Report of Independent Registered Public Accounting Firm
To the Board of Directors of T. Rowe Price Index Trust, Inc. and
Shareholders of T. Rowe Price Equity Index 500 Fund, T. Rowe Price Extended Equity Market Index Fund, T. Rowe Price Mid-Cap Index Fund, T. Rowe Price Small-Cap Index Fund, and T. Rowe Price Total Equity Market Index Fund
In planning and performing our audits of the financial statements of T. Rowe Price Equity Index 500 Fund, T. Rowe Price Extended Equity Market Index Fund, and T. Rowe Price Total Equity Market Index Fund as of and for the year ended December 31, 2015, and of T. Rowe Price Mid-Cap Index Fund and T. Rowe Price Small-Cap Index Fund for the period December 9, 2015 (date of Funds inception) through December 31, 2015 (comprising T. Rowe Price Index Trust, Inc., hereafter referred to as the Companies) in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Companies' internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Companies' internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Companies' internal control over financial reporting.
The management of the Companies is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
PricewaterhouseCoopers LLP, 100 East Pratt Street, Suite 1900, Baltimore, MD 21202-1096
T: | (410) 783 7600, F: (410) 783 7680, www.pwc.com/us |
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Companies' annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Companies' internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Companies' internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be material weaknesses as defined above as of December 31, 2015.
This report is intended solely for the information and use of management and the Board of Directors of T. Rowe Price Index Trust, Inc. and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
Page 2 of 2
T. Rowe Price Index Trust, Inc. (the corporation), is registered under the Investment Company Act of 1940 (the 1940 Act). The Equity Index 500 Fund (the fund) is a diversified, open-end management investment company established by the corporation. The fund seeks to track the performance of a benchmark index that measures the investment return of large capitalization U.S. stocks. The fund has two classes of shares: the Equity Index 500 Fund original share class, referred to in this report as the Investor Class, offered since March 30, 1990, and the Equity Index 500 FundI Class (I Class), offered since August 28, 2015. I Class shares generally are available only to investors meeting a $1,000,000 minimum investment or certain other criteria. Each class has exclusive voting rights on matters related solely to that class; separate voting rights on matters that relate to both classes; and, in all other respects, the same rights and obligations as the other class.
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 both 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 I Class is also 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, borrowing-related expenses, taxes, brokerage commissions, and extraordinary expenses, to the extent such operating expenses, on an annualized basis, exceed 0.05% of average net assets. This agreement will continue until April 30, 2018, and may be renewed, revised or revoked only with approval of the funds Board. The I Class is required to repay Price Associates for expenses previously paid to the extent the classs net assets grow or expenses decline sufficiently to allow repayment without causing the classs operating expenses to exceed the I Class limit. However, no repayment will be made more than three years after the date of a payment or waiver. Pursuant to this agreement $1,000 of expenses were waived by Price Associates during the period ended December 31, 2016 and remain subject to repayment by the fund.
T. Rowe Price Index Trust, Inc. (the corporation), is registered under the Investment Company Act of 1940 (the 1940 Act). The Small-Cap Index Fund (the fund) is a diversified, open-end management investment company established by the corporation. The fund is available for investment only by mutual funds and college savings plans managed by T. Rowe Price Associates, Inc., or its affiliates and is not available for direct purchase by members of the public. The fund seeks to track the performance of a benchmark index that measures the investment return of small-capitalization U.S. stocks. The fund has two classes of shares: the Small-Cap Index Fund original share class, referred to in this report as the Investor Class, offered since December 9, 2015, and the Small-Cap Index FundI Class (I Class), also offered since December 9, 2015. I Class shares generally are available only to investors meeting a $1,000,000 minimum investment or certain other criteria. Each class has exclusive voting rights on matters related solely to that class; separate voting rights on matters that relate to both classes; and, in all other respects, the same rights and obligations as the other class.
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 both 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 I Class is also 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, borrowingrelated expenses, taxes, brokerage commissions, and extraordinary expenses, to the extent such operating expenses, on an annualized basis, exceed 0.05% of average net assets. This agreement will continue until April 30, 2018, and may be renewed, revised or revoked only with approval of the funds Board. The I Class is required to repay Price Associates for expenses previously paid to the extent the classs net assets grow or expenses decline sufficiently to allow repayment without causing the classs operating expenses to exceed the I Class limit. However, no repayment will be made more than three years after the date of a payment or waiver.
T. Rowe Price Index Trust, Inc. (the corporation), is registered under the Investment Company Act of 1940 (the 1940 Act). The Mid-Cap Index Fund (the fund) is a diversified, open-end management investment company established by the corporation. The fund is available for investment only by mutual funds and college savings plans managed by T. Rowe Price Associates, Inc., or its affiliates and is not available for direct purchase by members of the public. The fund seeks to track the performance of a benchmark index that measures the investment return of large-capitalization U.S. stocks. The fund has two classes of shares: the Mid-Cap Index Fund original share class, referred to in this report as the Investor Class, offered since December 9, 2015, and the Mid-Cap Index FundI Class (I Class), offered since December 9, 2015. I Class shares generally are available only to investors meeting a $1,000,000 minimum investment or certain other criteria. Each class has exclusive voting rights on matters related solely to that class; separate voting rights on matters that relate to both classes; and, in all other respects, the same rights and obligations as the other class.
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 both 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 I Class is also 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, borrowing-related expenses, taxes, brokerage commissions, and extraordinary expenses, to the extent such operating expenses, on an annualized basis, exceed 0.05% of average net assets. This agreement will continue until April 30, 2018, and may be renewed, revised or revoked only with approval of the funds Board.
The I Class is required to repay Price Associates for expenses previously paid to the extent the classs net assets grow or expenses decline sufficiently to allow repayment without causing the classs operating expenses to exceed
the I Class limit. However, no repayment will be made more than three years after the date of a payment or waiver. Pursuant to these agreements, $34,000 of expenses were waived/paid by Price Associates during the period ended December 31, 2015. Including these amounts, expenses waived/paid by Price Associates in the amount of $34,000 remain subject to repayment by the fund at December 31, 2015.