UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
(Exact name of registrant as specified in charter)
(Name and address of agent for service)
Registrant's telephone number, including area code: (410) 345-2000
Date of fiscal year end: December 31
Date of reporting period: December 31, 2021
 |
All-Cap Opportunities Fund |
December 31, 2021 |
| PRWAX | Investor Class |
| PAWAX | Advisor Class |
| PNAIX | I Class |
(Formerly T. Rowe Price New America Growth Fund)
| T. ROWE PRICE ALL-CAP OPPORTUNITIES FUND |
HIGHLIGHTS
| ■ | The All-Cap Opportunities Fund underperformed its benchmark, the Russell 3000 Index, but outperformed its Lipper peer group index. |
| ■ | Within the portfolio, stock choices in the information technology and consumer discretionary sectors drove relative underperformance. Conversely, stock selection in the health care sector contributed the most to relative returns. |
| ■ | Overall, market signals are becoming clearer than they were six months ago; with inflation running at 40-year highs, central banks starting to tighten across the globe, and fiscal stimulus seemingly off the table, risk assets feel vulnerable in the first half of 2022. As such, we have adopted a more cautious stance heading into the new year, paring some large tech positions in favor of names focused on the real-world, physical economy that score well in our four pillars framework. |
| ■ | Uncertainty around the duration of inflationary pressures remains the primary risk as we look ahead, spurred by continued labor shortages and supply chain disruptions. With inflation fears and higher rates on the horizon, we expect to see an unwind in growth names with demanding valuations along with a shift in market leadership. |
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Market Commentary
Dear Shareholder
Major stock and bond indexes produced mixed results during 2021 as strong corporate earnings growth and a recovering economy contended with worries about inflation, new coronavirus variants, and less accommodative central banks. Most developed market stock benchmarks finished the year with positive returns, although gains slowed in the second half of the year, while fixed income returns faced headwinds from rising interest rates.
Large-cap U.S. growth stocks delivered the strongest returns, but solid results were common in many developed markets. However, emerging markets stock benchmarks struggled amid a significant equity market downturn in China.
The large-cap S&P 500 Index returned almost 29%, marking its third straight year of positive returns. Robust results were widespread across the benchmark—according to Bloomberg data, 2021 marked the first year that all of the S&P 500 sectors recorded double-digit gains. The energy sector, which was the worst performer in 2020, was the leader in 2021 amid a sharp increase in oil prices, and real estate stocks also rebounded from a down year as strong demand led to rising rents. Financial and information technology stocks also produced excellent returns and outperformed the broad market.
In the fixed income market, rising Treasury yields weighed on performance, but below investment-grade corporate bonds delivered solid results as they benefited from improving fundamentals and investor demand for higher-yielding securities. (Bond prices and yields move in opposite directions.)
A robust increase in corporate earnings growth appeared to be a significant performance driver during the year. According to FactSet, overall earnings for the S&P 500 rose 89% in the second quarter of 2021 versus the year before, the fastest pace since 2009, and while third-quarter earnings slowed, they continued to beat expectations at an impressive pace. Despite the significant rally in the S&P 500 during 2021, the index’s price/earnings ratio actually fell over that period as earnings rose faster than stock prices. Although economic growth showed signs of slowing at times, data remained generally positive through the end of the period. The unemployment rate, which started the year at 6.7%, fell to 3.9% by December, and job openings reached a record high.
However, optimism surrounding strong earnings and employment gains was tempered by inflation concerns. Prices surged as the release of pent-up demand and supply chain disruptions contributed to higher inflation around the globe. In the U.S., the 6.8% increase in the consumer price index for the 12-month period ended in November was the highest level since 1982, a factor that may have contributed to a decline in consumer sentiment late in the year.
Meanwhile, central banks began to move away from the extremely accommodative policies they instituted in response to the initial wave
of the coronavirus. The Federal Reserve began trimming its purchases of Treasuries and agency mortgage-backed securities in November,
and policymakers indicated that they could soon start raising short-term interest rates.
How markets respond to the normalization of monetary policy is an open question. While fading stimulus might pose some challenges for
investors, I believe it could contribute to a return of price sensitivity in global markets, which bodes well for selective investors
focused on fundamentals.
Elevated valuations, higher inflation, and the continuing struggle to control the pandemic also pose potential challenges for financial
markets in 2022. However, on the positive side, household wealth gains, pent-up consumer demand, and a potential boom in capital expenditures
could sustain growth even as monetary policy turns less supportive. In this environment, our investment teams will remain focused on using
fundamental research to identify companies that can add value to your portfolio over the long term.
Thank you for your continued confidence in T. Rowe Price.
Sincerely,
Robert
Sharps
President and CEO
Management's Discussion of Fund Performance
INVESTMENT OBJECTIVE
The fund seeks to provide long-term capital growth by investing primarily in the common stocks of growth companies.
FUND COMMENTARY
How did the fund perform in the past 12 months?
The All-Cap Opportunities Fund returned 20.85% for the 12-month period ended December 31, 2021. The fund underperformed its benchmark, the Russell 3000 Index, but outperformed its peer group, the Lipper Multi-Cap Growth Funds Index. Effective March 1, 2021, the Russell 3000 Index—which we believe is more representative of the portfolio’s broad opportunity set—replaced the Russell 1000 Growth Index as the portfolio’s primary benchmark. (Returns for the Advisor and I Class shares varied slightly, reflecting their different fee structures. Past performance cannot guarantee future results.)
What factors influenced the fund's performance?
Overall, adverse stock selection in the information technology sector drove relative underperformance in 2021 as uncertainty around COVID-19 and the emergence of new variants of the coronavirus hurt several of our holdings within the sector. Euronet Worldwide provides electronic payment and transaction processing solutions for financial institutions, retailers, service providers, and individual consumers. Shares trended downward throughout the year as travel restrictions in Europe prevented the full resumption of cross-border travel and significantly impacted the company’s electronic funds transfer revenues. Zoom Video Communications also detracted from relative performance in the information technology sector. Shares plummeted during the latter half of the year following consecutive mixed earnings reports in August and November. Following the company’s second-quarter earnings announcement, markets reacted negatively to a deceleration in small and mid-size business demand, which management attributed to reopening. Although management guidance and commentary in the third quarter suggested that the business was regaining its footing, shares traded down as investors focused on concerns regarding increased customer churn and decelerating growth. While we eliminated our position on reduced near-term risk/reward, we remain encouraged by Zoom’s strong product, viral adoption model, and ecosystem strategy that should allow it to maintain competitive leadership in the long run. (Please refer to the fund’s portfolio of investments for a complete list of holdings and the amount each represents in the portfolio.)
Stock choices in the consumer discretionary sector also hurt relative performance. For example, shares of Amazon.com rose slightly but underperformed peers. Although fundamental performance held up through the first half of the year, the company contended with difficult coronavirus earnings comps and lower profitability driven by rising costs over the latter portion of 2021. Management also cautioned that the company could continue to face higher incremental costs during the holiday season amid labor shortages. In our view, Amazon.com has three businesses (e-commerce, cloud computing, and advertising) that are each levered to durable secular growth themes and attacking huge addressable markets and that have plenty of runway left for growth.
Conversely, stock selection in the health care sector contributed to relative performance. Moderna Therapeutics is a pioneer in a new therapeutics class of medicines based on messenger RNA (mRNA). Shares benefited from investor optimism regarding the durability of the COVID-19 vaccine market and the domination of this market by mRNA players. Shares realized most of their gains over the summer as COVID-19 infections surged via the spread of the delta variant and the need for booster shots to enhance immunity against the virus became more likely. Moderna’s addition to the S&P 500 Index in July was also a significant contributor to share price appreciation during the period.
How is the fund positioned?
Overall, we think uncertainty around the duration of inflationary pressures remains the primary risk as we look ahead, spurred by continued labor shortages and supply chain disruptions. As inflation fears and higher rates on the horizon cause an unwind in growth names with demanding valuations, we have shifted our overall exposure modestly closer to “core” on the style spectrum and have taken on a slightly more defensive posture. This has led us to paring some large tech positions in favor of “real economy” type names that score well in our four pillars framework. We also narrowed our underweight positions in select companies that have performed well in recent months to mitigate the risk of further upward price movement.
Regarding our positioning in individual stocks, our largest purchase during the year was Apple. We built a significant amount of our position during the fourth quarter as we felt that the company’s valuation was attractive following a period of relative underperformance. Moreover, we view management’s latest forward guidance as conservative given a number of factors that we believe have improved the near- and long-term setup, including market share gains, robust demand signals for its MacBook and iPhone products, and the emergence of advertising as a long-term growth driver.
As for sales, we eliminated the portfolio’s position in Meta Platforms, formerly known as Facebook, in order to reflect rising uncertainty
around the company’s strategic shift toward the metaverse. Additionally, we sold out of this position as part of a broader effort
to take profits from large tech names and rotate the funds into positions that we believe offer attractive risk/reward upside.
We also sold shares of Alphabet on relative strength as part of our effort to move some tech profits into names that we think maintain
an attractive risk/ reward profile. However, with dominant positions across everyday-use internet utilities, combined with a world-class
computing infrastructure and talent, we still believe Alphabet is well positioned to extract value from the economy as the world becomes
more digital.
What is portfolio management's outlook?
The crystal ball is becoming somewhat clearer now than it was six months ago. With inflation running at 40-year highs, central banks starting to tighten across the globe, and fiscal stimulus seemingly off the table, risk assets feel vulnerable in the first half of 2022. This is partially offset by the fact that: (1) the system remains awash in liquidity for now and (2) we are finally—hopefully—near endemic coronavirus. But, from a starting point of elevated valuations, we find it is hard to make a case for risk assets to move sharply higher during the year.
As such, your portfolio has adopted a more cautious stance heading into 2022. We think that after a decade of “valuation doesn’t
matter,” now is the time to emphasize high-quality, durable, reasonably valued companies that operate in the real economy. Specifically:
(1) We have increased our bets in aerospace, on the view that business and international travel is going to normalize over the next year
(GE, Boeing, Airbus).
(2) We have added to stocks that trade at reasonable valuations and stand to benefit from higher rates (Charles Schwab, Chubb) and/or
higher inflation (O’Reilly Automotive, Waste Connections, Middleby).
(3) We continue to concentrate our consumer discretionary holdings into so-called delayed reopening stocks that will see steady fundamental
improvement through 2022, if not longer (Cedar Fair, Live Nation Entertainment, Planet Fitness, Marriott International).
(4) We have pivoted strongly away from digital transformation stocks, eliminating many names from the portfolio. Our conviction has grown
that the unwind in profitless tech is a close analog to the dot-com bust and has more room to run (Snap, UiPath, Shopify, Block).
(5) Our holdings in durable “growth at a reasonable price” stocks remain sizable, consistent with before. These are quality
companies that we believe can grow earnings faster than the market, in most economic environments, yet trade at very reasonable multiples
(UnitedHealth Group, Molina Healthcare, T-Mobile US, VeriSign).
We continue to rely on our fundamental research and bottom-up stock selection process to construct your portfolio. You should expect the
portfolio to maintain large positions in many durable growth companies—those that we believe have the ability to increase revenues
and earnings regardless of the global economic environment. We believe that, over the longer term, strong risk-adjusted returns most often
arise from owning companies that are at the forefront of innovation and riding powerful, durable trends.
The views expressed reflect the opinions of T. Rowe Price as of the date of this report and are subject to change based on changes in market, economic, or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.
RISKS OF STOCK INVESTING
The fund’s share price can fall because of weakness in the stock markets, a particular industry, or specific holdings. Stock markets can decline for many reasons, including adverse political or economic developments, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, the investment manager’s assessment of companies held in a fund may prove incorrect, resulting in losses or poor performance even in rising markets.
RISKS OF GROWTH INVESTING
Growth stocks can be volatile for several reasons. Since these companies usually invest a high portion of earnings in their businesses, they may lack the dividends of value stocks that can cushion stock prices in a falling market. Also, earnings disappointments often lead to sharply falling prices because investors buy growth stocks in anticipation of superior earnings growth.
BENCHMARK INFORMATION
Note:
Lipper, a Thomson Reuters Company, is the source for all Lipper content reflected in these materials. Copyright 2022 © Refinitiv.
All rights reserved. Any copying, republication or redistribution of Lipper content is expressly prohibited without the prior written
consent of Lipper. Lipper shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.
Note: Frank Russell Company (Russell) is the source and owner of the Russell index data contained or reflected in these materials and
all trademarks and copyrights related thereto. Russell® is a registered trademark of Russell. Russell is not responsible
for the formatting or configuration of these materials or for any inaccuracy in T. Rowe Price Associates’ presentation thereof.
GROWTH OF $10,000
This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with benchmarks, which include a broad-based market index and may also include a peer group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages and indexes.
AVERAGE ANNUAL COMPOUND TOTAL RETURN
EXPENSE RATIO
FUND EXPENSE EXAMPLE
As a mutual fund shareholder, you may incur two types of costs: (1) transaction costs, such as redemption fees or sales loads, and (2)
ongoing costs, including management fees, distribution and service (12b-1) fees, and other fund expenses. The following example is intended
to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing
in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the most recent six-month period and
held for the entire period.
Please note that the fund has three share classes: The original share class (Investor Class) charges no distribution and service (12b-1)
fee, the Advisor Class shares are offered only through unaffiliated brokers and other financial intermediaries and charge a 0.25% 12b-1
fee, and I Class shares are available to institutionally oriented clients and impose no 12b-1 or administrative fee payment. Each share
class is presented separately in the table.
Actual
Expenses
The first line of the following table (Actual) provides information about actual account values and expenses based on the fund’s
actual returns. You may use the information on this line, together with your account balance, to estimate the expenses that you paid over
the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the
result by the number on the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on
your account during this period.
Hypothetical Example for Comparison Purposes
The information on the second line of the table (Hypothetical) is based on hypothetical account values and expenses derived from the fund’s
actual expense ratio and an assumed 5% per year rate of return before expenses (not the fund’s actual return). You may compare the
ongoing costs of investing in the fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that
appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual
ending account balance or expenses you paid for the period.
Note: T. Rowe Price charges an annual account service fee of $20, generally for accounts with less than $10,000. The fee is waived for any investor whose T. Rowe Price mutual fund accounts total $50,000 or more; accounts electing to receive electronic delivery of account statements, transaction confirmations, prospectuses, and shareholder reports; or accounts of an investor who is a T. Rowe Price Personal Services or Enhanced Personal Services client (enrollment in these programs generally requires T. Rowe Price assets of at least $250,000). This fee is not included in the accompanying table. If you are subject to the fee, keep it in mind when you are estimating the ongoing expenses of investing in the fund and when comparing the expenses of this fund with other funds.
You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs, such as redemption fees or sales loads. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. To the extent a fund charges transaction costs, however, the total cost of owning that fund is higher.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
December 31, 2021
The accompanying notes are an integral part of these financial statements.
December 31, 2021
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
| NOTES TO FINANCIAL STATEMENTS |
T. Rowe Price All-Cap Opportunities Fund, Inc. (the fund) , formerly the T. Rowe Price New America Growth Fund, is registered under the Investment Company Act of 1940 (the 1940 Act) as a diversified , open-end management investment company. The fund seeks to provide long-term capital growth by investing primarily in the common stocks of growth companies. The fund has three classes of shares: the All-Cap Opportunities Fund (Investor Class), the All-Cap Opportunities Fund–Advisor Class (Advisor Class) and the All-Cap Opportunities Fund–I Class (I Class). Advisor Class shares are sold only through various brokers and other financial intermediaries. I Class shares require a $500,000 initial investment minimum, although the minimum generally is waived or reduced for financial intermediaries, eligible retirement plans, and certain other accounts. Prior to November 15, 2021, the initial investment minimum was $1 million and was generally waived for financial intermediaries, eligible retirement plans, and other certain accounts. The Advisor Class operates under a Board-approved Rule 12b-1 plan pursuant to which the class compensates financial intermediaries for distribution, shareholder servicing, and/or certain administrative services; the Investor and I Classes do not pay Rule 12b-1 fees. Each class has exclusive voting rights on matters related solely to that class; separate voting rights on matters that relate to all classes; and, in all other respects, the same rights and obligations as the other classes.
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation The fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 (ASC 946). The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), including, but not limited to, ASC 946. GAAP requires the use of estimates made by management. Management believes that estimates and valuations are appropriate; however, actual results may differ from those estimates, and the valuations reflected in the accompanying financial statements may differ from the value ultimately realized upon sale or maturity.
Investment Transactions, Investment Income, and Distributions Investment transactions are accounted for on the trade date basis. Income and expenses are recorded on the accrual basis. Realized gains and losses are reported on the identified cost basis. Income tax-related interest and penalties, if incurred, are recorded as income tax expense. Dividends received from mutual fund investments are reflected as dividend income; capital gain distributions are reflected as realized gain/loss. Dividend income and capital gain distributions are recorded on the ex-dividend date. Distributions from REITs are initially recorded as dividend income and, to the extent such represent a return of capital or capital gain for tax purposes, are reclassified when such information becomes available. Non-cash dividends, if any, are recorded at the fair market value of the asset received. Distributions to shareholders are recorded on the ex-dividend date. Income distributions, if any, are declared and paid by each class annually. A capital gain distribution may also be declared and paid by the fund annually.
Currency Translation Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate, using the mean of the bid and asked prices of such currencies against U.S. dollars as provided by an outside pricing service. Purchases and sales of securities, income, and expenses are translated into U.S. dollars at the prevailing exchange rate on the respective date of such transaction. The effect of changes in foreign currency exchange rates on realized and unrealized security gains and losses is not bifurcated from the portion attributable to changes in market prices.
Class Accounting Shareholder servicing, prospectus, and shareholder report expenses incurred by each class are charged directly to the class to which they relate. Expenses common to all classes, investment income, and realized and unrealized gains and losses are allocated to the classes based upon the relative daily net assets of each class. The Advisor Class pays Rule 12b-1 fees, in an amount not exceeding 0.25% of the class’s average daily net assets.
Capital Transactions Each investor’s interest in the net assets of the fund is represented by fund shares. The fund’s net asset value (NAV) per share is computed at the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day the NYSE is open for business. However, the NAV per share may be calculated at a time other than the normal close of the NYSE if trading on the NYSE is restricted, if the NYSE closes earlier, or as may be permitted by the SEC. Purchases and redemptions of fund shares are transacted at the next-computed NAV per share, after receipt of the transaction order by T. Rowe Price Associates, Inc., or its agents.
Indemnification In the normal course of business, the fund may provide indemnification in connection with its officers and directors, service providers, and/or private company investments. The fund’s maximum exposure under these arrangements is unknown; however, the risk of material loss is currently considered to be remote.
NOTE 2 - VALUATION
Fair Value The fund’s financial instruments are valued at the close of the NYSE and are reported at fair value, which GAAP defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The T. Rowe Price Valuation Committee (the Valuation Committee) is an internal committee that has been delegated certain responsibilities by the fund’s Board of Directors (the Board) to ensure that financial instruments are appropriately priced at fair value in accordance with GAAP and the 1940 Act. Subject to oversight by the Board, the Valuation Committee develops and oversees pricing-related policies and procedures and approves all fair value determinations. Specifically, the Valuation Committee establishes policies and procedures used in valuing financial instruments, including those which cannot be valued in accordance with normal procedures or using pricing vendors; determines pricing techniques, sources, and persons eligible to effect fair value pricing actions; evaluates the services and performance of the pricing vendors; oversees the pricing process to ensure policies and procedures are being followed; and provides guidance on internal controls and valuation-related matters. The Valuation Committee provides periodic reporting to the Board on valuation matters.
Various valuation techniques and inputs are used to determine the fair value of financial instruments. GAAP establishes the following fair value hierarchy that categorizes the inputs used to measure fair value:
Level 1 – quoted prices (unadjusted) in active markets for identical financial instruments that the fund can access at the reporting date
Level 2 – inputs other than Level 1 quoted prices that are observable, either directly or indirectly (including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads)
Level 3 – unobservable inputs (including the fund’s own assumptions in determining fair value)
Observable inputs are developed using market data, such as publicly available information about actual events or transactions, and reflect the assumptions that market participants would use to price the financial instrument. Unobservable inputs are those for which market data are not available and are developed using the best information available about the assumptions that market participants would use to price the financial instrument. GAAP requires valuation techniques to maximize the use of relevant observable inputs and minimize the use of unobservable inputs. When multiple inputs are used to derive fair value, the financial instrument is assigned to the level within the fair value hierarchy based on the lowest-level input that is significant to the fair value of the financial instrument. Input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level but rather the degree of judgment used in determining those values.
Valuation Techniques Equity securities, including exchange-traded funds, listed or regularly traded on a securities exchange or in the over-the-counter (OTC) market are valued at the last quoted sale price or, for certain markets, the official closing price at the time the valuations are made. OTC Bulletin Board securities are valued at the mean of the closing bid and asked prices. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the closing bid and asked prices for domestic securities and the last quoted sale or closing price for international securities.
The last quoted prices of non-U.S. equity securities may be adjusted to reflect the fair value of such securities at the close of the NYSE, if the fund determines that developments between the close of a foreign market and the close of the NYSE will affect the value of some or all of its portfolio securities. Each business day, the fund uses information from outside pricing services to evaluate and, if appropriate, decide whether it is necessary to adjust quoted prices to reflect fair value by reviewing a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The fund uses outside pricing services to provide it with quoted prices and information to evaluate or adjust those prices. The fund cannot predict how often it will use quoted prices and how often it will determine it necessary to adjust those prices to reflect fair value.
Investments in mutual funds are valued at the mutual fund’s closing NAV per
share on the day of valuation. Assets and liabilities other than financial instruments, including short-term receivables and
payables, are carried at cost, or estimated realizable value, if less, which approximates fair value.
Investments for which
market quotations or market-based valuations are not readily available or deemed unreliable are valued at fair value as determined
in good faith by the Valuation Committee, in accordance with fair valuation policies and procedures. The objective of any fair value
pricing determination is to arrive at a price that could reasonably be expected from a current sale. Financial instruments fair
valued by the Valuation Committee are primarily private placements, restricted securities, warrants, rights, and other securities
that are not publicly traded. Factors used in determining fair value vary by type of investment and may include market or investment
specific considerations. The Valuation Committee typically will afford greatest weight to actual prices in arm’s length transactions, to
the extent they represent orderly transactions between market participants, transaction information can be reliably obtained, and prices
are deemed representative of fair value. However, the Valuation Committee may also consider other valuation methods such as market-based
valuation multiples; a discount or premium from market value of a similar, freely traded security of the same issuer; discounted cash
flows; yield to maturity; or some combination. Fair value determinations are reviewed on a regular basis and updated as information becomes
available, including actual purchase and sale transactions of the investment. Because any fair value determination involves a significant
amount of judgment, there is a degree of subjectivity inherent in such pricing decisions, and fair value prices determined by the Valuation
Committee could differ from those of other market participants.
Valuation Inputs The following table summarizes the fund’s financial instruments, based on the inputs used to determine their fair values on December 31, 2021 (for further detail by category, please refer to the accompanying Portfolio of Investments):
Following is a reconciliation of the fund’s Level 3 holdings for the year ended December 31, 2021. Gain (loss) reflects both realized and change in unrealized gain/loss on Level 3 holdings during the period, if any, and is included on the accompanying Statement of Operations. The change in unrealized gain/loss on Level 3 instruments held at December 31, 2021, totaled $6,658,000 for the year ended December 31, 2021.
NOTE 3 - OTHER INVESTMENT TRANSACTIONS
Consistent with its investment objective, the fund engages in the following
practices to manage exposure to certain risks and/or to enhance performance. The investment objective, policies, program, and risk
factors of the fund are described more fully in the fund’s prospectus and Statement of Additional Information.
Restricted
Securities The fund invests in securities that are subject to legal or contractual restrictions on resale. Prompt sale of such
securities at an acceptable price may be difficult and may involve substantial delays and additional costs.
Securities
Lending The fund may lend its securities to approved borrowers to earn additional income. Its securities lending activities are
administered by a lending agent in accordance with a securities lending agreement. Security loans generally do not have stated
maturity dates, and the fund may recall a security at any time. The fund receives collateral in the form of cash or U.S. government
securities. Collateral is maintained over the life of the loan in an amount not less than the value of loaned securities; any
additional collateral required due to changes in security values is delivered to the fund the next business day. Cash collateral is
invested in accordance with investment guidelines approved by fund management. Additionally, the lending agent indemnifies the fund
against losses resulting from borrower default. Although risk is mitigated by the collateral and indemnification, the fund could
experience a delay in recovering its securities and a possible loss of income or value if the borrower fails to return the
securities, collateral investments decline in value, and the lending agent fails to perform. Securities lending revenue consists of
earnings on invested collateral and borrowing fees, net of any rebates to the borrower, compensation to the lending agent, and other
administrative costs. In accordance with GAAP, investments made with cash collateral are reflected in the accompanying financial
statements, but collateral received in the form of securities is not. At December 31, 2021, there were no securities on loan.
Other Purchases
and sales of portfolio securities other than short-term securities aggregated $6,363,607,000 and $6,666,052,000, respectively, for
the year ended December 31, 2021.
NOTE 4 - FEDERAL INCOME TAXES
Generally, no provision for federal income taxes is required since the fund
intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to
shareholders all of its taxable income and gains. Distributions determined in accordance with federal income tax regulations may
differ in amount or character from net investment income and realized gains for financial reporting purposes.
The fund
files U.S. federal, state, and local tax returns as required. The fund’s tax returns are subject to examination by the
relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing
of the tax return but which can be extended to six years in certain circumstances. Tax returns for open years have incorporated no
uncertain tax positions that require a provision for income taxes.
Financial reporting records are adjusted for permanent book/tax differences to reflect tax character but are not adjusted for temporary
differences. The permanent book/tax adjustments have no impact on results of operations or net assets and relate primarily to a tax practice
that treats a portion of the proceeds from each redemption of capital shares as a distribution of taxable net investment income or realized
capital gain and the offset of the current net operating loss against realized gains. For the year ended December 31, 2021, the following
reclassification was recorded:
Distributions during the years ended December 31, 2021 and December 31, 2020, were characterized for tax purposes as follows:
At December 31, 2021, the tax-basis cost of investments and components of net assets were as follows:
The difference between book-basis and tax-basis net unrealized appreciation (depreciation) is attributable to the deferral of losses from wash sales for tax purposes. The fund intends to retain realized gains to the extent of available capital loss carryforwards. Net realized capital losses may be carried forward indefinitely to offset future realized capital gains. All or a portion of the capital loss carryforwards may be from losses realized between November 1 and the fund’s fiscal year-end, which are deferred for tax purposes until the subsequent year but recognized for financial reporting purposes in the year realized.
NOTE 5 - FOREIGN TAXES
The fund is subject to foreign income taxes imposed by certain countries in which it invests. Additionally, capital gains realized upon disposition of securities issued in or by certain foreign countries are subject to capital gains tax imposed by those countries. All taxes are computed in accordance with the applicable foreign tax law, and, to the extent permitted, capital losses are used to offset capital gains. Taxes attributable to income are accrued by the fund as a reduction of income. Current and deferred tax expense attributable to capital gains is reflected as a component of realized or change in unrealized gain/loss on securities in the accompanying financial statements. To the extent that the fund has country specific capital loss carryforwards, such carryforwards are applied against net unrealized gains when determining the deferred tax liability. Any deferred tax liability incurred by the fund is included in either Other liabilities or Deferred tax liability on the accompanying Statement of Assets and Liabilities.
NOTE 6 - RELATED PARTY TRANSACTIONS
The fund is managed by T. Rowe Price Associates, Inc. (Price Associates), a
wholly owned subsidiary of T. Rowe Price Group, Inc. (Price Group). The investment management agreement between the fund and Price
Associates provides for an annual investment management fee, which is computed daily and paid monthly. The fee consists of an
individual fund fee, equal to 0.35% of the fund’s average daily net assets, and a group fee. The group fee rate is calculated
based on the combined net assets of certain mutual funds sponsored by Price Associates (the group) applied to a graduated fee
schedule, with rates ranging from 0.48% for the first $1 billion of assets to 0.260% for assets in excess of $845 billion. The
fund’s group fee is determined by applying the group fee rate to the fund’s average daily net assets. The fee is
computed daily and paid monthly. At December 31, 2021, the effective annual group fee rate was 0.28%.
The I Class is subject
to an operating expense limitation (I Class Limit) pursuant to which Price Associates is contractually required to pay all operating
expenses of the I Class, excluding management fees; interest; expenses related to borrowings, taxes, and brokerage; and other
non-recurring expenses permitted by the investment management agreement, to the extent such operating expenses, on an annualized
basis, exceed the I Class Limit. This agreement will continue through the expense limitation date indicated in the table below, and
may be renewed, revised, or revoked only with approval of the fund’s Board. The I Class is required to repay Price Associates
for expenses previously paid to the extent the class’s net assets grow or expenses decline sufficiently to allow repayment
without causing the class’s operating expenses (after the repayment is taken into account) to exceed the lesser of: (1) the I
Class Limit in place at the time such amounts were paid; or (2) the current I Class Limit. However, no repayment will be made more
than three years after the date of a payment or waiver.
In addition, the fund has entered into service agreements with Price Associates
and two wholly owned subsidiaries of Price Associates, each an affiliate of the fund (collectively, Price). Price Associates
provides certain accounting and administrative services to the fund. T. Rowe Price Services, Inc. provides shareholder and
administrative services in its capacity as the fund’s transfer and dividend-disbursing agent. T. Rowe Price Retirement Plan
Services, Inc. provides subaccounting and recordkeeping services for certain retirement accounts invested in the Investor Class and
Advisor Class. For the year ended December 31, 2021, expenses incurred pursuant to these service agreements were $82,000 for Price
Associates; $1,535,000 for T. Rowe Price Services, Inc.; and $600,000 for T. Rowe Price Retirement Plan Services, Inc. All amounts
due to and due from Price, exclusive of investment management fees payable, are presented net on the accompanying Statement of
Assets and Liabilities.
The fund may invest its cash reserves in certain open-end management investment companies managed by
Price Associates and considered affiliates of the fund: the T. Rowe Price Government Reserve Fund or the T. Rowe Price Treasury
Reserve Fund, organized as money market funds, or the T. Rowe Price Short-Term Fund, a short-term bond fund (collectively, the Price
Reserve Funds). The Price Reserve Funds are offered as short-term investment options to mutual funds, trusts, and other accounts
managed by Price Associates or its affiliates and are not available for direct purchase by members of the public. Cash collateral
from securities lending, if any, is invested in the T. Rowe Price Government Reserve Fund; prior to December 13, 2021, the cash
collateral from securities lending was invested in the T. Rowe Price Short-Term Fund. The Price Reserve Funds pay no investment
management fees.
The fund may participate in securities purchase and sale transactions with other funds or accounts advised
by Price Associates (cross trades), in accordance with procedures adopted by the fund’s Board and Securities and Exchange
Commission rules, which require, among other things, that such purchase and sale cross trades be effected at the independent current
market price of the security. During the year ended December 31, 2021, the fund had no purchases or sales cross trades with other
funds or accounts advised by Price Associates.
Price Associates has voluntarily agreed to reimburse the fund from its own
resources on a monthly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This
agreement may be rescinded at any time. For the year ended December 31, 2021, this reimbursement amounted to $276,000, which is
included in Net realized gain (loss) on Securities in the Statement of Operations.
NOTE 7 - INTERFUND LENDING PROGRAM
Price Associates has developed and manages an interfund lending program that provides temporary liquidity to the T. Rowe Price-sponsored mutual funds. The program permits the borrowing and lending of cash between the fund and other T. Rowe Price-sponsored mutual funds at rates beneficial to both the borrowing and lending funds. Pursuant to program guidelines, the fund may lend up to 15% of its net assets, and no more than 5% of its net assets may be lent to any one borrower. Loans totaling 10% or more of a borrowing fund’s total assets require collateralization at 102% of the value of the loan; loans of less than 10% are unsecured. During the year ended December 31, 2021, the fund earned $1,000 in interest income related to loans made to other funds on six days in the average amount of $5,067,000 and at an average annual rate of 1.64%. At December 31, 2021, there were no loans outstanding.
NOTE 8 - OTHER MATTERS
Unpredictable events such as environmental or natural disasters, war, terrorism, pandemics, outbreaks of infectious diseases, and similar public health threats may significantly affect the economy and the markets and issuers in which a fund invests. Certain events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others, and exacerbate other pre-existing political, social, and economic risks. The fund’s performance could be negatively impacted if the value of a portfolio holding were harmed by such events. Since 2020, a novel strain of coronavirus (COVID-19) has resulted in disruptions to global business activity and caused significant volatility and declines in global financial markets. The duration of this outbreak or others and their effects cannot be determined with certainty.
To the Board of Directors and Shareholders of
T. Rowe Price All-Cap Opportunities Fund, Inc.
Opinion on the Financial Statements
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2021 by correspondence with the custodians, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Baltimore, Maryland
February 15, 2022
We have served as the auditor of one or more investment companies in the T. Rowe Price group of investment companies since 1973.
TAX INFORMATION (UNAUDITED) FOR THE TAX YEAR ENDED 12/31/21
We are providing this information as required by the Internal Revenue Code. The amounts shown may differ from those elsewhere in this
report because of differences between tax and financial reporting requirements.
The fund’s distributions to
shareholders included:
■ $617,474,000 from short-term capital gains
■ $1,053,813,000 from long-term capital gains, of which $1,053,624,000 was subject to a long-term capital gains tax rate of not greater
than 20% and $189,000 to a long-term capital gains tax rate of not greater than 25%
For taxable non-corporate shareholders, $48,460,000 of the fund's income represents qualified dividend income subject to a long-term capital
gains tax rate of not greater than 20%.
For corporate shareholders, $45,000,000 of the fund's income qualifies for the dividends-received deduction.
For individuals and certain trusts and estates which are entitled to claim a deduction of up to 20% of their combined qualified real estate
investment trust (REIT) dividends, $1,488,000 of the fund's income qualifies as qualified real estate investment trust (REIT) dividends.
INFORMATION ON PROXY VOTING POLICIES, PROCEDURES, AND RECORDS
A description of the policies and procedures used by T. Rowe Price funds to determine how to vote proxies relating to portfolio securities
is available in each fund’s Statement of Additional Information. You may request this document by calling 1-800-225-5132 or by accessing
the SEC’s website, sec.gov.
The description of our proxy voting policies and procedures is also available on our corporate website. To access it, please visit the
following Web page:
https://www.troweprice.com/corporate/en/utility/policies.html
Scroll down to the section near the bottom of the page that says, “Proxy Voting Policies.” Click on the Proxy Voting Policies
link in the shaded box.
Each fund’s most recent annual proxy voting record is available on our website and through the SEC’s website. To access it
through T. Rowe Price, visit the website location shown above, and scroll down to the section near the bottom of the page that says, “Proxy
Voting Records.” Click on the Proxy Voting Records link in the shaded box.
HOW TO OBTAIN QUARTERLY PORTFOLIO HOLDINGS
The fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s reports on Form N-PORT are available electronically on the SEC’s website (sec.gov). In addition, most T. Rowe Price funds disclose their first and third fiscal quarter-end holdings on troweprice.com.
LIQUIDITY RISK MANAGEMENT PROGRAM
In accordance with Rule 22e-4 (Liquidity Rule) under the Investment Company Act of 1940, as amended, the fund has established a liquidity risk management program (Liquidity Program) reasonably designed to assess and manage the fund’s liquidity risk, which generally represents the risk that the fund would not be able to meet redemption requests without significant dilution of remaining investors’ interests in the fund. The fund’s Board of Directors (Board) has appointed the fund’s investment advisor, T. Rowe Price Associates, Inc. (Price Associates), as the administrator of the Liquidity Program. As administrator, Price Associates is responsible for overseeing the day-to-day operations of the Liquidity Program and, among other things, is responsible for assessing, managing, and reviewing with the Board at least annually the liquidity risk of each T. Rowe Price fund. Price Associates has delegated oversight of the Liquidity Program to a Liquidity Risk Committee (LRC), which is a cross-functional committee composed of personnel from multiple departments within Price Associates.
The Liquidity Program’s principal objectives include supporting the T. Rowe Price funds’ compliance with limits on investments in illiquid assets and mitigating the risk that the fund will be unable to timely meet its redemption obligations. The Liquidity Program also includes a number of elements that support the management and assessment of liquidity risk, including an annual assessment of factors that influence the fund’s liquidity and the periodic classification and reclassification of a fund’s investments into categories that reflect the LRC’s assessment of their relative liquidity under current market conditions. Under the Liquidity Program, every investment held by the fund is classified at least monthly into one of four liquidity categories based on estimations of the investment’s ability to be sold during designated time frames in current market conditions without significantly changing the investment’s market value.
As required by the Liquidity Rule, at a meeting held on July 27, 2021, the Board was presented with an annual assessment prepared by the LRC, on behalf of Price Associates, that addressed the operation of the Liquidity Program and assessed its adequacy and effectiveness of implementation, including any material changes to the Liquidity Program and the determination of each fund’s Highly Liquid Investment Minimum (HLIM). The annual assessment included consideration of the following factors, as applicable: the fund’s investment strategy and liquidity of portfolio investments during normal and reasonably foreseeable stressed conditions, including whether the investment strategy is appropriate for an open-end fund, the extent to which the strategy involves a relatively concentrated portfolio or large positions in particular issuers, and the use of borrowings for investment purposes and derivatives; short-term and long-term cash flow projections covering both normal and reasonably foreseeable stressed conditions; and holdings of cash and cash equivalents, as well as available borrowing arrangements.
For the fund and other T. Rowe Price funds, the annual assessment incorporated a report related to a fund’s holdings, shareholder and portfolio concentration, any borrowings during the period, cash flow projections, and other relevant data for the period of April 1, 2020, through March 31, 2021. The report described the methodology for classifying a fund’s investments (including derivative transactions) into one of four liquidity categories, as well as the percentage of a fund’s investments assigned to each category. It also explained the methodology for establishing a fund’s HLIM and noted that the LRC reviews the HLIM assigned to each fund no less frequently than annually.
During the period covered by the annual assessment, the LRC has concluded, and reported to the Board, that the Liquidity Program continues to operate adequately and effectively and is reasonably designed to assess and manage the fund’s liquidity risk.
ABOUT THE FUND’S DIRECTORS AND OFFICERS
Your fund is overseen by a Board of Directors (Board) that meets regularly to review a wide variety of matters affecting or potentially affecting the fund, including performance, investment programs, compliance matters, advisory fees and expenses, service providers, and business and regulatory affairs. The Board elects the fund’s officers, who are listed in the final table. At least 75% of the Board’s members are considered to be independent, i.e., not “interested persons” as defined in Section 2(a)(19) of the 1940 Act, of the Boards of T. Rowe Price Associates, Inc. (T. Rowe Price), and its affiliates; “interested” directors and officers are employees of T. Rowe Price. The business address of each director and officer is 100 East Pratt Street, Baltimore, Maryland 21202. The Statement of Additional Information includes additional information about the fund directors and is available without charge by calling a T. Rowe Price representative at 1-800-638-5660.
INDEPENDENT DIRECTORS(a)
| Name (Year of Birth) Year Elected [Number of T. Rowe Price Portfolios Overseen] |
Principal
Occupation(s) and Directorships of Public Companies and Other Investment Companies During the Past Five Years | |
| Teresa Bryce Bazemore (1959) 2018 [204] |
President and Chief Executive Officer, Federal Home Loan Bank of San Francisco (2021 to present); President, Radian Guaranty (2008 to 2017); Chief Executive Officer, Bazemore Consulting LLC (2018 to 2021); Director, Chimera Investment Corporation (2017 to 2021); Director, First Industrial Realty Trust (2020 to present); Director, Federal Home Loan Bank of Pittsburgh (2017 to 2019) | |
| Ronald J. Daniels (1959) 2018 [204] |
President, The Johns Hopkins University(b) and Professor, Political Science Department, The Johns Hopkins University (2009 to present); Director, Lyndhurst Holdings (2015 to present); Director, BridgeBio Pharma, Inc. (2020 to present) | |
| Bruce W. Duncan (1951) 2013 [204] |
President, Chief Executive Officer, and Director, CyrusOne, Inc. (2020 to 2021); Chief Executive Officer and Director (2009 to 2016), Chair of the Board (2016 to 2020), and President (2009 to 2016), First Industrial Realty Trust, owner and operator of industrial properties; Chair of the Board (2005 to 2016) and Director (1999 to 2016), Starwood Hotels & Resorts, a hotel and leisure company; Member, Investment Company Institute Board of Governors (2017 to 2019); Member, Independent Directors Council Governing Board (2017 to 2019); Senior Advisor, KKR (2018 to present); Director, Boston Properties (2016 to present); Director, Marriott International, Inc. (2016 to 2020) | |
| Robert J. Gerrard, Jr. (1952) 2012 [204] |
Advisory Board Member, Pipeline Crisis/Winning Strategies, a collaborative working to improve opportunities for young African Americans (1997 to 2016); Chair of the Board, all funds (July 2018 to present) | |
| Paul F. McBride (1956) 2013 [204] |
Advisory Board Member, Vizzia Technologies (2015 to present); Board Member, Dunbar Armored (2012 to 2018) | |
| Cecilia E. Rouse, Ph.D.(c) (1963) 2012 [0] |
Dean, Princeton School of Public and International Affairs (2012 to present); Professor and Researcher, Princeton University (1992 to present); Director of Education Studies Committee, MDRC, a nonprofit education and social policy research organization (2011 to 2020); Member, National Academy of Education (2010 to present); Board Member, National Bureau of Economic Research (2011 to present); Board Member of the Council on Foreign Relations (2018 to present); Board Member, The Pennington School (2017 to present); Board Member, the University of Rhode Island (2020 to present); Chair of Committee on the Status of Minority Groups in the Economic Profession of the American Economic Association (2012 to 2018); Vice President (2015 to 2016) and Board Member (2018 to present), American Economic Association | |
| John G. Schreiber(d) (1946) 2001 [0] |
Owner/President, Centaur Capital Partners, Inc., a real estate investment company (1991 to present); Cofounder, Partner, and Cochair of the Investment Committee, Blackstone Real Estate Advisors, L.P. (1992 to 2015); Director, Blackstone Mortgage Trust, a real estate finance company (2012 to 2016); Director and Chair of the Board, Brixmor Property Group, Inc. (2013 to present); Director, Hilton Worldwide (2007 to present); Director, Hudson Pacific Properties (2014 to 2016); Director, Invitation Homes (2014 to 2017); Director, JMB Realty Corporation (1980 to present) | |
| Kellye Walker(e) (1966) 2021 [204] |
Executive Vice President and Chief Legal Officer, Eastman Chemical Company (April 2020 to present); Executive Vice President and Chief Legal Officer, Huntington Ingalls Industries, Inc. (NYSE: HIl) (January 2015 to March 2020); Director, Lincoln Electric Company (October 2020 to present) |
(a) All information about the independent directors was current as of December 31, 2020, unless otherwise indicated, except for the number of portfolios overseen, which is current as of the date of this report.
(b) William J. Stromberg, chair of the Board, director, and chief executive officer of T. Rowe Price Group, Inc., the parent company of the Price Funds’ investment advisor, has served on the Board of Trustees of Johns Hopkins University since 2014.
(c) Effective March 4, 2021, Dr. Rouse resigned from her role as independent director of the Price Funds.
(d) Effective December 31, 2021, Mr. Schreiber resigned from his role as independent director of the Price Funds.
(e) Effective November 8, 2021, Ms. Walker was elected as independent director of the Price Funds.
INTERESTED DIRECTORS(a)
| Name (Year of Birth) Year Elected [Number of T. Rowe Price Portfolios Overseen] |
Principal
Occupation(s) and Directorships of Public Companies and Other Investment Companies During the Past Five Years | |
| David Oestreicher (1967) 2018 [204] |
General Counsel, Vice President, and Secretary, T. Rowe Price Group, Inc.; Chair of the Board, Chief Executive Officer, President, and Secretary, T. Rowe Price Trust Company; Director, Vice President, and Secretary, T. Rowe Price, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Services, Inc.; Director and Secretary, T. Rowe Price Investment Management, Inc. (Price Investment Management); Vice President and Secretary, T. Rowe Price International (Price International); Vice President, T. Rowe Price Hong Kong (Price Hong Kong), T. Rowe Price Japan (Price Japan), and T. Rowe Price Singapore (Price Singapore); Principal Executive Officer and Executive Vice President, all funds | |
| Robert W. Sharps,
CFA, CPA (1971) 2017 [204] |
Director and Vice President, T. Rowe Price; President, T. Rowe Price Group, Inc.; Director, Price Investment Management; Vice President, T. Rowe Price Trust Company |
(a) All information about the interested directors was current as of December 31, 2020, unless otherwise indicated, except for the number of portfolios overseen, which is current as of the date of this report.
OFFICERS
| Name (Year of Birth) Position Held With All-Cap Opportunities Fund |
Principal Occupation(s) | |
| Jason R. Adams (1979) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Ziad Bakri, M.D., CFA (1980) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Shaun M. Currie (1986) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Eric L. DeVilbiss, CFA (1983) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| Shawn T. Driscoll (1975) Vice President |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
| Alan S. Dupski, CPA (1982) Principal Financial Officer, Vice President, and Treasurer |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
| Jon M. Friar (1982) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. | |
| John R. Gilner (1961) Chief Compliance Officer |
Chief Compliance Officer and Vice President, T. Rowe Price; Vice President, T. Rowe Price Group, Inc., and T. Rowe Price Investment Services, Inc. | |
| Gary J. Greb (1961) Vice President |
Vice President, T. Rowe Price, Price International, and T. Rowe Price Trust Company | |
| Jeffrey Holford, Ph.D., ACA (1972) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Managing Director, Jeffries Financial Group (to 2018) | |
| Paul J. Krug, CPA (1964) Vice President |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company | |
| Dante Pearson (1990) Vice President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Equity Analyst Intern, MFS (to 2016) | |
| Fran M. Pollack-Matz (1961) Vice President and Secretary |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Services, Inc. | |
| Shannon H. Rauser (1987) Assistant Secretary |
Assistant Vice President, T. Rowe Price | |
| Craig A. Thiese (1975) Vice President |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and Price International | |
| Megan Warren (1968) Vice President |
Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; formerly, Executive Director, JPMorgan Chase (to 2017) | |
| Ari Weisband (1992) Vice President |
Vice President, T. Rowe Price | |
| Justin P. White (1981) President |
Vice President, T. Rowe Price and T. Rowe Price Group, Inc. |
Unless otherwise noted, officers have been employees of T. Rowe Price or Price International for at least 5 years.
Item 1. (b) Notice pursuant to Rule 30e-3.
Not applicable.
Item 2. Code of Ethics.
The registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.
Item 3. Audit Committee Financial Expert.
The registrant's Board of Directors has determined that Ms. Teresa Bryce Bazemore qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Bazemore is considered independent for purposes of Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) – (d) Aggregate fees billed for the last two fiscal years for professional services rendered to, or on behalf of, the registrant by the registrant's principal accountant were as follows:
Audit fees include amounts related to the audit of the registrant's annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant's financial statements and specifically include the issuance of a report on internal controls and, if applicable, agreed-upon procedures related to fund acquisitions. Tax fees include amounts related to services for tax compliance, tax planning, and tax advice. The nature of these services specifically includes the review of distribution calculations and the preparation of Federal, state, and excise tax returns. All other fees include the registrant's pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant's Board of Directors/Trustees.
(e)(1) The registrant's audit committee has adopted a policy whereby audit and non-audit services performed by the registrant's principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted.
(2) No services included in (b) – (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $3,732,000 and $3,781,000, respectively.
(h) All non-audit services rendered in (g) above were pre-approved by the registrant’s audit committee. Accordingly, these services were considered by the registrant’s audit committee in maintaining the principal accountant’s independence.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There has been no change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.
Item 11. Controls and Procedures.
(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.
(b) The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 13. Exhibits.
(a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is attached.
(3) Written solicitation to repurchase securities issued by closed-end companies: not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
T. Rowe Price All-Cap Opportunities Fund, Inc.
| By | /s/ David Oestreicher | |||||
| David Oestreicher | ||||||
| Principal Executive Officer | ||||||
| Date | February 15, 2022 | |||||
Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
| By | /s/ David Oestreicher | |||||
| David Oestreicher | ||||||
| Principal Executive Officer | ||||||
| Date | February 15, 2022 | |||||
| By | /s/ Alan S. Dupski | |||||
| Alan S. Dupski | ||||||
| Principal Financial Officer | ||||||
| Date | February 15, 2022 | |||||