIAL | 23,192 | 40.73(b) |
FUND—ADVISOR CLASS | NATIONAL FINANCIAL SERVICES | 5,413 | 9.51 |
| PERSHING LLC | 3,304 | 5.80 |
| T ROWE PRICE ASSOCIATES | 25,000 | 43.91(c) |
INTERMEDIATE TAX-FREE HIGH YIELD | J D EISNER F R ROCKWELL TRS | 55,366 | 19.08 |
FUND—I CLASS | JOHN R ROCKWELL MARITAL TRUST |
| |
| JONATHAN D EISNER | 19,282 | 6.65 |
| EDWARD C BERNARD TRS |
| |
| SCOTT R ROCKWELL 2010 TRUST |
| |
| T ROWE PRICE ASSOCIATES | 24,248 | 8.36 |
| TERRY ROSELL | 146,353 | 50.44(b) |
PAGE 82
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
INTERNATIONAL BOND | SPECTRUM INCOME FUND | 55,611,901 | 24.87 |
| T. ROWE PRICE ASSOCIATES |
| |
| T ROWE PRICE ASSOCIATES | 19,034,495 | 8.51 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 13,812,713 | 6.18 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 14,590,093 | 6.53 |
| RETIREMENT PORTFOLIO 2030 |
| |
| WELLS FARGO CLEARING SERVICES LLC | 11,832,639 | 5.29 |
INTERNATIONAL BOND FUND— | CHARLES SCHWAB & CO INC | 50,909 | 5.40 |
ADVISOR CLASS | LPL FINANCIAL | 145,502 | 15.42 |
| MORGAN STANLEY SMITH BARNEY | 56,653 | 6.01 |
| NATIONAL FINANCIAL SERVICES | 153,558 | 16.28 |
| PERSHING LLC | 76,300 | 8.09 |
| RAYMOND JAMES | 94,120 | 9.98 |
| TD AMERITRADE INC | 170,033 | 18.02 |
INTERNATIONAL BOND FUND—I CLASS | EDWARD D JONES & CO | 45,846,058 | 75.02(b) |
INTERNATIONAL BOND (USD HEDGED) | T ROWE PRICE ASSOCIATES | 14,025,345 | 5.96 |
| RETIREMENT PORTFOLIO 2010 |
| |
| T ROWE PRICE ASSOCIATES | 16,698,555 | 7.10 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 21,243,871 | 9.03 |
| RETIREMENT PORTFOLIO 2015 |
| |
| T ROWE PRICE ASSOCIATES | 53,038,566 | 22.55 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 40,484,354 | 17.21 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 40,411,287 | 17.18 |
| RETIREMENT PORTFOLIO 2030 |
| |
| T ROWE PRICE ASSOCIATES | 19,583,844 | 8.33 |
| RETIREMENT PORTFOLIO 2035 |
| |
INTERNATIONAL BOND (USD | T ROWE PRICE ASSOCIATES | 25,000 | 100.00(c) |
HEDGED)—ADVISOR CLASS |
|
| |
INTERNATIONAL BOND (USD | T ROWE PRICE ASSOCIATES | 2,487,490 | 6.47 |
HEDGED)—I CLASS | RETIREMENT I 2015 FUND |
| |
| T ROWE PRICE ASSOCIATES | 7,604,579 | 19.78 |
| RETIREMENT I 2020 FUND |
| |
| T ROWE PRICE ASSOCIATES | 6,004,571 | 15.62 |
| RETIREMENT I 2025 FUND |
| |
| T ROWE PRICE ASSOCIATES | 6,315,048 | 16.43 |
| RETIREMENT I 2030 FUND |
| |
| T ROWE PRICE ASSOCIATES | 3,167,020 | 8.24 |
| RETIREMENT I 2035 FUND |
| |
| T ROWE PRICE ASSOCIATES | 2,912,757 | 7.58 |
| RETIREMENT I 2040 FUND |
| |
INTERNATIONAL CONCENTRATED EQUITY | NATIONAL FINANCIAL SERVICES | 8,472,463 | 82.15(b) |
INTERNATIONAL CONCENTRATED | CHARLES SCHWAB & CO INC | 8,013 | 5.25 |
EQUITY FUND—ADVISOR CLASS | GREAT-WEST TRUST COMPANY LLC FBO | 17,825 | 11.67 |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| NATIONAL FINANCIAL SERVICES | 39,387 | 25.78(b) |
| PERSHING LLC | 8,864 | 5.80 |
| T ROWE PRICE ASSOCIATES | 25,000 | 16.37 |
| TD AMERITRADE INC | 49,190 | 32.20(b) |
PAGE 83
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
INTERNATIONAL CONCENTRATED | NATIONAL FINANCIAL SERVICES | 140,336 | 34.98(b) |
EQUITY FUND—I CLASS | PERSHING LLC | 49,861 | 12.43 |
| T ROWE PRICE ASSOCIATES | 25,961 | 6.47 |
| TD AMERITRADE INC | 21,257 | 5.30 |
| TRUSTEES OF T ROWE PRICE | 154,486 | 38.51(a) |
| U.S. RETIREMENT PROGRAM |
| |
INTERNATIONAL DISCOVERY | NATIONAL FINANCIAL SERVICES | 9,651,389 | 12.59 |
| PERSHING LLC | 5,153,398 | 6.72 |
INTERNATIONAL DISCOVERY FUND— | CHARLES SCHWAB & CO INC | 2,952,063 | 6.72 |
I CLASS | EDWARD D JONES & CO | 9,783,505 | 22.27 |
| NATIONAL FINANCIAL SERVICES | 11,356,213 | 25.85(b) |
| VANGUARD FIDUCIARY TRUST COMPANY | 6,747,085 | 15.36 |
INTERNATIONAL EQUITY INDEX | MARYLAND COLLEGE INVESTMENT PLAN | 5,994,944 | 14.16 |
| GLOBAL EQUITY MARKET INDEX BALTIMORE MD 21202-1009 |
| |
INTERNATIONAL STOCK | T ROWE PRICE ASSOCIATES | 67,800,719 | 10.19 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 58,999,269 | 8.87 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 58,452,005 | 8.79 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 83,377,976 | 12.53 |
| RETIREMENT PORTFOLIO 2030 |
| |
| T ROWE PRICE ASSOCIATES | 54,493,781 | 8.19 |
| RETIREMENT PORTFOLIO 2035 |
| |
| T ROWE PRICE ASSOCIATES | 37,596,346 | 5.65 |
| RETIREMENT PORTFOLIO 2045 |
| |
INTERNATIONAL STOCK FUND— | NATIONAL FINANCIAL SERVICES | 6,185,094 | 78.93(b) |
ADVISOR CLASS | TD AMERITRADE TRUST COMPANY | 447,992 | 5.72 |
INTERNATIONAL STOCK FUND— | EDWARD D JONES & CO | 33,702,158 | 22.98 |
I CLASS | NATIONAL FINANCIAL SERVICES | 27,661,438 | 18.86 |
| T ROWE PRICE ASSOCIATES | 8,432,041 | 5.75 |
| RETIREMENT I 2020 FUND |
| |
| T ROWE PRICE ASSOCIATES | 8,620,530 | 5.88 |
| RETIREMENT I 2025 FUND |
| |
| T ROWE PRICE ASSOCIATES | 12,825,332 | 8.74 |
| RETIREMENT I 2030 FUND |
| |
| T ROWE PRICE ASSOCIATES | 8,798,026 | 6.00 |
| RETIREMENT I 2035 FUND |
| |
| T ROWE PRICE ASSOCIATES | 11,754,263 | 8.01 |
| RETIREMENT I 2040 FUND |
| |
INTERNATIONAL STOCK FUND— | ACCESS INC TTEE FBO | 29,550 | 5.87 |
R CLASS | ACCESS INC 401K PSP GREENWOOD VLG CO 80111-5002 |
| |
| AMERICAN UNITED LIFE | 80,090 | 15.90 |
| SEPARATE ACCOUNT II |
| |
| AXA EQUITABLE FOR SA NO 65 | 50,819 | 10.09 |
| CAPITAL BANK & TRUST COMPANY TTEE | 41,462 | 8.23 |
| PATTCO LLC 401K |
| |
| DCGT AS TTEE AND/OR CUST | 63,673 | 12.64 |
| FBO PLIC VARIOUS RETIREMENT PLANS |
| |
| NATIONWIDE TRUST CO FSB | 27,958 | 5.55 |
PAGE 84
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
INTERNATIONAL STOCK PORTFOLIO | ALLAMERICA FINANCIAL LIFE | 2,511,469 | 11.42 |
| INSURANCE AND ANNUITY COMPANY TOPEKA KS 66636-1000 |
| |
| FARM BUREAU LIFE INS CO WEST DES MOINES IA 50266-5997 | 1,181,483 | 5.37 |
| NYLIAC | 2,724,148 | 12.39 |
| PRUCO LIFE INSURANCE COMPANY | 1,156,283 | 5.26 |
| PLAZ ANNUITY |
| |
| PRUCO LIFE INSURANCE COMPANY | 4,863,165 | 22.11 |
| PLAZ LIFE |
| |
| SECURITY BENEFIT LIFE INS CO | 1,256,059 | 5.71 |
| FBO T ROWE PRICE NO LOAD V A |
| |
| TRANSAMERICA PREMIER LIFE INSURANCE | 2,362,149 | 10.74 |
| WRL SERIES LIFE CORPORATE ACCOUNT CEDAR RAPIDS IA 52499-3830 |
|
|
INTERNATIONAL VALUE EQUITY | T ROWE PRICE ASSOCIATES | 94,250,789 | 12.42 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 82,932,458 | 10.93 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 81,632,916 | 10.75 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 116,306,145 | 15.32 |
| RETIREMENT PORTFOLIO 2030 |
| |
| T ROWE PRICE ASSOCIATES | 76,199,531 | 10.04 |
| RETIREMENT PORTFOLIO 2035 |
| |
| T ROWE PRICE ASSOCIATES | 52,807,526 | 6.96 |
| RETIREMENT PORTFOLIO 2045 |
| |
| T ROWE PRICE ASSOCIATES | 42,852,177 | 5.65 |
| RETIREMENT PORTFOLIO 2050 |
| |
INTERNATIONAL VALUE EQUITY | AMERICAN UNITED LIFE | 722,479 | 6.79 |
FUND—ADVISOR CLASS | AMERICAN UNIT INVESTMENT TRUST |
| |
| NATIONAL FINANCIAL SERVICES | 1,973,464 | 18.54 |
| PERSHING LLC | 2,269,510 | 21.32 |
| STATE STREET BANK AND TRUST AS | 2,295,869 | 21.56 |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| VRSCO | 577,334 | 5.42 |
| FBO AIGFSB CUST TTEE FBO |
| |
| MT SINAI 403B |
|
|
INTERNATIONAL VALUE EQUITY | T ROWE PRICE ASSOCIATES | 11,909,406 | 9.46 |
FUND—I CLASS | RETIREMENT I 2020 FUND |
| |
| T ROWE PRICE ASSOCIATES | 12,273,693 | 9.75 |
| RETIREMENT I 2025 FUND |
| |
| T ROWE PRICE ASSOCIATES | 18,195,832 | 14.45 |
| RETIREMENT I 2030 FUND |
| |
| T ROWE PRICE ASSOCIATES | 12,488,876 | 9.92 |
| RETIREMENT I 2035 FUND |
| |
| T ROWE PRICE ASSOCIATES | 16,633,238 | 13.21 |
| RETIREMENT I 2040 FUND |
| |
| T ROWE PRICE ASSOCIATES | 9,287,500 | 7.37 |
| RETIREMENT I 2045 FUND |
| |
| T ROWE PRICE ASSOCIATES | 9,286,834 | 7.37 |
| RETIREMENT I 2050 FUND |
| |
PAGE 85
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
INTERNATIONAL VALUE EQUITY | AMERICAN UNITED LIFE | 347,800 | 7.81 |
FUND—R CLASS | SEPARATE ACCOUNT II |
| |
| DCGT AS TTEE AND/OR CUST | 303,937 | 6.82 |
| FBO PLIC VARIOUS RETIREMENT PLANS |
| |
| SAMMONS FINANCIAL NETWORK LLC | 550,391 | 12.36 |
| STATE STREET BANK AND TRUST AS | 1,021,277 | 22.93 |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
|
|
INVESTMENT-GRADE CORPORATE | ALLEN & COMPANY | 1,110,284 | 10.44 |
MULTI-SECTOR ACCOUNT PORTFOLIO | BALTIMORE EQUITABLE SOCIETY | 1,070,265 | 10.07 |
| CBE OF NEW BRUNSWICK | 707,506 | 6.65 |
| IG CORPORATE MAP |
| |
| GENERAL DYNAMICS CORP 401K | 4,719,338 | 44.38(b) |
| PLAN MASTER TRUST CP |
| |
| ILLINOIS STUDENT ASSISTANCE | 2,026,094 | 19.05 |
| COMMISSION |
| |
| T ROWE PRICE ASSOCIATES | 1,000,000 | 9.40 |
JAPAN | CHARLES SCHWAB & CO INC | 3,026,686 | 5.40 |
| MORGAN STANLEY SMITH BARNEY | 20,697,842 | 36.90(b) |
| SPECTRUM INTERNATIONAL FUND | 13,063,803 | 23.29 |
| T ROWE PRICE ASSOCIATES |
| |
JAPAN FUND—I CLASS | CHARLES SCHWAB & CO INC | 24,110 | 5.74 |
| J.P. MORGAN SECURITIES LLC | 33,398 | 7.95 |
| TRUSTEES OF T ROWE PRICE | 338,117 | 80.49(a) |
| U.S. RETIREMENT PROGRAM |
| |
LATIN AMERICA | CHARLES SCHWAB & CO INC | 1,473,230 | 5.47 |
| NATIONAL FINANCIAL SERVICES | 2,613,455 | 9.71 |
LATIN AMERICA FUND—I CLASS | ROBERT D AWALT | 55,933 | 8.70 |
| KATHERINE J AWALT JT TEN |
| |
| TRUSTEES OF T ROWE PRICE | 522,265 | 81.25(a) |
| U.S. RETIREMENT PROGRAM |
| |
LIMITED DURATION INFLATION | T ROWE PRICE ASSOCIATES | 156,056,447 | 10.26 |
FOCUSED BOND | RETIREMENT INCOME PORTFOLIO |
| |
| T ROWE PRICE ASSOCIATES | 158,618,664 | 10.43 |
| RETIREMENT PORTFOLIO 2010 |
| |
| T ROWE PRICE ASSOCIATES | 203,518,137 | 13.38 |
| RETIREMENT PORTFOLIO 2015 |
| |
| T ROWE PRICE ASSOCIATES | 347,591,072 | 22.86 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 160,800,295 | 10.57 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 99,439,612 | 6.54 |
| RETIREMENT PORTFOLIO 2030 |
| |
PAGE 86
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
LIMITED DURATION INFLATION | T ROWE PRICE ASSOCIATES | 10,427,985 | 5.49 |
FOCUSED BOND FUND—I CLASS | TARGET 2020 FUND |
| |
| T ROWE PRICE ASSOCIATES | 12,997,760 | 6.84 |
| RETIREMENT BALANCED I FUND |
| |
| T ROWE PRICE ASSOCIATES | 15,736,989 | 8.28 |
| RETIREMENT I 2010 FUND |
| |
| T ROWE PRICE ASSOCIATES | 23,913,915 | 12.59 |
| RETIREMENT I 2015 FUND |
| |
| T ROWE PRICE ASSOCIATES | 50,159,761 | 26.40(c) |
| RETIREMENT I 2020 FUND |
| |
| T ROWE PRICE ASSOCIATES | 24,139,856 | 12.71 |
| RETIREMENT I 2025 FUND |
| |
| T ROWE PRICE ASSOCIATES | 15,940,334 | 8.39 |
| RETIREMENT I 2030 FUND |
| |
LIMITED-TERM BOND PORTFOLIO | JPMORGAN CHASE BANK CUST FBO | 8,876,769 | 9.75 |
| INTELLIGENT VARIABLE ANNUITY |
| |
| TIAA-CREF LIFE INSURANCE CO CHARLOTTE NC 28262-8551 |
| |
| NATIONWIDE INSURANCE COMPANY | 18,554,398 | 20.39 |
| TRANSAMERICA PREMIER LIFE INSURANCE EM PRIVATE PLACEMENT | 46,728,077 | 51.34(f) |
LIMITED-TERM BOND PORTFOLIO—II | JEFFERSON NATIONAL LIFE INS CO | 1,445,944 | 93.52(f) |
MARYLAND SHORT-TERM TAX-FREE | CHARLES SCHWAB & CO INC | 2,879,178 | 8.81 |
BOND | PERSHING LLC | 1,912,381 | 5.85 |
MARYLAND SHORT-TERM TAX-FREE BOND FUND—I CLASS | BANK OF NEW YORK MELLON N.A. PITTSBURGH PA 15253-4005 | 721,411 | 17.41 |
JOHN D BESSON | 1,019,970 | 24.61 | |
| KAREN S BESSON TEN ENT |
|
|
MARYLAND TAX-FREE BOND | CHARLES SCHWAB & CO INC | 14,013,943 | 6.63 |
| NATIONAL FINANCIAL SERVICES | 14,012,744 | 6.63 |
MARYLAND TAX-FREE BOND FUND— | BANK OF NEW YORK MELLON N.A. | 506,915 | 11.80 |
I CLASS | CHARLES SCHWAB & CO INC | 333,058 | 7.75 |
| NORMAN FREIDKIN | 263,506 | 6.13 |
| VANGUARD BROKERAGE SERVICES VALLEY FORGE PA 19482-1170 | 272,164 | 6.33 |
MARYLAND TAX-FREE MONEY | KEITH A. LEE | 16,801,961 | 21.75 |
MARYLAND TAX-FREE MONEY FUND— | DAVID C TOLBERT | 101,452 | 28.87(b) |
I CLASS | DEBRA J TOLBERT JT TEN |
| |
| T ROWE PRICE ASSOCIATES | 250,000 | 71.13(c) |
MID-CAP GROWTH | CHARLES SCHWAB & CO INC | 16,656,510 | 6.10 |
| NATIONAL FINANCIAL SERVICES | 33,947,659 | 12.43 |
| T ROWE PRICE TRUST CO INC | 32,554,317 | 11.92 |
MID-CAP GROWTH FUND—ADVISOR | NATIONAL FINANCIAL SERVICES | 3,372,701 | 28.99(b) |
| RELIANCE TRUST COMPANY FBO | 1,396,111 | 12.00 |
| INSPER 401K |
| |
| VOYA INSTITUTIONAL TRUST AS | 1,910,913 | 16.43 |
| TRUSTEE FOR THE ADP TOTALSOURCE |
| |
| RETIREMENT SAVINGS PLAN BRAINTREE MA 02184-8747 |
|
|
MID-CAP GROWTH FUND—I CLASS | CHARLES SCHWAB & CO INC | 6,522,336 | 12.14 |
| NATIONAL FINANCIAL SERVICES | 9,556,572 | 17.79 |
| STANDARD INSURANCE CO PORTLAND OR 97204-1093 | 3,373,589 | 6.28 |
PAGE 87
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
MID-CAP GROWTH FUND—R CLASS | AMERICAN UNITED LIFE | 265,804 | 15.65 |
| SEPARATE ACCOUNT II |
| |
| NATIONWIDE TRUST CO FSB | 227,642 | 13.40 |
| SUNTRUST BANK | 213,975 | 12.60 |
| VOYA INSTITUTIONAL TRUST COMPANY WINDSOR CT 06095-4774 | 92,589 | 5.45 |
| VOYA RETIREMENT INS & ANNUITY CO | 201,846 | 11.88 |
MID-CAP GROWTH PORTFOLIO | C M LIFE INSURANCE CO SPRINGFIELD MA 01111-0001 | 1,908,117 | 13.24 |
| FARM BUREAU LIFE INS CO | 857,740 | 5.95 |
| M M L BAYSTATE LIFE INS CO SPRINGFIELD MA 01111-0001 | 1,595,860 | 11.07 |
| MASS MUTUAL LIFE INS CO SPRINGFIELD MA 01111-0001 | 1,977,568 | 13.72 |
| MODERN WOODMEN OF AMERICA | 1,585,611 | 11.00 |
| SECURITY BENEFIT LIFE INS CO | 2,253,670 | 15.63 |
| FBO T ROWE PRICE NO LOAD V A |
| |
| TRANSAMERICA LIFE INSURANCE | 1,022,704 | 7.09 |
| EM PRIVATE PLACEMENT CEDAR RAPIDS IA 52499-2390 |
|
|
MID-CAP GROWTH PORTFOLIO—II | LINCOLN NATIONAL LIFE INS CO | 193,994 | 11.21 |
| SEPARATE ACCOUNT MUTUAL FUND FORT WAYNE IN 46802-3506 |
| |
| NATIONWIDE INSURANCE COMPANY | 894,994 | 51.70(f) |
| NATIONWIDE LIFE INSURANCE COMPANY | 619,018 | 35.75(f) |
MID-CAP INDEX | T ROWE PRICE ASSOCIATES | 475,000 | 100.00(c) |
MID-CAP INDEX FUND—I CLASS | T ROWE PRICE ASSOCIATES | 25,000 | 100.00(c) |
MID-CAP VALUE | NATIONAL FINANCIAL SERVICES | 26,307,399 | 7.52 |
| T ROWE PRICE ASSOCIATES | 20,482,874 | 5.85 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 18,109,860 | 5.18 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 17,867,222 | 5.11 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 25,534,491 | 7.30 |
| RETIREMENT PORTFOLIO 2030 |
| |
| T ROWE PRICE RPS INC | 18,317,890 | 5.23 |
MID-CAP VALUE FUND—ADVISOR | NATIONAL FINANCIAL SERVICES | 4,768,180 | 46.48(b) |
CLASS | SUNTRUST BANK | 521,306 | 5.08 |
MID-CAP VALUE FUND—I CLASS | EDWARD D JONES & CO | 4,774,478 | 5.81 |
| NATIONAL FINANCIAL SERVICES | 12,239,805 | 14.90 |
| STATE OF SOUTH CAROLINA TRUSTEE | 5,492,312 | 6.69 |
| FBO STATE OF SOUTH CAROLINA 401K |
| |
| GREENWOOD VLG CO 80111-5002 |
|
|
MID-CAP VALUE FUND—R CLASS | NATIONWIDE TRUST CO FSB | 1,562,981 | 23.49 |
| STATE STREET BANK AND TRUST AS | 2,880,636 | 43.28(b) |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| VOYA RETIREMENT INS & ANNUITY CO | 411,853 | 6.19 |
PAGE 88
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
MORTGAGE-BACKED SECURITIES | ALLEN & COMPANY | 961,671 | 8.28 |
MULTI-SECTOR ACCOUNT PORTFOLIO | BALTIMORE EQUITABLE SOCIETY | 789,819 | 6.80 |
| CBE OF NEW BRUNSWICK | 1,777,637 | 15.31 |
| MORTGAGE BACKED SECURITIES MAP |
| |
| GENERAL DYNAMICS CORP 401K | 3,481,850 | 29.98(b) |
| PLAN MASTER TRUST CP |
| |
| ILLINOIS STUDENT ASSISTANCE | 1,485,721 | 12.79 |
| COMMISSION |
| |
| T ROWE PRICE ASSOCIATES | 1,000,000 | 8.61 |
| XCEL ENERGY INC. | 2,115,995 | 18.22 |
MULTI-STRATEGY TOTAL RETURN | T ROWE PRICE ASSOCIATES | 4,975,000 | 100.00(c) |
MULTI-STRATEGY TOTAL RETURN—I CLASS | T ROWE PRICE ASSOCIATES | 25,000 | 100.00(c) |
NEW AMERICA GROWTH | CHARLES SCHWAB & CO INC | 7,905,639 | 10.67 |
| NATIONAL FINANCIAL SERVICES | 14,335,720 | 19.35 |
| T ROWE PRICE TRUST CO INC | 4,936,613 | 6.66 |
NEW AMERICA GROWTH FUND— | CHARLES SCHWAB & CO INC | 518,387 | 8.11 |
ADVISOR CLASS | DCGT AS TTEE AND/OR CUST | 328,286 | 5.14 |
| FBO PLIC VARIOUS RETIREMENT PLANS |
| |
| MATRIX TRUST COMPANY TRUSTEE FBO | 356,387 | 5.58 |
| VALLEY MEDICAL CENTER 403B |
| |
| NATIONAL FINANCIAL SERVICES | 1,339,454 | 20.96 |
| SANTA BARBARA CNTY TREAS TX COLL TT | 539,360 | 8.44 |
| FBO SANTA BARBARA COUNTY DCP GREENWOOD VLG CO 80111-5002 |
| |
| VRSCO | 1,231,289 | 19.27 |
| FBO AIGFSB CUST TTEE FBO |
| |
| WAKEMED RET SAV PLAN 403B |
|
|
NEW AMERICA GROWTH FUND— | GREAT-WEST TRUST COMPANY LLC TTEE | 590,656 | 5.38 |
I CLASS | RECORDKEEPING FOR LARGE BENEFIT PL |
| |
| NATIONAL FINANCIAL SERVICES | 4,491,287 | 40.91(b) |
| T ROWE PRICE RPS INC | 742,905 | 6.77 |
NEW AMERICA GROWTH PORTFOLIO | FARM BUREAU LIFE INS CO | 452,928 | 5.72 |
| MODERN WOODMEN OF AMERICA | 743,845 | 9.40 |
| NATIONWIDE INSURANCE COMPANY | 1,535,108 | 19.40 |
| NATIONWIDE LIFE INSURANCE COMPANY | 1,533,288 | 19.38 |
| PARAGON LIFE INSURANCE CO SAINT LOUIS MO 63128-3499 | 523,250 | 6.61 |
| SECURITY BENEFIT LIFE INS CO | 1,312,173 | 16.58 |
| FBO T ROWE PRICE NO LOAD V A |
| |
NEW ASIA | CHARLES SCHWAB & CO INC | 9,185,301 | 6.39 |
| NATIONAL FINANCIAL SERVICES | 14,307,073 | 9.95 |
| SPECTRUM INTERNATIONAL FUND | 10,260,157 | 7.14 |
| T ROWE PRICE ASSOCIATES |
| |
NEW ASIA FUND—I CLASS | CHARLES SCHWAB & CO INC | 1,183,486 | 6.71 |
| J.P. MORGAN SECURITIES LLC | 8,333,422 | 47.23(b) |
| NATIONAL FINANCIAL SERVICES | 1,420,357 | 8.05 |
| TRUSTEES OF T ROWE PRICE | 1,216,474 | 6.89 |
| U.S. RETIREMENT PROGRAM |
| |
NEW ERA | CHARLES SCHWAB & CO INC | 5,469,949 | 8.28 |
| NATIONAL FINANCIAL SERVICES | 8,569,980 | 12.98 |
NEW ERA FUND—I CLASS | NATIONAL FINANCIAL SERVICES | 17,993,283 | 43.46(b) |
PAGE 89
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
NEW HORIZONS | NATIONAL FINANCIAL SERVICES | 34,240,949 | 10.14 |
| T ROWE PRICE TRUST CO INC | 36,165,469 | 10.71 |
NEW HORIZONS FUND—I CLASS | NATIONAL FINANCIAL SERVICES | 22,202,903 | 29.74(b) |
| T ROWE PRICE RPS INC | 6,792,850 | 9.10 |
NEW INCOME | SPECTRUM INCOME FUND | 161,836,655 | 6.49 |
| T. ROWE PRICE ASSOCIATES |
| |
| T ROWE PRICE ASSOCIATES | 143,353,886 | 5.75 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 180,466,429 | 7.24 |
| RETIREMENT PORTFOLIO 2015 |
| |
| T ROWE PRICE ASSOCIATES | 448,095,778 | 17.98 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 339,719,476 | 13.63 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 342,763,130 | 13.76 |
| RETIREMENT PORTFOLIO 2030 |
| |
| T ROWE PRICE ASSOCIATES | 167,875,566 | 6.74 |
| RETIREMENT PORTFOLIO 2035 |
| |
NEW INCOME FUND—ADVISOR CLASS | JOHN HANCOCK TRUST COMPANY | 285,883 | 5.44 |
| MORGAN STANLEY SMITH BARNEY | 316,713 | 6.02 |
| NATIONAL FINANCIAL SERVICES | 451,545 | 8.59 |
| PERSHING LLC | 776,250 | 14.76 |
| STATE STREET BANK AND TRUST AS | 265,044 | 5.04 |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| WTRISC CO IRA OMNIBUS ACCT | 1,212,804 | 23.06 |
NEW INCOME FUND—I CLASS | EDWARD D JONES & CO | 88,763,164 | 11.73 |
| J.P. MORGAN SECURITIES LLC | 303,971,570 | 40.18(b) |
| T ROWE PRICE ASSOCIATES | 65,059,479 | 8.60 |
| RETIREMENT I 2020 FUND |
| |
| T ROWE PRICE ASSOCIATES | 51,071,932 | 6.75 |
| RETIREMENT I 2025 FUND |
| |
| T ROWE PRICE ASSOCIATES | 53,956,339 | 7.13 |
| RETIREMENT I 2030 FUND |
| |
NEW INCOME FUND—R CLASS | CAMILLE VANDEVANTER DDS PS TTEE | 39,899 | 8.41 |
| FBO CAMILLE VANDEVANTER DDS PS 401K RET GREENWOOD VLG CO 80111-5002 |
| |
| EMJAY CORPORATION CUSTODIAN FBO | 37,951 | 8.00 |
| PLANS OF GREAT WEST FINANCIAL GREENWOOD VLG CO 80111-5002 |
| |
| K CHADWICK K BLALOCK TTEES | 36,741 | 7.75 |
| FIERCE ISAKOWITZ & BLALOCK LLC |
| |
| NATIONWIDE TRUST CO FSB | 38,029 | 8.02 |
| STATE STREET BANK AND TRUST AS | 146,114 | 30.81(b) |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| VRSCO | 30,862 | 6.51 |
| FBO AIGFSB CUST TTEE FBO UNIV OF NORTH TEXAS OPT RET PL 40313 HOUSTON TX 77019-7117 |
|
|
NEW JERSEY TAX-FREE BOND | NATIONAL FINANCIAL SERVICES | 10,334,333 | 29.88(b) |
NEW JERSEY TAX-FREE BOND FUND— I CLASS | T ROWE PRICE ASSOCIATES | 20,868 | 97.40(c) |
NEW YORK TAX-FREE BOND | NATIONAL FINANCIAL SERVICES | 3,014,159 | 7.34 |
PAGE 90
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
NEW YORK TAX-FREE BOND FUND— | THE JOHN S D'ALIMONTE REV TRUST | 103,207 | 13.97 |
I CLASS | MELVIN K SPIGELMAN MERLYN N SPIGELMAN JT TEN | 86,437 | 11.70 |
| ROBERT S KAPLAN JAMIE SCHUVAL JT TEN | 366,588 | 49.63(b) |
| SEI PRIVATE TRUST COMPANY | 92,544 | 12.53 |
NEW YORK TAX-FREE MONEY | H MARK GLASBERG | 9,468,127 | 16.56 |
| PAULA D GLASBERG JT TEN T O D |
|
|
NEW YORK TAX-FREE MONEY FUND— | T ROWE PRICE ASSOCIATES | 250,000 | 100.00(c) |
I CLASS |
|
| |
OVERSEAS STOCK | T ROWE PRICE ASSOCIATES | 129,436,868 | 13.67 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 112,600,406 | 11.89 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 111,691,287 | 11.80 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 158,844,654 | 16.78 |
| RETIREMENT PORTFOLIO 2030 |
| |
| T ROWE PRICE ASSOCIATES | 104,503,597 | 11.04 |
| RETIREMENT PORTFOLIO 2035 |
| |
| T ROWE PRICE ASSOCIATES | 72,098,978 | 7.62 |
| RETIREMENT PORTFOLIO 2045 |
| |
| T ROWE PRICE ASSOCIATES | 58,672,412 | 6.20 |
| RETIREMENT PORTFOLIO 2050 |
| |
OVERSEAS STOCK FUND—ADVISOR | GREAT-WEST TRUST COMPANY LLC FBO | 35,453 | 7.75 |
CLASS | EMPLOYEE BENEFITS CLIENTS 401K |
| |
| PERSHING LLC | 58,695 | 12.83 |
| SUNTRUST BANK | 198,195 | 43.33(b) |
| T ROWE PRICE ASSOCIATES | 26,316 | 5.75 |
| TD AMERITRADE INC | 24,144 | 5.28 |
| TRUST COMPANY OF AMERICA | 113,031 | 24.71 |
OVERSEAS STOCK FUND—I CLASS | EDWARD D JONES & CO | 53,914,464 | 12.52 |
| J.P. MORGAN SECURITIES LLC | 74,512,902 | 17.30 |
| NATIONAL FINANCIAL SERVICES | 94,130,701 | 21.86 |
| T ROWE PRICE ASSOCIATES | 24,643,122 | 5.72 |
| RETIREMENT I 2030 FUND |
| |
| T ROWE PRICE ASSOCIATES | 22,454,989 | 5.21 |
| RETIREMENT I 2040 FUND |
| |
| WELLS FARGO BANK NA | 27,792,844 | 6.45 |
PERSONAL STRATEGY BALANCED | NATIONAL FINANCIAL SERVICES | 16,998,410 | 18.59 |
| T ROWE PRICE TRUST CO INC | 7,666,090 | 8.38 |
| BALANCED |
| |
PERSONAL STRATEGY BALANCED | NATIONAL FINANCIAL SERVICES | 3,390,921 | 45.70(b) |
FUND—I CLASS | T ROWE PRICE RPS INC | 491,846 | 6.63 |
PERSONAL STRATEGY BALANCED | FARM BUREAU LIFE INS CO | 1,009,932 | 11.65 |
PORTFOLIO | MODERN WOODMEN OF AMERICA | 1,409,007 | 16.25 |
| NYLIAC | 557,218 | 6.43 |
| NYLIM CENTER |
| |
| PARAGON LIFE INSURANCE CO | 1,187,243 | 13.70 |
| SECURITY BENEFIT LIFE INS CO | 1,954,494 | 22.55 |
| FBO T ROWE PRICE NO LOAD V A |
| |
PERSONAL STRATEGY GROWTH | NATIONAL FINANCIAL SERVICES | 8,997,078 | 14.67 |
| NATIONWIDE TRUST COMPANY FSB | 4,151,705 | 6.77 |
| T ROWE PRICE TRUST CO INC | 3,141,361 | 5.12 |
PAGE 91
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
PERSONAL STRATEGY GROWTH | JOHN HANCOCK TRUST COMPANY LLC | 227,966 | 5.02 |
FUND—I CLASS | NATIONAL FINANCIAL SERVICES | 1,675,835 | 36.91(b) |
| PERSHING LLC | 455,904 | 10.04 |
PERSONAL STRATEGY INCOME | NATIONAL FINANCIAL SERVICES | 9,495,863 | 9.58 |
PERSONAL STRATEGY INCOME FUND— | NATIONAL FINANCIAL SERVICES | 8,471,916 | 71.80(b) |
I CLASS |
| ||
QM GLOBAL EQUITY | T ROWE PRICE ASSOCIATES | 950,000 | 67.02(c) |
QM GLOBAL EQUITY FUND—ADVISOR | T ROWE PRICE ASSOCIATES | 25,000 | 100.00(c) |
CLASS |
|
| |
QM GLOBAL EQUITY FUND—I CLASS | T ROWE PRICE ASSOCIATES | 25,000 | 49.79(c) |
| TRUSTEES OF T ROWE PRICE | 24,389 | 48.57(a) |
| U.S. RETIREMENT PROGRAM |
| |
QM U.S. SMALL & MID-CAP CORE | T ROWE PRICE ASSOCIATES | 950,000 | 24.12 |
EQUITY | TD AMERITRADE INC | 359,707 | 9.13 |
QM U.S. SMALL & MID-CAP CORE | PERSHING LLC | 5,718 | 14.71 |
EQUITY FUND—ADVISOR CLASS | T ROWE PRICE ASSOCIATES | 25,000 | 64.31(c) |
| UMB BANK NA C/F | 2,709 | 6.97 |
| DANIEL R SAFRANEK SEPIRA SMITHTOWN NY 11787-4124 |
| |
| UMB BANK NA C/F | 3,373 | 8.68 |
| RAYMOND J HENDERSON PAWLING NY 12564-4205 |
|
|
QM U.S. SMALL & MID-CAP CORE | PERSHING LLC | 5,657 | 10.30 |
EQUITY FUND—I CLASS | T ROWE PRICE ASSOCIATES | 25,000 | 45.54(c) |
| TRUSTEES OF T ROWE PRICE | 23,472 | 42.76(a) |
| U.S. RETIREMENT PROGRAM |
| |
QM U.S. SMALL-CAP GROWTH EQUITY | LPL FINANCIAL | 6,654,928 | 5.26 |
| MORGAN STANLEY SMITH BARNEY | 16,552,042 | 13.09 |
| NATIONAL FINANCIAL SERVICES | 15,018,465 | 11.87 |
| PERSHING LLC | 11,208,192 | 8.86 |
| UBS WM USA | 6,608,608 | 5.23 |
| WELLS FARGO CLEARING SERVICES LLC | 6,995,511 | 5.53 |
QM U.S. SMALL-CAP GROWTH EQUITY | JOHN HANCOCK LIFE | 121,496 | 15.54 |
FUND—ADVISOR CLASS | INSURANCE USA |
| |
| LPL FINANCIAL | 43,902 | 5.62 |
| NATIONAL FINANCIAL SERVICES | 183,779 | 23.51 |
| UMB BANK CUSTODIAN | 367,338 | 47.00(b) |
| SECURITY FINANCIAL RESOURCES |
|
|
QM U.S. SMALL-CAP GROWTH EQUITY | CHARLES SCHWAB & CO INC | 8,274,845 | 16.37 |
FUND—I CLASS | NATIONAL FINANCIAL SERVICES | 8,778,331 | 17.37 |
| PERSHING LLC | 4,436,875 | 8.78 |
| STATE STREET BANK AND TRUST COMPANY | 10,279,199 | 20.34 |
| AS TRUSTEE OF THE TRUST FOR THE NEW YORK STATE DC PLAN QUINCY MA 02169-0938 |
| |
QM U.S. VALUE EQUITY | T ROWE PRICE ASSOCIATES | 650,000 | 42.84(c) |
QM U.S. VALUE EQUITY FUND—ADVISOR CLASS | T ROWE PRICE ASSOCIATES | 25,000 | 100.00(c) |
QM U.S. VALUE EQUITY FUND— | DONALD E HINES TRUST | 4,007 | 7.24 |
I CLASS | T ROWE PRICE ASSOCIATES | 25,000 | 45.14(c) |
| TRUSTEES OF T ROWE PRICE | 23,331 | 42.12(a) |
| U.S. RETIREMENT PROGRAM |
| |
PAGE 92
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
REAL ASSETS | T ROWE PRICE ASSOCIATES | 30,717,058 | 13.35 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 27,140,972 | 11.79 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 26,828,598 | 11.66 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 37,604,380 | 16.34 |
| RETIREMENT PORTFOLIO 2030 |
| |
| T ROWE PRICE ASSOCIATES | 24,929,271 | 10.83 |
| RETIREMENT PORTFOLIO 2035 |
| |
| T ROWE PRICE ASSOCIATES | 16,867,727 | 7.33 |
| RETIREMENT PORTFOLIO 2045 |
| |
| T ROWE PRICE ASSOCIATES | 13,830,978 | 6.01 |
| RETIREMENT PORTFOLIO 2050 |
| |
REAL ASSETS FUND—I CLASS | BREAD & CO | 5,116,454 | 10.22 |
| LADYBUG & CO | 2,693,490 | 5.38 |
| LAKESIDE & CO | 3,365,124 | 6.72 |
| T ROWE PRICE ASSOCIATES | 3,863,272 | 7.71 |
| RETIREMENT I 2020 FUND |
| |
| T ROWE PRICE ASSOCIATES | 3,935,628 | 7.86 |
| RETIREMENT I 2025 FUND |
| |
| T ROWE PRICE ASSOCIATES | 5,747,051 | 11.47 |
| RETIREMENT I 2030 FUND |
| |
| T ROWE PRICE ASSOCIATES | 4,009,046 | 8.00 |
| RETIREMENT I 2035 FUND |
| |
| T ROWE PRICE ASSOCIATES | 5,289,488 | 10.56 |
| RETIREMENT I 2040 FUND |
| |
| T ROWE PRICE ASSOCIATES | 2,930,816 | 5.85 |
| RETIREMENT I 2045 FUND |
| |
| T ROWE PRICE ASSOCIATES | 2,933,876 | 5.86 |
| RETIREMENT I 2050 FUND |
| |
REAL ESTATE | CHARLES SCHWAB & CO INC | 7,227,265 | 5.16 |
| NATIONAL FINANCIAL SERVICES | 20,570,351 | 14.69 |
| PERSHING LLC | 25,987,585 | 18.55 |
| WELLS FARGO CLEARING SERVICES LLC | 15,832,608 | 11.30 |
REAL ESTATE FUND—ADVISOR CLASS | NATIONAL FINANCIAL SERVICES | 849,651 | 11.93 |
| RELIANCE TRUST COMPANY FBO | 2,839,807 | 39.87(b) |
| INSPER 401K |
|
|
REAL ESTATE FUND—I CLASS | WELLS FARGO BANK NA | 52,936,891 | 79.91(b) |
RETIREMENT 2005 | NATIONAL FINANCIAL SERVICES | 19,843,313 | 18.32 |
| T ROWE PRICE RPS INC | 16,558,255 | 15.29 |
RETIREMENT 2005 FUND—ADVISOR | NATIONAL FINANCIAL SERVICES | 1,621,619 | 24.80 |
| TAYNIK & CO BOSTON MA 02117-9130 | 356,193 | 5.45 |
| WTRISC CO IRA OMNIBUS ACCT WASHINGTON DC 20002-4239 | 1,259,267 | 19.26 |
RETIREMENT 2005 FUND—R CLASS | AXA EQUITABLE FOR SA NO 65 | 589,604 | 13.76 |
| STATE STREET BANK AND TRUST AS | 979,539 | 22.86 |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| VOYA RETIREMENT INS & ANNUITY CO | 954,505 | 22.28 |
RETIREMENT 2010 | NATIONAL FINANCIAL SERVICES | 34,026,929 | 15.13 |
| T ROWE PRICE RPS INC | 26,866,308 | 11.94 |
PAGE 93
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
RETIREMENT 2010 FUND—ADVISOR | NATIONAL FINANCIAL SERVICES | 4,572,123 | 17.67 |
CLASS | TAYNIK & CO | 2,458,373 | 9.50 |
RETIREMENT 2010 FUND—R CLASS | STATE STREET BANK AND TRUST AS | 5,043,025 | 35.88(b) |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| SUNTRUST BANK | 957,681 | 6.81 |
RETIREMENT 2015 | NATIONAL FINANCIAL SERVICES | 77,816,119 | 16.58 |
| T ROWE PRICE RPS INC | 88,009,289 | 18.75 |
RETIREMENT 2015 FUND—ADVISOR | NATIONAL FINANCIAL SERVICES | 9,246,160 | 23.93 |
CLASS | RELIANCE TRUST COMPANY FBO | 2,009,225 | 5.20 |
| RETIREMENT PLANS SERVICED BY METLIFE |
|
|
RETIREMENT 2015 FUND—R CLASS | AXA EQUITABLE FOR SA NO 65 | 1,881,372 | 7.20 |
| STATE STREET BANK AND TRUST AS | 7,828,351 | 29.95(b) |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| VOYA RETIREMENT INS & ANNUITY CO | 3,436,839 | 13.15 |
RETIREMENT 2020 | NATIONAL FINANCIAL SERVICES | 179,631,802 | 21.83 |
| T ROWE PRICE RPS INC | 185,572,373 | 22.55 |
RETIREMENT 2020 FUND—ADVISOR | NATIONAL FINANCIAL SERVICES | 23,540,374 | 20.83 |
CLASS | TAYNIK & CO | 8,521,009 | 7.54 |
RETIREMENT 2020 FUND—R CLASS | STATE STREET BANK AND TRUST AS | 26,028,396 | 35.83(b) |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| TAYNIK & CO | 3,903,179 | 5.37 |
RETIREMENT 2025 | NATIONAL FINANCIAL SERVICES | 228,019,214 | 24.01 |
| T ROWE PRICE RPS INC | 257,285,342 | 27.09(a) |
RETIREMENT 2025 FUND—ADVISOR | NATIONAL FINANCIAL SERVICES | 24,839,776 | 24.85 |
CLASS | TAYNIK & CO | 5,431,251 | 5.43 |
RETIREMENT 2025 FUND—R CLASS | AXA EQUITABLE FOR SA NO 65 | 5,753,909 | 7.58 |
| STATE STREET BANK AND TRUST AS | 25,704,760 | 33.86(b) |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| VOYA RETIREMENT INS & ANNUITY CO | 9,370,694 | 12.34 |
RETIREMENT 2030 | NATIONAL FINANCIAL SERVICES | 180,182,641 | 23.48 |
| T ROWE PRICE RPS INC | 187,892,194 | 24.49 |
RETIREMENT 2030 FUND—ADVISOR | NATIONAL FINANCIAL SERVICES | 24,039,980 | 20.73 |
CLASS | TAYNIK & CO | 10,076,353 | 8.69 |
RETIREMENT 2030 FUND—R CLASS | STATE STREET BANK AND TRUST AS | 34,201,654 | 40.71(b) |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| TAYNIK & CO | 4,383,941 | 5.22 |
RETIREMENT 2035 | NATIONAL FINANCIAL SERVICES | 175,926,840 | 26.53(b) |
| T ROWE PRICE RPS INC | 176,972,941 | 26.69(a) |
RETIREMENT 2035 FUND—ADVISOR CLASS | NATIONAL FINANCIAL SERVICES | 19,704,172 | 26.06(b) |
RETIREMENT 2035 FUND—R CLASS | AXA EQUITABLE FOR SA NO 65 | 3,982,807 | 6.61 |
| STATE STREET BANK AND TRUST AS | 22,403,457 | 37.20(b) |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| VOYA RETIREMENT INS & ANNUITY CO | 7,140,867 | 11.86 |
RETIREMENT 2040 | NATIONAL FINANCIAL SERVICES | 131,679,407 | 26.22(b) |
| T ROWE PRICE RPS INC | 116,010,101 | 23.10 |
PAGE 94
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
RETIREMENT 2040 FUND—ADVISOR | NATIONAL FINANCIAL SERVICES | 19,859,211 | 22.97 |
CLASS | TAYNIK & CO | 7,489,936 | 8.66 |
RETIREMENT 2040 FUND—R CLASS | STATE STREET BANK AND TRUST AS | 25,279,445 | 43.61(b) |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| TAYNIK & CO | 2,979,714 | 5.14 |
RETIREMENT 2045 | NATIONAL FINANCIAL SERVICES | 124,433,969 | 29.46(b) |
| T ROWE PRICE RPS INC | 111,512,896 | 26.41(a) |
RETIREMENT 2045 FUND—ADVISOR | NATIONAL FINANCIAL SERVICES | 14,987,193 | 27.52(b) |
CLASS | RELIANCE TRUST COMPANY FBO | 2,745,143 | 5.04 |
| RETIREMENT PLANS SERVICED BY METLIFE |
|
|
RETIREMENT 2045 FUND—R CLASS | AXA EQUITABLE FOR SA NO 65 | 2,429,001 | 5.49 |
| STATE STREET BANK AND TRUST AS | 17,361,403 | 39.27(b) |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| VOYA RETIREMENT INS & ANNUITY CO | 5,167,616 | 11.69 |
RETIREMENT 2050 | NATIONAL FINANCIAL SERVICES | 117,198,492 | 31.39(b) |
| T ROWE PRICE RPS INC | 83,486,217 | 22.36 |
RETIREMENT 2050 FUND—ADVISOR | NATIONAL FINANCIAL SERVICES | 20,302,481 | 26.04(b) |
CLASS | STATE STREET BANK AND TRUST AS | 4,754,495 | 6.10 |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| TAYNIK & CO | 6,027,590 | 7.73 |
RETIREMENT 2050 FUND—R CLASS | STATE STREET BANK AND TRUST AS | 24,450,470 | 44.79(b) |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| TAYNIK & CO | 3,102,178 | 5.68 |
RETIREMENT 2055 | NATIONAL FINANCIAL SERVICES | 53,710,143 | 30.86(b) |
| T ROWE PRICE RPS INC | 43,709,135 | 25.12(a) |
RETIREMENT 2055 FUND—ADVISOR CLASS | NATIONAL FINANCIAL SERVICES | 9,405,045 | 31.83(b) |
RETIREMENT 2055 FUND—R CLASS | AXA EQUITABLE FOR SA NO 65 | 1,333,323 | 5.82 |
| STATE STREET BANK AND TRUST AS | 9,916,161 | 43.30(b) |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| VOYA RETIREMENT INS & ANNUITY CO | 2,113,135 | 9.23 |
RETIREMENT 2060 | NATIONAL FINANCIAL SERVICES | 7,515,343 | 26.38(b) |
| T ROWE PRICE RPS INC | 7,683,265 | 26.97(a) |
RETIREMENT 2060 FUND—ADVISOR | DCGT AS TTEE AND/OR CUST | 223,519 | 5.79 |
CLASS | FBO PLIC VARIOUS RETIREMENT PLANS |
| |
| NATIONAL FINANCIAL SERVICES | 1,141,951 | 29.60(b) |
| VALIC SEPARATE ACCOUNT A HOUSTON TX 77009 | 201,107 | 5.21 |
RETIREMENT 2060 FUND—R CLASS | STATE STREET BANK AND TRUST AS | 1,590,777 | 46.84(b) |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| VOYA RETIREMENT INS & ANNUITY CO | 235,429 | 6.93 |
RETIREMENT BALANCED | NATIONAL FINANCIAL SERVICES | 12,994,876 | 9.52 |
| T ROWE PRICE RPS INC | 13,249,420 | 9.71 |
PAGE 95
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
RETIREMENT BALANCED FUND— | CHARLES SCHWAB & CO INC | 717,017 | 5.15 |
ADVISOR CLASS | LINCOLN FINANCIAL GROUP TRUST CO | 724,406 | 5.21 |
| FBO ROLLOVER IRA PLANS CONCORD NH 03301-3258 |
| |
| NATIONAL FINANCIAL SERVICES | 2,068,893 | 14.87 |
| STATE STREET BANK AND TRUST AS | 1,128,682 | 8.11 |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| TAYNIK & CO | 1,476,945 | 10.62 |
RETIREMENT BALANCED FUND—R | PIMS/PRUDENTIAL RETIREMENT | 2,596,216 | 17.28 |
CLASS | AS NOMINEE FOR THE TTEE/CUST PL |
| |
| NEPC - TAFT HARTLEY IRONWORKERS SALT LAKE CTY UT 84130-0124 |
| |
| STATE STREET BANK AND TRUST AS | 5,972,384 | 39.76(b) |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
|
|
RETIREMENT I 2005 FUND—I CLASS | GREAT-WEST TRUST COMPANY LLC TTEE | 793,482 | 5.39 |
| RECORDKEEPING FOR LARGE BENEFIT PL |
| |
| NATIONAL FINANCIAL SERVICES | 7,729,174 | 52.50(b) |
RETIREMENT I 2010 FUND—I CLASS | NATIONAL FINANCIAL SERVICES | 13,361,946 | 32.40(b) |
| STATE STREET BANK & TRUST CO | 3,429,476 | 8.32 |
| AS CUSTODIAN FOR MML |
| |
| FBO ITS CLIENTS |
|
|
RETIREMENT I 2015 FUND—I CLASS | NATIONAL FINANCIAL SERVICES | 35,082,064 | 44.38(b) |
RETIREMENT I 2020 FUND—I CLASS | NATIONAL FINANCIAL SERVICES | 108,229,139 | 40.65(b) |
| STATE STREET BANK & TRUST CO | 19,773,626 | 7.43 |
| AS CUSTODIAN FOR MML |
| |
| FBO ITS CLIENTS |
|
|
RETIREMENT I 2025 FUND—I CLASS | NATIONAL FINANCIAL SERVICES | 112,038,717 | 47.75(b) |
RETIREMENT I 2030 FUND—I CLASS | NATIONAL FINANCIAL SERVICES | 119,995,275 | 39.51(b) |
| STATE STREET BANK & TRUST CO | 27,778,648 | 9.15 |
| AS CUSTODIAN FOR MML |
| |
| FBO ITS CLIENTS |
|
|
RETIREMENT I 2035 FUND—I CLASS | CHARLES SCHWAB & CO INC | 10,098,090 | 5.37 |
| NATIONAL FINANCIAL SERVICES | 88,759,629 | 47.24(b) |
| STATE STREET BANK & TRUST CO | 10,517,466 | 5.60 |
| AS CUSTODIAN FOR MML |
| |
| FBO ITS CLIENTS |
|
|
RETIREMENT I 2040 FUND—I CLASS | NATIONAL FINANCIAL SERVICES | 87,505,019 | 37.68(b) |
| STATE STREET BANK & TRUST CO | 21,248,110 | 9.15 |
| AS CUSTODIAN FOR MML |
| |
| FBO ITS CLIENTS |
|
|
RETIREMENT I 2045 FUND—I CLASS | CHARLES SCHWAB & CO INC | 7,028,112 | 5.62 |
| NATIONAL FINANCIAL SERVICES | 58,366,357 | 46.65(b) |
| STATE STREET BANK & TRUST CO | 8,841,647 | 7.07 |
| AS CUSTODIAN FOR MML |
| |
| FBO ITS CLIENTS |
|
|
RETIREMENT I 2050 FUND—I CLASS | FIFTH THIRD BANK TR | 10,040,195 | 8.02 |
| FBO CINTAS PARTNERS PLAN CINCINNATI OH 45202-3191 |
| |
| NATIONAL FINANCIAL SERVICES | 48,234,133 | 38.55(b) |
| STATE STREET BANK & TRUST CO | 11,928,887 | 9.53 |
| AS CUSTODIAN FOR MML |
| |
| FBO ITS CLIENTS |
|
|
PAGE 96
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
RETIREMENT I 2055 FUND—I CLASS | NATIONAL FINANCIAL SERVICES | 23,911,457 | 51.18(b) |
| STATE STREET BANK & TRUST CO | 2,546,815 | 5.45 |
| AS CUSTODIAN FOR MML |
| |
| FBO ITS CLIENTS |
|
|
RETIREMENT I 2060 FUND—I CLASS | NATIONAL FINANCIAL SERVICES | 3,824,589 | 46.20(b) |
RETIREMENT BALANCED I FUND— | FIFTH THIRD BANK TR | 2,072,191 | 11.04 |
I CLASS | NATIONAL FINANCIAL SERVICES | 4,215,715 | 22.47 |
WELLS FARGO BANK | 1,118,840 | 5.96 | |
SCIENCE & TECHNOLOGY | T ROWE PRICE RPS INC | 10,427,045 | 10.55 |
SCIENCE & TECHNOLOGY FUND— | JOHN HANCOCK LIFE | 13,267,082 | 85.79(b) |
ADVISOR CLASS | INSURANCE CO USA |
|
|
SCIENCE & TECHNOLOGY FUND— I CLASS | CHARLES SCHWAB & CO INC | 234,016 | 5.22 |
| DCGT AS TTEE AND/OR CUST | 265,945 | 5.93 |
| FBO PLIC VARIOUS RETIREMENT PLANS |
| |
| NAVID KAUSAR | 234,145 | 5.22 |
| T ROWE PRICE RPS INC | 468,865 | 10.45 |
| TRUSTEES OF T ROWE PRICE | 1,615,579 | 36.00(a) |
| U.S. RETIREMENT PROGRAM |
| |
SHORT-TERM BOND | MARYLAND COLLEGE INVESTMENT PLAN | 62,086,283 | 6.80 |
| PORTFOLIO 2018 |
| |
| SPECTRUM INCOME FUND | 68,200,614 | 7.47 |
| T. ROWE PRICE ASSOCIATES |
| |
| T ROWE PRICE ASSOCIATES | 83,828,229 | 9.18 |
SHORT-TERM BOND FUND—ADVISOR | CHARLES SCHWAB & CO INC | 420,061 | 5.13 |
CLASS | NATIONAL FINANCIAL SERVICES | 2,632,124 | 32.16(b) |
| PERSHING LLC | 454,704 | 5.55 |
| TD AMERITRADE INC | 1,968,717 | 24.05 |
| WELLS FARGO BANK NA | 1,036,100 | 12.66 |
SHORT-TERM BOND FUND—I CLASS | EDWARD D JONES & CO | 16,243,117 | 10.92 |
| NATIONAL FINANCIAL SERVICES | 63,931,868 | 42.99(b) |
| T ROWE PRICE PROGRAM FOR | 12,213,491 | 8.21 |
| CHARITABLE GIVING GIFT |
| |
| PRESERVATION POOL OWINGS MILLS MD 21117-4903 |
| |
SHORT-TERM | JPMORGAN CHASE BANK AS AGENT | 72,037,948 | 12.64 |
| FOR INSTITUTIONAL FUNDS NEWARK DE 19713-2105 |
| |
| STATE STREET BANK & TRUST CO AGENT | 496,936,418 | 87.19(b) |
| FOR T ROWE INSTITUTIONAL FUNDS |
|
|
SMALL-CAP INDEX | T ROWE PRICE ASSOCIATES | 475,000 | 100.00(c) |
SMALL-CAP INDEX FUND—I CLASS | T ROWE PRICE ASSOCIATES | 25,000 | 100.00(c) |
SMALL-CAP STOCK | NATIONAL FINANCIAL SERVICES | 14,961,465 | 9.02 |
| T ROWE PRICE ASSOCIATES | 8,404,979 | 5.07 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 10,532,935 | 6.35 |
| RETIREMENT PORTFOLIO 2030 |
| |
| T ROWE PRICE TRUST CO INC | 9,714,416 | 5.86 |
| TRPOTC FUND |
| |
PAGE 97
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
SMALL-CAP STOCK FUND—ADVISOR | CHARLES SCHWAB & CO INC | 270,499 | 6.55 |
CLASS | DCGT AS TTEE AND/OR CUST | 220,268 | 5.34 |
| FBO PLIC VARIOUS RETIREMENT PLANS |
| |
| NATIONAL FINANCIAL SERVICES | 1,264,000 | 30.63(b) |
| VANGUARD FIDUCIARY TRUST COMPANY | 445,100 | 10.78 |
| T ROWE PRICE ADVISOR CLASS FUNDS VALLEY FORGE PA 19482-2900 |
| |
| WELLS FARGO BANK FBO | 367,530 | 8.91 |
| VARIOUS RETIREMENT PLANS |
|
|
SMALL-CAP STOCK FUND—I CLASS | CHARLES SCHWAB & CO INC | 2,944,188 | 10.88 |
| NATIONAL FINANCIAL SERVICES | 4,402,888 | 16.27 |
| T ROWE PRICE ASSOCIATES | 1,644,331 | 6.08 |
| RETIREMENT I 2030 FUND |
| |
| T ROWE PRICE ASSOCIATES | 1,507,436 | 5.57 |
| RETIREMENT I 2040 FUND |
| |
SMALL-CAP VALUE | NATIONAL FINANCIAL SERVICES | 10,052,254 | 6.29 |
| T ROWE PRICE ASSOCIATES | 8,187,572 | 5.12 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 10,262,928 | 6.42 |
| RETIREMENT PORTFOLIO 2030 |
| |
| T ROWE PRICE TRUST CO INC | 10,125,842 | 6.34 |
SMALL-CAP VALUE FUND—ADVISOR | NATIONAL FINANCIAL SERVICES | 1,466,860 | 8.81 |
CLASS | RAYMOND JAMES | 13,548,655 | 81.36(b) |
SMALL-CAP VALUE FUND—I CLASS | EDWARD D JONES & CO | 5,999,000 | 19.50 |
| T ROWE PRICE ASSOCIATES | 1,575,095 | 5.12 |
| RETIREMENT I 2030 FUND |
| |
| T ROWE PRICE RPS INC | 4,877,217 | 15.85 |
SPECTRUM INCOME | MARYLAND COLLEGE INVESTMENT PLAN | 26,915,632 | 5.01 |
| PORTFOLIO 2021 |
| |
| MARYLAND COLLEGE INVESTMENT PLAN | 29,716,276 | 5.53 |
| PORTFOLIO 2024 |
| |
| T ROWE PRICE TRUST CO INC | 35,467,932 | 6.60 |
SUMMIT MUNICIPAL INCOME | EDWARD D JONES & CO | 16,709,112 | 13.83 |
| J.P. MORGAN SECURITIES LLC | 13,438,803 | 11.12 |
| RAYMOND JAMES | 12,156,606 | 10.06 |
| SAXON & CO | 13,763,172 | 11.39 |
| WELLS FARGO CLEARING SERVICES LLC | 17,355,690 | 14.36 |
SUMMIT MUNICIPAL INCOME FUND— | LPL FINANCIAL | 415,201 | 81.60(b) |
ADVISOR CLASS | NATIONAL FINANCIAL SERVICES | 73,588 | 14.46 |
SUMMIT MUNICIPAL INTERMEDIATE | CHARLES SCHWAB & CO INC | 78,463,233 | 15.98 |
| EDWARD D JONES & CO | 41,787,660 | 8.51 |
| J.P. MORGAN SECURITIES LLC | 101,119,093 | 20.60 |
| WELLS FARGO CLEARING SERVICES LLC | 63,019,624 | 12.84 |
SUMMIT MUNICIPAL INTERMEDIATE | CHARLES SCHWAB & CO INC | 329,661 | 51.45(b) |
FUND—ADVISOR CLASS | CITBANCO A PARTNERSHIP STORM LAKE IA 50588-1227 | 74,150 | 11.57 |
| NATIONAL FINANCIAL SERVICES | 180,499 | 28.17(b) |
SUMMIT MUNICIPAL MONEY MARKET | JAMES S. RIEPE | 15,673,450 | 12.12 |
TARGET 2005 FUND—ADVISOR CLASS | NATIONAL FINANCIAL SERVICES | 78,633 | 61.27(b) |
| RELIANCE TRUST CO TTEE ADP | 23,571 | 18.37 |
| ACCESS LARGE MARKET 401K ATLANTA GA 30328-5620 |
| |
| T ROWE PRICE ASSOCIATES | 25,000 | 19.48 |
PAGE 98
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
TARGET 2005 FUND—I CLASS | T ROWE PRICE ASSOCIATES | 24,582 | 19.70 |
| T ROWE PRICE TRUST CO INC | 91,581 | 73.38(e) |
| CUST FOR THE ROLLOVER IRA OF |
| |
| CHRISTOPHER R BURNHAM |
|
|
TARGET 2010 FUND—ADVISOR CLASS | FIIOC AS AGENT FBO | 30,917 | 6.41 |
| INTERNATIONAL YOUTH FOUNDATION |
| |
| NATIONAL FINANCIAL SERVICES | 296,291 | 61.43(b) |
| RELIANCE TRUST CO TTEE ADP | 154,655 | 32.06(b) |
| ACCESS LARGE MARKET 401K |
|
|
TARGET 2010 FUND—I CLASS | GREAT-WEST TRUST COMPANY LLC FBO | 26,773 | 7.64 |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| REBECCA L. BESSON | 273,748 | 78.09(b) |
| STUART B COOPER TEN ENT |
| |
| T ROWE PRICE ASSOCIATES | 24,390 | 6.96 |
TARGET 2015 | T ROWE PRICE RPS INC | 992,061 | 6.59 |
TARGET 2015 FUND—ADVISOR CLASS | GREAT WEST TRUST CO LLC | 130,445 | 25.00(b) |
| FBO RECORDKEEPING FOR VARIOUS |
| |
| BENEFIT PL OMNIPUTNAM |
| |
| GREAT-WEST TRUST COMPANY LLC FBO | 68,730 | 13.17 |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| NATIONAL FINANCIAL SERVICES | 201,333 | 38.59(b) |
| STATE STREET BANK AND TRUST AS | 43,898 | 8.41 |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| WELLS FARGO BANK FBO | 42,300 | 8.11 |
| VARIOUS RETIREMENT PLANS |
|
|
TARGET 2015 FUND—I CLASS | GREAT-WEST TRUST COMPANY LLC FBO | 92,501 | 10.43 |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| NATIONAL FINANCIAL SERVICES | 67,511 | 7.61 |
| T ROWE PRICE TRUST CO INC | 115,747 | 13.05 |
| CUST FOR THE ROLLOVER IRA OF |
| |
| ALBERT K MONAGAN JR |
| |
| T ROWE PRICE TRUST CO INC | 95,316 | 10.75 |
| CUST FOR THE ROLLOVER IRA OF |
| |
| DAVID L HINTZ |
| |
| T ROWE PRICE TRUST CO INC | 105,898 | 11.94 |
| CUST FOR THE ROLLOVER IRA OF |
| |
| DENNIS W CULLEN |
| |
| T ROWE PRICE TRUST CO INC | 89,450 | 10.09 |
| CUST FOR THE ROLLOVER IRA OF |
| |
| LINDA M RIDDELL |
| |
| T ROWE PRICE TRUST CO INC | 95,082 | 10.72 |
| CUST FOR THE ROLLOVER IRA OF |
| |
| ROBERT A CRIDER |
| |
| T ROWE PRICE TRUST CO INC | 100,822 | 11.37 |
| CUST FOR THE ROLLOVER IRA OF |
| |
| ROLLIN G SEARS |
|
|
TARGET 2020 | NATIONAL FINANCIAL SERVICES | 1,649,023 | 8.56 |
| T ROWE PRICE RPS INC | 2,588,056 | 13.44 |
PAGE 99
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
TARGET 2020 FUND—ADVISOR CLASS | GREAT WEST TRUST CO LLC | 156,580 | 7.18 |
| FBO RECORDKEEPING FOR VARIOUS |
| |
| GREAT-WEST TRUST COMPANY LLC FBO | 297,830 | 13.65 |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| NATIONAL FINANCIAL SERVICES | 642,669 | 29.46(b) |
| RELIANCE TRUST CO TTEE ADP | 851,294 | 39.02(b) |
| ACCESS LARGE MARKET 401K |
|
|
TARGET 2020 FUND—I CLASS | GREAT-WEST TRUST COMPANY LLC FBO | 256,084 | 16.16 |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| NATIONAL FINANCIAL SERVICES | 281,082 | 17.73 |
| SANDRA L KRISZTAL AGENT | 118,971 | 7.51 |
| TRP/ POA |
| |
| T ROWE PRICE CO CUST FOR THE |
| |
| ROLLOVER IRA OF RUBEN J KRISZTAL LEAWOOD KS 66209-1048 |
| |
| T ROWE PRICE TRUST CO INC | 99,238 | 6.26 |
| CUST FOR THE ROLLOVER IRA OF |
| |
| DOUGLAS J CROCKETT |
| |
| T ROWE PRICE TRUST CO INC | 196,669 | 12.41 |
| CUST FOR THE ROLLOVER IRA OF |
| |
| DWIGHT T COLES |
| |
| T ROWE PRICE TRUST CO INC | 106,255 | 6.70 |
| CUST FOR THE ROLLOVER IRA OF |
| |
| KEITH EDICK |
| |
| T ROWE PRICE TRUST CO INC | 115,542 | 7.29 |
| CUST FOR THE ROLLOVER IRA OF |
| |
| ROBERT T ERRINGTON |
|
|
TARGET 2025 | NATIONAL FINANCIAL SERVICES | 1,217,505 | 6.96 |
| T ROWE PRICE RPS INC | 3,227,162 | 18.45 |
| WELLS FARGO BANK FBO | 1,407,811 | 8.05 |
| VARIOUS RETIREMENT PLANS |
|
|
TARGET 2025 FUND—ADVISOR CLASS | GREAT WEST TRUST CO LLC | 342,574 | 28.69(b) |
| FBO RECORDKEEPING FOR VARIOUS |
| |
| GREAT-WEST TRUST COMPANY LLC FBO | 204,004 | 17.09 |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| NATIONAL FINANCIAL SERVICES | 403,045 | 33.76(b) |
| RELIANCE TRUST CO TTEE ADP | 102,528 | 8.59 |
| ACCESS LARGE MARKET 401K |
| |
| STATE STREET BANK AND TRUST AS | 95,114 | 7.97 |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
|
|
TARGET 2025 FUND—I CLASS | CHARLES SCHWAB & CO INC | 291,032 | 26.47(b) |
| GREAT-WEST TRUST COMPANY LLC FBO | 208,557 | 18.97 |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| NATIONAL FINANCIAL SERVICES | 90,800 | 8.26 |
| NONAB & CO | 62,641 | 5.70 |
| E H KLECKNER, INC PS 401(K) PLAN WELLSBORO PA 16901-1517 |
| |
| NONAB & CO | 54,953 | 5.00 |
| FBO STROBELS SUPPLY, INC 401(K) PSP |
| |
| NONAB & CO | 61,272 | 5.57 |
| FBO WEST MILTON STATE BANK 401(K) |
|
|
TARGET 2030 | NATIONAL FINANCIAL SERVICES | 2,608,011 | 16.23 |
| T ROWE PRICE RPS INC | 4,230,950 | 26.32(a) |
PAGE 100
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
TARGET 2030 FUND—ADVISOR CLASS | FIIOC AS AGENT FBO | 301,409 | 12.44 |
| INTERNATIONAL YOUTH FOUNDATION |
| |
| GREAT WEST TRUST CO LLC | 235,379 | 9.72 |
| FBO RECORDKEEPING FOR VARIOUS |
| |
| NATIONAL FINANCIAL SERVICES | 907,099 | 37.45(b) |
| RELIANCE TRUST CO TTEE ADP | 819,021 | 33.81(b) |
| ACCESS LARGE MARKET 401K |
|
|
TARGET 2030 FUND—I CLASS | ASCENSUS TRUST COMPANY FBO | 60,243 | 6.17 |
| HRM ENTERPRISES INC 401(K) PLAN |
| |
| CHARLES SCHWAB & CO INC | 52,467 | 5.37 |
| GREAT-WEST TRUST COMPANY LLC FBO | 104,147 | 10.67 |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| MATRIX TRUST COMPANY TRUSTEE FBO | 234,575 | 24.03 |
| CHRISTIAN APPALACHIAN PROJECT INC |
| |
| NATIONAL FINANCIAL SERVICES | 85,602 | 8.77 |
| T ROWE PRICE TRUST CO INC | 108,361 | 11.10 |
| CUST FOR THE ROLLOVER IRA OF |
| |
| GARRETT COLMORGEN |
|
|
TARGET 2035 | NATIONAL FINANCIAL SERVICES | 1,319,052 | 12.74 |
| T ROWE PRICE RPS INC | 3,042,174 | 29.38(a) |
| WELLS FARGO BANK FBO | 893,541 | 8.63 |
| VARIOUS RETIREMENT PLANS |
|
|
TARGET 2035 FUND—ADVISOR CLASS | GREAT WEST TRUST CO LLC | 188,080 | 18.79 |
| FBO RECORDKEEPING FOR VARIOUS |
| |
| GREAT-WEST TRUST COMPANY LLC FBO | 136,936 | 13.68 |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| NATIONAL FINANCIAL SERVICES | 581,014 | 58.03(b) |
| STATE STREET BANK AND TRUST AS | 57,045 | 5.70 |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
|
|
TARGET 2035 FUND—I CLASS | CHARLES SCHWAB & CO INC | 234,007 | 28.19(b) |
| GREAT-WEST TRUST COMPANY LLC FBO | 253,739 | 30.57(b) |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| NATIONAL FINANCIAL SERVICES | 98,892 | 11.91 |
TARGET 2040 | NATIONAL FINANCIAL SERVICES | 1,362,870 | 15.94 |
| T ROWE PRICE RPS INC | 2,438,808 | 28.53(a) |
| WELLS FARGO BANK FBO | 556,295 | 6.51 |
| VARIOUS RETIREMENT PLANS |
|
|
TARGET 2040 FUND—ADVISOR CLASS | FIIOC AS AGENT FBO | 69,213 | 7.07 |
| INTERNATIONAL YOUTH FOUNDATION |
| |
| GREAT WEST TRUST CO LLC | 153,068 | 15.64 |
| FBO RECORDKEEPING FOR VARIOUS |
| |
NATIONAL FINANCIAL SERVICES | 689,531 | 70.47(b) | |
TARGET 2040 FUND—I CLASS | ASCENSUS TRUST COMPANY FBO | 91,479 | 14.16 |
| HRM ENTERPRISES INC 401(K) PLAN |
| |
| GREAT-WEST TRUST COMPANY LLC FBO | 273,307 | 42.30(b) |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| MATRIX TRUST COMPANY TRUSTEE FBO | 39,107 | 6.05 |
| CHRISTIAN APPALACHIAN PROJECT INC |
| |
| NATIONAL FINANCIAL SERVICES | 60,170 | 9.31 |
TARGET 2045 | NATIONAL FINANCIAL SERVICES | 753,478 | 13.42 |
| T ROWE PRICE RPS INC | 1,734,243 | 30.88(a) |
| WELLS FARGO BANK FBO | 449,648 | 8.01 |
| VARIOUS RETIREMENT PLANS |
|
|
PAGE 101
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
TARGET 2045 FUND—ADVISOR CLASS | GREAT WEST TRUST CO LLC | 85,126 | 12.08 |
| FBO RECORDKEEPING FOR VARIOUS |
| |
| GREAT-WEST TRUST COMPANY LLC FBO | 57,078 | 8.10 |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| NATIONAL FINANCIAL SERVICES | 500,920 | 71.09(b) |
TARGET 2045 FUND—I CLASS | CHARLES SCHWAB & CO INC | 219,489 | 34.15(b) |
| GREAT-WEST TRUST COMPANY LLC FBO | 288,646 | 44.91(b) |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| NATIONAL FINANCIAL SERVICES | 37,560 | 5.84 |
TARGET 2050 | NATIONAL FINANCIAL SERVICES | 868,888 | 21.11 |
| T ROWE PRICE RPS INC | 916,549 | 22.27 |
TARGET 2050 FUND—ADVISOR CLASS | FIIOC AS AGENT FBO | 78,456 | 13.50 |
| INTERNATIONAL YOUTH FOUNDATION |
| |
| GREAT WEST TRUST CO LLC | 54,589 | 9.39 |
| FBO RECORDKEEPING FOR VARIOUS |
| |
| NATIONAL FINANCIAL SERVICES | 357,072 | 61.44(b) |
| WELLS FARGO BANK FBO | 37,694 | 6.49 |
| VARIOUS RETIREMENT PLANS |
|
|
TARGET 2050 FUND—I CLASS | ASCENSUS TRUST COMPANY FBO | 35,089 | 6.36 |
| HRM ENTERPRISES INC 401(K) PLAN |
| |
| GREAT-WEST TRUST COMPANY LLC FBO | 297,373 | 53.87(b) |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| MATRIX TRUST COMPANY TRUSTEE FBO | 37,981 | 6.88 |
| CHRISTIAN APPALACHIAN PROJECT INC |
| |
| NATIONAL FINANCIAL SERVICES | 89,306 | 16.18 |
TARGET 2055 | GREAT-WEST TRUST COMPANY LLC TTEE | 115,207 | 5.15 |
| CRAIG HOSPITAL BASIC & SUPPLMNTL |
| |
| NATIONAL FINANCIAL SERVICES | 325,938 | 14.58 |
| T ROWE PRICE RPS INC | 533,802 | 23.88 |
| WELLS FARGO BANK FBO | 128,983 | 5.77 |
| VARIOUS RETIREMENT PLANS |
|
|
TARGET 2055 FUND—ADVISOR CLASS | GREAT WEST TRUST CO LLC | 20,950 | 6.00 |
| FBO RECORDKEEPING FOR VARIOUS |
| |
| GREAT-WEST TRUST COMPANY LLC FBO | 33,371 | 9.55 |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| NATIONAL FINANCIAL SERVICES | 259,650 | 74.33(b) |
TARGET 2055 FUND—I CLASS | CHARLES SCHWAB & CO INC | 67,160 | 22.42 |
| GREAT-WEST TRUST COMPANY LLC FBO | 165,327 | 55.19(b) |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| NATIONAL FINANCIAL SERVICES | 19,407 | 6.48 |
TARGET 2060 | CHARLES SCHWAB & CO INC | 61,633 | 6.22 |
| NATIONAL FINANCIAL SERVICES | 79,170 | 7.99 |
| STATE STREET BANK AND TRUST AS | 56,989 | 5.75 |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| T ROWE PRICE RPS INC | 74,301 | 7.50 |
PAGE 102
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
TARGET 2060 FUND—ADVISOR CLASS | MATRIX TRUST COMPANY TRUSTEE FBO | 8,977 | 9.13 |
| UI LABS 401(K) PLAN |
| |
| NATIONAL FINANCIAL SERVICES | 26,497 | 26.95(b) |
| RELIANCE TRUST CO TTEE ADP | 8,721 | 8.87 |
| ACCESS LARGE MARKET 401K |
| |
| STATE STREET BANK AND TRUST AS | 11,318 | 11.51 |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| T ROWE PRICE ASSOCIATES | 25,000 | 25.43(c) |
TARGET 2060 FUND—I CLASS | GREAT-WEST TRUST COMPANY LLC FBO | 14,757 | 23.42 |
| EMPLOYEE BENEFITS CLIENTS 401K |
| |
| NATIONAL FINANCIAL SERVICES | 5,649 | 8.96 |
| T ROWE PRICE ASSOCIATES | 27,902 | 44.27(c) |
TAX-EFFICIENT EQUITY FUND—I CLASS | GAIL D BUCKNER | 176,110 | 87.15(b) |
| TED I DUNLAP | 16,523 | 8.18 |
| CONNIE R DUNLAP JT TEN |
|
|
TAX-EXEMPT MONEY FUND—I CLASS | DAVID MASON | 4,471,088 | 62.26(b) |
| DORIS IRENE MASON JT TEN |
| |
| KENT G SHENG | 1,102,744 | 15.36 |
| ROBERT B OTT | 1,357,697 | 18.91 |
| PAULA S OTT JT TEN |
|
|
TAX-FREE HIGH YIELD | CHARLES SCHWAB & CO INC | 30,164,552 | 9.24 |
| GOLDMAN SACHS & CO SALT LAKE CITY UT 84101-2199 | 50,631,031 | 15.50 |
| NATIONAL FINANCIAL SERVICES | 28,440,967 | 8.71 |
| PERSHING LLC | 20,824,337 | 6.38 |
TAX-FREE HIGH YIELD FUND—ADVISOR | NATIONAL FINANCIAL SERVICES | 90,241,466 | 99.06(b) |
CLASS |
| ||
TAX-FREE HIGH YIELD FUND—I CLASS | BNYH FIXED INCOME LLC | 2,067,350 | 5.13 |
| EDWARD D JONES & CO | 16,648,397 | 41.32(b) |
| J.P. MORGAN SECURITIES LLC | 5,005,177 | 12.42 |
| MORI & CO KANSAS CITY MO 64106-1802 | 7,294,909 | 18.11 |
| SEI PRIVATE TRUST COMPANY | 2,292,774 | 5.69 |
TAX-FREE INCOME | NATIONAL FINANCIAL SERVICES | 15,446,304 | 8.10 |
TAX-FREE INCOME FUND—ADVISOR CLASS | NATIONAL FINANCIAL SERVICES | 57,318,910 | 93.86(b) |
TAX-FREE INCOME FUND—I CLASS | J.P. MORGAN SECURITIES LLC | 4,233,686 | 24.07 |
| SEI PRIVATE TRUST COMPANY | 3,040,153 | 17.28 |
| SEI PRIVATE TRUST COMPANY | 7,076,063 | 40.23(b) |
TAX-FREE SHORT-INTERMEDIATE | CHARLES SCHWAB & CO INC | 45,699,503 | 13.97 |
| NATIONAL FINANCIAL SERVICES | 29,084,045 | 8.89 |
| T ROWE PRICE ASSOCIATES | 34,412,351 | 10.52 |
| WELLS FARGO CLEARING SERVICES LLC | 42,840,943 | 13.10 |
TAX-FREE SHORT-INTERMEDIATE | 2012 JOSEPH A MCKINNEY JR | 175,078 | 12.35 |
FUND—ADVISOR CLASS | LIVING TRUST GREENSBORO NC 27401-2767 |
| |
| CHARLES SCHWAB & CO INC | 190,384 | 13.43 |
| NATIONAL FINANCIAL SERVICES | 751,990 | 53.05(b) |
| PERSHING LLC | 100,562 | 7.09 |
| RAYMOND JAMES | 92,125 | 6.50 |
PAGE 103
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
TAX-FREE SHORT-INTERMEDIATE FUND | CHARLES SCHWAB & CO INC | 3,594,650 | 9.82 |
—I CLASS | EDWARD D JONES & CO | 2,238,339 | 6.11 |
| PERSHING LLC | 3,795,348 | 10.36 |
| TD AMERITRADE INC | 10,209,199 | 27.88(b) |
TOTAL EQUITY MARKET INDEX | EDUCATION TRUST OF ALASKA | 5,804,464 | 10.09 |
| TOTAL EQUITY MARKET INDEX PORTFOLIO BALTIMORE MD 21202-1009 |
| |
| MARYLAND COLLEGE INVESTMENT PLAN | 5,885,923 | 10.23 |
| GLOBAL EQUITY MARKET INDEX |
| |
TOTAL RETURN | T ROWE PRICE ASSOCIATES | 2,450,000 | 64.50(c) |
TOTAL RETURN FUND—ADVISOR CLASS | T ROWE PRICE ASSOCIATES | 25,000 | 100.00(c) |
TOTAL RETURN FUND—I CLASS | T ROWE PRICE ASSOCIATES | 25,000 | 38.11(c) |
| TRUSTEES OF T ROWE PRICE | 40,601 | 61.89(a) |
| U.S. RETIREMENT PROGRAM |
| |
TREASURY RESERVE | BARNACLESAIL BALTIMORE MD 21202-1009 | 1,583,098,533 | 39.79(d) |
| BRIDGESAIL & CO BALTIMORE MD 21202-1009 | 496,665,459 | 12.48 |
| MILDSHIP & CO BALTIMORE MD 21202-1009 | 587,549,705 | 14.77 |
| T ROWE PRICE | 240,275,167 | 6.04 |
| RETIREMENT PLAN SERVICE INC OWINGS MILLS MD 21117-4903 |
| |
U.S. BOND ENHANCED INDEX | EDUCATION TRUST OF ALASKA | 6,740,544 | 9.42 |
| ACT PORTFOLIO |
| |
NATIONAL FINANCIAL SERVICES | 7,798,654 | 10.90 | |
U.S. HIGH YIELD | TD AMERITRADE INC | 1,084,042 | 14.32 |
U.S. HIGH YIELD FUND—ADVISOR | CHARLES SCHWAB & CO INC | 56,014 | 5.02 |
CLASS | MORGAN STANLEY SMITH BARNEY | 167,703 | 15.03 |
| NATIONAL FINANCIAL SERVICES | 696,672 | 62.44(b) |
U.S. HIGH YIELD FUND—I CLASS | MORGAN STANLEY SMITH BARNEY | 1,043,563 | 25.83(b) |
| T ROWE PRICE ASSOCIATES | 2,147,205 | 53.14(c) |
| UBS WM USA | 273,748 | 6.78 |
U.S. LARGE-CAP CORE | CHARLES SCHWAB & CO INC | 1,445,239 | 6.86 |
| NATIONAL FINANCIAL SERVICES | 3,867,134 | 18.35 |
| PERSHING LLC | 1,735,131 | 8.23 |
U.S. LARGE-CAP CORE FUND— | CHARLES SCHWAB & CO INC | 81,497 | 10.03 |
ADVISOR CLASS | LPL FINANCIAL | 116,069 | 14.28 |
| NATIONAL FINANCIAL SERVICES | 182,681 | 22.48 |
| PERSHING LLC | 145,527 | 17.91 |
| STATE STREET BANK AND TRUST AS | 55,473 | 6.83 |
| TRUSTEE AND/OR CUSTODIAN |
| |
| FBO ADP ACCESS PRODUCT |
| |
| TD AMERITRADE INC | 87,303 | 10.74 |
U.S. LARGE-CAP CORE FUND—I CLASS | MARIL & CO FBO 61 GREEN BAY WI 54304-5280 | 194,753 | 22.38 |
| MITRA & CO FBO 61 GREEN BAY WI 54304-5280 | 72,685 | 8.35 |
| TRUSTEES OF T ROWE PRICE | 169,364 | 19.46 |
| U.S. RETIREMENT PROGRAM |
| |
| VALLEE & CO FBO 61 GREEN BAY WI 54304-5280 | 355,266 | 40.82(b) |
PAGE 104
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
U.S. TREASURY INTERMEDIATE | MLPF&S FOR THE SOLE BENEFIT OF | 11,865,475 | 14.94 |
| ITS CUSTOMERS |
| |
| SPECTRUM INCOME FUND | 10,858,051 | 13.67 |
| T. ROWE PRICE ASSOCIATES |
| |
U.S. TREASURY INTERMEDIATE FUND— | CHARLES SCHWAB & CO INC | 45,396 | 5.29 |
I CLASS | THE DEAN A AND CYNTHIA A FOATE | 188,374 | 21.96 |
| LIVING TRUST |
| |
| JAMES C COLLINS | 237,484 | 27.69(b) |
| JOANNE A ERNST JT TEN |
| |
| T ROWE PRICE ASSOCIATES | 43,403 | 5.06 |
| TRUSTEES OF T ROWE PRICE | 343,017 | 39.99(a) |
| U.S. RETIREMENT PROGRAM |
| |
U.S. TREASURY LONG-TERM | SPECTRUM INCOME FUND | 20,481,758 | 6.44 |
| T. ROWE PRICE ASSOCIATES |
| |
| T ROWE PRICE ASSOCIATES | 28,526,097 | 8.97 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 19,928,485 | 6.27 |
| RETIREMENT PORTFOLIO 2015 |
| |
| T ROWE PRICE ASSOCIATES | 54,621,467 | 17.18 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 45,321,062 | 14.26 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 51,034,232 | 16.06 |
| RETIREMENT PORTFOLIO 2030 |
| |
| T ROWE PRICE ASSOCIATES | 28,331,399 | 8.91 |
| RETIREMENT PORTFOLIO 2035 |
| |
U.S. TREASURY LONG-TERM FUND— | LADYBUG & CO | 3,760,688 | 6.64 |
I CLASS | LAKESIDE & CO | 2,995,383 | 5.29 |
| T ROWE PRICE ASSOCIATES | 7,901,024 | 13.95 |
| RETIREMENT I 2020 FUND |
| |
| T ROWE PRICE ASSOCIATES | 6,794,736 | 12.00 |
| RETIREMENT I 2025 FUND |
| |
| T ROWE PRICE ASSOCIATES | 7,980,862 | 14.09 |
| RETIREMENT I 2030 FUND |
| |
| T ROWE PRICE ASSOCIATES | 4,620,470 | 8.16 |
| RETIREMENT I 2035 FUND |
| |
| T ROWE PRICE ASSOCIATES | 5,015,411 | 8.86 |
| RETIREMENT I 2040 FUND |
| |
U.S. TREASURY MONEY FUND— | EDWARD D JONES & CO | 587,504,944 | 69.75(b) |
I CLASS | |||
ULTRA SHORT-TERM BOND | CHARLES SCHWAB & CO INC | 7,870,371 | 8.01 |
| T ROWE PRICE ASSOCIATES | 24,721,121 | 25.17(c) |
ULTRA SHORT-TERM BOND FUND— | INVESTMENT COMPANY INSTITUTE | 601,324 | 6.29 |
I CLASS | KIRK A HASSINGER | 500,541 | 5.24 |
| SANDRA R HASSINGER JT TEN |
| |
| PERSHING LLC | 3,516,404 | 36.78(b) |
| RUDDERFLAG & CO BALTIMORE MD 21202-1009 | 4,033,865 | 42.19(b) |
PAGE 105
Principal Holders of Fund Shares | |||
FUND | SHAREHOLDER | SHARES | % |
VALUE | T ROWE PRICE ASSOCIATES | 83,370,303 | 14.77 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 37,471,809 | 6.64 |
| RETIREMENT PORTFOLIO 2020 |
| |
| T ROWE PRICE ASSOCIATES | 50,367,950 | 8.93 |
| RETIREMENT PORTFOLIO 2025 |
| |
| T ROWE PRICE ASSOCIATES | 85,557,566 | 15.16 |
| RETIREMENT PORTFOLIO 2030 |
| |
| T ROWE PRICE ASSOCIATES | 62,411,688 | 11.06 |
| RETIREMENT PORTFOLIO 2035 |
| |
| T ROWE PRICE ASSOCIATES | 83,370,303 | 14.77 |
| RETIREMENT PORTFOLIO 2040 |
| |
| T ROWE PRICE ASSOCIATES | 47,726,659 | 8.46 |
| RETIREMENT PORTFOLIO 2045 |
| |
| T ROWE PRICE ASSOCIATES | 38,997,255 | 6.91 |
| RETIREMENT PORTFOLIO 2050 |
| |
VALUE FUND—ADVISOR CLASS | MORGAN STANLEY SMITH BARNEY | 1,733,665 | 14.61 |
| NATIONAL FINANCIAL SERVICES | 3,735,302 | 31.47(b) |
| TAYNIK & CO | 631,500 | 5.32 |
| VOYA RETIREMENT INS & ANNUITY CO | 1,036,710 | 8.73 |
VALUE FUND—I CLASS | T ROWE PRICE ASSOCIATES | 7,554,436 | 6.83 |
| RETIREMENT I 2025 FUND |
| |
| T ROWE PRICE ASSOCIATES | 13,392,945 | 12.11 |
| RETIREMENT I 2030 FUND |
| |
| T ROWE PRICE ASSOCIATES | 10,220,594 | 9.24 |
| RETIREMENT I 2035 FUND |
| |
| T ROWE PRICE ASSOCIATES | 14,641,196 | 13.24 |
| RETIREMENT I 2040 FUND |
| |
| T ROWE PRICE ASSOCIATES | 8,399,754 | 7.59 |
| RETIREMENT I 2045 FUND |
| |
| T ROWE PRICE ASSOCIATES | 8,401,658 | 7.60 |
| RETIREMENT I 2050 FUND |
| |
VIRGINIA TAX-FREE BOND | CHARLES SCHWAB & CO INC | 7,898,292 | 7.68 |
| NATIONAL FINANCIAL SERVICES | 10,391,659 | 10.10 |
VIRGINIA TAX-FREE BOND FUND— | DAVID M LANSER OR | 240,937 | 13.11 |
I CLASS | ANDREE W LANSER TRUSTS |
| |
| HEIDI K STEWART | 181,930 | 9.90 |
| RICHARD W STEWART TRS |
| |
| HEIDI K STEWART REVOCABLE TRUST |
| |
| MARJORIE Y VOKEL REV LIV TRUST | 136,795 | 7.45 |
| WELLS FARGO BANK NA FBO HII DB PLAN POOL ACCOUNT | 911,231 | 49.60(b) |
|
|
|
|
|
|
PAGE 106
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|
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|
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PAGE 107
INFORMATION ABOUT INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
The Joint Audit Committee has selected PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as the independent registered public accounting firm for the T. Rowe Price Funds for their current fiscal years, and such selection has also been approved by the Funds’ independent directors. Representatives of PricewaterhouseCoopers are not expected to be present at the Shareholder Meeting or available to make a statement or respond to any shareholders’ questions.
The following table, entitled “Independent Auditor Fees,” sets forth the amounts accrued by each Fund for audit, audit-related, tax, and all other fees in each of the last two fiscal years. Audit fees are billed for professional services rendered by PricewaterhouseCoopers for the audit of each Fund’s annual financial statements and for services normally provided in connection with statutory and regulatory filings.
Audit-related fees are billed to the T. Rowe Price Funds for assurance and related services by PricewaterhouseCoopers that are reasonably related to the performance of the audit of each Fund’s financial statements. The nature of services comprising these fees is the issuance of a report on internal controls. Tax fees are billed to the T. Rowe Price Funds for services rendered by PricewaterhouseCoopers for tax compliance, tax advice, and tax planning.
The nature of services comprising these fees includes the review of distribution calculations and the preparation of federal, state, and excise tax returns. All other fees are billed for all other services rendered to the T. Rowe Price Funds by PricewaterhouseCoopers. The nature of the service comprising these fees is based on agreed-upon procedures relating to advisory contract approvals by the T. Rowe Price Funds’ Boards of Directors. The Joint Audit Committee has considered whether the provisions of the services covered under “Other Fees” is compatible with maintaining the independence of PricewaterhouseCoopers.
Independent Auditor Fees
Fund | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | ||||
Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | |
Africa & Middle East | $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 | — |
PAGE 106
Fund | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | ||||
Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | |
California Tax-Free Money | 12,974 | 24,170 | 75 | — | 2,892 | 4,246 | 123 | — |
Capital Appreciation | 47,004 | 39,486 | 232 | — | 9,792 | 8,502 | 125 | — |
Capital Opportunity | 19,351 | 18,135 | 232 | — | 3,429 | 3,933 | 125 | — |
Cash Reserves | 22,887 | 21,274 | 389 | — | 4,780 | 4,660 | 128 | — |
Communications & Technology | 26,282 | 32,439 | 232 | — | 4,195 | 6,533 | 125 | — |
Corporate Income | 15,593 | 15,969 | 848 | — | 3,164 | 3,474 | 134 | — |
Credit Opportunities | 4,472 | 14,732 | 848 | — | 1,010 | 3,108 | 134 | — |
Diversified Mid-Cap Growth | 17,857 | 23,954 | 232 | — | 3,433 | 3,938 | 125 | — |
Dividend Growth | 21,383 | 20,299 | 232 | — | 4,647 | 4,377 | 125 | — |
Dynamic Global Bond | 31,892 | 25,835 | 149 | — | 3,756 | 5,624 | 109 | — |
Emerging Europe | 17,735 | 22,400 | 389 | — | 4,267 | 4,433 | 128 | — |
Emerging Markets Bond | 40,792 | 34,446 | 232 | — | 9,152 | 7,488 | 125 | — |
Emerging Markets Corporate Bond | 18,137 | 25,886 | 232 | — | 4,174 | 5,636 | 125 | — |
Emerging Markets Corporate Multi-Sector Account Portfolio | 17,676 | 25,009 | 853 | — | 3,880 | 5,490 | — | — |
Emerging Markets Local Currency Bond | 18,808 | 26,158 | 232 | — | 4,333 | 5,695 | 125 | — |
Emerging Markets Local Multi-Sector Account Portfolio | 17,676 | 25,009 | 853 | — | 3,880 | 5,490 | — | — |
Emerging Markets Stock | 59,896 | 43,699 | 389 | — | 13,419 | 9,555 | 128 | — |
Emerging Markets Value Stock | 12,121 | 18,972 | — | — | 2,661 | 3,682 | 60 | — |
Equity Income | 44,514 | 27,278 | 232 | — | 9,132 | 5,846 | 125 | — |
Equity Income Portfolio | 15,781 | 18,255 | 232 | — | 3,510 | 3,959 | 125 | — |
Equity Index 500 | 47,947 | 29,015 | 232 | — | 9,973 | 6,195 | 125 | — |
Equity Index 500 Portfolio | 14,677 | 17,932 | 232 | — | 3,296 | 3,890 | 125 | — |
European Stock | 24,117 | 25,846 | 389 | — | 5,636 | 5,186 | 128 | — |
Extended Equity Market Index | 15,609 | 18,233 | 232 | — | 3,482 | 3,953 | 125 | — |
Financial Services | 19,399 | 18,158 | 232 | — | 3,441 | 3,937 | 125 | — |
Floating Rate | 13,272 | 18,495 | 848 | — | 3,126 | 3,546 | 134 | — |
Floating Rate Multi-Sector Account Portfolio | 27,243 | 38,041 | 853 | — | 5,980 | 8,351 | — | — |
Georgia Tax-Free Bond | 13,569 | 30,379 | 75 | — | 3,017 | 5,770 | 123 | — |
Global Allocation | 13,647 | 9,548 | 389 | — | 2,926 | 2,024 | 128 | — |
Global Consumer | 11,542 | 20,869 | — | — | 2,534 | 4,535 | 79 | — |
Global Growth Stock | 17,519 | 22,218 | 389 | — | 4,227 | 4,394 | 128 | — |
PAGE 109
Fund | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | ||||
Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | |
Global High Income Bond | 31,854 | 25,823 | 149 | — | 3,754 | 5,622 | 109 | — |
Global Industrials | 12,137 | 24,939 | 232 | — | 2,868 | 4,419 | 125 | — |
Global Multi-Sector Bond | 14,730 | 20,872 | 848 | — | 3,001 | 4,552 | 134 | — |
Global Real Estate | 22,924 | 20,765 | 232 | — | 4,357 | 4,511 | 125 | — |
Global Stock | 19,625 | 23,407 | 389 | — | 4,683 | 4,652 | 128 | — |
Global Technology | 27,064 | 31,340 | 232 | — | 3,988 | 6,464 | 125 | — |
GNMA | 15,630 | 17,531 | 848 | — | 3,559 | 3,816 | 134 | — |
Government Money | 27,408 | 31,925 | 848 | — | 5,771 | 6,958 | 134 | — |
Government Money Portfolio | 13,021 | 18,132 | 232 | — | 2,873 | 3,934 | 125 | — |
Growth & Income | 20,700 | 18,607 | 232 | — | 3,701 | 4,031 | 125 | — |
Growth Stock | 72,273 | 37,589 | 232 | — | 14,812 | 7,815 | 125 | — |
Health Sciences | 37,199 | 34,429 | 232 | — | 6,915 | 7,291 | 125 | — |
Health Sciences Portfolio | 18,132 | 29,576 | 232 | — | 3,488 | 6,269 | 125 | — |
High Yield | 38,773 | 35,787 | 848 | — | 7,519 | 7,807 | 134 | — |
High Yield Multi-Sector Account Portfolio | 17,676 | 25,009 | 853 | — | 3,880 | 5,490 | — | — |
Inflation Protected Bond | 14,861 | 14,913 | 848 | — | 3,024 | 3,243 | 134 | — |
Institutional Africa & Middle East | 17,920 | 20,190 | 389 | — | 4,312 | 4,431 | 128 | — |
Institutional Cash Reserves | — | 7,505 | — | — | — | 702 | — | — |
Institutional Core Plus | 13,340 | 15,149 | 848 | — | 3,137 | 3,295 | 134 | — |
Institutional Credit Opportunities | 4,464 | 12,475 | 848 | — | 1,008 | 3,096 | 134 | — |
Institutional Emerging Markets Bond | 19,134 | 26,274 | 232 | — | 4,402 | 5,720 | 125 | — |
Institutional Emerging Markets Equity | 21,668 | 22,399 | 389 | — | 5,119 | 4,911 | 128 | — |
Institutional Floating Rate | 20,230 | 22,884 | 848 | — | 4,420 | 4,986 | 134 | — |
Institutional Frontier Markets Equity | 19,536 | 19,882 | (878)(a) | — | 4,288 | 4,364 | 60 | — |
Institutional Global Focused Growth Equity | 17,525 | 20,019 | 389 | — | 4,229 | 4,394 | 128 | — |
Institutional Global Growth Equity | 18,666 | 20,673 | 389 | — | 4,479 | 4,536 | 128 | — |
Institutional Global Multi-Sector Bond | 11,824 | 792 | 848 | — | 3,072 | (1,430)(a) | 134 | — |
Institutional Global Value Equity | 17,090 | 19,785 | 389 | — | 4,134 | 4,343 | 128 | — |
Institutional High Yield | 17,079 | 18,448 | 848 | — | 3,815 | 4,017 | 134 | — |
Institutional International Bond | 19,465 | 26,422 | 232 | — | 4,474 | 5,753 | 125 | — |
PAGE 110
Fund | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | ||||
Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | |
Institutional International Concentrated Equity | 18,328 | 20,439 | 389 | — | 4,406 | 4,485 | 128 | — |
Institutional International Core Equity | 17,796 | 20,097 | 389 | — | 4,290 | 4,411 | 128 | — |
Institutional International Growth Equity | 17,342 | 19,904 | 389 | — | 4,188 | 4,369 | 128 | — |
Institutional Large-Cap Core Growth | 17,392 | 18,861 | 232 | — | 3,850 | 4,082 | 125 | — |
Institutional Large-Cap Growth | 31,636 | 23,934 | 232 | — | 6,712 | 5,061 | 125 | — |
Institutional Large-Cap Value | 18,030 | 19,087 | 232 | — | 3,974 | 4,129 | 125 | — |
Institutional Long Duration Credit | 8,158 | 1,915 | 848 | — | 1,982 | 153 | 134 | — |
Institutional Mid-Cap Equity Growth | 23,994 | 20,997 | 232 | — | 4,665 | 4,362 | 125 | — |
Institutional Small-Cap Stock | 20,204 | 20,166 | 232 | — | 3,908 | 4,104 | 125 | — |
Institutional U.S. Structured Research | 15,567 | 18,193 | 232 | — | 3,473 | 3,945 | 125 | — |
Intermediate Tax-Free High Yield | 13,452 | 27,967 | — | — | 2,953 | 5,746 | 99 | — |
International Bond | 43,848 | 35,700 | 232 | — | 9,821 | 7,769 | 125 | — |
International Bond (USD Hedged) | — | 1,463 | — | — | — | 321 | — | — |
International Concentrated Equity | 19,456 | 22,001 | (878)(a) | — | 4,271 | 4,346 | 60 | — |
International Discovery | 40,765 | 32,333 | 389 | — | 8,809 | 7,071 | 128 | — |
International Equity Index | 19,525 | 21,128 | 389 | — | 4,659 | 4,635 | 128 | — |
International Stock | 89,492 | 59,693 | 389 | — | 19,847 | 13,035 | 128 | — |
International Stock Portfolio | 19,277 | 20,884 | 232 | — | 4,433 | 4,537 | 125 | — |
International Value Equity | 76,558 | 52,364 | 389 | — | 17,064 | 11,437 | 128 | — |
Investment-Grade Corporate Multi-Sector Account Portfolio | 27,243 | 38,041 | 853 | — | 5,980 | 8,351 | — | — |
Japan | 18,735 | 22,974 | 389 | — | 4,490 | 4,557 | 128 | — |
Latin America | 19,376 | 23,452 | 389 | — | 4,607 | 4,662 | 128 | — |
Limited Duration Inflation Focused Bond | 32,719 | 30,043 | 848 | — | 6,422 | 6,553 | 134 | — |
Limited-Term Bond Portfolio | 13,954 | 24,269 | 232 | — | 3,065 | 5,280 | 125 | — |
Maryland Short-Term Tax-Free Bond | 13,327 | 30,332 | 75 | — | 2,965 | 5,760 | 123 | — |
PAGE 111
Fund | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | ||||
Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | |
Maryland Tax-Free Bond | 18,153 | 31,155 | 75 | — | 3,962 | 5,932 | 123 | — |
Maryland Tax-Free Money | 13,137 | 24,196 | 75 | — | 2,926 | 4,251 | 123 | — |
Mid-Cap Growth | 49,374 | 29,275 | 232 | — | 9,725 | 6,088 | 125 | — |
Mid-Cap Growth Portfolio | 17,691 | 18,892 | 232 | — | 3,397 | 3,925 | 125 | — |
Mid-Cap Index | 12,617 | 13,556 | — | — | 1,948 | 3,670 | 79 | — |
Mid-Cap Value | 29,768 | 23,015 | 232 | — | 6,298 | 4,950 | 125 | — |
Mortgage-Backed Securities Multi-Sector Account Portfolio | 17,676 | 25,009 | 853 | — | 3,880 | 5,490 | — | — |
New America Growth | 19,888 | 19,976 | 232 | — | 4,331 | 4,235 | 125 | — |
New America Growth Portfolio | 14,880 | 18,396 | 232 | — | 3,337 | 3,905 | 125 | — |
New Asia | 35,122 | 26,578 | 389 | — | 7,574 | 5,822 | 128 | — |
New Era | 18,560 | 19,320 | 232 | — | 4,049 | 4,180 | 125 | — |
New Horizons | 40,019 | 41,188 | 232 | — | 14,597 | 6,104 | 125 | — |
New Income | 84,502 | 80,064 | 848 | — | 16,215 | 17,480 | 134 | — |
New Jersey Tax-Free Bond | 13,734 | 30,403 | 75 | — | 3,050 | 5,775 | 123 | — |
New York Tax-Free Bond | 13,959 | 30,443 | 75 | — | 3,096 | 5,783 | 123 | — |
New York Tax-Free Money | 12,993 | 24,173 | 75 | — | 2,896 | 4,246 | 123 | — |
Overseas Stock | 74,546 | 52,332 | 389 | — | 16,634 | 11,424 | 128 | — |
Personal Strategy Balanced | 17,754 | 17,894 | 848 | — | 3,756 | 3,864 | 134 | — |
Personal Strategy Balanced Portfolio | 17,381 | 19,186 | 232 | — | 3,335 | 3,903 | 125 | — |
Personal Strategy Growth | 17,346 | 17,435 | 848 | — | 3,677 | 3,767 | 134 | — |
Personal Strategy Income | 17,136 | 17,906 | 848 | — | 3,634 | 3,871 | 134 | — |
QM Global Equity | 12,104 | 20,325 | — | — | 2,657 | 4,416 | 79 | — |
QM U.S. Small & Mid-Cap Core Equity | 10,392 | 17,546 | — | — | 2,281 | 3,806 | 79 | — |
QM U.S. Small-Cap Growth Equity | 19,697 | 21,241 | 232 | — | 3,900 | 4,116 | 125 | — |
QM U.S. Value Equity | 10,392 | 17,545 | — | — | 2,281 | 3,805 | 79 | — |
Real Assets | 20,213 | 19,714 | 232 | — | 4,398 | 4,267 | 125 | — |
Real Estate | 22,029 | 20,529 | 232 | — | 4,778 | 4,434 | 125 | — |
Retirement 2005 | 5,929 | 10,568 | 848 | — | 1,566 | 2,268 | 134 | — |
Retirement 2010 | 8,688 | 14,678 | 848 | — | 2,107 | 3,122 | 134 | — |
Retirement 2015 | 11,166 | 18,570 | 848 | — | 2,597 | 3,938 | 134 | — |
Retirement 2020 | 21,149 | 34,537 | 848 | — | 4,568 | 7,288 | 134 | — |
Retirement 2025 | 16,692 | 28,328 | 848 | — | 3,693 | 6,000 | 134 | — |
Retirement 2030 | 20,795 | 34,413 | 848 | — | 4,501 | 7,270 | 134 | — |
Retirement 2035 | 13,675 | 23,228 | 848 | — | 3,098 | 4,930 | 134 | — |
Retirement 2040 | 15,999 | 26,526 | 848 | — | 3,555 | 5,618 | 134 | — |
Retirement 2045 | 10,000 | 17,316 | 848 | — | 2,372 | 3,690 | 134 | — |
PAGE 112
Fund | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | ||||
Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | |
Retirement 2050 | 8,794 | 15,529 | 848 | — | 2,134 | 3,316 | 134 | — |
Retirement 2055 | 6,173 | 11,281 | 848 | — | 1,616 | 2,423 | 134 | — |
Retirement 2060 | 4,619 | 5,926 | 229 | — | 1,014 | 1,034 | 33 | — |
Retirement Balanced | 6,971 | 11,804 | 848 | — | 1,770 | 2,521 | 134 | — |
Retirement I 2005 Fund—I Class | 5,200 | 3,808 | 70 | — | 1,141 | 836 | 10 | — |
Retirement I 2010 Fund—I Class | 5,200 | 3,884 | 70 | — | 1,141 | 852 | 10 | — |
Retirement I 2015 Fund—I Class | 5,200 | 3,933 | 70 | — | 1,141 | 864 | 10 | — |
Retirement I 2020 Fund—I Class | 5,200 | 4,357 | 70 | — | 1,141 | 956 | 10 | — |
Retirement I 2025 Fund—I Class | 5,200 | 4,200 | 70 | — | 1,141 | 922 | 10 | — |
Retirement I 2030 Fund—I Class | 5,200 | 4,408 | 70 | — | 1,141 | 968 | 10 | — |
Retirement I 2035 Fund—I Class | 5,200 | 4,085 | 70 | — | 1,141 | 897 | 10 | — |
Retirement I 2040 Fund—I Class | 5,200 | 4,230 | 70 | — | 1,141 | 929 | 10 | — |
Retirement I 2045 Fund—I Class | 5,200 | 3,982 | 70 | — | 1,141 | 874 | 10 | — |
Retirement I 2050 Fund—I Class | 5,200 | 3,974 | 70 | — | 1,141 | 873 | 10 | — |
Retirement I 2055 Fund—I Class | 5,200 | 3,836 | 70 | — | 1,141 | 842 | 10 | — |
Retirement I 2060 Fund—I Class | 5,200 | 3,796 | 70 | — | 1,141 | 833 | 10 | — |
Retirement Balanced I Fund—I Class | 5,200 | 3,829 | 70 | — | 1,141 | 841 | 10 | — |
Retirement Income 2020 | — | 7,267 | — | — | — | 1,595 | — | — |
Science & Technology | 26,385 | 31,204 | 232 | — | 4,209 | 6,522 | 125 | — |
Short-Term Bond | 28,453 | 25,942 | 848 | — | 5,565 | 5,655 | 134 | — |
Short-Term | 14,704 | 4,842 | 848 | — | 3,371 | 1,480 | 134 | — |
Small-Cap Index | 12,617 | 13,556 | — | — | 1,948 | 3,670 | 79 | — |
Small-Cap Stock | 28,522 | 22,902 | 232 | — | 5,537 | 4,679 | 125 | — |
Small-Cap Value | 24,564 | 32,180 | 232 | — | 12,485 | 5,389 | 125 | — |
Spectrum Growth | 10,215 | 12,104 | 232 | — | 2,192 | 2,596 | 125 | — |
Spectrum Income | 12,663 | 13,091 | 232 | — | 2,676 | 2,800 | 125 | — |
Spectrum International | 7,972 | 11,279 | 232 | — | 1,754 | 2,425 | 125 | — |
Summit Municipal Income | 15,230 | 22,659 | 389 | — | 3,416 | 4,969 | 128 | — |
Summit Municipal Intermediate | 22,801 | 26,035 | 389 | — | 4,856 | 5,696 | 128 | — |
Summit Municipal Money Market | 12,932 | 16,534 | 389 | — | 2,972 | 3,629 | 128 | — |
Target 2005 | 11,674 | (888)(a) | 848 | — | 1,930 | — | 134 | — |
Target 2010 | 11,684 | (879)(a) | 848 | — | 1,932 | — | 134 | — |
Target 2015 | 11,719 | (848)(a) | 848 | — | 1,938 | — | 134 | — |
Target 2020 | 11,731 | (834)(a) | 848 | — | 1,940 | — | 134 | — |
PAGE 113
Fund | Audit Fees | Audit Related Fees | Tax Fees | All Other Fees | ||||
Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | Previous Fiscal Year | Current Fiscal Year | |
Target 2025 | 11,713 | (847)(a) | 848 | — | 1,937 | — | 134 | — |
Target 2030 | 11,717 | (846)(a) | 848 | — | 1,938 | — | 134 | — |
Target 2035 | 11,693 | (867)(a) | 848 | — | 1,933 | — | 134 | — |
Target 2040 | 11,688 | (872)(a) | 848 | — | 1,932 | — | 134 | — |
Target 2045 | 11,683 | (880)(a) | 848 | — | 1,931 | — | 134 | — |
Target 2050 | 11,675 | (887)(a) | 848 | — | 1,930 | — | 134 | — |
Target 2055 | 11,673 | (891)(a) | 848 | — | 1,929 | — | 134 | — |
Target 2060 | 8,617 | 3,934 | 229 | — | 970 | 1,059 | 33 | — |
Tax-Efficient Equity | 14,922 | 33,847 | 75 | — | 3,349 | 7,058 | 123 | — |
Tax-Exempt Money | 14,604 | 22,114 | 75 | — | 3,221 | 4,298 | 123 | — |
Tax-Free High Yield | 27,008 | 27,421 | 75 | — | 4,982 | 6,111 | 123 | — |
Tax-Free Income | 19,227 | 29,032 | 75 | — | 4,180 | 5,969 | 123 | — |
Tax-Free Short-Intermediate | 21,956 | 26,504 | 75 | — | 3,917 | 5,922 | 123 | — |
Total Equity Market Index | 16,263 | 18,466 | 232 | — | 3,615 | 4,001 | 125 | — |
Total Return | — | 6,521 | — | — | — | 603 | — | — |
Treasury Reserve | 72,008 | 86,663 | 1,696 | — | 14,747 | 18,890 | 268 | — |
U.S. Bond Enhanced Index | 13,982 | 22,076 | 389 | — | 3,172 | 4,843 | 128 | — |
U.S. High Yield | — | 18,596 | — | — | — | 206 | — | — |
U.S. Large-Cap Core | 18,943 | 18,045 | 232 | — | 3,352 | 3,913 | 125 | — |
U.S. Treasury Intermediate | 12,863 | 15,086 | 848 | — | 3,045 | 3,281 | 134 | — |
U.S. Treasury Long-Term | 12,634 | 15,039 | 848 | — | 3,000 | 3,270 | 134 | — |
U.S. Treasury Money | 16,838 | 20,534 | 848 | — | 3,792 | 4,472 | 134 | — |
Ultra Short-Term Bond | 13,152 | 1,970 | 848 | — | 3,096 | — | 134 | — |
Value | 43,707 | 27,536 | 232 | — | 9,105 | 5,895 | 125 | — |
Virginia Tax-Free Bond | 15,660 | 30,737 | 75 | — | 3,450 | 5,845 | 123 | — |
(a) Amount shown is negative due to a correction in fees accrued versus fees actually paid by the fund.
PAGE 114
Exhibit 1
T. ROWE PRICE FUNDS
(each a “fund” and collectively, the “funds” or “Price Funds”)
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PAGE 113
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PAGE 116
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PAGE 117
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PAGE 118
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PAGE 119
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PAGE 120
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PAGE 121
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PAGE 122
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PAGE 121
T. ROWE PRICE FUNDS
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 25, 2018
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF DIRECTORS
By my signature below, I appoint Edward C. Bernard and David Oestreicher as proxies to vote all the shares of the Fund or Funds named below that I am entitled to vote at the Joint Special Meeting of Shareholders to be held on July 25, 2018 at 8:00 a.m., ET at the headquarters of T. Rowe Price, 100 East Pratt Street, Baltimore, MD 21202, and at any adjournments of the meeting. Messrs. Bernard and Oestreicher may vote my shares, and they may appoint substitutes to vote my shares on their behalf. I instruct Messrs. Bernard and Oestreicher to vote this proxy as specified on the reverse side, and I revoke any previous proxies that I have executed. The proxies will vote any other matters that arise at the meeting in accordance with their best judgment. I acknowledge receipt of the Fund’s or Funds’ Notice of Joint Special Meeting of Shareholders and proxy statement.
IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS
for the Joint Special Meeting of Shareholders on July 25, 2018.
The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/trp-29734
VOTE ON THE INTERNET
Log on to:
or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE VIA THE TELEPHONE: 1-800-337-3503
TRP_29734_040418
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TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
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A. Proposals
1a. Election of four (4) Directors:
To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided.
01. Teresa Bryce Bazemore 02. Ronald J. Daniels 03. David Oestreicher 04. Robert W. Sharps
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1b. Election of (4) Directors:
To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided.
01. Teresa Bryce Bazemore 02. Ronald J. Daniels 03. David Oestreicher 04. Edward A. Wiese
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2.Amend the Fund’s investment objective.
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3.Amend the Fund’s fundamental policy on commodities.
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4. Amend the Fund’s industry concentration policy.
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5. Reclassify the Fund’s diversification status from diversified to nondiversified.
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6. To transact such other business as may properly come before the Shareholder Meeting and any adjournments or postponements thereof.
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD
B. Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within thebox
608999900109999999999
T. ROWE PRICE FUNDS
JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 25, 2018
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARDS OF DIRECTORS
INSURANCE COMPANY DROP-IN
The above-referenced insurance company (the “Company”) is using this Voting Instruction Card to solicit voting instructions from its contract owners who hold unit values in a separate account of the Company that invests in the below-named fund(s) (the “Fund”).
The undersigned contract owner instructs the Company to vote, at the Joint Special Meetingoffices of Shareholders and at any adjournments or postponements thereof (the “Meeting”), all shares of the Fund(s) attributable to his or her contract or interest in the relevant separate account as directed below. The undersigned acknowledges receipt of the Fund’s Notice of Joint Special Meeting of Shareholders and Proxy Statement.
IMPORTANT NOTICE
REGARDING THE AVAILABILITY OF PROXY MATERIALS
for the Joint Special Meeting of Shareholders on July 25, 2018.
The Proxy Statement for this meeting is available at:
https://www.proxy-direct.com/trp-29734
VOTE ON THE INTERNET
Log on to:
or scan the QR code
Follow the on-screen instructions
available 24 hours
VOTE VIA THE TELEPHONE: 1-800-298-8476
TRP_29734_040418_VI
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TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X
A
A. Proposals
1a. Election of four (4) Directors:
To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided.
01. Teresa Bryce Bazemore 02. Ronald J. Daniels 03. David Oestreicher 04. Robert W. Sharps
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1b. Election of (4) Directors:
To withhold authority to vote for any individual nominee(s) mark the box “FOR ALL EXCEPT” and write the nominee number(s) on the line provided.
01. Teresa Bryce Bazemore 02. Ronald J. Daniels 03. David Oestreicher 04. Edward A. Wiese
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2.Amend the Fund’s investment objective.
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3.Amend the Fund’s fundamental policy on commodities.
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4. Amend the Fund’s industry concentration policy.
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5. Reclassify the Fund’s diversification status from diversified to nondiversified.
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6. To transact such other business as may properly come before the Shareholder Meeting and any adjournments or postponements thereof.
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS VOTING INSTRUCTION CARD
B. Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below
Note: Please sign exactly as your name(s) appear(s) on this voting instruction card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.
Date (mm/dd/yyyy) — Please print date below Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within thebox
608999900109999999999
IMPORTANT PROXY INFORMATION
Your Vote Counts
PLEASE USE THE 14-DIGIT CONTROL NUMBER &8-DIGIT SECURITY CODE LISTED IN THE BOXESBELOW WHEN REQUESTING MATERIAL VIA THE TELEPHONE & INTERNET. When you are ready to vote, you can use the same Control Number & Security Code to record your vote.
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As a shareholder, it is important for you to vote!
On the back of this Notice, you will find a summary of the proposals that require a shareholder vote at the Shareholder Meeting.
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet or by mail and is NOT a form for voting. We encourage you to access and review all of the important information contained in the proxy materials before voting.
The Joint Proxy Statement for this Shareholder Meeting and Form of Proxy Card are available at:
https://www.proxy-direct.com/trp-29734
If you want to receive a paper copy of the proxy materials or an email with a link to the proxy materials, you must request them. There is no charge to you for requesting a copy. Paper materials will be mailed to the address on file within three business days of receipt of the request. Please make your request as soon as possible, but no later than July 16, 2018, to facilitate timely delivery. The Joint Special Meeting of Shareholders of T. Rowe Price Funds will be held on July 25, 2018,Associates, Inc., located at 8:00 a.m., ET, at the headquarters of T. Rowe Price, 100 East Pratt Street, Baltimore, MDMaryland 21202. To obtain directions to be able to attend the Shareholder Meeting and vote in person, call 1-866-392-1489.
ONLINE MATERIAL ACCESS AND PAPER COPY REQUESTS CAN BE MADE UTILIZING ONE OF THE THREE METHODS BELOW.
YOU ALSO CAN ELECT A PERMANENT DELIVERY PREFERENCE FOR FUTURE SHAREHOLDER MEETINGS USING THE ONLINE ACCESS INSTRUCTIONS BELOW.
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Your Fund Holdings:
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The following matters will be considered at the Shareholder Meeting:
1a. Election of four (4) directors.
1b. Election of four (4) directors.
2. Amend the Fund’s investment objective.
3. Amend the Fund’s fundamental policy on commodities.
4. Amend the Fund’s industry concentration policy.
5. Reclassify the Fund’s diversification status from diversified to nondiversified.
6. To transact such other business as may properly come before the Shareholder Meeting and any adjournments or postponements thereof.
If you wish to attend and vote at the Shareholder Meeting, please bring this Notice and proper photo identification withhave not already voted on these proposals, we encourage you to follow the Meeting.
Please refer to the Proxy Materials for further details on the proposals.
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PAPER COPY REQUESTS SHOULD BE MADE NO LATER THAN JULY 16, 2018, TO FACILITATE TIMELY DELIVERY.
Common Questions about Notice and Access
Why am I receiving a Notice of Internet Availability instead of a Proxy Card and Proxy Statement?
Your Fund(s) has elected to utilize a distribution model authorized by the Securities and Exchange Commission (“SEC”) in 2007. This model, known as Notice and Access, allows mutual funds and public companies to send you a Notice instead of a full set of printed proxy materials. As a shareholder, you can select the means by which you access those proxy materials. You can view the materials online, or request a full set of printed materials for this Shareholder Meeting and all future shareholder meetings, or you can make that choice on a case-by-case basis.
How do I access the materials, set my preference for future shareholder meeting materials, and record my vote?
On the front side of this Notice are easy-to-followvoting instructions on how to access proxy materials electronically or request a full set of printed materials.
When you are ready to vote, electronic voting is available by Internet or Touch Tone Phone by using the Control Number and Security Code on the front of this Notice. The Touch Tone voting phone number is different from the ordering phone number and is displayed on the website. If you want to vote via U.S. Mail, you will need to request a paper copy of the materials to receive a Proxy Card and Return Envelope.
You can set your delivery preferences for future shareholder meetings by recording your vote electronically and following the instructions on the confirmation screen.
If I request printed proxy materials, how long will it take for me to receive them?
The SEC rule requires that the materials be sent via first class mail within three business days of receipt of your request.
TRP_29734_NA_040418
Shareholder Meeting and Proxy Vote
On July 25, 2018, 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”) will hold a joint special shareholder meeting to consider and act upon proposals that impact the T. Rowe Price Funds, including the election of new Fund directors and, for certain T. Rowe Price Funds, investment objective and/or policy changes.
In the enclosed proxy materials, you will find everything you need to vote in this important campaign.
HOW TO VOTE
Voting is easy! There are a number of ways you can vote:
§Online: Simply scan the QR code or log on to the website listedincluded on the proxy card and follow the instructions on the screen. If you received athat was included with your proxy statement via email, click the link to vote supplied in the email.materials.
§By phone: Call the number listed on the proxy card and follow the recorded instructions. Voting is available 24 hours a day.
§By Mail: Vote, sign, and date the enclosed proxy card and return it in the postage paid envelope provided as soon as possible.
§In person: Attend the shareholder meeting in Baltimore, Maryland, on July 25, 2018.
IMPORTANT: As soon as your vote is registered, all calls and solicitations of your vote will cease.By voting promptly, you will save the Funds from having to do additional solicitations, which can be costly.
THE PROPOSALS
1. Elect fourThe directors for every T. Rowe Price Fund who have not previously been elected by shareholders
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, three of whom already serve on the boards of the T. Rowe Price Funds.
2. Amend the investment objective of three Funds
The proposed amendments seek to modernize and simplify the investment objective of each Fund to provide it with greater long-term flexibility. There will be no material changes to the Fund’s current investment program, or overall risk profile, as a result of these changes.
3. Amend the fundamental policy on commodities of nine Funds
The proposed, modernized policy is intended to clarify the Funds’ authority to enter into a variety of derivative transactions relating to commodities. This change would align the Funds’ policy on commodities with other T. Rowe Price Funds.
201804-460670
4. Amend the industry concentration policy of the Emerging Europe Fund
The emerging Europe investable universe can have significant concentration in a single industry, given its limited geographic scope and underdeveloped nature. By adjusting the industry concentration policy to allow the Fund to concentrate in any industry that the emerging Europe investible universe concentrates, T. Rowe Price believes that the Fund can better capitalize on investment opportunities.
5. Reclassify the diversification status of ten sector Funds from diversified to nondiversified
Sector Funds tend to have more concentrated benchmarks with limited investable opportunity sets. The proposed change to each Fund’s diversification policy will provide each sector Fund with greater flexibility, but will not substantially affect the way each Fund is managed.
You can find more information on each of these proposals in the enclosed proxy materials.
FREQUENTLY ASKED QUESTIONS
§ WHAT IS A PROXY VOTE?
Prior to any shareholder meeting, shareholders receive proxy materials, which notify them of an upcoming meeting, and provide detailed information on certain proposals on which they will be asked to vote at the upcoming meeting. Voting by proxy allows shareholders to exercise their right to vote without attending the shareholder meeting in person. You can vote easily by following the instructions included with your proxy materials and proxy card.
§ WHY DO MUTUAL FUNDS SEND PROXY MATERIALS AND ASK SHAREHOLDERS TO VOTE?
Under Securities and Exchange Commission (“SEC”) regulations, mutual funds are required to seek shareholder approvalseeking your vote on certain fund changes, including, for example, the election of new fund directors. Mutual fund directors or whetheroversee the funds and are responsible for looking after the interests of shareholders. In addition to the election of directors, we are seeking your vote on certain investment policies should be modified.policy proposals for some of the funds that will help T. Rowe Price manage the funds more effectively. The SEC requires mutual fundsProxy Statement we sent to send proxy materials wheneveryou contains important information regarding each of the proposals that you and other shareholders are being asked to vote. These materials are enclosed,consider.
You should have received your proxy statement and they provide important details onproxy card by U.S. mail or by email if you owned shares of at least one T. Rowe Price fund as of April 26, 2018, which is the proposals and how you can vote.
§ WHY IS IT IMPORTANT?record date for the proxy.
Each T. Rowe Price Fundfund is owned by its shareholders, so, no matter how many shares you own, your participationvote is important. SEC regulations require that a specific percentage of shareholders vote in orderimportant to approve or reject certain proposals, and each Fund’s governing documents require a certain number of shareholders be present at the meeting in person or by proxy in order to reach a quorumus.
Thank you for the transaction of business. If many shareholders choose not to vote by proxy, the Price Funds might not have a sufficient number of shareholders present at the meeting to reach a quorum and conduct the shareholder meeting in July. If that appears likely to happen, theinvesting with T. Rowe Price Funds will have to send additional mailings to shareholders to try to get more votes—a process that would be very costly for the Funds and for you, as a shareholder. By voting early, you help limit the additional costs associated with soliciting your vote.proxy.
§ WHAT IS THE DEADLINE FOR SUBMITTING MY VOTE?
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.
201804-460670
§Vote your proxy today
Mobile WHAT IS A PROXY SOLICITOR, AND WHAT IS ITS ROLE?| Privacy Policy | Legal Information | Security Measures
A proxy solicitor, also knownT.Rowe Price will never ask for sensitive personal information such as a proxy tabulator,Social Security number, a PIN, account numbers, or a password in an email.
This email is a company that works on behalf of a mutual fund firmbeing sent to assist with the delivery of proxy materials, coordination of voting processes, the tabulation of votesyou because you requested to determine whether sufficient votes have been received for shareholder approval (or rejection), and, sometimes, solicitation of additional votes to ensure that a quorum is reached. Thereceive communications via email. To modify your customer profile, select new email options, or fully unsubscribe from T. Rowe Price Funds have selected Computershareemail, click here.
You cannot reply to performthe sender of this function on their behalfemail. Contact us with your questions and comments about our services:
§Email: WHAT HAPPENS IF I DO NOT VOTE?info@troweprice.com
§Call: Because regulations require that certain proposals receive a certain number of votes, Computershare, 1-800-225-5132
U.S. Mail: T. Rowe Price’s proxy solicitor, may reach outPrice, Account Services, P.O. Box 17300, Baltimore, Maryland 21297-1300
T. Rowe Price has invested in safeguards to you by phone or email if you do not vote promptly.ensure your information is kept secure and confidential. Please be advised that they may call multiple timestake a moment to solicit and record your vote.review the T. Rowe Price These calls and emails will cease as soon as your vote is registered.
HOW DO I VOTE?Privacy Policy.
It’s easy! Follow the instructions on the enclosed proxy card to vote online (the fastest and easiest way to vote)Copyright 2018, T. Rowe Price Investment Services, Inc., send in your vote by U.S. Mail, provide your vote by telephone, or attend the shareholder meeting in person.Distributor. All rights reserved.
201804-460670C11FQNXYB II 201805-508052
