T.

ROWE

PRICE

All-Cap

Opportunities

Fund

March

31,

2021

(Unaudited)

1

Portfolio

of

Investments

‡

Shares

$

Value

(Cost

and

value

in

$000s)

‡

COMMON

STOCKS

96.7%

COMMUNICATION

SERVICES

17.0%

Entertainment

5.6%

CTS

Eventim

(EUR) (1)

684,107‌

39,728‌

Liberty

Media-Liberty

Formula

One,

Class

C (1)

1,697,700‌

73,493‌

Live

Nation

Entertainment (1)

1,625,129‌

137,567‌

Netflix (1)

257,454‌

134,304‌

Sea,

ADR (1)

243,777‌

54,418‌

439,510‌

Interactive

Media

&

Services

8.3%

Alphabet,

Class

C (1)

189,760‌

392,543‌

Facebook,

Class

A (1)

721,341‌

212,456‌

Snap,

Class

A (1)

977,484‌

51,113‌

656,112‌

Media

1.1%

Charter

Communications,

Class

A (1)

137,204‌

84,658‌

84,658‌

Wireless

Telecommunication

Services

2.0%

T-Mobile

U.S. (1)

1,233,617‌

154,560‌

154,560‌

Total

Communication

Services

1,334,840‌

CONSUMER

DISCRETIONARY

15.0%

Diversified

Consumer

Services

0.5%

Bright

Horizons

Family

Solutions (1)

240,695‌

41,267‌

41,267‌

Hotels,

Restaurants

&

Leisure

4.8%

Cedar

Fair 

1,708,100‌

84,858‌

Marriott

Vacations

Worldwide (1)

179,568‌

31,277‌

Planet

Fitness,

Class

A (1)

1,025,374‌

79,262‌

Starbucks 

455,000‌

49,718‌

Vail

Resorts 

189,800‌

55,357‌

Yum!

Brands 

689,996‌

74,644‌

375,116‌

Household

Durables

0.9%

Gree

Electric

Appliances

of

Zhuhai,

A

Shares

(CNH) 

7,364,615‌

70,622‌

70,622‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

2

Shares

$

Value

(Cost

and

value

in

$000s)

Internet

&

Direct

Marketing

Retail

6.3%

Amazon.com (1)

159,053‌

492,123‌

492,123‌

Specialty

Retail

2.5%

Burlington

Stores (1)

156,504‌

46,763‌

Carvana

 (1)

122,076‌

32,033‌

Ross

Stores 

1,013,498‌

121,529‌

200,325‌

Total

Consumer

Discretionary

1,179,453‌

CONSUMER

STAPLES

0.5%

Food

Products

0.5%

Barry

Callebaut

(CHF) 

17,102‌

38,720‌

Total

Consumer

Staples

38,720‌

FINANCIALS

5.9%

Banks

2.7%

East

West

Bancorp 

1,052,400‌

77,667‌

Wells

Fargo 

2,501,800‌

97,745‌

Western

Alliance

Bancorp 

410,705‌

38,787‌

214,199‌

Capital

Markets

3.2%

Charles

Schwab 

1,291,900‌

84,206‌

CME

Group 

384,900‌

78,608‌

London

Stock

Exchange

Group

(GBP) 

707,560‌

67,643‌

XP,

Class

A (1)

612,567‌

23,075‌

253,532‌

Total

Financials

467,731‌

HEALTH

CARE

15.3%

Biotechnology

4.8%

AbbVie 

1,538,833‌

166,533‌

Alexion

Pharmaceuticals (1)

393,135‌

60,114‌

Argenx

,

ADR (1)

133,187‌

36,678‌

Kodiak

Sciences (1)

100,607‌

11,408‌

Moderna

 (1)

514,199‌

67,334‌

Ultragenyx

Pharmaceutical (1)

287,869‌

32,777‌

374,844‌

Health

Care

Equipment

&

Supplies

2.6%

Cooper 

201,473‌

77,384‌

DENTSPLY

SIRONA 

949,400‌

60,581‌

Intuitive

Surgical (1)

87,758‌

64,848‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

3

Shares

$

Value

(Cost

and

value

in

$000s)

Pax

Labs,

Class

A,

Acquisition

Date:

4/18/19,

Cost $9,145 (1)(2)

(3)

2,428,492‌

4,080‌

206,893‌

Health

Care

Providers

&

Services

5.5%

HCA

Healthcare 

338,122‌

63,682‌

Humana 

141,501‌

59,324‌

Molina

Healthcare (1)

322,100‌

75,294‌

UnitedHealth

Group 

629,553‌

234,238‌

432,538‌

Life

Sciences

Tools

&

Services

0.2%

Thermo

Fisher

Scientific 

38,900‌

17,753‌

17,753‌

Pharmaceuticals

2.2%

Eli

Lilly 

624,200‌

116,613‌

Zoetis 

368,700‌

58,063‌

174,676‌

Total

Health

Care

1,206,704‌

INDUSTRIALS

&

BUSINESS

SERVICES

10.0%

Aerospace

&

Defense

1.2%

Airbus

(EUR) (1)

816,295‌

92,582‌

92,582‌

Electrical

Equipment

0.3%

Array

Technologies (1)

768,068‌

22,904‌

22,904‌

Industrial

Conglomerates

2.1%

General

Electric 

6,733,400‌

88,410‌

Roper

Technologies 

199,700‌

80,547‌

168,957‌

Machinery

3.5%

Caterpillar 

268,500‌

62,257‌

Fortive

722,100‌

51,009‌

Middleby

 (1)

1,000,100‌

165,767‌

279,033‌

Professional

Services

2.9%

Clarivate

 (1)

3,833,812‌

101,174‌

CoStar

Group (1)

48,131‌

39,559‌

Equifax 

316,354‌

57,301‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

4

Shares

$

Value

(Cost

and

value

in

$000s)

TransUnion 

343,400‌

30,906‌

228,940‌

Total

Industrials

&

Business

Services

792,416‌

INFORMATION

TECHNOLOGY

29.3%

Electronic

Equipment,

Instruments

&

Components

0.2%

Littelfuse

46,545‌

12,308‌

12,308‌

IT

Services

11.4%

Euronet

Worldwide (1)

856,981‌

118,520‌

Fidelity

National

Information

Services 

715,672‌

100,631‌

Global

Payments 

610,770‌

123,119‌

Mastercard

,

Class

A 

446,390‌

158,937‌

StoneCo

,

Class

A (1)

919,776‌

56,309‌

Visa,

Class

A 

1,317,503‌

278,955‌

Wix.com (1)

205,588‌

57,404‌

893,875‌

Semiconductors

&

Semiconductor

Equipment

6.3%

Advanced

Micro

Devices (1)

778,900‌

61,144‌

Infineon

Technologies

(EUR) 

1,932,388‌

82,218‌

Maxim

Integrated

Products 

1,167,394‌

106,665‌

Micron

Technology (1)

685,800‌

60,494‌

Taiwan

Semiconductor

Manufacturing,

ADR 

484,351‌

57,289‌

Texas

Instruments 

658,112‌

124,377‌

492,187‌

Software

10.0%

Ceridian

HCM

Holding (1)

469,905‌

39,599‌

Intuit 

224,003‌

85,807‌

Microsoft 

1,472,624‌

347,201‌

RealPage

 (1)

248,204‌

21,643‌

salesforce.com (1)

259,044‌

54,884‌

ServiceNow

 (1)

197,083‌

98,563‌

Splunk

 (1)

318,083‌

43,094‌

Synopsys (1)

157,226‌

38,957‌

Uipath

,

Class

A,

Acquisition

Date:

12/11/20,

Cost $1,877 (1)(2)(3)

64,524‌

4,018‌

Workiva

 (1)

363,993‌

32,126‌

Zoom

Video

Communications,

Class

A (1)

78,700‌

25,285‌

791,177‌

Technology

Hardware,

Storage

&

Peripherals

1.4%

Apple 

878,532‌

107,313‌

107,313‌

Total

Information

Technology

2,296,860‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

5

Shares

$

Value

(Cost

and

value

in

$000s)

MATERIALS

0.4%

Chemicals

0.4%

Linde 

112,676‌

31,565‌

Total

Materials

31,565‌

REAL

ESTATE

0.4%

Equity

Real

Estate

Investment

Trusts

0.4%

American

Campus

Communities,

REIT 

755,300‌

32,606‌

Total

Real

Estate

32,606‌

UTILITIES

2.9%

Electric

Utilities

1.4%

NextEra

Energy 

1,479,364‌

111,855‌

111,855‌

Multi-Utilities

1.5%

Sempra

Energy 

908,499‌

120,449‌

120,449‌

Total

Utilities

232,304‌

Total

Common

Stocks

(Cost

$4,832,577)

7,613,199‌

CONVERTIBLE

PREFERRED

STOCKS

2.5%

COMMUNICATION

SERVICES

0.4%

Interactive

Media

&

Services

0.4%

ByteDance

,

Series

E,

Acquisition

Date:

7/8/19,

Cost $7,875 (1)(2)

(3)

159,769‌

25,207‌

Total

Communication

Services

25,207‌

CONSUMER

DISCRETIONARY

1.4%

Automobiles

1.4%

Rivian

Automotive,

Series

D,

Acquisition

Date:

12/23/19,

Cost $13,652 (1)(2)(3)

1,270,636‌

46,823‌

Rivian

Automotive,

Series

E,

Acquisition

Date:

7/10/20,

Cost $17,598 (1)(2)(3)

1,136,096‌

41,865‌

Rivian

Automotive,

Series

F,

Acquisition

Date:

1/19/21,

Cost $18,238 (1)(2)(3)

494,929‌

18,238‌

Total

Consumer

Discretionary

106,926‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

6

Shares

$

Value

(Cost

and

value

in

$000s)

INDUSTRIALS

&

BUSINESS

SERVICES

0.1%

Aerospace

&

Defense

0.1%

ABL

Space

Systems,

Series

B,

Acquisition

Date:

3/24/21,

Cost $10,360 (1)(2)(3)

230,036‌

10,360‌

Total

Industrials

&

Business

Services

10,360‌

INFORMATION

TECHNOLOGY

0.6%

Software

0.6%

Uipath

,

Series

D-1,

Acquisition

Date:

4/26/19,

Cost $5,997 (1)(2)

(3)

457,152‌

28,469‌

Uipath

,

Series

D-2,

Acquisition

Date:

4/26/19,

Cost $1,007 (1)(2)

(3)

76,764‌

4,780‌

Uipath

,

Series

E,

Acquisition

Date:

7/9/20,

Cost $224 (1)(2)(3)

12,071‌

752‌

Waymo

,

Series

A-2,

Acquisition

Date:

5/8/20,

Cost $14,266 (1)(2)

(3)

166,137‌

14,266‌

Total

Information

Technology

48,267‌

Total

Convertible

Preferred

Stocks

(Cost

$89,217)

190,760‌

SHORT-TERM

INVESTMENTS

0.9%

Money

Market

Funds

0.9%

T.

Rowe

Price

Government

Reserve

Fund,

0.04% (4)(5)

73,580,331‌

73,580‌

Total

Short-Term

Investments

(Cost

$73,580)

73,580‌

Total

Investments

in

Securities

100.1%

(Cost

$4,995,374)

$

7,877,539‌

Other

Assets

Less

Liabilities

(0.1)%

(5,646‌)

Net

Assets

100.0%

$

7,871,893‌

‡

Shares

are

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

Non-income

producing

(2)

Level

3

in

fair

value

hierarchy.

(3)

Security

cannot

be

offered

for

public

resale

without

first

being

registered

under

the

Securities

Act

of

1933

and

related

rules

("restricted

security").

Acquisition

date

represents

the

day

on

which

an

enforceable

right

to

acquire

such

security

is

obtained

and

is

presented

along

with

related

cost

in

the

security

description.

The

fund

has

registration

rights

for

certain

restricted

securities.

Any

costs

related

to

such

registration

are

borne

by

the

issuer.

The

aggregate

value

of

restricted

securities

(excluding

144A

holdings)

at

period

end

amounts

to

$198,858

and

represents

2.5%

of

net

assets.

(4)

Seven-day

yield

(5)

Affiliated

Companies

ADR

American

Depositary

Receipts

CHF

Swiss

Franc

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

7

.

.

.

.

.

.

.

.

.

.

.

CNH

Offshore

China

Renminbi

EUR

Euro

GBP

British

Pound

REIT

A

domestic

Real

Estate

Investment

Trust

whose

distributions

pass-through

with

original

tax

character

to

the

shareholder

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

8

The

accompanying

notes

are

an

integral

part

of

this

Portfolio

of

Investments.

AFFILIATED

COMPANIES

($000s)

The

fund

may

invest

in

certain

securities

that

are

considered

affiliated

companies.

As

defined

by

the

1940

Act,

an

affiliated

company

is

one

in

which

the

fund

owns

5%

or

more

of

the

outstanding

voting

securities,

or

a

company

that

is

under

common

ownership

or

control.

The

following

securities

were

considered

affiliated

companies

for

all

or

some

portion

of

the

three

months

ended

March

31,

2021.

Net

realized

gain

(loss),

investment

income,

change

in

net

unrealized

gain/loss,

and

purchase

and

sales

cost

reflect

all

activity

for

the

period

then

ended.

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

T.

Rowe

Price

Government

Reserve

Fund,

0.04%

$

—‌#

$

—‌

$

10‌+

Supplementary

Investment

Schedule

Affiliate

Value

12/31/20

Purchase

Cost

Sales

Cost

Value

03/31/21

T.

Rowe

Price

Government

Reserve

Fund,

0.04%

$

64,461‌

 ¤

 ¤

$

73,580‌^

#

Capital

gain

distributions

from

mutual

funds

represented

$0

of

the

net

realized

gain

(loss).

+

Investment

income

comprised

$10

of

dividend

income

and

$0

of

interest

income.

¤

Purchase

and

sale

information

not

shown

for

cash

management

funds.

^

The

cost

basis

of

investments

in

affiliated

companies

was

$73,580.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

Unaudited

Notes

to

Portfolio

of

Investments

9

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

an

open-end

management

investment

company

and

follows

accounting

and

reporting

guidance

of

the

Financial

Accounting

Standards

Board

Accounting

Standards

Codification

Topic

946.

The

accompanying

Portfolio

of

Investments

was

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(GAAP).

For

additional

information

on

the

fund’s

significant

accounting

policies

and

investment

related

disclosures,

please

refer

to

the

fund’s most

recent

semiannual

or

annual

shareholder

report

and

its

prospectus. 

VALUATION 

Fair

Value

  The

fund’s

financial

instruments

are

valued

at

the

close

of

the

New

York

Stock

Exchange

(NYSE),

normally

4

p.m.

ET,

each

day

the

NYSE

is

open

for

business,

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

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

10

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

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

11

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.

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.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

12

Valuation

Inputs

  The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

March

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

period ended

March

31,

2021.

Gain

(loss)

reflects

both

realized

and

change

in

unrealized

gain/loss

on

Level

3

holdings

during

the

period,

if

any.

The

change

in

unrealized

gain/loss

on

Level

3

instruments

held

at

March

31,

2021,

totaled $78,428,000 for

the

period ended

March

31,

2021.

F60-054Q1

03/21 

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

7,213,588‌

$

391,513‌

$

8,098‌

$

7,613,199‌

Convertible

Preferred

Stocks

—‌

—‌

190,760‌

190,760‌

Short-Term

Investments

73,580‌

—‌

—‌

73,580‌

Total

$

7,287,168‌

$

391,513‌

$

198,858‌

$

7,877,539‌

($000s)

Beginning

Balance

1/1/21

Gain

(Loss)

During

Period

Total

Purchases

Ending

Balance

3/31/21

Investment

in

Securities

Common

Stocks

$

5,957

$

2,141

$

—

$

8,098

Convertible

Preferred

Stocks

85,875

76,287

28,598

190,760

Total

$

91,832

$

78,428

$

28,598

$

198,858