Loading...
Docoh

T. Rowe Price U.S. Equity Research Fund

Filed: 22 Mar 18, 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 [ ]

Check the appropriate box:

/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 Appreciation Fund, Inc. 033-05646/811-4519

T. Rowe Price Capital Appreciation & Income Fund, Inc. 333-219171/811-23212

T. Rowe Price Capital Opportunity Fund, Inc. 033-56015/811-07225

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

T. Rowe Price Credit Opportunities Fund, Inc. 333-194114/811-22939

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

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

T. Rowe Price Equity Income Fund, Inc. 033-00070/811-4400

T. Rowe Price Equity Series, Inc. 033-52161/811-07143

T. Rowe Price Financial Services Fund, Inc. 333-09551/811-07749

T. Rowe Price Fixed Income Series, Inc. 033-52749/811-07153

T. Rowe Price Floating Rate Fund, Inc. 333-174605/811-22557

T. Rowe Price Global Allocation Fund, Inc. 333-187446/811-22810

T. Rowe Price Global Multi-Sector Bond Fund, Inc. 333-154155/811-22243

T. Rowe Price Global Real Estate Fund, Inc. 333-153130/811-22218

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

T. Rowe Price GNMA Fund, Inc. 033-01041/811-4441

T. Rowe Price Government Money Fund, Inc. 002-54926/811-2603

T. Rowe Price Growth & Income Fund, Inc. 002-79190/811-3566

T. Rowe Price Growth Stock Fund, Inc. 002-10780/811-579

T. Rowe Price Health Sciences Fund, Inc. 033-63759/811-07381

T. Rowe Price High Yield Fund, Inc. 002-93707/811-4119

T. Rowe Price Index Trust, Inc. 033-32859/811-5986

T. Rowe Price Inflation Protected Bond Fund, Inc. 333-99241/811-21185

T. Rowe Price Institutional Equity Funds, Inc. 333-04753/811-07639

T. Rowe Price Institutional Income Funds, Inc. 333-84634/811-21055

T. Rowe Price Institutional International Funds, Inc. 033-29697/811-5833

T. Rowe Price Intermediate Tax-Free High Yield Fund, Inc. 333-196145/811-22968

T. Rowe Price International Funds, Inc. 002-65539/811-2958


T. Rowe Price International Index Fund, Inc. 333-44964/811-10063

T. Rowe Price International Series, Inc. 033-52171/811-07145

T. Rowe Price Limited Duration Inflation Focused Bond Fund, Inc. 333-136805/811-21919

T. Rowe Price Media & Telecommunications Fund, Inc. 333-27963/811-07075

T. Rowe Price Mid-Cap Growth Fund, Inc. 033-47806/811-6665

T. Rowe Price Mid-Cap Value Fund, Inc. 333-02993/811-07605

T. Rowe Price Multi-Sector Account Portfolios, Inc. 333-178660/811-22620

T. Rowe Price Multi-Strategy Total Return Fund, Inc. 333-218649/ 811-23261

T. Rowe Price New America Growth Fund, Inc. 002-99122/811-4358

T. Rowe Price New Era Fund, Inc. 002-29866/811-1710

T. Rowe Price New Horizons Fund, Inc. 002-18099/811-958

T. Rowe Price New Income Fund, Inc. 002-48848/811-2396

T. Rowe Price Personal Strategy Funds, Inc. 033-53675/811-07173

T. Rowe Price Quantitative Management Funds, Inc. 333-26323/811-08203

T. Rowe Price Real Assets Fund, Inc. 333-166395/811-22410

T. Rowe Price Real Estate Fund, Inc. 333-36137/811-08371

T. Rowe Price Reserve Investment Funds, Inc. 811-08279

T. Rowe Price Retirement Funds, Inc. 333-92380/811-21149

T. Rowe Price Science & Technology Fund, Inc. 033-16567/811-5299

T. Rowe Price Short-Term Bond Fund, Inc. 002-87568/811-3894

T. Rowe Price Small-Cap Stock Fund, Inc. 002-12171/811-696

T. Rowe Price Small-Cap Value Fund, Inc. 002-43237/811-2215

T. Rowe Price Spectrum Fund, Inc. 033-10992/811-4998

T. Rowe Price State Tax-Free Funds, Inc. 033-06533/811-4521

T. Rowe Price Summit Funds, Inc. 033-50319/811-7093

T. Rowe Price Summit Municipal Funds, Inc. 033-50321/811-7095

T. Rowe Price Tax-Efficient Funds, Inc. 333-26441/811-08207

T. Rowe Price Tax-Exempt Money Fund, Inc. 002-67029/811-3055

T. Rowe Price Tax-Free High Yield Fund, Inc. 002-94641/811-4163

T. Rowe Price Tax-Free Income Fund, Inc. 002-57265/811-2684

T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. 002-87059/811-3872

T. Rowe Price Total Return Fund, Inc. 333-213574/811-23180

T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. 333-45018/811-10093

T. Rowe Price U.S. Large-Cap Core Fund, Inc. 333-158764/811-22293

T. Rowe Price U.S. Treasury Funds, Inc. 033-30531/811-5860

T. Rowe Price Value Fund, Inc. 033-54963/811-07209

________________________________________________________________

(Name of Registrant as Specified in its Charter)

________________________________________________________________

(Name of Person(s) Filing Proxy Statement)


Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11.

1) Title of each class of securities to which transaction applies:

____________________________________________________

2) Aggregate number of securities to which transaction applies:

____________________________________________________

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined:

____________________________________________________

4) Proposed maximum aggregate value of transaction:

____________________________________________________

5) Total fee paid:

____________________________________________________

  [ ] Fee paid previously with preliminary materials.

____________________________________________________

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and

identify the filing for which the offsetting fee was paid previously. Identify the previous

filing by registration statement number, or the form or schedule and the date of its filing.

1) Amount previously paid:

____________________________________________________

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

____________________________________________________


3) Filing party:

____________________________________________________

4) Date filed:

___________________________________________________


  

Proxy Information

May 11, 2018

This proxy material concerns the:

T. Rowe Price Funds

Dear Shareholder:

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

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

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

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

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

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

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


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

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

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

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

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

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

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

Sincerely,

Edward C. Bernard
Chairman of the Board


Notice of Joint Special Meeting of Shareholders

  

T. Rowe Price Funds

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

 

Darrell N. Braman
Secretary

 

May 11, 2018

 

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

 

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

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

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

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

5. Reclassify the diversification status of each of the Communications &


  
 

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

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

 

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

DARRELL N. BRAMAN

SECRETARY

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 online.

· Read the proxy statement.

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

· Enter the control number found on your proxy card.

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

2. Vote by telephone.

· Read the proxy statement.

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

· Enter the control number found on your proxy card.

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

3. Vote by mail.

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

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

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

PAGE 3


Joint Special Meeting of Shareholders—July 25, 2018

PROXY STATEMENT

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

Who is asking for my vote?

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

Who is eligible to vote?

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

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

PAGE 4


What are shareholders being asked to vote on?

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

  

Proposal

Funds Affected

1. Elect four (4) directors;

All Funds

2. Amend the Fund’s investment objective;

Communications & Technology, International Bond, and New Income Funds

3. Amend the Fund’s fundamental policy on commodities;

Dividend Growth, Institutional High Yield, Institutional Large-Cap Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, Institutional Small-Cap Stock, New America Growth, and QM U.S. Small-Cap Growth Equity Funds, and the Emerging Markets Local Multi-Sector Account Portfolio

4. Amend the Fund’s industry concentration policy;

Emerging Europe Fund

5. Reclassify the Fund’s diversification status from diversified to nondiversified; and

Communications & Technology, Financial Services, Global Consumer, Global Industrials, Global Technology, Health Sciences, New Era, Real Estate, and Science & Technology Funds, and the Health Sciences Portfolio (the “Sector Funds”)

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

All Funds

PAGE 5


How can I get more information about the Funds?

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

PROPOSAL NO. 1 — Election of Directors

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

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

PAGE 6


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

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

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

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

PAGE 7


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

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

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

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

PAGE 8


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

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

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

PAGE 9


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

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

Who are the directors and director nominees?

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

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

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

PAGE 10


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

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

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

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

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

PAGE 11


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

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

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

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

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

PAGE 12


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

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

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

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

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

PAGE 13


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

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

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

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

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

PAGE 14


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

    

Independent Directors / Nominees

 

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

Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017

Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017

Teresa Bryce Bazemore, 1959

Director / Nominee of all T. Rowe Price Funds (191 portfolios)

President, Radian Guaranty (2008 to 2017); Member, Bazemore Consulting LLC (2018 to present)

Chimera Investment Corporation (2017 to present); Federal Home Loan Bank of Pittsburgh (2017 to present)

Blue Chip Growth

Emerging Markets Local Currency Bond

Over $100,000(a)

Over $100,000(a)

Over $100,000(a)

Ronald J. Daniels, 1959

Director / Nominee of all T. Rowe Price Funds (191 portfolios)

President, The Johns Hopkins University(b) and Professor, Political Science Department, The Johns Hopkins University (2009 to present)

Lyndhurst Holdings (2015 to present)

None

None

None

PAGE 15


    

Independent Directors / Nominees

 

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

Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017

Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017

Bruce W. Duncan, 1951

Director of all T. Rowe Price Funds (191 portfolios)

Chief Executive Officer and Director (January 2009 to December 2016), Chairman of the Board (January 2016 to present), and President (January 2009 to September 2016), First Industrial Realty Trust, owner and operator of industrial properties; Chairman of the Board (2005 to September 2016) and Director (1999 to September 2016), Starwood Hotels & Resorts, a hotel and leisure company

Starwood Hotels & Resorts (1999 to September 2016); Boston Properties (May 2016 to present); Marriott International, Inc. (September 2016 to present)

Emerging Markets Stock

Over $100,000

Over $100,000

PAGE 16


    

Independent Directors / Nominees

 

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

Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017

Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017

Robert J. Gerrard, Jr., 1952

Director of all T. Rowe Price Funds (191 portfolios)

Advisory Board Member, Pipeline Crisis/Winning Strategies, a collaborative working to improve opportunities for young African Americans (1997 to January 2016)

None

Blue Chip Growth

Capital Appreciation

Capital Opportunities

Communications & Technology

Dividend Growth

Emerging Europe

Emerging Markets Bond

Emerging Markets Stock

Emerging Markets Value Stock

European Stock

Financial Services

Floating Rate Fund—I Class

Global Stock

Global Technology

Growth Stock

Health Sciences

International Discovery

International Stock

Japan

Latin America

Mid-Cap Growth Fund—Advisor Class

New America Growth

New Horizons

Personal Strategy Balanced

Personal Strategy Growth

QM U.S. Small & Mid-Cap Core Equity

Retirement 2020

Retirement 2025

Retirement 2030

Retirement 2035

Retirement 2060

Science & Technology

Small-Cap Stock

Small-Cap Value

U.S. Large-Cap Core

$10,001–$50,000

Over $100,000

$50,001–$100,000

Over $100,000

$10,001–$50,000

$10,001–$50,000

$1–$10,000

$10,001–$50,000

$10,001–$50,000

$1–$10,000

$50,001–$100,000

$10,001–$50,000

$10,001–$50,000

Over $100,000

$50,001–$100,000

$50,001–$100,000

$10,001–$50,000

$10,001–$50,000

$10,001–$50,000

$1–$10,000

Over $100,000

$10,001–$50,000

Over $100,000

$50,001–$100,000

$50,001–$100,000

$10,001–$50,000

$50,001–$100,000

$50,001–$100,000

$10,001–$50,000

$10,001–$50,000

$10,001–$50,000

$50,001–$100,000

$50,001–$100,000

$1–$10,000

$10,001–$50,000

Over $100,000

Paul F. McBride, 1956

Director of all T. Rowe Price Funds (191 portfolios)

Advisory Board Member, Vizzia Technologies (2015 to present); Board Member, Dunbar Armored (2012 to present)

None

Capital Appreciation

Health Sciences

New America Growth

Real Estate

Tax-Free High Yield

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

PAGE 17


    

Independent Directors / Nominees

 

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

Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017

Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017

Cecilia E. Rouse, Ph.D., 1963

Director of all T. Rowe Price Funds (191 portfolios)

Dean, Woodrow Wilson School (2012 to present); Professor and Researcher, Princeton University (1992 to present); Member of National Academy of Education (2010 to present); Director, MDRC, a nonprofit education and social policy research organization (2011 to present); Research Associate of Labor Studies Program at the National Bureau of Economic Research (2011 to 2015); Board Member of the National Bureau of Economic Research (2011 to present); Chair of Committee on the Status of Minority Groups in the Economic Profession of the American Economic Association (2012 to 2017); Vice President (2015 to 2016), American Economic Association

None

Personal Strategy Balanced

Retirement 2030

Over $100,000

Over $100,000

Over $100,000

PAGE 18


    

Independent Directors / Nominees

 

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

Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017

Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017

John G. Schreiber, 1946

Director of all T. Rowe Price Funds (191 portfolios)

Owner/President, Centaur Capital Partners, Inc., a real estate investment company (1991 to present); Cofounder, Partner, and Cochairman of the Investment Committee, Blackstone Real Estate Advisors, L.P. (1992 to 2015); Director, General Growth Properties, Inc. (2010 to 2013); Director, Blackstone Mortgage Trust, a real estate finance company (2012 to 2016); Director and Chairman of the Board, Brixmor Property Group, Inc. (2013 to present); Director, Hilton Worldwide (2013 to present); Director, Hudson Pacific Properties (2014 to 2016); Director, Invitation Homes (2014 to present) General Growth Properties, Inc. (2010 to 2013); Blackstone Mortgage Trust (2012 to 2016); Hilton Worldwide (2013 to present); Brixmor Property Group, Inc. (2013 to present); Hudson Pacific Properties (2014 to 2016)

Blue Chip Growth

Cash Reserves

Emerging Markets Stock

GNMA

Government Money

Growth & Income

High Yield

Japan

Latin America

New Era

New Income

Short-Term Bond

Summit Municipal Income

Summit Municipal Intermediate

Summit Municipal Money

Tac-Free High Yield

U.S. Treasury Intermediate

U.S. Treasury Long-Term

U.S. Treasury Money

Value Fund—I Class

Over $100,000

Over $100,000

Over $100,000

Over $100,000

$10,001–$50,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

$50,001–$100,000

Over $100,000

Over $100,000

Over $100,000

$1–$10,000

Over $100,000

Over $100,000

Mark R. Tercek, 1957

Director of all T. Rowe Price Funds (191 portfolios)

President and Chief Executive Officer, The Nature Conservancy (2008 to present)

None

Cash Reserves

Emerging Markets Stock

Over $100,000

Over $100,000

Over $100,000

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

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

PAGE 19


    

Interested Directors / Nominees

 

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

Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017

Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017

Edward C. Bernard, 1956

Director and Chairman of all T. Rowe Price Funds (191 portfolios)

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

None

Capital Appreciation

Cash Reserves

Emerging Markets Stock

Equity Income

Global Stock

Government Money

Growth Stock

High Yield

Institutional Global Focused Growth Equity

Institutional Mid-Cap Equity Growth

Institutional Small-Cap Stock

Intermediate Tax-Free High Yield Fund—I Class

International Discovery

International Stock

New Asia

New Asia Fund—I Class

New Horizons

Real Estate Fund—I Class

Retirement 2055

Science & Technology

Science & Technology Fund—I Class

Short-Term Bond Fund—I Class

Small-Cap Stock Fund—I Class

Small-Cap Value

Spectrum Growth

Spectrum Income

Spectrum International

Summit Municipal Intermediate

Tax-Free Short-Intermediate Fund—I Class

Total Equity Market Index

U.S. Treasury Money

Over $100,000

Over $100,000

$50,001–$100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

$10,001–$50,000

Over $100,000

Over $100,000

$10,001–$50,000

Over $100,000

$10,001–$50,000

$10,001–$50,000

$10,001–$50,000

Over $100,000

$50,001–$100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

$50,001–$100,000

Over $100,000

$10,001–$50,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

PAGE 20


    

Interested Directors / Nominees

 

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

Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017

Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017

David Oestreicher, 1967

Director/Nominee of all T. Rowe Price Funds (191 portfolios)

Vice President, all T. Rowe Price Funds

Chief Legal Officer and Vice President, T. Rowe Price Group, Inc.; Director and Vice President, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; Vice President, T. Rowe Price Associates, Inc., T. Rowe Price Hong Kong Limited, T. Rowe Price International Ltd, and T. Rowe Price Singapore Private Ltd.

None

Equity Income

Government Money

Health Sciences Fund—I Class

Institutional High Yield

Institutional Small-Cap Stock

Institutional Global Focused Growth Equity

New America Growth Fund—I Class

New Asia Fund—I Class

Retirement 2025

Retirement 2030

Retirement 2035

Science & Technology

U.S. Treasury Money

$10,001–$50,000

Over $100,000

Over $100,000

$50,001–$100,000

Over $100,000

$10,001–$50,000

Over $100,000

$10,001–$50,000

$10,001–$50,000

$10,001–$50,000

$50,001–$100,000

Over $100,000

$10,001–$50,000

Over $100,000

Robert W. Sharps, 1971

Director/Nominee of domestic equity and international T. Rowe Price Funds (135 portfolios)

Vice President, T. Rowe Price Associates, Inc., T. Rowe Price Group, Inc., and T. Rowe Price Trust Company

President, Equity Series and Institutional Equity Funds; Vice President, Blue Chip Growth Fund, Growth Stock Fund, Institutional International Funds, International Funds, Multi-Strategy Total Return Fund, New America Growth Fund, Personal Strategy Funds, Retirement Funds, and Spectrum Fund

None

Capital Appreciation

Cash Reserves

Credit Opportunities

Dividend Growth

Financial Services Fund—I Class

Floating Rate Fund—I Class

Global Allocation

Global Real Estate Fund—I Class

Government Money

Health Sciences Fund—I Class

High Yield

Institutional Global Focused Growth Equity

Institutional Large-Cap Growth

Institutional Mid-Cap Equity Growth

Institutional Small-Cap Stock

Latin America Fund—I Class

Maryland Short-Term Tax-Free Bond

Maryland Tax-Free Bond

Maryland Tax-Free Money

New America Growth Fund—I Class

New Asia Fund—I Class

Spectrum Growth

Tax-Free High Yield

U.S. Treasury Money

Ultra Short-Term Bond

Over $100,000

Over $100,000

Over $100,000

Over $100,000

$50,001–$100,000

Over $100,000

Over $100,000

$10,001–$50,000

$1–$10,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

$10,001–$50,000

Over $100,000

Over $100,000

$1–$10,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

Over $100,000

PAGE 21


    

Interested Directors / Nominees

 

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

Dollar Range of Fund Shares Beneficially Owned, Directly or Indirectly, as of 12/31/2017

Total Dollar Range of Shares Owned, Directly or Indirectly, in All Funds as of 12/31/2017

Edward A. Wiese, 1959

Director/Nominee of domestic fixed income T. Rowe Price Funds (56 portfolios)

Vice President, T. Rowe Price Associates, Inc., T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company

President, Fixed Income Series, High Yield Fund, and Multi-Sector Account Portfolios

None

Cash Reserves

Dynamic Global Bond

Emerging Markets Bond

Global High Income Bond

Global Stock

Global Technology

Government Money

Health Sciences

Institutional Floating Rate

International Stock

New Era

Science & Technology

Science & Technology Fund—Advisor Class

Short-Term Bond

Short-Term Bond Fund—I Class

Spectrum Growth

Total Equity Market Index

U.S. Treasury Money

Over $100,000

Over $100,000

$50,001–$100,000

Over $100,000

Over $100,000

$10,001–$50,000

Over $100,000

Over $100,000

Over $100,000

$1–$10,000

$10,001–$50,000

$10,001–$50,000

Over $100,000

$50,001–$100,000

Over $100,000

$10,001–$50,000

$10,001–$50,000

Over $100,000

Over $100,000

PAGE 22


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

Term of T. Rowe Price Funds Directorship

            

Corporation

Bazemore

Bernard

Daniels

Duncan

Gerrard

McBride

Rouse

Sharps

Schreiber

Tercek

Wiese

Balanced Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Blue Chip Growth Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Capital Appreciation Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Capital Appreciation & Income Fund

2018

2017

2018

2017

2017

2017

2017

2017

2017

2017

Capital Opportunity Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Communications & Technology Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Corporate Income Fund

2018

2006

2018

2013

2013

2013

2013

1995

2009

2015

Credit Opportunities Fund

2018

2014

2018

2014

2014

2014

2014

2014

2014

2015

Diversified Mid-Cap Growth Fund

2018

2006

2018

2013

2012

2013

2012

2017

2003

2009

Dividend Growth Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Equity Income Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Equity Series

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Financial Services Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Fixed Income Series

2018

2006

2018

2013

2013

2013

2013

1994

2009

2015

Floating Rate Fund

2018

2011

2018

2013

2013

2013

2013

2011

2011

2015

Global Allocation Fund

2018

2013

2018

2013

2013

2013

2013

2017

2013

2013

Global Multi-Sector Bond Fund

2018

2008

2018

2013

2013

2013

2013

2008

2009

2015

Global Real Estate Fund

2018

2008

2018

2013

2012

2013

2012

2017

2008

2009

Global Technology Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

GNMA Fund

2018

2006

2018

2013

2013

2013

2013

1992

2009

2015

Government Money Fund

2018

2006

2018

2013

2013

2013

2013

1992

2009

2015

Growth & Income Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Growth Stock Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

PAGE 23


            

Corporation

Bazemore

Bernard

Daniels

Duncan

Gerrard

McBride

Rouse

Sharps

Schreiber

Tercek

Wiese

Health Sciences Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

High Yield Fund

2018

2006

2018

2013

2013

2013

2013

1992

2009

2015

Index Trust

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Inflation Protected Bond Fund

2018

2006

2018

2013

2013

2013

2013

2002

2009

2015

Institutional Equity Funds

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Institutional Income Funds

2018

2006

2018

2013

2013

2013

2013

2002

2009

2015

Institutional International Funds

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Intermediate Tax-Free High Yield Fund

2018

2014

2018

2014

2014

2014

2014

2014

2014

2015

International Funds

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

International Index Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

International Series

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Limited Duration Inflation Focused Bond Fund

2018

2006

2018

2013

2013

2013

2013

2006

2009

2015

Mid-Cap Growth Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Mid-Cap Value Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Multi-Sector Account Portfolios

2018

2012

2018

2013

2013

2013

2013

2012

2012

2015

Multi-Strategy Total Return Fund

2018

2017

2018

2017

2017

2017

2017

2017

2017

2017

New America Growth Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

New Era Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

New Horizons Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

New Income Fund

2018

2006

2018

2013

2013

2013

2013

1992

2009

2015

Personal Strategy Funds

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Quantitative Management Funds

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Real Assets Fund

2018

2010

2018

2013

2012

2013

2012

2017

2010

2010

Real Estate Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

PAGE 24


            

Corporation

Bazemore

Bernard

Daniels

Duncan

Gerrard

McBride

Rouse

Sharps

Schreiber

Tercek

Wiese

TRP Reserve Investment Funds

2018

2006

2018

2013

2013

2013

2013

1997

2009

2015

Retirement Funds

2018

2006

2018

2013

2012

2013

2012

2017

2002

2009

Science & Technology Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Short-Term Bond Fund

2018

2006

2018

2013

2013

2013

2013

1992

2009

2015

Small-Cap Stock Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Small-Cap Value Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Spectrum Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

State Tax-Free Funds

2018

2006

2018

2013

2013

2013

2013

1992

2009

2015

Summit Income Funds

2018

2006

2018

2013

2013

2013

2013

1993

2009

2015

Summit Municipal Funds

2018

2006

2018

2013

2013

2013

2013

1993

2009

2015

Tax-Efficient Funds

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

Tax-Exempt Money Fund

2018

2006

2018

2013

2013

2013

2013

1992

2009

2015

Tax-Free High Yield Fund

2018

2006

2018

2013

2013

2013

2013

1992

2009

2015

Tax-Free Income Fund

2018

2006

2018

2013

2013

2013

2013

1992

2009

2015

Tax-Free Short-Intermediate Fund

2018

2006

2018

2013

2013

2013

2013

1992

2009

2015

Total Return Fund

2018

2016

2018

2016

2016

2016

2016

2016

2016

2016

U.S. Bond Enhanced Index Fund

2018

2006

2018

2013

2013

2013

2013

2000

2009

2015

U.S. Large-Cap Core Fund

2018

2009

2018

2013

2012

2013

2012

2017

2009

2009

U.S. Treasury Funds

2018

2006

2018

2013

2013

2013

2013

1992

2009

2015

Value Fund

2018

2006

2018

2013

2012

2013

2012

2017

2001

2009

PAGE 25


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

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

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

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

Compensation

         

Fund

Aggregate Compensation From

Bazemore*

Daniels*

Duncan

Gerrard

McBride

Rouse

Schreiber

Tercek

Africa & Middle East

$59

$58

$59

$59

$54

$56

Asia Opportunities

21

20

21

21

19

20

Balanced

1,723

1,683

1,717

1,710

1,555

1,611

Blue Chip Growth

16,835

16,388

16,772

16,688

15,186

15,768

Blue Chip Growth Portfolio

443

430

441

439

399

415

California Tax-Free Bond

271

265

270

269

245

253

California Tax-Free Money

22

21

21

21

19

20

Capital Appreciation

12,265

11,982

12,222

12,168

11,066

11,467

Capital Appreciation & Income(a)

Capital Opportunity

241

235

240

239

217

225

Cash Reserves

975

953

971

967

880

911

Communications & Technology

1,888

1,839

1,881

1,872

1,703

1,768

Corporate Income

406

397

405

403

366

380

Credit Opportunities

20

19

20

20

18

19

Diversified Mid-Cap Growth

313

305

312

311

283

293

Dividend Growth

3,369

3,286

3,357

3,341

3,040

3,153

Dynamic Global Bond

179

172

179

176

162

169

Emerging Europe

77

75

77

76

69

72

PAGE 26


         

Fund

Aggregate Compensation From

Bazemore*

Daniels*

Duncan

Gerrard

McBride

Rouse

Schreiber

Tercek

Emerging Markets Bond

2,876

2,812

2,866

2,854

2,595

2,688

Emerging Markets Corporate Bond

26

25

26

26

23

24

Emerging Markets Corporate Multi-Sector Account Portfolio(b)

14

13

13

13

12

13

Emerging Markets Local Currency Bond

136

132

135

134

122

127

Emerging Markets Local Multi-Sector Account Portfolio(b)

13

13

13

13

12

13

Emerging Markets Stock

3,887

3,780

3,872

3,851

3,507

3,642

Emerging Markets Value Stock

14

14

14

14

13

13

Equity Income

9,761

9,570

9,732

9,692

8,811

9,112

Equity Income Portfolio

321

314

320

318

289

300

Equity Index 500

12,797

12,540

12,759

12,705

11,551

11,949

Equity Index 500 Portfolio

8

8

8

8

7

8

European Stock

474

462

472

470

427

444

Extended Equity Market Index

357

349

356

354

322

333

Financial Services

335

329

334

333

303

313

Floating Rate

414

403

412

410

373

387

Floating Rate Multi-Sector Account Portfolio(b)

32

31

32

32

29

30

Georgia Tax-Free Bond

139

136

138

138

125

130

Global Allocation

108

105

107

107

97

101

Global Consumer

5

5

5

5

5

5

Global Growth Stock

53

51

53

53

48

50

Global High Income Bond

32

31

32

32

29

30

Global Industrials

9

9

9

9

9

9

Global Multi-Sector Bond

189

183

188

187

170

177

Global Real Estate

93

91

92

92

84

86

Global Stock

304

295

303

301

274

285

Global Technology

2,042

1,976

2,034

2,022

1,841

1,918

GNMA

628

615

626

623

567

586

Government Money

3,638

3,558

3,626

3,610

3,283

3,400

Government Money Portfolio

12

11

12

12

11

11

Government Reserve

7,511

7,340

7,480

7,451

6,774

7,019

Growth & Income

773

755

771

767

698

723

Growth Stock

21,657

21,152

21,582

21,485

19,541

20,252

Health Sciences

4,818

4,701

4,800

4,779

4,347

4,507

Health Sciences Portfolio

275

269

274

273

248

258

High Yield

4,189

4,105

4,175

4,159

3,780

3,910

High Yield Multi-Sector Account Portfolio(b)

8

8

8

8

7

7

PAGE 27


         

Fund

Aggregate Compensation From

Bazemore*

Daniels*

Duncan

Gerrard

McBride

Rouse

Schreiber

Tercek

Inflation Protected Bond

211

206

210

209

190

197

Institutional Africa & Middle East

76

74

75

75

68

71

Institutional Cash Reserves

18

18

18

18

17

17

Institutional Core Plus

226

221

225

224

203

211

Institutional Credit Opportunities

11

11

11

11

10

10

Institutional Emerging Markets Bond

144

140

143

142

130

135

Institutional Emerging Markets Equity

572

554

569

566

515

537

Institutional Floating Rate

2,189

2,138

2,181

2,171

1,975

2,046

Institutional Frontier Markets Equity

24

24

24

24

22

23

Institutional Global Focused Growth Equity

18

18

18

18

16

17

Institutional Global Growth Equity

174

170

174

173

157

163

Institutional Global Multi-Sector Bond

13

13

13

13

12

12

Institutional Global Value Equity

5

4

5

5

4

4

Institutional High Yield

776

759

773

770

700

725

Institutional International Bond

158

154

157

157

142

148

Institutional International Concentrated Equity

200

194

199

198

180

187

Institutional International Core Equity

69

68

69

69

63

65

Institutional International Growth Equity

24

23

24

23

21

22

Institutional Large-Cap Core Growth

1,179

1,149

1,175

1,169

1,064

1,104

Institutional Large-Cap Growth

6,086

5,934

6,064

6,035

5,491

5,696

Institutional Large-Cap Value

1,518

1,481

1,513

1,505

1,370

1,420

Institutional Long Duration Credit

16

16

16

16

15

15

Institutional Mid-Cap Equity Growth

2,772

2,704

2,762

2,749

2,501

2,594

Institutional Small-Cap Stock

1,671

1,629

1,664

1,657

1,507

1,563

Institutional U.S. Structured Research

273

267

272

271

246

255

Intermediate Tax-Free High Yield

23

22

23

23

21

21

International Bond

2,154

2,101

2,146

2,137

1,942

2,015

International Bond(USD Hedged)

24

22

24

23

22

23

PAGE 28


         

Fund

Aggregate Compensation From

Bazemore*

Daniels*

Duncan

Gerrard

McBride

Rouse

Schreiber

Tercek

International Concentrated Equity

9

9

9

9

8

8

International Discovery

2,688

2,607

2,677

2,663

2,424

2,522

International Equity Index

238

232

238

236

215

223

International Stock

6,827

6,675

6,803

6,774

6,160

6,380

International Stock Portfolio

153

149

152

151

138

143

International Value Equity

5,663

5,529

5,644

5,618

5,109

5,297

Investment-Grade Corporate Multi-Sector Account Portfolio(b)

44

43

44

43

39

41

Japan

247

240

246

244

223

231

Latin America

287

279

285

284

258

268

Limited Duration Inflation Focused Bond

3,530

3,449

3,517

3,502

3,185

3,300

Limited-Term Bond Portfolio

181

177

180

179

163

169

Maryland Short-Term Tax-Free Bond

86

84

86

85

77

80

Maryland Tax-Free Bond

980

958

977

972

884

916

Maryland Tax-Free Money

35

35

35

35

32

33

Mid-Cap Growth

12,028

11,736

11,985

11,930

10,851

11,253

Mid-Cap Growth Portfolio

191

187

190

189

172

179

Mid-Cap Index

3

3

3

3

2

2

Mid-Cap Value

5,910

5,784

5,890

5,865

5,333

5,521

Mortgage-Backed Securities Multi-Sector Account Portfolio(b)

53

52

53

53

48

50

Multi-Strategy Total Return(c)

3

3

4

3

4

4

5

4

New America Growth

1,712

1,669

1,706

1,698

1,544

1,602

New America Growth Portfolio

85

83

85

85

77

80

New Asia

1,232

1,200

1,227

1,221

1,111

1,153

New Era

1,567

1,532

1,562

1,555

1,414

1,464

New Horizons

8,466

8,250

8,435

8,395

7,637

7,926

New Income

14,896

14,544

14,841

14,779

13,435

13,930

New Jersey Tax-Free Bond

167

163

167

166

151

156

New York Tax-Free Bond

208

203

207

206

187

194

New York Tax-Free Money

25

24

24

24

22

23

Overseas Stock

6,173

6,014

6,150

6,122

5,568

5,780

Personal Strategy Balanced

955

933

952

947

862

893

Personal Strategy Balanced Portfolio

73

72

73

73

66

69

Personal Strategy Growth

844

822

841

837

762

791

PAGE 31


         

Fund

Aggregate Compensation From

Bazemore*

Daniels*

Duncan

Gerrard

McBride

Rouse

Schreiber

Tercek

Personal Strategy Income

806

786

803

800

728

755

QM Global Equity

6

6

6

6

6

6

QM U.S. Small & Mid-Cap Core Equity

17

16

17

17

15

16

QM U.S. Small-Cap Growth Equity

1,910

1,850

1,902

1,891

1,722

1,793

QM U.S. Value Equity

8

8

8

8

7

7

Real Assets

1,471

1,442

1,467

1,461

1,328

1,373

Real Estate

2,759

2,701

2,750

2,738

2,490

2,577

Retirement 2005

779

762

776

773

703

727

Retirement 2010

2,385

2,337

2,377

2,367

2,152

2,226

Retirement 2015

4,052

3,971

4,039

4,023

3,657

3,782

Retirement 2020

11,229

10,999

11,193

11,147

10,134

10,486

Retirement 2025

9,305

9,104

9,275

9,235

8,397

8,694

Retirement 2030

11,890

11,633

11,851

11,801

10,729

11,109

Retirement 2035

7,117

6,960

7,093

7,063

6,422

6,651

Retirement 2040

8,359

8,176

8,332

8,296

7,543

7,812

Retirement 2045

4,417

4,317

4,402

4,383

3,986

4,129

Retirement 2050

3,531

3,448

3,519

3,503

3,186

3,302

Retirement 2055

1,499

1,463

1,494

1,487

1,353

1,403

Retirement 2060

116

112

116

115

105

110

Retirement Balanced

1,216

1,191

1,212

1,207

1,097

1,136

Retirement I 2005 Fund—I Class

34

32

34

33

30

32

Retirement I 2010 Fund—I Class

129

125

128

128

116

121

Retirement I 2015 Fund—I Class

232

225

231

230

209

218

Retirement I 2020 Fund—I Class

768

742

764

760

692

722

Retirement I 2025 Fund—I Class

626

603

623

619

564

589

Retirement I 2030 Fund—I Class

921

889

917

912

830

867

Retirement I 2035 Fund—I Class

523

503

520

517

471

492

Retirement I 2040 Fund—I Class

707

682

703

699

637

665

Retirement I 2045 Fund—I Class

342

329

341

339

308

322

Retirement I 2050 Fund—I Class

371

358

369

367

334

349

Retirement I 2055 Fund—I Class

121

116

120

119

109

114

Retirement I 2060 Fund—I Class

17

16

16

16

15

16

Retirement Balanced I Fund—I Class

73

71

73

72

66

69

Retirement Income 2020

2

1

2

2

1

2

Science & Technology

2,033

1,981

2,026

2,016

1,834

1,904

Short-Term

1,154

1,143

1,153

1,149

1,043

1,072

Short-Term Bond

2,184

2,139

2,177

2,168

1,971

2,040

Short-Term Government

0

0

0

0

0

0

Small-Cap Index

3

3

3

3

2

3

PAGE 32


         

Fund

Aggregate Compensation From

Bazemore*

Daniels*

Duncan

Gerrard

McBride

Rouse

Schreiber

Tercek

Small-Cap Stock

4,160

4,076

4,147

4,130

3,755

3,884

Small-Cap Value

4,308

4,214

4,294

4,275

3,888

4,025

Spectrum Growth

1,589

1,553

1,584

1,577

1,434

1,486

Spectrum Income

2,869

2,804

2,859

2,846

2,589

2,682

Spectrum International

585

569

582

580

527

547

Summit Municipal Income

558

545

556

553

503

522

Summit Municipal Intermediate

2,026

1,975

2,019

2,009

1,828

1,897

Summit Municipal Money Market

55

54

55

55

50

51

Target 2005

14

13

13

13

12

13

Target 2010

28

27

28

27

25

26

Target 2015

79

77

78

78

71

74

Target 2020

106

103

106

105

96

99

Target 2025

89

87

89

88

80

83

Target 2030

91

89

91

91

82

86

Target 2035

55

53

55

54

49

51

Target 2040

47

46

47

46

42

44

Target 2045

32

31

32

31

29

30

Target 2050

22

22

22

22

20

21

Target 2055

12

12

12

12

11

12

Target 2060

3

3

3

3

3

3

Tax-Efficient Equity

107

105

107

107

97

101

Tax-Exempt Money

159

156

159

158

144

149

Tax-Free High Yield

2,086

2,036

2,078

2,069

1,882

1,951

Tax-Free Income

1,143

1,117

1,139

1,134

1,032

1,069

Tax-Free Short-Intermediate

882

863

879

875

796

824

Total Equity Market Index

679

663

676

673

612

635

Total Return

13

13

13

13

12

13

Treasury Reserve

1,595

1,560

1,591

1,583

1,441

1,492

U.S. Bond Enhanced Index

296

289

295

294

267

277

U.S. High Yield

20

18

19

19

18

19

U.S. Large-Cap Core

179

174

178

177

161

168

U.S. Treasury Intermediate

176

171

175

174

159

165

U.S. Treasury Long-Term

236

228

237

233

215

223

U.S. Treasury Money

2,463

2,389

2,451

2,438

2,221

2,310

Ultra Short-Term Bond

157

153

156

156

142

147

Value

10,843

10,600

10,806

10,758

9,785

10,135

Virginia Tax-Free Bond

524

512

522

520

473

490

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

(a) Prior to commencement of operations.

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

(c) Estimated for the period February 24, 2018, through December 31, 2018.

PAGE 33


What vote is required to elect the directors?

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

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

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

Communications & Technology Fund

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

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

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

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

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

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

PAGE 34


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

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

International Bond Fund

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

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

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

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

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

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

PAGE 35


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

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

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

New Income Fund

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

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

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

PAGE 36


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

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

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

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

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

PAGE 37


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

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

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

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

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

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

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

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

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

PAGE 38


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

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

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

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

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

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

PAGE 39


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

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

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

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

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

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

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

The Fund will not:

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

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

PAGE 40


The Fund may not:

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

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

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

PAGE 41


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

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

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

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

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

PAGE 42


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

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

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

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

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

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

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

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

PAGE 43


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

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

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

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

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

PAGE 44


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

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

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

FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING

What is the required quorum?

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

How are the votes counted?

The individuals named as proxies (or their substitutes) on the enclosed proxy card (or cards, if you have multiple Funds or accounts) will vote according to your directions if your proxy is received properly executed, or in accordance with your instructions given when voting by telephone or online. With respect to Proposal No. 1 to elect directors, you may direct the proxy holders to vote your shares on the proposal by checking the appropriate box “FOR ALL NOMINEES” or “FOR ALL EXCEPT,” or instruct them not to vote those shares on the proposal by checking the “WITHHOLD AUTHORITY” box.

With respect to Proposal Nos. 2, 3, 4, and 5, you may direct the proxy holders to vote FOR or AGAINST or ABSTAIN. Alternatively, you may simply sign, date, and return your proxy card(s) with no specific instructions as to the proposals. If you properly execute your proxy card, or submit your vote

PAGE 45


via the telephone or online, and give no voting instructions with respect to the election of directors or any of the other proposals, your shares will be voted FOR ALL NOMINEES and FOR all of the other proposals on which you are entitled to vote.

Abstentions and “broker nonvotes” (as described below) are counted for purposes of determining whether a quorum is present for purposes of convening the Shareholder Meeting. Broker nonvotes are shares held by a broker or nominee for which an executed proxy is received by the Fund but are not voted as to one or more proposals because instructions have not been received from the beneficial owners or persons entitled to vote, and the broker or nominee does not have discretionary voting power. Since Proposal No. 1 must be approved by a plurality vote, abstentions and broker nonvotes will have no effect on the result of the vote. Because Proposal Nos. 2, 3, 4, and 5 must be approved by a percentage of voting securities present at the meeting or a majority of the Fund’s outstanding shares, abstentions and broker nonvotes will be considered to be voting securities that are present and will have the effect of being counted as votes against the applicable proposal.

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

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

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

Can additional matters be acted upon at the Shareholder Meeting?

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

PAGE 46


Are the T. Rowe Price Funds required to hold annual meetings?

Under Maryland law, each T. Rowe Price Fund is not required to hold an annual meeting of shareholders. The Boards have determined that the Funds will take advantage of this Maryland law provision to avoid the significant expenses associated with holding an annual meeting of shareholders, including legal, accounting, printing, and mailing fees incurred in preparing proxy materials. Accordingly, no annual meeting of shareholders shall be held in any year in which a meeting is not otherwise required to be held under the 1940 Act or Maryland law, unless the Boards determine otherwise. However, special meetings of shareholders will be held in accordance with applicable law or when otherwise determined by the Boards.

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

How are proxies delivered and votes recorded?

This Proxy Statement was mailed along with a proxy voting card and prepaid envelope. You may record your votes on the enclosed proxy card and mail it in the accompanying prepaid envelope to Proxy Tabulator, P.O. Box 808002, Louisville, KY 40233-9893. Any mailed proxies sent to this address will be delivered to Computershare Limited (“Computershare”), which T. Rowe Price has retained to tabulate the votes. In addition, the Funds have arranged through Computershare to have votes recorded through online or by telephone. The telephone and online voting procedures are reasonably designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Computershare is also responsible for assisting T. Rowe Price in determining whether quorum is achieved for a particular Fund and whether sufficient votes are received to approve a proposal.

Some shareholders will not automatically receive a copy of this entire Proxy Statement in the mail, but will instead receive a notice that informs them of how to access all of the proxy materials on a publicly available website (commonly referred to as “notice and access”). Shareholders who receive such a notice will not be able to return the notice to have their vote recorded. However, they can access the proxy materials at www.proxydirect.com/trp-28475 to vote eligible shares or may use the instructions on the notice to request a paper or email copy of the proxy materials at no charge.

PAGE 47


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

How can proxies be solicited, and who pays for the costs involved with the proxy?

Directors and officers of a Fund, or employees of T. Rowe Price (and its affiliates) may solicit proxies by mail, in person, electronically (assuming that applicable requirements are met) or by telephone. In the event that votes are solicited by telephone, shareholders would be called at the telephone number T. Rowe Price has in its records for their accounts, and would be asked for 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 Shareholder Meeting in accordance with their instructions. To ensure that shareholders’ instructions have been recorded correctly, confirmation of the instructions is also mailed and a special toll-free number provided in case the information contained in the confirmation is incorrect.

To help ensure that sufficient shares of common stock are represented at the Shareholder Meeting to permit approval of the proposals outlined in the Proxy Statement, the Funds will also use the solicitation services of Computershare to assist them in soliciting proxies.

Who pays for the costs involved with the proxy?

For managing the T. Rowe Price Funds’ overall proxy campaign, Computershare will receive a fee plus reimbursement for out-of-pocket expenses. Computershare will also receive fees in connection with the printing, preparing, assembling, mailing, and transmitting of proxy materials on behalf of the T. Rowe Price Funds, tabulating those votes that are received, and any solicitation of additional votes. The fees received by Computershare will vary based on the level of additional solicitation necessary to achieve quorum and shareholder approval. In addition to the fees paid to Computershare, securities brokers, custodians, fiduciaries, and other persons holding shares as nominees will be reimbursed, upon request, for their reasonable expenses in sending solicitation materials to the principals of the

PAGE 48


accounts. The fees for these services, along with printing, postage and solicitation services are estimated to range between $13.5 and $15 million. All costs of the Shareholder Meeting and the proxy campaign, including the use of Computershare and the reimbursement to brokers for solicitation and the preparation of proxy materials, will be paid for by each Fund in proportion to its relative asset size at the time of the Shareholder Meeting (except for the Multi-Sector Account Portfolios). For any Funds subject to contractual expense limitations or all-inclusive management fee rates, the proxy expenses over and above any contractually stated fee rate will be borne by T. Rowe Price.

Can I change my vote after I mail my proxy?

Any proxy, including those given online or by telephone, may be revoked at any time before the votes have been submitted for tabulation at the Shareholder Meeting by filing a written notice of revocation with a Fund, by delivering a properly executed proxy bearing a later date, or by attending the Shareholder Meeting and voting in person. If you vote via telephone or online, you can change your vote up until 7:59 a.m. on July 25, 2018.

GENERAL INFORMATION ABOUT THE FUNDS

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

T. Rowe Price serves as investment adviser to all of the T. Rowe Price Funds and provides the Funds with investment management services. T. Rowe Price is a wholly owned subsidiary of T. Rowe Price Group Inc. While T. Rowe Price is responsible for supervising and overseeing the Funds’ investment programs, T. Rowe Price has entered into investment 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 Japan, Inc. (“Price Japan”) on behalf of certain T. Rowe Price Funds. Price Hong Kong and Price Japan are wholly owned subsidiaries of T. Rowe Price International, and T. Rowe Price International is a wholly owned subsidiary of T. Rowe Price.

Each Fund also has fund accounting agreements with T. Rowe Price and The Bank of New York Mellon; an underwriting agreement with T. Rowe Price Investment Services, Inc. (“Investment Services”); and a transfer agency agreement with T. Rowe Price Services, Inc. (“Price Services”). The taxable Funds also have a transfer agency agreement with T. Rowe Price Retirement Plan Services, Inc. (“RPS”). Investment Services, Price Services, and RPS are wholly owned subsidiaries of T. Rowe Price.

PAGE 51


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

The address for T. Rowe Price, Investment Services, and T. Rowe Price Trust Company is 100 East Pratt Street, Baltimore, MD 21202. The address for Price Services and RPS is 4515 Painters Mill Road, Owings Mills, MD 21117. The address for The Bank of New York Mellon is 225 Liberty Street, New York, New York 10286.

The Funds have a policy to not pay any commissions to affiliated broker-dealers.

Who are the Funds’ executive officers?

John R. Gilner serves as Chief Compliance Officer for the T. Rowe Price Funds. In addition, Mr. Gilner is the Chief Compliance Officer and a Vice President of T. Rowe Price, as well as a Vice President of T. Rowe Price Group, Inc. Catherine D. Mathews serves as Treasurer for the T. Rowe Price Funds. Ms. Mathews is a Vice President of T. Rowe Price and T. Rowe Price Group, Inc. Darrell N. Braman serves as Secretary for the T. Rowe Price Funds. Mr. Braman is a Vice President of T. Rowe Price and T. Rowe Price Group, Inc. The following table, entitled “Executive Officers of the Funds,” lists the other executive officers of the Funds covered by this Proxy Statement and their positions with each Fund, T. Rowe Price, and T. Rowe Price Group, Inc., as of April 6, 2018. Each executive officer has been an officer of T. Rowe Price, T. Rowe Price Group, Inc., and the Funds for at least the last five years unless otherwise indicated.

    

Executive Officers of the Funds

Officer, Year of Birth

Position With Fund

Position With T. Rowe Price

Position With T. Rowe Price Group

Balanced Fund

   

Charles M. Shriver, 1967

President

Vice President

Vice President

Blue Chip Growth Fund

   

Larry J. Puglia, 1960

President

Vice President

Vice President

Capital Appreciation Fund

   

David R. Giroux, 1975

President

Vice President

Vice President

Capital Appreciation & Income Fund

   

David R. Giroux, 1975

Co-President

Vice President

Vice President

Steven D. Krichbaum, 1977

Co-President

Vice President

Vice President

Paul M. Massaro, 1975

Co-President

Vice President

Vice President

Capital Opportunity Fund

   

Ann M. Holcomb, 1972

Co-President

Vice President

Vice President

Jason B. Polun, 1974

Co-President

Vice President

Vice President

Thomas H. Watson, 1977

Co-President

Vice President

Vice President

Communications & Technology Fund

   

Paul D. Greene II, 1978

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

Corporate Income Fund

   

David A. Tiberii, 1965

Steve Boothe, 1977

Lauren T. Wagandt, 1984

President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Credit Opportunities Fund

   

Rodney M. Rayburn, 1970a

President

Vice President

Vice President

Diversified Mid-Cap Growth Fund

   

Donald J. Peters, 1959

Donald J. Easley, 1971

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Dividend Growth Fund

   

Thomas J. Huber, 1966

President

Vice President

Vice President

Equity Income Fund

   

John D. Linehan, 1965

President

Vice President

Vice President

Equity Series

   

Robert W. Sharps, 1971

Ziad Bakri, 1980

Brian W.H. Berghuis, 1958

John D. Linehan, 1965

Larry J. Puglia, 1960

Charles M. Shriver, 1967

Ken D. Uematsu, 1969

Justin P. White, 1981

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

Financial Services Fund

   

Gabriel Solomon, 1977

President

Vice President

Vice President

Fixed Income Series

   

Cheryl A. Mickel, 1967

Joseph K. Lynagh, 1958

Micahel F. Reinartz, 1973

President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Floating Rate Fund

   

Paul M. Massaro, 1975

President

Vice President

Vice President

Global Allocation Fund

   

Charles M. Shriver, 1967

President

Vice President

Vice President

Global Multi-Sector Bond Fund

   

Steven C. Huber, 1958

Kenneth A. Orchard, 1975

President

Executive Vice President

Vice President

Vice President

Vice President

Global Real Estate Fund

   

Nina P. Jones, 1980

President

Vice President

Vice President

Global Technology Fund

   

Joshua K. Spencer, 1973

President

Vice President

Vice President

GNMA Fund

   

Andrew C. McCormick, 1960

President

Vice President

Vice President

Government Money Fund

   

Joseph K. Lynagh, 1958

President

Vice President

Vice President

Growth & Income Fund

   

Jeffrey Rottinghaus, 1970

President

Vice President

Vice President

Growth Stock Fund

   

Joseph B. Fath, 1971

President

Vice President

Vice President

Health Sciences Fund

   

Ziad Bakri, 1980

President

Vice President

Vice President

High Yield Fund

   

Edward A. Wiese, 1959

Kevin P. Loome, 1967b

Mark J. Vaselkiv, 1958

President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Index Trust

   

Ken D. Uematsu, 1969

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

Inflation Protected Bond Fund

   

Stephen L. Bartolini, 1977

President

Vice President

Vice President

Institutional Equity Funds

   

Robert W. Sharps, 1971

Francisco Alonso, 1978

Brian W.H. Berghuis, 1958

Mark S. Finn, 1963

Ann M. Holcomb, 1972

John D. Linehan, 1965

Heather K. McPherson, 1967

Jason B. Polun, 1974

Larry J. Puglia, 1960

Taymour R. Tamaddon, 1976

Thomas H. Watson, 1977

President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Institutional Income Funds

   

Mark J. Vaselkiv, 1958

Brian J. Brennan, 1964

Steven C. Huber, 1958

Joseph K. Lynagh, 1958

Paul M. Massaro, 1975

Rodney M. Rayburn, 1970a

David A. Tiberii, 1965

President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Institutional International Funds

   

Christopher D. Alderson, 1962

Oliver D.M. Bell, 1969

R. Scott Berg, 1972

Richard N. Clattenburg, 1979

Michael J. Conelius, 1964

David J. Eiswert, 1972

Arif Husain, 1972

Andrew J. Keirle, 1974

Sebastien Mallet, 1974

Raymond A. Mills, 1960

Joshua Nelson, 1977

Jason Nogueira, 1974

Kenneth A. Orchard, 1975

Gonzalo Pangaro, 1968

Federico Santilli, 1974

President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Intermediate Tax-Free High Yield Fund

   

James M. Murphy, 1967

R. Lee Arnold, Jr., 1970

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

PAGE 54


    

Executive Officers of the Funds

Officer, Year of Birth

Position With Fund

Position With T. Rowe Price

Position With T. Rowe Price Group

International Funds

   

Christopher D. Alderson, 1962

Ulle Adamson, 1979

Peter J. Bates, 1974

Oliver D.M. Bell, 1969

R. Scott Berg, 1972

Archibald Ciganer, 1976

Richard N. Clattenburg, 1979

Michael J. Conelius, 1964

Michael Della Vedova, 1969

David J. Eiswert, 1972

Arif Husain, 1972

Andrew J. Keirle, 1974

Anh Lu, 1968

Jonathan H.W. Matthews, 1975

Raymond A. Mills, 1960

Eric C. Moffett, 1979

Samy B. Muaddi, 1984

Joshua Nelson, 1977

Jason Nogueira, 1974

Kenneth A. Orchard, 1975

Gonzalo Pangaro, 1968

Federico Santilli, 1974

Dean Tenerelli, 1964

Justin Thomson, 1968

Mark J. Vaselkiv, 1958

Verena E. Wachnitz, 1978

Ernest C. Yeung, 1979

President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

International Index Fund

   

Neil Smith, 1972

President

Vice President

International Series

   

Christopher D. Alderson, 1962

Richard N. Clattenburg, 1979

President

Executive Vice President

Vice President

Vice President

Vice President

Limited Duration Inflation Focused Bond Fund

  

Stephen L. Bartolini, 1977

President

Vice President

Vice President

Mid-Cap Growth Fund

   

Brian W.H. Berghuis, 1958

John F. Wakeman, 1962

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Mid-Cap Value Fund

   

David J. Wallack, 1960

Heather K. McPherson, 1967

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Multi-Sector Account Portfolios

   

Edward A. Wiese, 1959

Steve Boothe, 1977

Andrew J. Keirle, 1974

Paul M. Massaro, 1975

Andrew C. McCormick, 1960

Samy B. Muaddi, 1984

Mark J. Vaselkiv, 1958

President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Multi-Strategy Total Return Fund

   

Richard de los Reyes, 1975

Stefan Hubrich, 1974

Co-President

Co-President

Vice President

Vice President

Vice President

Vice President

New America Growth Fund

   

Justin P. White, 1981

President

Vice President

Vice President

New Era Fund

   

Shawn T. Driscoll, 1975

President

Vice President

Vice President

PAGE 55


    

Executive Officers of the Funds

Officer, Year of Birth

Position With Fund

Position With T. Rowe Price

Position With T. Rowe Price Group

New Horizons Fund

   

Henry M. Ellenbogen, 1973

President

Vice President

Vice President

New Income Fund

   

Daniel O. Shackelford, 1958

Stephen L. Bartolini, 1977

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Personal Strategy Funds

   

Charles M. Shriver, 1967

President

Vice President

Vice President

Quantitative Management Fund

   

Sudhir Nanda, 1959

Vinit Agrawal, 1987

Prashant G. Jeyaganesh, 1983

Farris G. Shuggi, 1984

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

Real Assets Fund

   

Wyatt A. Lee, 1971

President

Vice President

Vice President

Real Estate Fund

   

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 Fund

   

Kennard W. Allen, 1977

President

Vice President

Vice President

Short-Term Bond Fund

   

Cheryl A. Mickel, 1967

Joseph K. Lynagh, 1958

Michael F. Reinartz, 1973

President

Executive Vice President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Vice President

Small-Cap Stock Fund

   

Francisco M. Alonso, 1978

President

Vice President

Vice President

Small-Cap Value Fund

   

J. David Wagner, 1974

President

Vice President

Vice President

Spectrum Funds

   

Charles M. Shriver, 1967

President

Vice President

Vice President

State Tax-Free Fund

   

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

Summit Funds

   

Joseph K. Lynagh, 1958

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 Fund

   

Joseph K. Lynagh, 1958

President

Vice President

Vice President

Tax-Free High Yield Fund

   

James M. Murphy, 1967

R. Lee Arnold, Jr., 1970

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Tax-Free Income Fund

   

Konstantine B. Mallas, 1963

President

Vice President

Vice President

Tax-Free Short-Intermediate Fund

   

Charles B. Hill, 1961

President

Vice President

Vice President

PAGE 56


    

Executive Officers of the Funds

Officer, Year of Birth

Position With Fund

Position With T. Rowe Price

Position With T. Rowe Price Group

Total Return Fund

   

Andrew C. McCormick, 1960

Christopher P. Brown, Jr., 1977

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

U.S. Bond Enhanced Index Fund

   

Robert M. Larkins, 1973

President

Vice President

Vice President

U.S. Large-Cap Core Fund

   

Jeffrey Rottinghaus, 1970

President

Vice President

Vice President

U.S. Treasury Funds

   

Brian J. Brennan, 1964

Joseph K. Lynagh, 1958

President

Executive Vice President

Vice President

Vice President

Vice President

Vice President

Value Fund

   

Mark S. Finn, 1963

President

Vice President

Vice President

a Prior to 2014, Rodney M. Rayburn was Managing Director of Värde Partners.

b Prior to 2017, Kevin P. Loome was Head of U.S. Credit at Henderson Global Investors and prior to 2013, he was Head of High Yield and Bank Loans at Delaware Investments.

As of January 31, 2018, the directors and executive officers of the T. Rowe Price Funds, as a group, owned less than 1% of the outstanding shares of any fund, except as shown in the following table.

  

Fund

%

Asia Opportunities

2.0

Cash Reserves

1.4

Credit Opportunities

1.3

Emerging Markets Value Stock

1.6

Global Consumer

7.3

Global Growth Stock

1.6

Global Industrials

1.2

Institutional Global Focused Growth Equity

12.0

Institutional Global Multi-Sector Bond

3.9

Institutional Global Value Equity

4.0

Intermediate Tax-Free High Yield

3.3

Maryland Short-Term Tax-Free Bond

5.0

Maryland Tax-Free Money

1.6

Summit Municipal Money Market

1.8

Tax-Efficient Equity

5.0

Total Return

3.3

Ultra Short-Term Bond

2.0

U.S. Treasury Money

1.4

How many outstanding shares are there of each Fund?

The following table, entitled “Outstanding Shares of Capital Stock,” sets forth the outstanding shares of capital stock of each Fund and class, as applicable, as of February 28, 2018.

Outstanding Shares of Capital Stock

  

 Fund

Outstanding Shares
of Capital Stock

Africa & Middle East

14,937,442.896

Africa & Middle East Fund—I Class

806,596.756

Asia Opportunities

8,128,148.370

Asia Opportunities Fund—Advisor Class

43,885.667

Asia Opportunities Fund—I Class

609,115.100

PAGE 57


  

 Fund

Outstanding Shares
of Capital Stock

Balanced

154,733,430.168

Balanced Fund—I Class

12,572,647.043

Blue Chip Growth

349,360,984.256

Blue Chip Growth Fund—Advisor Class

36,341,175.408

Blue Chip Growth Fund—I Class

94,102,858.012

Blue Chip Growth Fund—R Class

8,446,455.335

Blue Chip Growth Portfolio

26,764,582.111

Blue Chip Growth Portfolio—II

15,190,195.269

California Tax-Free Bond

55,183,773.808

California Tax-Free Bond Fund—I Class

984,138.995

California Tax-Free Money

59,008,429.288

California Tax-Free Money Fund—I Class

250,000.000

Capital Appreciation & Income

10,000.000

Capital Appreciation & Income Fund—Advisor Class

Capital Appreciation & Income Fund—I Class

Capital Appreciation

901,377,339.406

Capital Appreciation Fund—Advisor Class

36,878,167.310

Capital Appreciation Fund—I Class

92,433,156.162

Capital Opportunity

21,801,795.637

Capital Opportunity Fund—Advisor Class

490,305.759

Capital Opportunity Fund—I Class

1,735,684.665

Capital Opportunity Fund—R Class

221,883.539

Cash Reserves

2,352,060,120.435

Communications & Technology Fund*

48,872,842.000

Communications & Technology Fund—I Class*

1,484,601.023

Corporate Income

95,103,896.220

Corporate Income Fund—I Class

5,909,057.261

Credit Opportunities

5,221,145.394

Credit Opportunities Fund—Advisor Class

31,927.674

Credit Opportunities Fund—I Class

29,411.765

Diversified Mid-Cap Growth

28,808,252.417

Diversified Mid-Cap Growth Fund—I Class

745,211.143

Dividend Growth

143,308,752.754

Dividend Growth Fund—Advisor Class

8,427,875.500

Dividend Growth Fund—I Class

54,458,335.869

Dynamic Global Bond

312,133,475.617

Dynamic Global Bond Fund—Advisor Class

91,576,555.626

Dynamic Global Bond Fund—I Class

37,769.494

Emerging Europe

11,971,505.820

Emerging Europe Fund—I Class

347,053.264

Emerging Markets Bond

387,542,384.729

Emerging Markets Bond Fund—Advisor Class

193,477.048

Emerging Markets Bond Fund—I Class

90,379,766.299

Emerging Markets Corporate Bond Fund

5,357,891.267

Emerging Markets Corporate Bond Fund—Advisor Class

159,828.439

Emerging Markets Corporate Bond Fund—I Class

656,968.202

Emerging Markets Corporate Multi-Sector Account Portfolio

3,374,735.968

Emerging Markets Local Currency Bond

58,785,491.260

Emerging Markets Local Currency Bond Fund—Advisor Class

35,971.039

Emerging Markets Local Currency Bond Fund—I Class

24,968,662.022

Emerging Markets Local Multi-Sector Account Portfolio

5,525,995.464

Emerging Markets Stock

192,325,539.567

Emerging Markets Stock Fund—I Class

58,941,538.972

Emerging Markets Value Stock

3,777,274.931

PAGE 58


  

 Fund

Outstanding Shares
of Capital Stock

Emerging Markets Value Stock Fund—Advisor Class

39,129.355

Emerging Markets Value Stock Fund—I Class

275,974.689

Equity Income

513,936,678.554

Equity Income Fund—Advisor Class

12,348,380.456

Equity Income Fund—I Class

126,131,829.701

Equity Income Fund—R Class

2,770,941.018

Equity Income Portfolio

18,011,282.536

Equity Income Portfolio—II

7,117,896.989

Equity Index 500

343,480,594.464

Equity Index 500 Fund—I Class

41,455,191.826

Equity Index 500 Portfolio

914,527.748

European Stock

56,148,767.418

European Stock Fund—I Class

763,771.599

Extended Equity Market Index Fund

30,191,861.067

Financial Services

28,851,317.125

Financial Services Fund—I Class

716,518.957

Floating Rate

144,199,108.656

Floating Rate Fund—Advisor Class

5,889,905.435

Floating Rate Fund—I Class

9,311,184.179

Floating Rate Multi-Sector Account Portfolio

8,179,487.150

Georgia Tax-Free Bond

29,056,344.483

Georgia Tax-Free Bond Fund—I Class

406,326.316

Global Allocation

25,729,931.726

Global Allocation Fund—Advisor Class

844,117.879

Global Allocation Fund—I Class

2,977,278.451

Global Consumer

1,304,634.255

Global Growth Stock Fund

6,408,778.534

Global Growth Stock Fund—Advisor Class

80,390.133

Global Growth Stock Fund—I Class

5,486,677.857

Global High Income Bond

6,980,818.547

Global High Income Bond Fund—Advisor Class

148,312.966

Global High Income Bond Fund—I Class

2,468,156.084

Global Industrials

1,943,315.522

Global Industrials Fund—I Class

116,152.394

Global Multi-Sector Bond

49,610,568.298

Global Multi-Sector Bond Fund—Advisor Class

2,233,701.508

Global Multi-Sector Bond Fund—I Class

4,861,166.669

Global Real Estate

6,706,141.564

Global Real Estate Fund—Advisor Class

1,052,577.775

Global Real Estate Fund—I Class

672,131.909

Global Stock

20,727,310.740

Global Stock Fund—Advisor Class

825,246.002

Global Stock Fund—I Class

4,664,463.927

Global Technology

354,179,984.721

Global Technology Fund—I Class

24,943,550.819

GNMA

147,684,344.824

GNMA Fund—I Class

384,291.989

Government Money

8,025,997,840.913

Government Money Fund—I Class

135,500,967.270

Government Money Portfolio

32,568,271.650

Government Reserve

11,471,938,480.100

Growth & Income

66,021,363.228

Growth & Income Fund—I Class

195,921.045

Growth Stock

584,522,801.654

PAGE 59


  

 Fund

Outstanding Shares
of Capital Stock

Growth Stock Fund—Advisor Class

52,075,180.039

Growth Stock Fund—I Class

151,877,452.829

Growth Stock Fund—R Class

16,612,006.611

Health Sciences

157,701,262.242

Health Sciences Fund—I Class

6,929,543.913

Health Sciences Portfolio

2,129,975.944

Health Sciences Portfolio—II

14,852,916.895

High Yield

936,289,342.644

High Yield Fund—Advisor Class

7,789,074.882

High Yield Fund—I Class

263,968,833.731

High Yield Multi-Sector Account Portfolio

1,437,557.777

Inflation-Protected Bond

35,790,079.554

Inflation-Protected Bond Fund—I Class

5,027,613.680

Institutional Africa & Middle East Fund

29,386,023.878

Institutional Cash Reserves

120,897,606.860

Institutional Core Plus

38,415,691.334

Institutional Credit Opportunities

2,970,051.126

Institutional Emerging Markets Bond

40,885,734.271

Institutional Emerging Markets Equity

44,302,704.109

Institutional Floating Rate

475,960,016.996

Institutional Floating Rate Fund—F Class

58,080,733.139

Institutional Frontier Markets Equity

6,840,565.661

Institutional Global Focused Growth Equity

7,940,351.800

Institutional Global Growth Equity

15,615,304.858

Institutional Global Multi-Sector Bond Fund

2,122,940.182

Institutional Global Value Equity

848,694.414

Institutional High Yield

174,151,303.804

Institutional International Bond

45,960,165.965

Institutional International Concentrated Equity

38,486,913.565

Institutional International Core Equity

13,577,467.797

Institutional International Growth Equity

2,354,417.890

Institutional Large-Cap Core Growth

83,860,703.060

Institutional Large-Cap Growth

435,236,090.718

Institutional Large-Cap Value

168,266,094.665

Institutional Long Duration Credit

3,804,010.757

Institutional Mid-Cap Equity Growth

123,300,093.083

Institutional Small-Cap Stock

183,771,651.240

Institutional U.S. Structured Research

45,541,461.099

Intermediate Tax-Free High Yield

5,098,436.302

Intermediate Tax-Free High Yield Fund—Advisor Class

56,934.107

Intermediate Tax-Free High Yield Fund—I Class

290,169.491

International Bond

223,604,596.989

International Bond Fund—Advisor Class

943,322.239

International Bond Fund—I Class

61,138,640.022

International Bond (USD Hedged)

235,219,519.373

International Bond (USD Hedged)—Advisor Class

25,000.000

International Bond (USD Hedged)—I Class

38,446,577.924

International Concentrated Equity

10,316,856.643

International Concentrated Equity Fund—Advisor Class

152,751.644

International Concentrated Equity Fund—I Class

401,167.476

International Discovery

76,670,983.997

International Discovery Fund—I Class

43,951,361.212

International Equity Index

42,358,036.696

International Stock

665,273,428.433

PAGE 60


  

 Fund

Outstanding Shares
of Capital Stock

International Stock Fund—Advisor Class

7,840,679.915

International Stock Fund—I Class

146,720,623.022

International Stock Fund—R Class

503,705.995

International Stock Portfolio

21,995,288.784

International Value Equity Fund

759,085,852.868

International Value Equity Fund—Advisor Class

10,647,229.043

International Value Equity Fund—I Class

125,939,467.648

International Value Equity Fund—R Class

4,457,374.184

Investment-Grade Corporate Multi-Sector Account Portfolio

10,633,486.703

Japan

56,190,971.588

Japan Fund—I Class

420,062.441

Latin America

26,929,216.777

Latin America Fund—I Class

642,748.339

Limited Duration Inflation Focused Bond

1,520,577,681.548

Limited Duration Inflation Focused Bond Fund—I Class

189,981,038.443

Limited-Term Bond Portfolio

91,013,822.494

Limited-Term Bond Portfolio—II

1,546,116.104

Maryland Short-Term Tax-Free Bond

32,716,528.346

Maryland Short-Term Tax-Free Bond Fund—I Class

4,144,453.806

Maryland Tax-Free Bond

211,420,491.206

Maryland Tax-Free Bond Fund—I Class

4,296,300.901

Maryland Tax-Free Money

76,964,606.053

Maryland Tax-Free Money Fund—I Class

351,452.310

Mid-Cap Growth

273,099,877.798

Mid-Cap Growth Fund—Advisor Class

11,632,477.411

Mid-Cap Growth Fund—I Class

53,732,345.557

Mid-Cap Growth Fund—R Class

1,698,727.524

Mid-Cap Growth Portfolio

14,416,409.098

Mid-Cap Growth Portfolio—II

1,731,282.137

Mid-Cap Index

475,000.000

Mid-Cap Index Fund—I Class

25,000.000

Mid-Cap Value

349,966,192.605

Mid-Cap Value Fund—Advisor Class

10,259,099.008

Mid-Cap Value Fund—I Class

82,133,634.108

Mid-Cap Value Fund—R Class

6,655,128.010

Mortgage-Backed Securities Multi-Sector Account Portfolio

11,612,692.700

New America Growth

74,100,675.255

New America Growth Fund—Advisor Class

6,389,730.421

New America Growth Fund—I Class

10,979,208.857

New America Growth Portfolio

7,912,349.574

New Asia

143,813,076.530

New Asia Fund—I Class

17,650,434.436

New Era

66,059,493.155

New Era Fund—I Class

41,403,383.386

New Horizons

337,830,107.098

New Horizons Fund—I Class

74,661,844.700

New Income

2,491,776,571.898

New Income Fund—Advisor Class

5,264,135.647

New Income Fund—I Class

756,808,414.795

New Income Fund—R Class

474,166.620

New Jersey Tax-Free Bond

34,651,712.986

New Jersey Tax-Free Bond Fund—I Class

21,425.076

New York Tax-Free Bond

41,065,773.139

New York Tax-Free Bond Fund—I Class

738,578.316

PAGE 61


  

 Fund

Outstanding Shares
of Capital Stock

New York Tax-Free Money

57,169,887.425

New York Tax-Free Money Fund—I Class

250,000.000

Overseas Stock

946,700,848.091

Overseas Stock Fund—Advisor Class

457,395.579

Overseas Stock Fund—I Class

430,779,733.331

Personal Strategy Balanced

91,440,285.901

Personal Strategy Balanced Fund—I Class

7,420,793.703

Personal Strategy Balanced Portfolio

8,668,385.633

Personal Strategy Growth

61,316,841.480

Personal Strategy Growth Fund—I Class

4,540,686.355

Personal Strategy Income

99,110,527.949

Personal Strategy Income Fund—I Class

11,802,775.850

QM Global Equity

1,417,494.380

QM Global Equity Fund—Advisor Class

25,000.000

QM Global Equity Fund—I Class

50,212.216

QM U.S. Small & Mid-Cap Core Equity

3,936,654.026

QM U.S. Small & Mid-Cap Core Equity Fund—Advisor Class

38,875.862

QM U.S. Small & Mid-Cap Core Equity Fund—I Class

54,894.402

QM U.S. Small-Cap Growth Equity

126,567,471.028

QM U.S. Small-Cap Growth Equity Fund—Advisor Class

781,615.237

QM U.S. Small-Cap Growth Equity Fund—I Class

50,643,243.769

QM U.S. Value Equity

1,517,213.090

QM U.S. Value Equity Fund—Advisor Class

25,000.000

QM U.S. Value Equity Fund—I Class

55,385.964

Real Assets

230,132,049.752

Real Assets Fund—I Class

50,083,508.008

Real Estate

140,308,098.080

Real Estate Fund—Advisor Class

7,124,293.034

Real Estate Fund—I Class

66,406,746.756

Retirement 2005

108,312,737.181

Retirement 2005 Fund—Advisor Class

6,538,627.787

Retirement 2005 Fund—R Class

4,284,155.265

Retirement 2010

225,038,126.266

Retirement 2010 Fund—Advisor Class

25,869,154.185

Retirement 2010 Fund—R Class

14,061,682.628

Retirement 2015

469,498,614.632

Retirement 2015 Fund—Advisor Class

38,635,116.131

Retirement 2015 Fund—R Class

26,133,949.361

Retirement 2020

823,115,085.434

Retirement 2020 Fund—Advisor Class

113,041,209.661

Retirement 2020 Fund—R Class

72,638,097.165

Retirement 2025

949,811,012.071

Retirement 2025 Fund—Advisor Class

99,958,453.204

Retirement 2025 Fund—R Class

75,915,031.629

Retirement 2030

767,347,528.144

Retirement 2030 Fund—Advisor Class

115,955,050.212

Retirement 2030 Fund—R Class

84,011,458.839

Retirement 2035

663,064,851.864

Retirement 2035 Fund—Advisor Class

75,599,057.927

Retirement 2035 Fund—R Class

60,226,855.977

Retirement 2040

502,338,774.031

Retirement 2040 Fund—Advisor Class

86,447,879.192

Retirement 2040 Fund—R Class

57,964,020.100

Retirement 2045

422,370,690.205

PAGE 62


  

 Fund

Outstanding Shares
of Capital Stock

Retirement 2045 Fund—Advisor Class

54,453,537.679

Retirement 2045 Fund—R Class

44,210,651.021

Retirement 2050

373,423,246.139

Retirement 2050 Fund—Advisor Class

77,966,147.703

Retirement 2050 Fund—R Class

54,587,184.760

Retirement 2055

174,037,559.498

Retirement 2055 Fund—Advisor Class

29,546,558.140

Retirement 2055 Fund—R Class

22,902,952.549

Retirement 2060

28,485,269.275

Retirement 2060 Fund—Advisor Class

3,858,291.861

Retirement 2060 Fund—R Class

3,396,194.737

Retirement Balanced

136,500,175.064

Retirement Balanced Fund—Advisor Class

13,911,193.067

Retirement Balanced Fund—R Class

15,021,554.733

Retirement I 2005 Fund—I Class

14,722,607.176

Retirement I 2010 Fund—I Class

41,240,995.792

Retirement I 2015 Fund—I Class

79,049,794.537

Retirement I 2020 Fund—I Class

266,260,676.712

Retirement I 2025 Fund—I Class

234,625,755.824

Retirement I 2030 Fund—I Class

303,685,240.190

Retirement I 2035 Fund—I Class

187,893,838.797

Retirement I 2040 Fund—I Class

232,255,914.053

Retirement I 2045 Fund—I Class

125,105,203.385

Retirement I 2050 Fund—I Class

125,141,855.611

Retirement I 2055 Fund—I Class

46,723,533.852

Retirement I 2060 Fund—I Class

8,278,990.960

Retirement Balanced I Fund—I Class

18,764,642.687

Retirement Income 2020

2,381,105.325

Science & Technology

98,832,180.577

Science & Technology Fund—Advisor Class

15,466,126.957

Science & Technology Fund—I Class

4,488,110.486

Short-Term Bond

913,748,995.636

Short-Term Bond Fund—Advisor Class

8,187,212.564

Short-Term Bond Fund—I Class

148,739,317.554

Short-Term

563,028,275.285

Short-Term Government

Small-Cap Index

475,000.000

Small-Cap Index Fund—I Class

25,000.000

Small-Cap Stock

166,782,586.705

Small-Cap Stock Fund—Advisor Class

4,127,451.908

Small-Cap Stock Fund—I Class

26,089,858.637

Small-Cap Value

159,819,337.066

Small-Cap Value Fund—Advisor Class

16,661,266.696

Small-Cap Value Fund—I Class

30,770,263.182

Spectrum Growth

155,648,569.098

Spectrum Income

537,453,497.362

Spectrum International

109,325,450.182

Summit Municipal Income

120,897,038.703

Summit Municipal Income Fund—Advisor Class

508,832.134

Summit Municipal Intermediate

491,538,341.089

Summit Municipal Intermediate Fund—Advisor Class

640,778.621

Summit Municipal Money Market

128,458,620.574

Target 2005

2,936,590.960

Target 2005 Fund—Advisor Class

128,341.654

PAGE 63


  

 Fund

Outstanding Shares
of Capital Stock

Target 2005 Fund—I Class

124,807.419

Target 2010

5,049,798.683

Target 2010 Fund—Advisor Class

482,344.544

Target 2010 Fund—I Class

350,533.020

Target 2015

15,061,422.265

Target 2015 Fund—Advisor Class

521,790.722

Target 2015 Fund—I Class

886,729.269

Target 2020

19,258,102.599

Target 2020 Fund—Advisor Class

2,181,619.341

Target 2020 Fund—I Class

1,585,089.571

Target 2025

17,487,793.350

Target 2025 Fund—Advisor Class

1,193,913.278

Target 2025 Fund—I Class

1,099,531.870

Target 2030

16,063,988.227

Target 2030 Fund—Advisor Class

2,422,157.185

Target 2030 Fund—I Class

976,215.413

Target 2035

10,349,362.175

Target 2035 Fund—Advisor Class

1,001,165.062

Target 2035 Fund—I Class

830,004.614

Target 2040

8,543,807.448

Target 2040 Fund—Advisor Class

978,410.764

Target 2040 Fund—I Class

646,052.591

Target 2045

5,608,320.193

Target 2045 Fund—Advisor Class

704,577.963

Target 2045 Fund—I Class

642,661.280

Target 2050

4,112,065.806

Target 2050 Fund—Advisor Class

581,132.615

Target 2050 Fund—I Class

551,983.117

Target 2055

2,237,825.568

Target 2055 Fund—Advisor Class

349,342.925

Target 2055 Fund—I Class

299,629.240

Target 2060

989,035.916

Target 2060 Fund—Advisor Class

98,315.892

Target 2060 Fund—I Class

63,024.172

Tax-Efficient Equity

9,983,830.468

Tax-Efficient Equity Fund—I Class

202,088.594

Tax-Exempt Money

342,472,370.933

Tax-Exempt Money Fund—I Class

7,181,528.960

Tax-Free High Yield

326,811,010.994

Tax-Free High Yield Fund—Advisor Class

91,278,026.117

Tax-Free High Yield Fund—I Class

40,177,242.414

Tax-Free Income

190,699,173.262

Tax-Free Income Fund—Advisor Class

61,086,635.542

Tax-Free Income Fund—I Class

17,597,687.243

Tax-Free Short-Intermediate

327,271,765.379

Tax-Free Short-Intermediate Fund—Advisor Class

1,417,738.972

Tax-Free Short-Intermediate Fund—I Class

36,657,084.739

Total Equity Market Index

57,626,498.463

Total Return

3,800,907.125

Total Return Fund—Advisor Class

25,000.000

Total Return Fund—I Class

65,601.065

Treasury Reserve

3,979,167,725.200

U.S. Bond Enhanced Index

71,551,572.557

U.S. High Yield

7,571,200.537

PAGE 64


  

 Fund

Outstanding Shares
of Capital Stock

U.S. High Yield Fund—Advisor Class

1,117,291.969

U.S. High Yield Fund—I Class

4,042,398.597

U.S. Large-Cap Core

21,076,957.650

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

812,591.807

U.S. Large-Cap Core Fund—I Class

870,417.022

U.S. Treasury Intermediate

79,532,055.058

U.S. Treasury Intermediate Fund—I Class

857,673.417

U.S. Treasury Long-Term

317,875,315.636

U.S. Treasury Long-Term Fund—I Class

56,630,253.943

U.S. Treasury Money

5,238,337,925.886

U.S. Treasury Money Fund—I Class

844,616,169.397

Ultra Short-Term Bond

98,253,786.481

Ultra Short-Term Bond Fund—I Class

9,561,169.046

Value

564,352,937.116

Value Fund—Advisor Class

11,870,813.581

Value Fund—I Class

110,609,269.191

Virginia Tax-Free Bond

102,891,984.406

Virginia Tax-Free Bond Fund—I Class

1,837,253.848

* On February 28, 2018, the Fund's name was the Media & Telecommunications Fund.

Who are the principal holders of the Funds’ shares?

The following table, entitled “Principal Holders of Fund Shares,” provides the shareholders of record that owned more than 5% of the indicated Funds and/or classes, as of February 28, 2018.

    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

AFRICA & MIDDLE EAST FUND

NATIONAL FINANCIAL SERVICES

JERSEY CITY NJ 07310-2010

2,750,567

18.42

 

SPECTRUM INTERNATIONAL FUND

811,200

5.43

 

T ROWE PRICE ASSOCIATES

BALTIMORE MD 21202-1009

 

 

AFRICA & MIDDLE EAST FUND—

TRUSTEES OF T ROWE PRICE

750,256

93.02(a)

I CLASS

U.S. RETIREMENT PROGRAM

BALTIMORE MD 21289-0001

 

 

ASIA OPPORTUNITIES FUND

NATIONAL FINANCIAL SERVICES

1,244,145

15.32

ASIA OPPORTUNITIES FUND—

NATIONAL FINANCIAL SERVICES

12,717

28.98(b)

ADVISOR CLASS

PERSHING LLC

JERSEY CITY NJ 07399-0002

3,623

8.25

 

T ROWE PRICE ASSOCIATES

25,000

56.97(c)

ASIA OPPORTUNITIES FUND—I CLASS

CHARLES SCHWAB & CO INC

SAN FRANCISCO CA 94105-1905

115,036

18.89

 

ERIC C MOFFETT

135,087

22.18

 

PERSHING LLC

58,728

9.64

 

ROBERT S KAPLAN

38,243

6.28

 

JAMIE SCHUVAL JT TEN

 

 

 

TRUSTEES OF T ROWE PRICE

126,362

20.75

 

U.S. RETIREMENT PROGRAM

 

 

 

WELLS FARGO CLEARING SERVICES LLC

SAINT LOUIS MO 63103-2523

113,416

18.62

PAGE 65


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

BALANCED FUND

NATIONAL FINANCIAL SERVICES

10,728,207

7.06

 

T ROWE PRICE TRUST CO INC

BALTIMORE MD 21297-1215

37,873,966

24.92

BALANCED FUND—I CLASS

NORTHERN TRUST CO AS TRUSTEE

CHICAGO IL 60675-2994

2,738,905

17.89

 

T ROWE PRICE RPS INC

1,329,400

8.68

 

UBATCO & CO

2,017,304

13.18

 

FBO COLLEGE SAVINGS GROUP

LINCOLN NE 68501-2535

 

 

 

UBATCO & CO FBO ACES TRUST FUND

LINCOLN NE 68512-4823

2,277,558

14.88

BLUE CHIP GROWTH FUND

CHARLES SCHWAB & CO INC

25,490,611

7.30

 

NATIONAL FINANCIAL SERVICES

53,332,686

15.27

 

T ROWE PRICE RPS INC

BALTIMORE MD 21297-1215

23,461,404

6.72

 

WELLS FARGO CLEARING SERVICES LLC

37,043,055

10.61

BLUE CHIP GROWTH FUND— ADVISOR

CHARLES SCHWAB & CO INC

2,573,759

7.08

CLASS

GREAT-WEST TRUST COMPANY LLC FBO

2,142,592

5.90

 

EMPLOYEE BENEFITS CLIENTS 401K

GREENWOOD VLG CO 80111-5002

 

 

 

NATIONAL FINANCIAL SERVICES

5,752,557

15.83

 

RELIANCE TRUST COMPANY FBO

2,516,573

6.93

 

INSPER 401K

ATLANTA GA 30358-0004

 

 

BLUE CHIP GROWTH FUND—  I CLASS

CHARLES SCHWAB & CO INC

6,574,025

6.99

 

EDWARD D JONES & CO

SAINT LOUIS MO 63131-3729

18,284,871

19.45

 

J.P. MORGAN SECURITIES LLC

BROOKLYN NY 11245-0003

5,310,931

5.65

 

NATIONAL FINANCIAL SERVICES

15,619,872

16.62

 

WELLS FARGO BANK NA FBO

5,355,442

5.70

BLUE CHIP GROWTH FUND— R CLASS

DCGT AS TTEE AND/OR CUST

679,914

8.05

 

FBO PLIC VARIOUS RETIREMENT PLANS

DES MOINES IA 50392-0001

 

 

 

NFS LLC FEBO

451,900

5.35

 

STATE STREET BANK TRUST CO

 

 

 

TTEE VARIOUS RETIREMENT PLANS

HARRISON NY 10528-2418

 

 

 

SAMMONS FINANCIAL NETWORK LLC

657,741

7.79

 

STATE STREET BANK AND TRUST AS

1,568,813

18.57

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

BOSTON MA 02111-2901

 

 

PAGE 66


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

BLUE CHIP GROWTH PORTFOLIO

AUL

1,366,805

5.11

 

AMERICAN INDIVDUAL VARIABLE

 

 

 

ANNUITY UNIT TRUST 1

INDIANAPOLIS IN 46206-0368

 

 

 

GREAT-WEST LIFE & ANNUITY

2,154,958

8.05

 

CLIENT PLANS

 

 

 

MUTUAL OF AMERICA SEPARATE

3,146,265

11.76

 

ACCOUNT NO 1

NEW YORK NY 10022-6839

 

 

 

MUTUAL OF AMERICA SEPARATE

5,942,179

22.20

 

ACCOUNT NO 2

 

 

 

NATIONWIDE INSURANCE COMPANY

COLUMBUS OH 43218-2029

4,798,003

17.92

 

NYLIAC

JERSEY CITY NJ 07302-4600

2,924,560

10.93

BLUE CHIP GROWTH PORTFOLIO—II

AMERITAS LIFE INSURANCE CORP

1,843,631

12.14

 

AMERITAS VARIABLE SEP ACCT VA-2

LINCOLN NE 68510-2234

 

 

 

GUARDIAN INSURANCE & ANNUITY CO

1,479,498

9.74

 

RETIREMENT SOLUTIONS FM&C NRO

BETHLEHEM PA 18017-9464

 

 

 

JEFFERSON NATIONAL LIFE INS CO

LOUISVILLE KY 40223-6178

1,958,175

12.89

 

NATIONWIDE INSURANCE COMPANY

1,593,176

10.49

 

PACIFIC SELECT EXEC

3,549,527

23.37

 

SEPARATE ACCOUNT OF PACIFIC LIFE

NEWPORT BEACH CA 92660-6307

 

 

CALIFORNIA TAX-FREE BOND FUND

CHARLES SCHWAB & CO INC

3,838,853

6.96

 

NATIONAL FINANCIAL SERVICES

11,506,130

20.87

CALIFORNIA TAX-FREE BOND FUND—I CLASS

ANTON YERGAT LIVING TRUST

NEWPORT BEACH CA 92658-5000

230,146

23.39

 

CHARLES SCHWAB & CO INC

153,299

15.58

 

DANIEL G JENSEN & EVELYN H JENSEN

121,576

12.35

 

FAM TRUST

97,477

9.90

 

ELLEN B MILLER AGENT/POA

61,612

6.26

 

ALICE N BESSMAN OR ELLEN

 

 

 

BESSMAN MILLER TR THE BESSMAN

 

 

 

TRUST AGRMNT

 

 

CALIFORNIA TAX-FREE MONEY FUND

MARK A WALSH T O D

9,497,000

16.14

CALIFORNIA TAX-FREE MONEY FUND—

T ROWE PRICE ASSOCIATES

250,000

100.00(c)

I CLASS

 

 

 

CAPITAL APPRECIATION & INCOME FUND

T ROWE PRICE ASSOCIATES

10,000

100.00(c)

CAPITAL APPRECIATION FUND

CHARLES SCHWAB & CO INC

91,392,760

10.14

 

NATIONAL FINANCIAL SERVICES

111,345,006

12.36

 

PERSHING LLC

48,749,310

5.41

 

TD AMERITRADE INC

OMAHA NE 68103-2226

54,545,091

6.05

CAPITAL APPRECIATION FUND—

AMERITAS LIFE INSURANCE CORP

2,529,632

6.86

ADVISOR CLASS

SEPARATE ACCOUNT G

 

 

 

CHARLES SCHWAB & CO INC

7,101,268

19.26

 

NATIONAL FINANCIAL SERVICES

7,920,233

21.48

 

UMB BANK CUSTODIAN

3,612,678

9.80

 

FBO FIDUCIARY FOR TAX DEFERRED

 

 

 

ACCOUNTS

 

 

PAGE 67


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

CAPITAL APPRECIATION FUND—R CLASS

CHARLES SCHWAB & CO INC

19,169,706

20.75

 

NATIONAL FINANCIAL SERVICES

17,452,229

18.89

 

PERSHING LLC

4,933,227

5.34

 

TD AMERITRADE INC

9,131,047

9.88

CAPITAL OPPORTUNITY FUND

LVIP BLENDED CORE EQUITY

4,179,653

19.17

 

MANAGED VOLATILITY FUND

FORT WAYNE IN 46802-3506

 

 

 

NATIONAL FINANCIAL SERVICES

3,430,328

15.74

CAPITAL OPPORTUNITY FUND—

CHARLES SCHWAB & CO INC

123,623

25.44(b)

ADVISOR CLASS

DCGT AS TTEE AND/OR CUST

27,231

5.60

 

FBO PLIC VARIOUS RETIREMENT PLANS

 

 

 

FIIOC AS AGENT FBO

113,104

23.27

 

SHEPHERD ELECTRIC COMPANY INC

 

 

 

401K AND PROFIT SHARING PLAN

COVINGTON KY 41015-1987

 

 

 

NATIONAL FINANCIAL SERVICES

28,462

5.86

 

TD AMERITRADE INC

66,728

13.73

CAPITAL OPPORTUNITY FUND—I CLASS

COMFORT & CO

167,168

9.63

 

FBO OLD POINT FINANCIAL 401(K) PSP

NEWPORT NEWS VA 23606-1926

 

 

 

NATIONWIDE INSURANCE COMPANY

1,118,914

64.47(b)

CAPITAL OPPORTUNITY FUND—

CAPITAL BANK & TRUST COMPANY TTEE

33,527

15.11

R CLASS

JEFF WYLER AUTO FAMILY INC RSP 401K

GREENWOOD VLG CO 80111-5002

 

 

 

CAPITAL BANK & TRUST COMPANY TTEE

44,597

20.10

 

MACHINERY SYSTEMS INC EMPLOYEES PSP

 

 

 

DCGT AS TTEE AND/OR CUST

17,430

7.86

 

FBO PLIC VARIOUS RETIREMENT PLANS

 

 

 

NATIONWIDE TRUST CO FSB

COLUMBUS OH 43218-2029

20,267

9.13

 

RELIANCE TRUST CO., CUSTODIAN

12,789

5.76

 

FBO MASSMUTUAL OMNIBUS PPL/SMF

 

 

 

RELIANCE TRUST COMPANY FBO

12,739

5.74

 

MTRMLS INC

ATLANTA GA 30362-1529

 

 

COMMUNICATIONS & TECHNOLOGY

CHARLES SCHWAB & CO INC

2,447,508

5.01

FUND

NATIONAL FINANCIAL SERVICES

3,230,224

6.61

 

T ROWE PRICE TRUST CO INC

2,942,591

6.02

 

MEDIA & TELECOMMUNICATION FUND

 

 

COMMUNICATIONS & TECHNOLOGY

KAMAEHU L P

81,545

5.49

FUND—I CLASS

TD AMERITRADE INC

82,479

5.56

 

TRUSTEES OF T ROWE PRICE

595,845

40.14(a)

 

U.S. RETIREMENT PROGRAM

 

 

CORPORATE INCOME FUND

SPECTRUM INCOME FUND

47,312,270

49.77(d)

 

T. ROWE PRICE ASSOCIATES

 

 

CORPORATE INCOME FUND—I CLASS

KB INSURANCE CO LTD

3,104,913

52.54(b)

 

SEOUL, 06134

REPUBLIC OF KOREA

 

 

 

PERSHING LLC

852,138

14.42

 

ROBERT W SMITH

516,950

8.75

 

TERESA O SMITH

 

 

 

TRUSTEES OF T ROWE PRICE

689,432

11.67

 

U.S. RETIREMENT PROGRAM

 

 

CREDIT OPPORTUNITIES FUND

T ROWE PRICE ASSOCIATES

2,475,000

47.52(c)

PAGE 68


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

CREDIT OPPORTUNITIES FUND—

CHARLES SCHWAB & CO INC

6,553

20.53

ADVISOR CLASS

T ROWE PRICE ASSOCIATES

25,000

78.30(c)

CREDIT OPPORTUNITIES FUND—

T ROWE PRICE ASSOCIATES

29,412

100.00(c)

I CLASS

 

 

 

DIVERSIFIED MID-CAP GROWTH

NATIONAL FINANCIAL SERVICES

2,065,135

7.19

FUND

PERSHING LLC

1,550,914

5.40

DIVERSIFIED MID-CAP GROWTH

BONNIE G MAIER TR

51,336

6.89

I CLASS

JULIA LAMB MAIER IRREVOCABLE TRUST

WILMINGTON DE 19810-4344

 

 

 

EDUARD GORDON

49,750

6.68

 

INNA GORDON JT TEN T O D

 

 

 

NATIONAL FINANCIAL SERVICES

296,036

39.73(b)

 

TRUSTEES OF T ROWE PRICE

284,386

38.16(a)

 

U.S. RETIREMENT PROGRAM

 

 

DIVIDEND GROWTH FUND

LPL FINANCIAL

SAN DIEGO CA 92121-3091

9,313,156

6.50

 

MLPF&S FOR THE SOLE BENEFIT OF

9,985,392

6.97

 

ITS CUSTOMERS

JACKSONVILLE FL 32246-6484

 

 

 

NATIONAL FINANCIAL SERVICES

24,522,273

17.12

 

PERSHING LLC

8,350,792

5.83

DIVIDEND GROWTH FUND—

CHARLES SCHWAB & CO INC

550,907

6.54

ADVISOR CLASS

GREAT-WEST TRUST COMPANY LLC FBO

509,873

6.05

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

JOHN HANCOCK TRUST COMPANY

WESTWOOD MA 02090-2321

439,384

5.21

 

MATRIX TRUST COMPANY TRUSTEE FBO

497,549

5.90

 

VISTA 401(K) RETIREMENT PLAN

PHOENIX AZ 85072-2129

 

 

 

NATIONAL FINANCIAL SERVICES

3,892,795

46.19(b)

DIVIDEND GROWTH FUND—I CLASS

EDWARD D JONES & CO

20,814,079

38.24(b)

 

NATIONAL FINANCIAL SERVICES

18,973,444

34.86(b)

DYNAMIC GLOBAL BOND FUND

T ROWE PRICE ASSOCIATES

18,709,605

5.99

 

RETIREMENT PORTFOLIO 2010

 

 

 

T ROWE PRICE ASSOCIATES

22,526,474

7.22

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

28,181,200

9.03

 

RETIREMENT PORTFOLIO 2015

 

 

 

T ROWE PRICE ASSOCIATES

69,844,651

22.38

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

52,890,194

16.94

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

53,492,630

17.14

 

RETIREMENT PORTFOLIO 2030

 

 

 

T ROWE PRICE ASSOCIATES

26,245,816

8.41

 

RETIREMENT PORTFOLIO 2035

 

 

DYNAMIC GLOBAL BOND FUND—

LPL FINANCIAL

7,393

19.57

ADVISOR CLASS 

PERSHING LLC

5,109

13.53

 

T ROWE PRICE ASSOCIATES

25,000

66.19(c)

PAGE 69


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

DYNAMIC GLOBAL BOND FUND—I CLASS

LADYBIRD & CO

BALTIMORE MD 21202-1009

17,360,348

18.96

 

LADYBUG & CO

BALTIMORE MD 21202-1009

10,535,431

11.51

 

MAC & CO

PITTSBURGH PA 15219-2502

5,083,633

5.55

 

T ROWE PRICE ASSOCIATES

10,028,042

10.95

 

RETIREMENT I 2020 FUND

 

 

 

T ROWE PRICE ASSOCIATES

7,864,731

8.59

 

RETIREMENT I 2025 FUND

 

 

 

T ROWE PRICE ASSOCIATES

8,309,397

9.07

 

RETIREMENT I 2030 FUND

 

 

EMERGING EUROPE FUND

NATIONAL FINANCIAL SERVICES

788,991

6.59

 

SPECTRUM INTERNATIONAL FUND

651,321

5.44

 

T ROWE PRICE ASSOCIATES

 

 

 

TD AMERITRADE INC

628,486

5.25

EMERGING EUROPE FUND—I CLASS

T ROWE PRICE ASSOCIATES

18,911

5.45

 

TRUSTEES OF T ROWE PRICE

325,445

93.77(a)

 

U.S. RETIREMENT PROGRAM

 

 

EMERGING MARKETS BOND FUND

SPECTRUM INCOME FUND

36,092,242

9.31

 

T. ROWE PRICE ASSOCIATES

 

 

 

T ROWE PRICE ASSOCIATES

24,544,733

6.33

 

RETIREMENT PORTFOLIO 2015

 

 

 

T ROWE PRICE ASSOCIATES

58,546,443

15.11

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

42,213,260

10.89

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

40,260,900

10.39

 

RETIREMENT PORTFOLIO 2030

 

 

EMERGING MARKETS BOND FUND—

PERSHING LLC

57,313

29.62(b)

ADVISOR CLASS

T ROWE PRICE ASSOCIATES

21,459

11.09

EMERGING MARKETS BOND FUND—

J.P. MORGAN SECURITIES LLC

38,828,535

43.04(b)

I CLASS

T ROWE PRICE ASSOCIATES

8,402,334

9.31

 

RETIREMENT I 2020 FUND

 

 

 

T ROWE PRICE ASSOCIATES

6,343,826

7.03

 

RETIREMENT I 2025 FUND

 

 

 

T ROWE PRICE ASSOCIATES

6,334,430

7.02

 

RETIREMENT I 2030 FUND

 

 

EMERGING MARKETS CORPORATE

T ROWE PRICE ASSOCIATES

2,271,697

42.40(c)

BOND FUND

TD AMERITRADE INC

440,410

8.22

EMERGING MARKETS CORPORATE

LPL FINANCIAL

17,032

10.66

BOND FUND—ADVISOR CLASS

NATIONAL FINANCIAL SERVICES

101,473

63.49(b)

 

T ROWE PRICE ASSOCIATES

25,117

15.71

EMERGING MARKETS CORPORATE

CHARLES A MORRIS

100,840

15.35

BOND FUND—I CLASS

ELISE D MORRIS JT TEN T O D

 

 

 

CHARLES SCHWAB & CO INC

419,637

63.87(b)

 

TRUSTEES OF T ROWE PRICE

  

 

U.S. RETIREMENT PROGRAM

 

 

EMERGING MARKETS CORPORATE

CBE OF NEW BRUNSWICK

1,420,963

42.11(b)

MULTI-SECTOR ACCOUNT PORTFOLIO

EM BOND MAP

FREDERICTON NB E3B 5H8 CANADA

 

 

 

GENERAL DYNAMICS CORP 401K

413,744

12.26

 

PLAN MASTER TRUST CP

FALLS CHURCH VA 22042-4541

 

 

 

T ROWE PRICE ASSOCIATES

1,200,000

35.56(c)

PAGE 70


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

EMERGING MARKETS LOCAL

PERSHING LLC

3,428,894

5.83

CURRENCY BOND FUND

SPECTRUM INCOME FUND

48,736,125

82.91(d)

 

T. ROWE PRICE ASSOCIATES

  

EMERGING MARKETS LOCAL

CHARLES SCHWAB & CO INC

7,812

21.72

CURRENCY BOND FUND—ADVISOR

T ROWE PRICE ASSOCIATES

25,084

69.73(c)

CLASS

  

 

EMERGING MARKETS LOCAL

CURRENCY BOND FUND—I CLASS

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

MILWAUKEE WI 53202-4703

22,886,308

91.66(b)

EMERGING MARKETS LOCAL MULTI-

CBE OF NEW BRUNSWICK

4,278,201

77.42(b)

SECTOR ACCOUNT PORTFOLIO

T ROWE PRICE ASSOCIATES

1,200,000

21.72

EMERGING MARKETS STOCK FUND

MLPF&S FOR THE SOLE BENEFIT OF

22,168,413

11.53

 

ITS CUSTOMERS

 

 

 

NATIONAL FINANCIAL SERVICES

10,138,885

5.27

 

T ROWE PRICE ASSOCIATES

15,216,540

7.91

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

13,443,456

6.99

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

13,227,015

6.88

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

18,846,907

9.80

 

RETIREMENT PORTFOLIO 2030

 

 

 

T ROWE PRICE ASSOCIATES

12,269,893

6.38

 

RETIREMENT PORTFOLIO 2035

 

 

EMERGING MARKETS STOCK FUND—

NATIONAL FINANCIAL SERVICES

18,481,195

31.36(b)

I CLASS

TD AMERITRADE INC

3,416,272

5.80

 

VANGUARD FIDUCIARY TRUST COMPANY

VALLEY FORGE PA 19482-2600

4,691,086

7.96

EMERGING MARKETS VALUE STOCK

CHARLES SCHWAB & CO INC

194,101

5.13

FUND

T ROWE PRICE ASSOCIATES

675,000

17.82

EMERGING MARKETS VALUE STOCK FUND—I CLASS

E TRADE SECURITIES LLC

JERSEY CITY NJ 07303-0484

9,732

24.88

 

T ROWE PRICE ASSOCIATES

25,000

63.89(c)

 

ERIC C MOFFETT

71,403

25.87(b)

 

T ROWE PRICE ASSOCIATES

21,259

7.70

 

T ROWE PRICE TRUST CO INC

82,291

29.82(e)

 

CUST FOR THE IRA OF JAMES D HARLAN

 

 

 

TRUSTEES OF T ROWE PRICE

92,296

33.44(a)

 

U.S. RETIREMENT PROGRAM

 

 

EQUITY INCOME FUND

NATIONAL FINANCIAL SERVICES

42,458,256

8.26

 

T ROWE PRICE TRUST CO INC

34,299,600

6.68

EQUITY INCOME FUND—ADVISOR

CHARLES SCHWAB & CO INC 

703,416

5.70

CLASS

NATIONAL FINANCIAL SERVICES

7,608,950

61.63(b)

EQUITY INCOME FUND—I CLASS

EDWARD D JONES & CO

63,557,943

50.41(b)

 

NATIONAL FINANCIAL SERVICES

15,370,653

12.19

 

T ROWE PRICE RPS INC

8,926,392

7.08

 

TD AMERITRADE INC

11,724,235

9.30

PAGE 71


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

EQUITY INCOME FUND—R CLASS

AMERICAN UNITED LIFE

235,187

8.49

 

AMERICAN UNIT INVESTMENT TRUST

 

 

 

AMERICAN UNITED LIFE

520,597

18.79

 

SEPARATE ACCOUNT II

 

 

 

DCGT AS TTEE AND/OR CUST

152,821

5.52

 

FBO PLIC VARIOUS RETIREMENT PLANS

 

 

 

HARTFORD LIFE INSURANCE CO

315,651

11.39

 

SEPARATE ACCOUNT

HARTFORD CT 06104-2999

 

 

 

NATIONWIDE TRUST CO FSB

204,412

7.38

EQUITY INCOME PORTFOLIO

AMERICAN UNITED LIFE

1,560,738

8.67

 

AMERICAN UNIT INVESTMENT TRUST

INDIANAPOLIS IN 46206-0368

 

 

 

AMERICAN UNITED LIFE

2,497,339

13.87

 

SEPARATE ACCOUNT II

 

 

 

LINCOLN BENEFIT LIFE CO

941,640

5.23

 

LINCOLN BENEFIT VARIABLE LIFE

PALATINE IL 60094-4210

 

 

 

PRUCO LIFE INSURANCE COMPANY

2,179,850

12.10

 

FLEXIBLE PREMIUM

 

 

 

VARIABLE ANNUITY ACCOUNT

NEWARK NJ 07102-2917

 

 

 

SECURITY BENEFIT LIFE INS CO

2,372,097

13.17

 

FBO T ROWE PRICE NO LOAD V A

TOPEKA KS 66636-0001

 

 

EQUITY INCOME PORTFOLIO—II

AXA EQUITABLE LIFE INSURANCE CO

NEW YORK NY 10104-0101

473,716

6.66

 

JEFFERSON NATIONAL LIFE INS CO

518,814

7.29

 

LINCOLN BENEFIT LIFE CO

LINCOLN BENEFIT VARIABLE ANNUITY

TOPEKA KS 66636-0001

366,889

5.15

 

NATIONWIDE INSURANCE COMPANY

861,985

12.11

 

NATIONWIDE INSURANCE COMPANY

869,661

12.22

 

PACIFIC SELECT EXEC

2,361,218

33.17(f)

 

SEPARATE ACCOUNT OF PACIFIC LIFE

 

 

EQUITY INDEX 500 FUND

T ROWE PRICE ASSOCIATES

17,720,661

5.16

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

19,451,344

5.66

 

RETIREMENT PORTFOLIO 2015

 

 

 

T ROWE PRICE ASSOCIATES

51,665,186

15.04

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

37,834,474

11.01

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

39,349,375

11.46

 

RETIREMENT PORTFOLIO 2030

 

 

 

T ROWE PRICE ASSOCIATES

19,665,939

5.73

 

RETIREMENT PORTFOLIO 2035

 

 

PAGE 72


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

EQUITY INDEX 500 FUND—I CLASS

T ROWE PRICE ASSOCIATES

2,281,473

5.50

 

RETIREMENT I 2015 FUND

 

 

 

T ROWE PRICE ASSOCIATES

7,462,288

18.00

 

RETIREMENT I 2020 FUND

 

 

 

T ROWE PRICE ASSOCIATES

5,660,421

13.65

 

RETIREMENT I 2025 FUND

 

 

 

T ROWE PRICE ASSOCIATES

6,213,438

14.99

 

RETIREMENT I 2030 FUND

 

 

 

T ROWE PRICE ASSOCIATES

3,214,145

7.75

 

RETIREMENT I 2035 FUND

 

 

 

T ROWE PRICE ASSOCIATES

3,197,520

7.71

 

RETIREMENT I 2040 FUND

 

 

EQUITY INDEX 500 PORTFOLIO

NYLIAC

129,170

14.12

 

SECURITY BENEFIT LIFE INS CO

753,256

82.37(g)

EUROPEAN STOCK FUND

CHARLES SCHWAB & CO INC

4,625,752

8.24

 

SPECTRUM INTERNATIONAL FUND

12,265,816

21.85

EUROPEAN STOCK FUND—I CLASS

CHARLES SCHWAB & CO INC

84,906

11.12

 

NATIONAL FINANCIAL SERVICES

207,430

27.16(b)

 

TRUSTEES OF T ROWE PRICE

385,013

50.41(a)

 

U.S. RETIREMENT PROGRAM

 

 

EXTENDED EQUITY MARKET INDEX

TD AMERITRADE INC

1,851,615

6.13

FUND

 

 

 

FINANCIAL SERVICES FUND

CHARLES SCHWAB & CO INC

1,666,398

5.78

 

PERSHING LLC

2,295,162

7.96

 

T ROWE PRICE RPS INC

1,460,186

5.06

 

EDUCATION TRUST OF ALASKA

 

 

 

PORTFOLIO FUTURE TRENDS

 

 

FINANCIAL SERVICES FUND—I CLASS

TRUSTEES OF T ROWE PRICE

628,056

87.65(a)

 

U.S. RETIREMENT PROGRAM

 

 

FLOATING RATE FUND

NATIONAL FINANCIAL SERVICES

8,098,814

5.62

 

PERSHING LLC

7,237,783

5.02

 

SPECTRUM INCOME FUND

37,603,365

26.08(d)

 

T. ROWE PRICE ASSOCIATES

 

 

 

T ROWE PRICE ASSOCIATES

11,049,509

7.66

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

7,680,627

5.33

 

RETIREMENT PORTFOLIO 2025

  

FLOATING RATE FUND—ADVISOR

CHARLES SCHWAB & CO INC

1,099,945

18.68

CLASS

NATIONAL FINANCIAL SERVICES

3,495,984

59.37(b)

 

PERSHING LLC

705,344

11.98

 

TD AMERITRADE INC

319,545

5.43

FLOATING RATE FUND—I CLASS

NATIONAL FINANCIAL SERVICES

553,480

5.94

 

ROBERT S KAPLAN

576,207

6.19

 

JAMIE SCHUVAL JT TEN

 

 

 

T ROWE PRICE ASSOCIATES

550,094

5.91

 

RETIREMENT I 2015 FUND

 

 

 

T ROWE PRICE ASSOCIATES

1,525,838

16.39

 

RETIREMENT I 2020 FUND

 

 

 

T ROWE PRICE ASSOCIATES

1,115,135

11.98

 

RETIREMENT I 2025 FUND

 

 

 

T ROWE PRICE ASSOCIATES

1,011,327

10.86

 

RETIREMENT I 2030 FUND

 

 

PAGE 73


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

FLOATING RATE MULTI-SECTOR

CBE OF NEW BRUNSWICK

3,169,043

38.74(b)

ACCOUNT PORTFOLIO

FLOATING RATE MAP

 

 

 

GENERAL DYNAMICS CORP 401K

1,231,679

15.06

 

PLAN MASTER TRUST CP

 

 

 

ILLINOIS STUDENT ASSISTANCE

551,397

6.74

 

COMMISSION

DEERFIELD IL 60015-5209

 

 

 

T ROWE PRICE ASSOCIATES

2,500,000

30.56(c)

 

XCEL ENERGY INC.

MINNEAPOLIS MN 55401-1993

449,731

5.50

GEORGIA TAX-FREE BOND FUND

CHARLES SCHWAB & CO INC

3,531,257

12.17

 

NATIONAL FINANCIAL SERVICES

4,903,476

16.90

 

SEI PRIVATE TRUST COMPANY

OAKS PA 19456-9989

4,311,789

14.86

GEORGIA TAX-FREE BOND FUND—

CHARLES SCHWAB & CO INC

53,792

13.47

I CLASS

GARY E IVEY

182,635

45.73(b)

 

NORA T HUGHES

27,674

6.93

 

STEPHEN M HUGHES

24,450

6.12

 

T ROWE PRICE ASSOCIATES

21,777

5.45

 

WILLIAM KENT NICHOLS T O D

88,886

22.26

GLOBAL ALLOCATION FUND

MORGAN STANLEY SMITH BARNEY

JERSEY CITY NJ 07311

2,725,082

10.60

 

NATIONAL FINANCIAL SERVICES

2,809,210

10.93

 

PERSHING LLC

2,106,273

8.20

 

RAYMOND JAMES

ST PETERSBURG FL 33716-1100

3,506,114

13.64

 

T ROWE PRICE ASSOCIATES

2,475,000

9.63

 

UBS WM USA

WEEHAWKEN NJ 07086-6761

1,989,847

7.74

GLOBAL ALLOCATION FUND—ADVISOR

CHARLES SCHWAB & CO INC

94,380

11.17

 

CHARLES SCHWAB & CO INC

59,725

7.07

 

LPL FINANCIAL

86,805

10.27

 

NATIONAL FINANCIAL SERVICES 

425,573

50.37(b)

 

PERSHING LLC

90,670

10.73

 

RAYMOND JAMES

45,440

5.38

GLOBAL ALLOCATION FUND—I CLASS

CHARLES SCHWAB & CO INC

511,036

17.16

 

JOHN D. BESSON

154,624

5.19

 

KAREN S. BESSON JT TEN

 

 

 

NATIONAL FINANCIAL SERVICES

358,571

12.04

 

PERSHING LLC

413,695

13.90

 

SAXON & CO

CLEVELAND OH 44101-4597

156,753

5.26

 

TD AMERITRADE INC

245,258

8.24

 

TRUSTEES OF T ROWE PRICE

578,594

19.43

 

U.S. RETIREMENT PROGRAM

 

 

 

WILLIAM J STROMBERG

162,893

5.47

GLOBAL CONSUMER FUND

NATIONAL FINANCIAL SERVICES

103,809

7.94

 

T ROWE PRICE ASSOCIATES

700,000

53.57(c)

PAGE 74


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

GLOBAL GROWTH STOCK FUND—

ASCENSUS TRUST COMPANY FBO

4,275

5.32

ADVISOR CLASS

MUSKINGUM IRON & METAL CO SALARY

FARGO ND 58106-0758

 

 

 

CHARLES SCHWAB & CO INC

5,178

6.44

 

MARK SMITH & GREGG DEVILBISS TTEE

20,770

25.84(b)

 

KENTNER SELLERS LLP PSP

 

 

 

C/O FASCORE LLC

GREENWOOD VLG CO 80111-5002

 

 

 

NATIONAL FINANCIAL SERVICES

6,373

7.93

 

PERSHING LLC

13,890

17.28

 

T ROWE PRICE ASSOCIATES

25,000

31.10(c)

GLOBAL GROWTH STOCK FUND—

MAC & CO

643,397

11.73

I CLASS

MAC & CO

1,601,743

29.19(b)

 

MAC & CO

1,715,521

31.27(b)

 

NATIONAL MERIT SCHOLARSHIP

862,142

15.71

 

CORPORATION

EVANSTON IL 60201-4897

 

 

 

TRUSTEES OF T ROWE PRICE

453,569

8.27

 

U.S. RETIREMENT PROGRAM

 

 

GLOBAL HIGH INCOME BOND FUND

NATIONAL FINANCIAL SERVICES

1,059,763

15.19

 

T ROWE PRICE ASSOCIATES

1,475,000

21.14

GLOBAL HIGH INCOME BOND FUND—

CHARLES SCHWAB & CO INC

28,639

19.31

ADVISOR CLASS

NATIONAL FINANCIAL SERVICES

15,691

10.58

 

PERSHING LLC

31,867

21.49

 

T ROWE PRICE ASSOCIATES

25,000

16.86

 

TD AMERITRADE INC

47,114

31.77(b)

GLOBAL HIGH INCOME BOND FUND—

CHARLES SCHWAB & CO INC

1,652,117

66.94(b)

I CLASS

T ROWE PRICE TRUST CO INC

161,304

6.54

 

CUST FOR THE IRA OF DAVID MILLER

 

 

 

TD AMERITRADE INC

416,672

16.88

 

TRUSTEES OF T ROWE PRICE

152,207

6.17

 

U.S. RETIREMENT PROGRAM

 

 

GLOBAL INDUSTRIALS FUND

T ROWE PRICE ASSOCIATES

700,000

36.15(c)

GLOBAL INDUSTRIALS FUND—I CLASS

T ROWE PRICE ASSOCIATES

20,644

17.77

 

TRUSTEES OF T ROWE PRICE

95,508

82.23(a)

 

U.S. RETIREMENT PROGRAM

 

 

GLOBAL MULTI-SECTOR BOND FUND

CHARLES SCHWAB & CO INC

4,282,231

8.64

 

NATIONAL FINANCIAL SERVICES

5,720,515

11.54

 

TD AMERITRADE INC

4,500,351

9.08

GLOBAL MULTI-SECTOR BOND FUND—

LPL FINANCIAL

165,015

7.39

ADVISOR CLASS

NATIONAL FINANCIAL SERVICES

1,027,198

45.99(b)

 

PERSHING LLC

217,247

9.73

 

TD AMERITRADE INC

566,634

25.37(b)

GLOBAL MULTI-SECTOR BOND FUND— I CLASS

AMERICAN TRUST CENTER

BISMARCK ND 58501-4023 

335,122

6.89

 

LINCOLN RETIREMENT SERVICES COMPANY

285,161

5.87

 

FBO NORTHSTAR ANESTHESIA 401K PSP

FORT WAYNE IN 46801-7876

 

 

 

NATIONAL FINANCIAL SERVICES

505,683

10.40

 

SEI PRIVATE TRUST COMPANY

1,125,421

23.15

 

SEI PRIVATE TRUST COMPANY

284,214

5.85

PAGE 75


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

GLOBAL REAL ESTATE FUND

CHARLES SCHWAB & CO INC

482,114

7.21

 

NATIONAL FINANCIAL SERVICES

550,990

8.24

 

PERSHING LLC

340,943

5.10

 

TD AMERITRADE INC

768,587

11.49

GLOBAL REAL ESTATE FUND—ADVISOR

CHARLES SCHWAB & CO INC

202,571

19.27

 

GREAT-WEST LIFE & ANNUITY

76,635

7.29

 

FBO FUTURE FUNDS II

 

 

 

GREAT-WEST TRUST COMPANY LLC FBO

253,643

24.12

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

LINCOLN RETIREMENT SERVICES COMPANY

87,097

8.28

 

FBO OAKLAWN HOSPITAL 403(B) PLAN

 

 

 

NATIONAL FINANCIAL SERVICES

177,828

16.91

GLOBAL REAL ESTATE FUND—I CLASS

NATIONAL FINANCIAL SERVICES

495,019

73.66(b)

 

TRUSTEES OF T ROWE PRICE

135,912

20.22

 

U.S. RETIREMENT PROGRAM

 

 

GLOBAL STOCK FUND

NATIONAL FINANCIAL SERVICES

1,696,045

8.20

 

PERSHING LLC

1,485,722

7.18

GLOBAL STOCK FUND—ADVISOR

NATIONAL FINANCIAL SERVICES

51,860

6.28

CLASS

TRUST COMPANY OF AMERICA

ENGLEWOOD CO 80155-6503

61,635

7.47

 

UMB BANK CUSTODIAN

620,723

75.22(b)

 

FBO FIDUCIARY FOR VARIOUS

 

 

 

RETIREMENT PROGRAMS

TOPEKA KS 66636-0001

 

 

GLOBAL STOCK FUND—I CLASS

JPMORGAN CHASE BANK NA AS CUSTODIAN

BROOKLYN NY 11245-0003

957,570

20.53

 

JPMORGAN CHASE BANK NA AS CUSTODIAN

1,116,445

23.94

 

JPMORGAN CHASE BANK NA AS CUSTODIAN

754,952

16.19

 

JPMORGAN CHASE BANK NA AS CUSTODIAN

574,852

12.32

 

NATIONAL FINANCIAL SERVICES

558,871

11.98

GLOBAL TECHNOLOGY FUND

CHARLES SCHWAB & CO INC

22,021,351

6.22

 

MLPF&S FOR THE SOLE BENEFIT OF

19,016,252

5.37

 

ITS CUSTOMERS

 

 

 

NATIONAL FINANCIAL SERVICES

35,608,965

10.06

 

PERSHING LLC

25,077,057

7.09

 

WELLS FARGO CLEARING SERVICES LLC

18,480,109

5.22

GLOBAL TECHNOLOGY FUND—I CLASS

CHARLES SCHWAB & CO INC

6,603,254

26.68(b)

 

NATIONAL FINANCIAL SERVICES

6,157,950

24.88

 

SEI PRIVATE TRUST COMPANY

1,300,858

5.26

 

TAYNIK & CO

QUINCY MA 02169-0938

1,532,799

6.19

 

TD AMERITRADE INC

1,703,177

6.88

 

TRUSTEES OF T ROWE PRICE

2,499,045

10.10

 

U.S. RETIREMENT PROGRAM

 

 

GNMA FUND

SPECTRUM INCOME FUND

62,483,424

42.32(d)

 

T. ROWE PRICE ASSOCIATES

 

 

GNMA FUND—I CLASS

CHARLES SCHWAB & CO INC

42,838

11.15

 

T ROWE PRICE ASSOCIATES

26,882

7.00

 

TRUSTEES OF T ROWE PRICE

306,875

79.85(a)

 

U.S. RETIREMENT PROGRAM

 

 

PAGE 76


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

GOVERNMENT MONEY FUND

T ROWE PRICE ASSOCIATES

777,306,329

9.69

 

T ROWE PRICE INTERNATIONAL LTD

LONDON EC4N 4T2 UNITED KINGDOM

404,365,794

5.04

GOVERNMENT MONEY PORTFOLIO

AMERICAN NATIONAL GROUP

3,119,444

9.58

 

UNALLOCATED VA CORP

GALVESTON TX 77550-7947

 

 

 

HORACE MANN LIFE INSURANCE CO

19,839,690

60.92(f)

 

SEPARATE ACCOUNT

SPRINGFIELD IL 62715-0002

 

 

 

SECURITY BENEFIT LIFE INS CO

7,822,487

24.02

 

FBO T ROWE PRICE NO LOAD V A

 

 

GOVERNMENT RESERVE FUND

COVEWATER & CO

BALTIMORE MD 21202-1009

763,508,892

6.66

 

SEAMILE & CO

BALTIMORE MD 21202-1009

1,426,839,649

12.44

 

TUNA & CO

BALTIMORE MD 21202-1009

1,253,977,955

10.93

GROWTH & INCOME FUND

T ROWE PRICE TRUST CO INC

3,964,422

6.01

GROWTH & INCOME FUND—I CLASS

CHARLES SCHWAB & CO INC

20,710

10.57

 

GARY M JACOBS

84,088

42.92(b)

 

JANET L JACOBS JT TEN

BOULDER CO 80302-6737

 

 

 

HERMAN & WALTER SAMUELSON

34,473

17.60

 

FOUNDATION INC

TOWSON MD 21204-4905

 

 

 

STEPHEN HUDSON & STEPHEN HUDSON

15,201

7.76

 

POA JO ANNE HUDSON TRS

 

 

 

HUDSON FAMILY REVOCABLE TRUST

 

 

 

TRAC 2000

10,487

5.35

 

BEAN KINNEY & KORMAN PC 401K

 

 

 

LISA A ANTONELLI

 

 

GROWTH STOCK FUND

NATIONAL FINANCIAL SERVICES

43,088,868

7.37

 

T ROWE PRICE ASSOCIATES

47,144,993

8.07

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

48,548,796

8.31

 

RETIREMENT PORTFOLIO 2030

 

 

 

T ROWE PRICE ASSOCIATES

35,473,851

6.07

 

RETIREMENT PORTFOLIO 2035

 

 

 

T ROWE PRICE TRUST CO INC

33,499,282

5.73

GROWTH STOCK FUND—ADVISOR

NATIONAL FINANCIAL SERVICES

12,826,729

24.66

CLASS

NATIONWIDE INSURANCE COMPANY

5,050,786

9.71

 

VANTAGETRUST – NAV

WASHINGTON DC 20002-4239

6,346,360

12.20

 

VANTAGETRUST - UNITIZED

3,553,762

6.83

GROWTH STOCK FUND—I CLASS

CHARLES SCHWAB & CO INC

17,602,100

11.59

 

NATIONAL FINANCIAL SERVICES

15,579,506

10.26

 

T ROWE PRICE ASSOCIATES

8,233,218

5.42

 

RETIREMENT I 2040 FUND

 

 

PAGE 77


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

GROWTH STOCK FUND—R CLASS

AXA EQUITABLE FOR SA NO 65

SECAUCUS NJ 07094-3619

1,152,961

6.94

 

DCGT AS TTEE AND/OR CUST

845,186

5.09

 

FBO PLIC VARIOUS RETIREMENT PLANS

 

 

 

HARTFORD LIFE INSURANCE CO

1,288,413

7.76

 

SEPARATE ACCOUNT

 

 

 

STATE STREET BANK AND TRUST AS

2,726,853

16.42

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

SUNTRUST BANK

GREENWOOD VLG CO 80111-5002

1,388,028

8.36

 

UMB BANK NA SFR

1,467,407

8.83

 

FBO FIDUCIARY FOR TAX DEFERRED

 

 

 

ACCOUNTS GROUP

 

 

HEALTH SCIENCES FUND

CHARLES SCHWAB & CO INC

8,629,767

5.47

 

JOHN HANCOCK LIFE

10,224,300

6.48

 

INSURANCE CO USA

BOSTON MA 02210-2804

 

 

 

NATIONAL FINANCIAL SERVICES

12,684,636

8.04

HEALTH SCIENCES FUND—I CLASS

CHARLES SCHWAB & CO INC

362,221

5.28

 

NATIONAL FINANCIAL SERVICES

1,109,341

16.16

 

TRUSTEES OF T ROWE PRICE

1,413,586

20.59

HEALTH SCIENCES PORTFOLIO

AMERICAN NATIONAL GROUP

286,789

13.46

 

UNALLOCATED VA CORP

GALVESTON TX 77550-7947

 

 

 

MODERN WOODMEN OF AMERICA

TOPEKA KS 66636-0001

476,708

22.38

 

NATIONWIDE INSURANCE COMPANY

324,299

15.23

 

SECURITY BENEFIT LIFE INS CO

614,629

28.86(g)

 

FBO T ROWE PRICE NO LOAD V A

 

 

HEALTH SCIENCES PORTFOLIO—II

AXA EQUITABLE LIFE INSURANCE CO

3,540,943

23.84

 

SEPARATE ACCOUNT 70 OF THE

 

 

 

NATIONWIDE INSURANCE COMPANY

916,171

6.17

 

NATIONWIDE INSURANCE COMPANY

6,162,848

41.49(f)

HIGH YIELD FUND

SPECTRUM INCOME FUND

147,841,810

15.79

 

T. ROWE PRICE ASSOCIATES

 

 

 

T ROWE PRICE ASSOCIATES

86,726,187

9.26

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

62,488,431

6.67

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

59,479,693

6.35

 

RETIREMENT PORTFOLIO 2030

 

 

HIGH YIELD FUND—ADVISOR CLASS

CHARLES SCHWAB & CO INC

918,673

11.80

 

NATIONAL FINANCIAL SERVICES

3,977,397

51.08(b)

 

RELIANCE TRUST COMPANY FBO

493,792

6.34

 

RETIREMENT PLANS SERVICED BY METLIFE

 

 

 

C/O FASCORE LLC

GREENWOOD VLG CO 80111-5002

 

 

HIGH YIELD FUND—I CLASS

EDWARD D JONES & CO

122,953,046

46.61(b)

 

NATIONAL FINANCIAL SERVICES

49,291,175

18.68

PAGE 78


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

HIGH YIELD MULTI-SECTOR ACCOUNT PORTFOLIO

BALTIMORE EQUITABLE SOCIETY

BALTIMORE MD 21201-3808

79,935

5.56

 

GENERAL DYNAMICS CORP 401K

275,768

19.18

 

PLAN MASTER TRUST CP

 

 

 

ILLINOIS STUDENT ASSISTANCE

81,854

5.69

 

COMMISSION

 

 

 

T ROWE PRICE ASSOCIATES

1,000,000

69.56(c)

INFLATION PROTECTED BOND FUND

NATIONAL FINANCIAL SERVICES

1,960,303

5.48

 

SPECTRUM INCOME FUND

8,274,743

23.12

 

T. ROWE PRICE ASSOCIATES

 

 

 

T ROWE PRICE RPS INC

1,790,612

5.00

INFLATION PROTECTED BOND FUND—I CLASS

BREAD & CO

BALTIMORE MD 21202-1009

1,129,975

22.48

 

LADYBIRD & CO

1,070,356

21.29

 

LADYBUG & CO

727,439

14.47

 

LAKESIDE & CO

384,255

7.64

 

TRUSTEES OF T ROWE PRICE

333,646

6.64

 

U.S. RETIREMENT PROGRAM

 

 

INSTITUTIONAL AFRICA & MIDDLE

NATIONAL FINANCIAL SERVICES

20,475,977

69.68(b)

EAST FUND

NORTHERN TRUST AS CUSTODIAN FBO

1,861,352

6.33

 

JOHN E FETZER INSTITUTE

 

 

 

UNIVERSITY OF ARKANSAS

6,444,767

21.93

 

FOUNDATION INC

FAYETTEVILLE AR 72701-6944

 

 

INSTITUTIONAL CORE PLUS FUND

BAND & CO

MILWAUKEE WI 53212-3958

3,135,519

8.16

 

JEANETTE STUMP &

3,805,240

9.91

 

JAMES CARNEY & HOWARD KLINE TRS

 

 

 

SPECIAL METALS CORPORATION RETIREE BENEFIT TRUST

PITTSBURGH PA 15222-1209

 

 

 

NATIONAL FINANCIAL SERVICES

10,544,565

27.45(b)

 

SEI PRIVATE TRUST COMPANY

4,455,833

11.60

INSTITUTIONAL CREDIT OPPORTUNITIES FUND

BOWMAN & CO

BALTIMORE MD 21202-1009

297,226

10.01

 

T ROWE PRICE ASSOCIATES

2,500,000

84.17(c)

 

TRUSTEES OF T ROWE PRICE

172,825

5.82

 

U.S. RETIREMENT PROGRAM

 

 

INSTITUTIONAL EMERGING MARKETS

CHARLES SCHWAB & CO INC

4,665,571

11.41

BOND FUND

LADYBIRD & CO

12,686,734

31.03(d)

 

LADYBUG & CO

8,684,375

21.24

 

LAKESIDE & CO

3,488,920

8.53

 

NATIONAL FINANCIAL SERVICES

2,579,240

6.31

 

VANGUARD FIDUCIARY TRUST COMPANY

2,357,139

5.77

INSTITUTIONAL EMERGING MARKETS

GOLDMAN SACHS & CO

NEW YORK NY 10004-2434

5,886,788

13.30

 

JPMORGAN CHASE BANK NA AS CUSTODIAN

2,557,409

5.78

 

LAKESIDE & CO

2,705,593

6.11

 

NATIONAL FINANCIAL SERVICES

4,778,841

10.79

 

WELLS FARGO BANK NA FBO

MINNEAPOLIS MN 55480-1533

12,252,130

27.68(b)

PAGE 79


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

INSTITUTIONAL FLOATING RATE FUND

CHARLES SCHWAB & CO INC

50,841,230

10.68

 

J.P. MORGAN SECURITIES LLC

53,038,135

11.14

 

NATIONAL FINANCIAL SERVICES

58,781,540

12.35

 

TD AMERITRADE INC FOR THE

29,196,826

6.14

 

TUNA & CO

79,181,706

16.64

 

WELLS FARGO BANK NA FBO

53,912,714

11.33

INSTITUTIONAL FLOATING RATE—

CHARLES SCHWAB & CO INC

4,140,853

7.13

F CLASS

NATIONAL FINANCIAL SERVICES

4,684,160

8.07

 

SAXON & CO

PHILADELPHIA PA 19182-0001

32,193,764

55.45(b)

 

TD AMERITRADE INC

9,921,202

17.09

INSTITUTIONAL FRONTIER MARKETS

CHARLES SCHWAB & CO INC

470,540

6.88

EQUITY FUND

NATIONAL FINANCIAL SERVICES

736,098

10.76

 

SEI PRIVATE TRUST COMPANY

2,051,602

30.00(b)

 

T ROWE PRICE ASSOCIATES

2,520,186

36.85(c)

INSTITUTIONAL GLOBAL FOCUSED

NATIONAL FINANCIAL SERVICES

1,205,696

30.37(b)

GROWTH EQUITY FUND

TRUSTEES OF T ROWE PRICE

2,764,480

69.63(a)

 

U.S. RETIREMENT PROGRAM

 

 

INSTITUTIONAL GLOBAL GROWTH

CHARLES SCHWAB & CO INC

3,758,293

24.07

EQUITY FUND

NATIONAL FINANCIAL SERVICES

9,148,603

58.59(b)

 

SAXON & CO

813,316

5.21

 

STATE STREET BANK AND TRUST AS

1,448,965

9.28

 

TTEE FOR THE MASTER TRUST FOR

 

 

 

DEFINED BENEFIT PLANS

 

 

 

OF SYNGENTA CORPORATION

KANSAS CITY MO 64105-1307

 

 

INSTITUTIONAL GLOBAL MULTI-SECTOR BOND FUND

CAPINCO

MILWAUKEE WI 53212-3958

613,018

28.88(b)

 

JPMORGAN CHASE BANK, N. A. AS

538,484

25.37(b)

 

NATIONAL FINANCIAL SERVICES

469,310

22.11

 

TRUSTEES OF T ROWE PRICE

502,128

23.65

 

U.S. RETIREMENT PROGRAM

 

 

INSTITUTIONAL GLOBAL VALUE EQUITY

T ROWE PRICE ASSOCIATES

700,000

82.48(c)

FUND

TRUSTEES OF T ROWE PRICE

148,694

17.52

 

U.S. RETIREMENT PROGRAM

 

 

INSTITUTIONAL HIGH YIELD FUND

BREAD & CO

15,221,579

8.75

 

GOLDMAN SACHS & CO

21,211,306

12.19

 

LADYBIRD & CO

10,110,212

5.81

 

NATIONAL FINANCIAL SERVICES

28,964,869

16.64

 

TUNA & CO

13,561,319

7.79

INSTITUTIONAL INTERNATIONAL BOND

LADYBIRD & CO

11,300,678

24.59

FUND

LADYBUG & CO

8,297,601

18.06

 

LAKESIDE & CO

3,678,099

8.00

 

PERSHING LLC

3,394,071

7.39

 

TD AMERITRADE INC

13,955,599

30.37(b)

INSTITUTIONAL INTERNATIONAL

CHARLES SCHWAB & CO INC

9,412,224

24.51

CONCENTRATED EQUITY FUND

COLUMBIA TRUST PARTNERS

SALEM OR 97308-1012

2,300,824

5.99

 

NATIONAL FINANCIAL SERVICES

9,886,624

25.75(b)

 

PERSHING LLC

7,891,747

20.55

 

T ROWE PRICE ASSOCIATES

4,862,792

12.66

PAGE 80


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

INSTITUTIONAL INTERNATIONAL CORE

CHARLES SCHWAB & CO INC

691,285

5.09

EQUITY FUND

DEKALB COUNTY PENSION PLAN

DECATUR GA 30030-3222

9,911,540

73.00(b)

 

WELLS FARGO BANK NA FBO

1,499,211

11.04

INSTITUTIONAL INTERNATIONAL

BNA FOREIGN EQUITY FUND

899,183

38.19(b)

GROWTH EQUITY FUND

KEYBANK NA

329,305

13.99

 

LINK-BELT EE RETMT-T. ROWE PRICE PR

CLEVELAND OH 44101-4871

 

 

 

NATIONAL FINANCIAL SERVICES

814,471

34.59(b)

 

SAXON & CO

144,494

6.14

INSTITUTIONAL LARGE-CAP CORE

NATIONAL FINANCIAL SERVICES

32,155,572

38.34(b)

GROWTH FUND

VANGUARD FIDUCIARY TRUST COMPANY

10,546,980

12.58

 

T ROWE INSTITUTIONAL CLASS

VALLEY FORGE PA 19482-2600

 

 

INSTITUTIONAL LARGE-CAP GROWTH

BANK OF AMERICA NA TRUSTEE FOR

22,959,048

5.28

FUND

MERRILL LYNCH & CO INC 401K SAVINGS & INVESTMENT PLAN

HOUSTON TX 77002-2700

 

 

 

BANK OF AMERICA NA TRUSTEE FOR

51,266,388

11.78

 

THE BANK OF AMERICA 401K PLAN

 

 

 

CHARLES SCHWAB & CO INC

24,754,261

5.69

 

EDWARD D JONES & CO

40,743,463

9.36

 

NATIONAL FINANCIAL SERVICES

82,207,346

18.89

INSTITUTIONAL LARGE-CAP VALUE

CHARLES SCHWAB & CO INC

11,961,837

7.11

FUND

NATIONAL FINANCIAL SERVICES

81,660,545

48.53(b)

 

TIAA, FSB CUST/TTEE FBO

18,102,321

10.76

 

RETIREMENT PLANS FOR WHICH

 

 

 

TIAA ACTS AS RECORDKEEPER

SAINT LOUIS MO 63102-2748

 

 

INSTITUTIONAL LONG DURATION

BAND & CO

867,016

22.79

CREDIT FUND

INVESTMENT COMPANY INSTITUTE

WASHINGTON DC 20005-2110

751,722

19.76

 

NATIONAL FINANCIAL SERVICES

628,215

16.51

 

T ROWE PRICE ASSOCIATES

1,500,000

39.43(c)

INSTITUTIONAL MID-CAP EQUITY GROWTH FUND

KY PUBLIC EMP DEF COMP AUTHORITY

COLUMBUS OH 43218-2029

6,267,363

5.11

 

NATIONAL FINANCIAL SERVICES

39,201,266

31.95(b)

 

THE STATE OF WISCONSIN DEF COMP BRD FBO WISCONSIN DCP

GREENWOOD VLG CO 80111-5002

9,532,062

7.77

 

VANGUARD FIDUCIARY TRUST COMPANY

13,196,120

10.75

 

T ROWE INSTITUTIONAL CLASS

 

 

PAGE 81


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

INSTITUTIONAL SMALL-CAP STOCK

NATIONAL FINANCIAL SERVICES

54,934,329

29.89(b)

FUND

NORTHERN TRUST COMPANY

16,487,607

8.97

 

FBO PFIZER SAVINGS AND

 

 

 

INVESTMENT PLAN

 

 

 

STATE OF FLORIDA PUBLIC

10,948,721

5.96

 

EMPLOYEES OPTIONAL RETIREMENT

 

 

 

PROGRAM-FLORIDA RETIREMENT SYSTEM

TALLAHASSEE FL 32308-7743

 

 

 

STATE OF MINNESOTA

28,586,302

15.56

 

FBO MINNESOTA STATE RETIREMENT SYST

GREENWOOD VLG CO 80111-5002

 

 

 

VANGUARD FIDUCIARY TRUST COMPANY

29,380,073

15.99

 

T ROWE INSTITUTIONAL CLASS

 

 

INSTITUTIONAL U.S. STRUCTURED

GREAT-WEST TRUST COMPANY LLC

2,853,490

6.27

 RESEARCH FUND

FBO DEFINED BENEFIT PLANS

 

 

 

JOHN HANCOCK TRUST COMPANY

3,062,775

6.73

 

MAC & CO

2,630,975

5.78

 

MCWOOD & CO

RALEIGH NC 27626-0522

3,885,672

8.53

 

NATIONAL FINANCIAL SERVICES

10,214,702

22.43

 

WELLS FARGO BANK FBO

4,004,330

8.79

 

CHARLOTTE NC 28288-0001

 

 

 

WELLS FARGO BANK NA FBO

5,791,861

12.72

 

WELLS FARGO BANK NA FBO

7,446,528

16.35

INTERMEDIATE TAX-FREE HIGH YIELD

CHARLES SCHWAB & CO INC

438,999

8.61

FUND

T ROWE PRICE ASSOCIATES

3,002,273

58.89(c)

INTERMEDIATE TAX-FREE HIGH YIELD

LPL FINANCIAL

23,192

40.73(b)

FUND)—ADVISOR CLASS

NATIONAL FINANCIAL SERVICES

5,413

9.51

 

PERSHING LLC

3,304

5.80

 

T ROWE PRICE ASSOCIATES

25,000

43.91(c)

INTERMEDIATE TAX-FREE HIGH YIELD

J D EISNER F R ROCKWELL TRS

55,366

19.08

FUND—I CLASS

JOHN R ROCKWELL MARITAL TRUST

 

 

 

JONATHAN D EISNER

19,282

6.65

 

EDWARD C BERNARD TRS

 

 

 

SCOTT R ROCKWELL 2010 TRUST

 

 

 

T ROWE PRICE ASSOCIATES

24,248

8.36

 

TERRY ROSELL

146,353

50.44(b)

INTERNATIONAL BOND (USD HEDGED)

T ROWE PRICE ASSOCIATES

14,025,345

5.96

 

RETIREMENT PORTFOLIO 2010

 

 

 

T ROWE PRICE ASSOCIATES

16,698,555

7.10

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

21,243,871

9.03

 

RETIREMENT PORTFOLIO 2015

 

 

 

T ROWE PRICE ASSOCIATES

53,038,566

22.55

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

40,484,354

17.21

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

40,411,287

17.18

 

RETIREMENT PORTFOLIO 2030

 

 

 

T ROWE PRICE ASSOCIATES

19,583,844

8.33

 

RETIREMENT PORTFOLIO 2035

 

 

INTERNATIONAL BOND (USD

T ROWE PRICE ASSOCIATES

25,000

100.00(c)

HEDGED)—ADVISOR CLASS

 

 

 

PAGE 82


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

INTERNATIONAL BOND (USD

T ROWE PRICE ASSOCIATES

2,487,490

6.47

HEDGED)—I CLASS

RETIREMENT I 2015 FUND

 

 

 

T ROWE PRICE ASSOCIATES

7,604,579

19.78

 

RETIREMENT I 2020 FUND

 

 

 

T ROWE PRICE ASSOCIATES

6,004,571

15.62

 

RETIREMENT I 2025 FUND

 

 

 

T ROWE PRICE ASSOCIATES

6,315,048

16.43

 

RETIREMENT I 2030 FUND

 

 

 

T ROWE PRICE ASSOCIATES

3,167,020

8.24

 

RETIREMENT I 2035 FUND

 

 

 

T ROWE PRICE ASSOCIATES

2,912,757

7.58

 

RETIREMENT I 2040 FUND

 

 

INTERNATIONAL BOND FUND

SPECTRUM INCOME FUND

55,611,901

24.87

 

T. ROWE PRICE ASSOCIATES

 

 

 

T ROWE PRICE ASSOCIATES

19,034,495

8.51

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

13,812,713

6.18

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

14,590,093

6.53

 

RETIREMENT PORTFOLIO 2030

 

 

 

WELLS FARGO CLEARING SERVICES LLC

11,832,639

5.29

INTERNATIONAL BOND FUND—

CHARLES SCHWAB & CO INC

50,909

5.40

ADVISOR CLASS

LPL FINANCIAL

145,502

15.42

 

MORGAN STANLEY SMITH BARNEY

56,653

6.01

 

NATIONAL FINANCIAL SERVICES

153,558

16.28

 

PERSHING LLC

76,300

8.09

 

RAYMOND JAMES

94,120

9.98

 

TD AMERITRADE INC

170,033

18.02

INTERNATIONAL BOND FUND—I CLASS

EDWARD D JONES & CO

45,846,058

75.02(b)

INTERNATIONAL CONCENTRATED EQUITY FUND

NATIONAL FINANCIAL SERVICES

8,472,463

82.15(b)

INTERNATIONAL CONCENTRATED

CHARLES SCHWAB & CO INC

8,013

5.25

EQUITY FUND—ADVISOR CLASS

GREAT-WEST TRUST COMPANY LLC FBO

17,825

11.67

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

NATIONAL FINANCIAL SERVICES

39,387

25.78(b)

 

PERSHING LLC

8,864

5.80

 

T ROWE PRICE ASSOCIATES

25,000

16.37

 

TD AMERITRADE INC

49,190

32.20(b)

INTERNATIONAL CONCENTRATED

NATIONAL FINANCIAL SERVICES

140,336

34.98(b)

EQUITY FUND—I CLASS

PERSHING LLC

49,861

12.43

 

T ROWE PRICE ASSOCIATES

25,961

6.47

 

TD AMERITRADE INC

21,257

5.30

 

TRUSTEES OF T ROWE PRICE

154,486

38.51(a)

 

U.S. RETIREMENT PROGRAM

 

 

INTERNATIONAL DISCOVERY FUND

NATIONAL FINANCIAL SERVICES

9,651,389

12.59

 

PERSHING LLC

5,153,398

6.72

INTERNATIONAL DISCOVERY FUND—

CHARLES SCHWAB & CO INC

2,952,063

6.72

I CLASS

EDWARD D JONES & CO

9,783,505

22.27

 

NATIONAL FINANCIAL SERVICES

11,356,213

25.85(b)

 

VANGUARD FIDUCIARY TRUST COMPANY

6,747,085

15.36

INTERNATIONAL EQUITY INDEX FUND

MARYLAND COLLEGE INVESTMENT PLAN

5,994,944

14.16

 

GLOBAL EQUITY MARKET INDEX

BALTIMORE MD 21202-1009

 

 

PAGE 83


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

INTERNATIONAL STOCK FUND

T ROWE PRICE ASSOCIATES

67,800,719

10.19

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

58,999,269

8.87

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

58,452,005

8.79

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

83,377,976

12.53

 

RETIREMENT PORTFOLIO 2030

 

 

 

T ROWE PRICE ASSOCIATES

54,493,781

8.19

 

RETIREMENT PORTFOLIO 2035

 

 

 

T ROWE PRICE ASSOCIATES

37,596,346

5.65

 

RETIREMENT PORTFOLIO 2045

 

 

INTERNATIONAL STOCK FUND—

NATIONAL FINANCIAL SERVICES

6,185,094

78.93(b)

I CLASS

TD AMERITRADE TRUST COMPANY

447,992

5.72

INTERNATIONAL STOCK FUND—

EDWARD D JONES & CO

33,702,158

22.98

ADVISOR CLASS

NATIONAL FINANCIAL SERVICES

27,661,438

18.86

 

T ROWE PRICE ASSOCIATES

8,432,041

5.75

 

RETIREMENT I 2020 FUND

 

 

 

T ROWE PRICE ASSOCIATES

8,620,530

5.88

 

RETIREMENT I 2025 FUND

 

 

 

T ROWE PRICE ASSOCIATES

12,825,332

8.74

 

RETIREMENT I 2030 FUND

 

 

 

T ROWE PRICE ASSOCIATES

8,798,026

6.00

 

RETIREMENT I 2035 FUND

 

 

 

T ROWE PRICE ASSOCIATES

11,754,263

8.01

 

RETIREMENT I 2040 FUND

 

 

INTERNATIONAL STOCK FUND—

ACCESS INC TTEE FBO

29,550

5.87

R CLASS

ACCESS INC 401K PSP

GREENWOOD VLG CO 80111-5002

 

 

 

AMERICAN UNITED LIFE

80,090

15.90

 

SEPARATE ACCOUNT II

 

 

 

AXA EQUITABLE FOR SA NO 65

50,819

10.09

 

CAPITAL BANK & TRUST COMPANY TTEE

41,462

8.23

 

PATTCO LLC 401K

 

 

 

DCGT AS TTEE AND/OR CUST

63,673

12.64

 

FBO PLIC VARIOUS RETIREMENT PLANS

 

 

 

NATIONWIDE TRUST CO FSB

27,958

5.55

INTERNATIONAL STOCK PORTFOLIO

ALLAMERICA FINANCIAL LIFE

2,511,469

11.42

 

INSURANCE AND ANNUITY COMPANY

TOPEKA KS 66636-1000

 

 

 

FARM BUREAU LIFE INS CO

WEST DES MOINES IA 50266-5997

1,181,483

5.37

 

NYLIAC

2,724,148

12.39

 

PRUCO LIFE INSURANCE COMPANY

1,156,283

5.26

 

PLAZ ANNUITY

 

 

 

PRUCO LIFE INSURANCE COMPANY

4,863,165

22.11

 

PLAZ LIFE

 

 

 

SECURITY BENEFIT LIFE INS CO

1,256,059

5.71

 

FBO T ROWE PRICE NO LOAD V A

 

 

 

TRANSAMERICA PREMIER LIFE INSURANCE

2,362,149

10.74

 

WRL SERIES LIFE CORPORATE ACCOUNT

CEDAR RAPIDS IA 52499-3830

 

 

PAGE 84


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

INTERNATIONAL VALUE EQUITY FUND

T ROWE PRICE ASSOCIATES

94,250,789

12.42

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

82,932,458

10.93

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

81,632,916

10.75

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

116,306,145

15.32

 

RETIREMENT PORTFOLIO 2030

 

 

 

T ROWE PRICE ASSOCIATES

76,199,531

10.04

 

RETIREMENT PORTFOLIO 2035

 

 

 

T ROWE PRICE ASSOCIATES

52,807,526

6.96

 

RETIREMENT PORTFOLIO 2045

 

 

 

T ROWE PRICE ASSOCIATES

42,852,177

5.65

 

RETIREMENT PORTFOLIO 2050

 

 

INTERNATIONAL VALUE EQUITY

AMERICAN UNITED LIFE

722,479

6.79

FUND—ADVISOR CLASS

AMERICAN UNIT INVESTMENT TRUST

 

 

 

NATIONAL FINANCIAL SERVICES

1,973,464

18.54

 

PERSHING LLC

2,269,510

21.32

 

STATE STREET BANK AND TRUST AS

2,295,869

21.56

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

VRSCO

577,334

5.42

 

FBO AIGFSB CUST TTEE FBO

 

 

 

MT SINAI 403B

 

 

INTERNATIONAL VALUE EQUITY

T ROWE PRICE ASSOCIATES

11,909,406

9.46

FUND—I CLASS

RETIREMENT I 2020 FUND

 

 

 

T ROWE PRICE ASSOCIATES

12,273,693

9.75

 

RETIREMENT I 2025 FUND

 

 

 

T ROWE PRICE ASSOCIATES

18,195,832

14.45

 

RETIREMENT I 2030 FUND

 

 

 

T ROWE PRICE ASSOCIATES

12,488,876

9.92

 

RETIREMENT I 2035 FUND

 

 

 

T ROWE PRICE ASSOCIATES

16,633,238

13.21

 

RETIREMENT I 2040 FUND

 

 

 

T ROWE PRICE ASSOCIATES

9,287,500

7.37

 

RETIREMENT I 2045 FUND

 

 

 

T ROWE PRICE ASSOCIATES

9,286,834

7.37

 

RETIREMENT I 2050 FUND

 

 

INTERNATIONAL VALUE EQUITY

AMERICAN UNITED LIFE

347,800

7.81

FUND—R CLASS

SEPARATE ACCOUNT II

 

 

 

DCGT AS TTEE AND/OR CUST

303,937

6.82

 

FBO PLIC VARIOUS RETIREMENT PLANS

 

 

 

SAMMONS FINANCIAL NETWORK LLC

550,391

12.36

 

STATE STREET BANK AND TRUST AS

1,021,277

22.93

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

PAGE 85


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

INVESTMENT-GRADE CORPORATE

ALLEN & COMPANY

1,110,284

10.44

MULTI-SECTOR ACCOUNT PORTFOLIO

BALTIMORE EQUITABLE SOCIETY

1,070,265

10.07

 

CBE OF NEW BRUNSWICK

707,506

6.65

 

IG CORPORATE MAP

 

 

 

GENERAL DYNAMICS CORP 401K

4,719,338

44.38(b)

 

PLAN MASTER TRUST CP

 

 

 

ILLINOIS STUDENT ASSISTANCE

2,026,094

19.05

 

COMMISSION

 

 

 

T ROWE PRICE ASSOCIATES

1,000,000

9.40

JAPAN FUND

CHARLES SCHWAB & CO INC

3,026,686

5.40

 

MORGAN STANLEY SMITH BARNEY

20,697,842

36.90(b)

 

SPECTRUM INTERNATIONAL FUND

13,063,803

23.29

 

T ROWE PRICE ASSOCIATES

 

 

JAPAN FUND—I CLASS

CHARLES SCHWAB & CO INC

24,110

5.74

 

J.P. MORGAN SECURITIES LLC

33,398

7.95

 

TRUSTEES OF T ROWE PRICE

338,117

80.49(a)

 

U.S. RETIREMENT PROGRAM

 

 

LATIN AMERICA FUND

CHARLES SCHWAB & CO INC

1,473,230

5.47

 

NATIONAL FINANCIAL SERVICES

2,613,455

9.71

LATIN AMERICA FUND—I CLASS

ROBERT D AWALT

55,933

8.70

 

KATHERINE J AWALT JT TEN

 

 

 

TRUSTEES OF T ROWE PRICE

522,265

81.25(a)

 

U.S. RETIREMENT PROGRAM

 

 

LIMITED DURATION INFLATION

T ROWE PRICE ASSOCIATES

156,056,447

10.26

 FOCUSED BOND FUND

RETIREMENT INCOME PORTFOLIO

 

 

 

T ROWE PRICE ASSOCIATES

158,618,664

10.43

 

RETIREMENT PORTFOLIO 2010

 

 

 

T ROWE PRICE ASSOCIATES

203,518,137

13.38

 

RETIREMENT PORTFOLIO 2015

 

 

 

T ROWE PRICE ASSOCIATES

347,591,072

22.86

 

RETIREMENT PORTFOLIO 2015

 

 

 

T ROWE PRICE ASSOCIATES

160,800,295

10.57

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

99,439,612

6.54

 

RETIREMENT PORTFOLIO 2030

 

 

LIMITED DURATION INFLATION

T ROWE PRICE ASSOCIATES

10,427,985

5.49

FOCUSED BOND FUND—I CLASS

TARGET 2020 FUND

 

 

 

T ROWE PRICE ASSOCIATES

12,997,760

6.84

 

RETIREMENT BALANCED I FUND

 

 

 

T ROWE PRICE ASSOCIATES

15,736,989

8.28

 

RETIREMENT I 2010 FUND

 

 

 

T ROWE PRICE ASSOCIATES

23,913,915

12.59

 

RETIREMENT I 2015 FUND

 

 

 

T ROWE PRICE ASSOCIATES

50,159,761

26.40(c)

 

RETIREMENT I 2020 FUND

 

 

 

T ROWE PRICE ASSOCIATES

24,139,856

12.71

 

RETIREMENT I 2025 FUND

 

 

 

T ROWE PRICE ASSOCIATES

15,940,334

8.39

 

RETIREMENT I 2030 FUND

 

 

PAGE 86


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

LIMITED-TERM BOND PORTFOLIO

JPMORGAN CHASE BANK CUST FBO

8,876,769

9.75

 

INTELLIGENT VARIABLE ANNUITY

 

 

 

TIAA-CREF LIFE INSURANCE CO

CHARLOTTE NC 28262-8551

 

 

 

NATIONWIDE INSURANCE COMPANY

18,554,398

20.39

 

TRANSAMERICA PREMIER LIFE INSURANCE EM PRIVATE PLACEMENT

46,728,077

51.34(f)

LIMITED-TERM BOND PORTFOLIO—II

JEFFERSON NATIONAL LIFE INS CO

1,445,944

93.52(f)

MARYLAND SHORT-TERM TAX-FREE

CHARLES SCHWAB & CO INC

2,879,178

8.81

BOND FUND

PERSHING LLC

1,912,381

5.85

MARYLAND SHORT-TERM TAX-FREE BOND FUND—I CLASS

BANK OF NEW YORK MELLON N.A.

PITTSBURGH PA 15253-4005

721,411

17.41

 

JOHN D BESSON

1,019,970

24.61

 

KAREN S BESSON TEN ENT

 

 

MARYLAND TAX-FREE BOND FUND

CHARLES SCHWAB & CO INC

14,013,943

6.63

 

NATIONAL FINANCIAL SERVICES

14,012,744

6.63

MARYLAND TAX-FREE BOND FUND—

BANK OF NEW YORK MELLON N.A.

506,915

11.80

I CLASS

CHARLES SCHWAB & CO INC

333,058

7.75

 

NORMAN FREIDKIN

263,506

6.13

 

VANGUARD BROKERAGE SERVICES

VALLEY FORGE PA 19482-1170

272,164

6.33

MARYLAND TAX-FREE MONEY FUND

KEITH A. LEE

16,801,961

21.75

MARYLAND TAX-FREE MONEY FUND—

DAVID C TOLBERT

101,452

28.87(b)

I CLASS

DEBRA J TOLBERT JT TEN

 

 

 

T ROWE PRICE ASSOCIATES

250,000

71.13(c)

MID-CAP GROWTH FUND

CHARLES SCHWAB & CO INC

16,656,510

6.10

 

NATIONAL FINANCIAL SERVICES

33,947,659

12.43

 

T ROWE PRICE TRUST CO INC

32,554,317

11.92

MID-CAP GROWTH FUND—ADVISOR

NATIONAL FINANCIAL SERVICES

3,372,701

28.99(b)

 

RELIANCE TRUST COMPANY FBO

1,396,111

12.00

 

INSPER 401K

 

 

 

VOYA INSTITUTIONAL TRUST AS

1,910,913

16.43

 

TRUSTEE FOR THE ADP TOTALSOURCE

 

 

 

RETIREMENT SAVINGS PLAN

BRAINTREE MA 02184-8747

 

 

MID-CAP GROWTH FUND—I CLASS

CHARLES SCHWAB & CO INC

6,522,336

12.14

 

NATIONAL FINANCIAL SERVICES

9,556,572

17.79

 

STANDARD INSURANCE CO

PORTLAND OR 97204-1093

3,373,589

6.28

MID-CAP GROWTH FUND—R CLASS

AMERICAN UNITED LIFE

265,804

15.65

 

SEPARATE ACCOUNT II

 

 

 

NATIONWIDE TRUST CO FSB

227,642

13.40

 

SUNTRUST BANK

213,975

12.60

 

VOYA INSTITUTIONAL TRUST COMPANY

WINDSOR CT 06095-4774

92,589

5.45

 

VOYA RETIREMENT INS & ANNUITY CO

201,846

11.88

PAGE 87


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

MID-CAP GROWTH PORTFOLIO

C M LIFE INSURANCE CO

SPRINGFIELD MA 01111-0001

1,908,117

13.24

 

FARM BUREAU LIFE INS CO

857,740

5.95

 

M M L BAYSTATE LIFE INS CO

SPRINGFIELD MA 01111-0001

1,595,860

11.07

 

MASS MUTUAL LIFE INS CO

SPRINGFIELD MA 01111-0001

1,977,568

13.72

 

MODERN WOODMEN OF AMERICA

1,585,611

11.00

 

SECURITY BENEFIT LIFE INS CO

2,253,670

15.63

 

FBO T ROWE PRICE NO LOAD V A

 

 

 

TRANSAMERICA PREMIER LIFE INSURANCE

1,022,704

7.09

 

EM PRIVATE PLACEMENT

CEDAR RAPIDS IA 52499-2390

 

 

MID-CAP GROWTH PORTFOLIO—II

LINCOLN NATIONAL LIFE INS CO

193,994

11.21

 

SEPARATE ACCOUNT MUTUAL FUND

FORT WAYNE IN 46802-3506

 

 

 

NATIONWIDE INSURANCE COMPANY

894,994

51.70(f)

 

NATIONWIDE INSURANCE COMPANY

619,018

35.75(f)

MID-CAP INDEX FUND

T ROWE PRICE ASSOCIATES

475,000

100.00(c)

MID-CAP INDEX FUND—I CLASS

T ROWE PRICE ASSOCIATES

25,000

100.00(c)

MID-CAP VALUE FUND

NATIONAL FINANCIAL SERVICES

26,307,399

7.52

 

T ROWE PRICE ASSOCIATES

20,482,874

5.85

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

18,109,860

5.18

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

17,867,222

5.11

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

25,534,491

7.30

 

RETIREMENT PORTFOLIO 2030

 

 

 

T ROWE PRICE RPS INC

18,317,890

5.23

MID-CAP VALUE FUND—ADVISOR

NATIONAL FINANCIAL SERVICES

4,768,180

46.48(b)

CLASS

SUNTRUST BANK

521,306

5.08

MID-CAP VALUE FUND—I CLASS

EDWARD D JONES & CO

4,774,478

5.81

 

NATIONAL FINANCIAL SERVICES

12,239,805

14.90

 

STATE OF SOUTH CAROLINA TRUSTEE

5,492,312

6.69

 

FBO STATE OF SOUTH CAROLINA 401K

 

 

 

C/O FASCORE LLC

GREENWOOD VLG CO 80111-5002

 

 

MID-CAP VALUE FUND—R CLASS

NATIONWIDE TRUST CO FSB

1,562,981

23.49

 

STATE STREET BANK AND TRUST AS

2,880,636

43.28(b)

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

VOYA RETIREMENT INS & ANNUITY CO

411,853

6.19

MORTGAGE-BACKED SECURITIES

ALLEN & COMPANY

961,671

8.28

MULTI-SECTOR ACCOUNT PORTFOLIO

BALTIMORE EQUITABLE SOCIETY

789,819

6.80

 

CBE OF NEW BRUNSWICK

1,777,637

15.31

 

MORTGAGE BACKED SECURITIES MAP

 

 

 

GENERAL DYNAMICS CORP 401K

3,481,850

29.98(b)

 

PLAN MASTER TRUST CP

 

 

 

ILLINOIS STUDENT ASSISTANCE

1,485,721

12.79

 

COMMISSION

 

 

 

T ROWE PRICE ASSOCIATES

1,000,000

8.61

 

XCEL ENERGY INC.

2,115,995

18.22

MULTI-STRATEGY TOTAL RETURN FUND

T ROWE PRICE ASSOCIATES

4,975,000

100.00(c)

PAGE 88


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

MULTI-STRATEGY TOTAL RETURN—I CLASS

T ROWE PRICE ASSOCIATES

25,000

100.00(c)

NEW AMERICA GROWTH FUND

CHARLES SCHWAB & CO INC

7,905,639

10.67

 

NATIONAL FINANCIAL SERVICES

14,335,720

19.35

 

T ROWE PRICE TRUST CO INC

4,936,613

6.66

NEW AMERICA GROWTH FUND—

CHARLES SCHWAB & CO INC

518,387

8.11

ADVISOR CLASS

DCGT AS TTEE AND/OR CUST

328,286

5.14

 

FBO PLIC VARIOUS RETIREMENT PLANS

 

 

 

MATRIX TRUST COMPANY TRUSTEE FBO

356,387

5.58

 

VALLEY MEDICAL CENTER 403B

 

 

 

NATIONAL FINANCIAL SERVICES

1,339,454

20.96

 

FBO SANTA BARBARA COUNTY DCP

539,360

8.44

 

C/O FASCORE LLC

GREENWOOD VLG CO 80111-5002

 

 

 

VRSCO

1,231,289

19.27

 

FBO AIGFSB CUST TTEE FBO

 

 

 

WAKEMED RET SAV PLAN 403B

 

 

NEW AMERICA GROWTH FUND—

GREAT-WEST TRUST COMPANY LLC TTEE

590,656

5.38

I CLASS

RECORDKEEPING FOR LARGE BENEFIT PL

 

 

 

NATIONAL FINANCIAL SERVICES

4,491,287

40.91(b)

 

T ROWE PRICE RPS INC

742,905

6.77

NEW AMERICA GROWTH PORTFOLIO

FARM BUREAU LIFE INS CO

452,928

5.72

 

MODERN WOODMEN OF AMERICA

743,845

9.40

 

NATIONWIDE INSURANCE COMPANY

1,535,108

19.40

 

NATIONWIDE INSURANCE COMPANY

1,533,288

19.38

 

PARAGON LIFE INSURANCE CO

SAINT LOUIS MO 63128-3499

523,250

6.61

 

SECURITY BENEFIT LIFE INS CO

1,312,173

16.58

 

FBO T ROWE PRICE NO LOAD V A

 

 

NEW ASIA FUND

CHARLES SCHWAB & CO INC

9,185,301

6.39

 

NATIONAL FINANCIAL SERVICES

14,307,073

9.95

 

SPECTRUM INTERNATIONAL FUND

10,260,157

7.14

 

T ROWE PRICE ASSOCIATES

 

 

NEW ASIA FUND—I CLASS

CHARLES SCHWAB & CO INC

1,183,486

6.71

 

J.P. MORGAN SECURITIES LLC

8,333,422

47.23(b)

 

NATIONAL FINANCIAL SERVICES

1,420,357

8.05

 

TRUSTEES OF T ROWE PRICE

1,216,474

6.89

 

U.S. RETIREMENT PROGRAM

 

 

NEW ERA FUND

CHARLES SCHWAB & CO INC

5,469,949

8.28

 

NATIONAL FINANCIAL SERVICES

8,569,980

12.98

NEW ERA FUND—I CLASS

NATIONAL FINANCIAL SERVICES

17,993,283

43.46(b)

NEW HORIZONS FUND

NATIONAL FINANCIAL SERVICES

34,240,949

10.14

 

T ROWE PRICE TRUST CO INC

36,165,469

10.71

NEW HORIZONS FUND—I CLASS

NATIONAL FINANCIAL SERVICES

22,202,903

29.74(b)

 

T ROWE PRICE RPS INC

6,792,850

9.10

PAGE 89


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

NEW INCOME FUND

SPECTRUM INCOME FUND

161,836,655

6.49

 

T. ROWE PRICE ASSOCIATES

 

 

 

T ROWE PRICE ASSOCIATES

143,353,886

5.75

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

180,466,429

7.24

 

RETIREMENT PORTFOLIO 2015

 

 

 

T ROWE PRICE ASSOCIATES

448,095,778

17.98

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

339,719,476

13.63

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

342,763,130

13.76

 

RETIREMENT PORTFOLIO 2030

 

 

 

T ROWE PRICE ASSOCIATES

167,875,566

6.74

 

RETIREMENT PORTFOLIO 2035

 

 

NEW INCOME FUND—ADVISOR CLASS

JOHN HANCOCK TRUST COMPANY

285,883

5.44

 

MORGAN STANLEY SMITH BARNEY

316,713

6.02

 

NATIONAL FINANCIAL SERVICES

451,545

8.59

 

PERSHING LLC

776,250

14.76

 

STATE STREET BANK AND TRUST AS

265,044

5.04

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

WTRISC CO IRA OMNIBUS ACCT

1,212,804

23.06

NEW INCOME FUND—I CLASS

EDWARD D JONES & CO

88,763,164

11.73

 

J.P. MORGAN SECURITIES LLC

303,971,570

40.18(b)

 

T ROWE PRICE ASSOCIATES

65,059,479

8.60

 

RETIREMENT I 2020 FUND

 

 

 

T ROWE PRICE ASSOCIATES

51,071,932

6.75

 

RETIREMENT I 2025 FUND

 

 

 

T ROWE PRICE ASSOCIATES

53,956,339

7.13

 

RETIREMENT I 2030 FUND

 

 

NEW INCOME FUND—R CLASS

CAMILLE VANDEVANTER DDS PS TTEE

39,899

8.41

 

C/O FASCORE LLC

GREENWOOD VLG CO 80111-5002

 

 

 

EMJAY CORPORATION CUSTODIAN FBO

37,951

8.00

 

PLANS OF GREAT WEST FINANCIAL

GREENWOOD VLG CO 80111-5002

 

 

 

K CHADWICK K BLALOCK TTEES

36,741

7.75

 

FIERCE ISAKOWITZ & BLALOCK LLC

 

 

 

C/O FASCORE LLC

GREENWOOD VLG CO 80111-5002

 

 

 

NATIONWIDE TRUST CO FSB

38,029

8.02

 

STATE STREET BANK AND TRUST AS

146,114

30.81(b)

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

VRSCO

30,862

6.51

 

FBO AIGFSB CUST TTEE FBO

HOUSTON TX 77019-7117

 

 

NEW JERSEY TAX-FREE BOND FUND

NATIONAL FINANCIAL SERVICES

10,334,333

29.88(b)

NEW JERSEY TAX-FREE BOND FUND—

I CLASS

T ROWE PRICE ASSOCIATES

20,868

97.40(c)

NEW YORK TAX-FREE BOND FUND

NATIONAL FINANCIAL SERVICES

3,014,159

7.34

PAGE 90


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

NEW YORK TAX-FREE BOND FUND—

THE JOHN S D'ALIMONTE REV TRUST

103,207

13.97

I CLASS

MELVIN K SPIGELMAN JT TEN

86,437

11.70

 

JAMIE SCHUVAL JT TEN

366,588

49.63(b)

 

SEI PRIVATE TRUST COMPANY

92,544

12.53

NEW YORK TAX-FREE MONEY FUND

H MARK GLASBERG

9,468,127

16.56

 

PAULA D GLASBERG JT TEN T O D

 

 

NEW YORK TAX-FREE MONEY FUND—

T ROWE PRICE ASSOCIATES

250,000

100.00(c)

I CLASS

 

 

 

OVERSEAS STOCK FUND

T ROWE PRICE ASSOCIATES

129,436,868

13.67

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

112,600,406

11.89

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

111,691,287

11.80

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

158,844,654

16.78

 

RETIREMENT PORTFOLIO 2030

 

 

 

T ROWE PRICE ASSOCIATES

104,503,597

11.04

 

RETIREMENT PORTFOLIO 2035

 

 

 

T ROWE PRICE ASSOCIATES

72,098,978

7.62

 

RETIREMENT PORTFOLIO 2045

 

 

 

T ROWE PRICE ASSOCIATES

58,672,412

6.20

 

RETIREMENT PORTFOLIO 2050

 

 

OVERSEAS STOCK FUND—ADVISOR

GREAT-WEST TRUST COMPANY LLC FBO

35,453

7.75

CLASS

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

PERSHING LLC

58,695

12.83

 

SUNTRUST BANK

198,195

43.33(b)

 

T ROWE PRICE ASSOCIATES

26,316

5.75

 

TD AMERITRADE INC

24,144

5.28

 

TRUST COMPANY OF AMERICA

113,031

24.71

OVERSEAS STOCK FUND—I CLASS

EDWARD D JONES & CO

53,914,464

12.52

 

J.P. MORGAN SECURITIES LLC

74,512,902

17.30

 

NATIONAL FINANCIAL SERVICES

94,130,701

21.86

 

T ROWE PRICE ASSOCIATES

24,643,122

5.72

 

RETIREMENT I 2030 FUND

 

 

 

T ROWE PRICE ASSOCIATES

22,454,989

5.21

 

RETIREMENT I 2040 FUND

 

 

 

WELLS FARGO BANK NA FBO

27,792,844

6.45

PERSONAL STRATEGY BALANCED

NATIONAL FINANCIAL SERVICES

16,998,410

18.59

 

T ROWE PRICE TRUST CO INC

7,666,090

8.38

 

BALANCED

 

 

PERSONAL STRATEGY BALANCED

NATIONAL FINANCIAL SERVICES

3,390,921

45.70(b)

FUND—I CLASS

T ROWE PRICE RPS INC

491,846

6.63

PERSONAL STRATEGY BALANCED

FARM BUREAU LIFE INS CO

1,009,932

11.65

PORTFOLIO

MODERN WOODMEN OF AMERICA

1,409,007

16.25

 

NYLIAC

557,218

6.43

 

NYLIM CENTER

 

 

 

PARAGON LIFE INSURANCE CO

1,187,243

13.70

 

SECURITY BENEFIT LIFE INS CO

1,954,494

22.55

 

FBO T ROWE PRICE NO LOAD V A

 

 

PERSONAL STRATEGY GROWTH FUND

NATIONAL FINANCIAL SERVICES

8,997,078

14.67

 

NATIONWIDE TRUST COMPANY FSB

4,151,705

6.77

 

T ROWE PRICE TRUST CO INC

3,141,361

5.12

PAGE 91


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

PERSONAL STRATEGY GROWTH

JOHN HANCOCK TRUST COMPANY LLC

227,966

5.02

FUND—I CLASS

NATIONAL FINANCIAL SERVICES

1,675,835

36.91(b)

 

PERSHING LLC

455,904

10.04

PERSONAL STRATEGY INCOME FUND

NATIONAL FINANCIAL SERVICES

9,495,863

9.58

PERSONAL STRATEGY INCOME FUND—

NATIONAL FINANCIAL SERVICES

8,471,916

71.80(b)

I CLASS

  

 

QM GLOBAL EQUITY FUND

T ROWE PRICE ASSOCIATES

950,000

67.02(c)

QM GLOBAL EQUITY FUND—ADVISOR

T ROWE PRICE ASSOCIATES

25,000

100.00(c)

CLASS

 

 

 

QM GLOBAL EQUITY FUND—I CLASS

T ROWE PRICE ASSOCIATES

 

49.79(c)

 

TRUSTEES OF T ROWE PRICE

24,389

48.57(a)

 

U.S. RETIREMENT PROGRAM

 

 

QM U.S. SMALL & MID-CAP CORE

T ROWE PRICE ASSOCIATES

950,000

24.12

EQUITY FUND

TD AMERITRADE INC

359,707

9.13

QM U.S. SMALL & MID-CAP CORE

PERSHING LLC

5,718

14.71

EQUITY FUND—ADVISOR CLASS

T ROWE PRICE ASSOCIATES

25,000

64.31(c)

 

UMB BANK NA C/F

2,709

6.97

 

DANIEL R SAFRANEK SEPIRA

SMITHTOWN NY 11787-4124

 

 

 

UMB BANK NA C/F

3,373

8.68

 

RAYMOND J HENDERSON

PAWLING NY 12564-4205

 

 

QM U.S. SMALL & MID-CAP CORE

PERSHING LLC

5,657

10.30

EQUITY FUND—I CLASS

T ROWE PRICE ASSOCIATES

25,000

45.54(c)

 

TRUSTEES OF T ROWE PRICE

23,472

42.76(a)

 

U.S. RETIREMENT PROGRAM

 

 

QM U.S. SMALL-CAP GROWTH EQUITY

LPL FINANCIAL

6,654,928

5.26

 

MORGAN STANLEY SMITH BARNEY

16,552,042

13.09

 

NATIONAL FINANCIAL SERVICES

15,018,465

11.87

 

PERSHING LLC

11,208,192

8.86

 

UBS WM USA

6,608,608

5.23

 

WELLS FARGO CLEARING SERVICES LLC

6,995,511

5.53

QM U.S. SMALL-CAP GROWTH EQUITY

JOHN HANCOCK LIFE

121,496

15.54

FUND—ADVISOR CLASS

INSURANCE USA

 

 

 

LPL FINANCIAL

43,902

5.62

 

NATIONAL FINANCIAL SERVICES

183,779

23.51

 

UMB BANK CUSTODIAN

367,338

47.00(b)

 

SECURITY FINANCIAL RESOURCES

 

 

QM U.S. SMALL-CAP GROWTH EQUITY

CHARLES SCHWAB & CO INC

8,274,845

16.37

FUND—I CLASS

NATIONAL FINANCIAL SERVICES

8,778,331

17.37

 

PERSHING LLC

4,436,875

8.78

 

STATE STREET BANK AND TRUST COMPANY

10,279,199

20.34

 

AS TRUSTEE OF THE TRUST FOR THE NEW YORK STATE DC PLAN

QUINCY MA 02169-0938

 

 

QM U.S. VALUE EQUITY FUND

T ROWE PRICE ASSOCIATES

650,000

42.84(c)

QM U.S. VALUE EQUITY FUND—

T ROWE PRICE ASSOCIATES

25,000

100.00(c)

QM U.S. VALUE EQUITY FUND—

DONALD E HINES TRUST

4,007

7.24

I CLASS

T ROWE PRICE ASSOCIATES

25,000

45.14(c)

 

TRUSTEES OF T ROWE PRICE

23,331

42.12(a)

 

U.S. RETIREMENT PROGRAM

 

 

PAGE 92


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

REAL ASSETS FUND

T ROWE PRICE ASSOCIATES

30,717,058

13.35

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

27,140,972

11.79

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

26,828,598

11.66

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

37,604,380

16.34

 

RETIREMENT PORTFOLIO 2030

 

 

 

T ROWE PRICE ASSOCIATES

24,929,271

10.83

 

RETIREMENT PORTFOLIO 2035

 

 

 

T ROWE PRICE ASSOCIATES

16,867,727

7.33

 

RETIREMENT PORTFOLIO 2045

 

 

 

T ROWE PRICE ASSOCIATES

13,830,978

6.01

 

RETIREMENT PORTFOLIO 2050

 

 

REAL ASSETS FUND—I CLASS

BREAD & CO

5,116,454

10.22

 

LADYBUG & CO

2,693,490

5.38

 

LAKESIDE & CO

3,365,124

6.72

 

T ROWE PRICE ASSOCIATES

3,863,272

7.71

 

RETIREMENT I 2020 FUND

 

 

 

T ROWE PRICE ASSOCIATES

3,935,628

7.86

 

RETIREMENT I 2025 FUND

 

 

 

T ROWE PRICE ASSOCIATES

5,747,051

11.47

 

RETIREMENT I 2030 FUND

 

 

 

T ROWE PRICE ASSOCIATES

4,009,046

8.00

 

RETIREMENT I 2035 FUND

 

 

 

T ROWE PRICE ASSOCIATES

5,289,488

10.56

 

RETIREMENT I 2040 FUND

 

 

 

T ROWE PRICE ASSOCIATES

2,930,816

5.85

 

RETIREMENT I 2045 FUND

 

 

 

T ROWE PRICE ASSOCIATES

2,933,876

5.86

 

RETIREMENT I 2050 FUND

 

 

REAL ESTATE FUND

CHARLES SCHWAB & CO INC

7,227,265

5.16

 

NATIONAL FINANCIAL SERVICES

20,570,351

14.69

 

PERSHING LLC

25,987,585

18.55

 

WELLS FARGO CLEARING SERVICES LLC

15,832,608

11.30

REAL ESTATE FUND—ADVISOR CLASS

NATIONAL FINANCIAL SERVICES

849,651

11.93

 

RELIANCE TRUST COMPANY FBO

2,839,807

39.87(b)

 

INSPER 401K

 

 

REAL ESTATE FUND—I CLASS

WELLS FARGO BANK NA FBO

52,936,891

79.91(b)

RETIREMENT 2005 FUND

NATIONAL FINANCIAL SERVICES

19,843,313

18.32

 

T ROWE PRICE RPS INC

16,558,255

15.29

RETIREMENT 2005 FUND—ADVISOR

NATIONAL FINANCIAL SERVICES

1,621,619

24.80

 

TAYNIK & CO

BOSTON MA 02117-9130

356,193

5.45

 

WTRISC CO IRA OMNIBUS ACCT

WASHINGTON DC 20002-4239

1,259,267

19.26

RETIREMENT 2005 FUND—R CLASS

AXA EQUITABLE FOR SA NO 65

589,604

13.76

 

STATE STREET BANK AND TRUST AS

979,539

22.86

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

VOYA RETIREMENT INS & ANNUITY CO

954,505

22.28

RETIREMENT 2010 FUND

NATIONAL FINANCIAL SERVICES

34,026,929

15.13

 

T ROWE PRICE RPS INC

26,866,308

11.94

PAGE 93


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

RETIREMENT 2010 FUND—ADVISOR

NATIONAL FINANCIAL SERVICES

4,572,123

17.67

CLASS

TAYNIK & CO

2,458,373

9.50

RETIREMENT 2010 FUND—R CLASS

STATE STREET BANK AND TRUST AS

5,043,025

35.88(b)

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

SUNTRUST BANK

957,681

6.81

RETIREMENT 2015 FUND

NATIONAL FINANCIAL SERVICES

77,816,119

16.58

 

T ROWE PRICE RPS INC

88,009,289

18.75

RETIREMENT 2015 FUND—ADVISOR

NATIONAL FINANCIAL SERVICES

9,246,160

23.93

CLASS

RELIANCE TRUST COMPANY FBO

2,009,225

5.20

 

RETIREMENT PLANS SERVICED BY METLIFE

 

 

RETIREMENT 2015 FUND—R CLASS

AXA EQUITABLE FOR SA NO 65

1,881,372

7.20

 

STATE STREET BANK AND TRUST AS

7,828,351

29.95(b)

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

VOYA RETIREMENT INS & ANNUITY CO

3,436,839

13.15

RETIREMENT 2020 FUND

NATIONAL FINANCIAL SERVICES

179,631,802

21.83

 

T ROWE PRICE RPS INC

185,572,373

22.55

RETIREMENT 2020 FUND—ADVISOR

NATIONAL FINANCIAL SERVICES

23,540,374

20.83

CLASS

TAYNIK & CO

8,521,009

7.54

RETIREMENT 2020 FUND—R CLASS

STATE STREET BANK AND TRUST AS

26,028,396

35.83(b)

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

TAYNIK & CO

3,903,179

5.37

RETIREMENT 2025 FUND

NATIONAL FINANCIAL SERVICES

228,019,214

24.01

 

T ROWE PRICE RPS INC

257,285,342

27.09(a)

RETIREMENT 2025 FUND—ADVISOR

NATIONAL FINANCIAL SERVICES

24,839,776

24.85

CLASS

TAYNIK & CO

5,431,251

5.43

RETIREMENT 2025 FUND—R CLASS

AXA EQUITABLE FOR SA NO 65

5,753,909

7.58

 

STATE STREET BANK AND TRUST AS

25,704,760

33.86(b)

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

VOYA RETIREMENT INS & ANNUITY CO

9,370,694

12.34

RETIREMENT 2030 FUND

NATIONAL FINANCIAL SERVICES

180,182,641

23.48

 

T ROWE PRICE RPS INC

187,892,194

24.49

RETIREMENT 2030 FUND—ADVISOR

NATIONAL FINANCIAL SERVICES

24,039,980

20.73

CLASS

TAYNIK & CO

10,076,353

8.69

RETIREMENT 2030 FUND—R CLASS

STATE STREET BANK AND TRUST AS

34,201,654

40.71(b)

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

TAYNIK & CO

4,383,941

5.22

RETIREMENT 2035 FUND

NATIONAL FINANCIAL SERVICES

175,926,840

26.53(b)

 

T ROWE PRICE RPS INC

176,972,941

26.69(a)

RETIREMENT 2035 FUND—ADVISOR CLASS

NATIONAL FINANCIAL SERVICES

19,704,172

26.06(b)

RETIREMENT 2035 FUND—R CLASS

AXA EQUITABLE FOR SA NO 65

3,982,807

6.61

 

STATE STREET BANK AND TRUST AS

22,403,457

37.20(b)

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

VOYA RETIREMENT INS & ANNUITY CO

7,140,867

11.86

RETIREMENT 2040 FUND

NATIONAL FINANCIAL SERVICES

131,679,407

26.22(b)

 

T ROWE PRICE RPS INC

116,010,101

23.10

PAGE 94


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

RETIREMENT 2040 FUND—ADVISOR

NATIONAL FINANCIAL SERVICES

19,859,211

22.97

CLASS

TAYNIK & CO

7,489,936

8.66

RETIREMENT 2040 FUND—R CLASS

STATE STREET BANK AND TRUST AS

25,279,445

43.61(b)

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

TAYNIK & CO

2,979,714

5.14

RETIREMENT 2045 FUND

NATIONAL FINANCIAL SERVICES

124,433,969

29.46(b)

 

T ROWE PRICE RPS INC

111,512,896

26.41(a)

RETIREMENT 2045 FUND—ADVISOR

NATIONAL FINANCIAL SERVICES

14,987,193

27.52(b)

CLASS

RELIANCE TRUST COMPANY FBO

2,745,143

5.04

 

RETIREMENT PLANS SERVICED BY METLIFE

 

 

RETIREMENT 2045 FUND—R CLASS

AXA EQUITABLE FOR SA NO 65

2,429,001

5.49

 

STATE STREET BANK AND TRUST AS

17,361,403

39.27(b)

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

VOYA RETIREMENT INS & ANNUITY CO

5,167,616

11.69

RETIREMENT 2050 FUND

NATIONAL FINANCIAL SERVICES

117,198,492

31.39(b)

 

T ROWE PRICE RPS INC

83,486,217

22.36

RETIREMENT 2050 FUND—ADVISOR

NATIONAL FINANCIAL SERVICES

20,302,481

26.04(b)

CLASS

STATE STREET BANK AND TRUST AS

4,754,495

6.10

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

TAYNIK & CO

6,027,590

7.73

RETIREMENT 2050 FUND—R CLASS

STATE STREET BANK AND TRUST AS

24,450,470

44.79(b)

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

TAYNIK & CO

3,102,178

5.68

RETIREMENT 2055 FUND

NATIONAL FINANCIAL SERVICES

53,710,143

30.86(b)

 

T ROWE PRICE RPS INC

43,709,135

25.12(a)

RETIREMENT 2055 FUND—ADVISOR CLASS

NATIONAL FINANCIAL SERVICES

9,405,045

31.83(b)

RETIREMENT 2055 FUND—R CLASS

AXA EQUITABLE FOR SA NO 65

1,333,323

5.82

 

STATE STREET BANK AND TRUST AS

9,916,161

43.30(b)

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

VOYA RETIREMENT INS & ANNUITY CO

2,113,135

9.23

RETIREMENT 2060 FUND

NATIONAL FINANCIAL SERVICES

7,515,343

26.38(b)

 

T ROWE PRICE RPS INC

7,683,265

26.97(a)

RETIREMENT 2060 FUND—ADVISOR

DCGT AS TTEE AND/OR CUST

223,519

5.79

CLASS

FBO PLIC VARIOUS RETIREMENT PLANS

 

 

 

NATIONAL FINANCIAL SERVICES

1,141,951

29.60(b)

 

VALIC SEPARATE ACCOUNT A

HOUSTON TX 77009

201,107

5.21

RETIREMENT 2060 FUND—R CLASS

STATE STREET BANK AND TRUST AS

1,590,777

46.84(b)

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

VOYA RETIREMENT INS & ANNUITY CO

235,429

6.93

RETIREMENT BALANCED FUND

NATIONAL FINANCIAL SERVICES

12,994,876

9.52

 

T ROWE PRICE RPS INC

13,249,420

9.71

PAGE 95


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

RETIREMENT BALANCED FUND—

CHARLES SCHWAB & CO INC

717,017

5.15

ADVISOR CLASS

LINCOLN FINANCIAL GROUP TRUST CO

724,406

5.21

 

FBO ROLLOVER IRA PLANS

CONCORD NH 03301-3258

 

 

 

NATIONAL FINANCIAL SERVICES

2,068,893

14.87

 

STATE STREET BANK AND TRUST AS

1,128,682

8.11

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

TAYNIK & CO

1,476,945

10.62

RETIREMENT BALANCED FUND—R

PIMS/PRUDENTIAL RETIREMENT

2,596,216

17.28

CLASS

AS NOMINEE FOR THE TTEE/CUST PL

 

 

 

NEPC - TAFT HARTLEY IRONWORKERS

SALT LAKE CTY UT 84130-0124

 

 

 

STATE STREET BANK AND TRUST AS

5,972,384

39.76(b)

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

RETIREMENT I 2005 FUND—I CLASS

GREAT-WEST TRUST COMPANY LLC TTEE

793,482

5.39

 

RECORDKEEPING FOR LARGE BENEFIT PL

 

 

 

NATIONAL FINANCIAL SERVICES

7,729,174

52.50(b)

RETIREMENT I 2010 FUND—I CLASS

NATIONAL FINANCIAL SERVICES

13,361,946

32.40(b)

 

STATE STREET BANK & TRUST CO

3,429,476

8.32

 

AS CUSTODIAN FOR MML

 

 

 

FBO ITS CLIENTS

 

 

RETIREMENT I 2015 FUND—I CLASS

NATIONAL FINANCIAL SERVICES

35,082,064

44.38(b)

RETIREMENT I 2020 FUND—I CLASS

NATIONAL FINANCIAL SERVICES

108,229,139

40.65(b)

 

STATE STREET BANK & TRUST CO

19,773,626

7.43

 

AS CUSTODIAN FOR MML

 

 

 

FBO ITS CLIENTS

 

 

RETIREMENT I 2025 FUND—I CLASS

NATIONAL FINANCIAL SERVICES

112,038,717

47.75(b)

RETIREMENT I 2030 FUND—I CLASS

NATIONAL FINANCIAL SERVICES

119,995,275

39.51(b)

 

STATE STREET BANK & TRUST CO

27,778,648

9.15

 

AS CUSTODIAN FOR MML

 

 

 

FBO ITS CLIENTS

 

 

RETIREMENT I 2035 FUND—I CLASS

CHARLES SCHWAB & CO INC

10,098,090

5.37

 

NATIONAL FINANCIAL SERVICES

88,759,629

47.24(b)

 

STATE STREET BANK & TRUST CO

10,517,466

5.60

 

AS CUSTODIAN FOR MML

 

 

 

FBO ITS CLIENTS

 

 

RETIREMENT I 2040 FUND—I CLASS

NATIONAL FINANCIAL SERVICES

87,505,019

37.68(b)

 

STATE STREET BANK & TRUST CO

21,248,110

9.15

 

AS CUSTODIAN FOR MML

 

 

 

FBO ITS CLIENTS

 

 

RETIREMENT I 2045 FUND—I CLASS

CHARLES SCHWAB & CO INC

7,028,112

5.62

 

NATIONAL FINANCIAL SERVICES

58,366,357

46.65(b)

 

STATE STREET BANK & TRUST CO

8,841,647

7.07

 

AS CUSTODIAN FOR MML

 

 

 

FBO ITS CLIENTS

 

 

RETIREMENT I 2050 FUND—I CLASS

FIFTH THIRD BANK TR

10,040,195

8.02

 

FBO CINTAS PARTNERS PLAN

CINCINNATI OH 45202-3191

 

 

 

NATIONAL FINANCIAL SERVICES

48,234,133

38.55(b)

 

STATE STREET BANK & TRUST CO

11,928,887

9.53

 

AS CUSTODIAN FOR MML

 

 

 

FBO ITS CLIENTS

 

 

PAGE 96


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

RETIREMENT I 2055 FUND—I CLASS

NATIONAL FINANCIAL SERVICES

23,911,457

51.18(b)

 

STATE STREET BANK & TRUST CO

2,546,815

5.45

 

AS CUSTODIAN FOR MML

 

 

 

FBO ITS CLIENTS

 

 

RETIREMENT I 2060 FUND—I CLASS

NATIONAL FINANCIAL SERVICES

3,824,589

46.20(b)

SCIENCE & TECHNOLOGY FUND

T ROWE PRICE RPS INC

10,427,045

10.55

SCIENCE & TECHNOLOGY FUND—

JOHN HANCOCK LIFE

13,267,082

85.79(b)

ADVISOR CLASS

INSURANCE CO USA

 

 

SCIENCE & TECHNOLOGY FUND— I CLASS

CHARLES SCHWAB & CO INC

234,016

5.22

 

DCGT AS TTEE AND/OR CUST

265,945

5.93

 

FBO PLIC VARIOUS RETIREMENT PLANS

 

 

 

NAVID KAUSAR

234,145

5.22

 

T ROWE PRICE RPS INC

468,865

10.45

 

TRUSTEES OF T ROWE PRICE

1,615,579

36.00(a)

 

U.S. RETIREMENT PROGRAM

 

 

SHORT-TERM BOND FUND

MARYLAND COLLEGE INVESTMENT PLAN

62,086,283

6.80

 

PORTFOLIO 2018

 

 

 

SPECTRUM INCOME FUND

68,200,614

7.47

 

T. ROWE PRICE ASSOCIATES

 

 

 

T ROWE PRICE ASSOCIATES

83,828,229

9.18

SHORT-TERM BOND FUND—ADVISOR

CHARLES SCHWAB & CO INC

420,061

5.13

CLASS

NATIONAL FINANCIAL SERVICES

2,632,124

32.16(b)

 

PERSHING LLC

454,704

5.55

 

TD AMERITRADE INC

1,968,717

24.05

 

WELLS FARGO BANK NA FBO

1,036,100

12.66

SHORT-TERM BOND FUND—I CLASS

EDWARD D JONES & CO

16,243,117

10.92

 

NATIONAL FINANCIAL SERVICES

63,931,868

42.99(b)

 

T ROWE PRICE PROGRAM FOR

12,213,491

8.21

 

CHARITABLE GIVING GIFT

 

 

 

PRESERVATION POOL

OWINGS MILLS MD 21117-4903

 

 

SHORT-TERM FUND

JPMORGAN CHASE BANK AS AGENT

72,037,948

12.64

 

FOR INSTITUTIONAL FUNDS

NEWARK DE 19713-2105

 

 

 

STATE STREET BANK & TRUST CO AGENT

496,936,418

87.19(b)

 

FOR T ROWE INSTITUTIONAL FUNDS

 

 

SMALL-CAP INDEX FUND

T ROWE PRICE ASSOCIATES

 

100.00(c)

SMALL-CAP INDEX FUND—I CLASS

T ROWE PRICE ASSOCIATES

25,000

100.00(c)

SMALL-CAP STOCK FUND

NATIONAL FINANCIAL SERVICES

14,961,465

9.02

 

T ROWE PRICE ASSOCIATES

8,404,979

5.07

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

10,532,935

6.35

 

RETIREMENT PORTFOLIO 2030

 

 

 

T ROWE PRICE TRUST CO INC

9,714,416

5.86

 

TRPOTC FUND

 

 

SMALL-CAP STOCK FUND—ADVISOR

CHARLES SCHWAB & CO INC

270,499

6.55

CLASS

DCGT AS TTEE AND/OR CUST

220,268

5.34

 

FBO PLIC VARIOUS RETIREMENT PLANS

 

 

 

NATIONAL FINANCIAL SERVICES

1,264,000

30.63(b)

 

VANGUARD FIDUCIARY TRUST COMPANY

445,100

10.78

 

T ROWE PRICE ADVISOR CLASS FUNDS

VALLEY FORGE PA 19482-2900

 

 

 

WELLS FARGO BANK FBO

367,530

8.91

 

VARIOUS RETIREMENT PLANS

 

 

PAGE 97


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

SMALL-CAP STOCK FUND—I CLASS

CHARLES SCHWAB & CO INC

2,944,188

10.88

 

NATIONAL FINANCIAL SERVICES

4,402,888

16.27

 

T ROWE PRICE ASSOCIATES

1,644,331

6.08

 

RETIREMENT I 2030 FUND

 

 

 

T ROWE PRICE ASSOCIATES

1,507,436

5.57

 

RETIREMENT I 2040 FUND

 

 

SMALL-CAP VALUE FUND

NATIONAL FINANCIAL SERVICES

10,052,254

6.29

 

T ROWE PRICE ASSOCIATES

8,187,572

5.12

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

10,262,928

6.42

 

RETIREMENT PORTFOLIO 2030

 

 

 

T ROWE PRICE TRUST CO INC

10,125,842

6.34

SMALL-CAP VALUE FUND—ADVISOR

NATIONAL FINANCIAL SERVICES

1,466,860

8.81

CLASS

RAYMOND JAMES

13,548,655

81.36(b)

SMALL-CAP VALUE FUND—I CLASS

EDWARD D JONES & CO

5,999,000

19.50

 

T ROWE PRICE ASSOCIATES

1,575,095

5.12

 

RETIREMENT I 2030 FUND

 

 

 

T ROWE PRICE RPS INC

4,877,217

15.85

SPECTRUM INCOME FUND

MARYLAND COLLEGE INVESTMENT PLAN

26,915,632

5.01

 

PORTFOLIO 2021

 

 

 

MARYLAND COLLEGE INVESTMENT PLAN

29,716,276

5.53

 

PORTFOLIO 2024

 

 

 

T ROWE PRICE TRUST CO INC

35,467,932

6.60

SUMMIT MUNICIPAL INCOME FUND

EDWARD D JONES & CO

16,709,112

13.83

 

J.P. MORGAN SECURITIES LLC

13,438,803

11.12

 

RAYMOND JAMES

12,156,606

10.06

 

SAXON & CO

13,763,172

11.39

 

WELLS FARGO CLEARING SERVICES LLC

17,355,690

14.36

SUMMIT MUNICIPAL INCOME FUND—

LPL FINANCIAL

415,201

81.60(b)

ADVISOR CLASS

NATIONAL FINANCIAL SERVICES

73,588

14.46

SUMMIT MUNICIPAL INTERMEDIATE

CHARLES SCHWAB & CO INC

78,463,233

15.98

 

EDWARD D JONES & CO

41,787,660

8.51

 

J.P. MORGAN SECURITIES LLC

101,119,093

20.60

 

WELLS FARGO CLEARING SERVICES LLC

63,019,624

12.84

SUMMIT MUNICIPAL INTERMEDIATE

CHARLES SCHWAB & CO INC

329,661

51.45(b)

FUND—ADVISOR CLASS

CITBANCO A PARTNERSHIP

STORM LAKE IA 50588-1227

74,150

11.57

 

NATIONAL FINANCIAL SERVICES

180,499

28.17(b)

SUMMIT MUNICIPAL MONEY MARKET FUND

JAMES S. RIEPE

15,673,450

12.12

TARGET 2005 FUND—ADVISOR CLASS

NATIONAL FINANCIAL SERVICES

78,633

61.27(b)

 

RELIANCE TRUST CO TTEE ADP

23,571

18.37

 

ACCESS LARGE MARKET 401K

ATLANTA GA 30328-5620

 

 

 

T ROWE PRICE ASSOCIATES

25,000

19.48

TARGET 2005 FUND—I CLASS

T ROWE PRICE ASSOCIATES

24,582

19.70

 

T ROWE PRICE TRUST CO INC

91,581

73.38(e)

 

CUST FOR THE ROLLOVER IRA OF

 

 

 

CHRISTOPHER R BURNHAM

 

 

TARGET 2010 FUND—ADVISOR CLASS

FIIOC AS AGENT FBO

30,917

6.41

 

INTERNATIONAL YOUTH FOUNDATION

 

 

 

NATIONAL FINANCIAL SERVICES

296,291

61.43(b)

 

RELIANCE TRUST CO TTEE ADP

154,655

32.06(b)

 

ACCESS LARGE MARKET 401K

 

 

PAGE 98


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

TARGET 2010 FUND—I CLASS

GREAT-WEST TRUST COMPANY LLC FBO

26,773

7.64

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

REBECCA L. BESSON

273,748

78.09(b)

 

STUART B COOPER TEN ENT

 

 

 

T ROWE PRICE ASSOCIATES

24,390

6.96

TARGET 2015 FUND

T ROWE PRICE RPS INC

992,061

6.59

TARGET 2015 FUND—ADVISOR CLASS

GREAT WEST TRUST CO LLC

130,445

25.00(b)

 

FBO RECORDKEEPING FOR VARIOUS

 

 

 

BENEFIT PL OMNIPUTNAM

 

 

 

GREAT-WEST TRUST COMPANY LLC FBO

68,730

13.17

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

NATIONAL FINANCIAL SERVICES

201,333

38.59(b)

 

STATE STREET BANK AND TRUST AS

43,898

8.41

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

WELLS FARGO BANK FBO

42,300

8.11

 

VARIOUS RETIREMENT PLANS

 

 

TARGET 2015 FUND—I CLASS

GREAT-WEST TRUST COMPANY LLC FBO

92,501

10.43

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

NATIONAL FINANCIAL SERVICES

67,511

7.61

 

T ROWE PRICE TRUST CO INC

115,747

13.05

 

CUST FOR THE ROLLOVER IRA OF

 

 

 

ALBERT K MONAGAN JR

 

 

 

T ROWE PRICE TRUST CO INC

95,316

10.75

 

CUST FOR THE ROLLOVER IRA OF

 

 

 

DAVID L HINTZ

 

 

 

T ROWE PRICE TRUST CO INC

105,898

11.94

 

CUST FOR THE ROLLOVER IRA OF

 

 

 

DENNIS W CULLEN

 

 

 

T ROWE PRICE TRUST CO INC

89,450

10.09

 

CUST FOR THE ROLLOVER IRA OF

 

 

 

LINDA M RIDDELL

 

 

 

T ROWE PRICE TRUST CO INC

95,082

10.72

 

CUST FOR THE ROLLOVER IRA OF

 

 

 

ROBERT A CRIDER

 

 

 

T ROWE PRICE TRUST CO INC

100,822

11.37

 

CUST FOR THE ROLLOVER IRA OF

 

 

 

ROLLIN G SEARS

 

 

TARGET 2020 FUND

NATIONAL FINANCIAL SERVICES

1,649,023

8.56

 

T ROWE PRICE RPS INC

2,588,056

13.44

TARGET 2020 FUND—ADVISOR CLASS

GREAT WEST TRUST CO LLC

156,580

7.18

 

FBO RECORDKEEPING FOR VARIOUS

 

 

 

GREAT-WEST TRUST COMPANY LLC FBO

297,830

13.65

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

NATIONAL FINANCIAL SERVICES

642,669

29.46(b)

 

RELIANCE TRUST CO TTEE ADP

851,294

39.02(b)

 

ACCESS LARGE MARKET 401K

 

 

PAGE 99


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

TARGET 2020 FUND—I CLASS

GREAT-WEST TRUST COMPANY LLC FBO

256,084

16.16

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

NATIONAL FINANCIAL SERVICES

281,082

17.73

 

SANDRA L KRISZTAL AGENT

118,971

7.51

 

TRP/ POA

 

 

 

T ROWE PRICE CO CUST FOR THE

 

 

 

ROLLOVER IRA OF RUBEN J KRISZTAL

LEAWOOD KS 66209-1048

 

 

 

T ROWE PRICE TRUST CO INC

99,238

6.26

 

CUST FOR THE ROLLOVER IRA OF

 

 

 

DOUGLAS J CROCKETT

 

 

 

T ROWE PRICE TRUST CO INC

196,669

12.41

 

CUST FOR THE ROLLOVER IRA OF

 

 

 

DWIGHT T COLES

 

 

 

T ROWE PRICE TRUST CO INC

106,255

6.70

 

CUST FOR THE ROLLOVER IRA OF

 

 

 

KEITH EDICK

 

 

 

T ROWE PRICE TRUST CO INC

115,542

7.29

 

CUST FOR THE ROLLOVER IRA OF

 

 

 

ROBERT T ERRINGTON

 

 

TARGET 2025 FUND

NATIONAL FINANCIAL SERVICES

1,217,505

6.96

 

T ROWE PRICE RPS INC

3,227,162

18.45

 

WELLS FARGO BANK FBO

1,407,811

8.05

 

VARIOUS RETIREMENT PLANS

 

 

TARGET 2025 FUND—ADVISOR CLASS

GREAT WEST TRUST CO LLC

342,574

28.69(b)

 

FBO RECORDKEEPING FOR VARIOUS

 

 

 

GREAT-WEST TRUST COMPANY LLC FBO

204,004

17.09

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

NATIONAL FINANCIAL SERVICES

403,045

33.76(b)

 

RELIANCE TRUST CO TTEE ADP

102,528

8.59

 

ACCESS LARGE MARKET 401K

 

 

 

STATE STREET BANK AND TRUST AS

95,114

7.97

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

TARGET 2025 FUND—I CLASS

CHARLES SCHWAB & CO INC

291,032

26.47(b)

 

GREAT-WEST TRUST COMPANY LLC FBO

208,557

18.97

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

NATIONAL FINANCIAL SERVICES

90,800

8.26

 

NONAB & CO

62,641

5.70

 

E H KLECKNER, INC PS 401(K) PLAN

WELLSBORO PA 16901-1517

 

 

 

NONAB & CO

54,953

5.00

 

FBO STROBELS SUPPLY, INC 401(K) PSP

 

 

 

NONAB & CO

61,272

5.57

 

FBO WEST MILTON STATE BANK 401(K)

 

 

TARGET 2030 FUND

NATIONAL FINANCIAL SERVICES

2,608,011

16.23

 

T ROWE PRICE RPS INC

4,230,950

26.32(a)

TARGET 2030 FUND—ADVISOR CLASS

FIIOC AS AGENT FBO

301,409

12.44

 

INTERNATIONAL YOUTH FOUNDATION

 

 

 

GREAT WEST TRUST CO LLC

235,379

9.72

 

FBO RECORDKEEPING FOR VARIOUS

 

 

 

NATIONAL FINANCIAL SERVICES

907,099

37.45(b)

 

RELIANCE TRUST CO TTEE ADP

819,021

33.81(b)

 

ACCESS LARGE MARKET 401K

 

 

PAGE 100


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

TARGET 2030 FUND—I CLASS

ASCENSUS TRUST COMPANY FBO

60,243

6.17

 

HRM ENTERPRISES INC 401(K) PLAN

 

 

 

CHARLES SCHWAB & CO INC

52,467

5.37

 

GREAT-WEST TRUST COMPANY LLC FBO

104,147

10.67

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

MATRIX TRUST COMPANY TRUSTEE FBO

234,575

24.03

 

CHRISTIAN APPALACHIAN PROJECT INC

 

 

 

NATIONAL FINANCIAL SERVICES

85,602

8.77

 

T ROWE PRICE TRUST CO INC

108,361

11.10

 

CUST FOR THE ROLLOVER IRA OF

 

 

 

GARRETT COLMORGEN

 

 

TARGET 2035 FUND

NATIONAL FINANCIAL SERVICES

1,319,052

12.74

 

T ROWE PRICE RPS INC

3,042,174

29.38(a)

 

WELLS FARGO BANK FBO

893,541

8.63

 

VARIOUS RETIREMENT PLANS

 

 

TARGET 2035 FUND—ADVISOR CLASS

GREAT WEST TRUST CO LLC

188,080

18.79

 

FBO RECORDKEEPING FOR VARIOUS

 

 

 

GREAT-WEST TRUST COMPANY LLC FBO

136,936

13.68

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

NATIONAL FINANCIAL SERVICES

581,014

58.03(b)

 

STATE STREET BANK AND TRUST AS

57,045

5.70

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

TARGET 2035 FUND—I CLASS

CHARLES SCHWAB & CO INC

234,007

28.19(b)

 

GREAT-WEST TRUST COMPANY LLC FBO

253,739

30.57(b)

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

NATIONAL FINANCIAL SERVICES

98,892

11.91

TARGET 2040 FUND

NATIONAL FINANCIAL SERVICES

1,362,870

15.94

 

T ROWE PRICE RPS INC

2,438,808

28.53(a)

 

WELLS FARGO BANK FBO

556,295

6.51

 

VARIOUS RETIREMENT PLANS

 

 

TARGET 2040 FUND—ADVISOR CLASS

FIIOC AS AGENT FBO

69,213

7.07

 

INTERNATIONAL YOUTH FOUNDATION

 

 

 

GREAT WEST TRUST CO LLC

153,068

15.64

 

FBO RECORDKEEPING FOR VARIOUS

 

 

 

NATIONAL FINANCIAL SERVICES

689,531

70.47(b)

TARGET 2040 FUND—I CLASS

ASCENSUS TRUST COMPANY FBO

91,479

14.16

 

HRM ENTERPRISES INC 401(K) PLAN

 

 

 

GREAT-WEST TRUST COMPANY LLC FBO

273,307

42.30(b)

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

MATRIX TRUST COMPANY TRUSTEE FBO

39,107

6.05

 

CHRISTIAN APPALACHIAN PROJECT INC

 

 

 

NATIONAL FINANCIAL SERVICES

60,170

9.31

TARGET 2045 FUND

NATIONAL FINANCIAL SERVICES

753,478

13.42

 

T ROWE PRICE RPS INC

1,734,243

30.88(a)

 

WELLS FARGO BANK FBO

449,648

8.01

 

VARIOUS RETIREMENT PLANS

 

 

TARGET 2045 FUND—ADVISOR CLASS

GREAT WEST TRUST CO LLC

85,126

12.08

 

FBO RECORDKEEPING FOR VARIOUS

 

 

 

GREAT-WEST TRUST COMPANY LLC FBO

57,078

8.10

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

NATIONAL FINANCIAL SERVICES

500,920

71.09(b)

PAGE 101


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

TARGET 2045 FUND—I CLASS

CHARLES SCHWAB & CO INC

219,489

34.15(b)

 

GREAT-WEST TRUST COMPANY LLC FBO

288,646

44.91(b)

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

NATIONAL FINANCIAL SERVICES

37,560

5.84

TARGET 2050 FUND

NATIONAL FINANCIAL SERVICES

868,888

21.11

 

T ROWE PRICE RPS INC

916,549

22.27

TARGET 2050 FUND—ADVISOR CLASS

FIIOC AS AGENT FBO

78,456

13.50

 

INTERNATIONAL YOUTH FOUNDATION

 

 

 

GREAT WEST TRUST CO LLC

54,589

9.39

 

FBO RECORDKEEPING FOR VARIOUS

 

 

 

NATIONAL FINANCIAL SERVICES

357,072

61.44(b)

 

WELLS FARGO BANK FBO

37,694

6.49

 

VARIOUS RETIREMENT PLANS

 

 

TARGET 2050 FUND—I CLASS

ASCENSUS TRUST COMPANY FBO

35,089

6.36

 

HRM ENTERPRISES INC 401(K) PLAN

 

 

 

GREAT-WEST TRUST COMPANY LLC FBO

297,373

53.87(b)

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

MATRIX TRUST COMPANY TRUSTEE FBO

37,981

6.88

 

CHRISTIAN APPALACHIAN PROJECT INC

 

 

 

NATIONAL FINANCIAL SERVICES

89,306

16.18

TARGET 2055 FUND

GREAT-WEST TRUST COMPANY LLC TTEE

115,207

5.15

 

CRAIG HOSPITAL BASIC & SUPPLMNTL

 

 

 

C/O FASCORE LLC

 

 

 

NATIONAL FINANCIAL SERVICES

325,938

14.58

 

T ROWE PRICE RPS INC

533,802

23.88

 

WELLS FARGO BANK FBO

128,983

5.77

 

VARIOUS RETIREMENT PLANS

 

 

TARGET 2055 FUND—ADVISOR CLASS

GREAT WEST TRUST CO LLC

20,950

6.00

 

FBO RECORDKEEPING FOR VARIOUS

 

 

 

GREAT-WEST TRUST COMPANY LLC FBO

33,371

9.55

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

NATIONAL FINANCIAL SERVICES

259,650

74.33(b)

TARGET 2055 FUND—I CLASS

CHARLES SCHWAB & CO INC

67,160

22.42

 

GREAT-WEST TRUST COMPANY LLC FBO

165,327

55.19(b)

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

NATIONAL FINANCIAL SERVICES

19,407

6.48

TARGET 2060 FUND

CHARLES SCHWAB & CO INC

61,633

6.22

 

NATIONAL FINANCIAL SERVICES

79,170

7.99

 

STATE STREET BANK AND TRUST AS

56,989

5.75

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

T ROWE PRICE RPS INC

74,301

7.50

TARGET 2060 FUND—ADVISOR CLASS

MATRIX TRUST COMPANY TRUSTEE FBO

8,977

9.13

 

UI LABS 401(K) PLAN

 

 

 

NATIONAL FINANCIAL SERVICES

26,497

26.95(b)

 

RELIANCE TRUST CO TTEE ADP

8,721

8.87

 

ACCESS LARGE MARKET 401K

 

 

 

STATE STREET BANK AND TRUST AS

11,318

11.51

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

T ROWE PRICE ASSOCIATES

25,000

25.43(c)

PAGE 102


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

TARGET 2060 FUND—I CLASS

GREAT-WEST TRUST COMPANY LLC FBO

14,757

23.42

 

EMPLOYEE BENEFITS CLIENTS 401K

 

 

 

NATIONAL FINANCIAL SERVICES

5,649

8.96

 

T ROWE PRICE ASSOCIATES

27,902

44.27(c)

TAX-EFFICIENT EQUITY FUND—I CLASS

GAIL D BUCKNER

176,110

87.15(b)

 

TED I DUNLAP

16,523

8.18

 

CONNIE R DUNLAP JT TEN

 

 

TAX-EXEMPT MONEY FUND—I CLASS

DAVID MASON

4,471,088

62.26(b)

 

DORIS IRENE MASON JT TEN

 

 

 

KENT G SHENG

1,102,744

15.36

 

ROBERT B OTT

1,357,697

18.91

 

PAULA S OTT JT TEN

 

 

TAX-FREE HIGH YIELD FUND

CHARLES SCHWAB & CO INC

30,164,552

9.24

 

GOLDMAN SACHS & CO

SALT LAKE CITY UT 84101-2199

50,631,031

15.50

 

NATIONAL FINANCIAL SERVICES

28,440,967

8.71

 

PERSHING LLC

20,824,337

6.38

TAX-FREE HIGH YIELD FUND—ADVISOR

NATIONAL FINANCIAL SERVICES

90,241,466

99.06(b)

CLASS

  

 

TAX-FREE HIGH YIELD FUND—I CLASS

BNYH FIXED INCOME LLC

2,067,350

5.13

 

EDWARD D JONES & CO

16,648,397

41.32(b)

 

J.P. MORGAN SECURITIES LLC

5,005,177

12.42

 

MORI & CO

KANSAS CITY MO 64106-1802

7,294,909

18.11

 

SEI PRIVATE TRUST COMPANY

2,292,774

5.69

TAX-FREE INCOME FUND

NATIONAL FINANCIAL SERVICES

15,446,304

8.10

TAX-FREE INCOME FUND—ADVISOR CLASS

NATIONAL FINANCIAL SERVICES

57,318,910

93.86(b)

TAX-FREE INCOME FUND—I CLASS

J.P. MORGAN SECURITIES LLC

4,233,686

24.07

 

SEI PRIVATE TRUST COMPANY

3,040,153

17.28

 

SEI PRIVATE TRUST COMPANY

7,076,063

40.23(b)

TAX-FREE SHORT-INTERMEDIATE FUND

CHARLES SCHWAB & CO INC

45,699,503

13.97

 

NATIONAL FINANCIAL SERVICES

29,084,045

8.89

 

T ROWE PRICE ASSOCIATES

34,412,351

10.52

 

WELLS FARGO CLEARING SERVICES LLC

42,840,943

13.10

TAX-FREE SHORT-INTERMEDIATE

2012 JOSEPH A MCKINNEY JR

175,078

12.35

FUND—ADVISOR CLASS

LIVING TRUST

GREENSBORO NC 27401-2767

 

 

 

CHARLES SCHWAB & CO INC

190,384

13.43

 

NATIONAL FINANCIAL SERVICES

751,990

53.05(b)

 

PERSHING LLC

100,562

7.09

 

RAYMOND JAMES

92,125

6.50

TAX-FREE SHORT-INTERMEDIATE FUND

CHARLES SCHWAB & CO INC

3,594,650

9.82

—I CLASS

EDWARD D JONES & CO

2,238,339

6.11

 

PERSHING LLC

3,795,348

10.36

 

TD AMERITRADE INC

10,209,199

27.88(b)

TOTAL EQUITY MARKET INDEX FUND

EDUCATION TRUST OF ALASKA

5,804,464

10.09

 

TOTAL EQUITY MARKET INDEX PORTFOLIO

BALTIMORE MD 21202-1009

 

 

 

MARYLAND COLLEGE INVESTMENT PLAN

5,885,923

10.23

 

GLOBAL EQUITY MARKET INDEX

 

 

TOTAL RETURN FUND

T ROWE PRICE ASSOCIATES

2,450,000

64.50(c)

TOTAL RETURN FUND—ADVISOR

CLASS

T ROWE PRICE ASSOCIATES

25,000

100.00(c)

PAGE 103


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

TOTAL RETURN FUND—I CLASS

T ROWE PRICE ASSOCIATES

25,000

38.11(c)

 

TRUSTEES OF T ROWE PRICE

40,601

61.89(a)

 

U.S. RETIREMENT PROGRAM

 

 

TREASURY RESERVE FUND

BARNACLESAIL

BALTIMORE MD 21202-1009

1,583,098,533

39.79(d)

 

BRIDGESAIL & CO

BALTIMORE MD 21202-1009

496,665,459

12.48

 

MILDSHIP & CO

BALTIMORE MD 21202-1009

587,549,705

14.77

 

T ROWE PRICE

240,275,167

6.04

 

RETIREMENT PLAN SERVICE INC

OWINGS MILLS MD 21117-4903

 

 

U.S. BOND ENHANCED INDEX FUND

EDUCATION TRUST OF ALASKA

6,740,544

9.42

 

ACT PORTFOLIO

 

 

 

NATIONAL FINANCIAL SERVICES

7,798,654

10.90

U.S. HIGH YIELD FUND

TD AMERITRADE INC

1,084,042

14.32

U.S. HIGH YIELD FUND—ADVISOR

CHARLES SCHWAB & CO INC

56,014

5.02

CLASS

MORGAN STANLEY SMITH BARNEY

167,703

15.03

 

NATIONAL FINANCIAL SERVICES

696,672

62.44(b)

U.S. HIGH YIELD FUND—I CLASS

MORGAN STANLEY SMITH BARNEY

1,043,563

25.83(b)

 

T ROWE PRICE ASSOCIATES

2,147,205

53.14(c)

 

UBS WM USA

273,748

6.78

U.S. LARGE-CAP CORE FUND

CHARLES SCHWAB & CO INC

1,445,239

6.86

 

NATIONAL FINANCIAL SERVICES

3,867,134

18.35

 

PERSHING LLC

1,735,131

8.23

U.S. LARGE-CAP CORE FUND—

CHARLES SCHWAB & CO INC

81,497

10.03

ADVISOR CLASS

LPL FINANCIAL

116,069

14.28

 

NATIONAL FINANCIAL SERVICES

182,681

22.48

 

PERSHING LLC

145,527

17.91

 

STATE STREET BANK AND TRUST AS

55,473

6.83

 

TRUSTEE AND/OR CUSTODIAN

 

 

 

FBO ADP ACCESS PRODUCT

 

 

 

TD AMERITRADE INC

87,303

10.74

U.S. LARGE-CAP CORE FUND—I CLASS

MARIL & CO FBO 61

GREEN BAY WI 54304-5280

194,753

22.38

 

MITRA & CO FBO 61

GREEN BAY WI 54304-5280

72,685

8.35

 

TRUSTEES OF T ROWE PRICE

169,364

19.46

 

U.S. RETIREMENT PROGRAM

 

 

 

VALLEE & CO FBO 61

GREEN BAY WI 54304-5280

355,266

40.82(b)

U.S. TREASURY INTERMEDIATE FUND

MLPF&S FOR THE SOLE BENEFIT OF

11,865,475

14.94

 

ITS CUSTOMERS

 

 

 

SPECTRUM INCOME FUND

10,858,051

13.67

 

T. ROWE PRICE ASSOCIATES

 

 

U.S. TREASURY INTERMEDIATE FUND—

CHARLES SCHWAB & CO INC

45,396

5.29

I CLASS

THE DEAN A AND CYNTHIA A FOATE

188,374

21.96

 

LIVING TRUST

 

 

 

JAMES C COLLINS

237,484

27.69(b)

 

JOANNE A ERNST JT TEN

 

 

 

T ROWE PRICE ASSOCIATES

43,403

5.06

 

TRUSTEES OF T ROWE PRICE

343,017

39.99(a)

 

U.S. RETIREMENT PROGRAM

 

 

PAGE 104


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

U.S. TREASURY LONG-TERM FUND

SPECTRUM INCOME FUND

20,481,758

6.44

 

T. ROWE PRICE ASSOCIATES

 

 

 

T ROWE PRICE ASSOCIATES

28,526,097

8.97

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

19,928,485

6.27

 

RETIREMENT PORTFOLIO 2015

 

 

 

T ROWE PRICE ASSOCIATES

54,621,467

17.18

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

45,321,062

14.26

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

51,034,232

16.06

 

RETIREMENT PORTFOLIO 2030

 

 

 

T ROWE PRICE ASSOCIATES

28,331,399

8.91

 

RETIREMENT PORTFOLIO 2035

 

 

U.S. TREASURY LONG-TERM FUND—

LADYBUG & CO

3,760,688

6.64

I CLASS

LAKESIDE & CO

2,995,383

5.29

 

T ROWE PRICE ASSOCIATES

7,901,024

13.95

 

RETIREMENT I 2020 FUND

 

 

 

T ROWE PRICE ASSOCIATES

6,794,736

12.00

 

RETIREMENT I 2025 FUND

 

 

 

T ROWE PRICE ASSOCIATES

7,980,862

14.09

 

RETIREMENT I 2030 FUND

 

 

 

T ROWE PRICE ASSOCIATES

4,620,470

8.16

 

RETIREMENT I 2035 FUND

 

 

 

T ROWE PRICE ASSOCIATES

5,015,411

8.86

 

RETIREMENT I 2040 FUND

 

 

ULTRA SHORT-TERM BOND FUND

CHARLES SCHWAB & CO INC

7,870,371

8.01

 

T ROWE PRICE ASSOCIATES

24,721,121

25.17(c)

ULTRA SHORT-TERM BOND FUND—

INVESTMENT COMPANY INSTITUTE

601,324

6.29

I CLASS

KIRK A HASSINGER

500,541

5.24

 

SANDRA R HASSINGER JT TEN

 

 

 

PERSHING LLC

3,516,404

36.78(b)

 

RUDDERFLAG & CO

BALTIMORE MD 21202-1009

4,033,865

42.19(b)

VALUE FUND

T ROWE PRICE ASSOCIATES

83,370,303

14.77

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

37,471,809

6.64

 

RETIREMENT PORTFOLIO 2020

 

 

 

T ROWE PRICE ASSOCIATES

50,367,950

8.93

 

RETIREMENT PORTFOLIO 2025

 

 

 

T ROWE PRICE ASSOCIATES

85,557,566

15.16

 

RETIREMENT PORTFOLIO 2030

 

 

 

T ROWE PRICE ASSOCIATES

62,411,688

11.06

 

RETIREMENT PORTFOLIO 2035

 

 

 

T ROWE PRICE ASSOCIATES

83,370,303

14.77

 

RETIREMENT PORTFOLIO 2040

 

 

 

T ROWE PRICE ASSOCIATES

47,726,659

8.46

 

RETIREMENT PORTFOLIO 2045

 

 

 

T ROWE PRICE ASSOCIATES

38,997,255

6.91

 

RETIREMENT PORTFOLIO 2050

 

 

VALUE FUND—ADVISOR CLASS

MORGAN STANLEY SMITH BARNEY

1,733,665

14.61

 

NATIONAL FINANCIAL SERVICES

3,735,302

31.47(b)

 

TAYNIK & CO

631,500

5.32

 

VOYA RETIREMENT INS & ANNUITY CO

1,036,710

8.73

PAGE 105


    

Principal Holders of Fund Shares

FUND

SHAREHOLDER

SHARES

%

VALUE FUND—I CLASS

T ROWE PRICE ASSOCIATES

7,554,436

6.83

 

RETIREMENT I 2025 FUND

 

 

 

T ROWE PRICE ASSOCIATES

13,392,945

12.11

 

RETIREMENT I 2030 FUND

 

 

 

T ROWE PRICE ASSOCIATES

10,220,594

9.24

 

RETIREMENT I 2035 FUND

 

 

 

T ROWE PRICE ASSOCIATES

14,641,196

13.24

 

RETIREMENT I 2040 FUND

 

 

 

T ROWE PRICE ASSOCIATES

8,399,754

7.59

 

RETIREMENT I 2045 FUND

 

 

 

T ROWE PRICE ASSOCIATES

8,401,658

7.60

 

RETIREMENT I 2050 FUND

 

 

VIRGINIA TAX-FREE BOND FUND

CHARLES SCHWAB & CO INC

7,898,292

7.68

 

NATIONAL FINANCIAL SERVICES

10,391,659

10.10

VIRGINIA TAX-FREE BOND FUND—

DAVID M LANSER OR

240,937

13.11

I CLASS

ANDREE W LANSER TRUSTS

 

 

 

HEIDI K STEWART

181,930

9.90

 

RICHARD W STEWART TRS

 

 

 

HEIDI K STEWART REVOCABLE TRUST

 

 

 

MARJORIE Y VOKEL REV LIV TRUST

136,795

7.45

 

WELLS FARGO BANK NA FBO

911,231

49.60(b)

  

(a)

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

(b)

At the level of ownership indicated, the shareholder may be able to determine the outcome of any matters affecting a fund or one of its classes that are submitted to shareholders for vote.

(c)

T. Rowe Price Associates, Inc. is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. Shares owned by T. Rowe Price Associates, Inc. may represent discretionary investments and/or a contribution to the fund at its inception that provided the fund with sufficient capital to invest in accordance with its investment program. At the level of ownership indicated, T. Rowe Price Associates, Inc. may be able to determine the outcome of most issues that were submitted to shareholders for vote.

(d)

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

(e)

T. Rowe Price Trust Company is a wholly owned subsidiary of T. Rowe Price Associates, Inc., which is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. T. Rowe Price Trust Company is not the beneficial owner of these shares. Such shares are held of record by T. Rowe Price Trust Company and are normally voted by various retirement plans and retirement plan participants.

(f)

At the level of ownership indicated, the shareholder may be able to determine the outcome of any matters that are submitted to shareholders for vote.

(g)

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

PAGE 106


INFORMATION ABOUT INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

The Joint Audit Committee has selected PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as the independent registered public accounting firm for the T. Rowe Price Funds for their current fiscal years, and such selection has also been approved by the Funds’ independent directors. Representatives of PricewaterhouseCoopers are not expected to be present at the Shareholder Meeting or available to make a statement or respond to any shareholders’ questions.

The following table, entitled “Independent Auditor Fees,” sets forth the amounts accrued by each Fund for audit, audit-related, tax, and all other fees in each of the last two fiscal years. Audit fees are billed for professional services rendered by PricewaterhouseCoopers for the audit of each Fund’s annual financial statements and for services normally provided in connection with statutory and regulatory filings.

Audit-related fees are billed to the T. Rowe Price Funds for assurance and related services by PricewaterhouseCoopers that are reasonably related to the performance of the audit of each Fund’s financial statements. The nature of services comprising these fees is the issuance of a report on internal controls. Tax fees are billed to the T. Rowe Price Funds for services rendered by PricewaterhouseCoopers for tax compliance, tax advice, and tax planning.

The nature of services comprising these fees includes the review of distribution calculations and the preparation of federal, state, and excise tax returns. All other fees are billed for all other services rendered to the T. Rowe Price Funds by PricewaterhouseCoopers. The nature of the service comprising these fees is based on agreed-upon procedures relating to advisory contract approvals by the T. Rowe Price Funds’ Boards of Directors. The Joint Audit Committee has considered whether the provisions of the services covered under “Other Fees” is compatible with maintaining the independence of PricewaterhouseCoopers.

Independent Auditor Fees

         

Fund

Audit Fees

Audit Related Fees

Tax Fees

All Other Fees

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Africa & Middle East

$17,778

$22,311

$389

$4,281

$4,414

$128

Asia Opportunities

5,957

22,034

389

2,097

4,353

128

Balanced

19,784

26,283

232

4,312

5,707

125

Blue Chip Growth

54,521

31,441

232

11,331

6,691

125

Blue Chip Growth Portfolio

15,648

18,276

232

3,494

3,962

125

California Tax-Free Bond

14,174

30,479

75

3,142

5,790

123

PAGE 105


         

Fund

Audit Fees

Audit Related Fees

Tax Fees

All Other Fees

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

California Tax-Free Money

12,974

24,170

75

2,892

4,246

123

Capital Appreciation

47,004

39,486

232

9,792

8,502

125

Capital Opportunity

19,351

18,135

232

3,429

3,933

125

Cash Reserves

22,887

21,274

389

4,780

4,660

128

Communications & Technology

26,282

32,439

232

4,195

6,533

125

Corporate Income

15,593

15,969

848

3,164

3,474

134

Credit Opportunities

4,472

14,732

848

1,010

3,108

134

Diversified Mid-Cap Growth

17,857

23,954

232

3,433

3,938

125

Dividend Growth

21,383

20,299

232

4,647

4,377

125

Dynamic Global Bond

31,892

25,835

149

3,756

5,624

109

Emerging Europe

17,735

22,400

389

4,267

4,433

128

Emerging Markets Bond

40,792

34,446

232

9,152

7,488

125

Emerging Markets Corporate Bond

18,137

25,886

232

4,174

5,636

125

Emerging Markets Corporate Multi-Sector Account Portfolio

17,676

25,009

853

3,880

5,490

Emerging Markets Local Currency Bond

18,808

26,158

232

4,333

5,695

125

Emerging Markets Local Multi-Sector Account Portfolio

17,676

25,009

853

3,880

5,490

Emerging Markets Stock

59,896

43,699

389

13,419

9,555

128

Emerging Markets Value Stock

12,121

18,972

2,661

3,682

60

Equity Income

44,514

27,278

232

9,132

5,846

125

Equity Income Portfolio

15,781

18,255

232

3,510

3,959

125

Equity Index 500

47,947

29,015

232

9,973

6,195

125

Equity Index 500 Portfolio

14,677

17,932

232

3,296

3,890

125

European Stock

24,117

25,846

389

5,636

5,186

128

Extended Equity Market Index

15,609

18,233

232

3,482

3,953

125

Financial Services

19,399

18,158

232

3,441

3,937

125

Floating Rate

13,272

18,495

848

3,126

3,546

134

Floating Rate Multi-Sector Account Portfolio

27,243

38,041

853

5,980

8,351

Georgia Tax-Free Bond

13,569

30,379

75

3,017

5,770

123

Global Allocation

13,647

9,548

389

2,926

2,024

128

Global Consumer

11,542

20,869

2,534

4,535

79

Global Growth Stock

17,519

22,218

389

4,227

4,394

128

PAGE 108


         

Fund

Audit Fees

Audit Related Fees

Tax Fees

All Other Fees

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Global High Income Bond

31,854

25,823

149

3,754

5,622

109

Global Industrials

12,137

24,939

232

2,868

4,419

125

Global Multi-Sector Bond

14,730

20,872

848

3,001

4,552

134

Global Real Estate

22,924

20,765

232

4,357

4,511

125

Global Stock

19,625

23,407

389

4,683

4,652

128

Global Technology

27,064

31,340

232

3,988

6,464

125

GNMA

15,630

17,531

848

3,559

3,816

134

Government Money

27,408

31,925

848

5,771

6,958

134

Government Money Portfolio

13,021

18,132

232

2,873

3,934

125

Growth & Income

20,700

18,607

232

3,701

4,031

125

Growth Stock

72,273

37,589

232

14,812

7,815

125

Health Sciences

37,199

34,429

232

6,915

7,291

125

Health Sciences Portfolio

18,132

29,576

232

3,488

6,269

125

High Yield

38,773

35,787

848

7,519

7,807

134

High Yield Multi-Sector Account Portfolio

17,676

25,009

853

3,880

5,490

Inflation Protected Bond

14,861

14,913

848

3,024

3,243

134

Institutional Africa & Middle East

17,920

20,190

389

4,312

4,431

128

Institutional Cash Reserves

7,505

702

Institutional Core Plus

13,340

15,149

848

3,137

3,295

134

Institutional Credit Opportunities

4,464

12,475

848

1,008

3,096

134

Institutional Emerging Markets Bond

19,134

26,274

232

4,402

5,720

125

Institutional Emerging Markets Equity

21,668

22,399

389

5,119

4,911

128

Institutional Floating Rate

20,230

22,884

848

4,420

4,986

134

Institutional Frontier Markets Equity

19,536

19,882

(878)(a)

4,288

4,364

60

Institutional Global Focused Growth Equity

17,525

20,019

389

4,229

4,394

128

Institutional Global Growth Equity

18,666

20,673

389

4,479

4,536

128

Institutional Global Multi-Sector Bond

11,824

792

848

3,072

(1,430)(a)

134

Institutional Global Value Equity

17,090

19,785

389

4,134

4,343

128

Institutional High Yield

17,079

18,448

848

3,815

4,017

134

Institutional International Bond

19,465

26,422

232

4,474

5,753

125

PAGE 109


         

Fund

Audit Fees

Audit Related Fees

Tax Fees

All Other Fees

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Institutional International Concentrated Equity

18,328

20,439

389

4,406

4,485

128

Institutional International Core Equity

17,796

20,097

389

4,290

4,411

128

Institutional International Growth Equity

17,342

19,904

389

4,188

4,369

128

Institutional Large-Cap Core Growth

17,392

18,861

232

3,850

4,082

125

Institutional Large-Cap Growth

31,636

23,934

232

6,712

5,061

125

Institutional Large-Cap Value

18,030

19,087

232

3,974

4,129

125

Institutional Long Duration Credit

8,158

1,915

848

1,982

153

134

Institutional Mid-Cap Equity Growth

23,994

20,997

232

4,665

4,362

125

Institutional Small-Cap Stock

20,204

20,166

232

3,908

4,104

125

Institutional U.S. Structured Research

15,567

18,193

232

3,473

3,945

125

Intermediate Tax-Free High Yield

13,452

27,967

2,953

5,746

99

International Bond

43,848

35,700

232

9,821

7,769

125

International Bond (USD Hedged)

1,463

321

International Concentrated Equity

19,456

22,001

(878)(a)

4,271

4,346

60

International Discovery

40,765

32,333

389

8,809

7,071

128

International Equity Index

19,525

21,128

389

4,659

4,635

128

International Stock

89,492

59,693

389

19,847

13,035

128

International Stock Portfolio

19,277

20,884

232

4,433

4,537

125

International Value Equity

76,558

52,364

389

17,064

11,437

128

Investment-Grade Corporate Multi-Sector Account Portfolio

27,243

38,041

853

5,980

8,351

Japan

18,735

22,974

389

4,490

4,557

128

Latin America

19,376

23,452

389

4,607

4,662

128

Limited Duration Inflation Focused Bond

32,719

30,043

848

6,422

6,553

134

Limited-Term Bond Portfolio

13,954

24,269

232

3,065

5,280

125

Maryland Short-Term Tax-Free Bond

13,327

30,332

75

2,965

5,760

123

PAGE 110


         

Fund

Audit Fees

Audit Related Fees

Tax Fees

All Other Fees

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Maryland Tax-Free Bond

18,153

31,155

75

3,962

5,932

123

Maryland Tax-Free Money

13,137

24,196

75

2,926

4,251

123

Mid-Cap Growth

49,374

29,275

232

9,725

6,088

125

Mid-Cap Growth Portfolio

17,691

18,892

232

3,397

3,925

125

Mid-Cap Index

12,617

13,556

1,948

3,670

79

Mid-Cap Value

29,768

23,015

232

6,298

4,950

125

Mortgage-Backed Securities Multi-Sector Account Portfolio

17,676

25,009

853

3,880

5,490

New America Growth

19,888

19,976

232

4,331

4,235

125

New America Growth Portfolio

14,880

18,396

232

3,337

3,905

125

New Asia

35,122

26,578

389

7,574

5,822

128

New Era

18,560

19,320

232

4,049

4,180

125

New Horizons

40,019

41,188

232

14,597

6,104

125

New Income

84,502

80,064

848

16,215

17,480

134

New Jersey Tax-Free Bond

13,734

30,403

75

3,050

5,775

123

New York Tax-Free Bond

13,959

30,443

75

3,096

5,783

123

New York Tax-Free Money

12,993

24,173

75

2,896

4,246

123

Overseas Stock

74,546

52,332

389

16,634

11,424

128

Personal Strategy Balanced

17,754

17,894

848

3,756

3,864

134

Personal Strategy Balanced Portfolio

17,381

19,186

232

3,335

3,903

125

Personal Strategy Growth

17,346

17,435

848

3,677

3,767

134

Personal Strategy Income

17,136

17,906

848

3,634

3,871

134

QM Global Equity

12,104

20,325

2,657

4,416

79

QM U.S. Small & Mid-Cap Core Equity

10,392

17,546

2,281

3,806

79

QM U.S. Small-Cap Growth Equity

19,697

21,241

232

3,900

4,116

125

QM U.S. Value Equity

10,392

17,545

2,281

3,805

79

Real Assets

20,213

19,714

232

4,398

4,267

125

Real Estate

22,029

20,529

232

4,778

4,434

125

Retirement 2005

5,929

10,568

848

1,566

2,268

134

Retirement 2010

8,688

14,678

848

2,107

3,122

134

Retirement 2015

11,166

18,570

848

2,597

3,938

134

Retirement 2020

21,149

34,537

848

4,568

7,288

134

Retirement 2025

16,692

28,328

848

3,693

6,000

134

Retirement 2030

20,795

34,413

848

4,501

7,270

134

Retirement 2035

13,675

23,228

848

3,098

4,930

134

Retirement 2040

15,999

26,526

848

3,555

5,618

134

Retirement 2045

10,000

17,316

848

2,372

3,690

134

PAGE 111


         

Fund

Audit Fees

Audit Related Fees

Tax Fees

All Other Fees

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Retirement 2050

8,794

15,529

848

2,134

3,316

134

Retirement 2055

6,173

11,281

848

1,616

2,423

134

Retirement 2060

4,619

5,926

229

1,014

1,034

33

Retirement Balanced

6,971

11,804

848

1,770

2,521

134

Retirement I 2005 Fund—I Class

5,200

3,808

70

1,141

836

10

Retirement I 2010 Fund—I Class

5,200

3,884

70

1,141

852

10

Retirement I 2015 Fund—I Class

5,200

3,933

70

1,141

864

10

Retirement I 2020 Fund—I Class

5,200

4,357

70

1,141

956

10

Retirement I 2025 Fund—I Class

5,200

4,200

70

1,141

922

10

Retirement I 2030 Fund—I Class

5,200

4,408

70

1,141

968

10

Retirement I 2035 Fund—I Class

5,200

4,085

70

1,141

897

10

Retirement I 2040 Fund—I Class

5,200

4,230

70

1,141

929

10

Retirement I 2045 Fund—I Class

5,200

3,982

70

1,141

874

10

Retirement I 2050 Fund—I Class

5,200

3,974

70

1,141

873

10

Retirement I 2055 Fund—I Class

5,200

3,836

70

1,141

842

10

Retirement I 2060 Fund—I Class

5,200

3,796

70

1,141

833

10

Retirement Balanced I Fund—I Class

5,200

3,829

70

1,141

841

10

Retirement Income 2020

7,267

1,595

Science & Technology

26,385

31,204

232

4,209

6,522

125

Short-Term Bond

28,453

25,942

848

5,565

5,655

134

Short-Term

14,704

4,842

848

3,371

1,480

134

Small-Cap Index

12,617

13,556

1,948

3,670

79

Small-Cap Stock

28,522

22,902

232

5,537

4,679

125

Small-Cap Value

24,564

32,180

232

12,485

5,389

125

Spectrum Growth

10,215

12,104

232

2,192

2,596

125

Spectrum Income

12,663

13,091

232

2,676

2,800

125

Spectrum International

7,972

11,279

232

1,754

2,425

125

Summit Municipal Income

15,230

22,659

389

3,416

4,969

128

Summit Municipal Intermediate

22,801

26,035

389

4,856

5,696

128

Summit Municipal Money Market

12,932

16,534

389

2,972

3,629

128

Target 2005

11,674

(888)(a)

848

1,930

134

Target 2010

11,684

(879)(a)

848

1,932

134

Target 2015

11,719

(848)(a)

848

1,938

134

Target 2020

11,731

(834)(a)

848

1,940

134

PAGE 112


         

Fund

Audit Fees

Audit Related Fees

Tax Fees

All Other Fees

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Previous Fiscal Year

Current Fiscal Year

Target 2025

11,713

(847)(a)

848

1,937

134

Target 2030

11,717

(846)(a)

848

1,938

134

Target 2035

11,693

(867)(a)

848

1,933

134

Target 2040

11,688

(872)(a)

848

1,932

134

Target 2045

11,683

(880)(a)

848

1,931

134

Target 2050

11,675

(887)(a)

848

1,930

134

Target 2055

11,673

(891)(a)

848

1,929

134

Target 2060

8,617

3,934

229

970

1,059

33

Tax-Efficient Equity

14,922

33,847

75

3,349

7,058

123

Tax-Exempt Money

14,604

22,114

75

3,221

4,298

123

Tax-Free High Yield

27,008

27,421

75

4,982

6,111

123

Tax-Free Income

19,227

29,032

75

4,180

5,969

123

Tax-Free Short-Intermediate

21,956

26,504

75

3,917

5,922

123

Total Equity Market Index

16,263

18,466

232

3,615

4,001

125

Total Return

6,521

603

Treasury Reserve

72,008

86,663

1,696

14,747

18,890

268

U.S. Bond Enhanced Index

13,982

22,076

389

3,172

4,843

128

U.S. High Yield

18,596

206

U.S. Large-Cap Core

18,943

18,045

232

3,352

3,913

125

U.S. Treasury Intermediate

12,863

15,086

848

3,045

3,281

134

U.S. Treasury Long-Term

12,634

15,039

848

3,000

3,270

134

U.S. Treasury Money

16,838

20,534

848

3,792

4,472

134

Ultra Short-Term Bond

13,152

1,970

848

3,096

134

Value

43,707

27,536

232

9,105

5,895

125

Virginia Tax-Free Bond

15,660

30,737

75

3,450

5,845

123

(a) Amount shown is negative due to a correction in the fees that were accrued versus fees actually paid by the fund.

PAGE 113


Exhibit 1

T. ROWE PRICE FUNDS

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

   

Funds

Ticker

Fiscal
Year

T. ROWE PRICE BALANCED FUND, INC.

  

T. Rowe Price Balanced Fund

RPBAX

12/31

T. Rowe Price Balanced Fund—I Class

RBAIX

12/31

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.

  

T. Rowe Price Blue Chip Growth Fund

TRBCX

12/31

T. Rowe Price Blue Chip Growth Fund—Advisor Class

PABGX

12/31

T. Rowe Price Blue Chip Growth Fund—I Class

TBCIX

12/31

T. Rowe Price Blue Chip Growth Fund—R Class

RRBGX

12/31

T. ROWE PRICE CAPITAL APPRECIATION FUND, INC.

  

T. Rowe Price Capital Appreciation Fund

PRWCX

12/31

T. Rowe Price Capital Appreciation Fund—Advisor Class

PACLX

12/31

T. Rowe Price Capital Appreciation Fund—I Class

TRAIX

12/31

T. ROWE PRICE CAPITAL APPRECIATION & INCOME FUND, INC.

  

T. Rowe Price Capital Appreciation & Income Fund

TCAPX

12/31

T. Rowe Price Capital Appreciation & Income Fund—Advisor Class

TCAMX

12/31

T. Rowe Price Capital Appreciation & Income Fund—I Class

TCIFX

12/31

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

  

T. Rowe Price Capital Opportunity Fund

PRCOX

12/31

T. Rowe Price Capital Opportunity Fund—Advisor Class

PACOX

12/31

T. Rowe Price Capital Opportunity Fund—I Class

PCCOX

12/31

T. Rowe Price Capital Opportunity Fund—R Class

RRCOX

12/31

T. ROWE PRICE COMMUNICATIONS & TECHNOLOGY FUND, INC.

  

T. Rowe Price Communications & Technology Fund

PRMTX

12/31

T. Rowe Price Communications & Technology Fund—I Class

TTMIX

12/31

T. ROWE PRICE CORPORATE INCOME FUND, INC.

  

T. Rowe Price Corporate Income Fund

PRPIX

5/31

T. Rowe Price Corporate Income Fund—I Class

TICCX

5/31

T. ROWE PRICE CREDIT OPPORTUNITIES FUND, INC.

  

T. Rowe Price Credit Opportunities Fund

PRCPX

5/31

T. Rowe Price Credit Opportunities Fund—Advisor Class

PAOPX

5/31

T. Rowe Price Credit Opportunities Fund—I Class

TCRRX

5/31

T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.

  

T. Rowe Price Diversified Mid-Cap Growth Fund

PRDMX

12/31

T. Rowe Price Diversified Mid-Cap Growth Fund—I Class

RPTTX

12/31

T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

  

T. Rowe Price Dividend Growth Fund

PRDGX

12/31

T. Rowe Price Dividend Growth Fund—Advisor Class

TADGX

12/31

T. Rowe Price Dividend Growth Fund—I Class

PDGIX

12/31

T. ROWE PRICE EQUITY INCOME FUND, INC.

  

T. Rowe Price Equity Income Fund

PRFDX

12/31

T. Rowe Price Equity Income Fund—Advisor Class

PAFDX

12/31

T. Rowe Price Equity Income Fund—I Class

REIPX

12/31

T. Rowe Price Equity Income Fund—R Class

RRFDX

12/31

T. ROWE PRICE EQUITY SERIES, INC.

 

12/31

T. Rowe Price Blue Chip Growth Portfolio

 

12/31

T. Rowe Price Blue Chip Growth Portfolio—II

 

12/31

T. Rowe Price Equity Income Portfolio

 

12/31

T. Rowe Price Equity Income Portfolio—II

 

12/31

T. Rowe Price Equity Index 500 Portfolio

 

12/31

T. Rowe Price Health Sciences Portfolio

 

12/31

T. Rowe Price Health Sciences Portfolio—II

 

12/31

PAGE 112


   

Funds

Ticker

Fiscal
Year

T. Rowe Price Mid-Cap Growth Portfolio

 

12/31

T. Rowe Price Mid-Cap Growth Portfolio—II

 

12/31

T. Rowe Price New America Growth Portfolio

 

12/31

T. Rowe Price Personal Strategy Balanced Portfolio

 

12/31

T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

  

T. Rowe Price Financial Services Fund

PRISX

12/31

T. Rowe Price Financial Services Fund—I Class

TFIFX

12/31

T. ROWE PRICE FIXED INCOME SERIES, INC.

 

 

T. Rowe Price Limited-Term Bond Portfolio

 

12/31

T. Rowe Price Limited-Term Bond Portfolio—II

 

12/31

T. Rowe Price Government Money Portfolio

 

12/31

T. ROWE PRICE FLOATING RATE FUND, INC.

  

T. Rowe Price Floating Rate Fund

PRFRX

5/31

T. Rowe Price Floating Rate Fund—Advisor Class

PAFRX

5/31

T. Rowe Price Floating Rate Fund—I Class

TFAIX

5/31

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC.

  

T. Rowe Price Global Allocation Fund

RPGAX

10/31

T. Rowe Price Global Allocation Fund—Advisor Class

PAFGX

10/31

T. Rowe Price Global Allocation Fund—I Class

TGAFX

10/31

T. ROWE PRICE GLOBAL MULTI-SECTOR BOND FUND, INC.

  

T. Rowe Price Global Multi-Sector Bond Fund

PRSNX

5/31

T. Rowe Price Global Multi-Sector Bond Fund—Advisor Class

PRSAX

5/31

T. Rowe Price Global Multi-Sector Bond Fund—I Class

PGMSX

5/31

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.

  

T. Rowe Price Global Real Estate Fund

TRGRX

12/31

T. Rowe Price Global Real Estate Fund—Advisor Class

PAGEX

12/31

T. Rowe Price Global Real Estate Fund—I Class

TIRGX

12/31

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

  

T. Rowe Price Global Technology Fund

PRGTX

12/31

T. Rowe Price Global Technology Fund—I Class

PGTIX

12/31

T. ROWE PRICE GNMA FUND, INC.

  

T. Rowe Price GNMA Fund

PRGMX

5/31

T. Rowe Price GNMA Fund—I Class

PRXAX

5/31

T. ROWE PRICE GOVERNMENT MONEY FUND, INC.

  

T. Rowe Price Government Money Fund

PRRXX

5/31

T. Rowe Price Government Money Fund—I Class

TTGXX

5/31

T. ROWE PRICE GROWTH & INCOME FUND, INC.

  

T. Rowe Price Growth & Income Fund

PRGIX

12/31

T. Rowe Price Growth & Income Fund—I Class

TGTIX

12/31

T. ROWE PRICE GROWTH STOCK FUND, INC.

  

T. Rowe Price Growth Stock Fund

PRGFX

12/31

T. Rowe Price Growth Stock Fund—Advisor Class

TRSAX

12/31

T. Rowe Price Growth Stock Fund—I Class

PRUFX

12/31

T. Rowe Price Growth Stock Fund—R Class

RRGSX

12/31

T. ROWE PRICE HEALTH SCIENCES FUND, INC.

  

T. Rowe Price Health Sciences Fund

PRHSX

12/31

T. Rowe Price Health Sciences Fund—I Class

THISX

12/31

T. ROWE PRICE HIGH YIELD FUND, INC.

  

T. Rowe Price High Yield Fund

PRHYX

5/31

T. Rowe Price High Yield Fund—Advisor Class

PAHIX

5/31

T. Rowe Price High Yield Fund—I Class

PRHIX

5/31

T. Rowe Price U.S. High Yield Fund

TUHYX

5/31

T. Rowe Price U.S. High Yield Fund—Advisor Class

TUHAX

5/31

T. Rowe Price U.S. High Yield Fund—I Class

TUHIX

5/31

T. ROWE PRICE INDEX TRUST, INC.

 

 

T. Rowe Price Equity Index 500 Fund

PREIX

12/31

T. Rowe Price Equity Index 500 Fund—I Class

PRUIX

12/31

PAGE 115


   

Funds

Ticker

Fiscal
Year

T. Rowe Price Extended Equity Market Index Fund

PEXMX

12/31

T. Rowe Price Mid-Cap Index Fund

 

12/31

T. Rowe Price Mid-Cap Index Fund—I Class

 

12/31

T. Rowe Price Small-Cap Index Fund

 

12/31

T. Rowe Price Small-Cap Index Fund—I Class

 

12/31

T. Rowe Price Total Equity Market Index Fund

POMIX

12/31

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.

  

T. Rowe Price Inflation Protected Bond Fund

PRIPX

5/31

T. Rowe Price Inflation Protected Bond Fund—I Class

TIIPX

5/31

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.

 

 

T. Rowe Price Institutional Large-Cap Core Growth Fund

TPLGX

12/31

T. Rowe Price Institutional Large-Cap Growth Fund

TRLGX

12/31

T. Rowe Price Institutional Large-Cap Value Fund

TILCX

12/31

T. Rowe Price Institutional Mid-Cap Equity Growth Fund

PMEGX

12/31

T. Rowe Price Institutional Small-Cap Stock Fund

TRSSX

12/31

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

TRISX

12/31

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

 

 

T. Rowe Price Institutional Cash Reserves Fund

ICFXX

5/31

T. Rowe Price Institutional Core Plus Fund

TICPX

5/31

T. Rowe Price Institutional Credit Opportunities Fund

TRXPX

5/31

T. Rowe Price Institutional Floating Rate Fund

RPIFX

5/31

T. Rowe Price Institutional Floating Rate Fund—F Class

PFFRX

5/31

T. Rowe Price Institutional Global Multi-Sector Bond Fund

RPGMX

5/31

T. Rowe Price Institutional High Yield Fund

TRHYX

5/31

T. Rowe Price Institutional Long Duration Credit Fund

RPLCX

5/31

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

 

 

T. Rowe Price Institutional Africa & Middle East Fund

TRIAX

10/31

T. Rowe Price Institutional Emerging Markets Bond Fund

TREBX

12/31

T. Rowe Price Institutional Emerging Markets Equity Fund

IEMFX

10/31

T. Rowe Price Institutional Frontier Markets Equity Fund

PRFFX

10/31

T. Rowe Price Institutional Global Focused Growth Equity Fund

TRGSX

10/31

T. Rowe Price Institutional Global Growth Equity Fund

RPIGX

10/31

T. Rowe Price Institutional Global Value Equity Fund

PRIGX

10/31

T. Rowe Price Institutional International Bond Fund

RPIIX

12/31

T. Rowe Price Institutional International Concentrated Equity Fund

RPICX

10/31

T. Rowe Price Institutional International Core Equity Fund

TRCEX

10/31

T. Rowe Price Institutional International Growth Equity Fund

PRFEX

10/31

T. ROWE PRICE INTERMEDIATE TAX-FREE HIGH YIELD FUND, INC.

  

T. Rowe Price Intermediate Tax-Free High Yield Fund

PRIHX

2/28

T. Rowe Price Intermediate Tax-Free High Yield Fund—Advisor Class

PRAHX

2/28

T. Rowe Price Intermediate Tax-Free High Yield Fund—I Class

TFHAX

2/28

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

 

 

T. Rowe Price Africa & Middle East Fund

TRAMX

10/31

T. Rowe Price Africa & Middle East Fund—I Class

PRAMX

10/31

T. Rowe Price Asia Opportunities Fund

TRAOX

10/31

T. Rowe Price Asia Opportunities Fund—Advisor Class

PAAOX

10/31

T. Rowe Price Asia Opportunities Fund—I Class

TRASX

10/31

T. Rowe Price Dynamic Global Bond Fund

RPIEX

12/31

T. Rowe Price Dynamic Global Bond Fund—Advisor Class

PAIEX

12/31

T. Rowe Price Dynamic Global Bond Fund—I Class

RPEIX

12/31

T. Rowe Price Emerging Europe Fund

TREMX

10/31

T. Rowe Price Emerging Europe Fund—I Class

TTEEX

10/31

T. Rowe Price Emerging Markets Bond Fund

PREMX

12/31

T. Rowe Price Emerging Markets Bond Fund—Advisor Class

PAIKX

12/31

T. Rowe Price Emerging Markets Bond Fund—I Class

PRXIX

12/31

T. Rowe Price Emerging Markets Corporate Bond Fund

TRECX

12/31

T. Rowe Price Emerging Markets Corporate Bond Fund—Advisor Class

PACEX

12/31

PAGE 116


   

Funds

Ticker

Fiscal
Year

T. Rowe Price Emerging Markets Corporate Bond Fund—I Class

TECIX

12/31

T. Rowe Price Emerging Markets Local Currency Bond Fund

PRELX

12/31

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

PAELX

12/31

T. Rowe Price Emerging Markets Local Currency Bond Fund—I Class

TEIMX

12/31

T. Rowe Price Emerging Markets Stock Fund

PRMSX

10/31

T. Rowe Price Emerging Markets Stock Fund—I Class

PRZIX

10/31

T. Rowe Price Emerging Markets Value Stock Fund

PRIJX

10/31

T. Rowe Price Emerging Markets Value Stock Fund—Advisor Class

PAIJX

10/31

T. Rowe Price Emerging Markets Value Stock Fund—I Class

REVIX

10/31

T. Rowe Price European Stock Fund

PRESX

10/31

T. Rowe Price European Stock Fund—I Class

TEUIX

10/31

T. Rowe Price Global Consumer Fund

PGLOX

12/31

T. Rowe Price Global Growth Stock Fund

RPGEX

10/31

T. Rowe Price Global Growth Stock Fund—Advisor Class

PAGLX

10/31

T. Rowe Price Global Growth Stock Fund—I Class

RGGIX

10/31

T. Rowe Price Global High Income Bond Fund

RPIHX

12/31

T. Rowe Price Global High Income Bond Fund—Advisor Class

PAIHX

12/31

T. Rowe Price Global High Income Bond Fund—I Class

RPOIX

12/31

T. Rowe Price Global Industrials Fund

RPGIX

12/31

T. Rowe Price Global Industrials Fund—I Class

TRGAX

12/31

T. Rowe Price Global Stock Fund

PRGSX

10/31

T. Rowe Price Global Stock Fund—Advisor Class

PAGSX

10/31

T. Rowe Price Global Stock Fund—I Class

TRGLX

10/31

T. Rowe Price International Bond Fund

RPIBX

12/31

T. Rowe Price International Bond Fund—Advisor Class

PAIBX

12/31

T. Rowe Price International Bond Fund—I Class

RPISX

12/31

T. Rowe Price International Bond Fund (USD Hedged)

TNIBX

12/31

T. Rowe Price International Bond Fund (USD Hedged)—Advisor Class

TTABX

12/31

T. Rowe Price International Bond Fund (USD Hedged)—I Class

TNBMX

12/31

T. Rowe Price International Concentrated Equity Fund

PRCNX

10/31

T. Rowe Price International Concentrated Equity Fund—Advisor Class

PRNCX

10/31

T. Rowe Price International Concentrated Equity Fund—I Class

RICIX

10/31

T. Rowe Price International Discovery Fund

PRIDX

10/31

T. Rowe Price International Discovery Fund—I Class

TIDDX

10/31

T. Rowe Price International Stock Fund

PRITX

10/31

T. Rowe Price International Stock Fund—Advisor Class

PAITX

10/31

T. Rowe Price International Stock Fund—I Class

PRIUX

10/31

T. Rowe Price International Stock Fund—R Class

RRITX

10/31

T. Rowe Price International Value Equity Fund

TRIGX

10/31

T. Rowe Price International Value Equity Fund—Advisor Class

PAIGX

10/31

T. Rowe Price International Value Equity Fund—I Class

TRTIX

10/31

T. Rowe Price International Value Equity Fund—R Class

RRIGX

10/31

T. Rowe Price Japan Fund

PRJPX

10/31

T. Rowe Price Japan Fund—I Class

RJAIX

10/31

T. Rowe Price Latin America Fund

PRLAX

10/31

T. Rowe Price Latin America Fund—I Class

RLAIX

10/31

T. Rowe Price New Asia Fund

PRASX

10/31

T. Rowe Price New Asia Fund —I Class

PNSIX

10/31

T. Rowe Price Overseas Stock Fund

TROSX

10/31

T. Rowe Price Overseas Stock Fund—Advisor Class

PAEIX

10/31

T. Rowe Price Overseas Stock Fund—I Class

TROIX

10/31

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

 

 

T. Rowe Price International Equity Index Fund

PIEQX

10/31

T. ROWE PRICE INTERNATIONAL SERIES, INC.

 

 

T. Rowe Price International Stock Portfolio

 

12/31

PAGE 117


   

Funds

Ticker

Fiscal
Year

T. ROWE PRICE LIMITED DURATION INFLATION FOCUSED BOND FUND, INC.

  

T. Rowe Price Limited Duration Inflation Focused Bond Fund

TRBFX

5/31

T. Rowe Price Limited Duration Inflation Focused Bond Fund—I Class

TRLDX

5/31

T. ROWE PRICE MID-CAP GROWTH FUND, INC.

  

T. Rowe Price Mid-Cap Growth Fund

RPMGX

12/31

T. Rowe Price Mid-Cap Growth Fund—Advisor Class

PAMCX

12/31

T. Rowe Price Mid-Cap Growth Fund—I Class

RPTIX

12/31

T. Rowe Price Mid-Cap Growth Fund—R Class

RRMGX

12/31

T. ROWE PRICE MID-CAP VALUE FUND, INC.

  

T. Rowe Price Mid-Cap Value Fund

TRMCX

12/31

T. Rowe Price Mid-Cap Value Fund—Advisor Class

TAMVX

12/31

T. Rowe Price Mid-Cap Value Fund—I Class

TRMIX

12/31

T. Rowe Price Mid-Cap Value Fund—R Class

RRMVX

12/31

T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.

 

 

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

 

12/31

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

 

12/31

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

 

2/28

T. Rowe Price High Yield Multi-Sector Account Portfolio

 

2/28

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

 

2/28

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

 

2/28

T. ROWE PRICE MULTI-STRATEGY TOTAL RETURN FUND, INC.

  

T. Rowe Price Multi-Strategy Total Return Fund

TMSRX

10/31

T. Rowe Price Multi-Strategy Total Return Fund—Advisor Class

TMSAX

10/31

T. Rowe Price Multi-Strategy Total Return Fund—I Class

TMSSX

10/31

T. ROWE PRICE NEW AMERICA GROWTH FUND, INC.

  

T. Rowe Price New America Growth Fund

PRWAX

12/31

T. Rowe Price New America Growth Fund—Advisor Class

PAWAX

12/31

T. Rowe Price New America Growth Fund—I Class

PNAIX

12/31

T. ROWE PRICE NEW ERA FUND, INC.

  

T. Rowe Price New Era Fund

PRNEX

12/31

T. Rowe Price New Era Fund—I Class

TRNEX

12/31

T. ROWE PRICE NEW HORIZONS FUND, INC.

  

T. Rowe Price New Horizons Fund

PRNHX

12/31

T. Rowe Price New Horizons Fund—I Class

PRJIX

12/31

T. ROWE PRICE NEW INCOME FUND, INC.

  

T. Rowe Price New Income Fund

PRCIX

5/31

T. Rowe Price New Income Fund—Advisor Class

PANIX

5/31

T. Rowe Price New Income Fund—I Class

PRXEX

5/31

T. Rowe Price New Income Fund—R Class

RRNIX

5/31

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.

 

 

T. Rowe Price Personal Strategy Balanced Fund

TRPBX

5/31

T. Rowe Price Personal Strategy Balanced Fund—I Class

TPPAX

5/31

T. Rowe Price Personal Strategy Growth Fund

TRSGX

5/31

T. Rowe Price Personal Strategy Growth Fund—I Class

TGIPX

5/31

T. Rowe Price Personal Strategy Income Fund

PRSIX

5/31

T. Rowe Price Personal Strategy Income Fund—I Class

PPIPX

5/31

T. ROWE PRICE QUANTITATIVE MANAGEMENT FUNDS, INC.

 

 

T. Rowe Price QM Global Equity Fund

TQGEX

12/31

T. Rowe Price QM Global Equity Fund—Advisor Class

TQGAX

12/31

T. Rowe Price QM Global Equity Fund—I Class

TQGIX

12/31

T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund

TQSMX

12/31

T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund—Advisor Class

TQSAX

12/31

T. Rowe Price QM U.S. Small & Mid-Cap Core Equity Fund—I Class

TQSIX

12/31

T. Rowe Price QM U.S. Small-Cap Growth Equity Fund

PRDSX

12/31

T. Rowe Price QM U.S. Small-Cap Growth Equity Fund—Advisor Class

TQAAX

12/31

T. Rowe Price QM U.S. Small-Cap Growth Equity Fund—I Class

TQAIX

12/31

T. Rowe Price QM U.S. Value Equity Fund

TQMVX

12/31

PAGE 118


   

Funds

Ticker

Fiscal
Year

T. Rowe Price QM U.S. Value Equity Fund—Advisor Class

TQVAX

12/31

T. Rowe Price QM U.S. Value Equity Fund—I Class

TQVIX

12/31

T. ROWE PRICE REAL ASSETS FUND, INC.

  

T. Rowe Price Real Assets Fund

PRAFX

12/31

T. Rowe Price Real Assets Fund—I Class

PRIKX

12/31

T. ROWE PRICE REAL ESTATE FUND, INC.

  

T. Rowe Price Real Estate Fund

TRREX

12/31

T. Rowe Price Real Estate Fund—Advisor Class

PAREX

12/31

T. Rowe Price Real Estate Fund—I Class

TIRRX

 

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.

 

 

T. Rowe Price Government Reserve Fund

 

5/31

T. Rowe Price Short-Term Fund

 

5/31

T. Rowe Price Short-Term Government Fund

 

5/31

T. Rowe Price Treasury Reserve Fund

 

5/31

T. ROWE PRICE RETIREMENT FUNDS, INC.

 

 

T. Rowe Price Retirement 2005 Fund

TRRFX

5/31

T. Rowe Price Retirement 2005 Fund—Advisor Class

PARGX

5/31

T. Rowe Price Retirement 2005 Fund—R Class

RRTLX

5/31

T. Rowe Price Retirement 2010 Fund

TRRAX

5/31

T. Rowe Price Retirement 2010 Fund—Advisor Class

PARAX

5/31

T. Rowe Price Retirement 2010 Fund—R Class

RRTAX

5/31

T. Rowe Price Retirement 2015 Fund

TRRGX

5/31

T. Rowe Price Retirement 2015 Fund—Advisor Class

PARHX

5/31

T. Rowe Price Retirement 2015 Fund—R Class

RRTMX

5/31

T. Rowe Price Retirement 2020 Fund

TRRBX

5/31

T. Rowe Price Retirement 2020 Fund—Advisor Class

PARBX

5/31

T. Rowe Price Retirement 2020 Fund—R Class

RRTBX

5/31

T. Rowe Price Retirement 2025 Fund

TRRHX

5/31

T. Rowe Price Retirement 2025 Fund—Advisor Class

PARJX

5/31

T. Rowe Price Retirement 2025 Fund—R Class

RRTNX

5/31

T. Rowe Price Retirement 2030 Fund

TRRCX

5/31

T. Rowe Price Retirement 2030 Fund—Advisor Class

PARCX

5/31

T. Rowe Price Retirement 2030 Fund—R Class

RRTCX

5/31

T. Rowe Price Retirement 2035 Fund

TRRJX

5/31

T. Rowe Price Retirement 2035 Fund—Advisor Class

PARKX

5/31

T. Rowe Price Retirement 2035 Fund—R Class

RRTPX

5/31

T. Rowe Price Retirement 2040 Fund

TRRDX

5/31

T. Rowe Price Retirement 2040 Fund—Advisor Class

PARDX

5/31

T. Rowe Price Retirement 2040 Fund—R Class

RRTDX

5/31

T. Rowe Price Retirement 2045 Fund

TRRKX

5/31

T. Rowe Price Retirement 2045 Fund—Advisor Class

PARLX

5/31

T. Rowe Price Retirement 2045 Fund—R Class

RRTRX

5/31

T. Rowe Price Retirement 2050 Fund

TRRMX

5/31

T. Rowe Price Retirement 2050 Fund—Advisor Class

PARFX

5/31

T. Rowe Price Retirement 2050 Fund—R Class

RRTFX

5/31

T. Rowe Price Retirement 2055 Fund

TRRNX

5/31

T. Rowe Price Retirement 2055 Fund—Advisor Class

PAROX

5/31

T. Rowe Price Retirement 2055 Fund—R Class

RRTVX

5/31

T. Rowe Price Retirement 2060 Fund

TRRLX

5/31

T. Rowe Price Retirement 2060 Fund—Advisor Class

TRRYX

5/31

T. Rowe Price Retirement 2060 Fund—R Class

TRRZX

5/31

T. Rowe Price Retirement Balanced Fund

TRRIX

5/31

T. Rowe Price Retirement Balanced Fund—Advisor Class

PARIX

5/31

T. Rowe Price Retirement Balanced Fund—R Class

RRTIX

5/31

T. Rowe Price Retirement I 2005 Fund—I Class

TRPFX

5/31

T. Rowe Price Retirement I 2010 Fund—I Class

TRPAX

5/31

T. Rowe Price Retirement I 2015 Fund—I Class

TRFGX

5/31

PAGE 119


   

Funds

Ticker

Fiscal
Year

T. Rowe Price Retirement I 2020 Fund—I Class

TRBRX

5/31

T. Rowe Price Retirement I 2025 Fund—I Class

TRPHX

5/31

T. Rowe Price Retirement I 2030 Fund—I Class

TRPCX

5/31

T. Rowe Price Retirement I 2035 Fund—I Class

TRPJX

5/31

T. Rowe Price Retirement I 2040 Fund—I Class

TRPDX

5/31

T. Rowe Price Retirement I 2045 Fund—I Class

TRPKX

5/31

T. Rowe Price Retirement I 2050 Fund—I Class

TRPMX

5/31

T. Rowe Price Retirement I 2055 Fund—I Class

TRPNX

5/31

T. Rowe Price Retirement I 2060 Fund—I Class

TRPLX

5/31

T. Rowe Price Retirement Balanced I Fund—I Class

TRPTX

5/31

T. Rowe Price Retirement Income 2020 Fund

TRLAX

12/31

T. Rowe Price Target 2005 Fund

TRARX

5/31

T. Rowe Price Target 2005 Fund—Advisor Class

PANRX

5/31

T. Rowe Price Target 2005 Fund—I Class

TFRRX

5/31

T. Rowe Price Target 2010 Fund

TRROX

5/31

T. Rowe Price Target 2010 Fund—Advisor Class

PAERX

5/31

T. Rowe Price Target 2010 Fund—I Class

TORFX

5/31

T. Rowe Price Target 2015 Fund

TRRTX

5/31

T. Rowe Price Target 2015 Fund—Advisor Class

PAHRX

5/31

T. Rowe Price Target 2015 Fund—I Class

TTRTX

5/31

T. Rowe Price Target 2020 Fund

TRRUX

5/31

T. Rowe Price Target 2020 Fund—Advisor Class

PAIRX

5/31

T. Rowe Price Target 2020 Fund—I Class

TTURX

5/31

T. Rowe Price Target 2025 Fund

TRRVX

5/31

T. Rowe Price Target 2025 Fund—Advisor Class

PAJRX

5/31

T. Rowe Price Target 2025 Fund—I Class

TRVVX

5/31

T. Rowe Price Target 2030 Fund

TRRWX

5/31

T. Rowe Price Target 2030 Fund—Advisor Class

PAKRX

5/31

T. Rowe Price Target 2030 Fund—I Class

TWRRX

5/31

T. Rowe Price Target 2035 Fund

RPGRX

5/31

T. Rowe Price Target 2035 Fund—Advisor Class

PATVX

5/31

T. Rowe Price Target 2035 Fund—I Class

TPGPX

5/31

T. Rowe Price Target 2040 Fund

TRHRX

5/31

T. Rowe Price Target 2040 Fund—Advisor Class

PAHHX

5/31

T. Rowe Price Target 2040 Fund—I Class

TRXRX

5/31

T. Rowe Price Target 2045 Fund

RPTFX

5/31

T. Rowe Price Target 2045 Fund—Advisor Class

PAFFX

5/31

T. Rowe Price Target 2045 Fund—I Class

TRFWX

5/31

T. Rowe Price Target 2050 Fund

TRFOX

5/31

T. Rowe Price Target 2050 Fund—Advisor Class

PAOFX

5/31

T. Rowe Price Target 2050 Fund—I Class

TOORX

5/31

T. Rowe Price Target 2055 Fund

TRFFX

5/31

T. Rowe Price Target 2055 Fund—Advisor Class

PAFTX

5/31

T. Rowe Price Target 2055 Fund—I Class

TRPPX

5/31

T. Rowe Price Target 2060 Fund

TRTFX

5/31

T. Rowe Price Target 2060 Fund—Advisor Class

TRTGX

5/31

T. Rowe Price Target 2060 Fund—I Class

TTOIX

5/31

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.

  

T. Rowe Price Science & Technology Fund

PRSCX

12/31

T. Rowe Price Science & Technology Fund—Advisor Class

PASTX

12/31

T. Rowe Price Science & Technology Fund—I Class

TSNIX

12/31

T. ROWE PRICE SHORT-TERM BOND FUND, INC.

  

T. Rowe Price Short-Term Bond Fund

PRWBX

5/31

T. Rowe Price Short-Term Bond Fund—Advisor Class

PASHX

5/31

T. Rowe Price Short-Term Bond Fund—I Class

TBSIX

5/31

T. Rowe Price Ultra Short-Term Bond Fund

TRBUX

5/31

T. Rowe Price Ultra Short-Term Bond Fund—I Class

TRSTX

5/31

PAGE 120


   

Funds

Ticker

Fiscal
Year

T. ROWE PRICE SMALL-CAP STOCK FUND, INC.

  

T. Rowe Price Small-Cap Stock Fund

OTCFX

12/31

T. Rowe Price Small-Cap Stock Fund—Advisor Class

PASSX

12/31

T. Rowe Price Small-Cap Stock Fund—I Class

OTIIX

12/31

T. ROWE PRICE SMALL-CAP VALUE FUND, INC.

  

T. Rowe Price Small-Cap Value Fund

PRSVX

12/31

T. Rowe Price Small-Cap Value Fund—Advisor Class

PASVX

12/31

T. Rowe Price Small-Cap Value Fund—I Class

PRVIX

12/31

T. ROWE PRICE SPECTRUM FUND, INC.

 

 

Spectrum Growth Fund

PRSGX

12/31

Spectrum Income Fund

RPSIX

12/31

Spectrum International Fund

PSILX

12/31

T. ROWE PRICE STATE TAX-FREE FUNDS, INC.

 

 

T. Rowe Price California Tax-Free Bond Fund

PRXCX

2/28

T. Rowe Price California Tax-Free Bond Fund—I Class

TCFEX

2/28

T. Rowe Price California Tax-Free Money Fund

PCTXX

2/28

T. Rowe Price California Tax-Free Money Fund—I Class

TCBXX

2/28

T. Rowe Price Georgia Tax-Free Bond Fund

GTFBX

2/28

T. Rowe Price Georgia Tax-Free Bond Fund—I Class

TBGAX

2/28

T. Rowe Price Maryland Short-Term Tax-Free Bond Fund

PRMDX

2/28

T. Rowe Price Maryland Short-Term Tax-Free Bond Fund—I Class

TRMUX

2/28

T. Rowe Price Maryland Tax-Free Bond Fund

MDXBX

2/28

T. Rowe Price Maryland Tax-Free Bond Fund—I Class

TFBIX

2/28

T. Rowe Price Maryland Tax-Free Money Fund

TMDXX

2/28

T. Rowe Price Maryland Tax-Free Money Fund—I Class

TWNXX

2/28

T. Rowe Price New Jersey Tax-Free Bond Fund

NJTFX

2/28

T. Rowe Price New Jersey Tax-Free Bond Fund—I Class

TRJIX

2/28

T. Rowe Price New York Tax-Free Bond Fund

PRNYX

2/28

T. Rowe Price New York Tax-Free Bond Fund—I Class

TRYIX

2/28

T. Rowe Price New York Tax-Free Money Fund

NYTXX

2/28

T. Rowe Price New York Tax-Free Money Fund—I Class

TRNXX

2/28

T. Rowe Price Virginia Tax-Free Bond Fund

PRVAX

2/28

T. Rowe Price Virginia Tax-Free Bond Fund—I Class

TFBVX

2/28

T. ROWE PRICE SUMMIT FUNDS, INC.

 

 

T. Rowe Price Cash Reserves Fund

TSCXX

10/31

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.

 

 

T. Rowe Price Summit Municipal Income Fund

PRINX

10/31

T. Rowe Price Summit Municipal Income Fund—Advisor Class

PAIMX

10/31

T. Rowe Price Summit Municipal Intermediate Fund

PRSMX

10/31

T. Rowe Price Summit Municipal Intermediate Fund—Advisor Class

PAIFX

10/31

T. Rowe Price Summit Municipal Money Market Fund

TRSXX

10/31

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.

 

 

T.