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T. Rowe Price U.S. Equity Research Fund

Filed: 11 Jul 13, 8:00pm

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant [X]

Filed by a party other than the Registrant [ ]

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/X/ Preliminary Proxy Statement

// Definitive Proxy Statement

// Definitive Additional Materials

// Soliciting Material pursuant to Rule 14a-11(c) or Section Rule 14a-12

// Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) (2))

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 Opportunity Fund, Inc. 033-56015/811-07225

T. Rowe Price Corporate Income Fund, Inc. 033-62275/811-07353

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. 333-109958/811-21454

T. Rowe Price Diversified Small-Cap Growth Fund, Inc. 333-26323/811-08203

T. Rowe Price Dividend Growth Fund, Inc. 033-49187/811-7055

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 Real Estate Fund, Inc. 333-153130/811-22218

T. Rowe Price Global Technology Fund, Inc. 333-40086/811-09995

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 Focused Bond Fund, Inc. 333-136805/811-21919

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 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 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 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 Prime Reserve Fund, Inc. 002-54926/811-2603

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 Strategic Income Fund, Inc. 333-154155/811-22243

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 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

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Proxy Information

This proxy material concerns the:

T. Rowe Price Family of Funds

Dear Shareholder:

We cordially invite you to attend an annual shareholder meeting of the T. Rowe Price Funds on Tuesday, October 22, 2013. There are several items on the agenda. We ask you to read the enclosed information carefully and to submit your vote.

The following matters will be considered and acted upon. More information on each proposal is included in the enclosed materials.

· Proposal No. 1 - All Funds. Elect directors to serve on the Boards of the funds until the next annual meeting, if any, or until their successors are elected and qualified.

· Proposal No. 2 - Dividend Growth Fund, Equity Income Portfolio, Equity Index 500 Fund, Equity Index 500 Portfolio, Extended Equity Market Index Fund, Growth & Income Fund, Growth Stock Fund, International Growth & Income Fund. Change the investment objectives of the funds.

· Proposal No. 3 - Summit Municipal Income Fund and Summit Municipal Intermediate Fund. Eliminate certain fundamental investment restrictions.

· Proposal No. 4 - All Funds (other than Global Allocation Fund, Institutional Long Duration Credit Fund, and the T. Rowe Price money market funds). Adopt a new fundamental policy regarding commodities.

· Transact any other business that may properly come before the meeting.

Several directors have retired over the past few years and new directors have been added, so it has become necessary to seek shareholder approval to elect Boards for the funds. If all proposed nominees are elected, each Board will be composed of at least 75% independent directors and the same independent directors would serve on each fund’s Board. Most of the directors standing for election already serve on the Boards of the T. Rowe Price Funds. We are also taking the opportunity to seek shareholder approval to make changes to certain funds’ investment policies. You are being asked to vote on those proposals only if you own shares of those funds.

You are receiving these combined proxy materials for any fund(s) you own that are organized under Maryland law. We have combined all of the above proposals into this single proxy statement for the funds organized under Maryland law to reduce fund expenses associated with doing a separate


mailing for each impacted fund. However, please note that this proxy statement pertains only to the T. Rowe Price Funds that are listed on the accompanying Notice of Annual Meeting. There are other T. Rowe Price Funds that are organized under Massachusetts law for which proxy materials have not been included. If you own shares of those funds, you will receive another letter and proxy statement in early September with instructions on how to vote your shares of those funds. Although the proposal to elect directors is common to all T. Rowe Price Funds, the funds organized in Maryland are permitted to send their proxy materials earlier, which affords more time to complete these administrative procedures.

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

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

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

Sincerely,

Edward C. Bernard
Chairman of the Board

PAGE 1


Notice of Annual Meeting of Shareholders

  

T. Rowe Price Family of Funds

T. Rowe Price Funds
100 East Pratt Street
Baltimore, MD 21202

 

Patricia B. Lippert
Secretary

 

August 2, 2013

 

Notice is hereby given that an annual meeting of shareholders of the T. Rowe Price family of funds will be held on Tuesday, October 22, 2013, at 8:00 a.m., Eastern time, at the New York Palace Hotel, 455 Madison Avenue, New York, New York 10022. The following matters will be considered and acted upon at that time:

 

1. To elect directors to serve on the Boards of the funds until the next annual meeting, if any, or until their successors shall have been duly elected and qualified;

2. To change the investment objectives for the Dividend Growth Fund; Equity Income Portfolio; Equity Index 500 Fund; Equity Index 500 Portfolio; Extended Equity Market Index Fund; Growth & Income Fund; Growth Stock Fund; and International Growth & Income Fund;

3. To eliminate the fundamental policy prohibiting the purchase of equity securities and securities convertible into equity securities for each of the Summit Municipal Income Fund and the Summit Municipal Intermediate Fund;

4. To revise the fundamental policy regarding commodities that applies to all of the T. Rowe Price Funds (other than the Global Allocation Fund, Institutional Long Duration Credit Fund, and any of the T. Rowe Price money market funds); and

5. To transact such other business as may properly come before the meeting and any adjournments thereof.

 

Only shareholders of record at the close of business on July 24, 2013, are entitled to notice of, and to vote at, this meeting or any adjournment thereof. The Boards of Directors of the funds recommend that you vote in favor of all the proposals.

PATRICIA B. LIPPERT

PAGE 2


 

YOUR VOTE IS IMPORTANT

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

1. Vote by Internet.*

· Read the proxy statement.

· Go to the proxy voting link found on your proxy card.

· Enter the control number found on your proxy card.

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

2. Vote by telephone.*

· Read the proxy statement.

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

· Enter the control number found on your proxy card.

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

3. Vote by mail.

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

*If you vote by telephone or access the Internet voting site, your vote must be received no later than 7:59 a.m. on October 22, 2013.

Your prompt response will help assure a quorum at the meeting and avoid the additional expenses to the funds of further solicitation.

PAGE 3


Annual Meeting of Shareholders — October 22, 2013

T. ROWE PRICE FAMILY OF FUNDS

(each a “fund” and collectively, the “funds” or “Price Funds”)

  

T. Rowe Price Balanced Fund, Inc.

T. Rowe Price Blue Chip Growth Fund, Inc. and its Advisor and R Classes

T. Rowe Price Capital Opportunity Fund, Inc. and its Advisor and R Classes

T. Rowe Price Corporate Income Fund, Inc.

T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

T. Rowe Price Dividend Growth Fund, Inc. and its Advisor Class

T. Rowe Price Equity Series, Inc.

consisting of its series:

T. Rowe Price Blue Chip Growth Portfolio and its II Class

T. Rowe Price Equity Income Portfolio and its II Class

T. Rowe Price Equity Index 500 Portfolio

T. Rowe Price Health Sciences Portfolio and its II Class

T. Rowe Price Mid-Cap Growth Portfolio and its II Class

T. Rowe Price New America Growth Portfolio

T. Rowe Price Personal Strategy Balanced Portfolio

T. Rowe Price Financial Services Fund, Inc.

T. Rowe Price Fixed Income Series, Inc.

consisting of its series:

T. Rowe Price Limited-Term Bond Portfolio and its II Class

T. Rowe Price Prime Reserve Portfolio

T. Rowe Price Floating Rate Fund, Inc. and its Advisor Class

T. Rowe Price Global Allocation Fund, Inc. and its Advisor Class

T. Rowe Price Global Real Estate Fund, Inc. and its Advisor Class

T. Rowe Price Global Technology Fund, Inc.

T. Rowe Price Growth & Income Fund, Inc.

T. Rowe Price Growth Stock Fund, Inc. and its Advisor and R Classes

T. Rowe Price Health Sciences Fund, Inc.

T. Rowe Price High Yield Fund, Inc. and its Advisor Class

T. Rowe Price Index Trust, Inc.

consisting of its series:

T. Rowe Price Equity Index 500 Fund

T. Rowe Price Extended Equity Market Index Fund

T. Rowe Price Total Equity Market Index Fund

T. Rowe Price Inflation Focused Bond Fund, Inc.

T. Rowe Price Inflation Protected Bond Fund, Inc.

T. Rowe Price Institutional Equity Funds, Inc.

consisting of its series:

T. Rowe Price Institutional Large-Cap Core Growth Fund

T. Rowe Price Institutional Large-Cap Growth Fund

T. Rowe Price Institutional Large-Cap Value Fund

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

T. Rowe Price Institutional Small-Cap Stock Fund

 T. Rowe Price Institutional U.S. Structured Research Fund

T. Rowe Price Institutional Income Funds, Inc.

consisting of its series:

T. Rowe Price Institutional Core Plus Fund and its F Class

T. Rowe Price Institutional Floating Rate Fund and its F Class

T. Rowe Price Institutional High Yield Fund

T. Rowe Price Institutional Long Duration Credit Fund

PAGE 4


  

T. Rowe Price Institutional International Funds, Inc.

consisting of its series:

T. Rowe Price Institutional Africa & Middle East Fund

T. Rowe Price Institutional Emerging Markets Bond Fund

T. Rowe Price Institutional Emerging Markets Equity Fund

T. Rowe Price Institutional Global Equity Fund

T. Rowe Price Institutional Global Large-Cap Equity Fund

T. Rowe Price Institutional Global Large-Cap Value Fund

T. Rowe Price Institutional Global Value Equity Fund

T. Rowe Price Institutional International Bond Fund

T. Rowe Price Institutional Concentrated International Equity Fund

T. Rowe Price Institutional International Core Equity Fund

T. Rowe Price Institutional International Growth Equity Fund

T. Rowe Price International Funds, Inc.

consisting of its series:

T. Rowe Price Africa & Middle East Fund

T. Rowe Price Emerging Europe Fund

T. Rowe Price Emerging Markets Bond Fund

T. Rowe Price Emerging Markets Corporate Bond Fund and its Advisor Class

T. Rowe Price Emerging Markets Local Currency Bond Fund and its Advisor Class

T. Rowe Price Emerging Markets Stock Fund

T. Rowe Price European Stock Fund

T. Rowe Price Global Infrastructure Fund and its Advisor Class

T. Rowe Price Global Large-Cap Stock Fund and its Advisor Class

T. Rowe Price Global Stock Fund and its Advisor Class

T. Rowe Price International Bond Fund and its Advisor Class

T. Rowe Price International Discovery Fund

T. Rowe Price International Growth & Income Fund and its Advisor and R Classes

T. Rowe Price International Stock Fund and its Advisor and R Classes

T. Rowe Price Japan Fund

T. Rowe Price Latin America Fund

T. Rowe Price New Asia Fund

T. Rowe Price Overseas Stock Fund

T. Rowe Price International Index Fund, Inc.

consisting of its series:

T. Rowe Price International Equity Index Fund

T. Rowe Price International Series, Inc.

consisting of its series:

T. Rowe Price International Stock Portfolio

T. Rowe Price Media & Telecommunications Fund, Inc.

T. Rowe Price Mid-Cap Growth Fund, Inc. and its Advisor and R Classes

T. Rowe Price Mid-Cap Value Fund, Inc. and its Advisor and R Classes

T. Rowe Price Multi-Sector Account Portfolios, Inc.

consisting of its series:

T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio

T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

T. Rowe Price New Era Fund, Inc.

T. Rowe Price New Horizons Fund, Inc.

T. Rowe Price New Income Fund, Inc. and its Advisor and R Classes

T. Rowe Price Personal Strategy Funds, Inc.

consisting of its series:

T. Rowe Price Personal Strategy Balanced Fund

T. Rowe Price Personal Strategy Growth Fund

T. Rowe Price Personal Strategy Income Fund

T. Rowe Price Prime Reserve Fund, Inc.

T. Rowe Price Real Assets Fund, Inc.

T. Rowe Price Real Estate Fund, Inc. and its Advisor Class

T. Rowe Price Reserve Investment Funds, Inc.

consisting of its series:

T. Rowe Price Government Reserve Investment Fund

T. Rowe Price Reserve Investment Fund

T. Rowe Price Short-Term Reserve Fund

PAGE 5


  

T. Rowe Price Retirement Funds, Inc.

consisting of its series:

T. Rowe Price Retirement 2005 Fund and its Advisor and R Classes

T. Rowe Price Retirement 2010 Fund and its Advisor and R Classes

T. Rowe Price Retirement 2015 Fund and its Advisor and R Classes

T. Rowe Price Retirement 2020 Fund and its Advisor and R Classes

T. Rowe Price Retirement 2025 Fund and its Advisor and R Classes

T. Rowe Price Retirement 2030 Fund and its Advisor and R Classes

T. Rowe Price Retirement 2035 Fund and its Advisor and R Classes

T. Rowe Price Retirement 2040 Fund and its Advisor and R Classes

T. Rowe Price Retirement 2045 Fund and its Advisor and R Classes

T. Rowe Price Retirement 2050 Fund and its Advisor and R Classes

T. Rowe Price Retirement 2055 Fund and its Advisor and R Classes

T. Rowe Price Retirement Income Fund and its Advisor and R Classes

T. Rowe Price Science & Technology Fund, Inc. and its Advisor Class

T. Rowe Price Short-Term Bond Fund, Inc.

consisting of its series:

T. Rowe Price Short-Term Bond Fund and its Advisor Class

T. Rowe Price Ultra Short-Term Bond Fund

T. Rowe Price Small-Cap Stock Fund, Inc. and its Advisor Class

T. Rowe Price Small-Cap Value Fund, Inc. and its Advisor Class

T. Rowe Price Spectrum Fund, Inc.

consisting of its series:

Spectrum Growth Fund

Spectrum Income Fund

Spectrum International Fund

T. Rowe Price Strategic Income Fund, Inc. and its Advisor Class

T. Rowe Price Summit Funds, Inc.

consisting of its series:

T. Rowe Price Summit Cash Reserves Fund

T. Rowe Price Summit GNMA Fund

T. Rowe Price Summit Municipal Funds, Inc.

consisting of its series:

T. Rowe Price Summit Municipal Income Fund and its Advisor Class

T. Rowe Price Summit Municipal Intermediate Fund and its Advisor Class

T. Rowe Price Summit Municipal Money Market Fund

T. Rowe Price Tax-Efficient Funds, Inc.

consisting of its series:

T. Rowe Price Tax-Efficient Equity Fund

T. Rowe Price Tax-Exempt Money Fund, Inc.

T. Rowe Price Tax-Free High Yield Fund, Inc. and its Advisor Class

T. Rowe Price Tax-Free Income Fund, Inc. and its Advisor Class

T. Rowe Price Tax-Free Short-Intermediate Fund, Inc.

consisting of its series:

T. Rowe Price Tax-Free Short-Intermediate Fund and its Advisor Class

T. Rowe Price U.S. Bond Enhanced Index Fund, Inc.

T. Rowe Price U.S. Large-Cap Core Fund, Inc. and its Advisor Class

T. Rowe Price U.S. Treasury Funds, Inc.

consisting of its series:

U.S. Treasury Intermediate Fund

U.S. Treasury Long-Term Fund

U.S. Treasury Money Fund

T. Rowe Price Value Fund, Inc. and its Advisor Class

PROXY STATEMENT

This proxy material concerns the funds listed above in the Notice of Annual Meeting of Shareholders. This document provides you with the information you need in order to vote on the matters coming before the annual meeting and is furnished in connection with the solicitation of proxies by the funds. If you have any questions, please feel free to call us toll-free, 1-800-541-5910.

PAGE 6


Who is asking for my vote?

The Boards of Directors (the “Boards”) of the funds, as well as the funds’ investment adviser, T. Rowe Price Associates, Inc. (“T. Rowe Price”), encourage you to vote on the matters listed in the Notice of Annual Meeting of Shareholders. The votes will be formally counted at the annual meeting on Tuesday, October 22, 2013, and if the annual meeting is adjourned, at any later meeting. You may vote in person at the annual meeting, by Internet, by telephone, or by returning your completed proxy card in the prepaid envelope provided. Please do not mail the proxy card if you are voting by Internet or telephone.

Who is eligible to vote?

Shareholders of record at the close of business on July 24, 2013, (the “record date”) are entitled to one vote for each full share and a proportionate vote for each fractional share of the fund(s) they held as of July 24, 2013. The Notice of Annual Meeting of Shareholders, the proxy card, and the proxy statement (or appropriate notice of where to access these materials) were first mailed to shareholders of record on August 2, 2013. In some cases, the funds may mail only one copy of this proxy statement to households in which more than one person in the household is a fund shareholder of record. If you need additional copies of this proxy statement or if you do not want the mailing of this proxy statement to be combined with those for other members of your household, please contact us at 1-800-541-5910.

Although the annual meeting will be held to elect directors/trustees for all of the Price Funds, this proxy statement applies only to those funds that are organized as Maryland corporations. There are other Price Funds that are organized as Massachusetts business trusts and not listed on the accompanying Notice of Annual Meeting of Shareholders. Proxy materials for the funds organized under Massachusetts law will be mailed separately to shareholders beginning on September 4, 2013. Under Maryland law, shares owned by two or more persons (whether as joint tenants, co-fiduciaries, or otherwise) will be voted as follows, unless a written instrument or court order providing to the contrary has been filed with the fund(s): (1) if only one votes, that vote will bind all; (2) if more than one votes, the vote of the majority will bind all; and (3) if more than one votes and the vote is evenly divided, the vote will be cast proportionately.

What are shareholders being asked to vote on?

At a meeting held on April 24, 2013, the Boards of the funds, including a majority of the independent directors, unanimously approved submitting the following proposals to be considered and acted upon:

PAGE 7


  
  

Proposals

Funds Affected

  

1. Electing directors to serve on the Boards of the funds until the next annual meeting, if any, or until their successors shall have been duly elected and qualified.

All funds

2. Changing the investment objective.

Dividend Growth Fund; Equity Income Portfolio; Equity Index 500 Fund; Equity Index 500 Portfolio; Extended Equity Market Index Fund; Growth & Income Fund; Growth Stock Fund; and International Growth & Income Fund

3. Eliminating the fundamental policy that prohibits the purchase of equity securities and convertible securities.

Summit Municipal Income Fund and Summit Municipal Intermediate Fund

4. Revising the fundamental policy regarding commodities.

All funds (other than Global Allocation Fund, Institutional Long Duration Credit Fund, and money market funds)

5. Transacting such other business as may properly come before the meeting and any adjournments thereof.

All funds

How can I get more information about the funds?

A copy of each fund’s most recent prospectus, annual and semiannual shareholder reports, and Statement of Additional Information are available at no cost through troweprice.com; by calling
1-800-541-5910; or by writing to T. Rowe Price, Three Financial Center, 4515 Painters Mill Road, Owings Mills, MD 21117. Please note that the prospectus and shareholder reports for the Multi-Sector Account Portfolios and Reserve Investment Funds are not available through the T. Rowe Price Web site.

PAGE 8


PROPOSAL NO. 1 — Election of Directors

ALL FUNDS

Why are directors being elected?

Under the Investment Company Act of 1940 (the “1940 Act”), a certain percentage of each Board must be elected by shareholders. Due to the retirement of several directors over the past few years and vacancies having been filled by action of the Boards, it has become necessary for the funds to hold a shareholder meeting in order to add any new directors or replace any current directors. All of the present Boards are composed of at least 75% independent directors and that will continue to be the case if the proposed nominees are elected.

If the entire slates are approved, there will be ten independent directors and two interested directors on each fund Board. An important benefit of these elections is that the same independent directors/trustees will serve on the Boards of all of the Price Funds. This approach is designed to provide effective governance by exposing the directors/trustees to a wider range of business issues and market trends, allowing the directors/trustees to better share their knowledge, background, and experience, and permitting the Boards to operate more efficiently, particularly with respect to matters common to all funds.

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

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

The Boards of the Price Funds held five regularly scheduled formal meetings during calendar year 2012. Each director/trustee attended 75% or more of the meetings of the Price Funds held in 2012. The funds are not required to hold an annual meeting of shareholders. Accordingly, no annual meeting of shareholders shall be held in any year in which is not otherwise required to be held unless the Boards determine otherwise. If an annual meeting is held, the policy is that all directors/trustees should attend, subject to availability. Although the Boards have direct responsibility over various matters (such as approval of advisory contracts and review of fund performance), each Board also exercises certain of its oversight responsibilities through several committees that it has established and which report back to the full Board. The Boards believe that a committee structure is an effective means to permit directors/trustees to focus on particular operations or issues affecting the

PAGE 9


funds, including risk oversight. Each Board currently has three standing committees, a Committee of Independent Directors, a Joint Audit Committee, and an Executive Committee, which are described in greater detail in the following paragraphs.

The Committee of Independent Directors, which consists of all of the independent directors of the funds, is responsible for, among other things, reviewing and selecting candidates for election as independent directors/trustees to fill vacancies on each fund’s Board. Anthony W. Deering, as the lead independent director, serves as chairman of the committee. The committee will consider written recommendations from shareholders for possible nominees. Shareholders should submit their recommendations to the secretary of the funds. The committee met five times in 2012 in conjunction with the full Board.

The Joint Audit Committee consists of only independent directors/ trustees. The current members of the committee are Anthony W. Deering, Robert J. Gerrard, Jr., John G. Schreiber, and Mark R. Tercek. Mr. Tercek serves as chairman of the committee. The Joint Audit Committee holds three regular meetings during each fiscal year. Two of the meetings include the attendance of the independent registered public accounting firm of the Price Funds as the Joint Audit Committee reviews: (1) the services provided; (2) the findings of the most recent audits; (3) management’s response to the findings of the most recent audits; (4) the scope of the audits to be performed; (5) the accountants’ fees; and (6) any accounting, valuation, tax, or compliance questions relating to particular areas of the Price Funds’ operations or the operations of parties dealing with the Price Funds, as circumstances indicate. A third meeting is devoted primarily to a review of the risk management program of the funds’ investment adviser. The Joint Audit Committee met three times in 2012.

The Executive Committee, which consists of the interested directors/trustees, has been authorized by its respective Board to exercise all powers of the Boards of the funds in the intervals between regular meetings of the Boards, except for those powers prohibited by statute from being delegated. All actions of the Executive Committee must be approved in advance by one independent director/trustee and reviewed after the fact by the full Board. The Executive Committee for each fund does not hold regularly scheduled meetings. The Executive Committee was not called upon to take any action on behalf of any funds during 2012.

Like other mutual funds, the funds are subject to risks, including investment, compliance, operational and valuation risks, among others. The Boards oversee risk as part of their oversight of the funds. Risk oversight is addressed as part of various Board and committee activities. The Board, directly or through its committees, interacts with and reviews reports from, among others, the investment adviser or its affiliates, the funds’ Chief Compliance Officer, the funds’ independent registered public accounting firm, legal counsel, and internal auditors for T. Rowe Price or

PAGE 10


its affiliates, as appropriate, regarding risks faced by the funds and the risk management programs of the investment adviser and certain other service providers. Also, the Joint Audit Committee receives periodic reports from members of the investment adviser’s Risk Management Oversight Committee on the significant risks inherent to the adviser’s business, including aggregate investment risks, reputational risk, business continuity risk, and operational risk. The actual day-to-day risk management functions with respect to the funds are subsumed within the responsibilities of the investment adviser, its affiliates that serve as investment sub-advisers to the funds, and other service providers (depending on the nature of the risk) that carry out the funds’ investment management and business affairs. Although the risk management policies of T. Rowe Price and its affiliates, and the funds’ other service providers, are reasonably designed to be effective, those policies and their implementation vary among service providers over time, and there is no guarantee that they will always be effective. Not all risks that may affect the funds can be identified. Processes and controls developed may not eliminate or mitigate the occurrence or effects of all risks, and some risks may be simply beyond any control of the funds, T. Rowe Price and its affiliates, or other service providers.

In addition to the Boards and the three standing committees, the directors/trustees have established a Fixed Income Advisory Board with respect to the domestic fixed income Price Funds. The Advisory Board is composed of Robert J. Gerrard, Jr. and Cecilia E. Rouse. Advisory Board members serve in a consultative capacity to the Board of each of the domestic fixed income Price Funds and, in doing so, participate in Board discussions and review Board materials relating to the domestic fixed income Price Funds. However, Advisory Board members are not eligible to vote on any matter presented to the Boards of the domestic fixed income Price Funds and have no power to act on behalf of or bind the directors or any committee of the Board. It should be noted that the relevant Boards have decided to terminate the Fixed Income Advisory Board once the necessary votes are obtained at the annual shareholder meeting, and any adjournments thereto, to elect Mr. Gerrard and Dr. Rouse as directors/trustees of the domestic fixed income Price Funds as well.

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

Who are the nominees for director?

The Boards have proposed the slate of persons listed below and in the tables that follow for election as director, each to hold office until the next annual meeting (if any), retirement, or resignation, or until his or her successor is duly elected and qualified. Shareholders are being asked to elect the directors of their respective fund(s) only.

PAGE 11


A shareholder using the enclosed proxy card 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, it will be voted for all of the nominees. Each of the nominees has agreed to serve as a director if elected; however, should any nominee become unable or unwilling to accept nomination or election, the persons named in the proxy will exercise their voting power in favor of such other person or persons as the Boards may recommend. There are no family relationships among these nominees.

Independent Directors/Trustees. William R. Brody, Anthony W. Deering, Donald W. Dick, Jr., Karen N. Horn, John G. Schreiber and Mark R. Tercek currently serve as independent directors/trustees to all of the Price Funds. Robert J. Gerrard, Jr. and Cecilia E. Rouse currently serve as independent directors/trustees to all of the Price Funds, other than the domestic fixed income Price Funds. Shareholders are being asked to elect all of these current independent directors/trustees to the Boards of all the Price Funds. Shareholders are also being asked to elect Bruce W. Duncan and Paul F. McBride, neither of whom currently serves as independent director/trustee to any of the Price Funds, to the Boards of all the Price Funds.

Theo C. Rodgers, an independent director of the Price Funds since 2005, is retiring from the Boards and will not be standing for reelection.

Interested Directors/Trustees. Interested directors/trustees are considered as such because of their relationships with T. Rowe Price and its affiliates. They are also shareholders of T. Rowe Price Group, Inc., the parent company of the funds’ investment adviser. Edward C. Bernard currently serves as interested director/trustee and Chairman of the Board for all of the Price Funds. Michael C. Gitlin currently serves as interested director/trustee for all of the fixed income Price Funds. Brian C. Rogers currently serves as interested director/trustee for the asset allocation Price Funds and most of the equity Price Funds. Shareholders are being asked to elect Mr. Bernard to the Boards of all of the Price Funds, to elect Mr. Gitlin to each of the Boards of the Price Funds on which he currently serves, and to elect Mr. Rogers to each of the Boards of the Price Funds on which he currently serves as well as those Boards on which John H. Laporte currently serves.

Mr. Laporte, an interested director of certain equity Price Funds since 1985, is retiring from T. Rowe Price and the Boards and will not be standing for reelection.

Each nominee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other nominees, has led to the conclusion that each nominee should serve on the Boards of the Price Funds. Attributes common to all nominees include the ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the funds’ management and counsel and the various service providers to the funds, and to exercise reasonable

PAGE 12


business judgment in the performance of their duties as director. In addition, the actual service and commitment of the directors during their tenure on the funds’ Boards is taken into consideration in concluding that each should continue to serve. A director’s ability to perform his or her duties effectively may have been attained through his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a director of the Price Funds, public companies, or non-profit entities or other organizations; or other experiences.

Each nominee brings a diverse perspective to the Boards. Some of the specific experience, qualifications, and attributes that led to the conclusion that each nominee should serve as director/trustee are set forth below.

Edward C. Bernard has been an interested director/trustee, and Chairman of the Board, of all the Price Funds for the past 7 years. Mr. Bernard has over 24 years of experience in the investment management industry, all of which have been with T. Rowe Price. In addition to his responsibilities with T. Rowe Price and the Price Funds, Mr. Bernard served as chairman (from 2009 to 2011) and is currently the vice chairman of the board of governors of the Investment Company Institute, the national trade association for the mutual fund industry.

William R. Brody has been an independent director/trustee of the Price Funds for the past 4 years. Dr. Brody has substantial experience in the public health and research fields, as well as academia. He has served on the boards of John Hopkins University, Johns Hopkins Health System, Salk Institute for Biological Studies, IBM, and Novartis. He has also served on the boards of a number of other private companies and non-profit entities, including Kool Smiles, Novamed, Stanford University, and the Commonwealth Fund, which funds health services research.

Anthony W. Deering has been an independent director/trustee of the Price Funds for more than 20 years. He currently serves as the lead independent director/trustee and as a member of the Joint Audit Committee. Mr. Deering brings a wealth of financial services and investment management experience to the Boards. He is the former chair and chief executive officer of the Rouse Company and has also served on the boards of a number of public companies, including Deutsche Bank North America, Vornado Real Estate Trust, Mercantile Bank, and Under Armour. He has also served on the boards of a number of private companies and non-profit entities, including the Investment Company Institute, Baltimore Museum of Art, Parks & People Foundation, and the Rouse Company Foundation, among others.

Donald W. Dick, Jr. has been an independent director/trustee of the Price Funds for more than 20 years. He has significant investment and business experience from serving as a principal in a private equity firm and has previously served on the boards of machinery and construction companies.

PAGE 13


Bruce W. Duncan has substantial experience in the fields of commercial real estate and property management. He has served as chief executive officer of First Industrial Realty Trust, as well as held a variety of senior roles and board positions with Starwood Hotels & Resorts.

Robert J. Gerrard, Jr. became an independent director/trustee of certain Price Funds in May 2012 and currently serves as a member of the Joint Audit Committee. He has substantial legal and business experience in the industries relating to communications and interactive data services. He has served on the board and compensation committee for Syniverse Holdings and as general counsel to Scripps Networks.

Michael C. Gitlin has been an interested director/trustee of certain fixed income Price Funds for the past three years. He has served as the Director of Fixed Income for T. Rowe Price since 2009. He joined T. Rowe Price in 2007, where he initially served as the Global Head of Trading until becoming the Director of Fixed Income. Prior to joining T. Rowe Price, he held several roles in the securities industry, including Head of U.S. Equity Sales at Citigroup Global Markets.

Karen N. Horn has been an independent director/trustee of the Price Funds for the past 10 years. Ms. Horn has substantial experience in the financial services industry and the arts. She has served on the boards of a number of public companies, including Brock Capital Group, Eli Lilly, Simon Property Group, the Federal National Mortgage Association, and Norfolk Southern. She has also served on the boards of a number of private companies and non-profit entities, including the National Bureau of Economic Research and the Florence Griswold Museum.

Paul F. McBride has served in various management and senior leadership roles with the Black & Decker Corporation and General Electric. He has also served on the boards of a number private companies and non-profit entities, including Dunbar Armored, Gilman School, and Living Classrooms Foundation.

Brian C. Rogers has been an interested director/trustee of certain Price Funds for more than 20 years. Mr. Rogers has served in a variety of senior leadership roles since joining T. Rowe Price in 1982. Prior to that, he was employed by Bankers Trust Company. In addition to his various offices held with T. Rowe Price and its affiliates, he serves as the portfolio manager of the Equity Income Fund and Equity Income Portfolio, and as a member of the T. Rowe Price Asset Allocation Committee.

Cecilia E. Rouse became an independent director/trustee of certain Price Funds in May 2012. Dr. Rouse has extensive experience in the fields of higher education and economic research. She has served in a variety of roles at Princeton University, including as a dean, professor and leader of economic research. She has also served on the board of the National Economic Association and as a member of numerous entities, including the President’s Council of Economic Advisors, National Academy of Education, and the Association of Public Policy and Management Policy Council.

PAGE 14


John G. Schreiber has been an independent director/trustee of the Price Funds for more than 20 years and currently serves as a member of the Joint Audit Committee. He brings substantial financial services and investment management experience to the boards. He has served on the boards of General Growth Properties, JMB Realty Corporation and Hilton Hotels, and as chairman of the board of Capital Trust. He has also served on the boards of private companies and non-profit entities, including Centaur Capital Partners (where he also serves as owner/president) and Blackstone Real Estate Advisors.

Mark R. Tercek has been an independent director/trustee of the Price Funds for the past four years and currently serves as chairman of the Joint Audit Committee. He brings substantial financial services experience to the boards. He was a managing director of Goldman Sachs and is currently president and chief executive officer of The Nature Conservancy.

The following table entitled “Nominees for Election as Independent Director” provides biographical information for the nominated independent directors, along with their principal occupation(s) during the past five years and any directorships of public companies and other investment companies. The directors of the funds believe it is important to have an investment in the Price Funds. Directors are expected to invest the equivalent of at least one year of their directors’ fees in the Price Funds and new directors are given at least 3 years to reach this threshold. The nominees allocate their investments among the Price Funds based on their own investment objectives. Accordingly, the table also shows their ownership in the funds on which they currently serve or to which they are being nominated to serve as director, as well as their total ownership in all of the Price Funds. The table entitled “Nominees for Election as Interested Director” provides similar information, except the information pertains to the nominated interested directors.

PAGE 15


    

Nominees for Election as Independent Director

Name, Year of Birth, Address, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies

Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 6/30/13

Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds Overseen or to be Overseen, as of 6/30/13

William R. Brody, 1944

100 E. Pratt Street, Baltimore, MD 21202

Director/Trustee of all Price Funds (144 portfolios)

President and Trustee, Salk Institute for Biological Studies (2009 to present); President and Trustee, Johns Hopkins University (1996 to 2009); Chairman of Executive Committee and Trustee, John Hopkins Health System (1996 to 2009); Novartis, Inc. (2009 to present); IBM (2007 to present)

New Horizons

Retirement 2015

Retirement 2020

over $100,000

over $100,000

over $100,000

over $100,000

Anthony W. Deering, 1945

100 E. Pratt Street, Baltimore, MD 21202

Director/Trustee of all Price Funds (144 portfolios)

Chairman, Exeter Capital, LLC, a private investment firm (2004 to present); Director and Member of the Advisory Board, Deutsche Bank North America (2004 to present); Under Armour (2008 to present); Vornado Real Estate Investment Trust (2004 to 2012); Deutsche Bank North America (2004 to present)

Equity Income

Global Technology

Institutional Floating Rate

over $100,000

over $100,000

over $100,000

over $100,000

Donald W. Dick, Jr., 1943

100 E. Pratt Street, Baltimore, MD 21202

Director/Trustee of all Price Funds (144 portfolios)

Principal, EuroCapital Partners, LLC, an acquisition and management advisory firm (1995 to present)

Balanced

Blue Chip Growth

Capital Appreciation

Dividend Growth

Equity Income

Growth & Income

Growth Stock

Health Sciences

High Yield

Inflation Protected Bond

Science & Technology

Short-Term Bond

Summit Cash Reserves

U.S. Treasury Intermediate

over $100,000

$10,001-$50,000

over $100,000

$50,001-$100,000

over $100,000

$10,001-$50,000

over $100,000

over $100,000

over $100,000

over $100,000

$10,001-$50,000

$50,001-$100,000

over $100,000

$1-$10,000

over $100,000

PAGE 16


    

Nominees for Election as Independent Director

Name, Year of Birth, Address, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies

Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 6/30/13

Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds Overseen or to be Overseen, as of 6/30/13

Bruce W. Duncan, 1951

100 E. Pratt Street, Baltimore, MD 21202

President and Chief Executive Officer, First Industrial Realty Trust, owner and operator of industrial properties (2009 to present); Chairman of the Board (2005 to present), Trustee of REIT subsidiary of Starwood (1995 to 2006), Interim Chief Executive Officer (2007), and Director (1999 to present), Starwood Hotels & Resorts Worldwide, hotel and leisure company; Trustee, Starwood Hotels & Resorts, a real estate investment trust and former subsidiary of Starwood (1995 to present); Senior Advisor, Kohlberg, Kravis, Roberts & Co. LP, a global investment firm (2008 to 2009)

None

None

None

Robert J. Gerrard, Jr., 1952

100 E. Pratt Street, Baltimore, MD 21202

Director/Trustee of all equity and international fixed income Price Funds (91 portfolios)

Chairman of Compensation Committee, Syniverse Holdings, Inc. (2008 to 2011); Executive Vice President and General Counsel, Scripps Networks, LLC (1997 to 2009); and Advisory Board member, Pipeline Crisis/Winning Strategies (1997 to present)

Capital Appreciation

Financial Services

Global Real Estate

Global Technology

Health Sciences

Media & Telecommunications

New Horizons

New Income

Retirement 2020

Small-Cap Stock

Small-Cap Value

Ultra Short-Term Bond

$10,001-$50,000

$10,001-$50,000

$10,001-$50,000

$10,001-$50,000

$10,001-$50,000

$10,001-$50,000

$10,001-$50,000

$10,001-$50,000

$50,001-$100,000

$1-$10,000

$1-$10,000

$10,001-$50,000

over $100,000

PAGE 17


    

Nominees for Election as Independent Director

Name, Year of Birth, Address, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies

Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 6/30/13

Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds Overseen or to be Overseen, as of 6/30/13

Karen N. Horn, 1943

100 E. Pratt Street, Baltimore, MD 21202

Director/Trustee of all Price Funds (144 portfolios)

Senior Managing Director, Brock Capital Group, an advisory and investment banking firm (2004 to present); Eli Lilly and Company (1987 to present); Simon Property Group (2004 to present); Norfolk Southern (2008 to present); Fannie Mae (2006 to 2008)

Retirement 2015

Retirement 2020

over $100,000

over $100,000

over $100,000

Paul F. McBride, 1956

100 E. Pratt Street, Baltimore, MD 21202

Former Senior Vice President, Human Resources and Corporate Initiatives (2004 to 2010) and Executive Vice President, Black & Decker Corporation, a diversified global provider of hand tools, and related accessories, mechanical access solutions, electronic security solutions, and engineered fastening systems.

Capital Appreciation

Health Sciences

New America Growth

Real Estate

over $100,000

over $100,000

over $100,000

over $100,000

over $100,000

PAGE 18


    

Nominees for Election as Independent Director

Name, Year of Birth, Address, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies

Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 6/30/13

Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds Overseen or to be Overseen, as of 6/30/13

Cecilia E. Rouse, 1963

100 E. Pratt Street, Baltimore, MD 21202

Director/Trustee of all equity and international fixed income Price Funds (91 portfolios)

Dean, Woodrow Wilson School (2012 to present); Professor and Researcher, Princeton University (1992 to present); Director, MDRC (2011 to present); Member of National Academy of Education (2010 to present); Research Associate, National Bureau of Economic Research’s Labor Studies Program (1998 to 2009 and 2011 to present); Member of President’s Council of Economic Advisers (2009 to 2011); Member of The MacArthur Foundation Network on the Transition to Adulthood and Public Policy (2000 to 2008); Member of National Advisory Committee for the Robert Wood Johnson Foundation’s Scholars in Health Policy Research Program (2008); Member of and Director, National Economic Association (2006 to 2008); Member of Association of Public Policy Analysis and Management Policy Council (2006 to 2008); Member of Hamilton Project’s Advisory Board at The Brookings Institute (2006 to 2008); and Chair of Committee on the Status of Minority Groups in the Economic Profession, American Economic Association (2006 to 2008) and (2012 to present)

Personal Strategy Balanced

$50,001-$100,000

$50,001-$100,000

Nominees for Election as Independent Director

Name, Year of Birth, Address, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies

Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 6/30/13

Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds Overseen or to be Overseen, as of 6/30/13

PAGE 19


    

John G. Schreiber, 1946

100 E. Pratt Street, Baltimore, MD 21202

Director/Trustee of all Price Funds (144 portfolios)

Owner/President, Centaur Capital Partners, Inc., a real estate investment company (1991 to present); Cofounder and Partner, Blackstone Real Estate Advisors, L.P. (1992 to present); Director, Capital Trust, Inc., a real estate investment company (2012 to present); General Growth Properties, Inc. (2010 to present)

Blue Chip Growth

GNMA

Growth & Income

High Yield

Japan

New Income

Prime Reserve

Short-Term Bond

Summit Cash Reserves

Summit Municipal Income

Summit Municipal Intermediate

Summit Municipal Money Market

Tax-Free High Yield

U.S. Treasury Intermediate

U.S. Treasury Long-Term

U.S. Treasury Money

Value

over $100,000

over $100,000

over $100,000

over $100,000

over $100,000

over $100,000

$10,001-$50,000

over $100,000

$1-$10,000

over $100,000

over $100,000

$10,001-$50,000

over $100,000

over $100,000

over $100,000

$1-$10,000

over $100,000

over $100,000

Mark R. Tercek*, 1957

100 E. Pratt Street, Baltimore, MD 21202

Director/Trustee of all Price Funds (144 portfolios)

President and Chief Executive Officer, The Nature Conservancy (2008 to present); Managing Director, The Goldman Sachs Group, Inc. (1984 to 2008)

Summit Cash Reserves

over $100,000

over $100,000

* Holdings of Price Funds are as of July 8, 2013.

PAGE 20


    

Nominees for Election as Interested Director

Name, Year of Birth, Address, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies

Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 6/30/13

Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds Overseen or to be Overseen, as of 6/30/13

Edward C. Bernard, 1956

100 E. Pratt Street, Baltimore, MD 21202

Director/Trustee and Chairman of the Board of all Price Funds (144 portfolios)

Director and Vice President, T. Rowe Price; Vice Chairman of the Board, Director, and Vice President, T. Rowe Price Group, Inc.; Chairman of the Board, Director, and President, T. Rowe Price Investment Services, Inc.; Chairman of the Board and Director, T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Savings Bank, and T. Rowe Price Services, Inc.; Chairman of the Board, Chief Executive Officer, and Director, T. Rowe Price International; Chairman of the Board, Chief Executive Officer, Director, and President, T. Rowe Price Trust Company

Emerging Markets Stock

Equity Income

Global Stock

Growth & Income

Growth Stock

High Yield

International Discovery

International Stock

New Asia

New Horizons

Prime Reserve

Retirement 2055

Science & Technology

Small-Cap Value

Spectrum Growth

Spectrum Income

Spectrum International

Summit Cash Reserves

over $100,000

$50,001-$100,000

over $100,000

$50,001-$100,000

$50,001-$100,000

$10,001-$50,000

$10,001-$50,000

$10,001-$50,000

over $100,000

$10,001-$50,000

over $100,000

over $100,000

over $100,000

$10,001-$50,000

over $100,000

$10,001-$50,000

$10,001-$50,000

over $100,000

over $100,000

Michael C. Gitlin, 1970

100 E. Pratt Street, Baltimore, MD 21202

Director/Trustee of all fixed income Price Funds (51 portfolios)

Vice President, Price Hong Kong, Price Singapore, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International; President, Multi-Sector Account Portfolios

Capital Appreciation

Dividend Growth Fund

Emerging Markets Local Currency Bond

Floating Rate

Global Allocation

Retirement 2035

Short-Term Bond

Summit Cash Reserves

Ultra Short-Term Bond

over $100,000

$50,001-$100,000

over $100,000

$50,001-$100,000

over $100,000

$50,001-$100,000

over $100,000

over $100,000

over $100,000

over $100,000

PAGE 21


    

Nominees for Election as Interested Director

Name, Year of Birth, Address, Position on Fund Board, and Principal Occupations and Other Directorships of Public Companies

Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 6/30/13

Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds Overseen or to be Overseen, as of 6/30/13

Brian C. Rogers, 1955

100 E. Pratt Street, Baltimore, MD 21202

Director/Trustee of certain asset allocation and equity Price Funds (76 portfolios)

Chief Investment Officer, Director, and Vice President, T. Rowe Price; Chairman of the Board, Chief Investment Officer, Director, and Vice President, T. Rowe Price Group, Inc.; Vice President, T. Rowe Price Trust Company; President, Equity Income Fund, Equity Series, and Institutional Equity Funds; Vice President, Personal Strategy Funds, Retirement Funds, Spectrum Funds, and Value Fund

Corporate Income

Equity Income

Global Stock

Japan

Media & Telecommunications

New America Growth

New Horizons

Prime Reserve

Science & Technology

Spectrum Income

Summit Cash Reserves

Value

over $100,000

over $100,000

over $100,000

over $100,000

over $100,000

over $100,000

$50,001-$100,000

$50,001-$100,000

$50,001-$100,000

over $100,000

over $100,000

$50,001-$100,000

over $100,000

Some nominees have served as a director of the Price Funds for more than 20 years, including as members and/or chairs of the Boards’ standing committees. The following table entitled “Term of Price Funds Directorship” shows the year from which each nominated director has served on each fund’s Board (or that of the corporation of which the fund is a part). Please note that Messrs. Duncan and McBride are not shown in the table because they do not currently serve on the Board of any Price Fund.

PAGE 22


            

Term of Price Funds Directorship

T. Rowe Price Corporation

Brody

Deering

Dick

Gerrard

Horn

Rouse

Schreiber

Tercek

Bernard

Gitlin

Rogers

Balanced

2009

2001

1991

2012

2003

2012

2001

2009

2006

2006

Blue Chip Growth

2009

2001

1993

2012

2003

2012

2001

2009

2006

2006

Capital Opportunity

2009

2001

1994

2012

2003

2012

2001

2009

2006

Corporate Income

2009

1995

2001

2003

1995

2009

2006

2010

Diversified Mid-Cap Growth

2009

2003

2003

2012

2003

2012

2003

2009

2006

Diversified Small-Cap Growth

2009

2001

1997

2012

2003

2012

2001

2009

2006

Dividend Growth

2009

2001

1992

2012

2003

2012

2001

2009

2006

2006

Equity Series

2009

2001

1994

2012

2003

2012

2001

2009

2006

Financial Services

2009

2001

1996

2012

2003

2012

2001

2009

2006

2006

Fixed Income Series

2009

1994

2001

2003

1994

2009

2006

2010

Floating Rate

2011

2011

2011

2011

2011

2011

2011

2011

Global Allocation

2013

2013

2013

2013

2013

2013

2013

2013

2013

2013

Global Real Estate

2009

2008

2008

2012

2008

2012

2008

2009

2008

2008

Global Technology

2009

2001

2000

2012

2003

2012

2001

2009

2006

2006

Growth & Income

2009

2001

1982

2012

2003

2012

2001

2009

2006

2006

Growth Stock

2009

2001

1980

2012

2003

2012

2001

2009

2006

2006

Health Sciences

2009

2001

1995

2012

2003

2012

2001

2009

2006

High Yield

2009

1984

2001

2003

1992

2009

2006

2010

Index Trust

2009

2001

1994

2012

2003

2012

2001

2009

2006

2006

PAGE 23


            

Term of Price Funds Directorship

T. Rowe Price Corporation

Brody

Deering

Dick

Gerrard

Horn

Rouse

Schreiber

Tercek

Bernard

Gitlin

Rogers

Inflation Focused Bond

2009

2006

2006

2006

2006

2009

2006

2010

Inflation Protected Bond

2009

2002

2002

2003

2002

2009

2006

2010

Institutional Equity

2009

2001

1996

2012

2003

2012

2001

2009

2006

2006

Institutional Income

2009

2002

2002

2003

2002

2009

2006

2010

Institutional International

2009

1991

1989

2012

2003

2012

2001

2009

2006

2006

International

2009

1991

1988

2012

2003

2012

2001

2009

2006

2006

International Index

2009

2000

2000

2012

2003

2012

2001

2009

2006

2006

International Series

2009

1994

1994

2012

2003

2012

2001

2009

2006

2006

Media & Telecommunications

2009

2001

1997

2012

2003

2012

2001

2009

2006

2006

Mid-Cap Growth

2009

2001

1992

2012

2003

2012

2001

2009

2006

2006

Mid-Cap Value

2009

2001

1996

2012

2003

2012

2001

2009

2006

2006

Multi-Sector Account Portfolios

2012

2012

2012

2012

2012

2012

2012

2012

New Era

2009

2001

1994

2012

2003

2012

2001

2009

2006

2006

New Horizons

2009

2001

1994

2012

2003

2012

2001

2009

2006

New Income

2009

1980

2001

2003

1992

2009

2006

2010

Personal Strategy

2009

2001

1994

2012

2003

2012

2001

2009

2006

2006

Prime Reserve

2009

1979

2001

2003

1992

2009

2006

2010

Real Assets

2010

2010

2010

2012

2010

2012

2010

2010

2010

2010

Real Estate

2009

2001

1997

2012

2003

2012

2001

2009

2006

2006

PAGE 24


            

Term of Price Funds Directorship

T. Rowe Price Corporation

Brody

Deering

Dick

Gerrard

Horn

Rouse

Schreiber

Tercek

Bernard

Gitlin

Rogers

TRP Reserve Investment

2009

1997

2001

2003

1997

2009

2006

2010

Retirement

2009

2002

2002

2012

2003

2012

2002

2009

2006

2006

Science & Technology

2009

2001

1994

2012

2003

2012

2001

2009

2006

Short-Term Bond

2009

1983

2001

2003

1992

2009

2006

2010

Small-Cap Stock

2009

2001

1992

2012

2003

2012

2001

2009

2006

Small-Cap Value

2009

2001

1994

2012

2003

2012

2001

2009

2006

Spectrum

2009

2001

1999

2012

2003

2012

2001

2009

2006

2006

Strategic Income

2009

2008

2008

2008

2008

2009

2008

2010

Summit

2009

1993

2001

2003

1993

2009

2006

2010

Summit Municipal

2009

1993

2001

2003

2012

1993

2009

2006

2010

Tax-Efficient

2009

2001

1997

2012

2003

2012

2001

2009

2006

2006

Tax-Exempt Money

2009

1983

2001

2003

1992

2009

2006

2010

Tax-Free High Yield

2009

1984

2001

2003

1992

2009

2006

2010

Tax-Free Income

2009

1983

2001

2003

1992

2009

2006

2010

Tax-Free Short-Intermediate

2009

1983

2001

2003

1992

2009

2006

2010

U.S. Bond Enhanced Index

2009

2000

2001

2003

2000

2009

2006

2010

U.S. Large-Cap Core

2009

2009

2009

2012

2009

2012

2009

2009

2009

2009

U.S. Treasury

2009

1989

2001

2003

1992

2009

2006

2010

Value

2009

2001

1994

2012

2003

2012

2001

2009

2006

2006

PAGE 25


What are the directors/trustees paid for their services to the funds?

Messrs. Bernard, Gitlin, and Rogers are considered “interested persons” of the funds because they are employed by, and also serve as officers of, T. Rowe Price and its affiliates. The officers of the funds and interested directors/trustees do not receive any compensation or benefits from the funds for their service.

The independent directors are paid $250,000 for their service on the Boards. The Lead Independent Director receives an additional $100,000 annually for serving in this capacity. An independent director serving on the Joint Audit Committee receives an additional $9,000 for his/her service and the chairman of the Joint Audit Committee receives an additional $18,000 for his/her service.

The following table entitled “Compensation to Fund Directors” shows the accrued amounts paid by each fund, and the total compensation that was paid from all of the funds, to the independent directors/trustees for the 2012 calendar year. The directors’ fees are allocated to each fund on a pro rata basis based on each fund’s net assets relative to the other funds. The independent directors/trustees of the funds do not receive any pension or retirement benefits from the funds or T. Rowe Price.

PAGE 26


          

Compensation to Fund Directors

T. Rowe Price Fund

Aggregate Compensation From Fund

Brody

Deering

Dick

Gerrard

Horn

Rodgers*

Rouse

Schreiber

Tercek

Africa & Middle East

599

860

599

386

599

599

379

621

628

Balanced

2,476

3,556

2,476

1,750

2,476

2,476

1,719

2,565

2,596

Blue Chip Growth

4,584

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Blue Chip Growth Portfolio

673

966

673

443

673

673

435

697

705

Capital Opportunity

724

1,040

724

483

724

724

474

750

759

Corporate Income

890

1,278

890

603

890

890

592

922

932

Diversified Mid-Cap Growth

627

901

627

407

627

627

399

650

657

Diversified Small-Cap Growth

657

943

657

434

657

657

426

681

689

Dividend Growth

2,023

2,905

2,023

1,439

2,023

2,023

1,414

2,096

2,121

Emerging Europe

771

1,108

771

504

771

771

496

799

808

Emerging Markets Bond

2,628

3,774

2,628

1,892

2,628

2,628

1,859

2,723

2,756

Emerging Markets Corporate Bond

284

407

284

289

284

284

284

294

300

Emerging Markets Corporate Multi-Sector Account Portfolio

0

0

0

0

0

0

0

Emerging Markets Local Currency Bond

538

772

538

342

538

538

336

557

563

Emerging Markets Local Multi-Sector Account Portfolio

0

0

0

0

0

0

0

Emerging Markets Stock

4,128

5,928

4,128

2,887

4,128

4,128

2,836

4,277

4,328

Equity Income Portfolio

1,159

1,665

1,159

751

1,159

1,159

738

1,201

1,214

Equity Index 500

4,584

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

PAGE 27


          

Compensation to Fund Directors

T. Rowe Price Fund

Aggregate Compensation From Fund

Brody

Deering

Dick

Gerrard

Horn

Rodgers*

Rouse

Schreiber

Tercek

Equity Index 500 Portfolio

515

740

515

325

515

515

319

534

539

European Stock

921

1,322

921

616

921

921

605

954

965

Extended Equity Market Index

750

1,077

750

496

750

750

487

777

786

Financial Services

699

1,004

699

461

699

699

452

724

732

Floating Rate

544

781

544

354

544

544

348

564

570

Floating Rate Multi-Sector Account Portfolio

0

0

0

0

0

0

0

Georgia Tax-Free Bond

642

922

642

419

642

642

411

665

673

Global Allocation(a)

3

4

3

3

3

3

3

3

3

Global Infrastructure

535

768

535

339

535

535

333

554

560

Global Large-Cap Stock

548

786

548

349

548

548

343

567

573

Global Real Estate

553

794

553

357

553

553

350

573

580

Global Stock

842

1,209

842

550

842

842

540

872

881

Global Technology

907

1,303

907

621

907

907

610

940

951

TRP Government Reserve Investment

1,373

1,972

1,373

970

1,373

1,373

953

1,423

1,440

Growth & Income

1,209

1,737

1,209

827

1,209

1,209

812

1,253

1,267

Growth Stock

4,584

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Health Sciences

3,069

4,407

3,069

2,295

3,069

3,069

2,252

3,179

3,221

Health Sciences Portfolio

588

845

588

384

588

588

377

609

616

PAGE 28


          

Compensation to Fund Directors

T. Rowe Price Fund

Aggregate Compensation From Fund

Brody

Deering

Dick

Gerrard

Horn

Rodgers*

Rouse

Schreiber

Tercek

High Yield

4,577

6,573

4,577

2,887

4,577

4,577

2,836

4,742

4,793

High Yield Multi-Sector Account Portfolio

0

0

0

0

0

0

0

Inflation Focused Bond

2,577

3,700

2,577

1,862

2,577

2,577

1,829

2,669

2,702

Inflation Protected Bond

841

1,208

841

566

841

841

556

871

881

Institutional Africa & Middle East

592

850

592

382

592

592

376

613

620

Institutional Concentrated International Equity

514

738

514

324

514

514

318

532

538

Institutional Core Plus

625

898

625

407

625

625

400

648

655

Institutional Emerging Markets Bond

653

938

653

427

653

653

419

677

684

Institutional Emerging Markets Equity

1,046

1,501

1,046

711

1,046

1,046

699

1,083

1,096

Institutional Floating Rate

1,698

2,438

1,698

1,196

1,698

1,698

1,175

1,759

1,781

Institutional Global Equity

606

870

606

389

606

606

382

628

635

Institutional Global Large-Cap Equity

549

789

549

351

549

549

345

569

575

Institutional Global Value Equity

199

286

199

205

199

199

199

206

212

Institutional High Yield

2,035

2,923

2,035

1,466

2,035

2,035

1,441

2,109

2,134

Institutional International Bond

602

865

602

387

602

602

381

624

631

Institutional International Core Equity

540

775

540

348

540

540

342

559

565

Institutional International Growth Equity

555

797

555

355

555

555

348

575

582

PAGE 29


          

Compensation to Fund Directors

T. Rowe Price Fund

Aggregate Compensation From Fund

Brody

Deering

Dick

Gerrard

Horn

Rodgers*

Rouse

Schreiber

Tercek

Institutional Large-Cap Core Growth

740

1,062

740

499

740

740

490

767

776

Institutional Large-Cap Growth

3,392

4,871

3,392

2,611

3,392

3,392

2,563

3,514

3,562

Institutional Large-Cap Value

1,027

1,475

1,027

707

1,027

1,027

695

1,064

1,077

Institutional Long Duration Credit(b)

2

2

2

2

2

2

2

Institutional Mid-Cap Equity Growth

2,144

3,079

2,144

1,596

2,144

2,144

1,569

2,221

2,249

Institutional Small-Cap Stock

1,009

1,449

1,009

697

1,009

1,009

684

1,045

1,058

Institutional U.S. Structured Research

842

1,210

842

561

842

842

551

873

883

International Bond

3,656

5,250

3,656

2,562

3,656

3,656

2,518

3,788

3,831

International Discovery

2,054

2,949

2,054

1,456

2,054

2,054

1,431

2,128

2,153

International Equity Index

728

1,045

728

478

728

728

469

754

763

International Growth & Income

3,582

5,143

3,582

2,612

3,582

3,582

2,564

3,710

3,758

International Stock

4,404

6,324

4,404

2,887

4,404

4,404

2,836

4,562

4,613

International Stock Portfolio

678

973

678

442

678

678

434

702

710

Investment-Grade Corporate Multi-Sector Account Portfolio

0

0

0

0

0

0

0

Japan

611

878

611

392

611

611

385

633

640

Latin America

1,688

2,424

1,688

1,119

1,688

1,688

1,100

1,748

1,768

Limited-Term Bond Portfolio

617

886

617

617

617

639

646

Media & Telecommunications

1,840

2,642

1,840

1,309

1,840

1,840

1,286

1,906

1,929

PAGE 30


          

Compensation to Fund Directors

T. Rowe Price Fund

Aggregate Compensation From Fund

Brody

Deering

Dick

Gerrard

Horn

Rodgers*

Rouse

Schreiber

Tercek

Mid-Cap Growth

4,584

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Mid-Cap Growth Portfolio

708

1,017

708

462

708

708

454

734

742

Mid-Cap Value

4,578

6,575

4,578

2,887

4,578

4,578

2,836

4,743

4,794

Mortgage-Backed Securities Multi-Sector Account Portfolio

0

0

0

0

0

0

0

New America Growth Portfolio

597

857

597

385

597

597

378

618

625

New Asia

3,043

4,370

3,043

2,183

3,043

3,043

2,144

3,152

3,191

New Era

3,253

4,671

3,253

2,224

3,253

3,253

2,186

3,370

3,409

New Horizons

4,569

6,651

4,569

2,887

4,569

4,569

2,836

4,733

4,784

New Income

4,584

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Overseas Stock

3,203

4,600

3,203

2,340

3,203

3,203

2,297

3,319

3,362

Personal Strategy Balanced

1,504

2,160

1,504

1,033

1,504

1,504

1,015

1,558

1,576

Personal Strategy Balanced Portfolio

602

865

602

388

602

602

381

624

631

Personal Strategy Growth

1,197

1,719

1,197

816

1,197

1,197

801

1,240

1,254

Personal Strategy Income

1,136

1,632

1,136

778

1,136

1,136

764

1,177

1,191

Prime Reserve

3,985

5,722

3,985

2,807

3,985

3,985

2,759

4,128

4,177

Prime Reserve Portfolio

525

754

525

525

525

544

550

Real Assets

1,758

2,525

1,758

1,459

1,758

1,758

1,433

1,822

1,848

Real Estate

2,620

3,762

2,620

1,913

2,620

2,620

1,879

2,714

2,748

PAGE 31


          

Compensation to Fund Directors

T. Rowe Price Fund

Aggregate Compensation From Fund

Brody

Deering

Dick

Gerrard

Horn

Rodgers*

Rouse

Schreiber

Tercek

TRP Reserve Investment

4,584

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Retirement 2005

1,289

1,851

1,289

887

1,289

1,289

872

1,335

1,351

Retirement 2010

3,980

5,715

3,980

2,823

3,980

3,980

2,774

4,123

4,172

Retirement 2015

4,218

6,057

4,218

2,887

4,218

4,218

2,836

4,370

4,421

Retirement 2020

4,584

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Retirement 2025

4,413

6,337

4,413

2,887

4,413

4,413

2,836

4,572

4,623

Retirement 2030

4,584

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Retirement 2035

3,913

5,619

3,913

2,846

3,913

3,913

2,795

4,054

4,105

Retirement 2040

4,416

6,341

4,416

2,887

4,416

4,416

2,836

4,575

4,626

Retirement 2045

2,349

3,373

2,349

1,699

2,349

2,349

1,668

2,434

2,464

Retirement 2050

1,621

2,327

1,621

1,161

1,621

1,621

1,140

1,679

1,700

Retirement 2055

767

1,101

767

517

767

767

508

795

804

Retirement Income

2,156

3,097

2,156

1,529

2,156

2,156

1,502

2,234

2,261

Science & Technology

2,217

3,183

2,217

1,512

2,217

2,217

1,487

2,297

2,322

Short-Term Bond

4,054

5,822

4,054

2,887

4,054

4,054

2,836

4,200

4,251

Short-Term Reserve(c)

2,222

3,191

2,222

2,222

2,222

2,302

2,302

Small-Cap Stock

4,288

6,157

4,288

2,887

4,288

4,288

2,836

4,442

4,493

Small-Cap Value

4,343

6,237

4,343

2,887

4,343

4,343

2,836

4,500

4,551

Spectrum Growth

2,459

3,532

2,459

1,721

2,459

2,459

1,692

2,548

2,578

PAGE 32


          

Compensation to Fund Directors

T. Rowe Price Fund

Aggregate Compensation From Fund

Brody

Deering

Dick

Gerrard

Horn

Rodgers*

Rouse

Schreiber

Tercek

Spectrum Income

4,135

5,937

4,135

2,887

4,135

4,135

2,836

4,283

4,334

Spectrum International

922

1,324

922

625

922

922

614

955

967

Strategic Income

666

957

666

437

666

666

429

690

698

Summit Cash Reserves

3,995

5,737

3,995

2,785

3,995

3,995

2,736

4,139

4,187

Summit GNMA

643

924

643

420

643

643

412

666

674

Summit Municipal Income

935

1,342

935

641

935

935

630

968

980

Summit Municipal Intermediate

1,790

2,570

1,790

1,264

1,790

1,790

1,242

1,854

1,877

Summit Municipal Money Market

631

907

631

407

631

631

400

654

661

Tax-Efficient Equity

566

813

566

362

566

566

356

586

593

Tax-Exempt Money

1,049

1,506

1,049

700

1,049

1,049

688

1,086

1,098

Tax-Free High Yield

1,848

2,654

1,848

1,332

1,848

1,848

1,309

1,915

1,939

Tax-Free Income

2,325

3,338

2,325

1,635

2,325

2,325

1,606

2,408

2,437

Tax-Free Short-Intermediate

1,607

2,308

1,607

1,135

1,607

1,607

1,115

1,665

1,685

Total Equity Market Index

885

1,271

885

596

885

885

585

917

927

U.S. Bond Enhanced Index

1,122

1,612

1,122

739

1,122

1,122

727

1,163

1,175

U.S. Large-Cap Core

535

769

535

340

535

535

334

555

561

U.S. Treasury Intermediate

849

1,219

849

577

849

849

567

880

890

U.S. Treasury Long-Term

815

1,170

815

554

815

815

544

844

854

PAGE 33


          

Compensation to Fund Directors

T. Rowe Price Fund

Aggregate Compensation From Fund

Brody

Deering

Dick

Gerrard

Horn

Rodgers*

Rouse

Schreiber

Tercek

U.S. Treasury Money

1,659

2,383

1,659

1,143

1,659

1,659

1,123

1,719

1,739

Ultra Short-Term Bond

45

64

45

46

45

45

45

46

48

Value

4,584

6,582

4,584

2,887

4,584

4,584

2,836

4,749

4,800

Total Compensation From Funds and Fund Complex (d)

250,000

359,000

250,000

169,667

250,000

250,000

166,667

259,000

262,000

* Theo C. Rodgers is retiring from the Boards and is not seeking re-election.

(a) Estimated for the period May 29, 2013, through December 31, 2013.

(b) Estimated for the period June 4, 2013, through December 31, 2013.

(c) Estimated for the period January 15, 2013, through December 31, 2013.

(d) Represents compensation actually paid for the calendar year 2012 for all Price Funds. This amount will not equal the sum of the individual fund amounts shown in the table, which include estimated amounts for funds that incepted in 2013 and do not include any funds that are organized as Massachusetts business trusts.

PAGE 34


What vote is required to elect the directors?

Each Board will consist of 12 directors. Proposal 1 requires the affirmative vote of a plurality of the shares present and entitled to vote at the meeting to elect the Board members of that fund.

For each corporation that consists of a single series with no additional share classes, all shareholders vote together and the 12 nominees receiving the highest number of votes cast at the meeting shall be elected directors of that fund (provided a quorum is present). For each corporation that consists of multiple series and/or share classes, all series and classes of the corporation vote together. The 12 nominees receiving the highest number of the combined votes cast at the meeting by the shareholders of all series and classes of each corporation shall be elected directors of that corporation (provided a quorum is present).

The Board of Directors, including the funds’ independent directors, recommends that shareholders vote FOR all of the proposed nominees.

PROPOSAL NO. 2 — Amend Investment Objectives for the Dividend Growth Fund, Equity Income Portfolio, Equity Index 500 Fund, Equity Index 500 Portfolio, Extended Equity Market Index Fund, Growth & Income Fund, Growth Stock Fund, and International Growth & Income Fund

Dividend Growth Fund (and its Advisor Class)

The Dividend Growth Fund’s current investment objective is as follows: “The fund seeks to provide increasing dividend income over time, long-term growth of capital, and a reasonable level of current income through investments primarily in dividend-paying stocks.” In connection with the fund’s current investment objective, the fund’s principal investment strategies, as set forth in the fund’s prospectus, provide that the fund will normally invest at least 65% of its total assets in the common stocks of dividend-paying companies that are expected to increase their dividends over time and also provide long-term appreciation.

The Board proposes that the Dividend Growth Fund’s investment objective be changed to the following: “The fund seeks dividend income and long-term capital growth primarily through investments in stocks.” To conform to the new investment objective, the fund’s principal investment strategies would be revised to provide that the fund will normally invest at least 65% of its total assets in stocks with an emphasis on stocks issued by companies that have shown a strong track record of paying dividends or are expected to increase their dividends over time.

While there will be no material changes to the fund’s current investment program (nor are any anticipated as a result of the change in investment

PAGE 35


objective), the Board, upon recommendation by the fund’s investment adviser, believes that fund shareholders will benefit from the more general investment objective by allowing the fund greater flexibility to execute its investment strategies in the future. With respect to the term “dividend-paying stocks,” there is no set definition, interpretation, or industry position as to how frequently a stock would need to declare cash or stock dividends to deem it a dividend-paying stock. Therefore, removing the reference to “dividend-paying stocks” from the fund’s investment objective and principal investment strategies is not expected to alter the fund’s investment style as the portfolio manager will continue to seek stocks with strong track records of paying dividends or with expectations of increasing dividends. The fund continues to believe that dividends can serve as an excellent indicator of financial health and growth prospects and that, over the long-term, income can contribute significantly to the fund’s total return and help reduce the fund’s volatility during periods of market turbulence. However, the Board recognizes that requiring 65% of the fund’s assets in dividend-paying stocks and seeking increasing dividend income over time could prove difficult to achieve in certain market environments.

There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of these changes. However, the Board believes that it is in the interests of the fund’s shareholders to approve a more general investment objective to allow the fund greater flexibility to execute its investment program.

Equity Income Portfolio (and its II Class)

The Equity Income Portfolio’s current investment objective is as follows: “The fund seeks to provide substantial dividend income as well as long-term growth of capital through investments in the common stocks of established companies.” In connection with the fund’s current investment objective, the fund’s principal investment strategies, as set forth in the fund’s prospectus, provide that the fund will normally invest at least 80% of net assets in common stocks and 65% in the common stocks of well-established companies paying above-average dividends.

The Board proposes that the Equity Income Portfolio’s investment objective be changed to the following: “The fund seeks a high level of dividend income and long-term capital growth primarily through investments in stocks.” To conform to the new investment objective, the fund’s principal investment strategies would be revised to provide that the fund will normally invest at least 80% of its net assets in stocks with an emphasis on larger capitalization stocks with a strong track record of paying dividends or that are believed to be undervalued.

While there will be no material changes to the fund’s current investment program (nor are any anticipated as a result of the change in investment objective), the Board, upon recommendation by the fund’s investment adviser, believes that fund shareholders will benefit from the more general

PAGE 36


investment objective by allowing the fund greater flexibility to execute its investment strategies in the future. There are no generally accepted positions regarding what is considered substantial dividend income or above-average dividends, or what market capitalization should define a company as well-established. However, the fund’s principal investment strategies have interpreted the term “substantial dividend income” to mean that, under normal conditions, the yield on the fund’s portfolio securities generally exceeds the yield on the fund’s benchmark, the Standard & Poor’s 500 Stock Index. Removing the references to “substantial dividend income” and “established companies “ from the fund’s investment objective is not expected to alter the fund’s investment style as the portfolio manager will continue to employ a value approach to stock selection and seek stocks of large-capitalization companies with strong track records of paying dividends. The fund continues to believe that income can be a significant contributor to the fund’s total return over time and it does not intend to depart from this approach. The reference to how the fund defines the term “substantial dividend income” will be removed from the fund’s principal investment strategies, although the strategies will be revised to explain that the fund’s yield is expected to normally be above that of the Standard & Poor’s 500 Stock Index and to clarify that the fund’s investments will mainly be in large-capitalization stocks.

There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of these changes. However, the Board believes that it is in the interests of the fund’s shareholders to approve a more general investment objective to allow the fund greater flexibility to execute its investment program.

Equity Index 500 Fund

The Equity Index 500 Fund’s current investment objective is as follows: “The fund seeks to match the performance of the Standard & Poor’s 500 Stock Index.”

The Board proposes that the Equity Index 500 Fund’s investment objective be changed to the following: “The fund seeks to track the performance of a benchmark index that measures the investment return of large-capitalization U.S. stocks.”

While there will be no material changes to the fund’s current investment program (nor are any anticipated as a result of the change in investment objective), the Board, upon recommendation by the fund’s investment adviser, believes that fund shareholders will benefit from the more general investment objective by allowing the fund to more effectively continue tracking an appropriate large-cap U.S. stock benchmark should there be any unexpected changes to the Standard & Poor’s 500 Stock Index. The specific reference in the investment objective to the Standard & Poor’s 500 Stock Index could potentially create challenges and unanticipated costs to the fund’s shareholders if Standard & Poor’s changed the benchmark’s name, including in connection with the sale of the benchmark to another

PAGE 37


data provider, which could require the fund to quickly seek shareholder approval to continue investing in accordance with its investment objective. While such an event could require the fund to change its name as well, the Board would be authorized to approve a name change without the need to seek shareholder approval.

If the proposed amendment is approved, the fund would continue to seek to match the performance of the Standard & Poor’s 500 Stock Index by using a full replication strategy, which involves investing substantially all of the fund’s assets in all of the stocks in the Standard & Poor’s 500 Stock Index and maintaining holdings of each stock in approximately the same proportion to its weight in the index. To conform to the new investment objective, the only modification to the fund’s principal investment strategies (as set forth in the fund’s prospectus) would be to clarify that tracking the investment return of a large-capitalization U.S. stock index is achieved by seeking to track the Standard & Poor’s 500 Stock Index.

There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of this change. However, the Board believes that it is in the interests of the fund’s shareholders to approve a more general investment objective to avoid potential future issues that could arise from a name change involving the fund’s benchmark index. Further, such an approach is believed to be consistent with the approach employed by similarly managed index funds.

Equity Index 500 Portfolio

The Equity Index 500 Portfolio’s current investment objective is as follows: “The fund seeks to match the performance of the Standard & Poor’s 500 Stock Index.”

The Board proposes that the Equity Index 500 Portfolio’s investment objective be changed to the following: “The fund seeks to track the performance of a benchmark index that measures the investment return of large-capitalization U.S. stocks.”

While there will be no material changes to the fund’s current investment program (nor are any anticipated as a result of the change in investment objective), the Board, upon recommendation by the fund’s investment adviser, believes that fund shareholders will benefit from the more general investment objective by allowing the fund to more effectively continue tracking an appropriate large-cap U.S. stock benchmark should there be any unexpected changes to the Standard & Poor’s 500 Stock Index. The specific reference in the investment objective to the Standard & Poor’s 500 Stock Index could potentially create challenges and unanticipated costs to the fund’s shareholders if Standard & Poor’s changed the benchmark’s name, including in connection with the sale of the benchmark to another data provider, which could require the fund to quickly seek shareholder approval to continue investing in accordance with its investment objective. While such an event could require the fund to change its name as well, the

PAGE 38


Board would be authorized to approve a name change without the need to seek shareholder approval.

If the proposed amendment is approved, the fund would continue to seek to match the performance of the Standard & Poor’s 500 Stock Index by using a full replication strategy, which involves investing substantially all of the fund’s assets in all of the stocks in the Standard & Poor’s 500 Stock Index and maintaining holdings of each stock in approximately the same proportion to its weight in the index. To conform to the new investment objective, the only modification to the fund’s principal investment strategies (as set forth in the fund’s prospectus) would be to clarify that tracking the investment return of a large-capitalization U.S. stock index is achieved by seeking to track the Standard & Poor’s 500 Stock Index.

There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of this change. However, the Board believes that it is in the interests of the fund’s shareholders to approve a more general investment objective to avoid potential future issues that could arise from a name change involving the fund’s benchmark index. Further, such an approach is believed to be consistent with the approach employed by similarly managed index funds.

Extended Equity Market Index Fund

The Extended Equity Market Index Fund’s current investment objective is as follows: “The fund seeks to match the performance of the U.S. stocks not included in the Standard & Poor’s 500 Stock Index.”

The Board proposes that the Extended Equity Market Index Fund’s investment objective be changed to the following: “The fund seeks to track the performance of a benchmark index that measures the investment return of small- and mid-capitalization U.S. stocks.”

While there will be no material changes to the fund’s current investment program (nor are any anticipated as a result of the change in investment objective), the Board, upon recommendation by the fund’s investment adviser, believes that fund shareholders will benefit from the more general investment objective by allowing the fund to more effectively continue seeking to match the performance of U.S. stocks, other than the 500 largest U.S. stocks, should there be any unexpected changes to the Standard & Poor’s 500 Stock Index. The specific reference in the investment objective to stocks not included in the Standard & Poor’s 500 Stock Index could potentially create challenges and unanticipated costs to the fund’s shareholders if Standard & Poor’s changed the benchmark’s name, including in connection with the sale of the benchmark to another data provider, which could require the fund to quickly seek shareholder approval to continue investing in accordance with its investment objective.

If the proposed amendment is approved, the fund would continue to seek to match the performance of U.S. stocks that are not included in the Standard & Poor’s 500 Stock Index by using a sampling strategy to invest substantially all of its assets in a group of stocks representative of the

PAGE 39


Standard & Poor’s Completion Index. To conform to the new investment objective, the fund’s principal investment strategies (as set forth in the fund’s prospectus) would omit references to the Standard & Poor’s 500 Stock Index and clarify that seeking to track the investment return of a small- and mid-capitalization U.S. stock index is achieved by using the Standard & Poor’s Completion Index as its benchmark index to represent this universe of stocks.

There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of this change. However, the Board believes that it is in the interests of the fund’s shareholders to approve a more general investment objective to avoid potential future issues that could arise from a name change involving the index referenced in the fund’s current investment objective. Further, such an approach is believed to be consistent with the approach employed by similarly managed index funds.

Growth & Income Fund

The Growth & Income Fund’s current investment objective is as follows: “The fund seeks to provide long-term capital growth, a reasonable level of current income, and increasing future income through investments primarily in dividend-paying common stocks.”

The Board proposes that the Growth & Income Fund’s investment objective be changed to the following: “The fund seeks long-term capital growth and current income primarily through investments in stocks.”

While there will be no material changes to the fund’s current investment program (nor are any anticipated as a result of the change in investment objective), the Board, upon recommendation by the fund’s investment adviser, believes that fund shareholders will benefit from the more general investment objective by allowing the fund greater flexibility to execute its investment strategies in the future. With respect to the term “dividend-paying common stocks,” there is no set definition, interpretation, or industry position as to how frequently a stock would need to declare cash or stock dividends to deem it a dividend-paying stock. Therefore, removing the reference to “dividend-paying common stocks” from the fund’s investment objective is not expected to alter the fund’s investment style as the portfolio manager will continue to seek income-producing stocks with both growth and value style characteristics. The fund continues to believe that income from dividend-paying stocks can contribute favorably to the fund’s total return and help reduce the fund’s volatility during periods of market turbulence. No modifications to the fund’s principal investment strategies, as set forth in the fund’s prospectus, are contemplated at this time.

There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of this change. However, the Board believes that it is in the interests of the fund’s

PAGE 40


shareholders to approve a more general investment objective to allow the fund greater flexibility to execute its investment program.

Growth Stock Fund (and its Advisor and R Classes)

The Growth Stock Fund’s current investment objective is as follows: “The fund seeks to provide long-term capital growth and, secondarily, increasing dividend income through investments in the common stocks of well-established growth companies.”

The Board proposes that the Growth Stock Fund’s investment objective be changed to the following: “The fund seeks long-term capital growth through investments in stocks.”

While there will be no material changes to the fund’s current investment program (nor are any anticipated as a result of the change in investment objective), the Board, upon recommendation by the fund’s investment adviser, believes that fund shareholders will benefit from the more general investment objective by allowing the fund greater flexibility to execute its investment strategies in the future. As indicated in the fund’s principal investment strategies, the fund employs a growth approach to stock selection and generally seeks companies with strong cash flow and an above-average rate of earnings growth, the ability to sustain earnings momentum during economic downturns, or occupation of a lucrative niche in the economy and the ability to expand even during times of slow economic growth. Although some of the companies targeted by the fund have demonstrated the ability to pay increasing dividends, this attribute does not represent a primary focus of stock selection. Therefore, removing the reference to “increasing dividend income” from the fund’s investment objective is not expected to alter the fund’s investment style. Instead, the change is intended to offer flexibility and the only modification to the fund’s principal investment strategies (as set forth in the fund’s prospectus) will be to clarify that the fund’s investments will mainly be in large-capitalization stocks.

There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of this change. However, the Board believes that it is in the interests of the fund’s shareholders to approve a more general investment objective to allow the fund greater flexibility to execute its investment program.

International Growth & Income Fund (and its Advisor and
R Classes)

The International Growth & Income Fund’s current investment objective is as follows: “The fund seeks long-term growth of capital and reasonable income through investments primarily in the common stocks of well-established, dividend-paying, non-U.S. companies.” In connection with the fund’s current investment objective, the fund’s principal investment strategies, as set forth in the fund’s prospectus, provide that the fund will invest primarily (at least 65% of total assets) in the stocks of large,

PAGE 41


dividend-paying, well-established companies that have favorable prospects for capital appreciation.

The Board proposes that the International Growth & Income Fund’s investment objective be changed to the following: “The fund seeks long-term capital growth and current income primarily through investments in non-U.S. stocks.” To conform to the new investment objective, the fund’s principal investment strategies would be revised to provide that the fund will normally invest at least 65% of its total assets in non-U.S. stocks with an emphasis on larger capitalization stocks with a strong track record of paying dividends or that are believed to be undervalued.

While there will be no material changes to the fund’s current investment program (nor are any anticipated as a result of the change in investment objective), the Board, upon recommendation by the fund’s investment adviser, believes that fund shareholders will benefit from the more general investment objective by allowing the fund greater flexibility to execute its investment strategies in the future. With respect to the term “dividend-paying” common stocks, there is no set definition, interpretation, or industry position as to how frequently a stock would need to declare cash or stock dividends to deem it a dividend-paying stock. Therefore, removing the reference to “well-established, dividend-paying” companies from the fund’s investment objective is not expected to alter the fund’s investment style as the portfolio manager will continue to employ a value approach to stock selection and seek stocks of large-capitalization non-U.S. companies with track records of paying dividends. The fund continues to believe that income from dividend-paying stocks can contribute favorably to the fund’s total return and help reduce the fund’s volatility during periods of market turbulence. No modifications to the fund’s principal investment strategies are contemplated at this time.

There will be no material changes to the fund’s current investment program, or to the fund’s overall risk profile, as a result of this change. However, the Board believes that it is in the interests of the fund’s shareholders to approve a more general investment objective to allow the fund greater flexibility to execute its investment program.

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

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

If the proposed amendment to each fund’s investment objective is approved by shareholders, it is expected to become effective on or about

PAGE 42


November 1, 2013. An amendment to each fund’s prospectus or summary prospectus will be sent to shareholders to notify them of the changes.

The Boards of Directors of the funds, including the funds’ independent directors, recommend that shareholders of the relevant fund vote FOR the proposal affecting that fund.

PROPOSAL NO. 3 — Remove Fundamental Policy That Prohibits the Purchase of Equity Securities for the Summit Municipal Income Fund (and its Advisor Class) and Summit Municipal Intermediate Fund (and its Advisor Class)

The Summit Municipal Funds currently have an investment restriction which states that, as a matter of fundamental policy, the funds may not purchase equity securities or securities convertible into equity securities. The Board proposes, upon recommendation by the funds’ investment adviser, that this restriction be eliminated for each of the Summit Municipal Income Fund and Summit Municipal Intermediate Fund, but remains in place for the Summit Municipal Money Market Fund.

Under the current policy, purchases of shares of a closed-end municipal fund or other investment company would be prohibited by the policy. In addition, preferred stocks and other income-producing instruments that are technically classified as an equity security or convertible into an equity security could be suitable for the funds but would not be permitted under this fundamental policy. As a result, the Board believes that the funds’ shareholders will benefit by approving the removal of this restriction, which will allow the flexibility to pursue opportunities to achieve exposure to certain sectors of the municipal bond market through investments in these instruments that are currently permitted for the other T. Rowe Price tax-free funds. While the Board recommends that this policy be eliminated, it also recommends that the funds’ prospectuses be revised to clarify that investments in income-producing preferred stocks and investment companies would be permitted while more traditional equity investments like common stock would remain prohibited.

The Board is not recommending that the policy be removed for the Summit Municipal Money Market Fund since that fund is prohibited from purchasing equity securities under Rule 2a-7 of the 1940 Act. Therefore, shareholders of the Summit Municipal Money Market Fund are not being asked to vote on this proposal.

What vote is required to approve the removal of the fundamental policy for each fund?

Proposal No. 3 requires the affirmative vote of the lesser of: (1) 67% or more of the fund’s shares represented at the meeting if the holders of more than 50% of the outstanding shares are present in person or by proxy; or (2) more than 50% of the fund’s outstanding shares. Shareholders of all

PAGE 43


classes of each fund vote together on the proposal affecting that fund. However, the approval to eliminate the fundamental policy for each fund is not contingent upon obtaining approval to eliminate the fundamental policy for the other fund under this proposal.

If the proposed removal of the fundamental policy is approved by shareholders, it is expected to become effective on or about November 1, 2013. The funds’ Statement of Additional Information will be revised accordingly and an amendment to each fund’s prospectus or summary prospectus will be sent to shareholders to notify them of the changes.

The Board of Directors of the funds, including the funds’ independent directors, recommends that shareholders of each fund vote FOR the proposal affecting that fund.

PROPOSAL NO. 4 — Adopt a New Fundamental Policy on Commodities for All Funds (other than Global Allocation Fund, Institutional Long Duration Credit Fund, and the money market funds)

The Price Funds (except the Global Allocation, Institutional Long Duration Credit, Spectrum Growth, and Spectrum Income Funds), currently have an investment restriction which states that, as a matter of fundamental policy, the funds may not purchase or sell physical commodities, except that the funds (other than the money funds) may enter into futures contracts and options thereon. In addition, the Spectrum Growth and Spectrum Income Funds have an investment restriction which states that, as a matter of fundamental policy, the funds may not purchase or sell commodities or commodity or futures contracts.

Other than for the Global Allocation Fund, TRP Government Reserve Investment Fund, Institutional Long Duration Credit Fund, Prime Reserve Fund, Prime Reserve Portfolio, TRP Reserve Investment Fund, Summit Cash Reserves Fund, Summit Municipal Money Market Fund, Tax-Exempt Money Fund, and U.S. Treasury Money Fund, each fund’s Board is proposing, upon recommendation by the fund’s investment adviser, that the funds adopt the following policy on commodities:

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

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

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Since the initial adoption of this policy for the Price Funds, the financial markets have evolved and new types of financial instruments have become available as potential investment opportunities and additional regulatory guidance has made investments in commodity-linked investments generally more favorable for investment companies. The proposed fundamental investment policy has already been adopted by the newest Price Funds, the Global Allocation Fund and Institutional Long Duration Credit Fund, and the Boards and T. Rowe Price consider this policy to be well-suited to today’s regulatory and investment environments. The policy would provide that direct investments in commodities are prohibited, but would allow the funds to enter into a variety of derivative transactions relating to commodities. The proposed change is intended to give the funds maximum flexibility to invest in a variety of modern financial instruments that could technically be considered commodities and will allow the funds to buy and sell various financial instruments representing interests in commodities and enter into swaps and other commodity-related derivative transactions involving commodities. T. Rowe Price does not anticipate any immediate changes to the manner in which any of the Price Funds are managed as a result of this change. However, the policy reflects the notion that increasing numbers of mutual funds are using investments in commodity-related derivatives transactions to meet their investment objectives and should provide the funds with greater flexibility in the future to pursue new opportunities as they become available.

This change will not apply to any of the T. Rowe Price money market funds since such funds are prohibited from entering into derivatives transactions under Rule 2a-7 of the 1940 Act. Therefore, in addition to shareholders of the Global Allocation Fund and Institutional Long Duration Credit Fund not being asked to vote on this proposal, shareholders of the following funds are also not being asked to vote on this proposal: TRP Government Reserve Investment Fund; Prime Reserve Fund; Prime Reserve Portfolio; TRP Reserve Investment Fund; Summit Cash Reserves Fund; Summit Municipal Money Market Fund; Tax-Exempt Money Fund; and U.S. Treasury Money Fund.

What vote is required to adopt a new fundamental policy on commodities for each fund?

Proposal No. 4 requires the affirmative vote of the lesser of: (1) 67% or more of the fund’s shares represented at the meeting if the holders of more than 50% of the outstanding shares are present in person or by proxy; or (2) more than 50% of the fund’s outstanding shares. Shareholders of all classes of a particular fund vote together on the proposal affecting that fund. However, the approval to adopt a new fundamental policy on commodities for a particular fund is not contingent upon obtaining approval to adopt a new fundamental policy on commodities for the other funds under this proposal.

If the proposed amendment to the fundamental policy is approved by shareholders, it is expected to become effective on or about November 1,

PAGE 45


2013, and the funds’ Statement of Additional Information will be revised accordingly.

The Boards of Directors of the funds, including the funds’ independent directors, recommend that shareholders of the relevant fund vote FOR the proposal affecting that fund.

FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING

What is the required quorum?

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

How are the votes counted?

The individuals named as proxies (or their substitutes) on the enclosed proxy card (or cards, if you have multiple funds or accounts) will vote according to your directions if your proxy is received properly executed, or in accordance with your instructions given when voting by telephone or Internet. With respect to proposal 1 to elect directors, you may direct the proxy holders to vote your shares on the proposal by checking the appropriate box “FOR ALL NOMINEES” or “FOR ALL EXCEPT,” or instruct them not to vote those shares on the proposal by checking the “WITHHOLD AUTHORITY” box. With respect to proposals 2, 3, and 4, you may direct the proxy holders to vote FOR or AGAINST or ABSTAIN. Alternatively, you may simply sign, date, and return your proxy card(s) with no specific instructions as to the proposals. If you properly execute your proxy card and give no voting instructions with respect to the election of directors/trustees or any of the other proposals, your shares will be voted FOR ALL NOMINEES and FOR all of the other proposals on which you are entitled to vote.

Abstentions and “broker nonvotes” (as described below) are counted for purposes of determining whether a quorum is present for purposes of convening the meeting. Broker nonvotes are shares held by a broker or nominee for which an executed proxy is received by the fund but are not voted as to one or more proposals because instructions have not been

PAGE 46


received from the beneficial owners or persons entitled to vote, and the broker or nominee does not have discretionary voting power. If a proposal must be approved by a plurality vote, abstentions and broker nonvotes will have no effect on the result of the vote. Because the proposals, other than the proposal for the election of directors, must be approved by a percentage of voting securities present at the meeting or a majority of the fund’s outstanding shares, abstentions and broker nonvotes will be considered to be voting securities that are present and will have the effect of being counted as votes against the applicable proposal.

For shares of a fund held in an individual retirement account (“IRA”) or Coverdell education savings account (“ESA”) that is sponsored by T. Rowe Price Trust Company and for which T. Rowe Price Trust Company serves as custodian, T. Rowe Price Trust Company shall, without written direction from the investor, vote shares for which no voting instructions are timely received in the same proportion as shares for which voting instructions from other shareholders are timely received.

For shares of the funds that are series of T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., and T. Rowe Price International Series, Inc. (collectively, the “Variable Insurance Portfolios”) held by insurance company separate accounts for which the insurance company has not received timely voting instructions, as well as shares the insurance company owns, those shares shall be voted in the same proportion as shares for which voting instructions from contract holders are timely received.

Shares of the Price Funds that are held by other Price Funds will be voted in the same proportion as shares for which voting instructions from other shareholders are timely received.

Can additional matters be acted upon at the annual meeting?

The management of the funds knows of no other business that may come before the meeting. However, if any additional matters are properly presented at the meeting, it is intended that the persons named in the enclosed proxy, or their substitutes, will vote on such matters in accordance with their judgment.

How are proxies delivered and votes recorded?

This proxy statement was mailed along with a proxy voting card and prepaid envelope. You may record your votes on the enclosed proxy card and mail it in the accompanying prepaid envelope to Proxy Tabulator, P.O. Box 55046, Boston, MA 02205-9836. Any mailed proxies sent to this address will be delivered to Boston Financial Data Services, Inc. (“BFDS”), whom the funds have retained to tabulate the votes. Some shareholders will not automatically receive a copy of this entire proxy statement in the mail, but will instead receive a notice that informs them of how to access all of the proxy materials on a publicly available website (commonly referred to as “notice and access”). Shareholders who receive

PAGE 47


such a notice will not be able to return the notice to have their vote recorded. However, they can access the proxy materials at eproxyvote.com/trp to vote eligible shares or may use the instructions on the notice to request a paper or email copy of the proxy materials at no charge.

The U.S. Securities and Exchange Commission has adopted rules that permit investment companies, such as the funds, and intermediaries to satisfy the delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” could result in extra convenience and cost savings for the funds and their shareholders. Unless the funds have received contrary instructions, only one copy of this Proxy Statement will be mailed to two or more shareholders who share an address. If you need additional copies or do not want your mailings to be “householded,” please call 1-800-225-5132 or write us at P.O. Box 17630, Baltimore, MD 21297-1630.

In addition, the funds have arranged through BFDS to have votes recorded through the Internet through eproxyvote.com/trp or by telephone at
1-866-977-7699. The telephone and Internet voting procedures are reasonably designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. BFDS is responsible for assisting the Price Funds in determining whether quorum is achieved and whether sufficient votes are received to approve a proposal.

Can I change my vote after I submit my proxy?

Any proxy, including those voted via the Internet or by telephone, may be revoked at any time before the votes have been submitted for tabulation at the meeting by filing a written notice of revocation with the funds, by delivering a properly executed proxy bearing a later date, or by attending the meeting and voting in person.

How can proxies be solicited?

Directors and officers of the funds, and employees of T. Rowe Price (and its affiliates), may solicit proxies by mail, in person, or by telephone. In the event that votes are solicited by telephone, shareholders will be called at the telephone number T. Rowe Price and its affiliates have in their records for their accounts, and would be asked for their Social Security number or other identifying information. The shareholders would then be given an opportunity to authorize proxies to vote their shares at the meeting in accordance with their instructions. To ensure that shareholders’ instructions have been recorded correctly, confirmation of the instructions is also mailed and a toll-free number provided in case the information contained in the confirmation is incorrect.

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To help ensure that sufficient shares of common stock are represented at the meeting to permit approval of the proposals outlined in the proxy statement, the funds will also use the services of BFDS to assist them in soliciting proxies.

Who pays for the costs involved with the proxy?

For managing the funds’ overall proxy campaign, BFDS will receive a management fee plus reimbursement for out-of-pocket expenses. BFDS will also receive fees in connection with the printing, preparing, assembling, mailing, and transmitting proxy materials on behalf of the funds, tabulating those votes that are received, and any solicitation of additional votes. While the fees received by BFDS will vary based on the level of additional solicitation necessary to achieve quorum and shareholder approval, the costs paid to BFDS are estimated to be approximately $4.7 million. In addition, securities brokers, custodians, fiduciaries, and other persons holding shares as nominees will be reimbursed, upon request, for their reasonable expenses in sending solicitation materials to the principals of the accounts. All costs of the shareholder meetings and the proxy solicitation, including the use of BFDS, will be paid for by each fund in proportion to its relative asset size. However, any of these expenses that would result in a fund’s total expense ratio exceeding its contractual expense limitation or its all-inclusive management fee rate will be borne by T. Rowe Price.

Are the funds required to hold annual meetings?

Under Maryland law, the funds are not required to hold annual meetings. The Board of Directors of each fund has determined that the funds will take advantage of this Maryland law provision to avoid the significant expense associated with holding annual meetings, including legal, accounting, printing, and mailing fees incurred in preparing proxy materials. Accordingly, no annual meetings of shareholders shall be held in any year in which a meeting is not otherwise required to be held by the 1940 Act or Maryland law, unless the Boards determine otherwise. However, special meetings of shareholders will be held in accordance with applicable law or when otherwise determined by each fund’s Board.

If a shareholder wishes to present a proposal to be included in a proxy statement for a subsequent shareholder meeting, the proposal must be submitted in writing and received by Patricia B. Lippert, Secretary of the T. Rowe Price Funds, 100 East Pratt Street, Baltimore, MD 21202, within a reasonable time before the funds begin to print and mail their proxy materials. The timely submission of a proposal does not guarantee its consideration at the meeting.

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GENERAL INFORMATION ABOUT THE FUNDS

Who are the funds’ investment adviser, principal underwriter, and other service providers?

T. Rowe Price serves as investment adviser to all of the Price Funds and provides the funds with investment management services. T. Rowe Price is a wholly owned subsidiary of T. Rowe Price Group Inc., a holding company listed on the Nasdaq® National Market. While T. Rowe Price is responsible for supervising and overseeing the funds’ investment programs, T. Rowe Price has entered into investment sub-advisory agreements with T. Rowe Price Hong Kong Limited (“Price Hong Kong”), T. Rowe Price International Ltd (“Price International”), and/or T. Rowe Price Singapore Private Ltd. (“Price Singapore”) on behalf of certain Price Funds. Price International is a wholly owned subsidiary of T. Rowe Price, and Price Hong Kong and Price Singapore are wholly owned subsidiaries of Price International.

Each fund also has an accounting services agreement with T. Rowe Price, an underwriting agreement with T. Rowe Price Investment Services, Inc. (“Investment Services”), and a transfer agency agreement with T. Rowe Price Services, Inc. (“Price Services”). The taxable funds also have a transfer agency agreement with T. Rowe Price Retirement Plan Services, Inc. (“RPS”). Each of these service providers is a wholly owned subsidiary of T. Rowe Price.

T. Rowe Price Trust Company serves as trustee and/or custodian for certain IRAs, ESAs, and small business retirement plans that utilize the funds as investment options, and is a wholly owned subsidiary of T. Rowe Price.

The address for T. Rowe Price, Investment Services, and T. Rowe Price Trust Company is 100 East Pratt Street, Baltimore, MD 21202. The address for Price Services and RPS is 4515 Painters Mill Road, Owings Mills, MD 21117. The address for Price Hong Kong is 1 Connaught Place, Room 2101-2120, Jardine House 21st Floor, Central Hong Kong. The address for Price International is 60 Queen Victoria Street, London, EC4N 4TZ, United Kingdom. The address for Price Singapore is No. 290 Orchard Road, #14-04 Paragon, Singapore 238859.

Who are the funds’ executive officers?

John R. Gilner serves as Chief Compliance Officer for all of the Price Funds. In addition, Mr. Gilner is the Chief Compliance Officer and a Vice President of T. Rowe Price, as well as a Vice President of T. Rowe Price Group, Inc. Gregory K. Hinkle serves as Treasurer for all of the Price Funds. Mr. Hinkle is a Vice President of T. Rowe Price and T. Rowe Price Group, Inc. The following table, entitled “Executive Officers of the Funds,” lists the other executive officers of all of the funds covered by this proxy statement and their positions with each fund, T. Rowe Price, and T. Rowe

PAGE 50


Price Group, Inc. Each executive officer has been an officer of T. Rowe Price, T. Rowe Price Group, Inc. and the funds for at least the last five years unless otherwise indicated.

    

Executive Officers of the Funds

Officer, Year of Birth

Position With Fund

Position With T. Rowe Price

Position With T. Rowe Price Group

Balanced

   

Charles M. Shriver, 1967

President

Vice President

Vice President

Blue Chip Growth

   

Larry J. Puglia, 1960

President

Vice President

Vice President

Capital Opportunity

   

Anna M. Dopkin, 1967a

President

Vice President

Vice President

Corporate Income

   

David A. Tiberii, 1965a

Steve Boothe, 1977d

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Diversified Mid-Cap Growth

   

Donald J. Peters, 1959

Donald J. Easley, 1971

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Diversified Small-Cap Growth

   

Sudhir Nanda, 1959

President

Vice President

Vice President

Dividend Growth

   

Thomas J. Huber, 1966

President

Vice President

Vice President

Equity Series

   

Brian C. Rogers, 1955

E. Frederick Bair, 1969

Brian W.H. Berghuis, 1958

Daniel Martino, 1976

Larry J. Puglia, 1960

Charles M. Shriver, 1967

Taymour R. Tamaddon, 1976

Ken D. Uematsu, 1969

President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Chairman of the Board, Chief Investment Officer, Director, and Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Chairman of the Board, Chairman of the Board, Chief Investment Officer, Director, and Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Fixed Income Series

   

Edward A. Wiese, 1959

Joseph K. Lynagh, 1958

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Financial Services

   

Eric L. Veiel, 1972

President

Vice President

Vice President

Floating Rate

   

Mark J. Vaselkiv, 1959

Paul M. Massaro, 1975

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Global Allocation

   

Charles M. Shriver, 1967

President

Vice President

Vice President

Global Real Estate

   

David M. Lee, 1962

President

Vice President

Vice President

Global Technology

   

Joshua K. Spencer, 1973

President

Vice President

Vice President

Growth & Income

   

Thomas J. Huber, 1966

President

Vice President

Vice President

Growth Stock

   

P. Robert Bartolo, 1972

President

Vice President

Vice President

Health Sciences

   

Taymour R. Tamaddon, 1976

President

Vice President

Vice President

High Yield

   

Mark J. Vaselkiv, 1959

President

Vice President

Vice President

PAGE 51


    

Executive Officers of the Funds

Officer, Year of Birth

Position With Fund

Position With T. Rowe Price

Position With T. Rowe Price Group

Index Trust

   

E. Frederick Bair, 1969

Ken D. Uematsu, 1969

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Inflation Focused Bond

   

Daniel O. Shackelford, 1958

President

Vice President

Vice President

Inflation Protected Bond

   

Daniel O. Shackelford, 1958

President

Vice President

Vice President

Institutional Equity Funds

   

Brian C. Rogers, 1955

Brian W.H. Berghuis, 1958

Anna M. Dopkin, 1967a

Mark S. Finn, 1963

John D. Linehan, 1965

Gregory A. McCrickard, 1958

Larry J. Puglia, 1960

Robert W. Sharps, 1971

President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Chief Investment Officer, Director, and Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Chairman of the Board, Chief Investment Officer, Director, and Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Institutional Income Funds

   

Mark J. Vaselkiv, 1959

Brian J. Brennan, 1964a

Paul A. Karpers, 1967

Paul M. Massaro, 1975

President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Institutional International Funds

   

Christopher D. Alderson, 1962a,b,c

Oliver D.M. Bell, 1969a.d

R. Scott Berg, 1972

Richard N. Clattenburg, 1979a,b,d

Michael J. Conelius, 1964a

Mark J.T. Edwards, 1957a

David J. Eiswert, 1972a

Andrew J. Keirle, 1974a

Ian D. Kelson, 1956a

Sebastien Mallet, 1974a

Raymond A. Mills, 1960a

Joshua Nelson, 1977d

Jason Nogueira, 1974

Gonzalo Pangaro, 1968a

Christopher J. Rothery, 1963a

Federico Santilli, 1974a

Robert W. Smith, 1961

President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

PAGE 52


    

Executive Officers of the Funds

Officer, Year of Birth

Position With Fund

Position With T. Rowe Price

Position With T. Rowe Price Group

International Funds

   

Christopher D. Alderson, 1962a,b,c

Oliver D.M. Bell, 1969a,d

R. Scott Berg, 1972

Richard N. Clattenburg, 1969a,b,c

Michael J. Conelius, 1964a

Jose Costa Buck, 1972a

Mark J.T. Edwards, 1957a

David J. Eiswert, 1972a

M. Campbell Gunn, 1956a

Leigh Innes, 1976a

Andrew J. Keirle, 1974a

Ian D. Kelson, 1956a

Anh Lu, 1968c

Jonathan H.W. Matthews, 1975a,d

Susanta Mazumdar, 1968c

Raymond A. Mills, 1960a

Joshua Nelson, 1977d

Jason Nogueira, 1974

Gonzalo Pangaro, 1968a

Christopher J. Rothery, 1963a

Federico Santilli, 1974a

Robert W. Smith, 1961

Dean Tenerelli, 1964a

Justin Thomson, 1968a

President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

International Index Fund

   

E. Frederick Bair, 1969

Neil Smith, 1972a,b,c

President

Executive Vice President

Vice President

Vice President

Vice President

International Series

   

Christopher D. Alderson, 1962a,b,c

Robert W. Smith, 1961

President

Executive Vice President

Vice President

Vice President

Vice President

Media & Telecommunications

   

Daniel Martino, 1974

President

Vice President

Vice President

Mid-Cap Growth

   

Brian W.H. Berghuis, 1959

John F. Wakeman, 1962

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Mid-Cap Value

   

David J. Wallack, 1960

Heather K. McPherson, 1967

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Multi-Sector Account Portfolios

   

Michael C. Gitlin, 1970a,b,c

Michael J. Conelius, 1964a

Andrew J. Keirle, 1974a

Paul M. Massaro, 1975

Andrew C. McCormick, 1960

David A. Tiberii, 1965a

Mark J. Vaselkiv, 1959

President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

New Era

   

Timothy E. Parker, 1974

President

Vice President

Vice President

New Horizons

   

Henry M. Ellenbogen, 1973

President

Vice President

Vice President

New Income

   

Daniel O. Shackelford, 1958

President

Vice President

Vice President

Personal Strategy Funds

   

Charles M. Shriver, 1967

President

Vice President

Vice President

Prime Reserve

   

Joseph K. Lynagh, 1958

President

Vice President

Vice President

PAGE 53


    

Executive Officers of the Funds

Officer, Year of Birth

Position With Fund

Position With T. Rowe Price

Position With T. Rowe Price Group

Real Assets

   

Wyatt A. Lee, 1971

President

Vice President

Vice President

Real Estate

   

David M. Lee, 1962

President

Vice President

Vice President

TRP Reserve Investment Funds

   

Joseph K. Lynagh, 1958

President

Vice President

Vice President

Retirement Funds

   

Jerome A. Clark, 1961

Wyatt A. Lee, 1971

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Science & Technology

   

Kennard W. Allen, 1977

President

Vice President

Vice President

Short-Term Bond

   

Edward A. Wiese, 1959

Joseph K. Lynagh, 1958

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Small-Cap Stock

   

Gregory A. McCrickard, 1958

President

Vice President

Vice President

Small-Cap Value

   

Preston G. Athey, 1949

President

Vice President

Vice President

Spectrum Funds

   

Charles M. Shriver, 1967

President

Vice President

Vice President

Strategic Income

   

Steven C. Huber, 1958

President

Vice President

Vice President

Summit Funds

   

Andrew C. McCormick, 1960

Joseph K. Lynagh, 1958

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Summit Municipal Funds

   

Hugh D. McGuirk, 1960

Charles B. Hill, 1961

Joseph K. Lynagh, 1958

Konstantine B. Mallas, 1963

President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Tax-Efficient Funds

   

Donald J. Peters, 1959

President

Vice President

Vice President

Tax-Exempt Money

   

Joseph K. Lynagh, 1958

President

Vice President

Vice President

Tax-Free High Yield

   

James M. Murphy, 1967

R. Lee Arnold, Jr., 1970

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Tax-Free Income

   

Konstantine B. Mallas, 1963

President

Vice President

Vice President

Tax-Free Short-Intermediate

   

Charles B. Hill, 1961

President

Vice President

Vice President

U.S. Bond Enhanced Index

   

Robert M. Larkins, 1973

President

Vice President

Vice President

U.S. Large-Cap Core

   

Jeffrey Rottinghaus, 1970

President

Vice President

Vice President

U.S. Treasury Funds

   

Brian J. Brennan, 1964a

Joseph K. Lynagh, 1958

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Value

   

Mark S. Finn, 1963

President

Vice President

Vice President

a Brian J. Brennan, Richard C. Clattenburg, Michael J. Conelius, Christopher J. Rothery, and David A. Tiberii have been Vice Presidents of T. Rowe Price International Ltd since 2009. Anna M. Dopkin and Michael C. Gitlin have been Vice Presidents of T. Rowe Price International Ltd since 2010. Christopher D. Alderson has been Director of T. Rowe Price International Ltd since 2010 and President-International Equity since 2011. Ian D. Kelson

PAGE 54


has been Director and President-International Fixed Income of T. Rowe Price International Ltd since 2011. Oliver D.M. Bell, Jose Costa Buck, Mark J.T. Edwards, Jonathan H.W. Matthews, Raymond A. Mills, Sebastien Mallet, Gonzalo Pangaro, Federico Santilli, Neil Smith, and Justin Thomson have been Vice Presidents of T. Rowe Price International Ltd since 2011.

b Christopher D. Alderson has been Director of T. Rowe Price Singapore Ltd. since 2010 and Vice President since 2011. Richard Clattenburg, Michael C. Gitlin, and Neil Smith have been Vice Presidents of T. Rowe Price Singapore Private Ltd. since 2011.

c Christopher D. Alderson has been Director and Company’s Representative of T. Rowe Price Hong Kong Ltd since 2011 and Vice President since 2011. Michael C. Gitlin, Anh Lu, Susanta Mazumdar, and Neil Smith have been Vice Presidents of T. Rowe Price Hong Kong Limited since 2011.

d Richard N. Clattenburg and Jonathan H.W. Matthews have been Vice Presidents of T. Rowe Price Group since 2009. Steven E. Boothe and Joshua Nelson have been Vice Presidents of T. Rowe Price Group since 2010. Oliver D.M. Bell has been Vice President of T. Rowe Price Group since 2012.

For all funds other than those referred to in the next sentence, the executive officers and directors of each fund, as a group, beneficially owned, directly or indirectly, less than 1% of any of the fund’s outstanding shares as of June 30, 2013. For the following funds, the executive officers and directors/trustees of each fund, as a group, beneficially owned, directly or indirectly, the following percentages of each such fund’s outstanding shares as of June 30, 2013: Africa & Middle East Fund (1.11%); Emerging Markets Local Currency Bond Fund (1.87%); Global Large-Cap Stock Fund (5.71%); Institutional Floating Rate Fund (4.19%); Institutional Floating Rate Fund–F Class (1.70%); Maryland Short-Term Tax-Free Bond Fund (2.66%); Maryland Tax-Free Bond Fund (1.06%); Summit Cash Reserve Fund (1.89%); Summit Municipal Money Market Fund (1.68%); Tax-Exempt Money Fund (11.94%); Tax-Efficient Equity Fund (6.48%); and U.S. Large-Cap Core Fund (3.44%).

How many outstanding shares are there of each fund?

The following table, entitled “Outstanding Shares of Capital Stock,” sets forth the outstanding shares of capital stock of each fund, as of May 31, 2013.

  

Outstanding Shares of Capital Stock

T. Rowe Price Fund

Outstanding Shares of
Capital Stock

Africa & Middle East

20,665,019

Balanced

163,039,656

Blue Chip Growth

341,244,054

Blue-Chip Growth Portfolio

24,189,036

Capital Opportunity

25,245,143

Corporate Income

64,977,974

Diversified Mid-Cap Growth

12,603,238

Diversified Small-Cap Growth

26,766,639

Dividend Growth

114,285,797

PAGE 55


  

Outstanding Shares of Capital Stock

T. Rowe Price Fund

Outstanding Shares of
Capital Stock

Emerging Europe

19,850,480

Emerging Markets Bond

293,755,936

Emerging Markets Corporate Bond

4,801,301

Emerging Markets Corporate Multi-Section Account Portfolio

2,359,193

Emerging Markets Local Currency Bond

6,714,267

Emerging Markets Local Multi-Sector Account Portfolio

3,885,833

Emerging Markets Stock

223,285,502

Equity Income Portfolio

44,122,498

Equity Index 500

401,729,759

Equity Index 500 Portfolio

940,245

European Stock

47,159,590

Extended Equity Market Index

25,337,662

Financial Services

28,707,393

Floating Rate

15,800,708

Floating Rate Multi-Sector Account Portfolio

4,703,629

Global Allocation

2,700,433

Global Infrastructure

4,181,683

Global Large-Cap Stock

4,127,692

Global Real Estate

12,255,354

Global Stock

23,279,079

Global Technology

64,746,740

TRP Government Reserve Investment

1,668,923,361

Growth & Income

50,694,836

Growth Stock

813,224,595

Health Sciences

134,754,689

Health Sciences Portfolio

9,987,935

High Yield

1,281,160,515

High Yield Multi-Sector Account Portfolio

1,493,421

Inflation Focused Bond

862,375,068

Inflation Protected Bond

38,264,130

Institutional Africa & Middle East

27,999,690

Institutional Concentrated International Equity

700,000

Institutional Core Plus

25,052,925

Institutional Emerging Markets Bond

28,171,809

Institutional Emerging Markets Equity

34,600,822

Institutional Floating Rate

270,564,016

Institutional Global Equity

14,679,368

Institutional Global Large-Cap Equity

6,520,966

Institutional Global Value Equity

700,000

Institutional High Yield

292,522,204

Institutional International Bond

20,955,319

Institutional International Core Equity

6,402,270

Institutional International Growth Equity

4,749,011

Institutional Large-Cap Core Growth

41,647,188

PAGE 56


  

Outstanding Shares of Capital Stock

T. Rowe Price Fund

Outstanding Shares of
Capital Stock

Institutional Large-Cap Growth

320,147,491

Institutional Large-Cap Value

78,995,293

Institutional Long Duration Credit

Institutional Mid-Cap Equity Growth

100,155,648

Institutional Small-Cap Stock

73,305,570

Institutional U.S. Structured Research

53,784,521

International Bond

543,051,685

International Discovery

65,458,794

International Equity Index

36,169,541

International Growth & Income

518,592,993

International Stock

731,843,067

International Stock Portfolio

20,987,375

Investment-Grade Corporate Multi-Sector Account Portfolio

2,705,133

Japan

28,926,603

Latin America

41,961,128

Limited-Term Bond Portfolio

31,941,466

Media & Telecommunications

43,023,844

Mid-Cap Growth

313,627,995

Mid-Cap Growth Portfolio

13,913,092

Mid-Cap Value

380,413,770

Mortgage-Backed Securities Multi-Sector Account Portfolio

1,881,641

New America Growth Portfolio

6,619,358

New Asia

287,429,622

New Era

100,443,556

New Horizons

304,991,525

New Income

2,239,963,538

Overseas Stock

674,006,473

Personal Strategy Balanced

83,151,729

Personal Strategy Balanced Portfolio

7,994,187

Personal Strategy Growth

45,830,540

Personal Strategy Income

66,215,363

Prime Reserve

5,850,823,645

Prime Reserve Portfolio

19,851,731

Real Assets

297,860,613

Real Estate

173,503,928

TRP Reserve Investment

16,898,777,838

Retirement 2005

111,729,141

Retirement 2010

346,587,800

Retirement 2015

598,525,991

Retirement 2020

948,476,045

Retirement 2025

774,544,085

Retirement 2030

784,134,182

Retirement 2035

526,585,812

Retirement 2040

519,683,979

PAGE 57


  

Outstanding Shares of Capital Stock

T. Rowe Price Fund

Outstanding Shares of
Capital Stock

Retirement 2045

310,703,496

Retirement 2050

237,507,178

Retirement 2055

63,632,641

Retirement Income

219,860,984

Science & Technology

88,167,948

Short-Term Bond

1,403,916,919

Short-Term Reserve

165,577,350

Small-Cap Stock

220,174,094

Small-Cap Value

200,255,231

Spectrum Growth

165,585,366

Spectrum Income

515,137,344

Spectrum International

83,464,434

Strategic Income

24,804,941

Summit Cash Reserves

5,711,609,653

Summit GNMA

19,591,935

Summit Municipal Income

73,474,570

Summit Municipal Intermediate

213,622,785

Summit Municipal Money Market

188,489,250

Tax-Efficient Equity

6,669,894

Tax-Exempt Money

844,793,227

Tax-Free High Yield

221,722,609

Tax-Free Income

303,061,078

Tax-Free Short-Intermediate

352,152,539

Total Equity Market Index

42,125,801

U.S. Bond Enhanced Index

62,535,678

U.S. Large-Cap Core

3,535,092

U.S. Treasury Intermediate

73,584,102

U.S. Treasury Long-Term

32,788,774

U.S. Treasury Money

1,927,308,023

Ultra Short-Term Bond

35,540,122

Value

499,873,004

Who are the principal holders of each fund’s shares?

The following table, entitled “Principal Holders of Fund Shares,” provides the shareholders of record that owned more than 5% of the indicated funds and/or classes, as of May 31, 2013.

PAGE 58


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Africa & Middle East

National Financial Services for the Exclusive Benefit of Our Customers
Jersey City, New Jersey 07310

University of Arkansas Foundation, Inc.
Fayetteville, Arkansas 72701

1,048,058



2,339,010

5.07



11.32

Balanced

T. Rowe Price Trust Company
Baltimore, Maryland 21297

62,279,335

38.20(c)

Blue Chip Growth

Edward D. Jones & Company
Shareholder Accounting
Saint Louis, Missouri 63131

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Retirement Plan Services
Blue Chip Growth Fund
Baltimore, Maryland 21297

34,648,458



38,299,728


29,093,863

11.46



12.67


9.62

Blue Chip Growth Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account
San Francisco, California 94105

National Financial Services for the Exclusive Benefit of Our Customers

4,678,052



6,442,119

13.78



18.98

Blue Chip Growth Fund–
R Class

American United Life
Separate Account II
Indianapolis, Indiana 46206

Emjay Corporate Customer
FBO Plans of RPSA Customers
c/o Great West
Greenwood Village, Colorado 80111

ING Life Insurance & Annuity Company
Windsor, Connecticut 06095

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting
Columbus, Ohio 43218

NFS LLC
FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans
Harrison, New York 10528

State Street Corporation Trustee
FBO ADP Access
Boston, Massachusetts 02111

307,402



272,606




257,192


337,089



587,490





688,360

6.22



5.52




5.21


6.83



11.90





13.94

PAGE 59


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Blue Chip Growth Portfolio

Ameritas Life Insurance Corporation
Separate Account LLVA
Lincoln, Nebraska 68510

AUL American Individual Variable Annuity Unit Trust 1
Indianapolis, Indiana 46206

CUNA Mutual Group

Variable Annuity Account
c/o Fund Accounting
Waverly, Iowa 50677

Great-West Life & Annuity Client Plans
Great-West Life & Annuity Insurance Company
Englewood, Colorado 80111

NYLIAC
NYLIM Center
Parsippany, New Jersey 07054

Security Benefit Life Insurance Company
FBO T. Rowe Price No-Load Variable Annuity
Topeka, Kansas 66636

Sun Life Assurance Company of Canada (US)
Non-Qualified Def Comp Plan
Wellesley Hills, Massachusetts 02481

Sun Life Assurance Company of Canada (US)
Variable Account G SC 1145
Wellesley Hills, Massachusetts 02481

Transamerica Life Insurance Company
EM Operational Accounting
Cedar Rapids, Iowa 52499

750,745



1,604,357



1,045,293




1,055,662



1,721,842



798,089



1,153,803



674,841



1,413,631

5.85



12.51



8.15




8.23



13.43



6.22



9.00



5.26



11.02

Blue Chip Growth Portfolio-II

Ameritas Life Insurance Corporation
Separate Account VA-2

Jefferson National Life Insurance Company
Louisville, Kentucky 40223

Lincoln Benefit Life Company
Lincoln Benefit Variable Annuity I A
Topeka, Kansas 66636

Nationwide Life Insurance Company
NWPP
c/o IPO Portfolio Accounting
Columbus, Ohio 43218

Pacific Select Executive
Separate Account of Pacific Life
Newport Beach, California 92660

Principal Life Insurance Company
VA2004
Des Moines, Iowa 50392

2,975,855


735,010


1,204,256



1,219,926




2,385,700



620,709

26.19(a)


6.47


10.60



10.74




20.99



5.46

PAGE 60


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Capital Opportunity

McWood & Company
Raleigh, North Carolina 27626

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Associates
Baltimore, Maryland 21202

9,651,384


2,650,238


1,227,569

39.31(a)


10.80


5.00

Capital Opportunity Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

Reliance Trust Company
FBO Retirement Plans Serviced by Metlife

c/o Fascore LLC
Greenwood Village, Colorado 80111

77,065


163,017

26.06(a)


55.12(a)

Capital Opportunity Fund–
R Class

Capital Bank & Trust Company Trustee

FBO Jeff Wyler Auto Family Inc. RSP 401(k)

Greenwood Village, Colorado 80111

Capital Bank & Trust Company Trustee
FBO Machinery System Inc. Employees PSP

Charles Schwab & Company, Inc.
Reinvest Account

FIIOC as Agent
FBO Porterfield, Harper & Mills P.A.
Covington, Kentucky 41015

FIIOC as Agent
FBO Shepherd Electric Co., Inc.

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting

NFS LLC
FEBO Reliance Trust Company TTEE/CUST
For TRS FBO Various Retirement Plans
Los Angeles, California 90015

21,480



42,265


38,072


20,699



151,726


24,157


23,050

5.81



11.44


10.30


5.60



41.07(a)



6.54


6.24

Corporate Income

Spectrum Income Fund
T. Rowe Price Associates
Baltimore, Maryland 21202

26,659,115

41.05(d)

Diversified Small-Cap Growth

Pershing LLC

SEI Private Trust Company
c/o Suntrust Bank
Oaks, Pennsylvania 19456

2,506,168

7,543,527

9.36

28.18(a)

Dividend Growth

Edward D. Jones & Company
Shareholder Accounting

MLPF&S for the Sole Benefit of Its Customers
Jacksonville, Florida 32246

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Trust Company
Dividend Growth Fund (DGF)

14,097,853


9,265,810


25,256,709


6,211,402

13.15


8.64


23.56


5.79

PAGE 61


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Dividend Growth Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of Our Customers

Wells Fargo Bank
FBO Various Retirement Plans
Charlotte, North Carolina 28288

573,838


4,782,683


481,698

8.13


67.80(a)


6.83

Emerging Europe

National Financial Services for the Exclusive Benefit of Our Customers

1,655,991

8.35

Emerging Markets Bond

Retirement Portfolio 2010
T. Rowe Price Associates

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Spectrum Income Fund
T. Rowe Price Associates

16,003,819


19,084,615

35,392,318

16,830,431

19,377,249

48,647,586

5.45


6.50

12.06

5.73

6.60

16.58

Emerging Markets Corporate Bond

T. Rowe Price Associates

2,271,697

47.71(e)

Emerging Markets Corporate Bond Fund–Advisor Class

T. Rowe Price Associates

25,117

94.07(e)

Emerging Markets Corporate Multi-Sector Account Portfolio

CBE of New Brunswick
Fredericton, NB E3B 5H8
Canada

St. Paul Teachers Retirement Fund Association
Saint Paul, Minnesota 55104

T. Rowe Price Associates

789,497



373,647



1,200,000

33.41(a)



15.81



50.78(e)

Emerging Markets Stock

National Financial Services for the Exclusive Benefit of Our Customers

Pershing LLC

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2040

25,021,540


13,937,269

20,633,265

13,766,497

22,027,799

16,217,665

11.21


6.24

9.24

6.17

9.87

7.26

Emerging Markets Local Currency Bond

T. Rowe Price Associates

1,179,063

17.87

Emerging Markets Local Currency Bond Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

T. Rowe Price Associates

45,164


25,084

55.86(a)


31.02(e)

PAGE 62


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Emerging Markets Local Multi-Sector Account Portfolio

CBE of New Brunswick

St. Paul Teachers Retirement Fund Association

T. Rowe Price Associates

2,700,226

1,144,640


1,200,000

53.52(a)

22.69


23.79

Equity Income Portfolio

American United Life
American Unit Trust
Indianapolis, Indiana 46206

American United Life
Separate Account II

Pruco Life Insurance Company
Flexible Premium
Variable Annuity Account
Newark, New Jersey 07102

Security Benefit Life Insurance Company
FBO T. Rowe Price No-Load Variable Annuity

Transamerica Life Insurance Company
EM Operational Accounting

4,388,492



6,067,056


2,902,003




2,558,437


1,616,169

14.40



19.91


9.52




8.39


5.30

Equity Income Portfolio-II

Lincoln Benefit Life Company

Nationwide Insurance Company
NWVLI-4
c/o IPO Portfolio Accounting
Columbus, Ohio 43218

Nationwide Life Insurance Company
NWPP

Pacific Select Executive
Separate Account of Pacific Life

907,036

2,459,533




4,322,967


2,070,835

6.65

18.03




31.68(a)


15.18

Equity Index 500

Retirement Portfolio 2010

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

34,698,707

39,759,270

70,701,104

34,914,238

40,056,245

8.64

9.90

17.60

8.69

9.97

Equity Index 500 Portfolio

Great-West Life & Annuity Client Plans

Great-West Life & Annuity Insurance Company

Security Benefit Life Insurance Company

FBO T. Rowe Price No-Load Variable Annuity

84,499


739,927

8.99


78.70(f)

European Stock

Charles Schwab & Company, Inc.
Reinvest Account

Spectrum International Fund
T. Rowe Price Associates

2,996,461


11,619,278

6.35


24.64

PAGE 63


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Extended Equity Market Index

TD Ameritrade, Inc.
FBO Our Customers
Omaha, Nebraska 68103

T. Rowe Price Trust Company

1,699,319



2,897,329

6.71



11.43

Financial Services

Vanguard Fiduciary Trust Company

T. Rowe Price Retail Class Funds

5,492,951

19.12

Floating Rate

National Financial Services for the Exclusive Benefit of Our Customers

Pershing LLC

TD Ameritrade, Inc.
FBO Our Customers
Omaha, Nebraska 68103

T. Rowe Price Associates

1,317,023


962,490

769,254



2,475,000

8.70


6.36

5.08



16.36

Floating Rate Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

JP Morgan Clearing Corporation

Omnibus Account for the Exclusive Benefit of Customers
Brooklyn, New York 11245

Pershing LLC

194,373


121,391




299,357

28.22(a)


17.62




43.46(a)

Floating Rate Multi-Sector Account Portfolio

CBE of New Brunswick

T. Rowe Price Associates

2,213,418

2,500,000

46.96(a)

53.04(e)

Global Allocation Fund

T. Rowe Price Associates

2,475,000

85.55(e)

Global Allocation Fund–Advisor Class

T. Rowe Price Associates

25,000

100.00(e)

Global Infrastructure

T. Rowe Price Associates

560,714

13.55

Global Infrastructure Fund–Advisor Class

National Financial Services for the Exclusive Benefit of Our Customers

SEI Private Trust Company
c/o Citigroup Commissionable

TD Ameritrade, Inc.
FBO Our Customers

T. Rowe Price Associates

22,776


12,192


4,226


14,178

39.27(a)


21.02


7.29


24.44

Global Large-Cap Stock

San Gabriel III LLC
Baltimore, Maryland 21212

T. Rowe Price Associates

Trustees of T. Rowe Price U.S. Retirement Program
Baltimore, Maryland 21289

243,477


449,608

363,207

5.95


10.98

8.87

Global Large-Cap Stock Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

Pershing LLC

T. Rowe Price Associates

2,984


3,558

25,000

8.14


9.70

68.18(e)

PAGE 64


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Global Real Estate

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of Our Customers

Pershing LLC

TD Ameritrade, Inc.
FBO Our Customers

T. Rowe Price Associates

922,786


598,748


1,269,132

1,430,961


575,000

8.12


5.27


11.16

12.59


5.06

Global Real Estate Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of Our Customers

Pershing LLC

268,534


342,431


42,123

32.32(a)


41.21(a)


5.07

Global Stock

JPMorgan as Directed Trustee for Ernst & Young
Defined Benefit Retirement Plan Trust
New York, New York 10004

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Plan

3,279,697




2,139,693

14.13




9.22

Global Stock Fund–Advisor Class

FIIOC as Agent
FBO REDAPT Systems Inc. 401K PSP

National Financial Services for the Exclusive Benefit of Our Customers

Pershing LLC

13,535


27,419


3,914

23.01


46.61(a)


6.65

Global Technology

Charles Schwab & Company, Inc.
Reinvest Account

MLPF&S for the Sole Benefit of Its Customers

National Financial Services for the Exclusive Benefit of Our Customers

Pershing LLC

9,236,014


4,694,501

4,508,168


3,826,161

14.27


7.25

6.96


5.91

TRP Government Reserve Investment

Barnaclesail

c/o T. Rowe Price Associates

Bridgesail & Co.

c/o T. Rowe Price Associates

Heirloom & Company
c/o T. Rowe Price Associates

T. Rowe Price Retirement Plan Services, Inc.
Owings Mills, Maryland 21117

Weatherboard & Company
c/o T. Rowe Price Associates

901,185,991


167,559,725


115,553,849

152,381,492



88,064,672

54.00(d)


10.04


6.92


9.13



5.28

Growth & Income

T. Rowe Price Trust Company

3,651,074

7.20

PAGE 65


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Growth Stock

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of Our Customers

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035

Retirement Portfolio 2040

T. Rowe Price Trust Company

41,933,727


62,427,534


49,966,346

39,910,946

71,407,699

38,977,018

58,620,358

49,125,177

5.76


8.57


6.86

5.48

9.80

5.35

8.05

6.74

Growth Stock Fund–Advisor Class

ICMA Retirement Trust
Washington, D.C. 20002

National Financial Services for the Exclusive Benefit of Our Customers

3,847,025


19,183,241

5.96


29.74(a)

Growth Stock Fund–R Class

Hartford Life Insurance Company
Separate Account

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting

State Street Corporation Trustee
FBO ADP Access

Suntrust Bank
FBO Various Suntrust Omnibus Accounts
Greenwood Village, Colorado 80111

1,323,235


1,265,134


2,092,830


2,715,890

6.64


6.35


10.50


13.63

Health Sciences

Charles Schwab & Company, Inc.
Reinvest Account

John Hancock Life Insurance Company USA

National Financial Services for the Exclusive Benefit of Our Customers

9,322,442


12,247,060

11,501,913

6.92


9.09

8.53

PAGE 66


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Health Sciences Portfolio

American National Group
Unallocated VA Corp
Galveston, Texas 77550

First Security Benefit Life & Annuity Company of New York
FBO T. Rowe Price No-Load Variable Annuity
Topeka, Kansas 66636

Great-West Life & Annuity Client Plans
Great-West Life & Annuity Insurance Company

Security Benefit Life Insurance Company
FBO T. Rowe Price No-Load Variable Annuity

Transamerica Life Insurance Company
EM Operational Accounting

254,852



84,961




140,592


700,588


260,865

17.44



5.81




9.62


47.94(f)


17.85

Health Sciences Portfolio-II

Nationwide Insurance Company
NWVLI-4

National Life Insurance Company
NWVA9

National Life Insurance Company
NWVAII

Principal Life Insurance Company
VA2004

Separate Account 70 of the AXA Equitable Life Insurance Company
New York, New York 10104

624,393


1,410,012


3,516,384


653,398


974,251

7.32


16.54


41.24(a)


7.66


11.43

High Yield

Edward D. Jones & Company
Shareholder Accounting

Retirement Portfolio 2020

Spectrum Income Fund
T. Rowe Price Associates

79,595,261


75,779,674

174,103,817

7.00


6.66

15.30

High Yield Fund–Advisor Class

National Financial Services for the Exclusive Benefit of Our Customers

124,567,184

87.72(a)

High Yield Multi-Sector Account Portfolio

St. Paul Teachers Retirement Fund Association

T. Rowe Price Associates

521,879


1,000,000

34.29(a)


65.71(e)

Inflation Focused Bond

Retirement Portfolio 2005

Retirement Portfolio 2010

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Income Portfolio

44,937,610

154,770,061

122,461,532

146,375,655

45,577,931

188,484,583

5.21

17.95

14.20

16.97

5.29

21.86

PAGE 67


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Inflation Protected Bond

Pershing LLC

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Inflation Protected Bond

2,478,457

2,910,412

6.50

7.63

Institutional Africa & Middle East

Crystal Bridges Museum of American Art Inc.

Bentonville, Arkansas 72712

John S. and James L. Knight Foundation
Wachovia Financial Center, Suite 3300
Miami, Florida 33131

National Financial Services for the Exclusive Benefit of Our Customers

SEI Private Trust Company
c/o Mellon Bank

2,732,370


4,274,500



16,162,783


1,686,167

9.76


15.27



57.72(a)


6.02

Institutional Concentrated International Equity

T. Rowe Price Associates

700,000

100.00(e)

Institutional Core Plus

JPMorgan Chase Bank Trustee for
The State of California Savings Plus Program
New York, New York 10004

Janette Stump, James Carney & Howard Kline, Trustees
Special Metals Corporation Retiree Benefit Trust
Pittsburgh, Pennsylvania 15222

National Financial Services for the Exclusive Benefit of Our Customers

The Church Foundation
Philadelphia, Pennsylvania 19106

T. Rowe Price Associates

5,254,928



3,565,244





8,340,912


3,335,576


1,814,848

21.20



14.39





33.66(a)


13.46


7.32

Institutional Core Plus Fund–F Class

Charles Schwab & Company, Inc.
Reinvest Account

LPL Financial
San Diego, California 92121

13,517


56,498

5.20


21.74

PAGE 68


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Institutional Emerging Markets Bond

Charles Schwab & Company, Inc.
Reinvest Account

Ladybird & Company
c/o T. Rowe Price Associates

Ladybug & Company
c/o T. Rowe Price Associates

Lakeside & Company
c/o T. Rowe Price Associates

National Financial Services for the Exclusive Benefit of Our Customers

Pershing LLC

Rockyledge & Company
c/o T. Rowe Price Associates

3,775,428


7,340,144


7,324,713


2,264,725


2,246,443


1,944,228

1,501,797

13.40


26.06(d)


26.00(d)


8.04


7.97


6.90

5.33

Institutional Emerging Markets Equity

Goldman Sachs & Company
Exclusive Benefit of Customers
New York, New York 10004

JPMorgan Chase Bank NA as Directed
Trustee for the Deloitte Pension Plan

Ladybug & Company

Lakeside & Company

Mac & Company
Pittsburgh, Pennsylvania 15230

National Financial Services for the Exclusive Benefit of Our Customers

Wells Fargo Bank NA
FBO Omnibus Account

3,181,795



2,032,787


2,392,704

2,172,131

2,567,165


5,769,935


2,539,616

9.20



5.88


6.92

6.28

7.42


16.68


7.34

Institutional Floating Rate

DPERS-Floating Rate Fund Account
Ashford Consulting Group
Wilmington, Delaware 19807

National Financial Services for the Exclusive Benefit of Our Customers

Pershing LLC

Seamile & Company
c/o T. Rowe Price Associates

Taskforce & Company
c/o T. Rowe Price Associates

Tuna & Company
c/o T. Rowe Price Associates

35,994,632



13,727,494


9,472,365

17,545,200


19,839,970


32,023,681

19.11



7.29


5.03

9.32


10.54


17.00

Institutional Floating Rate Fund–F Class

Mac & Company

5,245,760

6.39

PAGE 69


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Institutional Global Equity

Mac & Company

National Financial Services for the Exclusive Benefit of Our Customers

SEI Private Trust Company
c/o SunTrust Bank

7,924,570

5,482,646


1,272,152

53.98(a)

37.35(a)


8.67

Institutional Global Large-Cap Equity

Croda Inc. Defined Benefit Plan Master TR
c/o State Street Bank and Trust Company
Kansas City, Missouri 64105

Longwood Foundation Inc.
Wilmington, Delaware 19801

State Street Bank & Trust Company as
Trustee for Master Trust for Defined Benefit Plans of Syngenta Corporation
Kansas City, Missouri 64105

T. Rowe Price Associates

384,869



3,382,315


1,702,735




500,000

5.91



51.94(a)


26.15(a)




7.68

Institutional Global Value Equity

T. Rowe Price Associates

700,000

100.00(e)

Institutional High Yield

Bread & Company
c/o T. Rowe Price Associates

Goldman Sachs & Company
Exclusive Benefit of Customers

National Financial Services for the Exclusive Benefit of Our Customers

Tuna & Company

14,626,427


63,765,064


70,368,587


30,285,499

5.00


21.82


24.08


10.36

Institutional International Bond

Charles Schwab & Company, Inc.
Special Custody A/C FBO Customers

Ladybird & Company

Ladybug & Company

Lakeside & Company

2,721,005


6,431,512

6,560,038

2,001,015

13.03


30.80(d)

31.42(d)

9.58

Institutional International Core Equity

Dekalb County Pension Plan
Decatur, Georgia 30030

6,357,628

99.30(a)

PAGE 70


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Institutional International Growth Equity

Brics & Company
FBO Link Belt Pension–T. Rowe Price
Dallas, Texas 75254

BNA Foreign Equity Fund
Arlington, Virginia 22202

National Financial Services for the Exclusive Benefit of Our Customers

State Street Bank & Trust Company Custodian
Houston Metro Transit Authority Fund–MTA Union
Kansas City, Missouri 64105

State Street Bank & Trust Company Custodian
Houston Metro Transit Authority Fund–MTA Non-Union

The Church Foundation

559,300



787,467


242,105


1,389,529




1,061,163



473,600

11.78



16.58


5.10


29.26(a)




22.34



9.97

Institutional Large-Cap Core Growth

Great-West Trust Company
Retirement Plans
Greenwood Village, Colorado 80111

Mercer Trust Co. Trustee
FBO The Mallinckrodt Pharmaceutical
Retirement Savings and Investment Plan
Norwood, Massachusetts 02062

National Financial Services for the Exclusive Benefit of Our Customers

PIMS/Prudential Retirement as Nominee for the Trustee/Custodian
Union Bank 401(k) Plan
San Francisco, California 94104

SEI Private Trust Company

State Street Corporation TR
FBO Hallmark Cards, Inc.
Boston, Massachusetts 02111

3,372,270



3,651,397




8,976,831


4,404,007




2,145,154

3,183,685

8.10



8.77




21.55


10.57




5.15

7.64

Institutional Large-Cap Growth

Bank of America NA Trustee for
The Bank of America 401(k) Plan
Houston, Texas 77002

Charles Schwab & Company, Inc.
Reinvest Account

MLPF&S for the Sole Benefit of Its Customers

National Financial Services for the Exclusive Benefit of Our Customers

SEI Private Trust Company
c/o Suntrust Bank

43,527,690



21,067,258


25,772,743

42,642,744


18,177,994

13.60



6.58


8.06

13.33


5.68

PAGE 71


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Institutional Large-Cap Value

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of Our Customers

Prudential Bank & Trust
FSB Trustee New York Metro Transit Authority
Hartford, Connecticut 06103

10,019,070


25,747,826


7,356,955

12.68


32.60(a)


9.31

Institutional Mid-Cap Equity Growth

ING as Custodian/Recordkeeper
Kentucky Public Employees Deferred Compensation Plan
North Quincy, Massachusetts 02171

JPMorgan Chase Trustee
FBO Pearson Inc. Retirement Plan
c/o JPMorgan RPS Management Reporting Team
Overland Park, Kansas 66211

Mac & Company

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus DST
TRP Institutional Mid-Cap Equity Growth

Vanguard Fiduciary Trust Company
T. Rowe Institutional Class

Wells Fargo Bank
FBO Lowes 401(k) Plan

6,745,612




6,867,433





5,574,025

21,538,331


19,516,175



6,007,213


5,511,294

6.74




6.86





5.57

21.51


19.49



6.00


5.50

Institutional Small-Cap Stock

National Financial Services for the Exclusive Benefit of Our Customers

PIMS/Prudential Retirement
As Nominee for The Trustee/Custodian
Union Bank 401(k) Plan

Vanguard Fiduciary Trust Company
T. Rowe Price Institutional Class

46,773,038


5,905,025



11,505,898

63.81(a)


8.06



15.70

Institutional U.S. Structured Research

National Financial Services for the Exclusive Benefit of Our Customers

The Harry and Jeanette Weinberg Foundation, Inc.
Owings Mills, Maryland 21117

Wells Fargo Bank NA
FBO UCARE Minnesota

Wells Fargo Bank NA
FBO PHP - T. Rowe Price Institutional Structured Research

17,513,562


3,806,224



2,930,063


4,140,242

32.56(a)


7.08



5.45


7.70

PAGE 72


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

International Bond

Edward D. Jones & Company
Shareholder Accounting

National Financial Services for the Exclusive Benefit of Our Customers

Retirement Portfolio 2020

Spectrum Income Fund
T. Rowe Price Associates

87,550,114


40,691,824


45,213,423

79,348,149

16.73


7.78


8.64

15.16

International Bond Fund–Advisor Class

Morgan Stanley Smith Barney

Pershing LLC

4,246,376

1,160,726

22.02

6.02

International Discovery

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of Our Customers

State Street Bank & Trust Company as
Trustee for the Ford Motor Company
Master Trust
c/o SSGA Fiduciary Savings
Quincy, Massachusetts 02169

Vanguard Fiduciary Trust Company
T. Rowe Price Retail Class Funds

5,108,564


5,542,021


5,623,610





6,371,531

7.81


8.47


8.59





9.74

International Equity Index

T. Rowe Price Retirement Plan Services, Inc.
Omnibus
New Business Conv. Assets

5,823,781

16.09

International Growth & Income

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035

Retirement Portfolio 2040

Spectrum Growth Fund
T. Rowe Price Associates

29,079,558

73,345,422

49,153,056

78,183,901

39,803,395

58,024,266

31,267,815

5.76

14.54

9.74

15.50

7.89

11.50

6.20

International Growth & Income Fund–Advisor Class

American United Life
American Unit Investment Trust

Pershing LLC

State Street Corporation Trustee
FBO ADP Access

753,962


3,555,648

3,026,626

7.06


33.30(a)

28.35(a)

PAGE 73


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

International Growth & Income Fund–R Class

American United Life
Separate Account II

DCGT as Trustee and/or Custodian
FBO Principal Financial Group
Qualified Print Advertising Omnibus

Emjay Corporation Customer
FBO Plans of RPSA Customers
c/o Great West

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting

State Street Corporation Trustee
FBO ADP Access

605,641


237,550



185,953



280,467


1,069,204

17.54


6.88



5.39



8.12


30.97(a)

International Stock

Edward D. Jones & Company

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035

Retirement Portfolio 2040

61,729,952

67,024,099

44,592,405

70,730,985

35,808,175

52,477,603

8.64

9.39

6.24

9.90

5.01

7.35

International Stock Fund–Advisor Class

National Financial Services for the Exclusive Benefit of Our Customers

15,384,121

89.49(a)

International Stock Fund–
R Class

American United Life
American Unit Trust

American United Life
Separate Account II

Capital Bank & Trust Company Trustee
c/o Fascore LLC
PATTCO LLC 401(k)

DCGT as Trustee and/or Custodian
FBO Principal Financial Group
Qualified Print Advertising Omnibus

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting

37,431


159,039


41,234



24,885



38,227

9.79


41.58(a)


10.78



6.51



9.99

PAGE 74


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

International Stock Portfolio

Allamerica Financial Life Insurance and Annuity Company
Topeka, Kansas 66636

American National Group
Unallocated VA Corp

Farm Bureau Life Insurance Company
West Des Moines, Iowa 50266

NYLIAC

Pruco Life Insurance Company
Plaz Annuity

Pruco Life Insurance Company
Plaz Life

Security Benefit Life Insurance Company
FBO T. Rowe Price No-Load Variable Annuity

3,733,035



1,198,787


1,276,004


1,936,154

1,485,867


2,400,044


1,463,273

17.79



5.71


6.08


9.23

7.08


11.44


6.97

Investment-Grade Corporate Multi-Sector Account Portfolio

CBE of New Brunswick

St. Paul Teachers Retirement Fund Association

T. Rowe Price Associates

1,485,109

248,914


1,000,000

54.32(a)

9.10


36.58(e)

Japan

Spectrum International Fund
T. Rowe Price Associates

5,071,173

17.56

Latin America

Charles Schwab & Company, Inc.
Reinvest Account

Pershing LLC

3,675,623


2,922,246

8.77


6.97

PAGE 75


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Limited-Term Bond Portfolio

AUL Individual Variable Annuity Unit Trust 1

Great-West Life & Annuity Insurance Company
Great-West Life & Annuity Client Plans

JP Morgan Chase Bank Customer FBO
Intelligent Variable Annuity
TIAA-CREF Life Separate A/C VA-1 of
TIAA-CREF Life Insurance Company
Charlotte, North Carolina 28262

Nationwide Life Insurance Company
NWPP

NYLIAC

Paragon Life Insurance Company
Mail Code A2-10
Saint Louis, Missouri 63128

Security Benefit Life Insurance Company
FBO T. Rowe Price No-Load Variable Annuity

10,268,963

2,077,359


2,006,125





2,128,047


3,262,862

1,638,854



2,798,899

32.90(a)

6.65


6.43





6.82


10.45

5.25



8.97

Limited-Term Bond
Portfolio-II

First Security Benefit Life
Variable Annuity Account A
Topeka, Kansas 66636

Jefferson National Life Insurance Company

66,586



596,503

9.18



82.28(a)

Media & Telecommunications

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Trust Company
Media & Telecommunications Fund

2,655,694


2,278,911


3,214,616

6.18


5.30


7.47

Mid-Cap Growth

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Trust Company

23,383,676


40,794,563


41,956,176

7.95


13.86


14.26

Mid-Cap Growth Fund–Advisor Class

MLPF&S for the Sole Benefit of its Customers

Morgan Stanley Smith Barney

National Financial Services for the Exclusive Benefit of Our Customers

1,048,154

909,972

3,835,869

6.97

6.05

25.51(a)

PAGE 76


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Mid-Cap Growth Fund–R Class

American United Life
Separate Account II

ING Life Insurance & Annuity Company

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting

Suntrust Bank
FBO Various Suntrust Omnibus Accounts

416,397


800,961

609,387


578,023

9.66


18.59

14.14


13.41

Mid-Cap Growth Portfolio

C.M. Life Insurance Company
Springfield, Massachusetts 01111

Farm Bureau Life Insurance Company
West Des Moines, Iowa 50266

MML Baystate Life Insurance Company
Springfield, Massachusetts 01111

Mass Mutual Life Insurance Company
Springfield, Massachusetts 01111

Security Benefit Life Insurance Company
FBO T. Rowe Price No-Load Variable Annuity

Transamerica Life Insurance Company

1,583,249


747,325


1,417,764


1,836,719


1,837,229


967,099

13.46


6.35


12.05


15.61


15.92


8.22

Mid-Cap Growth Portfolio-II

Lincoln National Life Insurance Company

Nationwide Insurance Company
NWVLI-4

Nationwide Life Insurance Company
NWPP

171,498

1,038,838


907,081

7.99

48.40(a)


42.26(a)

Mid-Cap Value

National Financial Services for the Exclusive Benefit of Our Customers

Retirement Portfolio 2030

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
New Business Group

53,542,610


17,967,501

27,104,110

15.54


5.21

7.87

Mid-Cap Value Fund–Advisor Class

Morgan Stanley Smith Barney

National Financial Services for the Exclusive Benefit of Our Customers

1,451,656

12,647,512

5.98

52.13(a)

Mid-Cap Value Fund–R Class

American United Life
Separate Account II

ING Life Insurance & Annuity Company

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting

State Street Corporation Trustee
FBO ADP Access

Suntrust Bank
FBO Various Suntrust Omnibus Accounts

597,444


964,324

2,035,500


3,689,839


834,533

5.20


8.40

17.73


32.13(a)


7.27

PAGE 77


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Mortgage-Backed Securities Multi-Sector Account Portfolio

CBE of New Brunswick

St. Paul Teachers Retirement Fund Association

T. Rowe Price Associates

868,260

361,686


1,000,000

38.94(a)

16.22


44.84(e)

New America Growth Portfolio

Farm Bureau Life Insurance Company

Nationwide Insurance Company
NWVLI-4

Nationwide Life Insurance Company
NWPP

NYLIAC

Paragon Life Insurance Company

Security Benefit Life Insurance Company
FBO T. Rowe Price No-Load Variable Annuity

Separate Account 65 of the Equitable Life Assurance Society of the US
New York, New York 10104

355,445

1,464,510


987,487


685,553

346,168

1,047,279


347,248

5.37

22.12


14.92


10.36

5.23

15.82


5.25

New Asia

National Financial Services for the Exclusive Benefit of Our Customers

Pershing LLC

39,321,934


16,090,734

13.69


5.60

New Era

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of Our Customers

8,581,132


15,416,754

8.57


15.40

New Horizons

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Trust Company

29,130,231


37,463,543

9.55


12.28

New Income

Edward D. Jones & Company

JP Morgan Clearing Corporation
Omnibus Account for the Exclusive Benefit of Customers

Retirement Portfolio 2010

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Spectrum Income Fund
T. Rowe Price Associates

156,032,658

305,759,703



150,280,888

178,989,934

332,930,276

159,088,674

183,537,901

156,602,244

6.98

13.69



6.73

8.01

14.90

7.12

8.22

7.01

PAGE 78


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

New Income Fund–Advisor Class

Capital Bank & Trust Company Trustee
Clear Springs Foods Inc. 401(k)

Morgan Stanley Smith Barney

National Financial Services for the Exclusive Benefit of Our Customers

TD Ameritrade, Inc.
FBO Our Customers

239,900


1,322,962

515,997


380,351

5.08


27.99(a)

10.92


8.05

New Income Fund–R Class

Emjay Corporation Custodian
FBO Plans of RPSA Customers
c/o Great West

Lincoln Retirement Services Company
FBO Mueller Inc. 401(k)
Fort Wayne, Indiana 46801

Nationwide Trust Company FSB
c/o IPO Portfolio Accounting

State Street Corporation Trustee
FBO ADP Access

Wells Fargo Bank
FBO Various Retirement Plans

37,434



52,546



150,918


95,858


54,383

5.67



7.96



22.85


14.51


8.23

Overseas Stock

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035

Retirement Portfolio 2040

42,441,771

106,810,082

71,182,897

113,354,231

57,517,620

83,574,692

6.30

15.85

10.56

16.82

8.53

12.40

Personal Strategy Balanced

Charles Schwab & Company, Inc.
Reinvest Account

Mac & Company

National Financial Services for the Exclusive Benefit of Our Customers

State Street Bank & Trust Company
FBO UBS Savings and Investment Plan
Boston, Massachusetts 02111

T. Rowe Price Trust Company TR
Balanced

4,341,756


5,110,400

6,713,051


5,636,372



12,802,066

5.22


6.15

8.07


6.78



15.39

PAGE 79


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Personal Strategy Balanced Portfolio

Farm Bureau Life Insurance Company

Modern Woodmen of America
Topeka, Kansas 66636

NYLIAC

Paragon Life Insurance Company

Security Benefit Life Insurance Company
FBO T. Rowe Price No-Load Variable Annuity

Transamerica Life Insurance Company

1,038,755

632,428


951,514

1,106,430

1,795,544


664,583

12.99

7.91


11.90

13.84

22.46


8.31

Personal Strategy Growth

National Financial Services for the Exclusive Benefit of Our Customers

State Street Bank & Trust Company
FBO UBS Savings and Investment Plan

T. Rowe Price Trust Company TR

3,003,462


3,843,354


5,487,156

6.55


8.39


11.97

Personal Strategy Income

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Trust Company TR
Income

3,688,977


4,866,851

5.57


7.35

Prime Reserve

T. Rowe Price Trust Company

456,846,467

7.80

Prime Reserve Portfolio

American National Group
Unallocated VA Corp

Horace Mann Life Insurance Company
Separate Account
Springfield, Illinois 62715

Security Benefit Life Insurance Company
FBO T. Rowe Price No-Load Variable Annuity

Sentry Life Insurance Company
Stevens Point, Wisconsin 54481

1,778,746


7,764,768



8,130,831


1,249,521

8.96


39.11(a)



40.96(f)


6.29

Real Assets

Retirement Portfolio 2015

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035

Retirement Portfolio 2040

18,188,550

45,736,515

30,696,936

49,261,482

24,783,395

36,013,687

6.11

15.35

10.31

16.54

8.32

12.09

Real Estate

Charles Schwab & Company, Inc.
Reinvest Account

First Clearing LLC
Special Custody Account for the Exclusive Benefit of Customers
Saint Louis, Missouri 63103

Pershing LLC

13,756,247


10,118,918




20,820,700

8.42


6.20




12.75

PAGE 80


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Real Estate Fund–Advisor Class

Maxim Series Fund Inc.
Greenwood Village, Colorado 80111

National Financial Services for the Exclusive Benefit of Our Customers

2,176,056


4,633,939

21.95


46.74(a)

TRP Reserve Investment

Seamile & Company

T. Rowe Price Associates, Inc.
T. Rowe Price Managed GIC
Stable Value Fund

Taskforce & Company

Tuna & Company

2,244,196,778

1,280,282,798



1,461,764,117

1,671,758,851

13.26

7.57



8.64

9.88

Retirement 2005

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account

6,471,705


27,486,374

6.40


27.16(b)

Retirement 2005 Fund–Advisor Class

Charles Schwab & Company, Inc.
Special Custody Account
FBO Customers

DCGT as Trustee and/or Custodian
FBO Principal Financial Group
Qualified FIA Omnibus

Lincoln Retirement Services Company
FBO Groendyke Transport 401(k) Plan
Fort Wayne, Indiana 46801

National Financial Services for the Exclusive Benefit of Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

211,052



299,192



310,713



1,321,281


433,505

5.06



7.17



7.44



31.65(a)


10.38

Retirement 2005 Fund–R Class

ING Life Insurance & Annuity Company

NFS LLC
FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans

492,571

4,954,223

7.76

78.06(a)

Retirement 2010

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement 2010

26,780,648


71,406,689

9.74


25.98(b)

Retirement 2010 Fund–Advisor Class

Massachusetts Mutual Life Insurance Company
Springfield, Massachusetts 01111

National Financial Services for the Exclusive Benefit of Our Customers

Taynik & Company
c/o Investors Bank & Trust

3,014,378



7,880,985


3,880,773

6.89



18.01


8.87

PAGE 81


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Retirement 2010 Fund–R Class

ING Life Insurance & Annuity Company

NFS LLC
FEBO State Street Bank & Trust Company
Trustee Various Retirement Plans

State Street Corporation Trustee
FBO ADP Access

Suntrust Bank
FBO Various Suntrust Omnibus Accounts

Taynik & Company
c/o State Street Bank
Quincy, Massachusetts 02169

1,553,799

1,929,086



5,940,775


2,032,603


2,134,517

5.57

6.91



21.29


7.29


7.65

Retirement 2015

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement

54,011,171


204,444,594

10.28


38.90(b)

Retirement 2015 Fund–Advisor Class

National Financial Services for the Exclusive Benefit of Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Taynik & Company
c/o State Street Bank

10,194,020


5,601,584


2,269,838

22.57


12.40



5.03

Retirement 2015 Fund–R Class

ING Life Insurance & Annuity Company

NFS LLC
FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans

State Street Corporation Trustee
FBO ADP Access

8,114,188

2,716,759




3,124,652

29.29(a)

9.81




11.28

Retirement 2020

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement 2020

88,941,608


276,889,921

12.24


38.11(b)

Retirement 2020 Fund–Advisor Class

Massachusetts Mutual Life Insurance Company

National Financial Services for the Exclusive Benefit of Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Taynik & Company
c/o Investors Bank & Trust

11,060,393


23,423,368


6,908,340


11,916,712

8.29


17.56


5.18


8.94

PAGE 82


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Retirement 2020 Fund–R Class

Hartford Life Insurance Company
Separate Account

ING Life Insurance & Annuity Company

Massachusetts Mutual Life Insurance Company

NFS LLC
FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans

State Street Corporation Trustee
FBO ADP Access

Suntrust Bank
FBO Various Suntrust Omnibus Accounts

Taynik & Company
c/o State Street Bank

4,461,954


5,192,321

4,598,294


4,678,736




21,640,606


4,465,581


5,669,813

5.04


5.87

5.20


5.29




24.46


5.05


6.41

Retirement 2025

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement

78,884,965


305,271,543

11.81


45.69(b)

Retirement 2025 Fund–Advisor Class

National Financial Services for the Exclusive Benefit of Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

15,768,077


7,460,666

24.26


11.48

Retirement 2025 Fund–R Class

ING Life Insurance & Annuity Company

NFS LLC
FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans

State Street Corporation Trustee
FBO ADP Access

14,265,453

3,333,169




5,523,840

34.46(a)

8.05




13.34

Retirement 2030

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement 2030

75,145,925


235,009,482

12.74


39.84(b)

Retirement 2030 Fund–Advisor Class

Massachusetts Mutual Life Insurance Company

National Financial Services for the Exclusive Benefit of Our Customers

Taynik & Company
c/o Investors Bank & Trust

9,758,543


18,429,296


10,799,511

8.66


16.35


9.58

PAGE 83


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Retirement 2030 Fund–R Class

ING Life Insurance & Annuity Company

Massachusetts Mutual Life Insurance Company

State Street Corporation Trustee
FBO ADP Access

Taynik & Company
c/o State Street Bank

4,162,340

4,878,901


23,613,302


5,931,919

5.10

5.98


28.95(a)


7.27

Retirement 2035

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement

56,159,870


211,369,019

12.47


46.92(b)

Retirement 2035 Fund–Advisor Class

Charles Schwab & Company, Inc.
Special Custody Account FBO Customers

National Financial Services for the Exclusive Benefit of Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Taynik & Company
c/o State Street Bank

2,424,031


10,815,188


4,370,570


2,586,840

5.34


23.82


9.63


5.70

Retirement 2035 Fund–R Class

ING Life Insurance & Annuity Company

NFS LLC
FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans

State Street Corporation Trustee
FBO ADP Access

11,360,140

1,682,206




4,578,904

37.03(a)

5.48




14.93

Retirement 2040

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account
Retirement 2040

49,630,726


151,983,981

13.00


39.82(b)

Retirement 2040 Fund–Advisor Class

Massachusetts Mutual Life Insurance Company

National Financial Services for the Exclusive Benefit of Our Customers

Taynik & Company
c/o Investors Bank & Trust

Wells Fargo Bank
FBO Various Retirement Plans

7,146,543


13,475,453


7,679,347


5,376,519

8.65


16.31


9.29


6.51

PAGE 84


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Retirement 2040 Fund–R Class

Massachusetts Mutual Life Insurance Company

NFS LLC
FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans

State Street Corporation Trustee
FBO ADP Access

Taynik & Company
c/o State Street Bank

2,920,814


3,362,309




17,460,111


3,456,463

5.28


6.08




31.55(a)


6.25

Retirement 2045

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement

33,090,084


135,254,040

12.48


51.02(b)

Retirement 2045 Fund–Advisor Class

Charles Schwab & Company, Inc.
Special Custody Account FBO Customers

National Financial Services for the Exclusive Benefit of Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Taynik & Company
c/o State Street Bank

1,767,339


6,897,236


2,839,428


1,657,860

6.57


25.65(a)


10.56


6.17

Retirement 2045 Fund–R Class

ING Life Insurance & Annuity Company

NFS LLC
FEBO State Street Bank & Trust Company Trustee
Various Retirement Plans

State Street Corporation Trustee
FBO ADP Access

7,092,748

1,120,127




2,922,366

37.87(a)

5.98




15.60

Retirement 2050

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement

Wells Fargo Bank
FBO Various Retirement Plans

22,699,811


69,527,774


9,158,952

13.71


42.01(b)


5.53

PAGE 85


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Retirement 2050 Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

Massachusetts Mutual Life Insurance Company

National Financial Services for the Exclusive Benefit of Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Taynik & Company
c/o Investors Bank & Trust

2,104,374


3,188,406


7,793,393


2,338,217


4,564,474

5.19


7.87


19.22


5.77


11.26

Retirement 2050 Fund–R Class

State Street Corporation Trustee
FBO ADP Access

Taynik & Company
c/o State Street Bank

10,762,363


2,877,598

34.19(a)


9.14

Retirement 2055

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement

5,797,600


25,775,841

10.80


48.02(b)

Retirement 2055 Fund–Advisor Class

Great-West Trust Company
Employee Benefits Clients

National Financial Services for the Exclusive Benefit of Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Taynik & Company
c/o State Street Bank

514,592


1,307,650


581,538


315,354

9.32


23.68


10.53


5.71

Retirement 2055 Fund–R Class

AXA Equitable
For SA Number 65
Secaucus, New Jersey 07094

ING Life Insurance & Annuity Company

State Street Corporation Trustee
FBO ADP Access

250,501



1,249,232

1,154,158

5.66



28.23(a)

26.08(a)

Retirement Income

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Account Retirement Income

20,148,026


38,250,537

11.58


21.98

PAGE 86


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Retirement Income Fund–Advisor Class

Massachusetts Mutual Life Insurance Company

National Financial Services for the Exclusive Benefit of Our Customers

Reliance Trust Company
FBO Retirement Plans Serviced by MetLife

Taynik & Company
c/o Investors Bank & Trust

1,816,375


4,230,211


1,325,186


1,936,625

7.63


17.77


5.57


8.13

Retirement Income Fund–R Class

ING Life Insurance & Annuity Company

PIMS/Prudential Retirement
As Nominee for The Trustee/Custodian PL 701
NEPC – Taft Hartley Ironworkers
Salt Lake City, Utah 84130

State Street Corporation Trustee
FBO ADP Access

1,987,182

2,345,882





6,222,867

9.01

10.64





28.22(a)

Science & Technology

T. Rowe Price Retirement Plan Services, Inc.

Omnibus Plan
New Business Group Conv. Assets

13,421,098

17.43

Science & Technology Fund–Advisor Class

John Hancock Life Insurance Company USA
RPS Trading OPS

9,700,602

87.04(a)

Short-Term Bond

Charles Schwab & Company, Inc.
Reinvest Account

Edward D. Jones & Company

National Financial Services for the Exclusive Benefit of Our Customers

Spectrum Income Fund

T. Rowe Price Associates

69,100,080


88,575,188

99,773,349


120,352,427

5.21


6.67

7.52


9.07

Short-Term Bond Fund–Advisor Class

Genworth Financial Trust Company
FBO Genworth Financial Wealth Mgmt.& Mutual Clients &
FBO Other Custodial Clients

National Financial Services for the Exclusive Benefit of Our Customers

14,184,791



14,217,736

35.32(a)



35.41(a)

Short-Term Reserve

JP Morgan Chase Bank as Agent
For Institutional Funds
Newark, Delaware 19713

State Street Bank & Trust Company Agent
for T. Rowe Institutional Funds
Boston, Massachusetts 02111

111,937,841



30,912,925

77.82(a)



21.49

PAGE 87


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Small-Cap Stock

Minnesota State Retirement System
Defined Contribution Plans
Saint Paul, Minnesota 55103

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Trust Company
T. Rowe Price OTC Fund

13,175,382



23,769,358


20,091,477

6.28



11.33


9.57

Small-Cap Stock Fund–Advisor Class

Fifth Third Bank Trustee
FBO Cintas Partners Plan
Cincinnati, Ohio 45263

National Financial Services for the Exclusive Benefit of Our Customers

Vanguard Fiduciary Trust Company
T. Rowe Price Advisor Class Funds

Wells Fargo Bank
FBO Various Retirement Plans

1,243,418



2,423,954


531,062


1,097,913

12.11



23.60


5.17


10.69

Small-Cap Value

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Trust Company

21,683,697


32,667,421

12.62


19.02

Small-Cap Value Fund–Advisor Class

ICMA Retirement Trust
Washington, D.C. 20002

John Hancock Life Insurance Company USA
RPS Trading Ops

National Financial Services for the Exclusive Benefit of Our Customers

8,783,492


4,516,449


4,931,054

30.86(a)


15.87


17.33

Spectrum Growth

T. Rowe Price Trust Company

15,959,402

9.64

Spectrum Income

T. Rowe Price Trust Company

81,170,958

15.76

Strategic Income

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Associates

Young Women’s Christian Association
Retirement Fund
New York, New York 10017

3,188,150


2,475,000

1,940,466

12.96


10.06

7.89

PAGE 88


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Strategic Income Fund–Advisor Class

CETERA Investment Services FBO
Brown Brothers Construction Company
St. Cloud, Minnesota 56302

Charles Schwab & Company, Inc.
Special Custody Account FBO Customers

LPL Financial
9785 Towne Centre Drive
San Diego, California 92121

National Financial Services for the Exclusive Benefit of Our Customers

Pershing LLC

TD Ameritrade, Inc.
FBO Our Customers

8,470



25,704


9,326



28,377


26,062

13,959

5.58



16.94


6.15



18.70


17.18

9.20

Summit Cash Reserves

T. Rowe Price Associates

T. Rowe Price Group, Inc.

T. Rowe Price Trust Company

837,556,019

320,605,700

600,057,640

14.66

5.61

10.51

Summit Municipal Income

Edward D. Jones & Company

First Clearing LLC
Special Custody Account for the Exclusive Benefit of Customers

Saxon & Company

10,885,840

4,879,733



10,704,856

14.85

6.66



14.60

Summit Municipal Income Fund–Advisor Class

Pershing LLC

T. Rowe Price Associates

27,334

20,991

53.47(a)

41.06(e)

Summit Municipal Intermediate

Charles Schwab & Company, Inc.
Reinvest Account

Edward D. Jones & Company

First Clearing LLC
Special Custody Account for the Exclusive Benefit of Customers

JP Morgan Clearing Corporation
Omnibus Account for the Exclusive Benefit of Customers

MLPF&S for the Sole Benefit of Its Customers

Pershing LLC

Saxon & Company

24,037,374


33,512,789

28,728,777



14,122,818



16,967,635

11,200,945

15,174,023

11.27


15.71

13.47



6.62



7.96

5.25

7.11

Summit Municipal Intermediate Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

Pershing LLC

T. Rowe Price Associates

12,074


15,750

20,938

22.81


29.76(a)

39.56(e)

PAGE 89


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Summit Municipal Money Market

James S. RiepeGail P. Riepe, Tenant
Cockeysville, Maryland

10,239,073

5.44

Tax-Exempt Money

Edward D. Jones & Company
Shareholder Accounting

Pershing LLC for Exclusive Benefit of
TRP Money Fund Customer Accounts

Susan A. FeithWisconsin Rapids, Wisconsin

168,302,609


49,984,943


50,175,038

19.92


5.92


5.94

Tax-Free High Yield

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of Our Customers

20,739,271


12,168,143

9.38


5.51

Tax-Free High Yield Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

National Financial Services for the Exclusive Benefit of Our Customers

T. Rowe Price Associates

255,496


22,010


21,295

84.23(a)


7.26


7.02

Tax-Free Income Fund–Advisor Class

JP Morgan Clearing Corporation
Omnibus Account for the Exclusive Benefit of Customers

National Financial Services for the Exclusive Benefit of Our Customers

50,189,458



67,702,184

41.46(a)



55.93(a)

Tax-Free Short-Intermediate

Charles Schwab & Company, Inc.
Reinvest Account

First Clearing LLC

Special Custody Account for the Exclusive Benefit of Customers

National Financial Services for the Exclusive Benefit of Our Customers

Pershing LLC

T. Rowe Price Associates

53,005,285


52,241,954



39,679,198


22,145,205

19,602,227

15.09


14.87



11.30


6.30

5.58

PAGE 90


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Tax-Free Short-Intermediate Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

D A Davidson & Co. Inc. FBO David K. Grant
P.O. Box 5015
Great Falls, Montana 59403

National Financial Services for the Exclusive Benefit of Our Customers

Pershing LLC

RBC Capital Markets LLC
c/o John Crouch & Linda Crouch
Lewisville, Texas

Stifel Nicolaus & Company, Inc.
Saint Louis, Missouri 63102

T. Rowe Price Associates

35,701


79,109



97,743


36,973

148,860



24,746


43,783

7.35


16.30



20.14


7.62

30.67



5.10


9.02

Total Equity Market Index

Maryland College Investment Plan
Global Equity Market Index
Baltimore, Maryland 21202

4,243,089

10.07

U.S. Bond Enhanced Index

Education Trust of Alaska
c/o T. Rowe Price Associates

Genworth Financial Trust Company
FBO Genworth Financial Wealth Mgmt. & Mutual Clients &
FBO Other Custodial Clients

T. Rowe Price Retirement Plan Services, Inc.
Omnibus Plan
New Business Group Conv. Assets

3,861,331


7,298,038




6,559,682

6.18


11.68




10.50

U.S. Large-Cap Core

T. Rowe Price Associates

575,000

16.44

U.S. Large-Cap Core Fund–Advisor Class

Charles Schwab & Company, Inc.
Reinvest Account

Pershing LLC

T. Rowe Price Associates

7,959


3,516

25,000

20.58


9.09

64.63(e)

U.S. Treasury Intermediate

T. Rowe Price Trust Company

6,647,578

9.04

U.S. Treasury Long-Term

Spectrum Income Fund
T. Rowe Price Associates

T. Rowe Price Trust Company

10,240,923


1,958,540

31.29(d)


5.98

Ultra Short-Term Bond

T. Rowe Price Associates

20,000,000

56.31(e)

Value

Retirement Portfolio 2020

Retirement Portfolio 2025

Retirement Portfolio 2030

Retirement Portfolio 2035

Retirement Portfolio 2040

Retirement Portfolio 2045

56,735,687

46,876,091

85,399,483

47,129,281

71,056,823

28,326,270

11.56

9.55

17.40

9.60

14.47

5.77

PAGE 91


     

Principal Holders of Fund Shares

T. Rowe Price Fund

Shareholder

# of Shares

%

Value Fund–Advisor Class

Mac & Company

ING Life Insurance & Annuity Company

ING National Trust

National Financial Services for the Exclusive Benefit of Our Customers

564,801

1,031,125

1,084,908

3,269,576

6.33

11.56

12.16

36.65(a)

(a) At the level of ownership indicated, the shareholder would be able to determine the outcome of most issues that are submitted to shareholders for vote.

(b) T. Rowe Price Retirement Plan Services, Inc. (“RPS”), is a wholly owned subsidiary of T. Rowe Price Associates, Inc., which is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. RPS is not the beneficial owner of these shares. Such shares are held of record by RPS and are normally voted by various retirement plans and retirement plan participants for which RPS acts as recordkeeper.

(c) T. Rowe Price Trust Company is a wholly owned subsidiary of T. Rowe Price Associates, Inc., which is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. T. Rowe Price Trust Company is not the beneficial owner of these shares. Such shares are held of record by T. Rowe Price Trust Company and are normally voted by various retirement plans and individual retirement accounts for which the Trust Company serves as trustee.

(d) The indicated percentage of the outstanding shares of this fund are owned by another T. Rowe Price fund and held in the nominee name indicated. Shares of the fund are “echo-voted” by the T. Rowe Price fund that owns the shares in the same proportion that the shares of the underlying fund are voted by other shareholders.

(e) T. Rowe Price Associates is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. Fund shares owned by T. Rowe Price Associates are the result of contributions to the fund at the fund’s inception in order to provide the fund with sufficient capital to invest in accordance with its investment program. At the level of ownership indicated, T. Rowe Price Associates would be able to determine the outcome of most issues that were submitted to shareholders for vote.

(f) Security Benefit Life Insurance Company, organized under the laws of Kansas, owns the percentage indicated (in connection with issuing the T. Rowe Price Variable Annuity) of the outstanding shares of the fund. Under current law, the insurance company must vote these shares in accordance with instructions received by underlying contract holders.

INFORMATION ABOUT INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Joint Audit Committee has selected PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Price Funds for their current fiscal years, and such selection has also been approved by the funds’ independent directors. Representatives of PricewaterhouseCoopers are expected to be present at the meeting and will be available to make a statement, if they desire to do so, and to respond to appropriate questions which shareholders may wish to address to them.

The following table, entitled “Independent Auditor Fees,” sets forth the audit, audit-related, tax, and all other fees billed to the Price Funds by PricewaterhouseCoopers in each of the last two fiscal years. Audit fees are

PAGE 92


billed for professional services rendered by PricewaterhouseCoopers for the audit of each fund’s annual financial statements and for services normally provided in connection with statutory and regulatory filings. Audit-related fees are billed to the Price Funds for assurance and related services by PricewaterhouseCoopers that are reasonably related to the performance of the audit of each fund’s financial statements. The nature of services comprising these fees is the issuance of a report on internal controls. Tax fees are billed to the Price Funds for services rendered by PricewaterhouseCoopers for tax compliance, tax advice, and tax planning. The nature of services comprising these fees includes the review of distribution calculations and the preparation of federal, state, and excise tax returns. All other fees are billed for all other services rendered to the Price Funds by PricewaterhouseCoopers. The nature of the service comprising these fees is agreed-upon procedures in conjunction with advisory contract approvals by the Price Funds’ Boards of Directors. The Joint Audit Committee has considered whether the provisions of the services covered under “Other Fees” is compatible with maintaining the independence of PricewaterhouseCoopers.

         

Independent Auditor Fees

T. Rowe Price Fund

Audit Fees

Audit Related Fees

Tax Fees

All Other Fees

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Africa & Middle East

24,188

13,133

979

992

5,596

2,032

149

147

Balanced

14,937

19,694

976

994

3,502

5,123

149

148

Blue Chip Growth

22,989

27,195

976

994

5,311

8,011

149

148

Blue Chip Growth Portfolio

15,912

13,111

976

994

3,744

4,204

149

148

Capital Opportunity

15,870

13,310

976

994

3,734

4,262

149

148

Corporate Income

13,273

12,410

985

999

3,115

3,311

147

148

Diversified Mid-Cap Growth

16,081

13,060

976

994

3,782

4,001

149

148

Diversified Small-Cap Growth

16,085

13,063

976

994

3,783

4,000

149

148

Dividend Growth

16,960

15,402

976

994

3,975

4,812

149

148

Emerging Europe

22,648

18,227

979

992

5,215

3,519

149

147

Emerging Markets Bond

28,014

32,950

976

994

6,437

8,455

149

148

Emerging Markets Corporate Bond

11,571

652

2,683

98

Emerging Markets Corporate Multi-Sector Account Portfolio

15,474

5,177

Emerging Markets Local Currency Bond

10,935

16,878

617

1,023

2,536

4,801

94

152

PAGE 93


         

Independent Auditor Fees

T. Rowe Price Fund

Audit Fees

Audit Related Fees

Tax Fees

All Other Fees

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Emerging Markets Local Multi-Sector Account Portfolio

15,474

5,177

Emerging Markets Stock

40,427

43,824

979

992

9,106

9,190

149

148

Equity Income Portfolio

16,738

13,999

976

994

3,927

4,391

149

148

Equity Index 500

23,356

29,162

976

994

5,428

8,430

149

148

Equity Index 500 Portfolio

15,731

12,898

976

994

3,703

4,167

149

148

European Stock

22,340

19,234

979

992

5,143

4,363

149

148

Extended Equity Market Index

15,924

13,368

976

994

3,745

4,284

149

148

Financial Services

16,135

13,168

976

994

3,795

4,022

149

148

Floating Rate

5,958

11,862

80

999

239

2,881

12

148

Floating Rate Multi-Sector Account Portfolio

23,151

7,746

Global Allocation

Global Infrastructure

18,902

16,394

979

992

4,385

3,683

149

148

Global Large-Cap Stock

19,005

16,456

979

992

4,408

3,698

149

148

Global Real Estate

19,379

16,421

976

994

4,520

4,713

149

148

Global Stock

22,337

18,522

979

992

5,144

4,128

149

148

Global Technology

16,039

13,614

976

994

3,771

4,343

149

148

TRP Government Reserve Investment

14,628

13,877

985

999

3,411

3,617

147

148

Growth & Income

16,728

14,007

976

994

3,927

4,247

149

148

Growth Stock

31,052

44,114

976

994

7,121

12,410

149

148

Health Sciences

17,320

17,602

976

994

4,051

5,253

149

148

Health Sciences Portfolio

15,763

13,016

976

994

3,710

4,192

149

148

High Yield

26,470

30,311

985

999

5,997

6,593

147

148

High Yield Multi-Sector Account Portfolio

15,474

5,177

Inflation Focused Bond

16,792

16,202

985

999

3,885

3,966

147

148

Inflation Protected Bond

12,768

10,217

985

999

3,004

2,521

147

148

Institutional Africa & Middle East

19,657

16,392

979

992

4,555

3,776

149

147

PAGE 94


         

Independent Auditor Fees

T. Rowe Price Fund

Audit Fees

Audit Related Fees

Tax Fees

All Other Fees

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Institutional Concentrated International Equity

16,536

16,217

703

992

5,524

3,649

74

148

Institutional Core Plus

12,294

5,924

985

999

2,917

1,554

147

148

Institutional Emerging Markets Bond

21,282

16,532

976

994

4,955

3,878

149

148

Institutional Emerging Markets Equity

21,945

19,603

979

992

5,054

4,417

149

148

Institutional Floating Rate

15,161

12,876

985

999

3,547

3,031

147

148

Institutional Global Equity

18,892

17,688

979

992

4,376

3,797

149

148

Institutional Global Large-Cap Equity

19,004

16,441

979

992

4,408

3,696

149

147

Institutional Global Value Equity

8,579

489

1,991

74

Institutional High Yield

14,656

12,114

985

999

3,417

2,831

147

148

Institutional International Bond

27,416

10,120

976

994

6,370

2,403

149

148

Institutional International Core Equity

17,304

16,503

485

992

4,621

3,704

74

147

Institutional International Growth Equity

19,240

16,309

979

992

4,461

3,709

149

148

Institutional Large-Cap Core Growth

16,111

13,185

976

994

3,789

4,067

149

148

Institutional Large-Cap Growth

17,603

17,791

976

994

4,118

5,319

149

148

Institutional Large-Cap Value

16,294

13,589

976

994

3,829

4,235

149

148

Institutional Long Duration Credit(b)

Institutional Mid-Cap Equity Growth

16,931

15,387

976

994

3,969

4,802

149

148

Institutional Small-Cap Stock

16,301

13,554

976

994

3,831

4,168

149

148

Institutional U.S. Structured Research

22,077

8,453

976

994

5,163

2,045

149

148

International Bond

36,514

41,876

976

994

8,317

10,961

149

148

International Discovery

30,003

27,706

979

992

6,823

6,151

149

148

International Equity Index

20,838

17,350

979

992

4,815

3,991

149

147

International Growth & Income

33,512

37,413

979

992

7,585

7,752

149

148

International Stock

45,966

51,140

979

992

10,323

10,657

149

147

International Stock Portfolio

20,643

17,062

976

994

4,804

5,000

149

148

PAGE 95


         

Independent Auditor Fees

T. Rowe Price Fund

Audit Fees

Audit Related Fees

Tax Fees

All Other Fees

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Investment-Grade Corporate Multi-Sector Account Portfolio

23,151

7,746

Japan

20,231

16,534

979

992

4,684

3,523

149

147

Latin America

30,977

25,780

979

992

7,041

5,254

149

147

Limited-Term Bond Portfolio

13,729

11,768

976

994

3,186

3,133

149

148

Media & Telecommunications

17,304

15,020

976

994

4,053

4,741

149

148

Mid-Cap Growth

28,790

32,914

976

994

6,605

10,074

149

148

Mid-Cap Growth Portfolio

16,083

13,201

976

994

3,782

4,153

149

148

Mid-Cap Value

21,473

22,499

976

994

4,985

6,921

149

148

Mortgage-Backed Securities Multi-Sector Account Portfolio

15,474

5,177

New America Growth Portfolio

16,024

12,998

976

994

3,770

3,974

149

148

New Asia

37,049

35,583

979

992

8,359

7,699

149

148

New Era

19,815

17,668

976

994

4,612

5,194

149

148

New Horizons

20,889

22,938

976

994

4,845

6,832

149

148

New Income

37,055

46,774

985

999

8,317

9,759

147

148

Overseas Stock

33,229

31,667

979

992

7,558

6,352

149

148

Personal Strategy Balanced

15,872

14,696

985

999

3,673

4,658

147

148

Personal Strategy Balanced Portfolio

15,792

13,081

976

994

3,716

4,210

149

148

Personal Strategy Growth

15,360

14,057

985

999

3,562

4,510

147

148

Personal Strategy Income

15,166

13,933

985

999

3,520

4,474

147

148

Prime Reserve

21,120

22,813

985

999

4,814

5,222

147

148

Prime Reserve Portfolio

13,642

11,440

976

994

3,168

3,076

149

148

Real Assets

21,694

15,676

865

994

4,955

4,878

98

148

Real Estate

17,481

16,587

976

994

4,091

5,128

149

148

TRP Reserve Investment

40,495

48,871

985

999

9,060

10,176

147

148

Retirement 2005

7,642

5,208

985

999

1,874

1,419

147

148

PAGE 96


         

Independent Auditor Fees

T. Rowe Price Fund

Audit Fees

Audit Related Fees

Tax Fees

All Other Fees

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Retirement 2010

9,673

8,905

985

999

2,320

2,674

147

148

Retirement 2015

9,965

8,439

985

999

2,384

1,983

147

148

Retirement 2020

13,235

13,723

985

999

3,102

4,120

147

148

Retirement 2025

10,288

9,220

985

999

2,455

2,120

147

148

Retirement 2030

12,086

12,306

985

999

2,849

3,805

147

148

Retirement 2035

9,205

8,086

985

999

2,218

1,945

147

148

Retirement 2040

10,379

10,194

985

999

2,475

3,009

147

148

Retirement 2045

8,180

5,583

985

999

1,993

1,451

147

148

Retirement 2050

7,711

5,939

985

999

1,890

1,571

147

148

Retirement 2055

7,237

5,137

985

999

1,785

1,430

147

148

Retirement Income

8,180

7,461

985

999

1,992

1,989

147

148

Science & Technology

17,371

16,438

976

994

4,063

5,085

149

148

Short-Term Bond

22,032

24,866

985

999

5,033

5,624

147

148

Short-Term Reserve(c)

12,300

2,700

Small-Cap Stock

20,836

20,019

976

994

4,841

6,312

149

148

Small-Cap Value

20,230

20,819

976

994

4,703

6,376

149

148

Spectrum Growth

8,815

7,777

976

994

2,199

2,599

149

148

Spectrum Income

9,462

9,173

976

994

2,345

3,059

149

148

Spectrum International

12,242

2,929

976

994

2,992

850

149

148

Strategic Income

12,487

11,605

985

999

2,943

3,163

147

148

Summit Cash Reserves

18,951

22,641

979

992

4,176

4,351

149

148

Summit GNMA

13,537

11,820

979

992

3,111

2,676

149

148

Summit Municipal Income

13,941

12,574

979

992

3,192

2,802

149

148

Summit Municipal Intermediate

15,307

15,095

979

992

3,468

3,222

149

148

Summit Municipal Money Market

13,566

11,869

979

992

3,115

2,680

149

148

Tax-Efficient Equity

13,840

15,719

972

995

3,301

4,192

148

148

Tax-Exempt Money

14,398

13,239

972

995

3,361

3,412

148

148

PAGE 97


         

Independent Auditor Fees

T. Rowe Price Fund

Audit Fees

Audit Related Fees

Tax Fees

All Other Fees

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Tax-Free High Yield

14,678

15,496

972

995

3,415

3,832

148

148

Tax-Free Income

16,199

17,107

972

995

3,742

4,196

148

148

Tax-Free Short-Intermediate

14,952

14,620

972

995

3,483

3,708

148

148

Total Equity Market Index

16,011

13,626

976

994

3,764

4,343

149

148

U.S. Bond Enhanced Index

13,979

12,987

979

992

3,199

2,857

149

148

U.S. Large-Cap Core

15,655

13,046

976

994

3,686

4,176

149

148

U.S. Treasury Intermediate

12,809

12,414

985

999

3,012

3,297

147

148

U.S. Treasury Long-Term

12,619

12,074

985

999

2,971

3,249

147

148

U.S. Treasury Money

15,031

14,926

985

999

3,494

3,773

147

148

Ultra Short-Term Bond

16,810

3,690

Value

22,757

27,485

976

994

5,287

7,973

149

148

PAGE 98


  
 

000869394


  

T. Rowe Price Logo

800 999 999 999 9

 

T. ROWE PRICE FUNDS

 

ANNUAL MEETING OF SHAREHOLDERS

OCTOBER 22, 2013, 8:00 a.m., Eastern Time

 

The New York Palace Hotel
455 Madison Avenue
New York, New York 10022

 

Directions to the meeting are available in the Proxy Statement, which can be viewed at www.eproxyvote.com/trp

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on OCTOBER 22, 2013.

Under new Securities and Exchange Commission (SEC) rules, we are notifying you that the proxy materials for the Annual Meeting of Shareholders and access to a proxy voting website are available to you over the Internet. Please follow the instructions below to view the proxy materials and vote online, or to request copies. Matters to be voted on at the meeting are listed on the reverse side of this notice along with the Board’s recommendations. Your vote is important!

Online Viewing and Voting is Quick, Easy, and Environmentally Friendly!

View proxy materials and vote immediately in 3 simple steps:

Step 1: Go to the electronic voting site at www.eproxyvote.com/trp.

Step 2: Access and view the proxy materials, which consists of our proxy statement and form of proxy card by clicking on the links provided.

Step 3: Follow simple instructions on the screen to log in and vote your eligible positions.

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all the important information contained in the proxy materials before voting. The proxy statement and form of proxy card are available at www.eproxyvote.com/trp.

To vote your eligible position(s), you must either vote online via the Internet or request a copy of a full set of proxy materials which includes a proxy card (see instructions above). If you wish to vote at the meeting, please bring this notice and proper identification with you.

PLEASE NOTE: YOU CANNOT VOTE BY RETURNING THIS NOTICE.


Requesting Copies of the Proxy Materials

If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge. Please make your request for a copy as instructed below on or before October 8, 2013, to facilitate timely delivery.

If you want to order a copy of the proxy materials and provide a current and future delivery preference, please choose one of the following methods:

INTERNET – Go to www.ematerials.com/trp

Follow the simple instructions to log in and order a paper and/or e-mail copy of the proxy materials for the current meeting and submit your delivery preference for future meetings.

TELEPHONE – Using a touch-tone phone, call us toll free at 1-866-551-3628 in the U.S. or Canada

Follow the simple instructions to log in to order a paper or e-mail copy of the proxy materials for the current meeting and submit your delivery preference for future meetings.

E-MAIL – Send us an e-mail at fundproxy@ematerials.com with “T. Rowe Price Funds Material Request” in the subject line.

This e-mail must include in the message 1) Your full name and address, 2) the
13-digit number in the box preceded by an arrow on the top, right side of the front of this notice, 3) your preference to receive current printed proxy materials via mail. If you choose to receive an e-mail with links to the electronic materials, please include your e-mail address, 4) if you would like for this preference to apply to delivery of material for all future meetings, include the word “Permanent” and the last four digits of your Social Security Number in the message.

T. ROWE PRICE FUNDS SHAREHOLDER MEETING INFORMATION

Matter(s) intended to be acted upon at the Annual Meeting of Shareholders are listed below.

The Board recommends that you vote FOR the following proposal(s):

1. Election of directors/trustees.

2. Approval to change the investment objective.

3. Approval to eliminate the fundamental policy that prohibits the purchase of equity securities and convertible securities.

4. Approval to change the fundamental policy on commodities.

Applicable Funds:

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC., T. ROWE PRICE EQUITY INCOME PORTFOLIO, T. ROWE PRICE DIVIDEND GROWTH FUND, INC., T. ROWE PRICE GROWTH STOCK FUND, INC.


Welcome Page

LOGO

Date

T. Rowe Price Proxy Statement

eMaterials Site

Please choose an option below:

1) Request Meeting Materials

In addition to viewing your materials online by clicking the links on the left, you may request to receive your materials through paper or email delivery.

Request Meeting Materials

2) Vote your Proxy now

You may vote your shares online via a secure website. Certain credentials are required before you will be allowed to vote.

These can be found on the notice you received in the mail.

Vote My Proxy

FAQs Terms and Considerations Privacy Statement

©2012 DST Output, LLC


Login Page

LOGO

Date

T. Rowe Price Proxy Statement

Electronic Material Access

Enter the Control Number as it appears on your notice (13 digit number).

Submit

FAQs Terms and Considerations Privacy Statement

©2012 DST Output, LLC


  

T. Rowe Price Logo

Multiple Accounts
Proxy Ballot

P.O. Box 55046
Boston, MA 02205-5046

 
 

Vote by Internet:

Please go to the electronic voting site at www.eproxyvote.com/trp. Follow the on-line instructions. If you vote by internet, you do not have to return your Ballot.

 

Vote by Telephone:

Please call us toll-free at 1-866-977-7699, and follow the instructions provided. If you vote by telephone, you do not have to return your Ballot.

 

Vote by Mail:

Mark, sign and date your Ballot and return promptly. Ensure the address below shows through the window of the enclosed postage paid return envelope.

If Voting by Mail:

 

Remember to sign and date the ballot below. Please ensure the address to the right shows through the window of the enclosed postage paid return envelope.

PROXY TABULATOR
PO BOX 55046
BOSTON MA 02205-9836

800 999 999 999 9

T. ROWE PRICE FUNDS ANNUAL
MEETING OF SHAREHOLDERS
OCTOBER 22, 2013

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. The undersigned hereby appoints Edward C. Bernard and David Oestreicher, as proxies (“Proxies”), with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated on the reverse side, all shares of the referenced fund (the “Fund”) held of record by the undersigned on July 24, 2013 at the Annual Meeting (the “Meeting”) of Shareholders of the Funds to be held on October 22, 2013, at 8:00 a.m., Eastern time, at The New York Palace Hotel, 455 Madison Avenue, New York, New York 10022 and at any and all adjournments thereof, with all the powers the undersigned would possess if personally present at the Meeting, and hereby revokes any proxies that may previously have been given by the undersigned with respect to the interests in the Funds covered hereby. I acknowledge receipt of the Notice of Annual Meeting of Shareholders and the Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders of the Funds to be held on October 22, 2013. The Proxy Statement for this meeting is available at www.eproxyvote.com/trp.

  

Note: Please sign exactly as your name(s) appears on the Ballot. If you are signing this Ballot for a corporation, estate, trust or other fiduciary capacity, for example, as a trustee, please state that capacity or title along with your signature.

Signature ______________________________

Signature ______________________________

Date __________________________________

Proposal(s) listed on reverse side.


800 999 999 999 9

The Board recommends a vote FOR ALL the nominees named in Proposal 1 and FOR Proposals 2, 3 and 4. If no direction is given, this ballot will be voted “FOR” the proposals and at the discretion of the Proxies on other matters that may properly come before the Meeting.

Please fill in the box(es) as shown using black or blue ink or a No. 2 pencil. Please do not use a fine point pen. /X/

   

Express Vote Option

To vote ALL accounts as the Board recommends for the proposals, mark the box at the right. No other vote is necessary. If voting via Internet or Touchtone phone, use 13-digit number above to vote all accounts.



//
(Box)

OR

Vote each account separately by filling in the associated ballot(s) below. If voting via Internet or Touchtone phone, use 13-digit numbers below to vote.

 
        
  

INDIVIDUAL ACCOUNT BALLOT

(1 of 4)

702 000 000 000 9

Account Owner JOHN SMITH

Fund Name

T. ROWE PRICE TOTAL EQUITY MARKET INDEX FUND

 

FOR

WITHHOLD

FOR ALL

 

ALL

ALL

EXCEPT

1. Election of directors/trustees

//

//

//

    

(01) Edward C. Bernard

(07) Karen N. Horn

   

(02) William R. Brody

(08) Paul F. McBride

(03) Anthony W. Deering

(09) Brian C. Rogers

(04) Donald W. Dick, Jr.

(10) Cecilia E. Rouse

(05) Bruce W. Duncan

(11) John G. Schreiber

(06) Robert J. Gerrard, Jr.

(12) Mark R. Tercek

 

*To withhold authority to vote for any individual nominee(s) write the number of the nominee(s) in the box below

  
 

FOR

AGAINST

ABSTAIN

2. Approval to change the investment objective.

//

//

//


        
  

INDIVIDUAL ACCOUNT BALLOT

(2 of 4)

705 000 000 000 9

Account Owner JOHN SMITH, JR.

Fund Name

T. ROWE PRICE ULTRA SHORT-TERM BOND FUND

 

FOR

WITHHOLD

FOR ALL

 

ALL

ALL

EXCEPT

1. Election of directors/trustees

//

//

//

    

(01) Edward C. Bernard

(07) Michael C. Gitlin

   

(02) William R. Brody

(08) Karen N. Horn

(03) Anthony W. Deering

(09) Paul F. McBride

(04) Donald W. Dick, Jr.

(10) Cecilia E. Rouse

(05) Bruce W. Duncan

(11) John G. Schreiber

(06) Robert J. Gerrard, Jr.

(12) Mark R. Tercek

 

*To withhold authority to vote for any individual nominee(s) write the number of the nominee(s) in the box below

  
 

FOR

AGAINST

ABSTAIN

2. Approval to change the investment objective.

//

//

//

        
  

INDIVIDUAL ACCOUNT BALLOT

(3 of 4)

704 000 000 000 9

Account Owner JANE SMITH

Fund Name

T. ROWE PRICE EQUITY INDEX 500 FUND

 

FOR

WITHHOLD

FOR ALL

 

ALL

ALL

EXCEPT

1. Election of directors/trustees

//

//

//

    

(01) Edward C. Bernard

(07) Karen N. Horn

   

(02) William R. Brody

(08) Paul F. McBride

(03) Anthony W. Deering

(09) Brian C. Rogers

(04) Donald W. Dick, Jr.

(10) Cecilia E. Rouse

(05) Bruce W. Duncan

(11) John G. Schreiber

(06) Robert J. Gerrard, Jr.

(12) Mark R. Tercek

 

*To withhold authority to vote for any individual nominee(s) write the number of the nominee(s) in the box below

  
 

FOR

AGAINST

ABSTAIN

2. Approval to change the investment objective.

//

//

//

4. Approval to change the fundamental policy on commodities.

//

//

//


        

INDIVIDUAL ACCOUNT BALLOT

(4 of 4)

708 000 000 000 9

Account Owner JOAN SMITH

Fund Name

T. ROWE PRICE SUMMIT MUNICIPAL INCOME FUND

 

FOR

WITHHOLD

FOR ALL

 

ALL

ALL

EXCEPT

1. Election of directors/trustees

//

//

//

    

(01) Edward C. Bernard

(07) Michael C. Gitlin

   

(02) William R. Brody

(08) Karen N. Horn

(03) Anthony W. Deering

(09) Paul F. McBride

(04) Donald W. Dick, Jr.

(10) Cecilia E. Rouse

(05) Bruce W. Duncan

(11) John G. Schreiber

(06) Robert J. Gerrard, Jr.

(12) Mark R. Tercek

 

*To withhold authority to vote for any individual nominee(s) write the number of the nominee(s) in the box below

  
 

FOR

AGAINST

ABSTAIN

2. Approval to change the investment objective.

//

//

//

3. Approval to eliminate the fundamental policy that prohibits the purchase of equity securities and convertible securities.

//

//

//


  

T. Rowe Price Logo

Your Vote is Important

P.O. Box 55046
Boston, MA 02205-5046

 
 

Vote by Internet:

Please go to the electronic voting site at www.eproxyvote.com/trp. Follow the on-line instructions. If you vote by internet, you do not have to return your Ballot.

 

Vote by Telephone:

Please call us toll-free at 1-866-977-7699, and follow the instructions provided. If you vote by telephone, you do not have to return your Ballot.

 

Vote by Mail:

Mark, sign and date your Ballot and return promptly. Ensure the address below shows through the window of the enclosed postage paid return envelope.

If Voting by Mail:

 

Remember to sign and date the ballot below. Please ensure the address to the right shows through the window of the enclosed postage paid return envelope.

PROXY TABULATOR
PO BOX 55046
BOSTON MA 02205-9836

 

712 000 000 000 9

T. ROWE PRICE FUNDS ANNUAL
MEETING OF SHAREHOLDERS
OCTOBER 22, 2013

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. The undersigned hereby appoints Edward C. Bernard and David Oestreicher, as proxies (“Proxies”), with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated on the reverse side, all shares of the referenced fund (the “Fund”) held of record by the undersigned on July 24, 2013 at the Annual Meeting (the “Meeting”) of Shareholders of the Funds to be held on October 22, 2013, at 8:00 a.m., Eastern time, at The New York Palace Hotel, 455 Madison Avenue, New York, New York 10022 and at any and all adjournments thereof, with all the powers the undersigned would possess if personally present at the Meeting, and hereby revokes any proxies that may previously have been given by the undersigned with respect to the interests in the Funds covered hereby. I acknowledge receipt of the Notice of Annual Meeting of Shareholders and the Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders of the Funds to be held on October 22, 2013. The Proxy Statement for this meeting is available at www.eproxyvote.com/trp.

  

Note: Please sign exactly as your name(s) appears on the Ballot. If you are signing this Ballot for a corporation, estate, trust or other fiduciary capacity, for example, as a trustee, please state that capacity or title along with your signature.

Signature ______________________________

Signature ______________________________

Date __________________________________

Proposal(s) listed on reverse side.


        

INDIVIDUAL ACCOUNT BALLOT

(1 of 1)

712 000 000 000 9

Account Owner ABC COMPANY

Fund Name

FUND NAME PRINTS HERE

The Board recommends a vote FOR ALL the nominees named in Proposal 1 and FOR Proposals 2, 3 and 4. If no direction is given, this ballot will be voted “FOR” the proposals and at the discretion of the Proxies on other matters that may properly come before the Meeting.

Please fill in the box(es) as shown using black or blue ink or a No. 2 pencil. Please do not use a fine point pen. /X/

 

FOR
ALL

WITHHOLD
ALL

FOR ALL
EXCEPT

1. Election of directors/trustees

//

//

//

(01) Edward C. Bernard

(07) Karen N. Horn

   

(02) William R. Brody

(08) Paul F. McBride

(03) Anthony W. Deering

(09) Brian C. Rogers

(04) Donald W. Dick, Jr.

(10) Cecilia E. Rouse

(05) Bruce W. Duncan

(11) John G. Schreiber

(06) Robert J. Gerrard, Jr.

(12) Mark R. Tercek

 

*To withhold authority to vote for any individual nominee(s) write the number of the nominee(s) in the box below

  
 

FOR

AGAINST

ABSTAIN

2. Approval to change the investment objective.

//

//

//

3. Approval to eliminate the fundamental policy that prohibits the purchase of equity securities and convertible securities.

//

//

//

4. Approval to change the fundamental policy on commodities.

//

//

//