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0000852254-13-000012.txt : 20131119 0000852254-13-000012.hdr.sgml : 20131119 20131119074945 ACCESSION NUMBER: 0000852254-13-000012 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131119 DATE AS OF CHANGE: 20131119 EFFECTIVENESS DATE: 20131119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Value Fund, Inc. CENTRAL INDEX KEY: 0000927845 IRS NUMBER: 521892646 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54963 FILM NUMBER: 131228541 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE VALUE FUND INC DATE OF NAME CHANGE: 19940803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price State Tax-Free Income Trust CENTRAL INDEX KEY: 0000795384 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-06533 FILM NUMBER: 131228550 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE STATE TAX FREE INCOME TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE NEW YORK TAX FREE INCOME TRUST DATE OF NAME CHANGE: 19870416 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE NEW YORK TAX FREE INCOME FUND DATE OF NAME CHANGE: 19860821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price New Era Fund, Inc. CENTRAL INDEX KEY: 0000216907 IRS NUMBER: 520888855 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-29866 FILM NUMBER: 131228563 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE NEW ERA FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PRICE ROWE INFLATION FUND INC DATE OF NAME CHANGE: 19690617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Mid-Cap Value Fund, Inc. CENTRAL INDEX KEY: 0001012678 IRS NUMBER: 521977812 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02993 FILM NUMBER: 131228566 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE MID CAP VALUE FUND INC DATE OF NAME CHANGE: 19960425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price High Yield Fund, Inc. CENTRAL INDEX KEY: 0000754915 IRS NUMBER: 521371712 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-93707 FILM NUMBER: 131228574 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE HIGH YIELD FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Global Real Estate Fund, Inc. CENTRAL INDEX KEY: 0001440930 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-153130 FILM NUMBER: 131228580 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Equity Income Fund CENTRAL INDEX KEY: 0000775688 IRS NUMBER: 521424600 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-00070 FILM NUMBER: 131228584 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE EQUITY INCOME FUND DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Dividend Growth Fund, Inc. CENTRAL INDEX KEY: 0000894024 IRS NUMBER: 521805594 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-49187 FILM NUMBER: 131228585 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE DIVIDEND GROWTH FUND INC DATE OF NAME CHANGE: 19921112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Corporate Income Fund, Inc. CENTRAL INDEX KEY: 0000949820 IRS NUMBER: 521948055 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62275 FILM NUMBER: 131228588 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE CORPORATE INCOME FUND INC DATE OF NAME CHANGE: 19950824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Capital Appreciation Fund CENTRAL INDEX KEY: 0000793347 IRS NUMBER: 521465786 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-05646 FILM NUMBER: 131228590 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE CAPITAL APPRECIATION FUND DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE CAPITAL ADVANTAGE FUND DATE OF NAME CHANGE: 19860629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. CENTRAL INDEX KEY: 0001120924 IRS NUMBER: 522273334 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-45018 FILM NUMBER: 131228594 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: T. Rowe Price U.S. Bond Index Fund, Inc. DATE OF NAME CHANGE: 20051028 FORMER COMPANY: FORMER CONFORMED NAME: T ROWE PRICE US BOND INDEX FUND INC DATE OF NAME CHANGE: 20000802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. ROWE PRICE SUMMIT FUNDS, INC. CENTRAL INDEX KEY: 0000912028 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-50319 FILM NUMBER: 131228596 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: T ROWE PRICE SUMMIT FUNDS INC DATE OF NAME CHANGE: 19930914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price U.S. Treasury Funds, Inc. CENTRAL INDEX KEY: 0000853437 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-30531 FILM NUMBER: 131228542 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE U S TREASURY FUNDS INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price U.S. Large-Cap Core Fund, Inc. CENTRAL INDEX KEY: 0001462712 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-158764 FILM NUMBER: 131228543 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Tax-Efficient Funds, Inc. CENTRAL INDEX KEY: 0001038490 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-26441 FILM NUMBER: 131228548 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE TAX EFFICIENT FUNDS INC DATE OF NAME CHANGE: 20010703 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE TAX EFFICIENT BALANCED FUND INC DATE OF NAME CHANGE: 19970430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Science & Technology Fund, Inc. CENTRAL INDEX KEY: 0000819930 IRS NUMBER: 521533832 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-16567 FILM NUMBER: 131228555 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE SCIENCE & TECHNOLOGY FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Prime Reserve Fund, Inc. CENTRAL INDEX KEY: 0000316968 IRS NUMBER: 521040467 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-54926 FILM NUMBER: 131228557 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE PRIME RESERVE FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price New America Growth Fund CENTRAL INDEX KEY: 0000773485 IRS NUMBER: 521416752 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-99122 FILM NUMBER: 131228564 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE NEW AMERICA GROWTH FUND DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE COMMON STOCK FUND DATE OF NAME CHANGE: 19851003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Multi-Sector Account Portfolios, Inc. CENTRAL INDEX KEY: 0001533490 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0212 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-178660 FILM NUMBER: 131228565 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-4981 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Media & Telecommunications Fund, Inc. CENTRAL INDEX KEY: 0000910671 IRS NUMBER: 521840883 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27963 FILM NUMBER: 131228568 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE MEDIA & TELECOMMUNICATIONS FUND INC DATE OF NAME CHANGE: 19980513 FORMER COMPANY: FORMER CONFORMED NAME: NEW AGE MEDIA FUND INC DATE OF NAME CHANGE: 19930827 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE NEW AGE MEDIA FUND INC DATE OF NAME CHANGE: 19930817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Index Trust, Inc. CENTRAL INDEX KEY: 0000858581 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-32859 FILM NUMBER: 131228573 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE INDEX TRUST INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE INSTITUTIONAL EQUITY FUNDS INC DATE OF NAME CHANGE: 19900227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Health Sciences Fund, Inc. CENTRAL INDEX KEY: 0001002624 IRS NUMBER: 521952906 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63759 FILM NUMBER: 131228575 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE HEALTH SCIENCES FUND INC DATE OF NAME CHANGE: 19980513 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE HEALTH & LIFE SCIENCES FUND INC DATE OF NAME CHANGE: 19951023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Global Technology Fund, Inc. CENTRAL INDEX KEY: 0001116626 IRS NUMBER: 522024849 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-40086 FILM NUMBER: 131228579 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: T ROWE PRICE GLOBAL TECHNOLOGY FUND INC DATE OF NAME CHANGE: 20000614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Floating Rate Fund, Inc. CENTRAL INDEX KEY: 0001520245 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-174605 FILM NUMBER: 131228582 BUSINESS ADDRESS: STREET 1: 100 EAST BALTIMORE STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST BALTIMORE STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. CENTRAL INDEX KEY: 0000730200 IRS NUMBER: 521316470 STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-87059 FILM NUMBER: 131228544 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE TAX FREE SHORT INTERMEDIATE FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Small-Cap Stock Fund, Inc. CENTRAL INDEX KEY: 0000075170 IRS NUMBER: 231622210 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-12171 FILM NUMBER: 131228553 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STRET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STRET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE SMALL CAP STOCK FUND INC DATE OF NAME CHANGE: 19980513 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE OTC FUND INC DATE OF NAME CHANGE: 19930210 FORMER COMPANY: FORMER CONFORMED NAME: OVER THE COUNTER SECURITIES GROUP INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Financial Services Fund, Inc. CENTRAL INDEX KEY: 0001019286 IRS NUMBER: 522024849 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-09551 FILM NUMBER: 131228583 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE FINANCIAL SERVICES FUND INC DATE OF NAME CHANGE: 19960720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Diversified Small-Cap Growth Fund, Inc. CENTRAL INDEX KEY: 0001038469 IRS NUMBER: 522044216 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-26323 FILM NUMBER: 131228586 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE DIVERSIFIED SMALL CAP GROWTH FUND INC DATE OF NAME CHANGE: 19970430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Blue Chip Growth Fund, Inc. CENTRAL INDEX KEY: 0000902259 IRS NUMBER: 521827505 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-49581 FILM NUMBER: 131228592 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE BLUE CHIP GROWTH FUND INC DATE OF NAME CHANGE: 19930426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Summit Municipal Funds, Inc. CENTRAL INDEX KEY: 0000912029 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-50321 FILM NUMBER: 131228595 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: T ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC DATE OF NAME CHANGE: 20051031 FORMER COMPANY: FORMER CONFORMED NAME: T ROWE PRICE SUMMIT MUNICIPAL FUNDS INC DATE OF NAME CHANGE: 19930914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Institutional International Funds, Inc. CENTRAL INDEX KEY: 0000852254 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-29697 FILM NUMBER: 131228540 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: T ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS INC DATE OF NAME CHANGE: 20011217 FORMER COMPANY: FORMER CONFORMED NAME: INSTITUTIONAL INTERNATIONAL FUNDS INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Tax-Free Income Fund, Inc. CENTRAL INDEX KEY: 0000202927 IRS NUMBER: 521067817 STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-57265 FILM NUMBER: 131228545 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE TAX FREE INCOME FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Strategic Income Fund, Inc. CENTRAL INDEX KEY: 0001447346 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-154155 FILM NUMBER: 131228549 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Real Assets Fund, Inc. CENTRAL INDEX KEY: 0001486048 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-166395 FILM NUMBER: 131228559 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-4981 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price GNMA Fund CENTRAL INDEX KEY: 0000779785 IRS NUMBER: 521426953 STATE OF INCORPORATION: MA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-01041 FILM NUMBER: 131228578 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE GNMA FUND DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Global Allocation Fund, Inc. CENTRAL INDEX KEY: 0001571768 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-187446 FILM NUMBER: 131228581 BUSINESS ADDRESS: BUSINESS PHONE: 410-345-4981 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price International Funds, Inc. CENTRAL INDEX KEY: 0000313212 IRS NUMBER: 521175211 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-65539 FILM NUMBER: 131228597 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE INTERNATIONAL FUNDS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE INTERNATIONAL TRUST DATE OF NAME CHANGE: 19900301 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE INTERNATIONAL FUND INC DATE OF NAME CHANGE: 19890914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Personal Strategy Funds, Inc. CENTRAL INDEX KEY: 0000923084 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53675 FILM NUMBER: 131228560 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE PERSONAL STRATEGY FUNDS INC DATE OF NAME CHANGE: 19940512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Capital Opportunity Fund, Inc. CENTRAL INDEX KEY: 0000931151 IRS NUMBER: 521905304 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56015 FILM NUMBER: 131228589 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE CAPITAL OPPORTUNITY FUND INC DATE OF NAME CHANGE: 19941007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price California Tax-Free Income Trust CENTRAL INDEX KEY: 0000798086 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-08093 FILM NUMBER: 131228591 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE CALIFORNIA TAX FREE INCOME TRUST DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Small-Cap Value Fund, Inc. CENTRAL INDEX KEY: 0000834798 IRS NUMBER: 521575325 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-43237 FILM NUMBER: 131228552 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE SMALL CAP VALUE FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Inflation Protected Bond Fund, Inc. CENTRAL INDEX KEY: 0001181628 IRS NUMBER: 134212528 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-99241 FILM NUMBER: 131228571 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: T ROWE PRICE INFLATION PROTECTED BOND FUND INC DATE OF NAME CHANGE: 20020821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Growth & Income Fund, Inc. CENTRAL INDEX KEY: 0000706211 IRS NUMBER: 521268241 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-79190 FILM NUMBER: 131228577 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE GROWTH & INCOME FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price International Index Fund, Inc. CENTRAL INDEX KEY: 0001120925 IRS NUMBER: 522278495 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-44964 FILM NUMBER: 131228598 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: T ROWE PRICE INTERNATIONAL INDEX FUND INC DATE OF NAME CHANGE: 20000802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price New Horizons Fund, Inc. CENTRAL INDEX KEY: 0000080248 IRS NUMBER: 520791372 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-18099 FILM NUMBER: 131228562 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE NEW HORIZONS FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. CENTRAL INDEX KEY: 0001267862 IRS NUMBER: 421615933 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109958 FILM NUMBER: 131228587 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: T ROWE PRICE DIVERSIFIED MID CAP GROWTH FUND INC DATE OF NAME CHANGE: 20031022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Tax-Free High Yield Fund, Inc. CENTRAL INDEX KEY: 0000758003 IRS NUMBER: 521381369 STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-94641 FILM NUMBER: 131228546 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE TAX FREE HIGH YIELD FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Mid-Cap Growth Fund, Inc. CENTRAL INDEX KEY: 0000887147 IRS NUMBER: 521784828 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-47806 FILM NUMBER: 131228567 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE MID CAP GROWTH FUND INC DATE OF NAME CHANGE: 19920717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price New Income Fund, Inc. CENTRAL INDEX KEY: 0000080249 IRS NUMBER: 520980581 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-48848 FILM NUMBER: 131228561 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE NEW INCOME FUND INC DATE OF NAME CHANGE: 19940727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Short-Term Bond Fund, Inc. CENTRAL INDEX KEY: 0000731890 IRS NUMBER: 521332477 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-87568 FILM NUMBER: 131228554 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE SHORT TERM BOND FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Growth Stock Fund, Inc. CENTRAL INDEX KEY: 0000080257 IRS NUMBER: 520655816 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-10780 FILM NUMBER: 131228576 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE GROWTH STOCK FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Retirement Funds, Inc. CENTRAL INDEX KEY: 0001177017 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-92380 FILM NUMBER: 131228556 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: T ROWE PRICE RETIREMENT FUNDS INC DATE OF NAME CHANGE: 20020702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Balanced Fund, Inc. CENTRAL INDEX KEY: 0000871839 IRS NUMBER: 521725684 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-38791 FILM NUMBER: 131228593 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE BALANCED FUND INC DATE OF NAME CHANGE: 19920717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Spectrum Fund, Inc. CENTRAL INDEX KEY: 0000808303 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-10992 FILM NUMBER: 131228551 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE SPECTRUM FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE OMNI TRUST DATE OF NAME CHANGE: 19870726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Institutional Equity Funds, Inc. CENTRAL INDEX KEY: 0001012968 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04753 FILM NUMBER: 131228570 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: T ROWE PRICE INSTITUTIONAL EQUITY FUNDS INC DATE OF NAME CHANGE: 20011105 FORMER COMPANY: FORMER CONFORMED NAME: INSTITUTIONAL DOMESTIC EQUITY FUNDS INC DATE OF NAME CHANGE: 19960428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Institutional Income Funds, Inc. CENTRAL INDEX KEY: 0001169187 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-84634 FILM NUMBER: 131228569 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: T ROWE PRICE INSTITUTIONAL INCOME FUNDS INC DATE OF NAME CHANGE: 20020314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Inflation Focused Bond Fund, Inc. CENTRAL INDEX KEY: 0001368135 IRS NUMBER: 510593985 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-136805 FILM NUMBER: 131228572 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: T. Rowe Price Short-Term Income Fund, Inc. DATE OF NAME CHANGE: 20060629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Real Estate Fund, Inc. CENTRAL INDEX KEY: 0001046404 IRS NUMBER: 522070587 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-36137 FILM NUMBER: 131228558 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE REAL ESTATE FUND INC DATE OF NAME CHANGE: 19970919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T. Rowe Price Tax-Exempt Money Fund, Inc. CENTRAL INDEX KEY: 0000315748 IRS NUMBER: 521259416 STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-67029 FILM NUMBER: 131228547 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-345-2000 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE TAX EXEMPT MONEY FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ROWE PRICE PRIME RESERVE FUND II INC DATE OF NAME CHANGE: 19810129

0000075170 S000002120 T. Rowe Price Small-Cap Stock Fund, Inc.

C000005508 T. Rowe Price Small-Cap Stock Fund, Inc. OTCFX

C000005509 T. Rowe Price Small-Cap Stock Fund-Advisor Class PASSX

0000080248 S000002106 T. Rowe Price New Horizons Fund, Inc.

C000005478 T. Rowe Price New Horizons Fund, Inc. PRNHX

0000080249 S000002136 T. Rowe Price New Income Fund, Inc.

C000005529 T. Rowe Price New Income Fund, Inc. PRCIX

C000005530 T. Rowe Price New Income Fund-Advisor Class PANIX

C000005531 T. Rowe Price New Income Fund-R Class RRNIX

0000080257 S000002087 T. Rowe Price Growth Stock Fund, Inc.

C000005453 T. Rowe Price Growth Stock Fund, Inc. PRGFX

C000005454 T. Rowe Price Growth Stock Fund-Advisor Class TRSAX

C000005455 T. Rowe Price Growth Stock Fund-R Class RRGSX

0000202927 S000002163 T. Rowe Price Tax-Free Income Fund, Inc.

C000005559 T. Rowe Price Tax-Free Income Fund, Inc. PRTAX

C000005560 T. Rowe Price Tax-Free Income Fund-Advisor Class PATAX

0000216907 S000002105 T. Rowe Price New Era Fund, Inc.

C000005477 T. Rowe Price New Era Fund, Inc. PRNEX

0000313212 S000001487 T. Rowe Price International Stock Fund

C000004003 T. Rowe Price International Stock Fund PRITX

C000004004 T. Rowe Price International Stock Fund-Advisor Class PAITX

C000004005 T. Rowe Price International Stock Fund-R Class RRITX

0000313212 S000001488 T. Rowe Price Emerging Europe Fund

C000004006 T. Rowe Price Emerging Europe Fund TREMX

0000313212 S000001489 T. Rowe Price International Bond Fund

C000004007 T. Rowe Price International Bond Fund RPIBX

C000004008 T. Rowe Price International Bond Fund-Advisor Class PAIBX

0000313212 S000001490 T. Rowe Price Emerging Markets Bond Fund

C000004009 T. Rowe Price Emerging Markets Bond Fund PREMX

0000313212 S000001491 T. Rowe Price International Discovery Fund

C000004010 T.Rowe Price International Discovery Fund PRIDX

0000313212 S000001492 T. Rowe Price European Stock Fund

C000004011 T. Rowe Price European Stock Fund PRESX

0000313212 S000001493 T. Rowe Price New Asia Fund

C000004012 T. Rowe Price New Asia Fund PRASX

0000313212 S000001494 T. Rowe Price Japan Fund

C000004013 T. Rowe Price Japan Fund PRJPX

0000313212 S000001495 T. Rowe Price Latin America Fund

C000004014 T. Rowe Price Latin America Fund PRLAX

0000313212 S000001496 T. Rowe Price Emerging Markets Stock Fund

C000004015 T. Rowe Price Emerging Markets Stock Fund PRMSX

0000313212 S000001497 T. Rowe Price Global Stock Fund

C000004016 T. Rowe Price Global Stock Fund PRGSX

C000033095 T. Rowe Price Global Stock Fund-Advisor Class PAGSX

0000313212 S000001498 T. Rowe Price International Growth & Income Fund

C000004017 T. Rowe Price International Growth & Income Fund TRIGX

C000004018 T. Rowe Price International Growth & Income Fund-Advisor Class PAIGX

C000004019 T. Rowe Price International Growth & Income Fund-R Class RRIGX

0000313212 S000014995 T. Rowe Price Overseas Stock Fund

C000040834 T. Rowe Price Overseas Stock Fund TROSX

0000313212 S000018747 T. Rowe Price Africa & Middle East Fund

C000051889 T. Rowe Price Africa & Middle East Fund TRAMX

0000313212 S000023645 T. Rowe Price Global Growth Stock Fund

C000069642 T. Rowe Price Global Growth Stock Fund RPGEX

C000069643 T. Rowe Price Global Growth Stock Fund--Advisor Class PAGLX

0000313212 S000027372 T. Rowe Price Global Infrastructure Fund

C000082604 T. Rowe Price Global Infrastructure Fund TRGFX

C000082605 T. Rowe Price Global Infrastructure Fund--Advisor Class PAGFX

0000313212 S000032784 T. Rowe Price Emerging Markets Local Currency Bond Fund

C000101161 T. Rowe Price Emerging Markets Local Currency Bond Fund Advisor Class PAELX

C000102979 T. Rowe Price Emerging Markets Local Currency Bond Fund PRELX

0000313212 S000037100 T. Rowe Price Emerging Markets Corporate Bond Fund

C000114216 T. Rowe Price Emerging Markets Corporate Bond Fund-Advisor Class PACEX

C000114217 T. Rowe Price Emerging Markets Corporate Bond Fund TRECX

0000313212 S000042685 T. Rowe Price Global Industrials Fund

C000131942 T. Rowe Price Global Industrials Fund RPGIX

0000315748 S000002161 T. Rowe Price Tax-Exempt Money Fund, Inc.

C000005557 T. Rowe Price Tax-Exempt Money Fund, Inc. PTEXX

0000316968 S000002140 T. Rowe Price Prime Reserve Fund, Inc.

C000005535 T. Rowe Price Prime Reserve Fund, Inc. PRRXX

0000706211 S000002086 T. Rowe Price Growth & Income Fund, Inc.

C000005452 T. Rowe Price Growth & Income Fund, Inc. PRGIX

0000730200 S000002165 T. Rowe Price Tax-Free Short-Intermediate Fund, Inc.

C000005562 T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. PRFSX

C000117196 T. Rowe Price Tax-Free Short-Intermediate Fund-Advisor Class PATIX

0000730200 S000039057 T. Rowe Price Tax-Free Ultra Short-Term Bond Fund

C000119985 T. Rowe Price Tax-Free Ultra Short-Term Bond Fund PRTUX

0000731890 S000002141 T. Rowe Price Short-Term Bond Fund, Inc.

C000005536 T. Rowe Price Short-Term Bond Fund, Inc. PRWBX

C000005537 T. Rowe Price Short-Term Bond Fund-Advisor Class PASHX

0000731890 S000039055 T. Rowe Price Ultra Short-Term Bond Fund

C000119983 T. Rowe Price Ultra Short-Term Bond Fund TRBUX

0000754915 S000002132 T. Rowe Price High Yield Fund, Inc.

C000005524 T. Rowe Price High Yield Fund, Inc. PRHYX

C000005525 T. Rowe Price High Yield Fund-Advisor Class PAHIX

0000758003 S000002162 T. Rowe Price Tax-Free High Yield Fund, Inc.

C000005558 T. Rowe Price Tax-Free High Yield Fund, Inc. PRFHX

C000117193 T. Rowe Price Tax-Free High Yield Fund-Advisor Class PATFX

0000773485 S000002104 T. Rowe Price New America Growth Fund

C000005476 T. Rowe Price New America Growth Fund PRWAX

C000012105 T. Rowe Price New America Growth Fund-Advisor Class PAWAX

0000775688 S000002076 T. Rowe Price Equity Income Fund

C000005436 T. Rowe Price Equity Income Fund PRFDX

C000005437 T. Rowe Price Equity Income Fund-Advisor Class PAFDX

C000005438 T. Rowe Price Equity Income Fund-R Class RRFDX

0000779785 S000002131 T. Rowe Price GNMA Fund

C000005523 T. Rowe Price GNMA Fund PRGMX

0000793347 S000002070 T. Rowe Price Capital Appreciation Fund

C000005427 T. Rowe Price Capital Appreciation Fund PRWCX

C000005428 T. Rowe Price Capital Appreciation Fund-Advisor Class PACLX

0000795384 S000002142 New York Tax-Free Money Fund

C000005538 New York Tax-Free Money Fund NYTXX

0000795384 S000002143 New York Tax-Free Bond Fund

C000005539 New York Tax-Free Bond Fund PRNYX

0000795384 S000002144 Maryland Tax-Free Bond Fund

C000005540 Maryland Tax-Free Bond Fund MDXBX

0000795384 S000002145 Virginia Tax-Free Bond Fund

C000005541 Virginia Tax-Free Bond Fund PRVAX

0000795384 S000002146 New Jersey Tax-Free Bond Fund

C000005542 New Jersey Tax-Free Bond Fund NJTFX

0000795384 S000002147 Maryland Short-Term Tax-Free Bond Fund

C000005543 Maryland Short-Term Tax-Free Bond Fund PRMDX

0000795384 S000002149 Georgia Tax-Free Bond Fund

C000005545 Georgia Tax-Free Bond Fund GTFBX

0000795384 S000002150 Maryland Tax-Free Money Fund

C000005546 Maryland Tax-Free Money Fund TMDXX

0000798086 S000002126 California Tax-Free Bond Fund

C000005517 California Tax-Free Bond Fund PRXCX

0000798086 S000002127 California Tax-Free Money Fund

C000005518 California Tax-Free Money Fund PCTXX

0000808303 S000002122 Spectrum Income Fund

C000005512 Spectrum Income Fund RPSIX

0000808303 S000002123 Spectrum Growth Fund

C000005513 Spectrum Growth Fund PRSGX

0000808303 S000002124 Spectrum International Fund

C000005514 Spectrum International Fund PSILX

0000819930 S000002119 T. Rowe Price Science & Technology Fund, Inc.

C000005506 T. Rowe Price Science & Technology Fund, Inc. PRSCX

C000005507 T. Rowe Price Science & Technology Fund-Advisor Class PASTX

0000834798 S000002121 T. Rowe Price Small-Cap Value Fund, Inc.

C000005510 T. Rowe Price Small-Cap Value Fund, Inc. PRSVX

C000005511 T. Rowe Price Small-Cap Value Fund-Advisor Class PASVX

0000852254 S000002097 T. Rowe Price Institutional International Growth Equity Fund

C000005465 T. Rowe Price Institutional International Growth Equity Fund PRFEX

0000852254 S000002098 T. Rowe Price Institutional Emerging Markets Equity Fund

C000005466 T. Rowe Price Institutional Emerging Markets Equity Fund IEMFX

0000852254 S000012706 T. Rowe Price Institutional Global Focused Growth Equity Fund

C000034242 T. Rowe Price Institutional Global Focused Growth Equity Fund TRGSX

0000852254 S000014469 T. Rowe Price Institutional Emerging Markets Bond Fund

C000039420 T. Rowe Price Institutional Emerging Markets Bond Fund TREBX

0000852254 S000017718 T. Rowe Price Institutional International Bond Fund

C000048951 T. Rowe Price Institutional International Bond Fund RPIIX

0000852254 S000021841 T. Rowe Price Institutional Africa & Middle East Fund

C000062668 T. Rowe Price Institutional Africa & Middle East Fund TRIAX

0000852254 S000023644 T. Rowe Price Institutional Global Growth Equity Fund

C000069641 T. Rowe Price Institutional Global Growth Equity Fund RPIGX

0000852254 S000029530 T. Rowe Price Institutional Concentrated International Equity Fund

C000090615 T. Rowe Price Institutional Concentrated International Equity Fund RPICX

0000852254 S000030204 T. Rowe Price Institutional International Core Equity Fund

C000092968 T. Rowe Price Institutional International Core Equity Fund TRCEX

0000852254 S000037806 T. Rowe Price Institutional Global Value Equity Fund

C000116604 T. Rowe Price Institutional Global Value Equity Fund PRIGX

0000853437 S000002167 U.S. Treasury Intermediate Fund

C000005564 U.S. Treasury Intermediate Fund PRTIX

0000853437 S000002168 U.S. Treasury Long-Term Fund

C000005565 U.S. Treasury Long-Term Fund PRULX

0000853437 S000002169 U.S. Treasury Money Fund

C000005566 U.S. Treasury Money Fund PRTXX

0000858581 S000002089 T. Rowe Price Equity Index 500 Fund

C000005457 T. Rowe Price Equity Index 500 Fund PREIX

0000858581 S000002090 T. Rowe Price Extended Equity Market Index Fund

C000005458 T. Rowe Price Extended Equity Market Index Fund PEXMX

0000858581 S000002091 T. Rowe Price Total Equity Market Index Fund

C000005459 T. Rowe Price Total Equity Market Index Fund POMIX

0000871839 S000002068 T. Rowe Price Balanced Fund, Inc.

C000005423 T. Rowe Price Balanced Fund, Inc. RPBAX

0000887147 S000002102 T. Rowe Price Mid-Cap Growth Fund, Inc.

C000005470 T. Rowe Price Mid-Cap Growth Fund, Inc. RPMGX

C000005471 T. Rowe Price Mid-Cap Growth Fund-Advisor Class PAMCX

C000005472 T. Rowe Price Mid-Cap Growth Fund-R Class RRMGX

0000894024 S000002075 T. Rowe Price Dividend Growth Fund, Inc.

C000005435 T. Rowe Price Dividend Growth Fund, Inc. PRDGX

C000012104 T. Rowe Price Dividend Growth Fund-Advisor Class TADGX

0000902259 S000002069 T. Rowe Price Blue Chip Growth Fund, Inc.

C000005424 T. Rowe Price Blue Chip Growth Fund, Inc. TRBCX

C000005425 T. Rowe Price Blue Chip Growth Fund-Advisor Class PABGX

C000005426 T. Rowe Price Blue Chip Growth Fund-R Class RRBGX

0000910671 S000002101 T. Rowe Price Media & Telecommunications Fund, Inc.

C000005469 T. Rowe Price Media & Telecommunications Fund, Inc. PRMTX

0000912028 S000002151 T. Rowe Price Summit Cash Reserves Fund

C000005547 T. Rowe Price Summit Cash Reserves Fund TSCXX

0000912028 S000002152 T. Rowe Price Summit GNMA Fund

C000005548 T. Rowe Price Summit GNMA Fund PRSUX

0000912029 S000002155 T. Rowe Price Summit Municipal Money Market Fund

C000005551 T. Rowe Price Summit Municipal Money Market Fund TRSXX

0000912029 S000002156 T. Rowe Price Summit Municipal Intermediate Fund

C000005552 T. Rowe Price Summit Municipal Intermediate Fund PRSMX

C000117203 T. Rowe Price Summit Municipal Intermediate Fund-Advisor Class PAIFX

0000912029 S000002157 T. Rowe Price Summit Municipal Income Fund

C000005553 T. Rowe Price Summit Municipal Income Fund PRINX

C000117204 T. Rowe Price Summit Municipal Income Fund-Advisor Class PAIMX

0000923084 S000002137 T. Rowe Price Personal Strategy Balanced Fund

C000005532 T. Rowe Price Personal Strategy Balanced Fund TRPBX

0000923084 S000002138 T. Rowe Price Personal Strategy Growth Fund

C000005533 T. Rowe Price Personal Strategy Growth Fund TRSGX

0000923084 S000002139 T.Rowe Price Personal Strategy Income Fund

C000005534 T. Rowe Price Personal Strategy Income Fund PRSIX

0000927845 S000002125 T. Rowe Price Value Fund, Inc.

C000005515 T. Rowe Price Value Fund, Inc. TRVLX

C000005516 T. Rowe Price Value Fund-Advisor Class PAVLX

0000931151 S000002071 T. Rowe Price Capital Opportunity Fund, Inc.

C000005429 T. Rowe Price Capital Opportunity Fund, Inc. PRCOX

C000005430 T. Rowe Price Capital Opportunity Fund-Advisor Class PACOX

C000005431 T. Rowe Price Capital Opportunity Fund-R Class RRCOX

0000949820 S000002128 T. Rowe Price Corporate Income Fund, Inc.

C000005519 T. Rowe Price Corporate Income Fund, Inc. PRPIX

0001002624 S000002088 T. Rowe Price Health Sciences Fund, Inc.

C000005456 T. Rowe Price Health Sciences Fund, Inc. PRHSX

0001012678 S000002103 T. Rowe Price Mid-Cap Value Fund, Inc.

C000005473 T. Rowe Price Mid-Cap Value Fund, Inc. TRMCX

C000005474 T. Rowe Price Mid-Cap Value Fund-Advisor Class TAMVX

C000005475 T. Rowe Price Mid-Cap Value Fund-R Class RRMVX

0001012968 S000002092 T. Rowe Price Institutional Mid-Cap Equity Growth Fund

C000005460 T. Rowe Price Institutional Mid-Cap Equity Growth Fund PMEGX

0001012968 S000002093 T. Rowe Price Institutional Large-Cap Value Fund

C000005461 T. Rowe Price Institutional Large-Cap Value Fund TILCX

0001012968 S000002094 T. Rowe Price Institutional Small-Cap Stock Fund

C000005462 T. Rowe Price Institutional Small-Cap Stock Fund TRSSX

0001012968 S000002095 T. Rowe Price Institutional Large-Cap Growth Fund

C000005463 T. Rowe Price Institutional Large-Cap Growth Fund TRLGX

0001012968 S000002096 T. Rowe Price Institutional Large-Cap Core Growth Fund

C000005464 T. Rowe Price Institutional Large-Cap Core Growth Fund TPLGX

0001012968 S000019417 T. Rowe Price Institutional U.S. Structured Research Fund

C000053975 T. Rowe Price Institutional U.S. Structured Research Fund TRISX

0001019286 S000002084 T. Rowe Price Financial Services Fund, Inc.

C000005450 T. Rowe Price Financial Services Fund, Inc. PRISX

0001038469 S000002074 T. Rowe Price Diversified Small-Cap Growth Fund, Inc.

C000005434 T. Rowe Price Diversified Small-Cap Growth Fund, Inc. PRDSX

0001038490 S000002160 T. Rowe Price Tax-Efficient Equity Fund

C000005556 T. Rowe Price Tax-Efficient Equity Fund PREFX

0001046404 S000002107 T. Rowe Price Real Estate Fund, Inc.

C000005479 T. Rowe Price Real Estate Fund, Inc. TRREX

C000005480 T. Rowe Price Real Estate Fund-Advisor Class PAREX

0001116626 S000002085 T. Rowe Price Global Technology Fund, Inc.

C000005451 T. Rowe Price Global Technology Fund, Inc. PRGTX

0001120924 S000002166 T. Rowe Price U.S. Bond Enhanced Index Fund, Inc.

C000005563 T. Rowe Price U.S. Bond Enhanced Index Fund, Inc. PBDIX

0001120925 S000002099 T. Rowe Price International Equity Index Fund

C000005467 T. Rowe Price International Equity Index Fund PIEQX

0001169187 S000002134 T. Rowe Price Institutional High Yield Fund

C000005527 T. Rowe Price Institutional High Yield Fund TRHYX

0001169187 S000002135 T. Rowe Price Institutional Core Plus Fund

C000005528 T. Rowe Price Institutional Core Plus Fund TICPX

C000092627 T. Rowe Price Institutional Core Plus Fund-F Class PFCPX

0001169187 S000020717 T. Rowe Price Institutional Floating Rate Fund

C000057839 T. Rowe Price Institutional Floating Rate Fund RPIFX

C000092115 T. Rowe Price Institutional Floating Rate Fund-F Class PFFRX

0001169187 S000040861 T. Rowe Price Institutional Long Duration Credit Fund

C000126665 T. Rowe Price Institutional Long Duration Credit Fund RPLCX

0001169187 S000042663 T. Rowe Price Institutional Global Multi-Sector Bond Fund

C000131881 T. Rowe Price Institutional Global Multi-Sector Bond Fund RPGMX

0001177017 S000002109 T. Rowe Price Retirement 2010 Fund

C000005486 T. Rowe Price Retirement 2010 Fund TRRAX

C000005487 T. Rowe Price Retirement 2010 Fund-Advisor Class PARAX

C000005488 T. Rowe Price Retirement 2010 Fund-R Class RRTAX

0001177017 S000002110 T. Rowe Price Retirement 2045 Fund

C000005489 T. Rowe Price Retirement 2045 Fund TRRKX

C000049234 T. Rowe Price Retirement 2045 Fund-R Class RRTRX

C000049235 T. Rowe Price Retirement 2045 Fund-Advisor Class PARLX

0001177017 S000002111 T.Rowe Price Retirement 2020 Fund

C000005490 T. Rowe Price Retirement 2020 Fund TRRBX

C000005491 T. Rowe Price Retirement 2020 Fund-Advisor Class PARBX

C000005492 T. Rowe Price Retirement 2020 Fund-R Class RRTBX

0001177017 S000002112 T. Rowe Price Retirement 2030 Fund

C000005493 T. Rowe Price Retirement 2030 Fund TRRCX

C000005494 T. Rowe Price Retirement 2030 Fund-Advisor Class PARCX

C000005495 T. Rowe Price Retirement 2030 Fund- R Class RRTCX

0001177017 S000002113 T. Rowe Price Retirement 2040 Fund

C000005496 T. Rowe Price Retirement 2040 Fund TRRDX

C000005497 T. Rowe Price Retirement 2040 Fund-Advisor Class PARDX

C000005498 T. Rowe Price Retirement 2040 Fund-R Class RRTDX

0001177017 S000002114 T. Rowe Price Retirement Income Fund

C000005499 T. Rowe Price Retirement Income Fund TRRIX

C000005500 T. Rowe Price Retirement Income Fund-Advisor Class PARIX

C000005501 T. Rowe Price Retirement Income Fund-R Class RRTIX

0001177017 S000002115 T. Rowe Price Retirement 2005 Fund

C000005502 T. Rowe Price Retirement 2005 Fund TRRFX

C000049236 T. Rowe Price Retirement 2005 Fund-Advisor Class PARGX

C000049237 T. Rowe Price Retirement 2005 Fund-R Class RRTLX

0001177017 S000002116 T. Rowe Price Retirement 2015 Fund

C000005503 T. Rowe Price Retirement 2015 Fund TRRGX

C000049238 T. Rowe Price Retirement 2015 Fund-Advisor Class PARHX

C000049239 T. Rowe Price Retirement 2015 Fund-R Class RRTMX

0001177017 S000002117 T. Rowe Price Retirement 2025 Fund

C000005504 T. Rowe Price Retirement 2025 Fund TRRHX

C000049240 T. Rowe Price Retirement 2025 Fund-Advisor Class PARJX

C000049241 T. Rowe Price Retirement 2025 Fund-R Class RRTNX

0001177017 S000002118 T. Rowe Price Retirement 2035 Fund

C000005505 T. Rowe Price Retirement 2035 Fund TRRJX

C000049242 T. Rowe Price Retirement 2035 Fund-Advisor Class PARKX

C000049243 T. Rowe Price Retirement 2035 Fund-R Class RRTPX

0001177017 S000014996 T. Rowe Price Retirement 2050 Fund

C000040835 T. Rowe Price Retirement 2050 Fund TRRMX

C000040836 T. Rowe Price Retirement 2050 Fund-Advisor Class PARFX

C000040837 T. Rowe Price Retirement 2050 Fund-R Class RRTFX

0001177017 S000014997 T. Rowe Price Retirement 2055 Fund

C000040838 T. Rowe Price Retirement 2055 Fund TRRNX

C000049244 T. Rowe Price Retirement 2055 Fund-Advisor Class PAROX

C000049245 T. Rowe Price Retirement 2055 Fund-R Class RRTVX

0001177017 S000041772 T. Rowe Price Target Retirement 2005 Fund

C000129654 T. Rowe Price Target Retirement 2005 Fund TRARX

C000129655 T. Rowe Price Target Retirement 2005 Fund-Advisor Class PANRX

0001177017 S000041773 T. Rowe Price Target Retirement 2050 Fund

C000129656 T. Rowe Price Target Retirement 2050 Fund TRFOX

C000129657 T. Rowe Price Target Retirement 2050 Fund-Advisor Class PAOFX

0001177017 S000041774 T. Rowe Price Target Retirement 2055 Fund

C000129658 T. Rowe Price Target Retirement 2055 Fund TRFFX

C000129659 T. Rowe Price Target Retirement 2055 Fund-Advisor Class PAFTX

0001177017 S000041775 T. Rowe Price Target Retirement 2010 Fund

C000129660 T. Rowe Price Target Retirement 2010 Fund TRROX

C000129661 T. Rowe Price Target Retirement 2010 Fund-Advisor Class PAERX

0001177017 S000041776 T. Rowe Price Target Retirement 2015 Fund

C000129662 T. Rowe Price Target Retirement 2015 Fund TRRTX

C000129663 T. Rowe Price Target Retirement 2015 Fund-Advisor Class PAHRX

0001177017 S000041777 T. Rowe Price Target Retirement 2020 Fund

C000129664 T. Rowe Price Target Retirement 2020 Fund TRRUX

C000129665 T. Rowe Price Target Retirement 2020 Fund-Advisor Class PAIRX

0001177017 S000041778 T. Rowe Price Target Retirement 2025 Fund

C000129666 T. Rowe Price Target Retirement 2025 Fund-Advisor Class PAJRX

C000129667 T. Rowe Price Target Retirement 2025 Fund TRRVX

0001177017 S000041779 T. Rowe Price Target Retirement 2030 Fund

C000129668 T. Rowe Price Target Retirement 2030 Fund TRRWX

C000129669 T. Rowe Price Target Retirement 2030 Fund-Advisor Class PAKRX

0001177017 S000041780 T. Rowe Price Target Retirement 2035 Fund

C000129670 T. Rowe Price Target Retirement 2035 Fund RPGRX

C000129671 T. Rowe Price Target Retirement 2035 Fund-Advisor Class PATVX

0001177017 S000041781 T. Rowe Price Target Retirement 2040 Fund

C000129672 T. Rowe Price Target Retirement 2040 Fund TRHRX

C000129673 T. Rowe Price Target Retirement 2040 Fund-Advisor Class PAHHX

0001177017 S000041782 T. Rowe Price Target Retirement 2045 Fund

C000129674 T. Rowe Price Target Retirement 2045 Fund RPTFX

C000129675 T. Rowe Price Target Retirement 2045 Fund-Advisor Class PAFFX

0001181628 S000002133 T. Rowe Price Inflation Protected Bond Fund, Inc.

C000005526 T. Rowe Price Inflation Protected Bond Fund, Inc. PRIPX

0001267862 S000002073 T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.

C000005433 T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. PRDMX

0001368135 S000013369 T. Rowe Price Inflation Focused Bond Fund, Inc.

C000036131 T. Rowe Price Inflation Focused Bond Fund, Inc.

0001440930 S000024038 T. Rowe Price Global Real Estate Fund, Inc.

C000070253 T. Rowe Price Global Real Estate Fund, Inc. TRGRX

C000070254 T. Rowe Price Global Real Estate Fund--Advisor Class PAGEX

0001447346 S000024524 T. Rowe Price Strategic Income Fund, Inc.

C000072749 T. Rowe Price Strategic Income Fund, Inc. PRSNX

C000072750 T. Rowe Price Strategic Income Fund--Advisor Class PRSAX

0001462712 S000026126 T. Rowe Price U.S. Large-Cap Core Fund, Inc.

C000078270 T. Rowe Price U.S. Large-Cap Core Fund, Inc. TRULX

C000078271 T. Rowe Price U.S. Large-Cap Core Fund--Advisor Class PAULX

0001486048 S000029428 T. Rowe Price Real Assets Fund, Inc.

C000090373 T. Rowe Price Real Assets Fund, Inc. PRAFX

0001520245 S000033565 T. Rowe Price Floating Rate Fund, Inc.

C000103068 T. Rowe Price Floating Rate Fund, Inc. PRFRX

C000103069 T. Rowe Price Floating Rate Fund-Advisor Class PAFRX

0001533490 S000036336 T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio

C000111135 T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio

0001533490 S000036337 T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

C000111136 T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio

0001533490 S000036338 T. Rowe Price Floating Rate Multi-Sector Account Portfolio

C000111137 T. Rowe Price Floating Rate Multi-Sector Account Portfolio

0001533490 S000036339 T. Rowe Price High Yield Multi-Sector Account Portfolio

C000111138 T. Rowe Price High Yield Multi-Sector Account Portfolio

0001533490 S000036340 T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

C000111139 T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio

0001533490 S000036341 T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

C000111140 T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio

0001571768 S000040952 T. Rowe Price Global Allocation Fund, Inc.

C000127047 T. Rowe Price Global Allocation Fund, Inc. RPGAX

C000127048 T. Rowe Price Global Allocation Fund-Advisor Class PAFGX

497 1 co-allcycles175_allcycles180.htm Untitled Document


STATEMENT OF ADDITIONAL INFORMATION

This is the Statement of Additional Information for all of the funds listed below. It is divided into two parts (Part I and Part II). Part I generally contains information that is particular to each fund, while Part II contains information that generally applies to all of the funds in the T. Rowe Price family of funds (“Price Funds”).

The date of this Statement of Additional Information (“SAI”) is November 19, 2013.

T. ROWE PRICE BALANCED FUND, INC. (RPBAX)

T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. (TRBCX)

T. Rowe Price Blue Chip Growth Fund–Advisor Class (PABGX)

T. Rowe Price Blue Chip Growth Fund–R Class (RRBGX)

T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST

California Tax-Free Bond Fund (PRXCX)

California Tax-Free Money Fund (PCTXX)

T. ROWE PRICE CAPITAL APPRECIATION FUND (PRWCX)

T. Rowe Price Capital Appreciation Fund–Advisor Class (PACLX)

T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. (PRCOX)

T. Rowe Price Capital Opportunity Fund–Advisor Class (PACOX)

T. Rowe Price Capital Opportunity Fund–R Class (RRCOX)

T. ROWE PRICE CORPORATE INCOME FUND, INC. (PRPIX)

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

T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. (PRDSX)

T. ROWE PRICE DIVIDEND GROWTH FUND, INC. (PRDGX)

T. Rowe Price Dividend Growth Fund–Advisor Class (TADGX)

T. ROWE PRICE EQUITY INCOME FUND (PRFDX)

T. Rowe Price Equity Income Fund–Advisor Class (PAFDX)

T. Rowe Price Equity Income Fund–R Class (RRFDX)

T. ROWE PRICE FINANCIAL SERVICES FUND, INC. (PRISX)

T. ROWE PRICE FLOATING RATE FUND, INC. (PRFRX)

T. Rowe Price Floating Rate Fund–Advisor Class (PAFRX)

T. ROWE PRICE GLOBAL ALLOCATION FUND, INC. (RPGAX)

T. Rowe Price Global Allocation Fund–Advisor Class (PAFGX)

T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. (TRGRX)

T. Rowe Price Global Real Estate Fund–Advisor Class (PAGEX)

T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. (PRGTX)

T. ROWE PRICE GNMA FUND (PRGMX)

T. ROWE PRICE GROWTH & INCOME FUND, INC. (PRGIX)

T. ROWE PRICE GROWTH STOCK FUND, INC. (PRGFX)

T. Rowe Price Growth Stock Fund–Advisor Class (TRSAX)

T. Rowe Price Growth Stock Fund–R Class (RRGSX)

T. ROWE PRICE HEALTH SCIENCES FUND, INC. (PRHSX)

T. ROWE PRICE HIGH YIELD FUND, INC. (PRHYX)

T. Rowe Price High Yield Fund–Advisor Class (PAHIX)

T. ROWE PRICE INDEX TRUST, INC.

T. Rowe Price Equity Index 500 Fund (PREIX)

T. Rowe Price Extended Equity Market Index Fund (PEXMX)

T. Rowe Price Total Equity Market Index Fund (POMIX)

T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.

T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. (PRIPX)

T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. (“Institutional Equity Funds”)

T. Rowe Price Institutional Large-Cap Core Growth Fund (TPLGX)

T. Rowe Price Institutional Large-Cap Growth Fund (TRLGX)

T. Rowe Price Institutional Large-Cap Value Fund (TILCX)

T. Rowe Price Institutional Mid-Cap Equity Growth Fund (PMEGX)

T. Rowe Price Institutional Small-Cap Stock Fund (TRSSX)

T. Rowe Price Institutional U.S. Structured Research Fund (TRISX)

C00-042 11/19/13

T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.

T. Rowe Price Institutional Core Plus Fund (TICPX)

T. Rowe Price Institutional Core Plus Fund–F Class (PFCPX)

T. Rowe Price Institutional Floating Rate Fund (RPIFX)

T. Rowe Price Institutional Floating Rate Fund–F Class (PFFRX)

T. Rowe Price Institutional Global Multi-Sector Bond Fund (RPGMX)

T. Rowe Price Institutional High Yield Fund (TRHYX)

T. Rowe Price Institutional Long Duration Credit Fund (RPLCX)

T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.

T. Rowe Price Institutional Africa & Middle East Fund (TRIAX)

T. Rowe Price Institutional Concentrated International Equity Fund (RPICX)

T. Rowe Price Institutional Emerging Markets Bond Fund (TREBX)

T. Rowe Price Institutional Emerging Markets Equity Fund (IEMFX)

T. Rowe Price Institutional International Core Equity Fund (TRCEX)

T. Rowe Price Institutional International Growth Equity Fund (PRFEX)

T. Rowe Price Institutional Global Focused Growth Equity Fund (formerly T. Rowe Price

Institutional Global Equity Fund) (TRGSX)

T. Rowe Price Institutional Global Growth Equity Fund (formerly T. Rowe Price Institutional

Global Large-Cap Equity Fund) (RPIGX)

T. Rowe Price Institutional Global Value Equity Fund (PRIGX)

T. Rowe Price Institutional International Bond Fund (RPIIX)

T. ROWE PRICE INTERNATIONAL FUNDS, INC.

T. Rowe Price Africa & Middle East Fund (TRAMX)

T. Rowe Price Emerging Europe Fund (TREMX)

T. Rowe Price Emerging Markets Bond Fund (PREMX)

T. Rowe Price Emerging Markets Corporate Bond Fund (TRECX)

T. Rowe Price Emerging Markets Corporate Bond Fund–Advisor Class (PACEX)

T. Rowe Price Emerging Markets Local Currency Bond Fund (PRELX)

T. Rowe Price Emerging Markets Local Currency Bond Fund–Advisor Class (PAELX)

T. Rowe Price Emerging Markets Stock Fund (PRMSX)

T. Rowe Price European Stock Fund (PRESX)

T. Rowe Price Global Industrials Fund (RPGIX)

T. Rowe Price Global Growth Stock Fund (formerly T. Rowe Price Global Large-Cap

Stock Fund) (RPGEX)

T. Rowe Price Global Growth Stock Fund–Advisor Class (formerly T. Rowe Price Global Large-Cap Stock Fund) (PAGLX)

T. Rowe Price Global Infrastructure Fund (TRGFX)

T. Rowe Price Global Infrastructure Fund–Advisor Class (PAGFX)

T. Rowe Price Global Stock Fund (PRGSX)

T. Rowe Price Global Stock Fund–Advisor Class (PAGSX)

T. Rowe Price International Bond Fund^® (RPIBX)

T. Rowe Price International Bond Fund–Advisor Class (PAIBX)

T. Rowe Price International Discovery Fund (PRIDX)

T. Rowe Price International Growth & Income Fund (TRIGX)

T. Rowe Price International Growth & Income Fund–Advisor Class (PAIGX)

T. Rowe Price International Growth & Income Fund–R Class (RRIGX)

T. Rowe Price International Stock Fund (PRITX)

T. Rowe Price International Stock Fund–Advisor Class (PAITX)

T. Rowe Price International Stock Fund–R Class (RRITX)

T. Rowe Price Japan Fund (PRJPX)

T. Rowe Price Latin America Fund (PRLAX)

T. Rowe Price New Asia Fund (PRASX)

T. Rowe Price Overseas Stock Fund (TROSX)

T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.

T. Rowe Price International Equity Index Fund (PIEQX)

T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. (PRMTX)

T. ROWE PRICE MID-CAP GROWTH FUND, INC. (RPMGX)

T. Rowe Price Mid-Cap Growth Fund–Advisor Class (PAMCX)

T. Rowe Price Mid-Cap Growth Fund–R Class (RRMGX)

T. ROWE PRICE MID-CAP VALUE FUND, INC. (TRMCX)

T. Rowe Price Mid-Cap Value Fund–Advisor Class (TAMVX)

T. Rowe Price Mid-Cap Value Fund–R Class (RRMVX)

T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC. (“Multi-Sector Account Portfolios”)

T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio (formerly T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio)

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

T. Rowe Price Floating Rate Multi-Sector Account Portfolio

T. Rowe Price High Yield Multi-Sector Account Portfolio

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

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

T. ROWE PRICE NEW AMERICA GROWTH FUND (PRWAX)

T. Rowe Price New America Growth Fund–Advisor Class (PAWAX)

T. ROWE PRICE NEW ERA FUND, INC. (PRNEX)

T. ROWE PRICE NEW HORIZONS FUND, INC. (PRNHX)

T. ROWE PRICE NEW INCOME FUND, INC. (PRCIX)

T. Rowe Price New Income Fund–Advisor Class (PANIX)

T. Rowe Price New Income Fund–R Class (RRNIX)

T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. (“Personal Strategy Funds”)

T. Rowe Price Personal Strategy Balanced Fund (TRPBX)

T. Rowe Price Personal Strategy Growth Fund (TRSGX)

T. Rowe Price Personal Strategy Income Fund (PRSIX)

T. ROWE PRICE PRIME RESERVE FUND, INC. (PRRXX)

T. ROWE PRICE REAL ASSETS FUND, INC. (PRAFX)

T. ROWE PRICE REAL ESTATE FUND, INC. (TRREX)

T. Rowe Price Real Estate Fund–Advisor Class (PAREX)

T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC. (“TRP Reserve Funds”)

T. Rowe Price Government Reserve Investment Fund (“TRP Government Reserve
Investment Fund”)

T. Rowe Price Reserve Investment Fund (“TRP Reserve Investment Fund”)

T. Rowe Price Short-Term Government Reserve Fund

T. Rowe Price Short-Term Reserve Fund

T. ROWE PRICE RETIREMENT FUNDS, INC. (“Retirement Funds”)

T. Rowe Price Retirement 2005 Fund (TRRFX)

T. Rowe Price Retirement 2005 Fund–Advisor Class (PARGX)

T. Rowe Price Retirement 2005 Fund–R Class (RRTLX)

T. Rowe Price Retirement 2010 Fund (TRRAX)

T. Rowe Price Retirement 2010 Fund–Advisor Class (PARAX)

T. Rowe Price Retirement 2010 Fund–R Class (RRTAX)

T. Rowe Price Retirement 2015 Fund (TRRGX)

T. Rowe Price Retirement 2015 Fund–Advisor Class (PARHX)

T. Rowe Price Retirement 2015 Fund–R Class (RRTMX)

T. Rowe Price Retirement 2020 Fund (TRRBX)

T. Rowe Price Retirement 2020 Fund–Advisor Class (PARBX)

T. Rowe Price Retirement 2020 Fund–R Class (RRTBX)

T. Rowe Price Retirement 2025 Fund (TRRHX)

T. Rowe Price Retirement 2025 Fund–Advisor Class (PARJX)

T. Rowe Price Retirement 2025 Fund–R Class (RRTNX)

T. Rowe Price Retirement 2030 Fund (TRRCX)

T. Rowe Price Retirement 2030 Fund–Advisor Class (PARCX)

T. Rowe Price Retirement 2030 Fund–R Class (RRTCX)

T. Rowe Price Retirement 2035 Fund (TRRJX)

T. Rowe Price Retirement 2035 Fund–Advisor Class (PARKX)

T. Rowe Price Retirement 2035 Fund–R Class (RRTPX)

T. Rowe Price Retirement 2040 Fund (TRRDX)

T. Rowe Price Retirement 2040 Fund–Advisor Class (PARDX)

T. Rowe Price Retirement 2040 Fund–R Class (RRTDX)

T. Rowe Price Retirement 2045 Fund (TRRKX)

T. Rowe Price Retirement 2045 Fund–Advisor Class (PARLX)

T. Rowe Price Retirement 2045 Fund–R Class (RRTRX)

T. Rowe Price Retirement 2050 Fund (TRRMX)

T. Rowe Price Retirement 2050 Fund–Advisor Class (PARFX)

T. Rowe Price Retirement 2050 Fund–R Class (RRTFX)

T. Rowe Price Retirement 2055 Fund (TRRNX)

T. Rowe Price Retirement 2055 Fund–Advisor Class (PAROX)

T. Rowe Price Retirement 2055 Fund–R Class RRTVX)

T. Rowe Price Retirement Income Fund (TRRIX)

T. Rowe Price Retirement Income Fund–Advisor Class (PARIX)

T. Rowe Price Retirement Income Fund–R Class (RRTIX)

T. Rowe Price Target Retirement 2005 Fund (TRARX)

T. Rowe Price Target Retirement 2005 Fund–Advisor Class (PANRX)

T. Rowe Price Target Retirement 2010 Fund (TRROX)

T. Rowe Price Target Retirement 2010 Fund–Advisor Class (PAERX)

T. Rowe Price Target Retirement 2015 Fund (TRRTX)

T. Rowe Price Target Retirement 2015 Fund–Advisor Class (PAHRX)

T. Rowe Price Target Retirement 2020 Fund (TRRUX)

T. Rowe Price Target Retirement 2020 Fund–Advisor Class (PAIRX)

T. Rowe Price Target Retirement 2025 Fund (TRRVX)

T. Rowe Price Target Retirement 2025 Fund–Advisor Class (PAJRX)

T. Rowe Price Target Retirement 2030 Fund (TRRWX)

T. Rowe Price Target Retirement 2030 Fund–Advisor Class (PAKRX)

T. Rowe Price Target Retirement 2035 Fund (RPGRX)

T. Rowe Price Target Retirement 2035 Fund–Advisor Class (PATVX)

T. Rowe Price Target Retirement 2040 Fund (TRHRX)

T. Rowe Price Target Retirement 2040 Fund–Advisor Class (PAHHX)

T. Rowe Price Target Retirement 2045 Fund (RPTFX)

T. Rowe Price Target Retirement 2045 Fund–Advisor Class (PAFFX)

T. Rowe Price Target Retirement 2050 Fund (TRFOX)

T. Rowe Price Target Retirement 2050 Fund–Advisor Class (PAOFX)

T. Rowe Price Target Retirement 2055 Fund (TRFFX)

T. Rowe Price Target Retirement 2055 Fund–Advisor Class (PAFTX)

T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. (PRSCX)

T. Rowe Price Science & Technology Fund–Advisor Class (PASTX)

T. ROWE PRICE SHORT-TERM BOND FUND, INC. (PRWBX)

T. Rowe Price Short-Term Bond Fund–Advisor Class (PASHX)

T. Rowe Price Ultra Short-Term Bond Fund (TRBUX)

T. ROWE PRICE SMALL-CAP STOCK FUND, INC. (OTCFX)

T. Rowe Price Small-Cap Stock Fund–Advisor Class (PASSX)

T. ROWE PRICE SMALL-CAP VALUE FUND, INC. (PRSVX)

T. Rowe Price Small-Cap Value Fund–Advisor Class (PASVX)

T. ROWE PRICE SPECTRUM FUND, INC. (“Spectrum Funds”)

Spectrum Growth Fund (PRSGX)

Spectrum Income Fund (RPSIX)

Spectrum International Fund (PSILX)

T. ROWE PRICE STATE TAX-FREE INCOME TRUST

Georgia Tax-Free Bond Fund (GTFBX)

Maryland Short-Term Tax-Free Bond Fund (PRMDX)

Maryland Tax-Free Bond Fund (MDXBX)

Maryland Tax-Free Money Fund (TMDXX)

New Jersey Tax-Free Bond Fund (NJTFX)

New York Tax-Free Bond Fund (PRNYX)

New York Tax-Free Money Fund (NYTXX)

Virginia Tax-Free Bond Fund (PRVAX)

T. ROWE PRICE STRATEGIC INCOME FUND, INC. (PRSNX)

T. Rowe Price Strategic Income Fund–Advisor Class (PRSAX)

T. ROWE PRICE SUMMIT FUNDS, INC. (“Summit Income Funds”)

T. Rowe Price Summit Cash Reserves Fund (TSCXX)

T. Rowe Price Summit GNMA Fund (PRSUX)

T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. (“Summit Municipal Funds”)

T. Rowe Price Summit Municipal Money Market Fund (TRSXX)

T. Rowe Price Summit Municipal Intermediate Fund (PRSMX)

T. Rowe Price Summit Municipal Intermediate Fund–Advisor Class (PAIFX)

T. Rowe Price Summit Municipal Income Fund (PRINX)

T. Rowe Price Summit Municipal Income Fund–Advisor Class (PAIMX)

T. ROWE PRICE TAX-EFFICIENT FUNDS, INC. (“Tax-Efficient Funds”)

T. Rowe Price Tax-Efficient Equity Fund (PREFX)

T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. (PTEXX)

T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. (PRFHX)

T. Rowe Price Tax-Free High Yield Fund–Advisor Class (PATFX)

T. ROWE PRICE TAX-FREE INCOME FUND, INC. (PRTAX)

T. Rowe Price Tax-Free Income Fund–Advisor Class (PATAX)

T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. (PRFSX)

T. Rowe Price Tax-Free Short-Intermediate Fund–Advisor Class (PATIX)

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund (PRTUX)

T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. (formerly T. Rowe Price

U.S. Bond Index Fund, Inc.) (PBDIX)

T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. (TRULX)

T. Rowe Price U.S. Large-Cap Core Fund–Advisor Class (PAULX)

T. ROWE PRICE U.S. TREASURY FUNDS, INC. (“U.S. Treasury Funds”)

U.S. Treasury Intermediate Fund (PRTIX)

U.S. Treasury Long-Term Fund (PRULX)

U.S. Treasury Money Fund (PRTXX)

T. ROWE PRICE VALUE FUND, INC. (TRVLX)

T. Rowe Price Value Fund–Advisor Class (PAVLX)

Mailing Address:

T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
1-800-638-5660

This SAI is not a prospectus but should be read in conjunction with the appropriate current fund prospectus, which may be obtained from T. Rowe Price Investment Services, Inc. (“Investment Services”).

Each fund’s financial statements for its most recent fiscal period and the Report of Independent Registered Public Accounting Firm are included in each fund’s annual or semiannual report and incorporated by reference into this SAI. The Global Allocation Fund, Global Allocation Fund–Advisor Class, Global Industrials Fund, Institutional Global Multi-Sector Bond Fund, Institutional Long Duration Credit Fund, Short-Term Government Reserve Fund, Target Retirement 2005 Fund, Target Retirement 2005 Fund–Advisor Class, Target Retirement 2010 Fund, Target Retirement 2010 Fund–Advisor Class, Target Retirement 2015 Fund, Target Retirement 2015 Fund–Advisor Class, Target Retirement 2020 Fund, Target Retirement 2020 Fund–Advisor Class, Target Retirement 2025 Fund, Target Retirement 2025 Fund–Advisor Class, Target Retirement 2030 Fund, Target Retirement 2030 Fund–Advisor Class, Target Retirement 2035 Fund, Target Retirement 2035 Fund–Advisor Class, Target Retirement 2040 Fund, Target Retirement 2040 Fund–Advisor Class, Target Retirement 2045 Fund, Target Retirement 2045 Fund–Advisor Class, Target Retirement 2050 Fund, Target Retirement 2050 Fund–Advisor Class, Target Retirement 2055 Fund, Target Retirement 2055 Fund–Advisor Class, and Tax-Free Ultra Short-Term Bond Fund have not been in existence long enough to have complete financial statements.

If you would like a prospectus or an annual or semiannual shareholder report for a fund of which you are not a shareholder, please call 1-800-638-5660 and it will be sent to you at no charge. Please read this material carefully.

PART I – TABLE OF CONTENTS

Page


Management of the Funds	13
Principal Holders of Securities	88
Investment Management Agreements	125
Third Party Arrangements	146

Page


Distributor for the Funds	153
Portfolio Transactions	157
Independent Registered Public
Accounting Firm	185
Part II	190

References to the following are as indicated:

Internal Revenue Code of 1986, as amended (“Code”)

Investment Company Act of 1940, as amended (“1940 Act”)

Moody’s Investors Service, Inc. (“Moody’s”)

Securities Act of 1933, as amended (“1933 Act”)

Securities and Exchange Commission (“SEC”)

Securities Exchange Act of 1934, as amended (“1934 Act”)

Standard & Poor’s Corporation (“S&P”)

T. Rowe Price Associates, Inc. (“T. Rowe Price”)

T. Rowe Price Hong Kong Limited (“Price Hong Kong”)

T. Rowe Price International Ltd (“T. Rowe Price International”)

T. Rowe Price Singapore Private Ltd. (“Price Singapore”)

Advisor Class

The Advisor Class is a share class of its respective T. Rowe Price fund and is not a separate mutual fund. The Advisor Class shares are designed to be sold only through brokers, dealers, banks, insurance companies, and other financial intermediaries that provide various distribution and administrative services.

F Class

The F Class is a share class of its respective T. Rowe Price fund and is not a separate mutual fund. The F Class shares are designed to be sold only through financial advisors and certain third-party intermediaries, including brokers, banks, insurance companies, retirement plan recordkeepers, and other financial intermediaries that provide various distribution and administrative services. F Class shares are not intended to be offered by intermediaries through a mutual fund “supermarket” platform.

R Class

The R Class is a share class of its respective T. Rowe Price fund and is not a separate mutual fund. The R Class shares are designed to be sold only through various third-party intermediaries that offer employer-sponsored defined contribution retirement plans and certain other accounts, including brokers, dealers, banks, insurance companies, retirement plan recordkeepers, and others.

Inflation Focused Bond Fund, Multi-Sector Account Portfolios, and TRP Reserve Funds

These funds are not available for direct purchase by members of the public. Shares of these funds may only be purchased by or on behalf of mutual funds, section 529 college savings plans, or certain institutional client accounts for which T. Rowe Price or one of its affiliates has discretionary investment authority.

Institutional Funds

The Institutional Funds have a $1,000,000 initial investment minimum (except for their F Class shares) and are designed for institutional investors. Institutional investors typically include banks, pension plans, and trust and investment companies.

PART I

Below is a table showing the prospectus and shareholder report dates for each fund. The table also lists each fund’s category, which should be used to identify groups of funds that are referenced throughout this SAI.


Fund	Fund Category	Fiscal Year End	Annual Report Date	Semiannual Report Date	Prospectus Date
Africa & Middle East	International Equity	Oct 31	Oct 31	Apr 30	March 1
Balanced	Blended	Dec 31	Dec 31	June 30	May 1
Blue Chip Growth	Equity	Dec 31	Dec 31	June 30	May 1
Blue Chip Growth Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
Blue Chip Growth Fund–R Class	Equity	Dec 31	Dec 31	June 30	May 1
California Tax-Free Bond	State Tax-Free Bond	Feb 28	Feb 28	Aug 30	July 1
California Tax-Free Money	State Tax-Free Money	Feb 28	Feb 28	Aug 30	July 1
Capital Appreciation	Equity	Dec 31	Dec 31	June 30	May 1
Capital Appreciation Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
Capital Opportunity	Equity	Dec 31	Dec 31	June 30	May 1
Capital Opportunity Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
Capital Opportunity Fund–R Class	Equity	Dec 31	Dec 31	June 30	May 1
Corporate Income	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Diversified Mid-Cap Growth	Equity	Dec 31	Dec 31	June 30	May 1
Diversified Small-Cap Growth	Equity	Dec 31	Dec 31	June 30	May 1
Dividend Growth	Equity	Dec 31	Dec 31	June 30	May 1
Dividend Growth Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
Emerging Europe	International Equity	Oct 31	Oct 31	Apr 30	March 1
Emerging Markets Bond	International Bond	Dec 31	Dec 31	June 30	May 1
Emerging Markets Corporate Bond	International Bond	Dec 31	Dec 31	June 30	May 1
Emerging Markets Corporate Bond–Advisor Class	International Bond	Dec 31	Dec 31	June 30	May 1
Emerging Markets Corporate Multi-Sector Account Portfolio	International Bond	Dec 31	Dec 31	June 30	May 1
Emerging Markets Local Currency Bond	International Bond	Dec 31	Dec 31	June 30	May 1
Emerging Markets Local Currency Bond Fund–Advisor Class	International Bond	Dec 31	Dec 31	June 30	May 1
Emerging Markets Local Multi-Sector Account Portfolio	International Bond	Dec 31	Dec 31	June 30	May 1
Emerging Markets Stock	International Equity	Oct 31	Oct 31	Apr 30	March 1
Equity Income	Equity	Dec 31	Dec 31	June 30	May 1
Equity Income Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
Equity Income Fund–R Class	Equity	Dec 31	Dec 31	June 30	May 1
Equity Index 500	Index Equity	Dec 31	Dec 31	June 30	May 1


Fund	Fund Category	Fiscal Year End	Annual Report Date	Semiannual Report Date	Prospectus Date
European Stock	International Equity	Oct 31	Oct 31	Apr 30	March 1
Extended Equity Market Index	Index Equity	Dec 31	Dec 31	June 30	May 1
Financial Services	Equity	Dec 31	Dec 31	June 30	May 1
Floating Rate	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Floating Rate Fund–Advisor Class	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Floating Rate Multi-Sector Account Portfolio	Taxable Bond	Feb 28	Feb 28	Aug 30	July 1
Georgia Tax-Free Bond	State Tax-Free Bond	Feb 28	Feb 28	Aug 30	July 1
Global Allocation	Blended	Oct 31	Oct 31	Apr 30	March 1
Global Allocation Fund–Advisor Class	Blended	Oct 31	Oct 31	Apr 30	March 1
Global Growth Stock	International Equity	Oct 31	Oct 31	Apr 30	March 1
Global Growth Stock Fund–Advisor Class	International Equity	Oct 31	Oct 31	Apr 30	March 1
Global Industrials	International Equity	Dec 31	Dec 31	June 30	May 1
Global Infrastructure	International Equity	Oct 31	Oct 31	Apr 30	March 1
Global Infrastructure Fund–Advisor Class	International Equity	Oct 31	Oct 31	Apr 30	March 1
Global Real Estate	Equity	Dec 31	Dec 31	June 30	May 1
Global Real Estate Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
Global Stock	International Equity	Oct 31	Oct 31	Apr 30	March 1
Global Stock Fund–Advisor Class	International Equity	Oct 31	Oct 31	Apr 30	March 1
Global Technology	Equity	Dec 31	Dec 31	June 30	May 1
GNMA	Taxable Bond	May 31	May 31	Nov 30	Oct 1
TRP Government Reserve Investment	Taxable Money	May 31	May 31	Nov 30	Oct 1
Growth & Income	Equity	Dec 31	Dec 31	June 30	May 1
Growth Stock	Equity	Dec 31	Dec 31	June 30	May 1
Growth Stock Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
Growth Stock Fund–R Class	Equity	Dec 31	Dec 31	June 30	May 1
Health Sciences	Equity	Dec 31	Dec 31	June 30	May 1
High Yield	Taxable Bond	May 31	May 31	Nov 30	Oct 1
High Yield Fund–Advisor Class	Taxable Bond	May 31	May 31	Nov 30	Oct 1
High Yield Multi-Sector Account Portfolio	Taxable Bond	Feb 28	Feb 28	Aug 30	July 1
Inflation Focused Bond	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Inflation Protected Bond	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Institutional Africa & Middle East	International Equity	Oct 31	Oct 31	Apr 30	March 1
Institutional Concentrated International Equity	International Equity	Oct 31	Oct 31	Apr 30	March 1
Institutional Core Plus	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Institutional Core Plus-F Class	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Institutional Emerging Markets Bond	International Bond	Dec 31	Dec 31	June 30	May 1
Institutional Emerging Markets Equity	International Equity	Oct 31	Oct 31	Apr 30	March 1


Fund	Fund Category	Fiscal Year End	Annual Report Date	Semiannual Report Date	Prospectus Date
Institutional Floating Rate	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Institutional Floating Rate-F Class	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Institutional Global Focused Growth Equity	International Equity	Oct 31	Oct 31	Apr 30	March 1
Institutional Global Growth Equity	International Equity	Oct 31	Oct 31	Apr 30	March 1
Institutional Global Multi-Sector Bond	International Bond	May 31	May 31	Nov 30	Oct 1
Institutional Global Value Equity	International Equity	Oct 31	Oct 31	Apr 30	March 1
Institutional High Yield	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Institutional International Bond	International Bond	Dec 31	Dec 31	June 30	May 1
Institutional International Core Equity	International Equity	Oct 31	Oct 31	Apr 30	March 1
Institutional International Growth Equity	International Equity	Oct 31	Oct 31	Apr 30	March 1
Institutional Large-Cap Core Growth	Equity	Dec 31	Dec 31	June 30	May 1
Institutional Large-Cap Growth	Equity	Dec 31	Dec 31	June 30	May 1
Institutional Large-Cap Value	Equity	Dec 31	Dec 31	June 30	May 1
Institutional Long Duration Credit	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Institutional Mid-Cap Equity Growth	Equity	Dec 31	Dec 31	June 30	May 1
Institutional Small-Cap Stock	Equity	Dec 31	Dec 31	June 30	May 1
Institutional U.S. Structured Research	Equity	Dec 31	Dec 31	June 30	May 1
International Bond	International Bond	Dec 31	Dec 31	June 30	May 1
International Bond Fund–Advisor Class	International Bond	Dec 31	Dec 31	June 30	May 1
International Discovery	International Equity	Oct 31	Oct 31	Apr 30	March 1
International Equity Index	International Equity	Oct 31	Oct 31	Apr 30	March 1
International Growth & Income	International Equity	Oct 31	Oct 31	Apr 30	March 1
International Growth & Income Fund–Advisor Class	International Equity	Oct 31	Oct 31	Apr 30	March 1
International Growth & Income Fund–R Class	International Equity	Oct 31	Oct 31	Apr 30	March 1
International Stock	International Equity	Oct 31	Oct 31	Apr 30	March 1
International Stock Fund–Advisor Class	International Equity	Oct 31	Oct 31	Apr 30	March 1
International Stock Fund–R Class	International Equity	Oct 31	Oct 31	Apr 30	March 1
Investment-Grade Corporate Multi-Sector Account Portfolio	Taxable Bond	Feb 28	Feb 28	Aug 30	July 1
Japan	International Equity	Oct 31	Oct 31	Apr 30	March 1
Latin America	International Equity	Oct 31	Oct 31	Apr 30	March 1
Maryland Short-Term Tax-Free Bond	State Tax-Free Bond	Feb 28	Feb 28	Aug 30	July 1
Maryland Tax-Free Bond	State Tax-Free Bond	Feb 28	Feb 28	Aug 30	July 1


Fund	Fund Category	Fiscal Year End	Annual Report Date	Semiannual Report Date	Prospectus Date
Maryland Tax-Free Money	State Tax-Free Money	Feb 28	Feb 28	Aug 30	July 1
Media & Telecommunications	Equity	Dec 31	Dec 31	June 30	May 1
Mid-Cap Growth	Equity	Dec 31	Dec 31	June 30	May 1
Mid-Cap Growth Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
Mid-Cap Growth Fund–R Class	Equity	Dec 31	Dec 31	June 30	May 1
Mid-Cap Value	Equity	Dec 31	Dec 31	June 30	May 1
Mid-Cap Value Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
Mid-Cap Value Fund–R Class	Equity	Dec 31	Dec 31	June 30	May 1
Mortgage-Backed Securities Multi-Sector Account Portfolio	Taxable Bond	Feb 28	Feb 28	Aug 30	July 1
New America Growth	Equity	Dec 31	Dec 31	June 30	May 1
New America Growth Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
New Asia	International Equity	Oct 31	Oct 31	Apr 30	March 1
New Era	Equity	Dec 31	Dec 31	June 30	May 1
New Horizons	Equity	Dec 31	Dec 31	June 30	May 1
New Income	Taxable Bond	May 31	May 31	Nov 30	Oct 1
New Income Fund–Advisor Class	Taxable Bond	May 31	May 31	Nov 30	Oct 1
New Income Fund–R Class	Taxable Bond	May 31	May 31	Nov 30	Oct 1
New Jersey Tax-Free Bond	State Tax-Free Bond	Feb 28	Feb 28	Aug 30	July 1
New York Tax-Free Bond	State Tax-Free Bond	Feb 28	Feb 28	Aug 30	July 1
New York Tax-Free Money	State Tax-Free Money	Feb 28	Feb 28	Aug 30	July 1
Overseas Stock	International Equity	Oct 31	Oct 31	Apr 30	March 1
Personal Strategy Balanced	Blended	May 31	May 31	Nov 30	Oct 1
Personal Strategy Growth	Blended	May 31	May 31	Nov 30	Oct 1
Personal Strategy Income	Blended	May 31	May 31	Nov 30	Oct 1
Prime Reserve	Taxable Money	May 31	May 31	Nov 30	Oct 1
Real Assets Fund	Equity	Dec 31	Dec 31	June 30	May 1
Real Estate	Equity	Dec 31	Dec 31	June 30	May 1
Real Estate Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
TRP Reserve Investment	Taxable Money	May 31	May 31	Nov 30	Oct 1
Retirement 2005	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2005 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2005 Fund–R Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2010	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2010 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2010 Fund–R Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2015	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2015 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1


Fund	Fund Category	Fiscal Year End	Annual Report Date	Semiannual Report Date	Prospectus Date
Retirement 2015 Fund–R Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2020	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2020 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2020 Fund–R Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2025	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2025 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2025 Fund–R Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2030	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2030 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2030 Fund–R Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2035	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2035 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2035 Fund–R Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2040	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2040 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2040 Fund–R Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2045	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2045 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2045 Fund–R Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2050	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2050 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2050 Fund–R Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2055	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2055 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement 2055 Fund–R Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement Income	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement Income Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Retirement Income Fund–R Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Science & Technology	Equity	Dec 31	Dec 31	June 30	May 1
Science & Technology Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
Short-Term Bond	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Short-Term Bond Fund–Advisor Class	Taxable Bond	May 31	May 31	Nov 30	Oct 1


Fund	Fund Category	Fiscal Year End	Annual Report Date	Semiannual Report Date	Prospectus Date
Short-Term Government Reserve	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Short-Term Reserve	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Small-Cap Stock	Equity	Dec 31	Dec 31	June 30	May 1
Small-Cap Stock Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
Small-Cap Value	Equity	Dec 31	Dec 31	June 30	May 1
Small-Cap Value Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
Spectrum Growth	Fund-of-Funds	Dec 31	Dec 31	June 30	May 1
Spectrum Income	Fund-of-Funds	Dec 31	Dec 31	June 30	May 1
Spectrum International	Fund-of-Funds	Dec 31	Dec 31	June 30	May 1
Strategic Income	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Strategic Income Fund–Advisor Class	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Summit Cash Reserves	Taxable Money	Oct 31	Oct 31	Apr 30	March 1
Summit GNMA	Taxable Bond	Oct 31	Oct 31	Apr 30	March 1
Summit Municipal Income	Tax-Free Bond	Oct 31	Oct 31	Apr 30	March 1
Summit Municipal Income–Advisor Class	Tax-Free Bond	Oct 31	Oct 31	Apr 30	March 1
Summit Municipal Intermediate	Tax-Free Bond	Oct 31	Oct 31	Apr 30	March 1
Summit Municipal Intermediate–Advisor Class	Tax-Free Bond	Oct 31	Oct 31	Apr 30	March 1
Summit Municipal Money Market	Tax-Free Money	Oct 31	Oct 31	Apr 30	March 1
Target Retirement 2005	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2005 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2010	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2010 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2015	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2015 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2020	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2020 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2025	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2025 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2030	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2030 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2035	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2035 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2040	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2040 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2045	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2045 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2050	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1


Fund	Fund Category	Fiscal Year End	Annual Report Date	Semiannual Report Date	Prospectus Date
Target Retirement 2050 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2055	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Target Retirement 2055 Fund–Advisor Class	Fund-of-Funds	May 31	May 31	Nov 30	Oct 1
Tax-Efficient Equity	Equity	Feb 28	Feb 28	Aug 30	July 1
Tax-Exempt Money	Tax-Free Money	Feb 28	Feb 28	Aug 30	July 1
Tax-Free High Yield	Tax-Free Bond	Feb 28	Feb 28	Aug 30	July 1
Tax-Free High Yield–Advisor Class	Tax-Free Bond	Feb 28	Feb 28	Aug 30	July 1
Tax-Free Income	Tax-Free Bond	Feb 28	Feb 28	Aug 30	July 1
Tax-Free Income Fund–Advisor Class	Tax Free Bond	Feb 28	Feb 28	Aug 30	July 1
Tax-Free Short-Intermediate	Tax-Free Bond	Feb 28	Feb 28	Aug 30	July 1
Tax-Free Short-Intermediate–Advisor Class	Tax-Free Bond	Feb 28	Feb 28	Aug 30	July 1
Tax-Free Ultra Short-Term Bond	Tax-Free Bond	Feb 28	Feb 28	Aug 30	July 1
Total Equity Market Index	Index Equity	Dec 31	Dec 31	June 30	May 1
U.S. Bond Enhanced Index	Index Bond	Oct 31	Oct 31	Apr 30	March 1
U.S. Large-Cap Core	Equity	Dec 31	Dec 31	June 30	May 1
U.S. Large-Cap Core Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
U.S. Treasury Intermediate	Taxable Bond	May 31	May 31	Nov 30	Oct 1
U.S. Treasury Long-Term	Taxable Bond	May 31	May 31	Nov 30	Oct 1
U.S. Treasury Money	Taxable Money	May 31	May 31	Nov 30	Oct 1
Ultra Short-Term Bond	Taxable Bond	May 31	May 31	Nov 30	Oct 1
Value	Equity	Dec 31	Dec 31	June 30	May 1
Value Fund–Advisor Class	Equity	Dec 31	Dec 31	June 30	May 1
Virginia Tax-Free Bond	State Tax-Free Bond	Feb 28	Feb 28	Aug 30	July 1

MANAGEMENT OF THE FUNDS

The officers and directors (the term “director” is used to refer to directors or trustees, as applicable) of the Price Funds are listed in the following pages. Unless otherwise noted, the address of each is 100 East Pratt Street, Baltimore, Maryland 21202.

Each fund is overseen by a Board of Directors/Trustees (“Board”) that meets regularly to review a wide variety of matters affecting or potentially affecting the funds, including performance, investment programs, compliance matters, advisory fees and expenses, service providers, and business and regulatory affairs. The Boards elect the funds’ officers and are responsible for performing various duties imposed on them by the 1940 Act, the laws of Maryland or Massachusetts, and other applicable laws. At least 75% of the Board’s members are independent of T. Rowe Price and its affiliates. The directors who are also employees or officers of T. Rowe Price are considered to be inside or interested directors because of their relationships with T. Rowe Price and its affiliates. Each inside director and officer (except as indicated in the tables setting forth the directors’ and officers’ principal occupations during the past five years) has been an employee of T. Rowe Price or its affiliates for five or more years. The Boards normally hold five regularly scheduled formal meetings during each calendar year. Although the Boards have direct responsibility over various matters (such as approval of advisory contracts and review of fund performance), each Board also exercises certain of its oversight responsibilities through several committees that it has established and which report back to the full Board. The Boards believe that a committee structure is an effective means to permit directors to focus on

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

Edward C. Bernard, an inside director, serves as the Chairman of the Board of each fund. The independent directors of each fund have designated a Lead Independent Director, who functions as a liaison between the Chairman of the Board and the other independent directors. The Lead Independent Director presides at all executive sessions of the independent directors, reviews and provides input on Board meeting agendas and materials, and typically represents the independent directors in discussions with T. Rowe Price management. Anthony W. Deering currently serves as Lead Independent Director. Each fund’s Board has determined that its leadership and committee structure is appropriate because the Board believes that it sets the proper tone for the relationship between the fund, on the one hand, and T. Rowe Price or its affiliates and the fund’s other principal service providers, on the other, and facilitates the exercise of the Board’s independent judgment in evaluating and managing the relationships. In addition, the structure efficiently allocates responsibility among committees and the full Board. The same independent directors currently serve on the Boards of all of the Price Funds. This approach is designed to provide effective governance by exposing the independent directors to a wider range of business issues and market trends, allowing the directors to better share their knowledge, background and experience, and permitting the Boards to operate more efficiently, particularly with respect to matters common to all Price Funds.

The Committee of Independent Directors, which consists of all of the independent directors of the funds, is responsible for, among other things, seeking, reviewing and selecting candidates to fill vacancies on each fund’s Board, periodically evaluating the compensation payable to the independent directors, and performing certain functions with respect to the governance of the funds. The Lead Independent Director serves as chairman of the committee. The committee will consider written recommendations from shareholders for possible nominees for director. Shareholders should submit their recommendations to the secretary of the funds. The committee met five times in 2012 in conjunction with the full Board.

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

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

In addition to the Boards and the three standing committees, the directors had established a Fixed Income Advisory Board with respect to the domestic fixed income Price Funds. The Fixed Income Advisory Board had been composed of Robert J. Gerrard, Jr. and Cecilia E. Rouse, who served in a consultative capacity to the Board of each of the domestic fixed income Price Funds. In this capacity, they participated in Board discussions and reviewed Board materials relating to the domestic fixed income Price Funds, although they were not eligible to vote on any matter presented to the Boards of the domestic fixed income Price Funds. In October 2013, Mr. Gerrard and Dr. Rouse were elected independent directors of the domestic fixed income Price Funds, at which point the Fixed Income Advisory Board was terminated.

Like other mutual funds, the funds are subject to risks, including investment, compliance, operational and valuation risks, among others. The Boards oversee risk as part of their oversight of the funds. Risk oversight is addressed as part of various Board and committee activities. The Board, directly or through its committees, interacts with and reviews reports from, among others, the investment adviser or its affiliates, the funds’ Chief Compliance Officer, the funds’ independent registered public accounting firm, legal counsel, and internal auditors for T. Rowe Price or its affiliates, as appropriate, regarding risks faced by the funds and the risk management programs of the investment adviser and certain other service providers. Also, the Joint Audit Committee receives periodic reports from members of the advisers’ Risk Management Oversight Committee on the significant risks inherent to the advisers’ business, including aggregate investment risks, reputational risk, business continuity risk, and operational risk. The actual day-to-day risk management functions with respect to the funds are subsumed within the responsibilities of the investment adviser, its affiliates that serve as investment sub-advisers to the funds, and other service providers (depending on the nature of the risk) that carry out the funds’ investment management and business affairs. Although the risk management policies of T. Rowe Price and its affiliates, and the funds’ other service providers, are reasonably designed to be effective, those policies and their implementation vary among service providers over time, and there is no guarantee that they will always be effective. Not all risks that may affect the funds can be identified. Processes and controls developed may not eliminate or mitigate the occurrence or effects of all risks, and some risks may be simply beyond any control of the funds, T. Rowe Price and its affiliates, or other service providers.

Each director’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other directors, has led to the conclusion that each director should serve on the Boards of the Price Funds. Attributes common to all directors include the ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the funds’ management and counsel and the various service providers to the funds, and to exercise reasonable business judgment in the performance of their duties as directors. In addition, the actual service and commitment of the directors during their tenure on the funds’ Boards is taken into consideration in concluding that each should continue to serve. A director’s ability to perform his or her duties effectively may have been attained through his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a director of the Price Funds, public companies, or non-profit entities or other organizations; or other experiences. Each director brings a diverse perspective to the Boards. Set forth below is a brief discussion of the specific experience, qualifications, attributes, or skills of each director that led to the conclusion that he or she should serve as a director.

Edward C. Bernard has been an interested director, and Chairman of the Board, of all the Price Funds for the past 7 years. Mr. Bernard has 25 years of experience in the investment management industry, all of which have been with T. Rowe Price. In addition to his responsibilities with T. Rowe Price and the Price Funds, Mr. Bernard served as chairman (from 2009 to 2011) and is currently the vice chairman of the board of governors of the Investment Company Institute, the national trade association for the mutual fund industry.

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

Anthony W. Deering has been an independent director of the Price Funds for more than 30 years. He currently serves as the Lead Independent Director and as a member of the Joint Audit Committee. Mr. Deering brings a wealth of financial services and investment management experience to the Boards. He is the former chair and chief executive officer of the Rouse Company and has also served on the boards of a number of public companies, including Deutsche Bank North America, Vornado Realty Trust, Mercantile Bank, and Under Armour. He has also served on the boards of a number of private companies and non-profit entities, including the Investment Company Institute, Baltimore Museum of Art, Parks & People Foundation, The Rouse Company Foundation, and The Charlesmead Foundation among others.

Donald W. Dick, Jr. has been an independent director of the Price Funds for more than 30 years. He has significant investment and business experience from serving as a principal in a private equity firm and has previously served on the boards of manufacturing, construction, publishing, and advertising companies in the U.S. and Europe.

Bruce W. Duncan has substantial experience in the fields of commercial real estate and property management. He currently serves as chief executive officer and director of First Industrial Realty Trust and has held a variety of senior roles and board positions with Starwood Hotels & Resorts. In October 2013, he was elected independent director of the Price Funds.

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

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

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

Paul F. McBride has served in various management and senior leadership roles with the Black & Decker Corporation and General Electric Company. He led businesses in the materials, industrial, and consumer durable segments. He also has significant global experience. He has served on the boards of a number of private and non-profit entities, including Dunbar Armored, Vizzia Technologies, Gilman School, and Living Classrooms Foundation. In October 2013, he was elected independent director of the Price Funds.

Theo C. Rodgers has been an independent director of the Price Funds since 2005. Mr. Rodgers has substantial experience in the fields of real estate development, construction, and property management. He is the founder and current President of A&R Development Corporation and A&R Management, Inc. He has served on the boards of a number of private companies and non-profit entities, including Randa Development Co., Rodgers Legacy LLC, Baltimore Community Foundation, Baltimore Education Scholarship, Johns Hopkins Health System, McDonogh School, and University of Maryland Foundation. Mr. Rodgers did not stand for reelection in October 2013 to the Price Funds’ Boards. However, he will continue to serve as an independent director to all of the Price Funds until he retires at the end of 2013.

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

Cecilia E. Rouse has been an independent director of certain Price Funds since May 2012. Dr. Rouse has extensive experience in the fields of higher education and economic research. She has served in a variety of roles at Princeton University, including as a dean, professor, and leader of economic research. She has also served on the board of MDRC, a non-profit education and social policy organization dedicated to improving programs and policies that affect the poor, and as a member of numerous entities, including the American Economic Association, National Bureau of Economic Research, National Academy of Education, and the Association of Public Policy and Management Policy Council.

John G. Schreiber has been an independent director of the Price Funds for more than 20 years and currently serves as a member of the Joint Audit Committee. He has significant experience investing in real estate transactions and brings substantial financial services and investment management experience to the boards. He is the President of Centaur Capital Partners, Inc. and is a Partner and Co-Founder of Blackstone Real Estate Advisors. He previously served as chairman and chief executive officer of JMB Urban Development Co. and Executive Vice President of JMB Realty Corporation. Mr. Schreiber currently serves on the boards of JMB Realty Corporation, General Growth Properties, and Blackstone Mortgage Trust, and is a past board member of Urban Shopping Centers, Inc., Host Hotels & Resorts, Inc., The Rouse Company, and AMLI Residential Properties Trust.

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

In addition, the following tables provide biographical information for the directors, along with their principal occupations during the past five years and any directorships of public companies and other investment companies.

Independent Directors^(a)


Name, Year of Birth, and Number of Portfolios in Fund Complex Overseen by Director	Principal Occupation(s) During Past 5 Years	Directorships of Public Companies and Other Investment Companies During Past 5 Years
William R. Brody 1944 157 portfolios	President and Trustee, Salk Institute for Biological Studies (2009 to present); President and Trustee, Johns Hopkins University (1996 to 2009); Chairman of Executive Committee and Trustee, John Hopkins Health System (1996 to 2009)	Novartis, Inc. (2009 to present); IBM (2007 to present)
Anthony W. Deering 1945 157 portfolios	Chairman, Exeter Capital, LLC, a private investment firm (2004 to present); Director and Member of the Advisory Board, Deutsche Bank North America (2004 to present)	Under Armour (2008 to present); Vornado Real Estate Investment Trust (2004 to 2012); Deutsche Bank North America (2004 to present)
Donald W. Dick, Jr. 1943 157 portfolios	Principal, EuroCapital Partners, LLC, an acquisition and management advisory firm (1995 to present)	None
Bruce W. Duncan 1951 157 portfolios	President, Chief Executive Officer, and Director, First Industrial Realty Trust, owner and operator of industrial properties (2009 to present); Chairman of the Board (2005 to present), Interim Chief Executive Officer (2007), and Director (1999 to present), Starwood Hotels & Resorts, hotel and leisure company; Trustee, Starwood Lodging Trust, a real estate investment trust and former subsidiary of Starwood (1995 to 2006); Senior Advisor, Kohlberg, Kravis, Roberts & Co. LP, a global investment firm (2008 to 2009)	None


Name, Year of Birth, and Number of Portfolios in Fund Complex Overseen by Director	Principal Occupation(s) During Past 5 Years	Directorships of Public Companies and Other Investment Companies During Past 5 Years
Robert J. Gerrard, Jr. 1952 157 portfolios	Chairman of Compensation Committee, Syniverse Holdings, Inc. (2008 to 2011); Executive Vice President and General Counsel, Scripps Networks, LLC (1997 to 2009); and Advisory Board member, Pipeline Crisis/Winning Strategies (1997 to present)	Syniverse Holdings, Inc. (2008 to 2011)
Karen N. Horn 1943 157 portfolios	Limited Partner and Senior Managing Director, Brock Capital Group, an advisory and investment banking firm (2004 to present)	Eli Lilly and Company (1987 to present); Simon Property Group (2004 to present); Norfolk Southern (2008 to present); Fannie Mae (2006 to 2008)
Paul F. McBride 1956 157 portfolios	Former Company Officer and Senior Vice President, Human Resources and Corporate Initiatives (2004 to 2010)	None

Theo C. Rodgers 1941 157 portfolios	Founder and President, A&R Development Corporation (1977 to present) and A&R Management, Inc. (1984 to present)	None

Cecilia E. Rouse 1963 157 portfolios	Dean, Woodrow Wilson School (2012 to present); Professor and Researcher, Princeton University (1992 to present); Director, MDRC (2011 to present); Member of National Academy of Education (2010 to present); Research Associate, National Bureau of Economic Research’s Labor Studies Program (1998 to 2009 and 2011 to present); Member of President’s Council of Economic Advisers (2009 to 2011); Member of The MacArthur Foundation Network on the Transition to Adulthood and Public Policy (2000 to 2008); Member of National Advisory Committee for the Robert Wood Johnson Foundation’s Scholars in Health Policy Research Program (2008); Member of and Director, National Economic Association (2006 to 2008); Member of Association of Public Policy Analysis and Management Policy Council (2006 to 2008); Member of Hamilton Project’s Advisory Board at The Brookings Institute (2006 to 2008); and Chair of Committee on the Status of Minority Groups in the Economic Profession, American Economic Association (2006 to 2008) and (2012 to present)	None
John G. Schreiber 1946 157 portfolios	Owner/President, Centaur Capital Partners, Inc., a real estate investment company (1991 to present); Cofounder and Partner, Blackstone Real Estate Advisors, L.P. (1992 to present); Director, BXMT (formerly Capital Trust, Inc.), a real estate investment company (2012 to present); Director and Chairman of the Board, Brixmor Property Group, Inc. (2013 to present)	General Growth Properties, Inc. (2010 to present)

Name, Year of Birth, and Number
of Portfolios in Fund Complex
Overseen by Director

Principal Occupation(s)
During Past 5 Years

Directorships
of Public Companies and Other Investment Companies During Past 5 Years

Mark R. Tercek

1957

157 portfolios

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

None

(a) All information about the directors was current as of December 31, 2012, except for the number of portfolios, which is current as of the date of this SAI.

Inside Directors^(a)

The following persons are considered interested persons of the funds because they also serve as employees of T. Rowe Price or its affiliates. No more than two inside directors serve as directors of any fund.

The Boards invite nominations from the funds’ investment adviser for persons to serve as interested directors, and the Board reviews and approves these nominations. Each of the current interested directors is a senior executive officer of T. Rowe Price and T. Rowe Price Group, Inc., as well as certain of their affiliates. Mr. Bernard has served as a director of all Price Funds and has been Chairman of the Board for all Price Funds since 2006. Mr. Gitlin became a director of certain Price Funds in 2010, and Mr. Rogers has served as director of certain Price Funds since 2006, in each case serving as a member of the Executive Committee. In addition, specific experience with respect to the interested directors’ occupations and directorships of public companies and other investment companies are set forth in the following table.


Name, Year of Birth, and Number of Portfolios in Fund Complex Overseen by Director	Principal Occupation(s) During Past 5 Years	Directorships of Public Companies
Edward C. Bernard 1956 157 portfolios	Director and Vice President, T. Rowe Price; Vice Chairman of the Board, Director, and Vice President, T. Rowe Price Group, Inc.; Chairman of the Board, Director, and President, T. Rowe Price Investment Services, Inc.; Chairman of the Board and Director, T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Savings Bank, and T. Rowe Price Services, Inc.; Chairman of the Board, Chief Executive Officer, and Director, T. Rowe Price International; Chairman of the Board, Chief Executive Officer, Director, and President, T. Rowe Price Trust Company Chairman of the Board, all funds	None
Michael C. Gitlin 1970 52 portfolios	Vice President, Price Hong Kong, Price Singapore, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International President, Multi-Sector Account Portfolios	None

Name, Year of Birth, and Number
of Portfolios in Fund Complex
Overseen by Director

Principal Occupation(s)
During Past 5 Years

Directorships
of Public Companies

Brian C. Rogers; CFA, CIC

1955

105 portfolios

Chief Investment Officer, Director, and Vice President, T. Rowe Price; Chairman of the Board, Chief Investment Officer, Director, and Vice President, T. Rowe Price Group, Inc.; Vice President, T. Rowe Price Trust Company

President, Equity Income Fund and Institutional Equity Funds; Vice President, Personal Strategy Funds, Retirement Funds, Spectrum Funds, and Value Fund

None

(a) All information about the directors was current as of December 31, 2012, except for the number of portfolios, which is current as of the date of this SAI.

Funds-of-Funds Arrangements

The Board is responsible for overseeing the business and affairs of the Funds-of-Funds, which consists of the following: Spectrum Growth Fund, Spectrum Income, and Spectrum International Fund (collectively the “Spectrum Funds”); Retirement 2005 Fund, Retirement 2010 Fund, Retirement 2015 Fund, Retirement 2020 Fund, Retirement 2025 Fund, Retirement 2030 Fund, Retirement 2035 Fund, Retirement 2040 Fund, Retirement 2045 Fund, Retirement 2050 Fund, Retirement 2055 Fund, and Retirement Income Fund (collectively the “RDFs”); and Target Retirement 2005 Fund, Target Retirement 2010 Fund, Target Retirement 2015 Fund, Target Retirement 2020 Fund, Target Retirement 2025 Fund, Target Retirement 2030 Fund, Target Retirement 2035 Fund, Target Retirement 2040 Fund, Target Retirement 2045 Fund, Target Retirement 2050 Fund, and Retirement 2055 Fund (collectively the “TRFs”). The Spectrum Funds, RDFs, and TRFs are referred to collectively as “Funds-of-Funds” and each fund individually a “Fund-of-Fund,” and where the policies that apply to both the RDFs and TRFs are identical, the RDFs and TRFs will be referred to collectively as “Retirement Funds.”

In exercising their responsibilities, the Boards, among other things, will refer to the policies, conditions, and guidelines included in an Exemptive Order (and accompanying Notice and Order) originally granted by the SEC in connection with the creation and operation of the Spectrum Funds. The RDFs and TRFs rely on this same Exemptive Order because the order was designed to cover any Fund-of-Funds arrangements that operate in a similar manner to the Spectrum Funds.

In connection with the Exemptive Order, the various Price Funds in which the Funds-of-Funds invest (collectively, the “underlying Price Funds”) have entered into Special Servicing Agreements with T. Rowe Price and each respective Spectrum Fund, RDF, and/or TRF in which they invest. The Special Servicing Agreements provide that each underlying Price Fund in which a Fund-of- Funds invests will bear its proportionate share of the expenses of that Fund-of-Funds if, and to the extent that, the underlying Price Fund’s savings from the operation of the Fund-of-Funds exceed these expenses. T. Rowe Price has agreed to bear any expenses of each Fund-of-Fund that exceed the estimated savings to each of the underlying Price Funds. As a result, the Funds-of-Funds do not pay an investment management fee and will effectively pay no operating expenses at the Fund-of-Fund level, although shareholders of the Funds-of-Funds will still indirectly bear their proportionate share of the expenses of each underlying Price Fund in which the Fund-of-Funds invests.

A majority of the directors of the Funds-of-Funds are independent of T. Rowe Price and its affiliates. However, the directors and officers of the Funds-of-Funds and certain directors and officers of T. Rowe Price and its affiliates also serve in similar positions with most of the underlying Price Funds. Thus, if the interests of the Funds-of-Funds and the underlying Price Funds were ever to become divergent, it is possible that a conflict of interest could arise and affect how this latter group of persons fulfill their fiduciary duties to the Funds-of-Funds and the underlying Price Funds. The directors of Funds-of-Funds believe they have structured the Funds-of-Funds to avoid these concerns. However, a situation could conceivably occur where proper action

for the Funds-of-Funds could be adverse to the interests of an underlying Price Fund, or the reverse could occur. If such a possibility arises, the directors and officers of the affected funds and the directors and officers of T. Rowe Price will carefully analyze the situation and take all steps they believe reasonable to minimize and, where possible, eliminate the potential conflict.

Term of Office and Length of Time Served

The directors serve until retirement, resignation, or election of a successor. The following table shows the year from which each director has served on each fund’s Board (or that of the corporation or trust of which the fund is a part).


		Independent Directors
Corporation/Trust	Number of portfolios	Brody	Deering	Dick	Duncan	Gerrard	Horn	McBride	Rodgers	Rouse	Schreiber	Tercek
Balanced	1	2009	2001	1991	2013	2012	2003	2013	2005	2012	2001	2009
Blue Chip Growth	1	2009	2001	1993	2013	2012	2003	2013	2005	2012	2001	2009
California Tax-Free Income Trust	2	2009	1986	2001	2013	2013	2003	2013	2005	2013	1992	2009
Capital Appreciation	1	2009	2001	1986	2013	2012	2003	2013	2005	2012	2001	2009
Capital Opportunity	1	2009	2001	1994	2013	2012	2003	2013	2005	2012	2001	2009
Corporate Income	1	2009	1995	2001	2013	2013	2003	2013	2005	2013	1995	2009
Diversified Mid-Cap Growth	1	2009	2003	2003	2013	2012	2003	2013	2005	2012	2003	2009
Diversified Small-Cap Growth	1	2009	2001	1997	2013	2012	2003	2013	2005	2012	2001	2009
Dividend Growth	1	2009	2001	1992	2013	2012	2003	2013	2005	2012	2001	2009
Equity Income	1	2009	2001	1994	2013	2012	2003	2013	2005	2012	2001	2009
Financial Services	1	2009	2001	1996	2013	2012	2003	2013	2005	2012	2001	2009
Floating Rate	1	2011	2011	2011	2013	2013	2011	2013	2011	2013	2011	2011
Global Allocation	1	2013	2013	2013	2013	2013	2013	2013	2013	2013	2013	2013
Global Real Estate	1	2009	2008	2008	2013	2012	2008	2013	2008	2012	2008	2009
Global Technology	1	2009	2001	2000	2013	2012	2003	2013	2005	2012	2001	2009
GNMA	1	2009	1985	2001	2013	2013	2003	2013	2005	2013	1992	2009
Growth & Income	1	2009	2001	1982	2013	2012	2003	2013	2005	2012	2001	2009
Growth Stock	1	2009	2001	1980	2013	2012	2003	2013	2005	2012	2001	2009
Health Sciences	1	2009	2001	1995	2013	2012	2003	2013	2005	2012	2001	2009
High Yield	1	2009	1984	2001	2013	2013	2003	2013	2005	2013	1992	2009
Index Trust	3	2009	2001	1994	2013	2012	2003	2013	2005	2012	2001	2009
Inflation Focused Bond	1	2009	2006	2006	2013	2013	2006	2013	2006	2013	2006	2009
Inflation Protected Bond	1	2009	2002	2002	2013	2013	2003	2013	2005	2013	2002	2009
Institutional Equity	6	2009	2001	1996	2013	2012	2003	2013	2005	2012	2001	2009
Institutional Income	5	2009	2002	2002	2013	2013	2003	2013	2005	2013	2002	2009
Institutional International	10	2009	1991	1989	2013	2012	2003	2013	2006	2012	2001	2009
International	19	2009	1991	1988	2013	2012	2003	2013	2006	2012	2001	2009
International Index	1	2009	2000	2000	2013	2012	2003	2013	2006	2012	2001	2009


		Independent Directors
Corporation/Trust	Number of portfolios	Brody	Deering	Dick	Duncan	Gerrard	Horn	McBride	Rodgers	Rouse	Schreiber	Tercek
Media & Telecommunications	1	2009	2001	1997	2013	2012	2003	2013	2005	2012	2001	2009
Mid-Cap Growth	1	2009	2001	1992	2013	2012	2003	2013	2005	2012	2001	2009
Mid-Cap Value	1	2009	2001	1996	2013	2012	2003	2013	2005	2012	2001	2009
Multi-Sector Account Portfolios	6	2012	2012	2012	2013	2013	2012	2013	2012	2013	2012	2012
New America Growth	1	2009	2001	1985	2013	2012	2003	2013	2005	2012	2001	2009
New Era	1	2009	2001	1994	2013	2012	2003	2013	2005	2012	2001	2009
New Horizons	1	2009	2001	1994	2013	2012	2003	2013	2005	2012	2001	2009
New Income	1	2009	1980	2001	2013	2013	2003	2013	2005	2013	1992	2009
Personal Strategy	3	2009	2001	1994	2013	2012	2003	2013	2005	2012	2001	2009
Prime Reserve	1	2009	1979	2001	2013	2013	2003	2013	2005	2013	1992	2009
Real Assets	1	2010	2010	2010	2013	2012	2010	2013	2010	2012	2010	2010
Real Estate	1	2009	2001	1997	2013	2012	2003	2013	2005	2012	2001	2009
TRP Reserve Investment	4	2009	1997	2001	2013	2013	2003	2013	2005	2013	1997	2009
Retirement	23	2009	2002	2002	2013	2012	2003	2013	2005	2012	2002	2009
Science & Technology	1	2009	2001	1994	2013	2012	2003	2013	2005	2012	2001	2009
Short-Term Bond	2	2009	1983	2001	2013	2013	2003	2013	2005	2013	1992	2009
Small-Cap Stock	1	2009	2001	1992	2013	2012	2003	2013	2005	2012	2001	2009
Small-Cap Value	1	2009	2001	1994	2013	2012	2003	2013	2005	2012	2001	2009
Spectrum	3	2009	2001	1999	2013	2012	2003	2013	2005	2012	2001	2009
State Tax-Free Income Trust	8	2009	1986	2001	2013	2013	2003	2013	2005	2013	1992	2009
Strategic Income	1	2009	2008	2008	2013	2013	2008	2013	2008	2013	2008	2009
Summit	2	2009	1993	2001	2013	2013	2003	2013	2005	2013	1993	2009
Summit Municipal	3	2009	1993	2001	2013	2013	2003	2013	2005	2013	1993	2009
Tax-Efficient	1	2009	2001	1997	2013	2012	2003	2013	2005	2012	2001	2009
Tax-Exempt Money	1	2009	1983	2001	2013	2013	2003	2013	2005	2013	1992	2009
Tax-Free High Yield	1	2009	1984	2001	2013	2013	2003	2013	2005	2013	1992	2009
Tax-Free Income	1	2009	1983	2001	2013	2013	2003	2013	2005	2013	1992	2009
Tax-Free Short-Intermediate	2	2009	1983	2001	2013	2013	2003	2013	2005	2013	1992	2009
U.S. Bond Enhanced Index	1	2009	2000	2001	2013	2013	2003	2013	2005	2013	2000	2009
U.S. Large-Cap Core	1	2009	2009	2009	2013	2012	2009	2013	2009	2012	2009	2009
U.S. Treasury	3	2009	1989	2001	2013	2013	2003	2013	2005	2013	1992	2009
Value	1	2009	2001	1994	2013	2012	2003	2013	2005	2012	2001	2009


Corporation/Trust	Number of portfolios	Inside Directors
Corporation/Trust	Number of portfolios	Bernard	Gitlin	Rogers
Balanced	1	2006	—	2006
Blue Chip Growth	1	2006	—	2006
California Tax-Free Income Trust	2	2006	2010	—
Capital Appreciation	1	2006	—	2006
Capital Opportunity	1	2006	—	2013
Corporate Income	1	2006	2010	—
Diversified Mid-Cap Growth	1	2006	—	2013
Diversified Small-Cap Growth	1	2006	—	2013
Dividend Growth	1	2006	—	2006
Equity Income	1	2006	—	2006
Financial Services	1	2006	—	2006
Floating Rate	1	2011	2011	—
Global Allocation	1	2013	—	2013
Global Real Estate	1	2008	—	2008
Global Technology	1	2006	—	2006
GNMA	1	2006	2010	—
Growth & Income	1	2006	—	2006
Growth Stock	1	2006	—	2006
Health Sciences	1	2006	—	2013
High Yield	1	2006	2010	—
Index Trust	3	2006	—	2006
Inflation Focused Bond	1	2006	2010	—
Inflation Protected Bond	1	2006	2010	—
Institutional Equity	6	2006	—	2006
Institutional Income	5	2006	2010	—
Institutional International	10	2006	—	2006
International	19	2006	—	2006
International Index	1	2006	—	2006
Media & Telecommunications	1	2006	—	2006
Mid-Cap Growth	1	2006	—	2006
Mid-Cap Value	1	2006	—	2006
Multi-Sector Account Portfolios	6	2012	2012	—
New America Growth	1	2006	—	2013
New Era	1	2006	—	2006
New Horizons	1	2006	—	2013
New Income	1	2006	2010	—
Personal Strategy	3	2006	—	2006
Prime Reserve	1	2006	2010	—
Real Assets	1	2010	—	2010
Real Estate	1	2006	—	2006
TRP Reserve Investment	4	2006	2010	—


Corporation/Trust	Number of portfolios	Inside Directors
Corporation/Trust	Number of portfolios	Bernard	Gitlin	Rogers
Retirement	23	2006	—	2006
Science & Technology	1	2006	—	2013
Short-Term Bond	2	2006	2010	—
Small-Cap Stock	1	2006	—	2013
Small-Cap Value	1	2006	—	2013
Spectrum	3	2006	—	2006
State Tax-Free Income Trust	8	2006	2010	—
Strategic Income	1	2008	2010	—
Summit	2	2006	2010	—
Summit Municipal	3	2006	2010	—
Tax-Efficient	1	2006	—	2006
Tax-Exempt Money	1	2006	2010	—
Tax-Free High Yield	1	2006	2010	—
Tax-Free Income	1	2006	2010	—
Tax-Free Short-Intermediate	2	2006	2010	—
U.S. Bond Enhanced Index	1	2006	2010	—
U.S. Large-Cap Core	1	2009	—	2009
U.S. Treasury	3	2006	2010	—
Value	1	2006	—	2006

Officers

Fund

Name

Position Held
With Fund

All funds

Roger L. Fiery III

Gregory S. Golczewski

David Oestreicher

Deborah D. Seidel

Julie L. Waples

Gregory K. Hinkle

Patricia B. Lippert

John R. Gilner

Vice President

Treasurer

Secretary

Chief Compliance Officer


Fund	Name	Position Held With Fund
Balanced	Charles M. Shriver E. Frederick Bair Kimberly E. DeDominicis Anna M. Dopkin Mark S. Finn Paul A. Karpers Robert M. Larkins Wyatt A. Lee Raymond A. Mills Larry J. Puglia Guido F. Stubenrauch Richard T. Whitney (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Blue Chip Growth	Larry J. Puglia Ziad Bakri P. Robert Bartolo Peter J. Bates Ryan N. Burgess Jonathan Chou Shawn T. Driscoll Paul D. Greene II Thomas J. Huber Michael M. Lasota George A. Marzano Timothy E. Parker Amit Seth Robert W. Sharps Taymour R. Tamaddon (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
California Tax-Free Income Trust California Tax-Free Bond California Tax-Free Money	Hugh D. McGuirk Joseph K. Lynagh Konstantine B. Mallas Austin Applegate Steven G. Brooks M. Helena Condez G. Richard Dent Charles E. Emrich Jared S. Franz Alan D. Levenson Linda A. Murphy Alexander S. Obaza Douglas D. Spratley Timothy G. Taylor Edward A. Wiese Michael K. Sewell Chen Shao (For remaining officers, refer to the “All funds” table)	President Executive Vice President Executive Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Assistant Vice President Assistant Vice President


Fund	Name	Position Held With Fund
Capital Appreciation	David R. Giroux Ryan N. Burgess Mark S. Finn Paul D. Greene II Nina P. Jones Vidya Kadiyam Steven D. Krichbaum John D. Linehan Paul M. Massaro Heather K. McPherson Sudhir Nanda Robert T. Quinn, Jr. Farris G. Shuggi Gabriel Solomon William J. Stromberg Taymour R. Tamaddon Susan G. Troll Eric L. Veiel Tamara P. Wiggs (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Capital Opportunity	Anna M. Dopkin Kennard W. Allen Peter J. Bates Christopher W. Carlson Ann M. Holcomb Jennifer Martin Timothy E. Parker Charles G. Pepin Jason B. Polun Robert T. Quinn, Jr. Gabriel Solomon Joshua K. Spencer Taymour R. Tamaddon Eric L. Veiel (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Corporate Income	David A. Tiberii Steve Boothe Steven G. Brooks Michael J. Grogan Paul A. Karpers Michael Lambe Alan D. Levenson Samy B. Muaddi Alexander S. Obaza Miso Park Vernon A. Reid, Jr. Theodore E. Robson Brian M. Ropp Kimberly A Stokes Robert D. Thomas Lauren T. Wagandt Edward A. Wiese Thea N. Williams J. Howard Woodward Zhen Xia (For remaining officers, refer to the “All funds” table)	President Executive Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Assistant Vice President


Fund	Name	Position Held With Fund
Diversified Mid-Cap Growth	Donald J. Peters Donald J. Easley Kennard W. Allen Peter J. Bates Brian W.H. Berghuis Sudhir Nanda Timothy E. Parker Amit Seth John F. Wakeman Rouven J. Wool-Lewis (For remaining officers, refer to the “All funds” table)	President Executive Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Diversified Small-Cap Growth	Sudhir Nanda Anna M. Dopkin Donald J. Easley Prashant G. Jeyaganesh Curt J. Organt J. David Wagner (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President
Dividend Growth	Thomas J. Huber Peter J. Bates David M. Lee Daniel Martino Timothy E. Parker Robert T. Quinn, Jr. Jeffrey Rottinghaus Gabriel Solomon William J. Stromberg Eric L. Veiel (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Equity Income	Brian C. Rogers Andrew M. Brooks Mark S. Finn Jon M. Friar David R. Giroux Paul D. Greene II Thomas J. Huber John D. Linehan Robert T. Quinn, Jr. Eric L. Veiel (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Financial Services	Eric L. Veiel Stephen M. Finamore Christopher T. Fortune Jon M. Friar Nina P. Jones Yoichiro Kai Ian C. McDonald Michael J. McGonigle Jason B. Polun Frederick A. Rizzo Matthew J. Snowling Gabriel Solomon Mitchell J.K. Todd Tamara P. Wiggs (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President


Fund	Name	Position Held With Fund
Floating Rate	Mark J. Vaselkiv Paul M. Massaro Brian E. Burns Michael F. Connelly Stephen M. Finamore Justin T. Gerbereux David R. Giroux Steven C. Huber Paul A. Karpers Michael J. McGonigle Brian A. Rubin Walter P. Stuart III Thomas E. Tewksbury Thea N. Williams (For remaining officers, refer to the “All funds” table)	President Executive Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Global Allocation	Charles M. Shriver Robert L. Harlow Steven C. Huber Stefan Hubrich Robert M. Larkins Robert A. Panariello Richard T. Whitney (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President
Global Real Estate	David M. Lee Richard N. Clattenburg Tetsuji Inoue Nina P. Jones Michael M. Lasota Robert J. Marcotte Raymond A. Mills Eric C. Moffett Philip A. Nestico Viral S. Patel Marta Yago (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Global Technology	Joshua K. Spencer Kennard W. Allen P. Robert Bartolo Christopher W. Carlson David J. Eiswert Henry M. Ellenbogen Paul D. Greene II Rhett K. Hunter Daniel Martino Heather K. McPherson Tobias F. Mueller Hiroaki Owaki Michael F. Sola Thomas H. Watson Justin P. White Alison Mei Ling Yip (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President


Fund	Name	Position Held With Fund
GNMA	Andrew C. McCormick Anil K. Andhavarapu Stephen L. Bartolini Brian J. Brennan Christopher P. Brown Keir R. Joyce Martin G. Lee Alan D. Levenson John D. Wells (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Growth & Income	Thomas J. Huber Shawn T. Driscoll David M. Lee Daniel Martino Robert T. Quinn, Jr. Jeffrey Rottinghaus David L. Rowlett Gabriel Solomon Joshua K. Spencer Eric L. Veiel (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Growth Stock	P. Robert Bartolo Kennard W. Allen Joseph B. Fath Paul D. Greene II Barry Henderson Daniel Martino Larry J. Puglia Robert W. Sharps Robert W. Smith Taymour R. Tamaddon Eric L. Veiel Justin P. White (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Health Sciences	Taymour R. Tamaddon Ziad Bakri Melissa C. Gallagher Jason Nogueira Charles G. Pepin John C.A. Sherman Jon Davis Wood Rouven J. Wool-Lewis (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President


Fund	Name	Position Held With Fund
High Yield	Mark J. Vaselkiv Jason A. Bauer Andrew M. Brooks Andrew L. Cohen Michael F. Connelly Michael Della Vedova Carson R. Dickson Stephen M. Finamore Justin T. Gerbereux Andrew P. Jamison Paul A. Karpers Paul M. Massaro Michael J. McGonigle Brian A. Rubin Walter P. Stuart III Thomas E. Tewksbury Thea N. Williams (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Index Trust Equity Index 500 Extended Equity Market Index Total Equity Market Index	E. Frederick Bair Ken D. Uematsu R. Scott Livingston Neil Smith Craig A. Thiese J. Zachary Wood (For remaining officers, refer to the “All funds” table)	President Executive Vice President Vice President Vice President Vice President Vice President
Inflation Focused Bond	Daniel O. Shackelford Brian J. Brennan Steven G. Brooks Jerome A. Clark Bridget A. Ebner Jared S. Franz Michael J. Grogan Geoffrey M. Hardin Charles B. Hill Keir R. Joyce Wyatt A. Lee Andrew C. McCormick Cheryl A. Mickel Vernon A. Reid, Jr. Michael F. Reinartz John D. Wells Edward A. Wiese (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Inflation Protected Bond	Daniel O. Shackelford Brian J. Brennan Geoffrey M. Hardin Alan D. Levenson Andrew C. McCormick Rebecca L. Setcavage (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Assistant Vice President

Fund

Name

Position Held
With Fund

Institutional Equity Funds

Institutional Large-Cap Core Growth

Institutional Large-Cap Growth

Institutional Large-Cap Value

Institutional Mid-Cap Equity Growth

Institutional Small-Cap Stock

Institutional U.S. Structured Research

Brian C. Rogers

Brian W.H. Berghuis

Anna M. Dopkin

Mark S. Finn

John D. Linehan

Gregory A. McCrickard

Larry J. Puglia

Robert W. Sharps

Ann M. Holcomb

J. David Wagner

John F. Wakeman

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Institutional Income Funds

Institutional Core Plus

Institutional Floating Rate

Institutional Global Multi-Sector Bond

Institutional High Yield

Institutional Long Duration Credit

Mark J. Vaselkiv

Brian J. Brennan

Paul A. Karpers

Paul M. Massaro

Jeffrey M. Anapolsky

Steve Boothe

Andrew M. Brooks

Christopher P. Brown

Brian E. Burns

Andrew L. Cohen

Michael J. Conelius

Michael F. Connelly

Stephen M. Finamore

Justin T. Gerbereux

David R. Giroux

Steven C. Huber

Andrew J. Keirle

Ian D. Kelson

Andrew C. McCormick

Michael J. McGonigle

Brian A. Rubin

Daniel O. Shackelford

Walter P. Stuart III

Ju Yen Tan

Thomas E. Tewksbury

David A. Tiberii

Edward A. Wiese

Thea N. Williams

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Institutional International Funds

Institutional Africa & Middle East

Institutional Concentrated International Equity

Institutional Emerging Markets Bond

Institutional Emerging Markets Equity

Institutional Global Focused Growth Equity

Institutional Global Growth Equity

Institutional Global Value Equity

Institutional International Bond

Institutional International Core Equity

Institutional International Growth Equity

Christopher D. Alderson

Oliver D.M. Bell

R. Scott Berg

Richard N. Clattenburg

Michael J. Conelius

Mark J.T. Edwards

David J. Eiswert

Andrew J. Keirle

Ian D. Kelson

Sebastien Mallet

Raymond A. Mills

Joshua Nelson

Jason Nogueira

Gonzalo Pangaro

Christopher J. Rothery

Federico Santilli

Robert W. Smith

Ulle Adamson

Roy H. Adkins

President

Executive Vice President

Vice President


Fund	Name	Position Held With Fund

	Paulina Amieva Malik S. Asif Peter J. Bates Peter I. Botoucharov Brian J. Brennan Archibald Ciganer Albeniz Jose Costa Buck Carolyn Hoi Che Chu Michael Della Vedova Richard de los Reyes Shawn T. Driscoll Bridget A. Ebner Mark S. Finn Paul D. Greene II M. Campbell Gunn Stefan Hubrich Leigh Innes Randal S. Jenneke Yoichiro Kai Christopher J. Kushlis Mark J. Lawrence David M. Lee Christopher C. Loop Anh Lu Daniel Martino Jonathan H.W. Matthews Susanta Mazumdar Sudhir Nanda Michael D. Oh Kenneth A. Orchard Timothy E. Parker Craig J. Pennington Frederick A. Rizzo Sebastian Schrott Robert W. Sharps John C.A. Sherman Joshua K. Spencer David A. Stanley Jonty Starbuck Taymour R. Tamaddon Ju Yen Tan Dean Tenerelli Eric L. Veiel Christopher S. Whitehouse J. Howard Woodward Ernest C. Yeung (For remaining officers, refer to the “All funds” table)	Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President

Fund	Name	Position Held With Fund



International Funds Africa & Middle East Emerging Europe Emerging Markets Bond Emerging Markets Corporate Bond Emerging Markets Local Currency Bond Emerging Markets Stock European Stock Global Industrials Global Growth Stock Global Infrastructure Global Stock International Bond International Discovery International Growth & Income International Stock Japan Latin America New Asia Overseas Stock	Christopher D. Alderson Peter J. Bates Oliver D.M. Bell R. Scott Berg Richard N. Clattenburg Michael J. Conelius Jose Costa Buck Mark J.T. Edwards David J. Eiswert M. Campbell Gunn Leigh Innes Andrew J. Keirle Ian D. Kelson Anh Lu	President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Executive Vice President

	Fund	Name	Position Held With Fund


Fund	Name	Position Held With Fund
International Index Fund International Equity Index	E. Frederick Bair Neil Smith R. Scott Livingston Craig A. Thiese Ken D. Uematsu J. Zachary Wood (For remaining officers, refer to the “All funds” table)	President Executive Vice President Vice President Vice President Vice President Vice President
Media & Telecommunications	Paul D. Greene II Ulle Adamson P. Robert Bartolo David J. Eiswert Henry M. Ellenbogen Joseph B. Fath James H. Friedland Daniel Martino Philip A. Nestico Curt J. Organt Corey D. Shull Robert W. Smith Justin P. White Christopher S. Whitehouse Ernest C. Yeung Wenli Zheng (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Mid-Cap Growth	Brian W.H. Berghuis John F. Wakeman Kennard W. Allen P. Robert Bartolo Shawn T. Driscoll Donald J. Easley Henry M. Ellenbogen Robert J. Marcotte Daniel Martino David L. Rowlett Clark R. Shields Taymour R. Tamaddon (For remaining officers, refer to the “All funds” table)	President Executive Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Mid-Cap Value	David J. Wallack Heather K. McPherson Ryan N. Burgess Christopher W. Carlson Ira W. Carnahan Jonathan Chou Henry M. Ellenbogen Mark S. Finn Nina P. Jones Gregory A. McCrickard Ian C. McDonald J. David Wagner John M. Williams (For remaining officers, refer to the “All funds” table)	President Executive Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President

Fund

Name

Position Held
With Fund

Multi-Sector Account Portfolios

Emerging Markets Corporate Multi-Sector Account Portfolio

Emerging Markets Local Multi-Sector Account Portfolio

Floating Rate Multi-Sector Account Portfolio

High Yield Multi-Sector Account Portfolio

Investment-Grade Corporate Multi-Sector Account Portfolio

Mortgage-Backed Securities Multi-Sector Account Portfolio

Michael C. Gitlin

Michael J. Conelius

Andrew J. Keirle

Paul M. Massaro

Andrew C. McCormick

David A. Tiberii

Mark J. Vaselkiv

Roy H. Adkins

Anil K. Andhavarapu

Stephen L. Bartolini

Steve Boothe

Peter I. Botoucharov

Brian J. Brennan

Steven G. Brooks

Christopher P. Brown

Brian E. Burns

Sheldon Chan

Carolyn Hoi Che Chu

Michael F. Connelly

Bridget A. Ebner

Stephen M. Finamore

Justin T. Gerbereux

Michael J. Grogan

Steven C. Huber

Keir R. Joyce

Paul A. Karpers

Ian D. Kelson

Christopher J. Kushlis

Michael Lambe

Martin G. Lee

Alan D. Levenson

Christopher C. Loop

Michael J. McGonigle

Samy B. Muaddi

Christina Ni

Alexander S. Obaza

Michael D. Oh

Kenneth A. Orchard

Miso Park

Vernon A. Reid, Jr.

Theodore E. Robson

Brian M. Ropp

Christopher J. Rothery

Brian A. Rubin

Daniel O. Shackelford

David A. Stanley

Kimberly A. Stokes

Walter P. Stuart III

Ju Yen Tan

Thomas E. Tewksbury

Robert. D. Thomas

Siby Thomas

Lauren T. Wagandt

John D. Wells

Edward A. Wiese

Thea N. Williams

J. Howard Woodward

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President


Fund	Name	Position Held With Fund
New America Growth	Daniel Martino Francisco M. Alonso P. Robert Bartolo Brian W.H. Berghuis Shawn T. Driscoll Benjamin D. Landy Ian C. McDonald Jason Nogueira Curt J. Organt Robert W. Sharps Clark R. Shields Taymour R. Tamaddon Craig A. Thiese Eric L. Veiel (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
New Era	Shawn T. Driscoll Syed H. Ali Ryan N. Burgess Richard de los Reyes Mark S. Finn Shinwoo Kim Jeremy D. Kokemor Steven D. Krichbaum Benjamin D. Landy Ryan Martyn Susanta Mazumdar Heather K. McPherson Timothy E. Parker Craig J. Pennington Craig A. Thiese David J. Wallack John M. Williams (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
New Horizons	Henry M. Ellenbogen Francisco M. Alonso Preston G. Athey Brian W.H. Berghuis Michael F. Blandino Christopher W. Carlson Rhett K. Hunter Timothy E. Parker Clark R. Shields Michael F. Sola Taymour R. Tamaddon Justin Thomson J. David Wagner Thomas H. Watson (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President


Fund	Name	Position Held With Fund
New Income	Daniel O. Shackelford Steve Boothe Brian J. Brennan Christopher P. Brown Michael J. Grogan Geoffrey M. Hardin Steven C. Huber Alan D. Levenson Andrew C. McCormick Vernon A. Reid, Jr. David A. Tiberii Edward A. Wiese (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Personal Strategy Funds Personal Strategy Balanced Personal Strategy Growth Personal Strategy Income	Charles M. Shriver Christopher D. Alderson E. Frederick Bair Jerome A. Clark Kimberly E. DeDominicis Mark S. Finn Ian D. Kelson Wyatt A. Lee Raymond A. Mills Larry J. Puglia Brian C. Rogers Robert W. Smith Guido F. Stubenrauch Mark J. Vaselkiv Richard T. Whitney (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Prime Reserve	Joseph K. Lynagh Austin Applegate Steven G. Brooks M. Helena Condez G. Richard Dent Jared S. Franz Alan D. Levenson Alexander S. Obaza Douglas D. Spratley Edward A. Wiese Chen Shao (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Assistant Vice President
Real Assets	Wyatt A. Lee E. Frederick Bair Richard de los Reyes Shawn T. Driscoll Jared S. Franz Stefan Hubrich David M. Lee Susanta Mazumdar Timothy E. Parker Daniel O. Shackelford Charles M. Shriver Richard T. Whitney (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President

Fund

Name

Position Held
With Fund

Real Estate

David M. Lee

Anna M. Dopkin

Joseph B. Fath

Thomas J. Huber

Nina P. Jones

Michael M. Lasota

Philip A. Nestico

Theodore E. Robson

(For remaining officers, refer to the “All funds” table)

President

Vice President

TRP Reserve Investment Funds

Government Reserve Investment

Reserve Investment

Short-Term Government Reserve

Short-Term Reserve

Joseph K. Lynagh

Austin Applegate

Steven G. Brooks

M. Helena Condez

G. Richard Dent

Jared S. Franz

Alan D. Levenson

Alexander S. Obaza

Douglas D. Spratley

Edward A. Wiese

Chen Shao

(For remaining officers, refer to the “All funds” table)

President

Vice President

Assistant Vice President

Retirement Funds

Retirement 2005

Retirement 2010

Retirement 2015

Retirement 2020

Retirement 2025

Retirement 2030

Retirement 2035

Retirement 2040

Retirement 2045

Retirement 2050

Retirement 2055

Retirement Income

Target Retirement 2005

Target Retirement 2010

Target Retirement 2015

Target Retirement 2020

Target Retirement 2025

Target Retirement 2030

Target Retirement 2035

Target Retirement 2040

Target Retirement 2045

Target Retirement 2050

Target Retirement 2055

Jerome A. Clark

Wyatt A. Lee

Christopher D. Alderson

Kimberly E. DeDominicis

Ian D. Kelson

Brian C. Rogers

Daniel O. Shackelford

Charles M. Shriver

Robert W. Smith

Guido F. Stubenrauch

Mark J. Vaselkiv

Richard T. Whitney

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President


Fund	Name	Position Held With Fund
Science & Technology	Kennard W. Allen Brian W.H. Berghuis David J. Eiswert Paul D. Greene II Rhett K. Hunter Daniel Martino Shalin Mody Tobias F. Mueller Hiroaki Owaki Adam Poussard Michael F. Sola Joshua K. Spencer Thomas H. Watson Justin P. White Alison Mei Ling Yip (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Short-Term Bond Ultra Short-Term Bond	Edward A. Wiese Joseph K. Lynagh Brian J. Brennan Steven G. Brooks M. Helena Condez Bridget A. Ebner Michael J. Grogan Geoffrey M. Hardin Charles B. Hill Keir R. Joyce Andrew C. McCormick Cheryl A. Mickel Vernon A. Reid, Jr. Michael F. Reinartz Daniel O. Shackelford Douglas D. Spratley John D. Wells (For remaining officers, refer to the “All funds” table)	President Executive Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Small-Cap Stock	Gregory A. McCrickard Francisco M. Alonso Preston G. Athey Ira W. Carnahan Andrew S. Davis Hugh M. Evans III Christopher T. Fortune Steven D. Krichbaum Robert J. Marcotte Curt J. Organt Michael F. Sola J. David Wagner (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
Small-Cap Value	Preston G. Athey Francisco M. Alonso Hugh M. Evans III Christopher T. Fortune Nina P. Jones Steven D. Krichbaum Gregory A. McCrickard Curt J. Organt J. David Wagner (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President

Fund

Name

Position Held
With Fund

Spectrum Funds

Spectrum Growth

Spectrum Income

Spectrum International

Charles M. Shriver

Christopher D. Alderson

Kimberly E. DeDominicis

Ian D. Kelson

Brian C. Rogers

Daniel O. Shackelford

Robert W. Smith

Guido F. Stubenrauch

Mark J. Vaselkiv

Richard T. Whitney

(For remaining officers, refer to the “All funds” table)

President

Vice President

State Tax-Free Income Trust

Georgia Tax-Free Bond

Maryland Short-Term Tax-Free Bond

Maryland Tax-Free Bond

Maryland Tax-Free Money

New Jersey Tax-Free Bond

New York Tax-Free Bond

New York Tax-Free Money

Virginia Tax-Free Bond

Hugh D. McGuirk

Charles B. Hill

Joseph K. Lynagh

Konstantine B. Mallas

Austin Applegate

R. Lee Arnold, Jr.

M. Helena Condez

Patricia S. Deford

G. Richard Dent

Charles E. Emrich

Jared S. Franz

Dylan Jones

Marcy M. Lash

Alan D. Levenson

James M. Murphy

Linda A. Murphy

Alexander S. Obaza

Douglas D. Spratley

Timothy G. Taylor

Edward A. Wiese

Michael K. Sewell

Chen Shao

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Assistant Vice President

Strategic Income

Steven C. Huber

Michael J. Conelius

Justin T. Gerbereux

Andrew J. Keirle

Ian D. Kelson

Martin G. Lee

Paul M. Massaro

Andrew C. McCormick

Michael J. McGonigle

David A. Stanley

Ju Yen Tan

David A. Tiberii

Mark J. Vaselkiv

(For remaining officers, refer to the “All funds” table)

President

Vice President

Fund

Name

Position Held
With Fund

Summit Funds

Summit Cash Reserves

Summit GNMA

Andrew C. McCormick

Joseph K. Lynagh

Anil K. Andhavarapu

Austin Applegate

Stephen L. Bartolini

Brian J. Brennan

Christopher P. Brown

M. Helena Condez

G. Richard Dent

Jared S. Franz

Keir R. Joyce

Martin G. Lee

Alan D. Levenson

Alexander S. Obaza

Douglas D. Spratley

Susan G. Troll

John D. Wells

Edward A. Wiese

Chen Shao

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Assistant Vice President

Summit Municipal Funds

Summit Municipal Income

Summit Municipal Intermediate

Summit Municipal Money Market

Hugh D. McGuirk

Charles B. Hill

Joseph K. Lynagh

Konstantine B. Mallas

Austin Applegate

R. Lee Arnold, Jr.

M. Helena Condez

Patricia S. Deford

G. Richard Dent

Charles E. Emrich

Jared S. Franz

Dylan Jones

Marcy M. Lash

Alan D. Levenson

James M. Murphy

Linda A. Murphy

Alexander S. Obaza

Douglas D. Spratley

Timothy G. Taylor

Edward A. Wiese

Michael K. Sewell

Chen Shao

(For remaining officers, refer to the “All funds” table)

President

Executive Vice President

Vice President

Assistant Vice President

Tax-Efficient Funds

Tax-Efficient Equity

Donald J. Peters

Kennard W. Allen

Preston G. Athey

Ziad Bakri

Andrew S. Davis

Donald J. Easley

Timothy E. Parker

Robert T. Quinn, Jr.

William J. Stromberg

Taymour R. Tamaddon

Mark R. Weigman

(For remaining officers, refer to the “All funds” table)

President

Vice President


Fund	Name	Position Held With Fund
Tax-Exempt Money	Joseph K. Lynagh Austin Applegate Steven G. Brooks M. Helena Condez G. Richard Dent Jared S. Franz Marcy M. Lash Alan D. Levenson Alexander S. Obaza Douglas D. Spratley Edward A. Wiese Chen Shao (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Assistant Vice President
Tax-Free High Yield	James M. Murphy R. Lee Arnold, Jr. Austin Applegate M. Helena Condez Patricia S. Deford G. Richard Dent Charles B. Hill Dylan Jones Marcy M. Lash Konstantine B. Mallas Hugh D. McGuirk Linda A. Murphy Timothy G. Taylor Michael K. Sewell Chen Shao (For remaining officers, refer to the “All funds” table)	President Executive Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Assistant Vice President Assistant Vice President
Tax-Free Income	Konstantine B. Mallas R. Lee Arnold, Jr. M. Helena Condez Patricia S. Deford G. Richard Dent Charles B. Hill Marcy M. Lash Hugh D. McGuirk James M. Murphy Timothy G. Taylor Michael K. Sewell Chen Shao (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Assistant Vice President Assistant Vice President
Tax-Free Short-Intermediate Tax-Free Ultra Short-Term Bond	Charles B. Hill Austin Applegate M. Helena Condez G. Richard Dent Charles E. Emrich Dylan Jones Marcy M. Lash Joseph K. Lynagh Konstantine B. Mallas Hugh D. McGuirk Timothy G. Taylor Edward A. Wiese Michael K. Sewell Chen Shao (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Assistant Vice President Assistant Vice President


Fund	Name	Position Held With Fund
U.S. Bond Enhanced Index	Robert M. Larkins Steven C. Huber Martin G. Lee Peter D. Leiser, Jr. Andrew C. McCormick Brian M. Ropp Daniel O. Shackelford David A. Tiberii Zhen Xia (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
U.S. Large-Cap Core	Jeffrey Rottinghaus Peter J. Bates Shawn T. Driscoll Joseph B. Fath Mark S. Finn John D. Linehan George A. Marzano Timothy E. Parker Robert T. Quinn, Jr. Robert W. Sharps (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President
U.S. Treasury Funds U.S. Treasury Intermediate U.S. Treasury Long-Term U.S. Treasury Money	Brian J. Brennan Joseph K. Lynagh Austin Applegate Steven G. Brooks M. Helena Condez G. Richard Dent Jared S. Franz Geoffrey M. Hardin Alan D. Levenson Andrew C. McCormick Samy B. Muaddi Alexander S. Obaza Vernon A. Reid, Jr. Daniel O. Shackelford Douglas D. Spratley Edward A. Wiese Rebecca L. Setcavage Chen Shao (For remaining officers, refer to the “All funds” table)	President Executive Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Assistant Vice President Assistant Vice President
Value	Mark S. Finn Peter J. Bates Ryan N. Burgess Ira W. Carnahan Andrew S. Davis David R. Giroux John D. Linehan Heather K. McPherson Robert T. Quinn, Jr. Brian C. Rogers Joshua K. Spencer Walter P. Stuart III Eric L. Veiel Tamara P. Wiggs (For remaining officers, refer to the “All funds” table)	President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President

Officers


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Ulle Adamson, 1979 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA	Vice President, Institutional International Funds, International Funds, and Media & Telecommunications Fund
Roy H. Adkins, 1970 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios
Christopher D. Alderson, 1962 Director and President-International Equity, T. Rowe Price International; Company’s Representative, Director and Vice President, Price Hong Kong; Director and Vice President, Price Singapore; Vice President, T. Rowe Price Group, Inc.	President, Institutional International Funds and International Funds; Vice President, Personal Strategy Funds, Retirement Funds, and Spectrum Funds
Syed H. Ali, 1970 Vice President, Price Singapore and T. Rowe Price Group, Inc.; formerly Research Analyst, Credit Suisse Securities (to 2010)	Vice President, International Funds and New Era Fund
Kennard W. Allen, 1977 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	President, Science & Technology Fund; Vice President, Capital Opportunity Fund, Diversified Mid-Cap Growth Fund, Global Technology Fund, Growth Stock Fund, Mid-Cap Growth Fund, and Tax-Efficient Funds
Francisco M. Alonso, 1978 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, New America Growth Fund, New Horizons Fund, Small-Cap Stock Fund, and Small-Cap Value Fund
Paulina Amieva, 1981 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Vice President, Institutional International Funds and International Funds
Jeffrey M. Anapolsky, 1971 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Vice President, American Capital, Ltd. (to 2010)	Vice President, Institutional Income Funds
Anil K. Andhavarapu, 1980 Vice President, T. Rowe Price; formerly Employee, Nomura Holdings America, Inc. (to 2009)	Vice President, GNMA Fund, Multi-Sector Account Portfolios, and Summit Funds
Austin Applegate, 1974 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Senior Municipal Credit Research Analyst, Barclays Capital (to 2011)	Vice President, California Tax-Free Income Trust, Prime Reserve Fund, TRP Reserve Investment Funds, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, Tax-Free High Yield Fund, Tax-Free Short-Intermediate Fund, and U.S. Treasury Funds
R. Lee Arnold, Jr., 1970 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA, CPA	Executive Vice President, Tax-Free High Yield Fund; Vice President, State Tax-Free Income Trust, Summit Municipal Funds, and Tax-Free Income Fund
Malik S. Asif, 1981 Employee, T. Rowe Price; formerly student, The University of Chicago Booth School of Business (to 2012); Investment Consultant - Middle East and North Africa Investment Team, International Finance Corporation – The World Bank Group (to 2010); and Equity Research Associate, Keefe, Bruyette & Woods, Inc. (to 2009)	Vice President, Institutional International Funds and International Funds
Preston G. Athey, 1949 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA, CIC	President, Small-Cap Value Fund; Vice President, New Horizons Fund, Small-Cap Stock Fund, and Tax-Efficient Funds


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
E. Frederick Bair, 1969 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA, CPA	President, Index Trust and International Index Fund; Vice President, Balanced Fund, Personal Strategy Funds, and Real Assets Fund
Ziad Bakri, 1980 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Vice President, Cowen and Company; M.D., CFA	Vice President, Blue Chip Growth Fund, Health Sciences Fund, and Tax-Efficient Funds
Hari Balkrishna, 1983 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly intern, T. Rowe Price (to 2010) and Analyst, Investment Banking Division of Financial Institutions Group, Goldman Sachs, Sydney, Australia (to 2009)	Vice President, International Funds
Sheena L. Barbosa, 1983 Employee, T. Rowe Price	Vice President, International Funds
Stephen L. Bartolini, 1977 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Senior Portfolio Manager, Senior Trader, and Analyst, Fannie Mae (to 2010); CFA	Vice President, GNMA Fund, Multi-Sector Account Portfolios, and Summit Funds
P. Robert Bartolo, 1972 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA, CPA	President, Growth Stock Fund; Vice President, Blue Chip Growth Fund, Global Technology Fund, Media & Telecommunications Fund, Mid-Cap Growth Fund, and New America Growth Fund
Peter J. Bates, 1974 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Executive Vice President, International Funds; Vice President, Blue Chip Growth Fund, Capital Opportunity Fund, Diversified Mid-Cap Growth Fund, Dividend Growth Fund, Institutional International Funds, U.S. Large-Cap Core Fund, and Value Fund
Jason A. Bauer, 1979 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, High Yield Fund
Luis M. Baylac, 1982 Employee, T. Rowe Price	Vice President, International Funds
Oliver D.M. Bell, 1969 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Head of Global Emerging Markets Research, Pictet Asset Management Ltd. (to 2011) and Portfolio Manager of Africa and Middle East portfolios and other emerging markets strategies, Pictet Asset Management Ltd. (to 2009)	Executive Vice President, Institutional International Funds and International Funds
R. Scott Berg, 1972 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Executive Vice President, Institutional International Funds and International Funds
Brian W.H. Berghuis, 1958 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA	President, Mid-Cap Growth Fund; Executive Vice President, Institutional Equity Funds; Vice President, Diversified Mid-Cap Growth Fund, New America Growth Fund, New Horizons Fund, and Science & Technology Fund
Michael F. Blandino, 1971 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Executive Director, Convertible Sales, JPMorgan (to 2009)	Vice President, New Horizons Fund
Steve Boothe, 1977 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Executive Vice President, Corporate Income Fund; Vice President, Institutional Income Funds, Multi-Sector Account Portfolios and New Income Fund


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Peter I. Botoucharov, 1965 Vice President, T. Rowe Price International; formerly Director – EMEA Macroeconomic Research and Strategy (to 2012); and Global Source, Independent Financial Advisor (to 2010)	Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios
Brian J. Brennan, 1964 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company; CFA	President, U.S. Treasury Funds; Executive Vice President, Institutional Income Funds; Vice President, GNMA Fund, Inflation Focused Bond Fund, Inflation Protected Bond Fund, Institutional International Funds, International Funds, Multi-Sector Account Portfolios, New Income Fund, Short-Term Bond Fund, and Summit Funds
Andrew M. Brooks, 1956 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Equity Income Fund, High Yield Fund, and Institutional Income Funds
Steven G. Brooks, 1954 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, California Tax-Free Income Trust, Corporate Income Fund, Inflation Focused Bond Fund, Multi-Sector Account Portfolios, Prime Reserve Fund, TRP Reserve Investment Funds, Short-Term Bond Fund, Tax-Exempt Money Fund, and U.S. Treasury Funds
Christopher P. Brown, 1977 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, GNMA Fund, Institutional Income Funds, Multi-Sector Account Portfolios, New Income Fund, and Summit Funds
Ryan N. Burgess, 1974 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, Blue Chip Growth Fund, Capital Appreciation Fund, International Funds, Mid-Cap Value Fund, New Era Fund, and Value Fund
Brian E. Burns, 1960 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company	Vice President, Floating Rate Fund, Institutional Income Funds, and Multi-Sector Account Portfolios
Christopher W. Carlson, 1967 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Capital Opportunity Fund, Global Technology Fund, Mid-Cap Value Fund, and New Horizons Fund
Ira W. Carnahan, 1963 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, Mid-Cap Value Fund, Small-Cap Stock Fund and Value Fund
Sheldon Chan, 1981 Vice President, T. Rowe Price Group, Inc. and Price Hong Kong; formerly Associate Director, HSBC (Hong Kong) (to 2011)	Vice President, International Funds and Multi-Sector Account Portfolios
Tak Yiu Cheng, 1974 Vice President, Price Hong Kong and T. Rowe Price Group, Inc.; CFA, CPA	Vice President, International Funds
Carolyn Hoi Che Chu, 1974 Vice President, Price Hong Kong and T. Rowe Price Group, Inc.; formerly Director, Bank of America Merrill Lynch and co-head of credit and convertibles research team in Hong Kong (to 2010)	Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios
Jonathan Chou, 1980 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Blue Chip Growth Fund, International Funds, and Mid-Cap Value Fund
Archibald Ciganer Albeniz, 1976 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA	Vice President, Institutional International Funds, International Funds


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Jerome A. Clark, 1961 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Trust Company; CFA	President, Retirement Funds; Vice President, Inflation Focused Bond Fund and Personal Strategy Funds
Richard N. Clattenburg, 1979 Vice President, Price Singapore, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International; CFA	Executive Vice President, Institutional International Funds and International Funds; Vice President, Global Real Estate Fund
Andrew L. Cohen, 1979 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Associate – Power & Energy/Strategic Investments Metlife Investments (to 2010); and Vice President/Investment Officer – Special Opportunities Group, Capital Source Finance LLC (to 2009); CFA	Vice President, High Yield Fund and Institutional Income Funds
M. Helena Condez, 1962 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, California Tax-Free Income Trust, Prime Reserve Fund, TRP Reserve Investment Funds, Short-Term Bond Fund, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, Tax-Free High Yield Fund, Tax-Free Income Fund, Tax-Free Short-Intermediate Fund, and U.S. Treasury Funds
Michael J. Conelius, 1964 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company; CFA	Executive Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios; Vice President, Institutional Income Funds and Strategic Income Fund
Michael F. Connelly, 1977 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, Floating Rate Fund, High Yield Fund, Institutional Income Funds, and Multi-Sector Account Portfolios
Jose Costa Buck, 1972 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Executive Vice President, International Funds; Vice President, Institutional International Funds
Andrew S. Davis, 1978 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Intern, Franklin Templeton Investments (to 2009)	Vice President, International Funds, Small-Cap Stock Fund, Tax-Efficient Funds, and Value Fund
Kimberly E. DeDominicis, 1976 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International	Vice President, Balanced Fund, Personal Strategy Funds, Retirement Funds, and Spectrum Funds
Patricia S. Deford, 1957 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, State Tax-Free Income Trust, Summit Municipal Funds, Tax-Free High Yield Fund, and Tax-Free Income Fund
Richard de los Reyes, 1975 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Institutional International Funds, International Funds, New Era Fund, and Real Assets Fund
Michael Della Vedova, 1969 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Co-founder and Partner, Four Quarter Capital (to 2009)	Vice President, High Yield Fund, Institutional International Funds, and International Funds
G. Richard Dent, 1960 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, California Tax-Free Income Trust, Prime Reserve Fund, TRP Reserve Investment Funds, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, Tax-Free High Yield Fund, Tax-Free Income Fund, Tax-Free Short-Intermediate Fund, and U.S. Treasury Funds


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Carson R. Dickson, 1976 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA, CPA	Vice President, High Yield Fund
Jessie Q. Ding, 1981 Vice President, T. Rowe Price Group, Inc. and Price Hong Kong	Vice President, International Funds
Anna M. Dopkin, 1967 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company; CFA	President, Capital Opportunity Fund; Executive Vice President, Institutional Equity Funds; Vice President, Balanced Fund, Diversified Small-Cap Growth Fund, and Real Estate Fund
Shawn T. Driscoll, 1975 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	President, New Era Fund; Vice President, Blue Chip Growth Fund, Growth & Income Fund, Institutional International Funds, International Funds, Mid-Cap Growth Fund, Real Assets Fund, and U.S. Large-Cap Core Fund
Donald J. Easley, 1971 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Executive Vice President, Diversified Mid-Cap Growth Fund; Vice President, Diversified Small-Cap Growth Fund, Mid-Cap Growth Fund, and Tax-Efficient Funds
Bridget A. Ebner, 1970 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Inflation Focused Bond Fund, Institutional International Funds, International Funds, Multi-Sector Account Portfolios, and Short-Term Bond Fund
Mark J.T. Edwards, 1957 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Executive Vice President, Institutional International Funds and International Funds
David J. Eiswert, 1972 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International; CFA	Executive Vice President, Institutional International Funds and International Funds; Vice President, Global Technology Fund, Media & Telecommunications Fund, and Science & Technology Fund
Henry M. Ellenbogen, 1973 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company	President, New Horizons Fund; Vice President, Global Technology Fund, International Funds, Media & Telecommunications Fund, Mid-Cap Growth Fund, and Mid-Cap Value Fund
Charles E. Emrich, 1961 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, California Tax-Free Income Trust, State Tax-Free Income Trust, Summit Municipal Funds, and Tax-Free Short-Intermediate Fund
Hugh M. Evans III, 1966 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, Small-Cap Stock Fund and Small-Cap Value Fund
Luis Fananas, 1971 Vice President, T. Rowe Price International; formerly Equities Research – Director, Deutsche Bank (to 2012)	Vice President, International Funds
Joseph B. Fath, 1971 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CPA	Vice President, Growth Stock Fund, Media & Telecommunications Fund, Real Estate Fund, and U.S. Large-Cap Core Fund
Roger L. Fiery III, 1959 Vice President, Price Hong Kong, Price Singapore, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company; CPA	Vice President, all funds
Stephen M. Finamore, 1976 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CPA	Vice President, Financial Services Fund, Floating Rate Fund, High Yield Fund, Institutional Income Funds, and Multi-Sector Account Portfolios


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Mark S. Finn, 1963 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA, CPA	President, Value Fund; Executive Vice President, Institutional Equity Funds; Vice President, Balanced Fund, Capital Appreciation Fund, Equity Income Fund, Institutional International Funds, International Funds, Mid-Cap Value Fund, New Era Fund, Personal Strategy Funds, and U.S. Large-Cap Core Fund
Christopher T. Fortune, 1973 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Financial Services Fund, Small-Cap Stock Fund, and Small-Cap Value Fund
Jared S. Franz, 1977 Vice President, T. Rowe Price	Vice President, California Tax-Free Income Trust, Inflation Focused Bond Fund, Prime Reserve Fund, Real Assets Fund, TRP Reserve Investment Funds, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, and U.S. Treasury Funds
Jon M. Friar, 1982 Employee, T. Rowe Price; formerly Summer Intern, T. Rowe Price (to 2011)	Vice President, Equity Income Fund and Financial Services Fund
James H. Friedland, 1970 Employee, T. Rowe Price; formerly Senior Internet Analyst and Managing Director, Cowen and Company (to 2012)	Vice President, Media & Telecommunications Fund
Melissa C. Gallagher, 1974 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Vice President, Health Sciences Fund and International Funds
Justin T. Gerbereux, 1975 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA	Vice President, Floating Rate Fund, High Yield Fund, Institutional Income Funds, Multi-Sector Account Portfolios, and Strategic Income Fund
John R. Gilner, 1961 Chief Compliance Officer and Vice President, T. Rowe Price; Vice President, T. Rowe Price Group, Inc. and T. Rowe Price Investment Services, Inc.	Chief Compliance Officer, all funds
David R. Giroux, 1975 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA	President, Capital Appreciation Fund; Vice President, Equity Income Fund, Floating Rate Fund, Institutional Income Funds, and Value Fund
Gregory S. Golczewski, 1966 Vice President, T. Rowe Price and T. Rowe Price Trust Company	Vice President, all funds
Vishnu Vardhan Gopal, 1979 Vice President, T. Rowe Price Group, Inc. and Price Hong Kong	Vice President, International Funds
Paul D. Greene II, 1978 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	President, Media & Telecommunications Fund; Vice President, Blue Chip Growth Fund, Capital Appreciation Fund, Equity Income Fund, Global Technology Fund, Growth Stock Fund, Institutional International Funds, International Funds, and Science & Technology Fund
Benjamin Griffiths, 1977 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA	Vice President, International Funds
Michael J. Grogan, 1971 Vice President, T. Rowe Price and T. Rowe Price Group Inc.; CFA	Vice President, Corporate Income Fund, Inflation Focused Bond Fund, Multi-Sector Account Portfolios, New Income Fund, and Short-Term Bond Fund


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
M. Campbell Gunn, 1956 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Executive Vice President, International Funds; Vice President, Institutional International Funds
Geoffrey M. Hardin, 1971 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Inflation Focused Bond Fund, Inflation Protected Bond Fund, New Income Fund, Short-Term Bond Fund, and U.S. Treasury Funds
Robert L. Harlow, 1986 Vice President, T. Rowe Price; CAIA, CFA	Vice President, Global Allocation Fund
Barry Henderson, 1966 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Growth Stock Fund
Charles B. Hill, 1961 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	President, Tax-Free Short-Intermediate Fund; Executive Vice President, State Tax-Free Income Trust and Summit Municipal Funds; Vice President, Inflation Focused Bond Fund, Short-Term Bond Fund, Tax-Free High Yield Fund, and Tax-Free Income Fund
Gregory K. Hinkle, 1958 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CPA	Treasurer, all funds
Ann M. Holcomb, 1972 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA	Vice President, Capital Opportunity Fund and Institutional Equity Funds
Steven C. Huber, 1958 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA, FSA	President, Strategic Income Fund; Vice President, Floating Rate Fund, Global Allocation Fund, Institutional Income Funds, Multi-Sector Account Portfolios, New Income Fund, and U.S. Bond Enhanced Index Fund
Thomas J. Huber, 1966 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA	President, Dividend Growth Fund and Growth & Income Fund; Vice President, Blue Chip Growth Fund, Equity Income Fund, and Real Estate Fund
Stefan Hubrich, 1974 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Ph.D., CFA	Vice President, Global Allocation Fund, Institutional International Funds, International Funds, and Real Assets Fund
Rhett K. Hunter, 1977 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Global Technology Fund, New Horizons Fund, and Science & Technology Fund
Leigh Innes, 1976 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA	Executive Vice President, International Funds; Vice President, Institutional International Funds
Tetsuji Inoue, 1971 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Equity Sales, JP Morgan Chase Securities Ltd. (to 2012); Equity Specialist Technology, ICAP PLC (to 2010); and Managing Director – Financial Sector Fund Manager, North Sound Capital LLC (to 2009)	Vice President, Global Real Estate Fund and International Funds
Andrew P. Jamison, 1981 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly student, Darden Graduate School of Business Administration, University of Virginia (to 2009)	Vice President, High Yield Fund
Randal S. Jenneke, 1971 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Senior Portfolio Manager Australian Equities (to 2010)	Vice President, Institutional International Funds and International Funds


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Jin W. Jeong, 1976 Vice President, T. Rowe Price International; formerly Research Analyst, Wellington Management (to 2009)	Vice President, International Funds
Prashant G. Jeyaganesh, 1983 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Diversified Small-Cap Growth Fund, and International Funds
Dylan Jones, 1971 Vice President, T. Rowe Price; CFA	Vice President, State Tax-Free Income Trust, Summit Municipal Funds, Tax-Free High Yield Fund, and Tax-Free Short-Intermediate Fund
Nina P. Jones, 1980 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CPA	Vice President, Capital Appreciation Fund, Financial Services Fund, Global Real Estate Fund, Mid-Cap Value Fund, Real Estate Fund, and Small-Cap Value Fund
Keir R. Joyce, 1972 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, GNMA Fund, Inflation Focused Bond Fund, Multi-Sector Account Portfolios, Short-Term Bond Fund, and Summit Funds
Vidya Kadiyam, 1980 Vice President, T. Rowe Price	Vice President, Capital Appreciation Fund
Yoichiro Kai, 1973 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Japanese Financial/Real Estate Sector Analyst/Portfolio Manager, Citadel Investment Group, Asia Limited (to 2009)	Vice President, Financial Services Fund, Institutional International Funds, and International Funds
Jai Kapadia, 1982 Employee, T. Rowe Price; formerly student, MIT Sloan School of Management (to 2011); Associate Analyst, Sirios Capital Management (to 2009)	Vice President, International Funds
Paul A. Karpers, 1967 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Executive Vice President, Institutional Income Funds; Vice President, Balanced Fund, Corporate Income Fund, Floating Rate Fund, High Yield Fund, and Multi-Sector Account Portfolios
Andrew J. Keirle, 1974 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Executive Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios; Vice President, Institutional Income Funds and Strategic Income Fund
Ian D. Kelson, 1956 Director and President-International Fixed Income, T. Rowe Price International; Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Executive Vice President, Institutional International Funds and International Funds; Vice President, Institutional Income Funds, Multi-Sector Account Portfolios, Personal Strategy Funds, Retirement Funds, Spectrum Funds, and Strategic Income Fund
Shinwoo Kim, 1977 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, New Era Fund
Jeremy D. Kokemor, 1982 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Summer Intern at T. Rowe Price (to 2009); CFA	Vice President, New Era Fund
Steven D. Krichbaum, 1977 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Capital Appreciation Fund, New Era Fund, Small-Cap Stock Fund, and Small-Cap Value Fund
Christopher J. Kushlis, 1976 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA	Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios
Michael Lambe, 1977 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA	Vice President, Corporate Income Fund and Multi-Sector Account Portfolios


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Benjamin D. Landy, 1980 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly student, University of Chicago, Booth School of Business (to 2009)	Vice President, New America Growth Fund and New Era Fund
Robert M. Larkins, 1973 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA	President, U.S. Bond Enhanced Index Fund; Vice President, Balanced Fund and Global Allocation Fund
Marcy M. Lash, 1963 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, State Tax-Free Income Trust, Summit Municipal Funds, Tax-Exempt Money Fund, Tax-Free High Yield Fund, Tax-Free Income Fund, and Tax-Free Short-Intermediate Fund
Michael M. Lasota, 1982 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Blue Chip Growth Fund, Global Real Estate Fund, and Real Estate Fund
Aden Lau, 1982 Employee, T. Rowe Price; formerly student, The Wharton School, University of Pennsylvania (to 2012); Private Equity Associate – Financial Services, Stone Point Capital (to 2010); and Investment Banking Analyst – Financial Institutions Group, Credit Suisse (to 2009)	Vice President, International Funds
Mark J. Lawrence, 1970 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Vice President, Institutional International Funds and International Funds
David M. Lee, 1962 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	President, Global Real Estate Fund and Real Estate Fund; Vice President, Dividend Growth Fund, Growth & Income Fund, Institutional International Funds, International Funds, and Real Assets Fund
Martin G. Lee, 1963 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, GNMA Fund, Multi-Sector Account Portfolios, Strategic Income Fund, Summit Funds, and U.S. Bond Enhanced Index Fund
Wyatt A. Lee, 1971 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA	President, Real Assets Fund; Executive Vice President, Retirement Funds; Vice President, Balanced Fund, Inflation Focused Bond Fund, and Personal Strategy Funds
Peter D. Leiser, Jr., 1966 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, U.S. Bond Enhanced Index Fund
Alan D. Levenson, 1958 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Ph.D.	Vice President, California Tax-Free Income Trust, Corporate Income Fund, GNMA Fund, Inflation Protected Bond Fund, Multi-Sector Account Portfolios, New Income Fund, Prime Reserve Fund, TRP Reserve Investment Funds, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, and U.S. Treasury Funds
John D. Linehan, 1965 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA	Executive Vice President, Institutional Equity Funds; Vice President, Capital Appreciation Fund, Equity Income Fund, U.S. Large-Cap Core Fund, and Value Fund
Patricia B. Lippert, 1953 Assistant Vice President, T. Rowe Price and T. Rowe Price Investment Services, Inc.	Secretary, all funds
R. Scott Livingston, 1979 Assistant Vice President, T. Rowe Price	Vice President, International Index Fund and Index Trust Funds


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Christopher C. Loop, 1966 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International; CFA	Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios
Anh Lu, 1968 Vice President, Price Hong Kong and T. Rowe Price Group, Inc.	Executive Vice President, International Funds; Vice President, Institutional International Funds
Joseph K. Lynagh, 1958 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA	President, Prime Reserve Fund, TRP Reserve Investment Funds, and Tax-Exempt Money Fund; Executive Vice President, California Tax-Free Income Trust, Short-Term Bond Fund, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, and U.S. Treasury Funds; Vice President, Tax-Free Short-Intermediate Fund
Konstantine B. Mallas, 1963 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	President, Tax-Free Income Fund; Executive Vice President, California Tax-Free Income Trust, State Tax-Free Income Trust, and Summit Municipal Funds; Vice President, Tax-Free High Yield Fund and Tax-Free Short-Intermediate Fund
Sebastien Mallet, 1974 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Executive Vice President, Institutional International Funds; Vice President, International Funds
Robert J. Marcotte, 1962 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Global Real Estate Fund, Mid-Cap Growth Fund, and Small-Cap Stock Fund
Jennifer Martin, 1972 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Capital Opportunity Fund
Daniel Martino, 1974 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	President, New America Growth Fund; Vice President, Dividend Growth Fund, Global Technology Fund, Growth & Income Fund, Growth Stock Fund, Institutional International Funds, International Funds, Media & Telecommunications, Mid-Cap Growth Fund, and Science & Technology Fund
Ryan Martyn, 1979 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Investment Analyst, VGI Partners (to 2009)	Vice President, International Funds and New Era Fund
George A. Marzano, 1980 Vice President, T. Rowe Price	Vice President, Blue Chip Growth Fund and U.S. Large-Cap Core Fund
Paul M. Massaro, 1975 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA	Executive Vice President, Floating Rate Fund, Institutional Income Funds, and Multi-Sector Account Portfolios; Vice President, Capital Appreciation Fund, High Yield Fund, and Strategic Income Fund
Jonathan H.W. Matthews, 1975 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA	Executive Vice President, International Funds; Vice President, Institutional International Funds
Susanta Mazumdar, 1968 Vice President, Price Singapore and T. Rowe Price Group, Inc.	Executive Vice President, International Funds; Vice President, Institutional International Funds, New Era Fund, and Real Assets Fund


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Andrew C. McCormick, 1960 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company	President, GNMA Fund and Summit Funds; Executive Vice President, Multi-Sector Account Portfolios; Vice President, Inflation Focused Bond Fund, Inflation Protected Bond Fund, Institutional Income Funds, New Income Fund, Short-Term Bond Fund, Strategic Income Fund, U.S. Bond Enhanced Index Fund, and U.S. Treasury Funds
Gregory A. McCrickard, 1958 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA	President, Small-Cap Stock Fund; Executive Vice President, Institutional Equity Funds; Vice President, Mid-Cap Value Fund and Small-Cap Value Fund
Ian C. McDonald, 1971 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Financial Services Fund, Mid-Cap Value Fund, and New America Growth Fund
Michael J. McGonigle, 1966 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Financial Services Fund, Floating Rate Fund, High Yield Fund, Institutional Income Funds, Multi-Sector Account Portfolios, and Strategic Income Fund
Hugh D. McGuirk, 1960 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	President, California Tax-Free Income Trust, State Tax-Free Income Trust, and Summit Municipal Funds; Vice President, Tax-Free High Yield Fund, Tax-Free Income Fund, and Tax-Free Short-Intermediate Fund
Heather K. McPherson, 1967 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CPA	Executive Vice President, Mid-Cap Value Fund; Vice President, Capital Appreciation Fund, Global Technology Fund, New Era Fund, and Value Fund
Cheryl A. Mickel, 1967 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA	Vice President, Inflation Focused Bond Fund and Short-Term Bond Fund
Raymond A. Mills, 1960 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company; Ph.D., CFA	Executive Vice President, Institutional International Funds and International Funds; Vice President, Balanced Fund, Global Real Estate Fund, and Personal Strategy Funds
Jihong Min, 1979 Employee, T. Rowe Price; formerly Financial Analyst, Geosphere Capital Management, Singapore (to 2012); and Financial Analyst, Fortress Investment Group, Hong Kong (to 2009)	Vice President, International Funds
Shalin Mody, 1980 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly student, University of Chicago, Booth School of Business (to 2009)	Vice President, Science & Technology Fund
Eric C. Moffet, 1974 Vice President, Price Hong Kong and T. Rowe Price Group, Inc.	Vice President, Global Real Estate Fund and International Funds
Samy B. Muaddi, 1984 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, Corporate Income Fund, International Funds, Multi-Sector Account Portfolios, and U.S. Treasury Funds
Tobias F. Mueller, 1980 Employee T. Rowe Price; formerly Intern, T. Rowe Price (to 2011); Investment Analyst, Noric Mexxanine UK Limited and Consultant, Victoria Capital Advisors LLC (to 2009)	Vice President, Global Technology Fund and Science & Technology Fund
James M. Murphy, 1967 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	President, Tax-Free High Yield Fund; Vice President, State Tax-Free Income Trust, Summit Municipal Funds, and Tax-Free Income Fund


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Linda A. Murphy, 1959 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, California Tax-Free Income Trust, State Tax-Free Income Trust, Summit Municipal Funds, and Tax-Free High Yield Fund
Sudhir Nanda, 1959 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Ph.D., CFA	President, Diversified Small-Cap Growth Fund; Vice President, Capital Appreciation Fund, Diversified Mid-Cap Growth Fund, and Institutional International Funds
Joshua Nelson, 1977 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Executive Vice President, Institutional International Funds and International Funds
Philip A. Nestico, 1976 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Global Real Estate Fund, International Funds, Media & Telecommunications Fund, and Real Estate Fund
Christina Ni, 1977 Vice President, T. Rowe Price; CFA, FRM	Vice President, Multi-Sector Account Portfolios
Sridhar Nishtala, 1975 Vice President, Price Singapore and T. Rowe Price Group, Inc.	Vice President, International Funds
Jason Nogueira, 1974 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Executive Vice President, Institutional International Funds and International Funds; Vice President, Health Sciences Fund and New America Growth Fund
Alexander S. Obaza, 1981 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company	Vice President, California Tax-Free income Trust, Corporate Income Fund, Multi-Sector Account Portfolios, Prime Reserve Fund, TRP Reserve Investment Funds, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, and U.S. Treasury Funds
David Oestreicher, 1967 Director, Vice President, and Secretary, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; Chief Legal Officer, Vice President, and Secretary, T. Rowe Price Group; Vice President and Secretary, T. Rowe Price and T. Rowe Price International; Vice President, Price Hong Kong and Price Singapore; Secretary, T. Rowe Price Savings Bank	Vice President, all funds
Michael D. Oh, 1974 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios
Kenneth A. Orchard, 1975 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Vice President, Moody’s Investors Service (to 2010)	Vice President, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios
Curt J. Organt, 1968 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, Diversified Small-Cap Growth Fund, International Funds, Media & Telecommunications Fund, New America Growth Fund, Small-Cap Stock Fund, and Small-Cap Value Fund
Paul T. O’Sullivan, 1973 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Vice President, International Funds
Hiroaki Owaki, 1962 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA	Vice President, Global Technology Fund, International Funds, and Science & Technology Fund


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Robert A. Panariello, 1983 Vice President, T. Rowe Price	Vice President, Global Allocation Fund
Gonzalo Pangaro, 1968 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA	Executive Vice President, Institutional International Funds and International Funds
Miso Park, 1982 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Credit Analyst, M&G Investments (to 2010); CFA	Vice President, Corporate Income Fund and Multi-Sector Account Portfolios
Timothy E. Parker, 1974 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, Blue Chip Growth Fund, Capital Opportunity Fund, Diversified Mid-Cap Growth Fund, Dividend Growth Fund, Institutional International Funds, International Funds, New Era Fund, New Horizons Fund, Real Assets Fund, Tax-Efficient Funds, and U.S. Large-Cap Core Fund
Viral S. Patel, 1969 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Vice President, Berstein Value Equities (to 2011)	Vice President, Global Real Estate Fund
Craig J. Pennington, 1971 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly, Global Energy Analyst, Insight Investment (to 2010); CFA	Vice President, Institutional International Funds, International Funds, and New Era Fund
Charles G. Pepin, 1966 Director, T. Rowe Price Trust Company; Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Capital Opportunity Fund and Health Sciences Fund
Donald J. Peters, 1959 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	President, Diversified Mid-Cap Growth Fund and Tax-Efficient Funds
Jason B. Polun, 1974 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, Capital Opportunity Fund and Financial Services Fund
Adam Poussard, 1984 Employee, T. Rowe Price; Assistant Vice President – Equity Research, Healthcare Distribution & Technology, Barclays Capital (to 2010)	Vice President, Science & Technology Fund
Austin M. Powell, 1969 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Vice President, International Funds
Larry J. Puglia, 1960 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA, CPA	President, Blue Chip Growth Fund; Executive Vice President, Institutional Equity Funds; Vice President, Balanced Fund, Growth Stock Fund, and Personal Strategy Funds
Robert T. Quinn, Jr., 1972 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Capital Appreciation Fund, Capital Opportunity Fund, Dividend Growth Fund, Equity Income Fund, Growth & Income Fund, Tax-Efficient Funds, U.S. Large-Cap Core Fund, and Value Fund
Vernon A. Reid, Jr., 1954 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Corporate Income Fund, Inflation Focused Bond Fund, Multi-Sector Account Portfolios, New Income Fund, Short-Term Bond Fund, and U.S. Treasury Funds
Michael F. Reinartz, 1973 Vice President, T. Rowe Price	Vice President, Inflation Focused Bond Fund and Short-Term Bond Fund


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Frederick A. Rizzo, 1969 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Vice President, Financial Services Fund, Institutional International Funds, and International Funds
Theodore E. Robson, 1965 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA	Vice President, Corporate Income Fund, Multi-Sector Account Portfolios, and Real Estate Fund
Brian M. Ropp, 1969 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CPA	Vice President, Corporate Income Fund, Multi-Sector Account Portfolios, and U.S. Bond Enhanced Index Fund
Christopher J. Rothery, 1963 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Executive Vice President, Institutional International Funds and International Funds; Vice President, Multi-Sector Account Portfolios
Jeffrey Rottinghaus, 1970 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CPA	President, U.S. Large-Cap Core Fund; Vice President, Dividend Growth Fund and Growth & Income Fund
David L. Rowlett, 1975 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, Growth & Income Fund, International Funds, and Mid-Cap Growth Fund
Brian A. Rubin, 1974 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CPA	Vice President, Floating Rate Fund, High Yield Fund, Institutional Income Funds, and Multi-Sector Account Portfolios
Federico Santilli, 1974 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA	Executive Vice President, Institutional International Funds and International Funds
Sebastian Schrott, 1977 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Vice President, Institutional International Funds and International Funds
Deborah D. Seidel, 1962 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Services, Inc.	Vice President, all funds
Rebecca L. Setcavage, 1982 Assistant Vice President, T. Rowe Price	Assistant Vice President, Inflation Protected Bond Fund and U.S. Treasury Funds
Amit Seth, 1979 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly student, Harvard Business School (to 2009)	Vice President, Blue Chip Growth Fund and Diversified Mid-Cap Growth Fund
Michael K. Sewell, 1982 Assistant Vice President, T. Rowe Price	Assistant Vice President, California Tax-Free Income Trust, State Tax-Free Income Trust, Summit Municipal Funds, Tax-Free High Yield Fund, Tax-Free Income Fund, and Tax-Free Short Intermediate Fund
Daniel O. Shackelford, 1958 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA	President, Inflation Focused Bond Fund, Inflation Protected Bond Fund, and New Income Fund; Vice President, Institutional Income Funds, Multi-Sector Account Portfolios, Real Assets Fund, Retirement Funds, Short-Term Bond Fund, Spectrum Funds, U.S. Bond Enhanced Index Fund, and U.S. Treasury Funds
Amitabh Shah, 1980 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Vice President, International Funds
Jeneiv Shah, 1980 Employee, T. Rowe Price; formerly Analyst, Mirae Asset Global Investments (to 2010); CFA	Vice President, International Funds


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Chen Shao, 1980 Assistant Vice President, T. Rowe Price	Assistant Vice President, California Tax-Free Income Trust, Prime Reserve Fund, TRP Reserve Investment Funds, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, Tax-Free High Yield Fund, Tax-Free Income Fund, Tax-Free Short-Intermediate Fund, and U.S. Treasury Funds
Robert W. Sharps, 1971 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA, CPA	Executive Vice President, Institutional Equity Funds; Vice President, Blue Chip Growth Fund, Growth Stock Fund, Institutional International Funds, International Funds, New America Growth Fund, and U.S. Large-Cap Core Fund
John C.A. Sherman, 1969 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Vice President, Health Sciences Fund, Institutional International Funds, and International Funds
Clark R. Shields, 1976 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Mid-Cap Growth Fund, New America Growth Fund, and New Horizons Fund
Charles M. Shriver, 1967 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA	President, Balanced Fund, Global Allocation Fund, Personal Strategy Funds, and Spectrum Funds; Vice President, Real Assets Fund and Retirement Funds
Farris G. Shuggi, 1984 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Capital Appreciation Fund
Corey D. Shull, 1983 Employee, T. Rowe Price; CFA	Vice President, Media & Telecommunications Fund
Neil Smith, 1972 Vice President, Price Hong Kong, Price Singapore, T. Rowe Price Group, Inc., and T. Rowe Price International	Executive Vice President, International Index Fund; Vice President, Index Trust
Robert W. Smith, 1961 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company	Executive Vice President, Institutional International Funds and International Funds; Vice President, Growth Stock Fund, Media & Telecommunications Fund, Personal Strategy Funds, Retirement Funds, and Spectrum Funds
Matthew J. Snowling, 1971 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Managing Director – Specialty Finance, Citadel Securities (to 2011); Managing Director of Investment Services and Senior Vice President, Senior Analyst, Education Services Research Group (to 2011); CFA	Vice President, Financial Services Fund
Michael F. Sola, 1969 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, Global Technology Fund, New Horizons Fund, Science & Technology Fund, and Small-Cap Stock Fund
Gabriel Solomon, 1977 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Capital Appreciation Fund, Capital Opportunity Fund, Dividend Growth Fund, Financial Services Fund, and Growth & Income Fund
Eunbin Song, 1980 Vice President, T. Rowe Price Group, Inc. and Price Singapore; CFA	Vice President, International Funds
Joshua K. Spencer, 1973 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	President, Global Technology Fund; Vice President, Capital Opportunity Fund, Growth & Income Fund, Institutional International Funds, Science & Technology Fund, and Value Fund


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Douglas D. Spratley, 1969 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, California Tax-Free Income Trust, Prime Reserve Fund, TRP Reserve Investment Funds, Short-Germ Bond Fund, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, and U.S. Treasury Funds
David A. Stanley, 1963 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Vice President, Institutional International Funds, International Funds, Multi-Sector Account Portfolios, and Strategic Income Fund
Jonty Starbuck, 1975 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; Ph.D.	Vice President, Institutional International Funds and International Funds
Kimberly A. Stokes, 1969 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Corporate Income Fund and Multi-Sector Account Portfolios
William J. Stromberg, 1960 Director and Vice President, T. Rowe Price; Vice President, Price Hong Kong, Price Singapore, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company; CFA	Vice President, Capital Appreciation Fund, Dividend Growth Fund, and Tax-Efficient Funds
Walter P. Stuart III, 1960 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, Floating Rate Fund, High Yield Fund, Institutional Income Funds, Multi-Sector Account Portfolios, and Value Fund
Guido F. Stubenrauch, 1970 Vice President, T. Rowe Price	Vice President, Balanced Fund, Personal Strategy Funds, Retirement Funds, and Spectrum Funds
Taymour R. Tamaddon, 1976 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	President, Health Sciences Fund; Vice President, Blue Chip Growth Fund, Capital Appreciation Fund, Capital Opportunity Fund, Growth Stock Fund, Institutional International Funds, International Funds, Mid-Cap Growth Fund, New America Growth Fund, New Horizons Fund, and Tax-Efficient Funds
Ju Yen Tan, 1972 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Vice President, Institutional Income Funds, Institutional International Funds, International Funds, Multi-Sector Account Portfolios, and Strategic Income Fund
Sin Dee Tan, 1979 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA	Vice President, International Funds
Timothy G. Taylor, 1975 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, California Tax-Free Income Trust, State Tax-Free Income Trust, Summit Municipal Funds, Tax-Free High Yield Fund, Tax-Free Income Fund, and Tax-Free Short-Intermediate Fund
Dean Tenerelli, 1964 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Executive Vice President, International Funds; Vice President, Institutional International Funds
Thomas E. Tewksbury, 1961 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company	Vice President, Floating Rate Fund, High Yield Fund, Institutional Income Funds, and Multi-Sector Account Portfolios
Craig A. Thiese, 1975 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Index Trust, International Index Fund, New America Growth Fund, and New Era Fund


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Robert D. Thomas, 1971 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; formerly Senior Vice President, Moody’s Investors Service, London (to 2011)	Vice President, Corporate Income Fund
Siby Thomas, 1979 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly student, The University of Chicago Graduate School of Business (to 2009)	Vice President, International Funds and Multi-Sector Account Portfolios
Justin Thomson, 1968 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Executive Vice President, International Funds; Vice President, New Horizons Fund
David A. Tiberii, 1965 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company; CFA	President, Corporate Income Fund; Executive Vice President, Multi-Sector Account Portfolios; Vice President, Institutional Income Funds, New Income Fund, Strategic Income Fund, and U.S. Bond Enhanced Index Fund
Mitchell J.K. Todd, 1974 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Vice President, Financial Services Fund and International Funds
Susan G. Troll, 1966 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CPA	Vice President, Capital Appreciation Fund and Summit Funds
Ken D. Uematsu, 1969 Vice President, T. Rowe Price and T. Rowe Price Trust Company; CFA	Executive Vice President, Index Trust; Vice President, International Index Fund
Mark J. Vaselkiv, 1958 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company	President, Floating Rate Fund, High Yield Fund, and Institutional Income Funds; Executive Vice President, Multi-Sector Account Portfolios; Vice President, Personal Strategy Funds, Retirement Funds, Spectrum Funds, and Strategic Income Fund
Eric L. Veiel, 1972 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	President, Financial Services Fund; Vice President, Capital Appreciation Fund, Capital Opportunity Fund, Dividend Growth Fund, Equity Income Fund, Growth & Income Fund, Growth Stock Fund, Institutional International Funds, International Funds, New America Growth Fund, and Value Fund
Verena E. Wachnitz, 1978 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA	Vice President, International Funds
Lauren T. Wagandt, 1984 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Product Specialist, BlueCrest Capital Management (to 2009)	Vice President, Corporate Income Fund and Multi-Sector Account Portfolios
J. David Wagner, 1974 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, Diversified Small-Cap Growth Fund, Institutional Equity Funds, Mid-Cap Value Fund, New Horizons Fund, Small-Cap Stock Fund, and Small-Cap Value Fund
John F. Wakeman, 1962 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Executive Vice President, Mid-Cap Growth Fund; Vice President, Diversified Mid-Cap Growth Fund and Institutional Equity Funds


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
David J. Wallack, 1960 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company	President, Mid-Cap Value Fund; Vice President, International Funds and New Era Fund
Julie L. Waples, 1970 Vice President, T. Rowe Price	Vice President, all funds
Hiroshi Watanabe, 1975 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA	Vice President, International Funds
Thomas H. Watson, 1977 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Global Technology Fund, New Horizons Fund, and Science & Technology Fund
Mark R. Weigman, 1962 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; CFA, CIC	Vice President, Tax-Efficient Funds
John D. Wells, 1960 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Savings Bank	Vice President, GNMA Fund, Inflation Focused Bond Fund, Multi-Sector Account Portfolios, Short-Term Bond Fund, and Summit Funds
Justin P. White, 1981 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Global Technology Fund, Growth Stock Fund, Media & Telecommunications Fund, and Science & Technology Fund
Christopher S. Whitehouse, 1972 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Vice President, Institutional International Funds, International Funds, and Media & Telecommunications Fund
Richard T. Whitney, 1958 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company; CFA	Vice President, Balanced Fund, Global Allocation Fund, Personal Strategy Funds, Real Assets Fund, Retirement Funds, and Spectrum Funds
Edward A. Wiese, 1959 Director and Vice President, T. Rowe Price Trust Company; Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Chief Investment Officer, Director, and Vice President, T. Rowe Price Savings Bank; CFA	President, Short-Term Bond Fund; Vice President, California Tax-Free Income Trust, Corporate Income Fund, Inflation Focused Bond Fund, Institutional Income Funds, Multi-Sector Account Portfolios, New Income Fund, Prime Reserve Fund, TRP Reserve Investment Funds, State Tax-Free Income Trust, Summit Funds, Summit Municipal Funds, Tax-Exempt Money Fund, Tax-Free Short-Intermediate Fund, and U.S. Treasury Funds
Tamara P. Wiggs, 1979 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.	Vice President, Capital Appreciation Fund, Financial Services Fund, and Value Fund
Clive M. Williams, 1966 Vice President, Price Hong Kong, Price Singapore, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International	Vice President, International Funds
John M. Williams, 1982 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; formerly Summer Analyst, The Capital Group Companies, Inc. (to 2009)	Vice President, Mid-Cap Value Fund and New Era Fund
Thea N. Williams, 1961 Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company	Vice President, Corporate Income Fund, Floating Rate Fund, High Yield Fund, Institutional Income Funds, and Multi-Sector Account Portfolios
J. Zachary Wood, 1972 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; CFA	Vice President, Index Trust and International Index Fund


Name, Year of Birth, and Principal Occupation(s) During Past 5 Years	Position(s) Held With Fund(s)
Jon Davis Wood, 1979 Employee, T. Rowe Price; formerly Senior Vice President and Senior Research Analyst, Jeffries & Company, Inc. (to 2013); Senior Equity Analyst, Bank of America Merrill Lynch (to 2009); CFA	Vice President, Health Sciences Fund
J. Howard Woodward, 1974 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International; CFA	Vice President, Corporate Income Fund, Institutional International Funds, International Funds, and Multi-Sector Account Portfolios
Rouven J. Wool-Lewis, 1973 Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Ph.D.; formerly Vice President of Corporate Strategy, UnitedHealth Group (to 2011); Associate Analyst, Oppenheimer & Company (to 2009)	Vice President, Diversified Mid-Cap Growth Fund and Health Sciences Fund
Zhen Xia, 1987 Assistant Vice President, T. Rowe Price	Vice President, U.S. Bond Enhanced Index Fund; Assistant Vice President, Corporate Income Fund
John Xie, 1980 Employee, T. Rowe Price; formerly Senior Associate, The Boston Consulting Group (to 2010); CFA	Vice President, International Funds
Marta Yago, 1977 Vice President, T. Rowe Price Group, Inc. and T. Rowe Price International	Vice President, Global Real Estate Fund and International Funds
Ernest C. Yeung, 1979 Vice President, Price Hong Kong and T. Rowe Price Group, Inc.; CFA	Vice President, Institutional International Funds, International Funds, and Media & Telecommunications Fund
Alison Mei Ling Yip, 1966 Vice President, Price Hong Kong and T. Rowe Price Group, Inc.	Vice President, Global Technology Fund, International Funds, and Science & Technology Fund
Christopher Yip, 1975 Vice President, Price Hong Kong and T. Rowe Price Group, Inc.; CFA	Vice President, International Funds
Wenli Zheng, 1979 Vice President, Price Hong Kong and T. Rowe Price Group, Inc.	Vice President, International Funds and Media & Telecommunications Fund

Directors’ Compensation

Each independent director is paid $250,000 annually for his/her service on the funds’ Boards. (Effective January 1, 2014, each independent director will be paid $270,000 annually for his/her service on the Boards.) The chairman of the Committee of Independent Directors is paid an additional $100,000 annually for his/her service as Lead Independent Director. An independent director who serves on the Joint Audit Committee receives $9,000 annually for his/her service as a member of the committee and the Joint Audit Committee chairman receives $18,000 annually for his/her service as chairman of the committee. (Effective January 1, 2014, Joint Audit Committee members will be paid $10,000 annually and the Joint Audit Committee chairman will be paid $20,000 annually.) All of these fees are allocated to each fund on a pro rata basis based on each fund’s net assets relative to the other funds.

The following table shows the accrued amounts paid by each fund, and the total compensation that was paid from all of the funds, to the independent directors and Fixed Income Advisory Board members for the 2012 calendar year. Members of the Fixed Income Advisory Board were paid the same compensation from each domestic fixed income Price Fund as those funds’ independent directors were paid. (The Fixed Income Advisory Board was terminated on October 22, 2013, when the members of the Fixed Advisory Board were elected as independent directors of the domestic fixed income Price Funds.) The independent directors of the funds do not receive any pension or retirement benefits from the funds or T. Rowe Price. The officers of the funds and interested directors do not receive any compensation or benefits from the funds for their service.


Directors	Total Compensation
Brody	$250,000
Casey(a)	262,000
Deering (Lead)	359,000
Dick	250,000
Duncan(b)	—
Gerrard	169,667
Horn	250,000
McBride(b)	—
Rodgers(c)	250,000
Rouse	166,667
Schreiber	259,000
Tercek	262,000

(a) Jeremiah E. Casey retired from the Boards on December 31, 2012.

(b) Elected on October 22, 2013.

The following table shows the amounts paid by each fund to the directors and Fixed Income Advisory Board members based on accrued compensation for the calendar year 2012:


Fund	Aggregate Compensation From Fund
Fund	Brody	Casey*	Deering	Dick	Duncan**	Gerrard	Horn	McBride**	Rodgers***	Rouse	Schreiber	Tercek
Africa & Middle East	$599	$629	$860	$599	$14	$386	$599	$14	$599	$379	$621	$628
Balanced	2,476	2,594	3,556	2,476	291	1,750	2,476	291	2,476	1,719	2,565	2,596
Blue Chip Growth	4,584	4,812	6,582	4,584	1,551	2,887	4,584	1,551	4,584	2,836	4,749	4,800
California Tax-Free Bond	745	781	1,070	745	31	494	745	31	745	485	772	780
California Tax-Free Money	560	588	805	560	6	357	560	6	560	351	580	587
Capital Appreciation	4,584	4,812	6,582	4,584	1,381	2,887	4,584	1,381	4,584	2,836	4,749	4,800
Capital Opportunity	724	759	1,040	724	43	483	724	43	724	474	750	759
Corporate Income	890	932	1,278	890	43	603	890	43	890	592	922	932
Diversified Mid-Cap Growth	627	658	901	627	21	407	627	21	627	399	650	657
Diversified Small-Cap Growth	657	688	943	657	52	434	657	52	657	426	681	689
Dividend Growth	2,023	2,118	2,905	2,023	287	1,439	2,023	287	2,023	1,414	2,096	2,121
Emerging Europe	771	809	1,108	771	30	504	771	30	771	496	799	808
Emerging Markets Bond	2,628	2,749	3,774	2,628	297	1,892	2,628	297	2,628	1,859	2,723	2,756
Emerging Markets Corporate Bond	284	292	407	284	8	289	284	8	284	284	294	300
Emerging Markets Corporate Multi-Sector Account Portfolio	0	0	0	0	0	0	0	0	0	0	0	0
Emerging Markets Local Currency Bond	538	564	772	538	4	342	538	4	538	336	557	563


Fund	Aggregate Compensation From Fund
Fund	Brody	Casey*	Deering	Dick	Duncan**	Gerrard	Horn	McBride**	Rodgers***	Rouse	Schreiber	Tercek
Emerging Markets Local Multi-Sector Account Portfolio	0	0	0	0	0	0	0	0	0	0	0	0
Emerging Markets Stock	4,128	4,324	5,928	4,128	565	2,887	4,128	565	4,128	2,836	4,277	4,328
Equity Income	4,584	4,812	6,582	4,584	2,174	2,887	4,584	2,174	4,584	2,836	4,749	4,800
Equity Index 500	4,584	4,812	6,582	4,584	1,432	2,887	4,584	1,432	4,584	2,836	4,749	4,800
European Stock	921	965	1,322	921	92	616	921	92	921	605	954	965
Extended Equity Market Index	750	787	1,077	750	49	496	750	49	750	487	777	786
Financial Services	699	733	1,004	699	40	461	699	40	699	452	724	732
Floating Rate	544	571	781	544	22	354	544	22	544	348	564	570
Floating Rate Multi-Sector Account Portfolio	0	0	0	0	0	0	0	0	0	0	0	0
Georgia Tax-Free Bond	642	674	922	642	17	419	642	17	642	411	665	673
Global Allocation(a)	3	—	4	3	4	3	3	4	3	3	3	3
Global Industrials(b)	1	—	2	1	1	1	1	1	1	1	1	1
Global Growth Stock	548	575	786	548	6	349	548	6	548	343	567	573
Global Infrastructure	535	561	768	535	4	339	535	4	535	333	554	560
Global Real Estate	553	580	794	553	15	357	553	15	553	350	573	580
Global Stock	842	883	1,209	842	38	550	842	38	842	540	872	881
Global Technology	907	951	1,303	907	66	621	907	66	907	610	940	951
GNMA	1,595	1,672	2,291	1,595	120	1,109	1,595	120	1,595	1,090	1,653	1,672
TRP Government Reserve Investment	1,373	1,438	1,972	1,373	148	970	1,373	148	1,373	953	1,423	1,440
Growth & Income	1,209	1,268	1,737	1,209	105	827	1,209	105	1,209	812	1,253	1,267
Growth Stock	4,584	4,812	6,582	4,584	2,887	2,887	4,584	2,887	4,584	2,836	4,749	4,800
Health Sciences	3,069	3,205	4,407	3,069	594	2,295	3,069	594	3,069	2,252	3,179	3,221
High Yield	4,577	4,805	6,573	4,577	709	2,887	4,577	709	4,577	2,836	4,742	4,793
High Yield Multi-Sector Account Portfolio	0	0	0	0	0	0	0	0	0	0	0	0
Inflation Focused Bond	2,577	2,696	3,700	2,577	384	1,862	2,577	384	2,577	1,829	2,669	2,702
Inflation Protected Bond	841	882	1,208	841	29	566	841	29	841	556	871	881
Institutional Africa & Middle East	592	621	850	592	15	382	592	15	592	376	613	620
Institutional Concentrated International Equity	514	539	738	514	1	324	514	1	514	318	532	538
Institutional Core Plus	625	656	898	625	25	407	625	25	625	400	648	655
Institutional Emerging Markets Bond	653	685	938	653	20	427	653	20	653	419	677	684


Fund	Aggregate Compensation From Fund
Fund	Brody	Casey*	Deering	Dick	Duncan**	Gerrard	Horn	McBride**	Rodgers***	Rouse	Schreiber	Tercek
Institutional Emerging Markets Equity	1,046	1,095	1,501	1,046	84	711	1,046	84	1,046	699	1,083	1,096
Institutional Floating Rate	1,698	1,777	2,438	1,698	237	1,196	1,698	237	1,698	1,175	1,759	1,781
Institutional Global Focused Growth Equity	606	636	870	606	14	389	606	14	606	382	628	635
Institutional Global Growth Equity	549	576	789	549	10	351	549	10	549	345	569	575
Institutional Global Multi-Sector Bond(b)	1	—	2	1	2	1	1	2	1	1	1	1
Institutional Global Value Equity	199	202	286	199	1	205	199	1	199	199	206	212
Institutional High Yield	2,035	2,131	2,923	2,035	215	1,466	2,035	215	2,035	1,441	2,109	2,134
Institutional International Bond	602	632	865	602	15	387	602	15	602	381	624	631
Institutional International Core Equity	540	566	775	540	6	348	540	6	540	342	559	565
Institutional International Growth Equity	555	583	797	555	8	355	555	8	555	348	575	582
Institutional Large-Cap Core Growth	740	775	1,062	740	71	499	740	71	740	490	767	776
Institutional Large-Cap Growth	3,392	3,541	4,871	3,392	648	2,611	3,392	648	3,392	2,563	3,514	3,562
Institutional Large-Cap Value	1,027	1,075	1,475	1,027	110	707	1,027	110	1,027	695	1,064	1,077
Institutional Long Duration Credit(c)	2	—	2	2	1	2	2	1	2	2	2	2
Institutional Mid-Cap Equity Growth	2,144	2,243	3,079	2,144	297	1,596	2,144	297	2,144	1,569	2,221	2,249
Institutional Small-Cap Stock	1,009	1,056	1,449	1,009	115	697	1,009	115	1,009	684	1,045	1,058
Institutional U.S. Structured Research	842	884	1,210	842	52	561	842	52	842	551	873	883
International Bond	3,656	3,831	5,250	3,656	374	2,562	3,656	374	3,656	2,518	3,788	3,831
International Discovery	2,054	2,150	2,949	2,054	254	1,456	2,054	254	2,054	1,431	2,128	2,153
International Equity Index	728	763	1,045	728	38	478	728	38	728	469	754	763
International Growth & Income	3,582	3,744	5,143	3,582	615	2,612	3,582	615	3,582	2,564	3,710	3,758
International Stock	4,404	4,619	6,324	4,404	894	2,887	4,404	894	4,404	2,836	4,562	4,613
Investment-Grade Corporate Multi-Sector Account Portfolio	0	0	0	0	0	0	0	0	0	0	0	0
Japan	611	641	878	611	23	392	611	23	611	385	633	640
Latin America	1,688	1,771	2,424	1,688	100	1,119	1,688	100	1,688	1,100	1,748	1,768


Fund	Aggregate Compensation From Fund
Fund	Brody	Casey*	Deering	Dick	Duncan**	Gerrard	Horn	McBride**	Rodgers***	Rouse	Schreiber	Tercek
Maryland Short-Term Tax-Free Bond	648	680	930	648	17	419	648	17	648	412	671	679
Maryland Tax-Free Bond	1,740	1,822	2,498	1,740	145	1,220	1,740	145	1,740	1,199	1,802	1,824
Maryland Tax-Free Money	588	617	844	588	10	375	588	10	588	369	609	615
Media & Telecommunications	1,840	1,926	2,642	1,840	230	1,309	1,840	230	1,840	1,286	1,906	1,929
Mid-Cap Growth	4,584	4,812	6,582	4,584	1,697	2,887	4,584	1,697	4,584	2,836	4,749	4,800
Mid-Cap Value	4,578	4,806	6,575	4,578	844	2,887	4,578	844	4,578	2,836	4,743	4,794
Mortgage-Backed Securities Multi-Sector Account Portfolio	0	0	0	0	0	0	0	0	0	0	0	0
New America Growth	2,512	2,628	3,608	2,512	320	1,834	2,512	320	2,512	1,801	2,603	2,635
New Asia	3,043	3,184	4,370	3,043	362	2,183	3,043	362	3,043	2,144	3,152	3,191
New Era	3,253	3,409	4,671	3,253	341	2,224	3,253	341	3,253	2,186	3,370	3,409
New Horizons	4,569	4,796	6,651	4,569	1,106	2,887	4,569	1,106	4,569	2,836	4,733	4,784
New Income	4,584	4,812	6,582	4,584	1,619	2,887	4,584	1,619	4,584	2,836	4,749	4,800
New Jersey Tax-Free Bond	679	713	976	679	22	446	679	22	679	438	704	712
New York Tax-Free Bond	760	797	1,092	760	30	505	760	30	760	497	787	796
New York Tax-Free Money	561	589	805	561	6	357	561	6	561	350	581	587
Overseas Stock	3,203	3,348	4,600	3,203	514	2,340	3,203	514	3,203	2,297	3,319	3,362
Personal Strategy Balanced	1,504	1,576	2,160	1,504	150	1,033	1,504	150	1,504	1,015	1,558	1,576
Personal Strategy Growth	1,197	1,254	1,719	1,197	107	816	1,197	107	1,197	801	1,240	1,254
Personal Strategy Income	1,136	1,191	1,632	1,136	95	778	1,136	95	1,136	764	1,177	1,191
Prime Reserve	3,985	4,175	5,722	3,985	525	2,807	3,985	525	3,985	2,759	4,128	4,177
Real Assets	1,758	1,833	2,525	1,758	268	1,459	1,758	268	1,758	1,433	1,822	1,848
Real Estate	2,620	2,741	3,762	2,620	287	1,913	2,620	287	2,620	1,879	2,714	2,748
TRP Reserve Investment	4,584	4,812	6,582	4,584	1,221	2,887	4,584	1,221	4,584	2,836	4,749	4,800
Retirement 2005	1,289	1,351	1,851	1,289	111	887	1,289	111	1,289	872	1,335	1,351
Retirement 2010	3,980	4,169	5,715	3,980	461	2,823	3,980	461	3,980	2,774	4,123	4,172
Retirement 2015	4,218	4,419	6,057	4,218	656	2,887	4,218	656	4,218	2,836	4,370	4,421
Retirement 2020	4,584	4,812	6,582	4,584	1,478	2,887	4,584	1,478	4,584	2,836	4,749	4,800
Retirement 2025	4,413	4,628	6,337	4,413	918	2,887	4,413	918	4,413	2,836	4,572	4,623
Retirement 2030	4,584	4,812	6,582	4,584	1,346	2,887	4,584	1,346	4,584	2,836	4,749	4,800
Retirement 2035	3,913	4,093	5,619	3,913	654	2,846	3,913	654	3,913	2,795	4,054	4,105
Retirement 2040	4,416	4,632	6,341	4,416	907	2,887	4,416	907	4,416	2,836	4,575	4,626
Retirement 2045	2,349	2,457	3,373	2,349	359	1,699	2,349	359	2,349	1,668	2,434	2,464
Retirement 2050	1,621	1,695	2,327	1,621	238	1,161	1,621	238	1,621	1,140	1,679	1,700


Fund	Aggregate Compensation From Fund
Fund	Brody	Casey*	Deering	Dick	Duncan**	Gerrard	Horn	McBride**	Rodgers***	Rouse	Schreiber	Tercek
Retirement 2055	767	804	1,101	767	61	517	767	61	767	508	795	804
Retirement Income	2,156	2,258	3,097	2,156	247	1,529	2,156	247	2,156	1,502	2,234	2,261
Science & Technology	2,217	2,326	3,183	2,217	236	1,512	2,217	236	2,217	1,487	2,297	2,322
Short-Term Bond	4,054	4,244	5,822	4,054	492	2,887	4,054	492	4,054	2,836	4,200	4,251
Short-Term Government Reserve(d)	171	—	246	171	0	171	171	0	171	171	177	177
Short-Term Reserve(d)	2,222	—	3,191	2,222	76	2,222	2,222	76	2,222	2,222	2,302	2,302
Small-Cap Stock	4,288	4,494	6,157	4,288	743	2,887	4,288	743	4,288	2,836	4,442	4,493
Small-Cap Value	4,343	4,554	6,237	4,343	736	2,887	4,343	736	4,343	2,836	4,500	4,551
Spectrum Growth	2,459	2,577	3,532	2,459	290	1,721	2,459	290	2,459	1,692	2,548	2,578
Spectrum Income	4,135	4,330	5,937	4,135	499	2,887	4,135	499	4,135	2,836	4,283	4,334
Spectrum International	922	966	1,324	922	82	625	922	82	922	614	955	967
Strategic Income	666	699	957	666	20	437	666	20	666	429	690	698
Summit Cash Reserves	3,995	4,186	5,737	3,995	474	2,785	3,995	474	3,995	2,736	4,139	4,187
Summit GNMA	643	675	924	643	12	420	643	12	643	412	666	674
Summit Municipal Income	935	979	1,342	935	57	641	935	57	935	630	968	980
Summit Municipal Intermediate	1,790	1,874	2,570	1,790	227	1,264	1,790	227	1,790	1,242	1,854	1,877
Summit Municipal Money Market	631	663	907	631	16	407	631	16	631	400	654	661
Target Retirement 2005(e)	16	—	23	16	0	17	16	0	16	16	17	17
Target Retirement 2010(e)	16	—	23	16	0	17	16	0	16	16	17	17
Target Retirement 2015(e)	16	—	23	16	0	17	16	0	16	16	17	17
Target Retirement 2020(e)	16	—	23	16	0	17	16	0	16	16	17	17
Target Retirement 2025(e)	16	—	23	16	0	17	16	0	16	16	17	17
Target Retirement 2030(e)	16	—	23	16	0	17	16	0	16	16	17	17
Target Retirement 2035(e)	16	—	23	16	0	17	16	0	16	16	17	17
Target Retirement 2040(e)	16	—	23	16	0	17	16	0	16	16	17	17
Target Retirement 2045(e)	16	—	23	16	0	17	16	0	16	16	17	17
Target Retirement 2050(e)	16	—	23	16	0	17	16	0	16	16	17	17
Target Retirement 2055(e)	16	—	23	16	0	17	16	0	16	16	17	17
Tax-Efficient Equity	566	594	813	566	10	362	566	10	566	356	586	593
Tax-Exempt Money	1,049	1,100	1,506	1,049	75	700	1,049	75	1,049	688	1,086	1,098
Tax-Free High Yield	1,848	1,934	2,654	1,848	174	1,332	1,848	174	1,848	1,309	1,915	1,939
Tax-Free Income	2,325	2,435	3,338	2,325	190	1,635	2,325	190	2,325	1,606	2,408	2,437


Fund	Aggregate Compensation From Fund
Fund	Brody	Casey*	Deering	Dick	Duncan**	Gerrard	Horn	McBride**	Rodgers***	Rouse	Schreiber	Tercek
Tax-Free Short-Intermediate	1,607	1,683	2,308	1,607	148	1,135	1,607	148	1,607	1,115	1,665	1,685
Tax-Free Ultra Short-Term Bond	0	0	0	0	0	0	0	0	0	0	0	0
Total Equity Market Index	885	928	1,271	885	67	596	885	67	885	585	917	927
U.S. Bond Enhanced Index	1,122	1,179	1,612	1,122	42	739	1,122	42	1,122	727	1,163	1,175
U.S. Large-Cap Core	535	562	769	535	5	340	535	5	535	334	555	561
U.S. Treasury Intermediate	849	890	1,219	849	29	577	849	29	849	567	880	890
U.S. Treasury Long-Term	815	853	1,170	815	26	554	815	26	815	544	844	854
U.S. Treasury Money	1,659	1,739	2,383	1,659	161	1,143	1,659	161	1,659	1,123	1,719	1,739
Ultra Short-Term Bond	45	45	64	45	23	46	45	23	45	45	46	48
Value	4,584	4,812	6,582	4,584	1,268	2,887	4,584	1,268	4,584	2,836	4,749	4,800
Virginia Tax-Free Bond	1,093	1,146	1,570	1,093	68	749	1,093	68	1,093	735	1,132	1,146

* Retired on December 31, 2012.

** Estimated for the period November 1, 2013, through December 31, 2013.

*** Retiring on December 31, 2013.

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

(b) Estimated for the period October 24, 2013, through December 31, 2013.

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

(e) Estimated for the period August 21, 2013, through December 31, 2013.

Directors’ Holdings in the Price Funds

The following tables set forth the Price Fund holdings of the current independent and inside directors, as of December 31, 2012, unless otherwise indicated.


Aggregate Holdings, All Funds	Independent Directors
	Brody	Deering	Dick	Duncan*	Gerrard	Horn	McBride*	Rodgers	Rouse	Schreiber	Tercek
	over $100,000	over $100,000	over $100,000	None	over $100,000	over $100,000	over $100,000	over $100,000	None	over $100,000	None
Africa & Middle East	None	None	None	None	None	None	None	over $100,000	None	None	None
Balanced	None	None	$50,001-$100,000	None	None	None	None	over $100,000	None	None	None
Blue Chip Growth	None	None	$10,001-$50,000	None	None	None	None	None	None	over $100,000	None
Blue Chip Growth Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Blue Chip Growth Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
California Tax-Free Bond	None	None	None	None	None	None	None	None	None	None	None
California Tax-Free Money	None	None	None	None	None	None	None	None	None	None	None
Capital Appreciation	None	None	over $100,000	None	$10,001-$50,000	None	over $100,000	over $100,000	None	None	None
Capital Appreciation Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None


Aggregate Holdings, All Funds	Independent Directors
	Brody	Deering	Dick	Duncan*	Gerrard	Horn	McBride*	Rodgers	Rouse	Schreiber	Tercek
	over $100,000	over $100,000	over $100,000	None	over $100,000	over $100,000	over $100,000	over $100,000	None	over $100,000	None
Capital Opportunity	None	None	None	None	None	None	None	None	None	None	None
Capital Opportunity Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Capital Opportunity Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Corporate Income	None	None	None	None	None	None	None	None	None	None	None
Diversified Mid-Cap Growth	None	None	None	None	None	None	None	over $100,000	None	None	None
Diversified Small-Cap Growth	None	None	None	None	None	None	None	None	None	None	None
Dividend Growth	None	None	$50,001-$100,000	None	None	None	None	None	None	None	None
Dividend Growth Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Emerging Europe	None	None	None	None	None	None	None	None	None	None	None
Emerging Markets Bond	None	None	None	None	None	None	None	over $100,000	None	None	None
Emerging Markets Corporate Bond	None	None	None	None	None	None	None	None	None	None	None
Emerging Markets Corporate Bond–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Emerging Markets Corporate Multi-Sector Account Portfolio	None	None	None	None	None	None	None	None	None	None	None
Emerging Markets Local Currency Bond	None	None	None	None	None	None	None	None	None	None	None
Emerging Markets Local Currency Bond Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Emerging Markets Local Multi-Sector Account Portfolio	None	None	None	None	None	None	None	None	None	None	None
Emerging Markets Stock	None	over $100,000	None	None	None	None	None	over $100,000	None	None	None
Equity Income	$50,001-$100,000	over $100,000	over $100,000	None	None	None	None	None	None	None	None
Equity Income Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Equity Income Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Equity Index 500	None	None	None	None	None	None	None	None	None	None	None
European Stock	None	None	None	None	None	None	None	None	None	None	None
Extended Equity Market Index	None	None	None	None	None	None	None	$10,001-$50,000	None	None	None
Financial Services	None	None	None	None	None	None	None	None	None	None	None
Floating Rate	None	None	None	None	None	None	None	None	None	None	None
Floating Rate Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Floating Rate Multi-Sector Account Portfolio	None	None	None	None	None	None	None	None	None	None	None
Georgia Tax-Free Bond	None	None	None	None	None	None	None	None	None	None	None


Aggregate Holdings, All Funds	Independent Directors
	Brody	Deering	Dick	Duncan*	Gerrard	Horn	McBride*	Rodgers	Rouse	Schreiber	Tercek
	over $100,000	over $100,000	over $100,000	None	over $100,000	over $100,000	over $100,000	over $100,000	None	over $100,000	None
Global Growth Stock	None	None	None	None	None	None	None	None	None	None	None
Global Growth Stock Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Global Infrastructure	None	None	None	None	None	None	None	over $100,000	None	None	None
Global Infrastructure Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Global Real Estate	None	None	None	None	$10,001-$50,000	None	None	None	None	None	None
Global Real Estate Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Global Stock	None	over $100,000	over $100,000	None	None	None	None	None	None	None	None
Global Stock Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Global Technology	None	over $100,000	None	None	$10,001-$50,000	None	None	over $100,000	None	None	None
GNMA	None	None	None	None	None	None	None	None	None	over $100,000	None
TRP Government Reserve Investment	None	None	None	None	None	None	None	None	None	None	None
Growth & Income	None	None	$1-$10,000	None	None	None	None	None	None	over $100,000	None
Growth Stock	None	None	over $100,000	None	None	None	None	over $100,000	None	None	None
Growth Stock Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Growth Stock Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Health Sciences	None	None	over $100,000	None	None	None	over $100,000	over $100,000	None	None	None
High Yield	None	None	over $100,000	None	None	None	None	over $100,000	None	over $100,000	None
High Yield Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
High Yield Multi-Sector Account Portfolio	None	None	None	None	None	None	None	None	None	None	None
Inflation Focused Bond	None	None	None	None	None	None	None	None	None	None	None
Inflation Protected Bond	None	None	over $100,000	None	None	None	None	None	None	None	None
Institutional Africa & Middle East	None	None	None	None	None	None	None	None	None	None	None
Institutional Concentrated International Equity	None	None	None	None	None	None	None	None	None	None	None
Institutional Core Plus	None	None	None	None	None	None	None	None	None	None	None
Institutional Core Plus Fund-F Class	None	None	None	None	None	None	None	None	None	None	None
Institutional Emerging Markets Bond	None	None	None	None	None	None	None	None	None	None	None


Aggregate Holdings, All Funds	Independent Directors
	Brody	Deering	Dick	Duncan*	Gerrard	Horn	McBride*	Rodgers	Rouse	Schreiber	Tercek
	over $100,000	over $100,000	over $100,000	None	over $100,000	over $100,000	over $100,000	over $100,000	None	over $100,000	None
Institutional Emerging Markets Equity	None	None	None	None	None	None	None	None	None	None	None
Institutional Floating Rate	None	over $100,000	None	None	None	None	None	None	None	None	None
Institutional Floating Rate Fund-F Class	None	None	None	None	None	None	None	None	None	None	None
Institutional Global Focused Growth Equity	None	None	None	None	None	None	None	None	None	None	None
Institutional Global Growth Equity	None	None	None	None	None	None	None	None	None	None	None
Institutional Global Value Equity	None	None	None	None	None	None	None	None	None	None	None
Institutional High Yield	None	None	None	None	None	None	None	None	None	None	None
Institutional International Bond	None	None	None	None	None	None	None	None	None	None	None
Institutional International Core Equity	None	None	None	None	None	None	None	None	None	None	None
Institutional International Growth Equity	None	None	None	None	None	None	None	None	None	None	None
Institutional Large-Cap Core Growth	None	None	None	None	None	None	None	None	None	None	None
Institutional Large-Cap Growth	None	None	None	None	None	None	None	None	None	None	None
Institutional Large-Cap Value	None	None	None	None	None	None	None	None	None	None	None
Institutional Mid-Cap Equity Growth	None	None	None	None	None	None	None	None	None	None	None
Institutional Small-Cap Stock	None	None	None	None	None	None	None	None	None	None	None
Institutional U.S. Structured Research	None	None	None	None	None	None	None	None	None	None	None
International Bond	None	None	None	None	None	None	None	None	None	None	None
International Bond Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
International Discovery	None	None	None	None	None	None	None	None	None	None	None
International Equity Index	None	None	None	None	None	None	None	None	None	None	None
International Growth & Income	None	None	None	None	None	None	None	None	None	None	None
International Growth & Income Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
International Growth & Income Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
International Stock	None	None	None	None	None	None	None	None	None	None	None
International Stock Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
International Stock Fund–R Class	None	None	None	None	None	None	None	None	None	None	None


Aggregate Holdings, All Funds	Independent Directors
	Brody	Deering	Dick	Duncan*	Gerrard	Horn	McBride*	Rodgers	Rouse	Schreiber	Tercek
	over $100,000	over $100,000	over $100,000	None	over $100,000	over $100,000	over $100,000	over $100,000	None	over $100,000	None
Investment Grade Multi-Sector Account Portfolio	None	None	None	None	None	None	None	None	None	None	None
Japan	None	None	None	None	None	None	None	None	None	over $100,000	None
Latin America	None	over $100,000	None	None	None	None	None	over $100,000	None	over $100,000	None
Maryland Short-Term Tax-Free Bond	None	None	None	None	None	None	None	None	None	None	None
Maryland Tax-Free Bond	None	None	None	None	None	None	None	None	None	None	None
Maryland Tax-Free Money	None	None	None	None	None	None	None	None	None	None	None
Media & Telecommunications	None	None	None	None	None	None	None	None	None	None	None
Mid-Cap Growth	None	None	None	None	None	None	None	over $100,000	None	None	None
Mid-Cap Growth Fund–Advisor Class	None	None	None	None	$10,001-$50,000	None	None	None	None	None	None
Mid-Cap Growth Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Mid-Cap Value	None	None	None	None	None	None	None	None	None	None	None
Mid-Cap Value Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Mid-Cap Value Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Mortgage-Backed Securities Multi-Sector Account Portfolio	None	None	None	None	None	None	None	None	None	None	None
New America Growth	None	None	None	None	None	None	over $100,000	$1-$10,000	None	None	None
New America Growth Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
New Asia	None	None	None	None	None	None	None	None	None	None	None
New Era	None	None	None	None	None	None	None	over $100,000	None	None	None
New Horizons	$50,001-$100,000	None	None	None	$10,001-$50,000	None	None	None	None	None	None
New Income	None	None	None	None	None	None	None	None	None	over $100,000	None
New Income Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
New Income Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
New Jersey Tax-Free Bond	None	None	None	None	None	None	None	None	None	None	None
New York Tax-Free Bond	None	None	None	None	None	None	None	None	None	None	None
New York Tax-Free Money	None	None	None	None	None	None	None	None	None	None	None
Overseas Stock	None	None	None	None	None	None	None	None	None	None	None
Personal Strategy Balanced	None	None	None	None	None	None	None	None	None	None	None
Personal Strategy Growth	None	None	None	None	None	None	None	None	None	None	None


Aggregate Holdings, All Funds	Independent Directors
	Brody	Deering	Dick	Duncan*	Gerrard	Horn	McBride*	Rodgers	Rouse	Schreiber	Tercek
	over $100,000	over $100,000	over $100,000	None	over $100,000	over $100,000	over $100,000	over $100,000	None	over $100,000	None
Personal Strategy Income	None	None	None	None	None	None	None	None	None	None	None
Prime Reserve	None	None	None	None	$50,001-$100,000	None	None	over $100,000	None	$10,001-$50,000	None
Real Assets	None	None	None	None	None	None	None	None	None	None	None
Real Estate	None	None	None	None	None	None	over $100,000	over $100,000	None	None	None
Real Estate Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
TRP Reserve Investment	None	None	None	None	None	None	None	None	None	None	None
Retirement 2005	None	None	None	None	None	None	None	None	None	None	None
Retirement 2005 Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2005 Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2010	None	None	None	None	None	None	None	None	None	None	None
Retirement 2010 Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2010 Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2015	None	None	None	None	None	over $100,000	None	None	None	None	None
Retirement 2015 Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2015 Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2020	over $100,000	None	None	None	$50,001-$100,000	over $100,000	None	None	None	None	None
Retirement 2020 Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2020 Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2025	None	None	None	None	None	None	None	None	None	None	None
Retirement 2025 Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2025 Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2030	None	None	None	None	None	None	None	None	None	None	None
Retirement 2030 Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2030 Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2035	None	None	None	None	None	None	None	None	None	None	None
Retirement 2035 Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2035 Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2040	None	None	None	None	None	None	None	None	None	None	None
Retirement 2040 Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2040 Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2045	None	None	None	None	None	None	None	None	None	None	None
Retirement 2045 Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2045 Fund–R Class	None	None	None	None	None	None	None	None	None	None	None


Aggregate Holdings, All Funds	Independent Directors
	Brody	Deering	Dick	Duncan*	Gerrard	Horn	McBride*	Rodgers	Rouse	Schreiber	Tercek
	over $100,000	over $100,000	over $100,000	None	over $100,000	over $100,000	over $100,000	over $100,000	None	over $100,000	None
Retirement 2050	None	None	None	None	None	None	None	None	None	None	None
Retirement 2050 Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2050 Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2055	None	None	None	None	None	None	None	None	None	None	None
Retirement 2055 Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Retirement 2055 Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Retirement Income	None	None	None	None	None	None	None	None	None	None	None
Retirement Income Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Retirement Income Fund–R Class	None	None	None	None	None	None	None	None	None	None	None
Science & Technology	None	None	$1-$10,000	None	None	None	None	$50,001-$100,000	None	None	None
Science & Technology Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Short-Term Bond	None	None	over $100,000	None	None	None	None	None	None	over $100,000	None
Short-Term Bond Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Short-Term Government Reserve	None	None	None	None	None	None	None	None	None	None	None
Short-Term Reserve	None	None	None	None	None	None	None	None	None	None	None
Small-Cap Stock	None	None	None	None	$10,001-$50,000	None	None	over $100,000	None	None	None
Small-Cap Stock Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Small-Cap Value	None	None	None	None	None	None	None	$10,001-$50,000	None	None	None
Small-Cap Value Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Spectrum Growth	None	None	None	None	None	None	None	$10,001-$50,000	None	None	None
Spectrum Income	None	None	None	None	$10,001-$50,000	None	None	None	None	None	None
Spectrum International	None	None	None	None	None	None	None	None	None	None	None
Strategic Income	None	None	None	None	None	None	None	None	None	None	None
Strategic Income Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Summit Cash Reserves	None	None	over $100,000	None	None	$10,001-$50,000	None	None	None	$1-$10,000	None
Summit GNMA	None	None	None	None	None	None	None	None	None	None	None
Summit Municipal Income	None	None	None	None	None	None	None	None	None	over $100,000	None
Summit Municipal Income–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Summit Municipal Intermediate	None	None	None	None	None	None	None	None	None	over $100,000	None
Summit Municipal Intermediate –Advisor Class	None	None	None	None	None	None	None	None	None	None	None


Aggregate Holdings, All Funds	Independent Directors
	Brody	Deering	Dick	Duncan*	Gerrard	Horn	McBride*	Rodgers	Rouse	Schreiber	Tercek
	over $100,000	over $100,000	over $100,000	None	over $100,000	over $100,000	over $100,000	over $100,000	None	over $100,000	None
Summit Municipal Money Market	None	None	None	None	None	None	None	None	None	$50,001-$100,000	None
Tax-Efficient Equity	None	None	None	None	None	None	None	None	None	None	None
Tax-Exempt Money	None	None	None	None	None	None	None	None	None	None	None
Tax-Free High Yield	None	None	None	None	None	None	None	None	None	over $100,000	None
Tax-Free High Yield–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Tax-Free Income	None	None	None	None	None	None	None	None	None	None	None
Tax-Free Income Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Tax-Free Short-Intermediate	None	None	None	None	None	None	None	None	None	None	None
Tax-Free Short-Intermediate –Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Tax-Free Ultra Short-Term Bond	None	None	None	None	None	None	None	None	None	None	None
Total Equity Market Index	None	None	None	None	None	None	None	None	None	None	None
U.S. Bond Enhanced Index	None	None	None	None	None	None	None	None	None	None	None
U.S. Large-Cap Core	None	None	None	None	None	None	None	None	None	None	None
U.S. Large-Cap Core Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
U.S. Treasury Intermediate	None	None	$1-$10,000	None	None	None	None	None	None	over $100,000	None
U.S. Treasury Long-Term	None	None	None	None	None	None	None	None	None	over $100,000	None
U.S. Treasury Money	None	None	None	None	None	None	None	None	None	$1-$10,000	None
Ultra Short-Term Bond	None	None	None	None	None	None	None	None	None	None	None
Value	None	None	None	None	None	None	None	$10,001-$50,000	None	over $100,000	None
Value Fund–Advisor Class	None	None	None	None	None	None	None	None	None	None	None
Virginia Tax-Free Bond	None	None	None	None	None	None	None	None	None	None	None

*Elected on October 22, 2013.


Aggregate Holdings, All Funds	Inside Directors
	Bernard	Gitlin	Rogers
	over $100,000	over $100,000	over $100,000
Africa & Middle East	None	$10,001-$50,000	None
Balanced	None	None	None
Blue Chip Growth	None	None	None
Blue Chip Growth Fund–Advisor Class	None	None	None
Blue Chip Growth Fund–R Class	None	None	None
California Tax-Free Bond	None	None	None
California Tax-Free Money	None	None	None
Capital Appreciation	None	None	None
Capital Appreciation Fund–Advisor Class	None	None	None


Aggregate Holdings, All Funds	Inside Directors
	Bernard	Gitlin	Rogers
	over $100,000	over $100,000	over $100,000
Capital Opportunity	None	None	None
Capital Opportunity Fund–Advisor Class	None	None	None
Capital Opportunity Fund–R Class	None	None	None
Corporate Income	None	None	None
Diversified Mid-Cap Growth	None	None	None
Diversified Small-Cap Growth	None	None	None
Dividend Growth	None	$50,001-$100,000	None
Dividend Growth Fund–Advisor Class	None	None	None
Emerging Europe	None	None	None
Emerging Markets Bond	None	None	None
Emerging Markets Corporate Bond	None	None	None
Emerging Markets Corporate Bond–Advisor Class	None	None	None
Emerging Markets Corporate Multi-Sector Account Portfolio	None	None	None
Emerging Markets Local Currency Bond	None	Over $100,000	None
Emerging Markets Local Currency Bond Fund–Advisor Class	None	None	None
Emerging Markets Local Multi-Sector Account Portfolio	None	None	None
Emerging Markets Stock	over $100,000	None	None
Equity Income	$50,001-$100,000	None	over $100,000
Equity Income Fund–Advisor Class	None	None	None
Equity Income Fund–R Class	None	None	None
Equity Index 500	None	None	None
European Stock	None	None	None
Extended Equity Market Index	None	None	None
Financial Services	None	$10,001-$50,000	None
Floating Rate	None	over $100,000	None
Floating Rate Fund–Advisor Class	None	None	None
Floating Rate Multi-Sector Account Portfolio	None	None	None
Georgia Tax-Free Bond	None	None	None
Global Growth Stock	None	None	None
Global Growth Stock Fund–Advisor Class	None	None	None
Global Infrastructure	None	None	None
Global Infrastructure Fund-Advisor Class	None	None	None
Global Real Estate	None	None	None
Global Real Estate Fund–Advisor Class	None	None	None
Global Stock	over $100,000	None	over $100,000
Global Stock Fund–Advisor Class	None	None	None
Global Technology	None	None	None
GNMA	None	None	None
TRP Government Reserve Investment	None	None	None
Growth & Income	None	None	None


Aggregate Holdings, All Funds	Inside Directors
	Bernard	Gitlin	Rogers
	over $100,000	over $100,000	over $100,000
Growth Stock	over $100,000	None	None
Growth Stock Fund–Advisor Class	None	None	None
Growth Stock Fund–R Class	None	None	None
Health Sciences	None	None	None
High Yield	$10,001-$50,000	over $100,000	None
High Yield Fund–Advisor Class	None	None	None
High Yield Multi-Sector Account Portfolio	None	None	None
Inflation Focused Bond	None	None	None
Inflation Protected Bond	None	None	None
Institutional Africa & Middle East	None	None	None
Institutional Concentrated International Equity	None	None	None
Institutional Core Plus	None	None	None
Institutional Core Plus Fund-F Class	None	None	None
Institutional Emerging Markets Bond	None	None	None
Institutional Emerging Markets Equity	None	None	None
Institutional Floating Rate	None	None	None
Institutional Floating Rate Fund-F Class	None	None	None
Institutional Global Focused Growth Equity	None	None	None
Institutional Global Growth Equity	None	None	None
Institutional Global Value Equity	None	None	None
Institutional High Yield	None	None	None
Institutional International Bond	None	None	None
Institutional International Core Equity	None	None	None
Institutional International Growth Equity	None	None	None
Institutional Large-Cap Core Growth	None	None	None
Institutional Large-Cap Growth	None	None	None
Institutional Large-Cap Value	None	None	None
Institutional Mid-Cap Equity Growth	None	None	None
Institutional Small-Cap Stock	None	None	None
Institutional U.S. Structured Research	None	None	None
International Bond	None	None	None
International Bond Fund–Advisor Class	None	None	None
International Discovery	$10,001-$50,000	None	None
International Equity Index	None	None	None
International Growth & Income	None	None	None
International Growth & Income Fund–Advisor Class	None	None	None
International Growth & Income Fund–R Class	None	None	None
International Stock	$50,0001-$100,000	over $100,000	None
International Stock Fund–Advisor Class	None	None	None


Aggregate Holdings, All Funds	Inside Directors
	Bernard	Gitlin	Rogers
	over $100,000	over $100,000	over $100,000
International Stock Fund–R Class	None	None	None
Investment Grade Multi-Sector Account Portfolio	None	None	None
Japan	None	None	over $100,000
Latin America	None	None	None
Maryland Short-Term Tax-Free Bond	None	None	None
Maryland Tax-Free Bond	None	None	None
Maryland Tax-Free Money	None	None	None
Media & Telecommunications	None	None	over $100,000
Mid-Cap Growth	over $100,000	None	None
Mid-Cap Growth Fund–Advisor Class	None	None	None
Mid-Cap Growth Fund–R Class	None	None	None
Mid-Cap Value	None	None	None
Mid-Cap Value Fund–Advisor Class	None	None	None
Mid-Cap Value Fund–R Class	None	None	None
Mortgage-Backed Securities Multi-Sector Account Portfolio	None	None	None
New America Growth	None	None	over $100,000
New America Growth Fund–Advisor Class	None	None	None
New Asia	over $100,000	None	None
New Era	None	None	None
New Horizons	$10,001-$50,000	None	None
New Income	None	None	$50,001-$100,000
New Income Fund–Advisor Class	None	None	None
New Income Fund–R Class	None	None	None
New Jersey Tax-Free Bond	None	None	None
New York Tax-Free Bond	None	None	None
New York Tax-Free Money	None	None	None
Overseas Stock	None	None	None
Personal Strategy Balanced	None	None	None
Personal Strategy Growth	None	None	None
Personal Strategy Income	None	None	None
Prime Reserve	over $100,000	None	$50,001-$100,000
Real Assets	None	None	None
Real Estate	None	None	None
Real Estate Fund–Advisor Class	None	None	None
TRP Reserve Investment	None	None	None
Retirement 2005	None	None	None
Retirement 2005 Fund–Advisor Class	None	None	None
Retirement 2005 Fund–R Class	None	None	None
Retirement 2010	None	None	None
Retirement 2010 Fund–Advisor Class	None	None	None
Retirement 2010 Fund–R Class	None	None	None
Retirement 2015	None	over $100,000	None
Retirement 2015 Fund–Advisor Class	None	None	None
Retirement 2015 Fund–R Class	None	None	None
Retirement 2020	None	None	None


Aggregate Holdings, All Funds	Inside Directors
	Bernard	Gitlin	Rogers
	over $100,000	over $100,000	over $100,000
Retirement 2020 Fund–Advisor Class	None	None	None
Retirement 2020 Fund–R Class	None	None	None
Retirement 2025	None	None	None
Retirement 2025 Fund–Advisor Class	None	None	None
Retirement 2025 Fund–R Class	None	None	None
Retirement 2030	None	over $100,000	None
Retirement 2030 Fund–Advisor Class	None	None	None
Retirement 2030 Fund–R Class	None	None	None
Retirement 2035	None	$50,001-$100,000	None
Retirement 2035 Fund–Advisor Class	None	None	None
Retirement 2035 Fund–R Class	None	None	None
Retirement 2040	None	None	None
Retirement 2040 Fund–Advisor Class	None	None	None
Retirement 2040 Fund–R Class	None	None	None
Retirement 2045	None	None	None
Retirement 2045 Fund–Advisor Class	None	None	None
Retirement 2045 Fund–R Class	None	None	None
Retirement 2050	None	None	None
Retirement 2050 Fund–Advisor Class	None	None	None
Retirement 2050 Fund–R Class	None	None	None
Retirement 2055	over $100,000	None	None
Retirement 2055 Fund–Advisor Class	None	None	None
Retirement 2055 Fund–R Class	None	None	None
Retirement Income	None	None	None
Retirement Income Fund–Advisor Class	None	None	None
Retirement Income Fund–R Class	None	None	None
Science & Technology	over $100,000	None	$50,001-$100,000
Science & Technology Fund–Advisor Class	None	None	None
Short-Term Bond	None	over $100,000	None
Short-Term Bond Fund–Advisor Class	None	None	None
Short-Term Government Reserve	None	None	None
Short-Term Reserve	None	None	None
Small-Cap Stock	$10,001-$50,000	None	None
Small-Cap Stock Fund–Advisor Class	None	None	None
Small-Cap Value	over $100,000	None	None
Small-Cap Value Fund–Advisor Class	None	None	None
Spectrum Growth	over $100,000	None	None
Spectrum Income	$10,001-$50,000	None	over $100,000
Spectrum International	$10,001-$50,000	None	None
Strategic Income	None	None	None
Strategic Income Fund–Advisor Class	None	None	None


Aggregate Holdings, All Funds	Inside Directors
	Bernard	Gitlin	Rogers
	over $100,000	over $100,000	over $100,000
Summit Cash Reserves	over $100,000	over $100,000	over $100,000
Summit GNMA	None	None	None
Summit Municipal Income	None	None	None
Summit Municipal Income–Advisor Class	None	None	None
Summit Municipal Intermediate	None	None	None
Summit Municipal Intermediate –Advisor Class	None	None	None
Summit Municipal Money Market	over $100,000	over $100,000	None
Tax-Efficient Equity	None	None	None
Tax-Exempt Money	None	None	None
Tax-Free High Yield	None	None	None
Tax-Free High Yield–Advisor Class	None	None	None
Tax-Free Income	None	None	None
Tax-Free Income Fund–Advisor Class	None	None	None
Tax-Free Short-Intermediate	None	None	None
Tax-Free Short-Intermediate–Advisor Class	None	None	None
Tax-Free Ultra Short-Term Bond	None	None	None
Total Equity Market Index	None	None	None
U.S. Bond Enhanced Index	None	None	None
U.S. Large-Cap Core	None	None	None
U.S. Large-Cap Core–Advisor Class	None	None	None
U.S. Treasury Intermediate	None	None	None
U.S. Treasury Long-Term	None	None	None
U.S. Treasury Money	None	over $100,000	None
Ultra Short-Term Bond	None	None	None
Value	None	over $100,000	over $100,000
Value Fund–Advisor Class	None	None	None
Virginia Tax-Free Bond	None	None	None

Portfolio Managers’ Holdings in the Price Funds

The following tables set forth the Price Fund holdings of each fund’s portfolio manager, who serves as chairman of the fund’s Investment Advisory Committee and has day-to-day responsibility for managing the fund and executing the fund’s investment program. One column shows the dollar range of shares beneficially owned in the fund for which he or she serves as portfolio manager, as of the end of that fund’s fiscal year-end, and the other column shows the dollar range of shares beneficially owned in all funds within the T. Rowe Price family of funds, as of December 31 of the prior year. Shares of the Price Funds are frequently held by T. Rowe Price employees, including portfolio managers, through participation in the T. Rowe Price 401(k) plan. However, in March 2012, the T. Rowe Price 401(k) plan replaced certain Price Funds with similarly managed T. Rowe Price common trust funds, which operate much like mutual funds but are exempt from registration under the federal securities laws. As a result, the range of fund holdings shown in the tables may have decreased for those portfolio managers who manage a Price Fund that is no longer offered as part of the T. Rowe Price 401(k) plan even though the portfolio manager may now invest in the T. Rowe Price common trust fund within the same investment strategy.


Fund	Portfolio Manager	Range of Fund Holdings as of Fund’s Fiscal Year^a	All Funds Range as of 12/31/12
Africa & Middle East	Oliver D.M. Bell	None	None
Balanced	Charles M. Shriver	$100,001–$500,000	$500,001–$1,000,000
Blue Chip Growth (b)	Larry J. Puglia	$500,001–$1,000,000	over $1,000,000
Capital Appreciation (b)	David R. Giroux	$10,001–$50,000	$500,001–$1,000,000
Capital Opportunity	Anna M. Dopkin	over $1,000,000	over $1,000,000
Corporate Income	David A. Tiberii	$100,001–$500,000	over $1,000,000
Diversified Mid-Cap Growth	Donald J. Easley Donald J. Peters	$500,001–$1,000,000 over $1,000,000	over $1,000,000 over $1,000,000
Diversified Small-Cap Growth	Sudhir Nanda	$100,001–$500,000	$100,001–$500,000
Dividend Growth	Thomas J. Huber	$100,001–$500,000	over $1,000,000
Emerging Europe	Leigh Innes (c)	None	$50,001–$100,000
Emerging Markets Bond	Michael J. Conelius	$100,001–$500,000	over $1,000,000
Emerging Markets Corporate Bond	Michael J. Conelius	$100,001–$500,000	over $1,000,000
Emerging Markets Local Currency Bond	Andrew Keirle	None	None
Emerging Markets Stock	Gonzalo Pangaro	over $1,000,000	over $1,000,000
Equity Income (b)	Brian C. Rogers	over $1,000,000	over $1,000,000
Equity Index 500 (b)	E. Frederick Bair	$10,001–$50,000	$100,001–$500,000
European Stock	Dean Tenerelli	None	None
Extended Equity Market Index	E. Frederick Bair Ken D. Uematsu	$10,001–$50,000 $1–$10,000	$100,001–$500,000 $100,001–$500,000
Financial Services	Eric L. Veiel	$100,001–$500,000	$100,001–$500,000
Floating Rate	Paul M. Massaro	$50,001–$100,000	$500,001–$1,000,000
Global Allocation	Charles M. Shriver	(d)	$500,001–$1,000,000
Global Industrials	Peter J. Bates	(e)	(e)
Global Growth Stock	R. Scott Berg	$500,001–$1,000,000	over $1,000,000
Global Infrastructure	Susanta Mazumdar	None	None
Global Real Estate	David M. Lee	$100,001–$500,000	over $1,000,000
Global Stock	David J. Eiswert	$500,001–$1,000,000	over $1,000,000
Global Technology	Joshua K. Spencer	over $1,000,000	over $1,000,000
GNMA	Andrew C. McCormick	$100,001–$500,000	over $1,000,000
Growth & Income	Thomas J. Huber	$100,001–$500,000	over $1,000,000
Growth Stock (b)	P. Robert Bartolo	over $1,000,000	over $1,000,000
Health Sciences	Taymour R. Tamaddon	None	$50,001–$100,000
High Yield (b)	Mark J. Vaselkiv	None	$500,001–$1,000,000
Inflation Protected Bond	Daniel O. Shackelford	$50,001–$100,000	over $1,000,000


Fund	Portfolio Manager	Range of Fund Holdings as of Fund’s Fiscal Year^a	All Funds Range as of 12/31/12
International Bond	Ian D. Kelson Christopher J. Rothery	$500,001–$1,000,000 $10,001–$50,000	over $1,000,000 $50,001–$100,000
International Discovery	Justin Thomson	$100,001–$500,000	over $1,000,000
International Equity Index	E. Frederick Bair Neil Smith	$10,001–$50,000 None	$100,001–$500,000 None
International Growth & Income	Jonathan H.W. Matthews	None	None
International Stock	Robert W. Smith	over $1,000,000	over $1,000,000
Japan	M. Campbell Gunn	None	None
Latin America	Jose Costa Buck	$50,001–$100,000	$100,001–$500,000
Maryland Short-Term Tax-Free Bond	Charles B. Hill	$10,001–$50,000	over $1,000,000
Maryland Tax-Free Bond	Hugh D. McGuirk	$500,001–$1,000,000	over $1,000,000
Maryland Tax-Free Money	Joseph K. Lynagh	$1–$10,000	over $1,000,000
Media & Telecommunications	Paul D. Greene II	(f)	(f)
Mid-Cap Growth (b)	Brian W.H. Berghuis	over $1,000,000	over $1,000,000
Mid-Cap Value (b)	David J. Wallack	None	over $1,000,000
New America Growth	Daniel Martino	(g)	over $1,000,000
New Asia	Anh Lu	None	None
New Era	Timothy E. Parker	$100,001–$500,000	over $1,000,000
New Horizons (b)	Henry M. Ellenbogen	$10,001–$50,000	over $1,000,000
New Income	Daniel O. Shackelford	$100,001–$500,000	over $1,000,000
Overseas Stock	Raymond A. Mills	$500,001–$1,000,000	over $1,000,000
Personal Strategy Balanced	Charles M. Shriver	$1-$10,000	$500,001–$1,000,000
Personal Strategy Growth	Charles M. Shriver	$100,001–$500,000	$500,001–$1,000,000
Personal Strategy Income	Charles M. Shriver	None	$500,001–$1,000,000
Prime Reserve	Joseph K. Lynagh	$50,001–$100,000	over $1,000,000
Real Assets	Wyatt A. Lee	$1-$10,000	over $1,000,000
Real Estate	David M. Lee	$100,001–$500,000	over $1,000,000
Science & Technology	Kennard W. Allen	over $1,000,000	over $1,000,000
Short-Term Bond	Edward A. Wiese	$500,001–$1,000,000	over $1,000,000
Small-Cap Stock (b)	Gregory A. McCrickard	$500,001–$1,000,000	over $1,000,000
Small-Cap Value (b)	Preston G. Athey (h)	over $1,000,000	over $1,000,000
Spectrum Growth	Charles M. Shriver	$100,001-$500,000	$500,001–$1,000,000
Spectrum Income	Charles M. Shriver	$100,001-$500,000	$500,001–$1,000,000
Spectrum International	Christopher D. Alderson	None	over $1,000,000
Strategic Income	Steven C. Huber	$500,001–$1,000,000	$100,001–$500,000
Summit Cash Reserves	Joseph K. Lynagh	$10,001–$50,000	over $1,000,000
Summit GNMA	Andrew C. McCormick	$100,001–$500,000	over $1,000,000
Summit Municipal Income	Konstantine B. Mallas	$100,001–$500,000	over $1,000,000
Summit Municipal Intermediate	Charles B. Hill	$500,001–$1,000,000	over $1,000,000
Summit Municipal Money Market	Joseph K. Lynagh	None	over $1,000,000
Tax- Efficient Equity	Donald J. Peters	over $1,000,000	over $1,000,000
Tax- Exempt Money	Joseph K. Lynagh	None	over $1,000,000
Tax- Free High Yield	James M. Murphy	$100,001–$500,000	over $1,000,000
Tax- Free Income	Konstantine B. Mallas	$100,001–$500,000	over $1,000,000
Tax- Free Short-Intermediate	Charles B. Hill	$10,001–$50,000	over $1,000,000
Tax- Free Ultra Short-Term Bond	Joseph K. Lynagh	(i)	over $1,000,000
Total Equity Market Index	E. Frederick Bair Ken D. Uematsu	$10,001–$50,000 $1-$10,000	$100,001–$500,000 $100,001–$500,000
U.S. Bond Enhanced Index	Robert M. Larkins	$1-$10,000	$100,001–$500,000
U.S. Large-Cap Core	Jeffrey Rottinghaus	over $1,000,000	over $1,000,000


Fund	Portfolio Manager	Range of Fund Holdings as of Fund’s Fiscal Year^a	All Funds Range as of 12/31/12
U.S. Treasury Intermediate	Brian J. Brennan	$10,001–$50,000	over $1,000,000
U.S. Treasury Long-Term	Brian J. Brennan	$10,001–$50,000	over $1,000,000
U.S. Treasury Money	Joseph K. Lynagh	$1–$10,000	over $1,000,000
Ultra Short-Term Bond	Joseph K. Lynagh	$100,001–$500,000	over $1,000,000
Value (b)	Mark S. Finn	$1-$10,000	$500,001–$1,000,000

(a) See table beginning on page 7 for the fiscal year of the funds. The range of fund holdings as of the fund’s fiscal year is updated concurrently with each fund’s prospectus date as shown in the table beginning on page 7.

(b) The portfolio manager invests in a similarly managed T. Rowe Price common trust fund within the T. Rowe Price 401(k) plan.

(c) On November 1, 2013, Ulle Adamson became co-portfolio manager of the fund. Ms. Adamson will serve as the interim portfolio manager until on or about July 15, 2014 when Ms. Innes returns from maternity leave and resumes her role as sole portfolio manager.

(d) The fund incepted on May 28, 2013, therefore the range of fund holdings is not yet available.

(e) The fund incepted on October 24, 2013, therefore the range of fund holdings is not yet available.

(f) On October 1, 2013, Paul D. Greene II became the sole portfolio manager of the fund, therefore the range of fund holdings is not yet available.

(g) On May 13, 2013, Daniel Martino became portfolio manager of the fund, therefore the range of fund holdings is not yet available.

(h) On June 30, 2014, J. David Wagner will replace Preston G. Athey as the fund’s portfolio manager.

(i) The fund has not incepted, therefore the range of fund holdings is not yet available.

The following funds may be purchased only by institutional investors.


Fund	Portfolio Manager	Range of Fund Holdings as of Fund’s Fiscal Year^a	All Funds Range as of 12/31/12
Institutional Africa & Middle East	Oliver D.M. Bell	None	None
Institutional Concentrated International Equity	Federico Santilli	None	None
Institutional Core Plus	Brian J. Brennan	None	over $1,000,000
Institutional Emerging Markets Bond	Michael J. Conelius	None	over $1,000,000
Institutional Emerging Markets Equity	Gonzalo Pangaro	None	over $1,000,000
Institutional Floating Rate	Paul M. Massaro	$10,001–$50,000	$500,001–$1,000,000
Institutional Global Focused Growth Equity	David J. Eiswert	None	over $1,000,000
Institutional Global Growth Equity	R. Scott Berg	None	over $1,000,000
Institutional Global Multi-Sector Bond	Steven C. Huber	(b)	$100,001–$500,000
Institutional Global Value Equity	Sebastien Mallet	None	None
Institutional High Yield	Paul A. Karpers	None	over $1,000,000
Institutional International Bond	Ian D. Kelson Christopher J. Rothery	None None	over $1,000,000 $50,001–$100,000
Institutional International Core Equity	Raymond A. Mills	None	over $1,000,000
Institutional International Growth Equity	Robert W. Smith	None	over $1,000,000
Institutional Large Cap Core Growth	Larry J. Puglia	None	over $1,000,000
Institutional Large-Cap Growth	Robert W. Sharps	$500,001–$1,000,000	over $1,000,000
Institutional Large-Cap Value	Mark S. Finn John D. Linehan Brian C. Rogers	None $100,001–$500,000 None	$500,001–$1,000,000 over $1,000,000 over $1,000,000
Institutional Long Duration Credit	David A. Tiberii	(c)	over $1,000,000


Fund	Portfolio Manager	Range of Fund Holdings as of Fund’s Fiscal Year^a	All Funds Range as of 12/31/12
Institutional Mid-Cap Equity Growth	Brian W.H. Berghuis	None	over $1,000,000
Institutional Small-Cap Stock	Gregory A. McCrickard	None	over $1,000,000
Institutional U.S. Structured Research	Anna M. Dopkin	None	over $1,000,000

(b) The fund incepted on October 24, 2013, therefore the range of fund holdings is not yet available.

The following funds are designed for persons residing in the indicated state. The portfolio managers reside in Maryland.


Fund	Portfolio Manager	Range of Fund Holdings as of Fund’s Fiscal Year^a	All Funds Range as of 12/31/12
California Tax-Free Bond	Konstantine B. Mallas	None	over $1,000,000
California Tax-Free Money	Joseph K. Lynagh	None	over $1,000,000
Georgia Tax-Free Bond	Hugh D. McGuirk	None	over $1,000,000
New Jersey Tax-Free Bond	Konstantine B. Mallas	None	over $1,000,000
New York Tax-Free Bond	Konstantine B. Mallas	None	over $1,000,000
New York Tax-Free Money	Joseph K. Lynagh	None	over $1,000,000
Virginia Tax-Free Bond	Hugh D. McGuirk	None	over $1,000,000

The following funds are designed such that a single individual would normally select one fund based on that person’s expected retirement date.


Fund	Portfolio Manager	Range of Fund Holdings as of Fund’s Fiscal Year^a	All Funds Range as of 12/31/12
Retirement 2005	Jerome A. Clark	None	$100,001–$500,000
Retirement 2010	Jerome A. Clark	None	$100,001–$500,000
Retirement 2015	Jerome A. Clark	None	$100,001–$500,000
Retirement 2020	Jerome A. Clark	None	$100,001–$500,000
Retirement 2025	Jerome A. Clark	None	$100,001–$500,000
Retirement 2030	Jerome A. Clark	None	$100,001–$500,000
Retirement 2035	Jerome A. Clark	None	$100,001–$500,000
Retirement 2040 (b)	Jerome A. Clark	None	$100,001–$500,000
Retirement 2045 (b)	Jerome A. Clark	None	$100,001–$500,000
Retirement 2050	Jerome A. Clark	None	$100,001–$500,000
Retirement 2055	Jerome A. Clark	None	$100,001–$500,000
Retirement Income	Jerome A. Clark	None	$100,001–$500,000
Target Retirement 2005	Jerome A. Clark Wyatt A. Lee	(c) (c)	$100,001–$500,000 over $1,000,000
Target Retirement 2010	Jerome A. Clark Wyatt A. Lee	(c) (c)	$100,001–$500,000 over $1,000,000
Target Retirement 2015	Jerome A. Clark Wyatt A. Lee	(c) (c)	$100,001–$500,000 over $1,000,000
Target Retirement 2020	Jerome A. Clark Wyatt A. Lee	(c) (c)	$100,001–$500,000 over $1,000,000

Fund

Portfolio Manager

Range of Fund Holdings
as of Fund’s Fiscal Year^a

All Funds
Range as of
12/31/12

Target Retirement 2025

Jerome A. Clark

Wyatt A. Lee

(c)

$100,001–$500,000

over $1,000,000

Target Retirement 2030

Jerome A. Clark

Wyatt A. Lee

(c)

$100,001–$500,000

over $1,000,000

Target Retirement 2035

Jerome A. Clark

Wyatt A. Lee

(c)

$100,001–$500,000

over $1,000,000

Target Retirement 2040

Jerome A. Clark

Wyatt A. Lee

(c)

$100,001–$500,000

over $1,000,000

Target Retirement 2045

Jerome A. Clark

Wyatt A. Lee

(c)

$100,001–$500,000

over $1,000,000

Target Retirement 2050

Jerome A. Clark

Wyatt A. Lee

(c)

$100,001–$500,000

over $1,000,000

Target Retirement 2055

Jerome A. Clark

Wyatt A. Lee

(c)

$100,001–$500,000

over $1,000,000

(b) The portfolio manager invests in a similarly managed T. Rowe Price common trust fund within the T. Rowe Price 401(k) plan.

The following funds are not available for direct purchase by members of the public.


Fund	Portfolio Manager	Range of Fund Holdings as of Fund’s Fiscal Year^a	All Funds Range as of 12/31/12
Emerging Markets Corporate Multi-Sector Account Portfolio	Michael J. Conelius	None	over $1,000,000
Emerging Markets Local Multi-Sector Account Portfolio	Andrew Keirle	None	None
Floating Rate Multi-Sector Account Portfolio	Paul M. Massaro	None	$500,001–$1,000,000
TRP Government Reserve Investment	Joseph K. Lynagh	None	over $1,000,000
High Yield Multi-Sector Account Portfolio	Mark J. Vaselkiv	None	$500,001–$1,000,000
Inflation Focused Bond	Daniel O. Shackelford	None	over $1,000,000
Investment-Grade Corporate Multi-Sector Account Portfolio	David A. Tiberii	None	over $1,000,000
Mortgage-Backed Securities Multi-Sector Account Portfolio	Andrew C. McCormick	None	over $1,000,000
TRP Reserve Investment	Joseph K. Lynagh	None	over $1,000,000
Short-Term Government Reserve Fund	Joseph K. Lynagh	None	over $1,000,000
Short-Term Reserve Fund	Joseph K. Lynagh	None	over $1,000,000

Portfolio Manager Compensation

Portfolio manager compensation consists primarily of a base salary, a cash bonus, and an equity incentive that usually comes in the form of a stock option grant or restricted stock grant. Compensation is variable and is determined based on the following factors.

Investment performance over 1-, 3-, 5-, and 10-year periods is the most important input. The weightings for these time periods are generally balanced and are applied consistently across similar strategies. T. Rowe Price

(and Price Hong Kong, Price Singapore, and T. Rowe Price International, as appropriate), evaluate performance in absolute, relative, and risk-adjusted terms. Relative performance and risk-adjusted performance are determined with reference to the broad-based index (e.g., S&P 500) and the Lipper index (e.g., Large-Cap Growth) set forth in the total returns table in the fund’s prospectus, although other benchmarks may be used as well. Investment results are also measured against comparably managed funds of competitive investment management firms. The selection of comparable funds is approved by the applicable investment steering committee (as described under the “Disclosure of Fund Portfolio Information” section) and are the same as those presented to the directors of the Price Funds in their regular review of fund performance. Performance is primarily measured on a pretax basis though tax efficiency is considered and is especially important for the Tax-Efficient Equity Fund.

Compensation is viewed with a long-term time horizon. The more consistent a manager’s performance over time, the higher the compensation opportunity. The increase or decrease in a fund’s assets due to the purchase or sale of fund shares is not considered a material factor. In reviewing relative performance for fixed-income funds, a fund’s expense ratio is usually taken into account. Contribution to T. Rowe Price’s overall investment process is an important consideration as well. Sharing ideas with other portfolio managers, working effectively with and mentoring younger analysts, and being good corporate citizens are important components of T. Rowe Price’s long-term success and are highly valued.

All employees of T. Rowe Price, including portfolio managers, participate in a 401(k) plan sponsored by T. Rowe Price Group. In addition, all employees are eligible to purchase T. Rowe Price common stock through an employee stock purchase plan that features a limited corporate matching contribution. Eligibility for and participation in these plans is on the same basis as for all employees. Finally, all vice presidents of T. Rowe Price Group, including all portfolio managers, receive supplemental medical/hospital reimbursement benefits.

This compensation structure is used for all portfolios managed by the portfolio manager.

Assets Under Management

The following table sets forth the number and total assets of the mutual funds and accounts managed by the Price Funds’ portfolio managers as of the most recent fiscal year end of the funds they manage, unless otherwise indicated. All of the assets of the funds that have multiple portfolio managers are shown as being allocated to all managers of those funds. There are no accounts for which the advisory fee is based on the performance of the account.


	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
Portfolio Manager	Number	Total Assets	Number	Total Assets	Number	Total Assets
Kennard Allen	3	$2,945,645,557	—	—	—	—
Christopher D. Alderson	1	822,222,125	1	$26,392,026	—	—
Preston G. Athey	8	9,874,119,816	2	98,907,042	9	$497,326,614
E. Frederick Bair	6	17,325,287,796	2	3,099,606,427	1	982,580,736
P. Robert Bartolo	11	37,856,702,524	1	956,013,031	8	1,216,637,138
Peter J. Bates(a)	—	—	—	—	—	—
Oliver D.M. Bell	2	293,132,041	1	25,485,019	—	—
R. Scott Berg	2	173,681,770	9	1,448,348,101	6	1,457,966,190
Brian W.H. Berghuis	8	26,975,861,756	2	236,697,344	7	993,150,648
Brian J. Brennan	5	1,154,093,774	4	1,930,567,375	13	3,004,566,477
Jerome A. Clark	54	96,600,362,738	27	9,518,527,376	5	2,866,436,604
Michael J. Conelius	11	4,977,776,457	7	7,916,632,754	1	213,134,205
Jose Costa Buck	1	1,764,058,316	2	260,812,649	1	235,118,369
Anna M. Dopkin	8	7,448,913,228	5	8,751,202,324	50	13,362,434,424
Donald J. Easley	—	—	—	—	2	39,666,111
David J. Eiswert	9	1,957,670,724	10	1,834,300,660	10	4,107,368,479


	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
Portfolio Manager	Number	Total Assets	Number	Total Assets	Number	Total Assets
Henry M. Ellenbogen	1	9,747,598,924	3	1,094,755,239	8	1,130,654,655
Mark S. Finn	8	20,692,435,163	4	1,281,268,194	28	3,708,531,827
David R. Giroux	5	22,436,565,986	1	157,535,571	—	—
Paul D. Greene II(b)	—	—	—	—	—	—
M. Campbell Gunn	1	159,459,080	3	214,834,304	1	26,849,748
Charles B. Hill	3	4,614,958,190	2	319,332,667	5	1,836,955,868
Steven C. Huber	1	294,594,754	—	—	2	218,559,424
Thomas J. Huber	3	4,750,764,566	1	210,924,124	—	—
Leigh Innes	1	421,348,635	—	—	—	—
Paul A. Karpers	4	3,652,455,788	1	528,905	9	2,962,363,286
Andrew Keirle	3	91,094,770	1	14,688,214	—	—
Ian D. Kelson	6	5,173,309,003	11	372,861,759	—	—
Robert M. Larkins	1	866,846,536	2	1,586,310,715	1	103,455,070
David M. Lee	3	3,844,996,869	1	44,688,264	2	162,989,625
Wyatt A. Lee	1	1,166,840,183	—	—	2	109,267,072
John D. Linehan	1	1,048,226,550	—	—	—	—
Anh Lu	1	4,528,601,534	3	970,184,105	2	586,527,703
Joseph K. Lynagh	13	35,227,411,123	2	1,085,360,935	8	294,379,232
Konstantine B. Mallas	5	5,244,805,203	—	—	4	90,456,567
Sebastien Mallet	1	7,546,197	—	—	—	—
Daniel Martino	2	2,456,734,596	—	—	—	—
Paul M. Massaro	3	2,999,906,652	—	—	—	—
Jonathan H.W. Matthews	1	5,785,723,316	—	—	—	—
Susanta Mazumdar	1	42,375,875	—	—	—	—
Andrew C. McCormick	4	2,035,389,611	—	—	2	17,561,207
Gregory A. McCrickard	4	8,543,531,588	3	911,704,005	4	373,430,177
Hugh D. McGuirk	3	3,422,921,080	—	—	10	525,206,002
Raymond A. Mills	3	6,381,582,555	2	564,364,888	3	933,351,687
James M. Murphy	1	2,620,998,863	—	—	—	—
Sudhir Nanda	3	1,313,533,691	—	—	—	—
Gonzalo Pangaro	3	7,876,379,117	4	3,764,840,566	6	2,945,195,480
Timothy E. Parker	3	5,920,906,669	2	202,067,714	7	506,693,410
Donald J. Peters	5	1,430,039,253	—	—	16	1,474,241,710
Larry J. Puglia	9	22,866,155,119	2	130,212,855	19	4,875,168,650
Brian C. Rogers	12	36,301,846,590	2	1,394,928,954	10	1,716,612,512
Christopher J. Rothery	3	213,152,828	1	(8,524,821)	2	7,014,065
Jeffrey Rottinghaus	1	47,464,336	2	209,437,559	—	—
Federico Santilli	1	7,913,564	—	—	—	—
Daniel O. Shackelford	6	23,827,415,889	4	3,405,041,607	16	2,800,958,591
Robert W. Sharps	7	10,180,469,874	5	3,638,716,931	46	15,125,634,370
Charles M. Shriver	19	21,484,066,408	5	1,779,588,990	10	606,780,849
Neil Smith	1	375,880,706	—	—	—	—
Robert W. Smith	4	9,870,204,723	2	581,218,272	2	233,421,210
Joshua K. Spencer	2	808,189,711	1	270,273,258	1	59,114,366
Taymour R. Tamaddon	6	6,379,566,677	—	—	1	109,794,611


	Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
Portfolio Manager	Number	Total Assets	Number	Total Assets	Number	Total Assets
Dean Tenerelli	1	702,955,134	1	16,083,634	—	—
Justin Thomson	1	2,776,321,085	1	14,734,756	2	68,673,132
David A. Tiberii	6	7,001,409,066	4	963,421,347	9	2,758,773,994
Ken D. Uematsu	4	16,673,366,718	4	3,099,606,427	2	1,036,792,237
Mark J. Vaselkiv	4	9,663,718,916	5	3,221,235,802	8	2,278,016,546
Eric L. Veiel	1	386,301,065	—	—	—	—
David J. Wallack	3	10,691,111,245	1	65,101,021	2	162,502,411
Hiroshi Watanabe	—	—	—	—	—	—
Edward A. Wiese	7	12,083,330,466	2	1,757,660,250	20	3,952,791,409
Ernest C. Yeung	—	—	—	—	—	—

(a) The individual assumed sole portfolio management responsibilities of a mutual fund on October 24, 2013. The information on accounts managed is not yet available.

(b) The individual assumed sole portfolio management responsibilities of a mutual fund on October 1, 2013. The information on accounts managed is not yet available.

Conflicts of Interest

Portfolio managers at T. Rowe Price and its affiliates typically manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, and foundations), offshore funds and common trust funds. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices, and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio. T. Rowe Price and its affiliates have adopted brokerage and trade allocation policies and procedures which they believe are reasonably designed to address any potential conflicts associated with managing multiple accounts for multiple clients. Also, as disclosed under the “Portfolio Manager Compensation” section, the portfolio managers’ compensation is determined in the same manner with respect to all portfolios managed by the portfolio manager. Please see the “Portfolio Transactions” section of this SAI for more information on our brokerage and trade allocation policies.

T. Rowe Price funds may, from time to time, own shares of Morningstar, Inc. Morningstar is a provider of investment research to individual and institutional investors, and publishes ratings on mutual funds, including the Price Funds. T. Rowe Price manages the Morningstar retirement plan and T. Rowe Price and its affiliates pay Morningstar for a variety of products and services. In addition, Morningstar may provide investment consulting and investment management services to clients of T. Rowe Price or its affiliates.

PRINCIPAL HOLDERS OF SECURITIES

As of the date indicated, the directors, executive officers, and advisory board members of the funds, as a group, owned less than 1% of the outstanding shares of any fund (or class), except as shown in the following table.


Fund	%*
Africa & Middle East	1.2
Emerging Markets Local Currency Bond	2.1
Institutional Floating Rate Fund–F Class	1.2
Global Growth Stock	5.7


Fund	%*
Global Stock	2.3
Maryland Short-Term Tax-Free Bond	2.5
Maryland Tax-Free Bond	1.0
Summit Cash Reserves	1.3
Summit Municipal Money Market	1.4
Tax-Exempt Money	1.7
Tax-Efficient Equity	6.4
U.S. Large-Cap Core	3.2

* Based on December 31, 2012, data for the directors and advisory board members and August 31, 2013, for the executive officers.

As of September 30, 2013, the following shareholders of record owned more than 5% of the outstanding shares of the indicated funds and/or classes.


Fund	Shareholder	%
Africa & Middle East	National Financial Services for the Exclusive Benefit of Our Customers 499 Washington Boulevard F1oor 5 Jersey City, New Jersey 07310 University of Arkansas Foundation, Inc. 535 Research Center Boulevard, Suite 120 Fayetteville, Arkansas 72701	5.36 9.69
Balanced	T. Rowe Price Trust Company Attn.: TRPS Institutional Control Department P.O. Box 17215 Baltimore, Maryland 21297	37.87(c)
Blue Chip Growth	Edward D. Jones & Company Shareholder Accounting Attn.: Mutual Fund 12555 Manchester Road Saint Louis, Missouri 63131 National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Retirement Plan Services Blue Chip Growth Fund Attn.: Asset Reconciliations P.O. Box 17215 Baltimore, Maryland 21297	10.59 12.95 9.30
Blue Chip Growth Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account Attn.: Mutual Fund Department 211 Main Street San Francisco, California 94105 National Financial Services for the Exclusive Benefit of Our Customers	14.48 17.82


Fund	Shareholder	%
Blue Chip Growth Fund–R Class	American United Life Separate Account II Attn.: Separate Accounts P.O. Box 368 Indianapolis, Indiana 46206 Emjay Corp Cust FBO Plans of RPSA Customers c/o Great West 8515 East Orchard Road 2T2 Greenwood Village, Colorado 80111 ING Life Insurance & Annuity Company 1 Orange Way B3N Windsor, Connecticut 06095 Nationwide Trust Company FSB c/o IPO Portfolio Accounting P.O. Box 182029 Columbus, Ohio 43218 NFS LLC FEBO State Street Bank & Trust Company Trustee Various Retirement Plans 440 Mamaroneck Avenue Harrison, New York 10528 State Street Corporation Trustee FBO ADP Access 1 Lincoln Street Boston, Massachusetts 02111	5.79 5.46 5.56 5.56 11.26 14.76
California Tax-Free Bond	Charles Schwab & Company, Inc. Reinvest Account National Financial Services for the Exclusive Benefit of Our Customers	6.06 8.60
California Tax-Free Money	Georgette O’Connor Day TR Georgette O’Connor Day Trust Los Angeles, California	12.20
Capital Appreciation	Charles Schwab & Company, Inc. Reinvest Account National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC 1 Pershing Plaza Jersey City, New Jersey 07399	10.18 9.85 6.29
Capital Appreciation Fund–Advisor Class	Ameritas Life Insurance Corporation Separate Account G 5900 O Street Lincoln, Nebraska 68510 Charles Schwab & Company, Inc. Reinvest Account National Financial Services for the Exclusive Benefit of Our Customers	8.03 27.81(a) 24.57


Fund	Shareholder	%
Capital Opportunity	McWood & Company P.O. Box 29522 Raleigh, North Carolina 27626 National Financial Services for the Exclusive Benefit of Our Customers	42.99(a) 9.65
Capital Opportunity Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account Reliance Trust Company FBO Retirement Plans Serviced by Metlifec/o Fascore LLC 8515 East Orchard Road 2T2 Greenwood Village, Colorado 80111	26.88(a) 53.59(a)
Capital Opportunity Fund–R Class	Capital Bank & Trust Company Trustee FBO Jeff Wyler Auto Family Inc. RSP 401(k) 8515 East Orchard Road, 2T2 Greenwood Village, Colorado 80111 Capital Bank & Trust Company Trustee FBO Machinery System Inc. Employees PSP Charles Schwab & Company, Inc. Reinvest Account FIIOC as Agent FBO Porterfield, Harper & Mills P.A. 100 Magellan Way #KW1C Covington, Kentucky 41015 FIIOC as Agent FBO Shepherd Electric Co., Inc. Nationwide Trust Company FSB c/o IPO Portfolio Accounting NFS LLC FEBO Reliance Trust Company TTEE/CUST For TRS FBO Various Retirement Plans 1150 South Olive Street Los Angeles, California 90015	5.90 11.09 10.00 5.47 40.81(a) 7.15 6.96
Corporate Income	Spectrum Income Fund T. Rowe Price Associates Attn.: Fund Accounting Department 100 East Pratt Street Baltimore, Maryland 21202	46.11(d)
Diversified Small-Cap Growth	Pershing LLC SEI Private Trust Company c/o Suntrust Bank Attn.: Mutual Funds 1 Freedom Valley Drive Oaks, Pennsylvania 19456	10.14 20.28


Fund	Shareholder	%
Dividend Growth	Edward D. Jones & Company Shareholder Accounting Attn.: Mutual Fund MLPF&S for the Sole Benefit of Its Customers 4800 Deerlake Drive East, 3^rd Floor Jacksonville, Florida 32246 National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Trust Company Dividend Growth Fund (DGF) Attn.: Asset Reconciliation	12.63 9.92 23.45 5.10
Dividend Growth Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account National Financial Services for the Exclusive Benefit of Our Customers Wells Fargo Bank FBO Various Retirement Plans 1525 West WT Harris Boulevard Charlotte, North Carolina 28288	9.56 64.10(a) 6.80
Emerging Europe	National Financial Services for the Exclusive Benefit of Our Customers	8.29
Emerging Markets Bond	Retirement Portfolio 2010 T. Rowe Price Associates Attn.: Fund Accounting Department 100 East Pratt Street Baltimore, Maryland 21202 Retirement Portfolio 2015 T. Rowe Price Associates Attn.: Fund Accounting Department 100 East Pratt Street Baltimore, Maryland 21202 Retirement Portfolio 2020 T. Rowe Price Associates Attn.: Fund Accounting Department 100 East Pratt Street Baltimore, Maryland 21202 Retirement Portfolio 2025 T. Rowe Price Associates Attn.: Fund Accounting Department 100 East Pratt Street Baltimore, Maryland 21202 Retirement Portfolio 2030 T. Rowe Price Associates Attn.: Fund Accounting Department 100 East Pratt Street Baltimore, Maryland 21202 Spectrum Income Fund T. Rowe Price Associates Attn.: Fund Accounting Department	5.68 6.88 12.98 6.40 7.22 17.04


Fund	Shareholder	%
Emerging Markets Corporate Bond	McWood & Company T. Rowe Price Associates Attn.: Financial Reporting Department100 East Pratt Street Baltimore, Maryland 21202	52.38(a) 22.86(e)
Emerging Markets Corporate Bond Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account MLPF&S for the Sole Benefit of Its Customers T. Rowe Price Associates Attn.: Financial Reporting Department	6.80 8.26 83.58(e)
Emerging Markets Corporate Multi-Sector Account Portfolio	CBE of New Brunswick 440 King Street Suite 680 Fredericton, NB E3B 5H8 Canada Illinois Student Assistance Commission Attn.: Kent Custer 1755 Lake Cook Road Deerfield, Illinois 60015 St. Paul Teachers Retirement Fund Association Attn.: Paul Doane, Executive Director 1619 Dayton Avenue Suite 309 Saint Paul, Minnesota 55104 T. Rowe Price Associates Attn.: Financial Reporting Department	28.65(a) 10.67 13.56 42.97(e)
Emerging Markets Stock	National Financial Services for the Exclusive Benefit of Our Customers Retirement Portfolio 2020 Retirement Portfolio 2025 Retirement Portfolio 2030 Retirement Portfolio 2035 T. Rowe Price Associates Attn.: Fund Accounting Department 100 East Pratt Street Baltimore, Maryland 21202 Retirement Portfolio 2040 T. Rowe Price Associates Attn.: Fund Accounting Department 100 East Pratt Street Baltimore, Maryland 21202	8.68 9.92 6.78 10.95 5.54 8.09
Emerging Markets Local Currency Bond	T. Rowe Price Associates Attn.: Financial Reporting Department	19.60
Emerging Markets Local Currency Bond Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account T. Rowe Price Associates Attn.: Financial Reporting Department	61.85(a) 29.99(e)
Emerging Markets Local Multi-Sector Account Portfolio	CBE of New Brunswick St. Paul Teachers Retirement Fund Association Attn.: Paul Doane, Executive Director T. Rowe Price Associates Attn.: Financial Reporting Department	53.57(a) 21.75 22.46


Fund	Shareholder	%
Equity Income	Charles Schwab & Company, Inc. Reinvest Account Edward D. Jones & Company Shareholder Accounting Attn.: Mutual Fund National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Trust Company Attn.: TRPS Institutional Control Department	5.06 6.78 9.42 11.79
Equity Income Fund–Advisor Class	John Hancock Life Insurance USA RPS Trading Ops 601 Congress Street Boston, Massachusetts 02210 National Financial Services for the Exclusive Benefit of Our Customers	23.26 34.25(a)
Equity Income Fund–R Class	American United Life Separate Account II DCGT as Trustee and/or Custodian FBO Principal Financial Group Qualified Print Advertising Omnibus Attn.: NPI0 Trade Desk 711 High Street Des Moines, Iowa 50392 Hartford Life Insurance Company Separate Account Attn.: UIT Operations P.O. Box 2999 Hartford, Connecticut 06104 Nationwide Trust Company FSB c/o IPO Portfolio Accounting	21.05 8.13 6.65 5.90
Equity Index 500	Retirement Portfolio 2010 Retirement Portfolio 2015 Retirement Portfolio 2020 Retirement Portfolio 2025 Retirement Portfolio 2030	8.18 9.73 17.89 8.85 10.10
European Stock	Charles Schwab & Company, Inc. Reinvest Account Pershing LLC Spectrum International Fund T. Rowe Price Associates Attn.: Fund Accounting Department 100 East Pratt Street Baltimore, Maryland 21202	7.21 10.38 20.59
Extended Equity Market Index	TD Ameritrade, Inc. FBO Our Customers P.O. Box 2226 Omaha, Nebraska T. Rowe Price Trust Company Attn.: TRPS Institutional Control Department	6.32 11.82


Fund	Shareholder	%
Financial Services	Vanguard Fiduciary Trust Company T. Rowe Price Retail Class Funds Attn.: Outside Funds P.O. Box 2600 VM 613 Valley Forge, Pennsylvania 19482	18.33
Floating Rate	Genworth Financial Trust Company FBO Genworth Financial Wealth Mgmt.& Mutual Clients & FBO Other Custodial Clients 3200 North Central Avenue Floor 6 Phoenix, Arizona 85012 National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC TD Ameritrade, Inc. FBO Our Customers T. Rowe Price Associates Attn.: Financial Reporting Department	13.48 6.89 6.27 5.63 9.54
Floating Rate Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account JP Morgan Clearing Corporation Omnibus Account for the Exclusive Benefit of Customers 3 Chase Metrotech Center, 3^rd Floor Mutual Fund Department Brooklyn, New York 11245 National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC	26.45(a) 16.64 9.14 35.90(a)
Floating Rate Multi-Sector Account Portfolio	CBE of New Brunswick Illinois Student Assistance Commission Attn.: Kent Custer T. Rowe Price Associates Attn.: Financial Reporting Department	39.21(a) 7.59 50.34(e)
Georgia Tax-Free Bond	Charles Schwab & Company, Inc. Reinvest Account National Financial Services for the Exclusive Benefit of Our Customers	17.33 19.27
Global Allocation Fund	T. Rowe Price Associates Attn.: Financial Reporting Department	51.23(e)
Global Allocation Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account T. Rowe Price Associates Attn.: Financial Reporting Department	46.15(a) 47.88(e)


Fund	Shareholder	%
Global Growth Stock	San Gabriel III LLC 6506 Montrose Avenue Baltimore, Maryland 21212 T. Rowe Price Associates Attn.: Financial Reporting Department Trustees of T. Rowe Price U.S. Retirement Program Attn.: Financial Reporting Department P.O. Box 89000 Baltimore, Maryland 21289	6.05 11.17 8.81
Global Growth Stock Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account Pershing LLC T. Rowe Price Associates Attn.: Financial Reporting Department	7.51 10.43 67.87(e)
Global Infrastructure	T. Rowe Price Associates Attn.: Financial Reporting Department	13.96
Global Infrastructure Fund–Advisor Class	National Financial Services for the Exclusive Benefit of Our Customers SEI Private Trust Company c/o Citigroup Commissionable Attn.: Mutual Fund Administration TD Ameritrade, Inc. FBO Our Customers T. Rowe Price Associates Attn.: Financial Reporting Department	39.58(a) 21.19 7.34 24.64
Global Real Estate	Charles Schwab & Company, Inc. Reinvest Account Pershing LLC TD Ameritrade, Inc. FBO Our Customers T. Rowe Price Associates Attn.: Financial Reporting Department	7.57 13.98 11.83 5.55
Global Real Estate Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account Great-West Trust Company Employee Benefits Clients 401(k) 8515 East Orchard Road 2T2 Greenwood Village, Colorado 80111 National Financial Services for the Exclusive Benefit of Our Customers	44.06(a) 8.68 29.62(a)
Global Stock	JPMorgan as Directed Trustee for Ernst & Young Defined Benefit Retirement Plan Trust Attn.: Phyllis Mancini 4 New York Plaza, Floor 15 New York, New York 10004 T. Rowe Price Retirement Plan Services, Inc. Omnibus Plan	14.79 9.28


Fund	Shareholder	%
Global Stock Fund–Advisor Class	FIIOC as Agent FBO REDAPT Systems Inc. 401(k) PSP National Financial Services for the Exclusive Benefit of Our Customers	26.90(a) 41.01(a)
Global Technology	MLPF&S for the Sole Benefit of Its Customers National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC	7.03 6.98 5.72
GNMA	Spectrum Income Fund T. Rowe Price Associates Attn.: Fund Accounting Department	38.98(d)
TRP Government Reserve Investment	Barnaclesailc/o T. Rowe Price Associates Attn.: Mid-Cap Growth Fund Bridgesail & Co. c/o T. Rowe Price Associates Attn.: Science & Technology Fund T. Rowe Price Retirement Plan Services, Inc. Attn.: RPS Cash Group 4555 Painters Mill Road Owings Mills, Maryland 21117	49.24(d) 17.67 9.49
Growth & Income	T. Rowe Price Trust Company Attn.: TRPS Institutional Control Department	7.14
Growth Stock	Charles Schwab & Company, Inc. Reinvest Account National Financial Services for the Exclusive Benefit of Our Customers Retirement Portfolio 2020 Retirement Portfolio 2025 Retirement Portfolio 2030 Retirement Portfolio 2035 Retirement Portfolio 2040 T. Rowe Price Trust Company Attn.: TRPS Institutional Control Department	5.99 8.83 6.36 5.27 9.69 5.32 7.99 6.55
Growth Stock Fund–Advisor Class	ICMA Retirement Trust 777 North Capitol Street NE, Suite 600 Washington, D.C. 20002 National Financial Services for the Exclusive Benefit of Our Customers	6.00 33.15(a)


Fund	Shareholder	%
Growth Stock Fund–R Class	Hartford Life Insurance Company Separate Account Attn.: UIT Operations Nationwide Trust Company FSB c/o IPO Portfolio Accounting State Street Corporation Trustee FBO ADP Access Suntrust Bank FBO Various Suntrust Omnibus Accounts 8515 East Orchard Road 2T2 Greenwood Village, Colorado 80111	6.73 5.90 11.23 13.25
Health Sciences	Charles Schwab & Company, Inc. Reinvest Account John Hancock Life Insurance Company USA National Financial Services for the Exclusive Benefit of Our Customers	7.02 9.24 8.39
High Yield	Edward D. Jones & Company Shareholder Accounting Attn.: Mutual Fund Retirement Portfolio 2020 Spectrum Income Fund T. Rowe Price Associates Attn.: Fund Accounting Department	7.38 7.21 15.11
High Yield Fund–Advisor Class	National Financial Services for the Exclusive Benefit of Our Customers	89.24(a)
High Yield Multi-Sector Account Portfolio	Baltimore Equitable Insurance Attn.: Sharon V. Woodward 100 North Charles Street Baltimore, Maryland 21201 Illinois Student Assistance Commission Attn.: Kent Custer St. Paul Teachers Retirement Fund Association Attn.: Paul Doane, Executive Director T. Rowe Price Associates Attn.: Financial Reporting Department	9.66 22.82 24.67 42.85(e)
Inflation Focused Bond	Retirement Portfolio 2010 Retirement Portfolio 2015 Retirement Portfolio 2020 Retirement Portfolio 2025 Retirement Income Portfolio T. Rowe Price Associates Attn.: Fund Accounting Department 100 East Pratt Street Baltimore, Maryland 21202	16.21 14.38 18.97 5.77 19.80
Inflation Protected Bond	T. Rowe Price Retirement Plan Services, Inc. Omnibus Account Inflation Protected Bond	8.21


Fund	Shareholder	%
Institutional Africa & Middle East	Crystal Bridges Museum of American Art Inc. 600 Museum Way Bentonville, Arkansas 72712 John S. and James L. Knight Foundation Wachovia Financial Center, Suite 3300 200 South Biscayne Boulevard Miami, Florida 33131 National Financial Services for the Exclusive Benefit of Our Customers Northern Trust As Custodian FBO John E. Fetzer Institute P.O. Box 92956 Chicago, Illinois 60675 SEI Private Trust Company c/o Mellon Bank	9.65 15.10 57.11(a) 5.23 5.96
Institutional Concentrated International Equity	T. Rowe Price Associates Attn.: Financial Reporting Department	100.00(e)
Institutional Core Plus	JPMorgan Chase Bank Trustee for The State of California Savings Plus Program 4 New York Plaza, Floor 15 New York, New York 10004 Janette Stump, James Carney & Howard Kline, Trustees Special Metals Corporation Retiree Benefit Trust 60 Boulevard of the Allies, Floor 5 Pittsburgh, Pennsylvania 15222 National Financial Services for the Exclusive Benefit of Our Customers The Church Foundation 240 South 4^th Street Philadelphia, Pennsylvania 19106 T. Rowe Price Associates Attn.: Financial Reporting Department	16.65 11.08 46.42(a) 11.80 5.99
Institutional Emerging Markets Bond	Charles Schwab & Company, Inc. Reinvest Account Ladybird & Company c/o T. Rowe Price Associates Attn.: Personal Strategy Income Fund Ladybug & Company c/o T. Rowe Price Associates Attn.: Personal Strategy Balanced Fund Lakeside & Company c/o T. Rowe Price Associates Attn.: Personal Strategy Growth Fund National Financial Services for the Exclusive Benefit of Our Customers Rockyledge & Company c/o T. Rowe Price Associates Attn.: Strategic Income Fund	14.15 27.29(d) 27.81(d) 8.87 6.00 5.25


Fund	Shareholder	%
Institutional Emerging Markets Equity	Goldman Sachs & Company Exclusive Benefit of Customers 85 Broad Street New York, New York 10004 Ladybug & Company Lakeside & Company Mac & Company Attn.: Mutual Fund Operations P.O. Box 3198 Pittsburgh, Pennsylvania 15230 National Financial Services for the Exclusive Benefit of Our Customers Wells Fargo Bank NA FBO Omnibus Account	9.23 7.26 6.82 7.01 19.24 6.66
Institutional Floating Rate	Charles Schwab & Company, Inc. Special Custody Account FBO Customers DPERS-Floating Rate Fund Account Attn.: Linda Drew Ashford Consulting Group 1 Walkers Mill Road P.O. Box 4644 Wilmington, Delaware 19807 National Financial Services for the Exclusive Benefit of Our Customers Seamile & Company c/o T. Rowe Price Associates Attn.: Capital Appreciation Fund Taskforce & Company c/o T. Rowe Price Associates Attn.: Equity Income Fund Tuna & Company c/o T. Rowe Price Associates Attn.: New Income Fund	6.77 17.04 11.61 8.31 9.39 15.16
Institutional Floating Rate Fund–F Class	Mac & Company Attn.: Mutual Fund Operations	8.34
Institutional Global Focused Growth Equity	Mac & Company Attn.: Mutual Fund Operations National Financial Services for the Exclusive Benefit of Our Customers SEI Private Trust Company c/o SunTrust Bank	54.06(a) 37.42(a) 8.52

100


Fund	Shareholder	%
Institutional Global Growth Equity	Croda Inc. Defined Benefit Plan Master TR c/o State Street Bank and Trust Company Attn.: Steve Chiles 801 Pennsylvania Avenue Tower 1 – 5^th Floor Kansas City, Missouri 64105 Longwood Foundation Inc. 100 West 10^th Street Wilmington, Delaware 19801 State Street Bank & Trust Company as Trustee for Master Trust for Defined Benefit Plans of Syngenta Corporation 801 Pennsylvania Avenue Kansas City, Missouri 64105 T. Rowe Price Associates Attn.: Financial Reporting Department	6.07 53.30(a) 26.83(a) 7.88
Institutional Global Value Equity	T. Rowe Price Associates Attn.: Financial Reporting Department	100.00(e)
Institutional High Yield	Bread & Company c/o T. Rowe Price Associates Attn.: Balanced Fund Goldman Sachs & Company Exclusive Benefit of Customers National Financial Services for the Exclusive Benefit of Our Customers Tuna & Company	5.63 21.84 25.46(a) 13.10
Institutional International Bond	Ladybird & Company Ladybug & Company Lakeside & Company National Financial Services for the Exclusive Benefit of Our Customers	33.17(d) 33.71(d) 11.10 5.98
Institutional International Core Equity	Dekalb County Pension Plan 1300 Commerce Drive, 4^th Floor Decatur, Georgia 30030	99.30(a)

101


Fund	Shareholder	%
Institutional International Growth Equity	Brics & Company FBO Link Belt Pension–T. Rowe Price 14201 North Dallas Parkway 13th Floor Dallas, Texas 75254 BNA Foreign Equity Fund Attn.: Paul Blakely 1801 South Bell Street Arlington, Virginia 22202 State Street Bank & Trust Company Custodian Houston Metro Transit Authority Fund–MTA Union 805 Pennsylvania Avenue Tower 2 - 5th Floor Kansas City, Missouri 64105 State Street Bank & Trust Company Custodian Houston Metro Transit Authority Fund–MTA Non-Union The Church Foundation	11.92 15.74 27.78(a) 21.22 9.32
Institutional Large-Cap Core Growth	Great-West Trust Company Retirement Plans 8515 East Orchard Road 2T2 Greenwood Village, Colorado 80111 Mercer Trust Co. Trustee FBO The Mallinckrodt Pharmaceutical Retirement Savings and Investment Plan 1 Investors Way Attn.: DC Plan Admin Norwood, Massachusetts 02062 National Financial Services for the Exclusive Benefit of Our Customers PIMS/Prudential Retirement as Nominee for the Trustee/Custodian Union Bank 401(k) Plan 400 California Street, Floor 10 San Francisco, California 94104 State Street Corporation Trustee FBO Hallmark Cards, Inc. 2 Avenue de Lafayette Boston, Massachusetts 02111	7.62 8.18 20.51 9.97 7.17

102


Fund	Shareholder	%
Institutional Large-Cap Growth	Bank of America NA Trustee for The Bank of America 401(k) Plan 700 Louisiana Street Houston, Texas 77002 Charles Schwab & Company, Inc. Reinvest Account Edward D. Jones & Company For the Benefit of Customers MLPF&S for the Sole Benefit of Its Customers National Financial Services for the Exclusive Benefit of Our Customers SEI Private Trust Company c/o Suntrust Bank	12.57 5.95 8.44 7.89 12.36 5.59
Institutional Large-Cap Value	Charles Schwab & Company, Inc. Reinvest Account JP Morgan Chase Bank NA Trustee/Custodian for TIAA-CREF Retirement Plans National Financial Services for the Exclusive Benefit of Our Customers Prudential Bank & Trust FSB Trustee New York Metro Transit Authority Attn.: Andrew F. Levesque 280 Trumbull Street One Commercial Plaza Hartford, Connecticut 06103	12.23 5.18 33.68(a) 9.18
Institutional Long Duration Credit	T. Rowe Price Associates Attn.: Financial Reporting Department	100.00(e)

103


Fund	Shareholder	%
Institutional Mid-Cap Equity Growth	JP Morgan Chase Trustee FBO Pearson Inc. Retirement Plan c/o JP Morgan RPS Management Reporting Team 11500 Outlook Street Overland Park, Kansas 66211 Kentucky Public Employees Deferred Compensation Authority c/o Nationwide as Custodian & Recordkeeper IPO Portfolio Accounting P.O. Box 182029 Columbus, Ohio 43218 Mac & Company Attn.: Mutual Fund Operations National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Retirement Plan Services, Inc. Omnibus DST TRP Institutional Mid-Cap Equity Growth Vanguard Fiduciary Trust Company T. Rowe Institutional Class Attn.: Outside Funds/Scott Gellert Wells Fargo Bank FBO Lowes 401(k) Plan	6.86 6.75 5.53 23.59 16.99 6.19 5.53
Institutional Small-Cap Stock	National Financial Services for the Exclusive Benefit of Our Customers PIMS/Prudential Retirement As Nominee for The Trustee/Custodian Union Bank 401(k) Plan Vanguard Fiduciary Trust Company T. Rowe Price Institutional Class Attn.: Outside Funds/Scott Gellert	64.43(a) 7.62 15.34
Institutional U.S. Structured Research	McWood & Company National Financial Services for the Exclusive Benefit of Our Customers The Harry and Jeanette Weinberg Foundation, Inc. 7 Park Center Court Owings Mills, Maryland 21117 Wells Fargo Bank NA FBO UCARE Minnesota Wells Fargo Bank NA FBO PHP - T. Rowe Price Institutional Structured Research	7.50 31.68(a) 6.48 5.14 7.27

104


Fund	Shareholder	%
International Bond	Edward D. Jones & Company Shareholder Accounting Attn.: Mutual Fund National Financial Services for the Exclusive Benefit of Our Customers Retirement Portfolio 2020 Spectrum Income Fund T. Rowe Price Associates Attn.: Fund Accounting Department	18.22 7.55 8.77 14.47
International Bond Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account ING National Trust 1 Orange Way B3N Windsor, Connecticut 06095 Morgan Stanley Smith Barney Harborside Financial Center Plaza 2, 3^rd Floor Jersey City, New Jersey 07311 National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC	8.06 5.46 39.70(a) 8.74 11.25
International Discovery	Charles Schwab & Company, Inc. Reinvest Account Edward D. Jones & Company for the Benefit of Customers National Financial Services for the Exclusive Benefit of Our Customers Vanguard Fiduciary Trust Company T. Rowe Price Retail Class Funds Attn.: Outside Funds	8.18 5.56 9.75 11.26
International Equity Index	T. Rowe Price Retirement Plan Services, Inc. Omnibus New Business Conv. Assets	15.60
International Growth & Income	Retirement Portfolio 2015 Retirement Portfolio 2020 Retirement Portfolio 2025 Retirement Portfolio 2030 Retirement Portfolio 2035 Retirement Portfolio 2040 Spectrum Growth Fund T. Rowe Price Associates Attn.: Fund Accounting Department	5.55 14.34 9.82 15.77 8.03 11.62 6.06

105


Fund	Shareholder	%
International Growth & Income Fund–Advisor Class	American United Life American Unit Investment Trust National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC State Street Corporation Trustee FBO ADP Access	7.09 8.63 27.48(a) 28.03(a)
International Growth & Income Fund–R Class	American United Life Separate Account II DCGT as Trustee and/or Custodian FBO Principal Financial Group Qualified Print Advertising Omnibus Attn.: NPIO Trade Desk Emjay Corp Cust FBO Plans of RPSA Customers c/o Great West Nationwide Trust Company FSB c/o IPO Portfolio Accounting Saxon & Company P.O.Box 7780-1888 Philadelphia, Pennsylvannia 19182 State Street Corporation Trustee FBO ADP Access	14.10 7.02 5.51 7.72 5.05 33.49(a)
International Stock	Edward D. Jones & Company for the Benefit of Customers Retirement Portfolio 2020 Retirement Portfolio 2025 Retirement Portfolio 2030 Retirement Portfolio 2035 Retirement Portfolio 2040	9.14 9.23 6.30 10.16 5.18 7.54
International Stock Fund–Advisor Class	National Financial Services for the Exclusive Benefit of Our Customers	86.71(a)
International Stock Fund–R Class	American United Life American Unit Trust American United Life Separate Account II Capital Bank & Trust Company Trustee c/o Fascore LLC PATTCO LLC 401(k) DCGT as Trustee and/or Custodian FBO Principal Financial Group Qualified Print Advertising Omnibus Attn.: NPI0 Trade Desk Nationwide Trust Company FSB c/o IPO Portfolio Accounting	10.68 40.50(a) 10.95 5.76 9.97

106


Fund	Shareholder	%
Investment-Grade Corporate Multi-Sector Account Portfolio	Baltimore Equitable Insurance Attn.: Sharon V. Woodward CBE of New Brunswick Illinois Student Assistance Commission Attn.: Kent Custer St. Paul Teachers Retirement Fund Association Attn.: Paul Doane, Executive Director T. Rowe Price Associates Attn.: Financial Reporting Department	10.10 30.52(a) 26.96(a) 12.05 20.37
Japan	Morgan Stanley Smith Barney Spectrum International Fund T. Rowe Price Associates Attn.: Fund Account Department	7.72 17.93
Latin America	Charles Schwab & Company, Inc. Reinvest Account Pershing LLC	8.91 6.45
Maryland Short-Term Tax-Free Bond	Charles Schwab & Company, Inc. Reinvest Account Attn.: Mutual Fund Department	10.95
Maryland Tax-Free Bond	Charles Schwab & Company, Inc. Reinvest Account Attn.: Mutual Fund Department	6.24
Maryland Tax-Free Money	Pershing LLC For Exclusive Benefit of TRP Money Fund Customer Accounts	7.16
Media & Telecommunications	Charles Schwab & Company, Inc. Reinvest Account National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Trust Company Media & Telecommunications Fund	6.06 5.30 7.38
Mid-Cap Growth	Charles Schwab & Company, Inc. Reinvest Account National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Trust Company Attn.: Asset Reconciliations	8.01 13.80 14.28
Mid-Cap Growth Fund–Advisor Class	ING National Trust as Trustee for the ADP TotalsourceRetirement Savings Plan 30 Braintree Hill Office Park Braintree, Massachusetts 02184 MLPF&S for the Sole Benefit of its Customers Morgan Stanley Smith Barney National Financial Services for the Exclusive Benefit of Our Customers	7.46 6.49 5.55 24.29

107


Fund	Shareholder	%
Mid-Cap Growth Fund–R Class	American United Life Separate Account II ING Life Insurance & Annuity Company Nationwide Trust Company FSB c/o IPO Portfolio Accounting Suntrust Bank FBO Various Suntrust Omnibus Accounts	9.88 18.23 13.20 13.15
Mid-Cap Value	National Financial Services for the Exclusive Benefit of Our Customers Retirement Portfolio 2030 T. Rowe Price Retirement Plan Services, Inc. Omnibus Account New Business Group	15.99 5.25 7.51
Mid-Cap Value Fund–Advisor Class	Morgan Stanley Smith Barney National Financial Services for the Exclusive Benefit of Our Customers	6.25 49.19(a)
Mid-Cap Value Fund–R Class	ING Life Insurance & Annuity Company Nationwide Trust Company FSB c/o IPO Portfolio Accounting State Street Corporation Trustee FBO ADP Access Suntrust Bank FBO Various Suntrust Omnibus Accounts	8.56 17.66 32.28(a) 7.00
Mortgage-Backed Securities Multi-Sector Account Portfolio	Baltimore Equitable Insurance Attn.: Sharon V. Woodward CBE of New Brunswick Illinois Student Assistance Commission Attn.: Kent Custer St. Paul Teachers Retirement Fund Association Attn.: Paul Doane, Executive Director T. Rowe Price Associates Attn.: Financial Reporting Department	17.55 8.72 46.63(a) 8.57 18.54
New America Growth	Charles Schwab & Company, Inc. Reinvest Account National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Trust Company Attn.: TRPS Institutional Control Department	11.47 20.08 6.20

108


Fund	Shareholder	%
New America Growth Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account National Financial Services for the Exclusive Benefit of Our Customers New York Life Trust Company Client Account 169 Lackawanna Avenue Parsippany, New Jersey 07054 VRSCO FBO AIG FSB Custodian Trustee FBO Wakemed Retirement Savings Plan 403B 2929 Allen Parkway, Suite A6-20 Houston, Texas 77019	13.17 15.14 6.40 5.78
New Asia	Charles Schwab & Company, Inc. Reinvest Account National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC	5.04 13.59 5.07
New Era	Charles Schwab & Company, Inc. Reinvest Account National Financial Services for the Exclusive Benefit of Our Customers	8.75 14.58
New Horizons	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Trust Company Attn.: TRPS Institutional Control Department	9.88 11.76
New Income	Edward D. Jones & Company for the Benefit of Our Customers JP Morgan Clearing Corporation Omnibus Account for the Exclusive Benefit of Customers Retirement Portfolio 2010 Retirement Portfolio 2015 Retirement Portfolio 2020 Retirement Portfolio 2025 Retirement Portfolio 2030 Spectrum Income Fund T. Rowe Price Associates Attn.: Fund Accounting Department	8.58 6.33 7.12 8.64 16.39 8.15 9.18 7.03

109


Fund	Shareholder	%
New Income Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account Great-West Trust Company Employee Benefits Clients 401(k) Morgan Stanley Smith Barney National Financial Services for the Exclusive Benefit of Our Customers TD Ameritrade, Inc. FBO Our Customers	5.17 5.93 23.17 11.13 7.94
New Income Fund–R Class	Lincoln Retirement Services Company FBO Mueller Inc. 401(k) P.O. Box 7876 Fort Wayne, Indiana 46801 Nationwide Trust Company FSB c/o IPO Portfolio Accounting State Street Corporation Trustee FBO ADP Access Wells Fargo Bank FBO Various Retirement Plans	8.52 19.80 16.50 8.76
New Jersey Tax-Free Bond	National Financial Services for the Exclusive Benefit of Our Customers	18.33
New York Tax-Free Money	H. Mark Glasberg and Paula D. Glasberg, Joint Tenants New York, New York	11.22
Overseas Stock	Retirement Portfolio 2015 Retirement Portfolio 2020 Retirement Portfolio 2025 Retirement Portfolio 2030 Retirement Portfolio 2035 Retirement Portfolio 2040	5.99 15.41 10.50 16.91 8.63 12.50
Personal Strategy Balanced	Mac & Company National Financial Services for the Exclusive Benefit of Our Customers State Street Bank & Trust Company FBO UBS Savings and Investment Plan 2 Avenue De Lafayette Boston, Massachusetts 02111 T. Rowe Price Trust Company TR Balanced Attn.: Asset Reconciliation	6.12 8.30 6.58 14.70
Personal Strategy Growth	National Financial Services for the Exclusive Benefit of Our Customers State Street Bank & Trust Company FBO UBS Savings and Investment Plan T. Rowe Price Trust Company TR Attn.: Growth Asset	6.47 8.18 11.61

110


Fund	Shareholder	%
Personal Strategy Income	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Trust Company TR Income Attn.: Asset Reconciliation	5.64 6.66
Prime Reserve	T. Rowe Price Associates Attn.: Financial Reporting Department T. Rowe Price Trust Company Attn.: TRPS Institutional Control Department	7.89 6.96
Real Assets	Retirement Portfolio 2015 Retirement Portfolio 2020 Retirement Portfolio 2025 Retirement Portfolio 2030 Retirement Portfolio 2035 Retirement Portfolio 2040	5.93 15.14 10.31 16.54 8.39 12.18
Real Estate	Charles Schwab & Company, Inc. Reinvest Account First Clearing LLC Special Custody Account for the Exclusive Benefit of Customers 2801 Market Street Saint Louis, Missouri 63103 Pershing LLC	8.05 6.79 14.03
Real Estate Fund–Advisor Class	Maxim Series Fund Inc. 8515 East Orchard Road, 2T2 Greenwood Village, Colorado 80111 National Financial Services for the Exclusive Benefit of Our Customers	28.57(a) 37.01(a)
TRP Reserve Investment	Overlap & Company c/o T. Rowe Price Associates Attn.: Small-Cap Stock Fund Seamile & Company T. Rowe Price Associates, Inc. T. Rowe Price Managed GIC Stable Value Fund Taskforce & Company Tuna & Company	5.01 11.13 6.11 11.33 5.76
Retirement 2005	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Retirement Plan Services, Inc. Omnibus Account	6.62 24.60

111


Fund	Shareholder	%
Retirement 2005 Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account DCGT as Trustee and/or Custodian FBO Principal Financial Group Qualified FIA Omnibus Attn.: NPI0 Trade Desk Lincoln Retirement Services Company FBO Groendyke Transport 401(k) Plan P.O. Box 7876 Fort Wayne, Indiana 46801 National Financial Services for the Exclusive Benefit of Our Customers Reliance Trust Company FBO Retirement Plans Serviced by MetLife 8515 East Orchard Road 2T2 Greenwood Village, Colorado 80111	5.08 9.12 6.52 29.01(a) 9.96
Retirement 2005 Fund–R Class	ING Life Insurance & Annuity Company NFS LLC FEBO State Street Bank & Trust Company Trustee Various Retirement Plans	7.19 75.28(a)
Retirement 2010	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Retirement Plan Services, Inc. Omnibus Account Retirement 2010	10.14 24.11
Retirement 2010 Fund–Advisor Class	Massachusetts Mutual Life Insurance Company Attn.: RS Fund Operations 1295 State Street Springfield, Massachusetts 01111 National Financial Services for the Exclusive Benefit of Our Customers Taynik & Company c/o Investors Bank & Trust P.O Box 9130 Boston, Massachusetts 02117	6.59 18.58 9.39
Retirement 2010 Fund–R Class	ING Life Insurance & Annuity Company NFS LLC FEBO State Street Bank & Trust Company Trustee Various Retirement Plans State Street Corporation Trustee FBO ADP Access Suntrust Bank FBO Various Suntrust Omnibus Accounts Taynik & Company c/o State Street Bank 1200 Crown Colony Drive Quincy, Massachusetts 02169	5.55 6.94 22.36 6.98 7.51

112


Fund	Shareholder	%
Retirement 2015	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Retirement Plan Services, Inc. Omnibus Account Retirement	11.22 35.83(b)
Retirement 2015 Fund–Advisor Class	National Financial Services for the Exclusive Benefit of Our Customers Reliance Trust Company FBO Retirement Plans Serviced by MetLife	22.66 11.52
Retirement 2015 Fund–R Class	ING Life Insurance & Annuity Company NFS LLC FEBO State Street Bank & Trust Company Trustee Various Retirement Plans State Street Corporation Trustee FBO ADP Access	27.56(a) 9.42 12.49
Retirement 2020	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Retirement Plan Services, Inc. Omnibus Account Retirement 2020	13.29 35.80(b)
Retirement 2020 Fund–Advisor Class	Massachusetts Mutual Life Insurance Company Attn.: RS Fund Operations National Financial Services for the Exclusive Benefit of Our Customers Reliance Trust Company FBO Retirement Plans Serviced by MetLife Taynik & Company c/o Investors Bank & Trust	7.83 18.03 5.10 9.22
Retirement 2020 Fund–R Class	ING Life Insurance & Annuity Company Massachusetts Mutual Life Insurance Company Attn.: RS Fund Operations NFS LLC FEBO State Street Bank & Trust Company Trustee Various Retirement Plans State Street Corporation Trustee FBO ADP Access Taynik & Company c/o State Street Bank	6.02 5.09 5.04 25.29(a) 6.35
Retirement 2025	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Retirement Plan Services, Inc. Omnibus Account Retirement	13.14 42.85(b)
Retirement 2025 Fund–Advisor Class	National Financial Services for the Exclusive Benefit of Our Customers Reliance Trust Company FBO Retirement Plans Serviced by MetLife	24.66 10.86

113


Fund	Shareholder	%
Retirement 2025 Fund–R Class	ING Life Insurance & Annuity Company NFS LLC FEBO State Street Bank & Trust Company Trustee Various Retirement Plans State Street Corporation Trustee FBO ADP Access	33.24(a) 7.88 14.72
Retirement 2030	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Retirement Plan Services, Inc. Omnibus Account Retirement 2030	13.83 37.22(b)
Retirement 2030 Fund–Advisor Class	Massachusetts Mutual Life Insurance Company Attn.: RS Fund Operations National Financial Services for the Exclusive Benefit of Our Customers Taynik & Company c/o Investors Bank & Trust	8.16 17.18 9.88
Retirement 2030 Fund–R Class	ING Life Insurance & Annuity Company Massachusetts Mutual Life Insurance Company Attn.: RS Fund Operations State Street Corporation Trustee FBO ADP Access Taynik & Company c/o State Street Bank	5.22 5.82 29.39(a) 7.24
Retirement 2035	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Retirement Plan Services, Inc. Omnibus Account Retirement	13.77 44.02(b)
Retirement 2035 Fund–Advisor Class	National Financial Services for the Exclusive Benefit of Our Customers Reliance Trust Company FBO Retirement Plans Serviced by MetLife Taynik & Company c/o State Street Bank	24.45 9.01 5.33
Retirement 2035 Fund–R Class	ING Life Insurance & Annuity Company NFS LLC FEBO State Street Bank & Trust Company Trustee Various Retirement Plans State Street Corporation Trustee FBO ADP Access	34.94(a) 5.22 16.03
Retirement 2040	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Retirement Plan Services, Inc. Omnibus Account Retirement 2040	14.39 36.67(b)

114


Fund	Shareholder	%
Retirement 2040 Fund–Advisor Class	Massachusetts Mutual Life Insurance Company Attn.: RS Fund Operations National Financial Services for the Exclusive Benefit of Our Customers Taynik & Company c/o Investors Bank & Trust Wells Fargo Bank FBO Various Retirement Plans	8.15 16.96 9.44 6.09
Retirement 2040 Fund–R Class	Massachusetts Mutual Life Insurance Company Attn.: RS Fund Operations NFS LLC FEBO State Street Bank & Trust Company Trustee Various Retirement Plans State Street Corporation Trustee FBO ADP Access Taynik & Company c/o State Street Bank	5.22 5.72 31.85(a) 6.39
Retirement 2045	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Retirement Plan Services, Inc. Omnibus Account Retirement	14.64 45.69(b)
Retirement 2045 Fund–Advisor Class	Charles Schwab & Company, Inc. Special Custody Account FBO Customers National Financial Services for the Exclusive Benefit of Our Customers Reliance Trust Company FBO Retirement Plans Serviced by MetLife Taynik & Company c/o State Street Bank	6.05 26.43(a) 9.99 5.77
Retirement 2045 Fund–R Class	ING Life Insurance & Annuity Company NFS LLC FEBO State Street Bank & Trust Company Trustee Various Retirement Plans State Street Corporation Trustee FBO ADP Access Taynik & Company c/o State Street Bank	35.65(a) 5.36 16.93 5.04
Retirement 2050	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Retirement Plan Services, Inc. Omnibus Account Retirement Wells Fargo Bank FBO Various Retirement Plans	15.96 37.12(b) 5.99

115


Fund	Shareholder	%
Retirement 2050 Fund–Advisor Class	Massachusetts Mutual Life Insurance Company Attn.: RS Fund Operations National Financial Services for the Exclusive Benefit of Our Customers Reliance Trust Company FBO Retirement Plans Serviced by MetLife Taynik & Company c/o Investors Bank & Trust	7.42 20.05 5.55 11.33
Retirement 2050 Fund–R Class	State Street Corporation Trustee FBO ADP Access Taynik & Company c/o State Street Bank	33.77(a) 9.22
Retirement 2055	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Retirement Plan Services, Inc. Omnibus Account Retirement	13.43 39.77(b)
Retirement 2055 Fund–Advisor Class	Great-West Trust Company Employee Benefits Clients National Financial Services for the Exclusive Benefit of Our Customers Reliance Trust Company FBO Retirement Plans Serviced by MetLife Taynik & Company c/o State Street Bank	8.00 25.42(a) 9.81 5.87
Retirement 2055 Fund–R Class	AXA Equitable For SA Number 65 500 Plaza Drive, 7^th Floor Secaucus, New Jersey 07094 ING Life Insurance & Annuity Company State Street Corporation Trustee FBO ADP Access	5.63 27.13(a) 27.86(a)
Retirement Income	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Retirement Plan Services, Inc. Omnibus Account Retirement Income	12.45 19.90
Retirement Income Fund–Advisor Class	Massachusetts Mutual Life Insurance Company Attn.: RS Fund Operations National Financial Services for the Exclusive Benefit of Our Customers Taynik & Company c/o Investors Bank & Trust	7.47 18.70 7.28

116


Fund	Shareholder	%
Retirement Income Fund–R Class	ING Life Insurance & Annuity Company PIMS/Prudential Retirement As Nominee for The Trustee/Custodian NEPC – Taft Hartley Ironworkers P.O. Box 30124 Salt Lake City, Utah 84130 State Street Corporation Trustee FBO ADP Access	8.93 10.64 29.26(a)
Science & Technology	T. Rowe Price Retirement Plan Services, Inc. Omnibus Plan New Business Group Conv. Assets	16.95
Science & Technology Fund–Advisor Class	John Hancock Life Insurance Company USA RPS Trading OPS	87.59(a)
Short-Term Bond	Edward D. Jones & Company Attn.: Mutual Fund Shareholder Accounting National Financial Services for the Exclusive Benefit of Our Customers Spectrum Income Fund T. Rowe Price Associates Attn.: Fund Accounting Department	6.92 6.83 9.00
Short-Term Bond Fund–Advisor Class	Genworth Financial Trust Company FBO Genworth Financial Wealth Mgmt.& Mutual Clients & \|FBO Other Custodial Clients National Financial Services for the Exclusive Benefit of Our Customers SEI Private Trust Company c/o Edward Jones Trust Company TD Ameritrade, Inc. FBO Our Customers	7.03 48.24(a) 13.09 6.50
Short-Term Reserve	JP Morgan Chase Bank As Agent for Institutional Funds Attn.: Amanda Morley 500 Stanton Christiana Road, OPS 4 Floor 3 Newark, Delaware 19713 State Street Bank & Trust Company Agent for T. Rowe Price Institutional Funds	63.56(a) 35.73(a)
Small-Cap Stock	Minnesota State Retirement System Defined Contribution Plans 60 Empire Drive, Suite 300 Saint Paul, Minnesota 55103 National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Trust Company T. Rowe Price OTC Fund Attn.: RPS Control Department	6.25 12.46 9.54

117


Fund	Shareholder	%
Small-Cap Stock Fund–Advisor Class	Fifth Third Bank Trustee FBO Cintas Partners Plan Attn.: Michelle Hodgeman, M.D. 38 Fountain Square Plaza Cincinnati, Ohio 45263 National Financial Services for the Exclusive Benefit of Our Customers Wells Fargo Bank FBO Various Retirement Plans	11.75 26.15(a) 10.56
Small-Cap Value	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Trust Company Attn.: TRPS Institutional Control Department	12.96 18.07
Small-Cap Value Fund–Advisor Class	ICMA Retirement Trust 777 North Capital Street NE Suite 600 Washington, D.C. 20002 John Hancock Life Insurance Company USA RPS Trading Ops National Financial Services for the Exclusive Benefit of Our Customers	29.94(a) 15.18 17.06
Spectrum Growth	T. Rowe Price Trust Company Attn.: TRPS Institutional Control Department	9.55
Spectrum Income	T. Rowe Price Trust Company Attn.: TRPS Institutional Control Department	15.54
Strategic Income	National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Associates Attn.: Financial Reporting Department Young Women’s Christian Association Retirement Fund 52 Vanderbilt Avenue, Floor 6 Attn.: Jane TuisNew York, New York 10017	12.39 11.00 10.64
Strategic Income Fund–Advisor Class	Charles Schwab & Company, Inc. Special Custody Account FBO Customers LPL Financial 9785 Towne Centre Drive San Diego, California 92121 National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC TD Ameritrade, Inc. FBO Our Customers	14.47 7.69 17.07 24.58 14.10
Summit Cash Reserves	T. Rowe Price Associates Attn.: Financial Reporting Department T. Rowe Price Trust Company Attn.: Asset Reconciliations	9.73 10.51

118


Fund	Shareholder	%
Summit Municipal Income	Edward D. Jones & Company Attn.: Mutual Fund Shareholder Accounting First Clearing LLC Special Custody Account for the Exclusive Benefit of Customers Saxon & Company	16.30 6.73 14.47
Summit Municipal Income Fund–Advisor Class	Pershing LLC T. Rowe Price Associates Attn.: Financial Reporting Department	51.58(a) 44.60(e)
Summit Municipal Intermediate	Charles Schwab & Company, Inc. Reinvest Account Edward D. Jones & Company Attn.: Mutual Fund Shareholder Accounting First Clearing LLC Special Custody Account for the Exclusive Benefit of Customers JP Morgan Clearing Corporation Omnibus Account for the Exclusive Benefit of Customers Saxon & Company	10.44 15.14 11.20 21.12 5.96
Summit Municipal Intermediate Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account Pershing LLC T. Rowe Price Associates Attn.: Financial Reporting Department	68.67(a) 12.08 16.03
Summit Municipal Money Market	James S. Riepe Gail P. Riepe, Tenent Cockeysville, Maryland	5.34
Target Retirement 2005	TRAC 2000 Holland Ornamental Iron Inc. SEP-IRA Raymond E. Brabham 3749 Meridan Road, SE Olympia, Washington 98513 T. Rowe Price Associates Attn.: Financial Reporting Department T. Rowe Price Trust Company Custodian for Rollover IRA of Donald R. Sanders T. Rowe Price Trust Company Custodian for the Rollover IRA of Leonard Lefkowitz T. Rowe Price Trust Company Custodian for the IRA of Minh D. Vo T. Rowe Price Trust Company Custodian for the Rollover IRA of Patricia A. Chandler T. Rowe Price Trust Company Custodian for the Rollover IRA of William F. Schoell III	8.64 22.88 6.85 6.34 23.45 5.89 22.03
Target Retirement 2005–Advisor Class	T. Rowe Price Associates Attn.: Financial Reporting Department	100.00(e)

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Fund	Shareholder	%
Target Retirement 2010	T. Rowe Price Associates Attn.: Financial Reporting Department T. Rowe Price Trust Company Custodian for Rollover IRA of George Foster T. Rowe Price Trust Company Custodian for Rollover IRA of James P. Herb T. Rowe Price Trust Company Custodian for the IRA of James J. Staver T. Rowe Price Trust Company Custodian for Rollover IRA of Kenneth B. Kendall T. Rowe Price Trust Company Custodian for Rollover IRA of Philip W. Hofer T. Rowe Price Trust Company Custodian for Rollover IRA of Roger Czuchra	10.08 20.25 12.60 7.26 5.91 15.09 6.93
Target Retirement 2010–Advisor Class	T. Rowe Price Associates Attn.: Financial Reporting Department	100.00(e)
Target Retirement 2015	TRAC 2000 Richard Wollert 5305 SEP-IRA T. Rowe Price Associates Attn.: Financial Reporting Department T. Rowe Price Trust Company Custodian for Rollover IRA of Gary R. Golembiewski T. Rowe Price Trust Company Custodian for Rollover IRA of Joseph C. Vara T. Rowe Price Trust Company Custodian for Rollover IRA of Laura S. Harrison T. Rowe Price Trust Company Custodian for Rollover IRA of Siobhan B. Furgurson	18.88 7.99 7.77 14.50 5.00 5.02
Target Retirement 2015–Advisor Class	T. Rowe Price Associates Attn.: Financial Reporting Department	100.00(e)
Target Retirement 2020	David F. Albright Jr. Baltimore, Maryland 21201 T. Rowe Price Associates Attn.: Financial Reporting Department	51.32(a) 9.29
Target Retirement 2020–Advisor Class	T. Rowe Price Associates Attn.: Financial Reporting Department	100.00(e)

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Fund	Shareholder	%
Target Retirement 2025	T. Rowe Price Associates Attn.: Financial Reporting Department T. Rowe Price Trust Company Custodian for Rollover IRA of Jennifer J. Golden T. Rowe Price Trust Company Custodian for Rollover IRA of Joseph W. Brennan T. Rowe Price Trust Company Custodian for Rollover IRA of Louise A. Demagistris T. Rowe Price Trust Company Custodian for Rollover IRA of Michael Lucas T. Rowe Price Trust Company Custodian for Rollover IRA of Robert K. Mauser	21.09 8.30 7.73 8.64 7.91 11.47
Target Retirement 2025–Advisor Class	T. Rowe Price Associates Attn.: Financial Reporting Department	100.00(e)
Target Retirement 2030	T. Rowe Price Trust Company Custodian for the IRA of Donald Weatherbee T. Rowe Price Trust Company Custodian for the Roth IRA of Samuel G. Finger T. Rowe Price Associates Attn.: Financial Reporting Department	13.87 28.96(e) 22.43
Target Retirement 2030–Advisor Class	T. Rowe Price Associates Attn.: Financial Reporting Department	100.00(e)
Target Retirement 2035	T. Rowe Price Trust Company Custodian for Rollover IRA of Arthur Kitchen T. Rowe Price Trust Company Custodian for Rollover IRA of Diane Gardner T. Rowe Price Trust Company Custodian for Rollover IRA of Kathleen Blewett T. Rowe Price Trust Company Custodian for Rollover IRA of Patty A. Grow T. Rowe Price Associates Attn.: Financial Reporting Department	6.82 19.01 8.29 12.45 29.69(e)
Target Retirement 2035–Advisor Class	T. Rowe Price Associates Attn.: Financial Reporting Department	100.00(e)
Target Retirement 2040	T. Rowe Price Trust Company Custodian for Rollover IRA of Dana L. Waters T. Rowe Price Trust Company Custodian for the Roth IRA of Jeffrey R. Wallace T. Rowe Price Associates Attn.: Financial Reporting Department	20.14 10.98 49.87(e)
Target Retirement 2040–Advisor Class	T. Rowe Price Associates Attn.: Financial Reporting Department	100.00(e)

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Fund	Shareholder	%
Target Retirement 2045	Kimberly G. Perone Laurel, Maryland 20723 T. Rowe Price Trust Company Custodian for Rollover IRA of Bridgette A. Lopez T. Rowe Price Trust Company Custodian for the Roth IRA of Kimberly G. Perone T. Rowe Price Trust Company Custodian for Rollover IRA of Melissa Tessitore T. Rowe Price Associates Attn.: Financial Reporting Department	6.54 5.36 6.99 14.82 46.68(e)
Target Retirement 2045–Advisor Class	T. Rowe Price Associates Attn.: Financial Reporting Department	100.00(e)
Target Retirement 2050	T. Rowe Price Trust Company Custodian for Rollover IRA of Alexander Rubio T. Rowe Price Trust Company Custodian for Rollover IRA of Marco A. Barrera T. Rowe Price Associates Attn.: Financial Reporting Department	5.50 5.06 52.87(e)
Target Retirement 2050–Advisor Class	T. Rowe Price Associates Attn.: Financial Reporting Department	100.00(e)
Target Retirement 2055	T. Rowe Price Trust Company Custodian for the Roth IRA of Denise Prusiewicz T. Rowe Price Associates Attn.: Financial Reporting Department	22.23 67.44(e)
Target Retirement 2055–Advisor Class	T. Rowe Price Associates Attn.: Financial Reporting Department	100.00(e)
Tax-Exempt Money	Edward D. Jones & Company Shareholder Accounting Attn.: Mutual Fund Pershing LLC For Exclusive Benefit of TRP Money Fund Customer Accounts Susan A. Feith Wisconsin Rapids, Wisconsin T. Rowe Price Associates Attn.: Financial Reporting Department	20.45 5.85 5.50 5.31
Tax-Free High Yield	Charles Schwab & Company, Inc. Reinvest Account National Financial Services for the Exclusive Benefit of Our Customers	9.54 5.38
Tax-Free High Yield Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account National Financial Services for the Exclusive Benefit of Our Customers T. Rowe Price Associates Attn.: Financial Reporting Department	79.69(a) 9.24 6.00
Tax-Free Income Fund–Advisor Class	National Financial Services for the Exclusive Benefit of Our Customers	95.86(a)

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Fund	Shareholder	%
Tax-Free Short-Intermediate	Charles Schwab & Company, Inc. Reinvest Account First Clearing LLC Special Custody Account for the Exclusive Benefit of Customers National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC T. Rowe Price Associates Attn.: Financial Reporting Department	15.03 13.67 11.02 5.67 5.76
Tax-Free Short-Intermediate Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account D A Davidson & Co. Inc. FBO David K. Grant P.O. Box 5015 Great Falls, Montana 59403 National Financial Services for the Exclusive Benefit of Our Customers RBC Capital Markets LLC c/o John Crouch & Linda Crouch Lewisville, Texas TD Ameritrade, Inc. FBO Our Customers	8.90 6.85 32.35(a) 12.84 30.52(a)
Total Equity Market Index	Maryland College Investment Plan Global Equity Market Index Attn.: Fund Accounting 100 East Pratt Street, Floor 7 Baltimore, Maryland 21202	9.84
U.S. Bond Enhanced Index	Education Trust of Alaska c/o T. Rowe Price Associates Attn.: Dawn Wagner, Fixed Income The Harry and Jeanette Weinberg Foundation, Inc. T. Rowe Price Retirement Plan Services, Inc. Omnibus Plan New Business Group Conv. Assets	7.97 5.22 12.97
U.S. Large-Cap Core	T. Rowe Price Associates Attn.: Financial Reporting Department	14.74
U.S. Large-Cap Core Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account LPL Financial 9785 Towne Centre Drive San Diego, California 92121 National Financial Services for the Exclusive Benefit of Our Customers Pershing LLC T. Rowe Price Associates Attn.: Financial Reporting Department	23.77 6.85 5.23 9.48 54.03(e)
U.S. Treasury Intermediate	T. Rowe Price Trust Company Attn.: TRPS Institutional Control Department	8.18

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Fund	Shareholder	%
U.S. Treasury Long-Term	Spectrum Income Fund T. Rowe Price Associates Attn.: Fund Accounting Department T. Rowe Price Trust Company Attn.: TRPS Institutional Control Department	37.30(d) 6.68
Ultra Short-Term Bond	Mac & Company T. Rowe Price Associates Attn.: Financial Reporting Department	8.88 49.98(e)
Value	Retirement Portfolio 2020 Retirement Portfolio 2025 Retirement Portfolio 2030 Retirement Portfolio 2035 Retirement Portfolio 2040 Retirement Portfolio 2045	10.85 9.29 17.30 9.61 14.52 5.67
Value Fund–Advisor Class	Charles Schwab & Company, Inc. Reinvest Account Mac & Company ING Life Insurance & Annuity Company ING National Trust National Financial Services for the Exclusive Benefit of Our Customers	5.18 5.83 11.26 11.61 36.47(a)
Virginia Tax-Free Bond	Charles Schwab & Company, Inc. Reinvest Account National Financial Services for the Exclusive Benefit of Our Customers	8.61 8.27

(a) At the level of ownership indicated, the shareholder would have greater power to determine the outcome of any matters affecting a fund or one of its classes that are submitted to shareholders for vote.

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

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

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

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

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INVESTMENT MANAGEMENT AGREEMENTS

T. Rowe Price is the investment adviser for all of the Price Funds and has executed an Investment Management Agreement with each fund. For certain Price Funds, T. Rowe Price has entered into an investment sub-advisory agreement with T. Rowe Price International, Price Hong Kong, and/or Price Singapore. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore are hereinafter referred to collectively as “Investment Managers.” T. Rowe Price is a wholly owned subsidiary of T. Rowe Price Group, Inc. T. Rowe Price International is a wholly owned subsidiary of T. Rowe Price. Price Hong Kong and Price Singapore are wholly owned subsidiaries of T. Rowe Price International.

Investment Management Services

Under the Investment Management Agreements, T. Rowe Price is responsible for supervising and overseeing investments of the funds in accordance with the funds’ investment objectives, programs, and restrictions as provided in the funds’ prospectuses and this SAI. In addition, T. Rowe Price provides the funds with certain corporate administrative services, including: maintaining the funds’ corporate existence and corporate records; registering and qualifying fund shares under federal laws; monitoring the financial, accounting, and administrative functions of the funds; maintaining liaison with the agents employed by the funds such as the funds’ custodian and transfer agent; assisting the funds in the coordination of such agent’s activities; and permitting employees of the Investment Managers to serve as officers, directors, and committee members of the funds without cost to the funds. For those Price Funds for which T. Rowe Price has not entered into a sub-advisory agreement, T. Rowe Price is responsible for making discretionary investment decisions on behalf of the funds and is generally responsible for effecting all security transactions, including the negotiation of commissions and the allocation of principal business and portfolio brokerage.

With respect to the Africa & Middle East, Emerging Europe, Emerging Markets Local Currency Bond, Emerging Markets Stock, European Stock, Institutional Africa & Middle East, Institutional Concentrated International Equity, Institutional Emerging Markets Equity, Institutional Global Value Equity, Institutional International Growth Equity, Institutional International Bond, International Bond, International Discovery, International Growth & Income, International Equity Index, International Stock, Japan, Latin America, New Asia, and Strategic Income Funds, and the Emerging Markets Local Multi-Sector Account Portfolio, T. Rowe Price has entered into a sub-advisory agreement with T. Rowe Price International under which, subject to the supervision of T. Rowe Price, T. Rowe Price International is authorized to trade securities and make discretionary investment decisions on behalf of each fund. Under the sub-advisory agreement, T. Rowe Price International is responsible for effecting all securities transactions on behalf of the funds, including the negotiation of commissions and the allocation of principal business and portfolio brokerage. For the Strategic Income Fund, T. Rowe Price International’s discretionary investment decisions and trading execution are limited to the fund’s international investment-grade fixed income investments in developed markets.

With respect to the Japan Fund and the Japanese investments of the International Discovery Fund, T. Rowe Price has entered into a sub-advisory agreement with the Tokyo Branch of T. Rowe Price International (“TRPI-Tokyo”) under which, subject to the supervision of T. Rowe Price, TRPI-Tokyo is authorized to trade Japanese securities and make discretionary investment decisions on behalf of each fund’s Japanese investments.

With respect to the International Discovery and New Asia Funds, T. Rowe Price has entered into a sub-advisory agreement with Price Hong Kong (in addition to their sub-advisory agreement with T. Rowe Price International) under which, subject to the supervision of T. Rowe Price and T. Rowe Price International, Price Hong Kong is authorized to trade securities and make certain discretionary investment decisions on behalf of each fund. Under the sub-advisory agreement, Price Hong Kong is responsible for selecting the funds’ investments in the Asia-Pacific region and effecting security transactions on behalf of the funds, including the negotiation of commissions and the allocation of principal business and portfolio brokerage.

With respect to the Global Infrastructure Fund and Real Assets Fund, T. Rowe Price has entered into a sub-advisory agreement with Price Singapore under which, subject to the supervision of T. Rowe Price, Price

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Singapore is authorized to make discretionary investment decisions on behalf of each fund and to facilitate the trading of each fund’s securities. Under the sub-advisory agreements, Price Singapore may delegate trading execution to T. Rowe Price, T. Rowe Price International, or Price Hong Kong.

The Investment Management Agreements also provide that T. Rowe Price, and its directors, officers, employees, and certain other persons performing specific functions for the funds, will be liable to the funds only for losses resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard of duty. The sub-advisory agreements have a similar provision limiting the liability of the investment sub-adviser for errors, mistakes, and losses other than those caused by its willful misfeasance, bad faith, or gross negligence.

Under the Investment Management Agreements and sub-advisory agreements, the Investment Managers are permitted to utilize the services or facilities of others to provide them or the funds with statistical and other factual information, advice regarding economic factors and trends, advice as to occasional transactions in specific securities, and such other information, advice, or assistance as the Investment Managers may deem necessary, appropriate, or convenient for the discharge of their obligations under the Investment Management Agreements (and sub-advisory agreement, if applicable) or otherwise helpful to the funds.

Control of Investment Adviser

T. Rowe Price Group, Inc. (“Group”) is a publicly owned company and owns 100% of the stock of T. Rowe Price Associates, Inc., which in turn owns 100% of T. Rowe Price International Ltd, which in turn owns 100% each of T. Rowe Price Hong Kong Limited and T. Rowe Price Singapore Private Ltd. Group was formed in 2000 as a holding company for the T. Rowe Price-affiliated companies.

Management Fees

All funds except Index, Institutional, Multi-Sector Account Portfolios, TRP Reserve, Retirement, Spectrum, Summit Income, and Summit Municipal Funds

The funds pay T. Rowe Price a fee (“Fee”) which consists of two components: a Group Management Fee (“Group Fee”) and an Individual Fund Fee (“Fund Fee”). The Fee is paid monthly to T. Rowe Price on the first business day of the next succeeding calendar month and is calculated as described next.

The monthly Group Fee (“Monthly Group Fee”) is the sum of the daily Group Fee accruals (“Daily Group Fee Accruals”) for each month. The Daily Group Fee Accrual for any particular day is computed by multiplying the Price Funds’ group fee accrual as determined below (“Daily Price Funds’ Group Fee Accrual”) by the ratio of the Price Funds’ net assets for that day to the sum of the aggregate net assets of the Price Funds for that day. The Daily Price Funds’ Group Fee Accrual for any particular day is calculated by multiplying the fraction of one (1) over the number of calendar days in the year by the annualized Daily Price Funds’ Group Fee Accrual for that day as determined in accordance with the following schedule:


0.480%	First $1 billion	0.350%	Next $2 billion	0.300%	Next $40 billion
0.450%	Next $1 billion	0.340%	Next $5 billion	0.295%	Next $40 billion
0.420%	Next $1 billion	0.330%	Next $10 billion	0.290%	Next $60 billion
0.390%	Next $1 billion	0.320%	Next $10 billion	0.285%	Next $80 billion
0.370%	Next $1 billion	0.310%	Next $16 billion	0.280%	Next $100 billion
0.360%	Next $2 billion	0.305%	Next $30 billion	0.275%	Thereafter

For the purpose of calculating the Group Fee, the Price Funds include all the mutual funds distributed by Investment Services (excluding the Retirement Funds, Spectrum Funds, TRP Reserve Funds, and any Index or private label mutual funds). For the purpose of calculating the Daily Price Funds’ Group Fee Accrual for any particular day, the net assets of each Price Fund are determined in accordance with each fund’s prospectus as of the close of business on the previous business day on which the fund was open for business.

The monthly Fund Fee (“Monthly Fund Fee”) is the sum of the daily Fund Fee accruals (“Daily Fund Fee Accruals”) for each month. The Daily Fund Fee Accrual for any particular day is computed by multiplying the fraction of one (1) over the number of calendar days in the year by the individual fund fee. The product of

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this calculation is multiplied by the net assets of the fund for that day, as determined in accordance with the fund’s prospectus as of the close of business on the previous business day on which the fund was open for business. The individual fund fees are listed in the following tables:


Fund	Fee %
Africa & Middle East	0.75
Balanced	0.15
Blue Chip Growth	0.30	(a)
California Tax-Free Bond	0.10
California Tax-Free Money	0.10
Capital Appreciation	0.30
Capital Opportunity	0.20
Corporate Income	0.15
Diversified Mid-Cap Growth	0.35
Diversified Small-Cap Growth	0.35
Dividend Growth	0.20
Emerging Europe	0.75
Emerging Markets Bond	0.45
Emerging Markets Corporate Bond	0.50
Emerging Markets Local Currency Bond	0.45
Emerging Markets Stock	0.75
Equity Income	0.25	(b)
European Stock	0.50
Financial Services	0.35
Floating Rate	0.30
GNMA	0.15
Georgia Tax-Free Bond	0.10
Global Allocation	0.40
Global Growth Stock	0.35
Global Industrials	0.40
Global Infrastructure	0.50
Global Real Estate	0.40
Global Stock	0.35
Global Technology	0.45
Growth & Income	0.25
Growth Stock	0.25	(b)
Health Sciences	0.35
High Yield	0.30
Inflation Protected Bond	0.05
International Bond	0.35
International Discovery	0.75
International Growth & Income	0.35
International Stock	0.35
Japan	0.50
Latin America	0.75
Maryland Short-Term Tax-Free Bond	0.10

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Fund	Fee %
Maryland Tax-Free Bond	0.10
Maryland Tax-Free Money	0.10
Media & Telecommunications	0.35
Mid-Cap Growth	0.35	(c)
Mid-Cap Value	0.35
New America Growth	0.35
New Asia	0.50
New Era	0.25
New Horizons	0.35
New Income	0.15
New Jersey Tax-Free Bond	0.10
New York Tax-Free Bond	0.10
New York Tax-Free Money	0.10
Overseas Stock	0.35
Personal Strategy Balanced	0.25
Personal Strategy Growth	0.30
Personal Strategy Income	0.15
Prime Reserve	0.05
Real Assets	0.35
Real Estate	0.30
Science & Technology	0.35
Short-Term Bond	0.10
Small-Cap Stock	0.45
Small-Cap Value	0.35
Strategic Income	0.20
Tax-Efficient Equity	0.35
Tax-Exempt Money	0.10
Tax-Free High Yield	0.30
Tax-Free Income	0.15
Tax-Free Short-Intermediate	0.10
Tax-Free Ultra Short-Term Bond	0.08
U.S. Large-Cap Core	0.25
U.S. Treasury Intermediate	0.00
U.S. Treasury Long-Term	0.00
U.S. Treasury Money	0.00
Ultra Short-Term Bond	0.08
Value	0.35
Virginia Tax-Free Bond	0.10

(a) On assets up to $15 billion and 0.255% on assets above $15 billion.

(b) On assets up to $15 billion and 0.21% on assets above $15 billion.

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Index, Institutional, Summit Income, and Summit Municipal Funds

The following funds pay T. Rowe Price an annual investment management fee in monthly installments of the amount listed below based on the average daily net asset value of the fund.


Fund	Fee %
Equity Index 500	0.10
Institutional Africa & Middle East	1.00
Institutional Concentrated International Equity	0.65
Institutional Global Focused Growth Equity	0.65
Institutional Global Growth Equity	0.65
Institutional Global Value Equity	0.65
Institutional International Core Equity	0.65
Institutional International Growth Equity	0.70
Institutional Large-Cap Core Growth	0.55
Institutional Large-Cap Growth	0.55
Institutional Large-Cap Value	0.55
Institutional Mid-Cap Equity Growth	0.60
Institutional Small-Cap Stock	0.65
Institutional U.S. Structured Research	0.50

The following funds (“Single Fee Funds”) pay T. Rowe Price a single annual investment management fee in monthly installments of the amount listed below based on the average daily net asset value of the fund.


Fund	Fee %
Extended Equity Market Index	0.40
Inflation Focused Bond	0.50
Institutional Core Plus	0.40
Institutional Emerging Markets Bond	0.70
Institutional Emerging Markets Equity	1.10
Institutional Floating Rate	0.55
Institutional Global Multi-Sector Bond	0.50
Institutional High Yield	0.50
Institutional International Bond	0.55
Institutional Long Duration Credit	0.45
International Equity Index	0.50
Summit Cash Reserves	0.45
Summit GNMA	0.60
Summit Municipal Income	0.50
Summit Municipal Intermediate	0.50
Summit Municipal Money Market	0.45
Total Equity Market Index	0.40
U.S. Bond Enhanced Index	0.30

The Investment Management Agreement between each Single Fee Fund and T. Rowe Price provides that T. Rowe Price will pay all expenses of each fund’s operations except for interest; taxes; brokerage commissions, and other charges incident to the purchase, sale, or lending of the fund’s portfolio securities; and such non-recurring or extraordinary expenses that may arise, including the costs of actions, suits, or proceedings to which the fund is a party and the expenses the fund may incur as a result of its obligation to

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provide indemnification to its officers, directors, and agents. However, the Boards for the funds reserve the right to impose additional fees against shareholder accounts to defray expenses which would otherwise be paid by T. Rowe Price under the Investment Management Agreement. The Boards do not anticipate levying such charges; such a fee, if charged, may be retained by the funds or paid to the Investment Managers.

The Fee is paid monthly to T. Rowe Price on the first business day of the next succeeding calendar month and is the sum of the Daily Fee accruals for each month. The Daily Fee accrual for any particular day is calculated by multiplying the fraction of one (1) over the number of calendar days in the year by the appropriate Fee. The product of this calculation is multiplied by the net assets of the fund for that day, as determined in accordance with each fund’s prospectus as of the close of business on the previous business day on which the fund was open for business.

Multi-Sector Account Portfolios, Retirement Funds, Spectrum Funds and TRP Reserve Funds

None of these funds pays T. Rowe Price an investment management fee.

Investment Sub-advisory Agreements

Pursuant to each of the sub-advisory agreements that T. Rowe Price has entered into on behalf of a Price Fund (other than the Emerging Markets Local Multi-Sector Account Portfolio), T. Rowe Price may pay the investment subadviser up to 60% of the management fee that T. Rowe Price receives from that fund.

Management Fee Compensation

The following table sets forth the total management fees, if any, paid to the Investment Managers by each fund, during the fiscal years indicated:


Fund	Fiscal Year Ended
Fund	2/28/13	2/29/12	2/28/11
California Tax-Free Bond	$1,586,000	$1,377,000	$1,393,000
California Tax-Free Money	329,000	335,000	368,000
Floating Rate Multi-Sector Account Portfolio	(c)	(a)	(a)
Georgia Tax-Free Bond	903,000	747,000	724,000
High Yield Multi-Sector Account Portfolio	(c)	(a)	(a)
Investment-Grade Corporate Multi-Sector Account Portfolio	(c)	(a)	(a)
Maryland Short-Term Tax-Free Bond	885,000	956,000	1,046,000
Maryland Tax-Free Bond	8,186,000	7,228,000	7,284,000
Maryland Tax-Free Money	497,000	578,000	623,000
Mortgage-Backed Securities Multi-Sector Account Portfolio	(c)	(a)	(a)
New Jersey Tax-Free Bond	1,148,000	987,000	1,013,000
New York Tax-Free Bond	1,703,000	1,409,000	1,414,000
New York Tax-Free Money	326,000	366,000	400,000
Tax-Efficient Equity	624,000	562,000	501,000
Tax-Exempt Money	3,432,000	3,849,000	3,615,000
Tax-Free High Yield(b)	14,083,000	10,515,000	11,053,000
Tax-Free Income(b)	13,543,000	13,251,000	12,560,000
Tax-Free Short-Intermediate(b)	7,419,000	6,135,000	5,456,000
Tax-Free Ultra Short-Term Bond	(a)	(a)	(a)
Virginia Tax-Free Bond	3,907,000	3,327,000	3,251,000

(a) Prior to commencement of operations.

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(b) The fund has two classes of shares. The management fee is allocated to each class based on relative net assets.


Fund	Fiscal Year Ended
Fund	5/31/13	5/31/12	5/31/11
Corporate Income	$2,968,000	$2,844,000	$3,343,000
Floating Rate(a)	603,000	234,000	(b)
GNMA	8,015,000	7,531,000	6,963,000
TRP Government Reserve Investment	(c)	(c)	(c)
High Yield(a)	55,350,000	51,500,000	48,512,000
Inflation Focused Bond(d)	19,018,000	14,886,000	11,680,000
Inflation Protected Bond	1,928,000	1,670,000	1,251,000
Institutional Core Plus(a)(d)	89,000	674,000	474,000
Institutional Floating Rate(a)(d)	12,608,000	10,083,000	6,113,000
Institutional Global Multi-Sector Bond	(b)	(b)	(b)
Institutional High Yield(d)	13,599,000	9,740,000	6,629,000
Institutional Long Duration Credit	(b)	(b)	(b)
New Income(e)	90,186,000	70,974,000	58,504,000
Personal Strategy Balanced	9,410,000	8,831,000	8,607,000
Personal Strategy Growth	7,093,000	6,610,000	6,582,000
Personal Strategy Income	4,946,000	4,393,000	4,141,000
Prime Reserve	19,992,000	19,796,000	19,458,000
TRP Reserve Investment	(c)	(c)	(c)
Retirement 2005	(c)	(c)	(c)
Retirement 2010	(c)	(c)	(c)
Retirement 2015	(c)	(c)	(c)
Retirement 2020	(c)	(c)	(c)
Retirement 2025	(c)	(c)	(c)
Retirement 2030	(c)	(c)	(c)
Retirement 2035	(c)	(c)	(c)
Retirement 2040	(c)	(c)	(c)
Retirement 2045	(c)	(c)	(c)
Retirement 2050	(c)	(c)	(c)
Retirement 2055	(c)	(c)	(c)
Retirement Income	(c)	(c)	(c)
Short-Term Bond(a)	26,635,000	23,553,000	22,685,000
Short-Term Government Reserve	(c)	(b)	(b)
Short-Term Reserve	(c)	(b)	(b)
Strategic Income(a)	1,392,000	1,176,000	972,000
Target Retirement 2005	(b)	(b)	(b)
Target Retirement 2010	(b)	(b)	(b)
Target Retirement 2015	(b)	(b)	(b)

131


Fund	Fiscal Year Ended
Fund	5/31/13	5/31/12	5/31/11
Target Retirement 2020	(b)	(b)	(b)
Target Retirement 2025	(b)	(b)	(b)
Target Retirement 2030	(b)	(b)	(b)
Target Retirement 2035	(b)	(b)	(b)
Target Retirement 2040	(b)	(b)	(b)
Target Retirement 2045	(b)	(b)	(b)
Target Retirement 2050	(b)	(b)	(b)
Target Retirement 2055	(b)	(b)	(b)
U.S. Treasury Intermediate	1,642,000	1,456,000	1,439,000
U.S. Treasury Long-Term	1,534,000	1,172,000	908,000
U.S. Treasury Money	5,618,000	5,540,000	5,535,000
Ultra Short-Term Bond	271,000	(b)	(b)

(a) The fund has two classes of shares. The management fee is allocated to each class based on relative net assets.

(b) Prior to commencement of operations.

(d) The fee includes investment and administrative expenses.

(e) The fund has three classes of shares. The management fee is allocated to each class based on relative net assets.


Fund	Fiscal Year Ended
Fund	10/31/12	10/31/11	10/31/10
Africa & Middle East	$1,535,000	$2,071,000	$2,221,000
Emerging Europe	4,590,000	7,489,000	7,448,000
Emerging Markets Stock	67,016,000	57,609,000	48,683,000
European Stock	5,363,000	6,183,000	5,431,000
Global Allocation(a)	(b)	(b)	(b)
Global Growth Stock(a)	400,000	350,000	249,000
Global Infrastructure(a)	333,000	337,000	140,000
Global Stock(a)	3,584,000	4,735,000	4,866,000
Institutional Africa & Middle East	1,320,000	1,199,000	827,000
Institutional Concentrated International Equity	48,000	50,000	12,000
Institutional Emerging Markets Equity(c)	9,580,000	8,833,000	5,432,000
Institutional Global Focused Growth Equity	1,030,000	1,147,000	1,226,000
Institutional Global Growth Equity	391,000	369,000	223,000
Institutional Global Value Equity	13,000	(b)	(b)
Institutional International Core Equity	410,000	322,000	0
Institutional International Growth Equity	520,000	507,000	434,000
International Discovery	26,136,000	28,272,000	23,915,000
International Equity Index(c)	1,783,000	1,938,000	2,049,000
International Growth & Income(d)	31,913,000	25,124,000	20,526,000
International Stock(d)	52,717,000	43,889,000	38,050,000

132


Fund	Fiscal Year Ended
Fund	10/31/12	10/31/11	10/31/10
Japan	1,348,000	1,625,000	1,626,000
Latin America	20,688,000	28,930,000	29,710,000
New Asia	32,852,000	36,839,000	34,468,000
Overseas Stock	27,926,000	20,081,000	14,361,000
Summit Cash Reserves(c)	25,494,000	25,798,000	25,005,000
Summit GNMA(c)	1,285,000	1,055,000	1,060,000
Summit Municipal Income(a)(c)	3,368,000	2,622,000	2,394,000
Summit Municipal Intermediate(a)(c)	10,264,000	8,795,000	7,054,000
Summit Municipal Money Market(c)	904,000	948,000	1,119,000
U.S. Bond Enhanced Index(c)	3,064,000	2,446,000	1,616,000

(a) The fund has two classes of shares. The management fee is allocated to each class based on relative net assets.

(b) Prior to commencement of operations.

(d) The fund has three classes of shares. The management fee is allocated to each class based on relative net assets.


Fund	Fiscal Year Ended
Fund	12/31/12	12/31/11	12/31/10
Balanced	$14,554,000	$13,950,000	$12,708,000
Blue Chip Growth(a)	84,997,000	69,851,000	63,531,000
Capital Appreciation(b)	76,517,000	66,899,000	59,332,000
Capital Opportunity(a)	1,794,000	1,444,000	1,219,000
Diversified Mid-Cap Growth	1,259,000	1,209,000	726,000
Diversified Small-Cap Growth	1,673,000	1,210,000	608,000
Dividend Growth	12,540,000	9,427,000	6,125,000
Emerging Markets Bond	26,481,000	21,690,000	17,780,000
Emerging Markets Corporate Bond(b)	119,000	(d)	(d)
Emerging Markets Corporate Multi-Sector Account Portfolio	(e)	(d)	(d)
Emerging Markets Local Currency Bond(b)	359,000	152,000	(d)
Emerging Markets Local Multi-Sector Account Portfolio	(e)	(d)	(d)
Equity Income(a)	125,484,000	116,095,000	99,044,000
Equity Index 500	14,684,000	13,531,000	14,104,000
Extended Equity Market Index(c)	1,598,000	1,487,000	1,364,000
Financial Services	2,071,000	2,006,000	2,290,000
Global Industrials	(d)	(d)	(d)
Global Real Estate(b)	555,000	310,000	172,000
Global Technology	4,965,000	3,716,000	2,274,000
Growth & Income	6,310,000	6,134,000	5,773,000
Growth Stock(a)	154,138,000	137,117,000	117,595,000
Health Sciences	28,279,000	18,865,000	14,942,000

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Fund	Fiscal Year Ended
Fund	12/31/12	12/31/11	12/31/10
Institutional Emerging Markets Bond(c)	1,666,000	1,394,000	1,304,000
Institutional International Bond(c)	843,000	1,084,000	1,138,000
Institutional Large-Cap Core Growth	2,186,000	1,368,000	901,000
Institutional Large-Cap Growth	26,725,000	15,818,000	10,932,000
Institutional Large-Cap Value	4,834,000	3,305,000	2,432,000
Institutional Mid-Cap Equity Growth	16,359,000	9,561,000	3,548,000
Institutional Small-Cap Stock	5,484,000	3,276,000	2,285,000
Institutional U.S. Structured Research	2,717,000	2,876,000	1,860,000
International Bond(b)	33,327,000	34,719,000	28,277,000
Media & Telecommunications	14,284,000	13,030,000	10,578,000
Mid-Cap Growth(a)	116,777,000	123,991,000	111,365,000
Mid-Cap Value(a)	58,472,000	58,754,000	54,182,000
New America Growth(b)	21,749,000	12,570,000	6,519,000
New Era	24,641,000	30,599,000	27,355,000
New Horizons	60,313,000	52,289,000	41,117,000
Real Assets	17,198,000	13,203,000	2,069,000
Real Estate(b)	21,021,000	16,942,000	15,086,000
Science & Technology(b)	17,951,000	19,909,000	17,947,000
Small-Cap Stock(b)	53,336,000	52,293,000	42,729,000
Small-Cap Value(b)	47,986,000	46,105,000	39,801,000
Spectrum Growth	(e)	(e)	(e)
Spectrum Income	(e)	(e)	(e)
Spectrum International	(e)	(e)	(e)
Total Equity Market Index(c)	2,489,000	2,202,000	1,887,000
U.S. Large-Cap Core(b)	240,000	193,000	104,000
Value(b)	82,781,000	78,910,000	65,819,000

(a) The fund has three classes of shares. The management fee is allocated to each class based on relative net assets.

(b) The fund has two classes of shares. The management fee is allocated to each class based on relative net assets.

(d) Prior to commencement of operations.

(e) The fund does not pay an investment management fee.

Expense Limitations and Reimbursements

The following chart sets forth contractual expense ratio limitations and the periods for which they are effective. For each fund, the Investment Managers have agreed to bear any fund expenses (other than interest, taxes, brokerage, and other expenditures that are capitalized in accordance with generally accepted accounting principles, extraordinary expenses, and acquired fund fees) which would cause the funds’ ratio of expenses to average net assets to exceed the indicated percentage limitation. The expenses borne by the Investment Managers are subject to reimbursement by the funds through the indicated reimbursement date, provided no reimbursement will be made if it would result in the funds’ expense ratios exceeding their applicable limitations.

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Fund	Limitation Period	Expense Ratio Limitation %	Reimbursement Date
California Tax-Free Money(b)	July 1, 2013 – June 30, 2015	0.55	(a)
Capital Opportunity Fund–Advisor Class	May 1, 2010 – April 30, 2012	1.10	April 30, 2014(d)
Capital Opportunity Fund–R Class(c)	May 1, 2012 – April 30, 2014	1.35	April 30, 2016(d)
Diversified Small-Cap Growth	May 1, 2010 – April 30, 2012	1.25	April 30, 2014(d)
Emerging Markets Corporate Bond	May 24, 2012 – April 30, 2015	1.15	(a)
Emerging Markets Corporate Bond Fund–Advisor Class	May 24, 2012 – April 30, 2015	1.25	(a)
Emerging Markets Local Currency Bond	May 26, 2011 – April 30, 2014	1.10	(a)
Emerging Markets Local Currency Bond Fund–Advisor Class	May 26, 2011 – April 30, 2014	1.20	(a)
Equity Index 500(e)	May 1, 2012 – April 30, 2014	0.30	April 30, 2016(d)
Floating Rate(f)	October 1, 2013 - September 30, 2015	0.85	(a)
Floating Rate Fund–Advisor Class(g)	October 1, 2013 - September 30, 2015	0.95	(a)
Global Allocation	May 28, 2013 – February 29, 2016	1.05	(a)
Global Allocation Fund–Advisor Class	May 28, 2013 – February 29, 2016	1.15	(a)
Global Growth Stock(h)	March 1, 2013 – February 28, 2015	1.00	(a)
Global Growth Stock Fund–Advisor Class(i)	March 1, 2013 – February 28, 2015	1.10	(a)
Global Industrials	October 24, 2013 – April 30, 2016	1.05	(a)
Global Infrastructure(j)	March 1, 2012 – February 28, 2014	1.10	(a)
Global Infrastructure Fund–Advisor Class(k)	March 1, 2012 – February 28, 2014	1.20	(a)
Global Real Estate(l)	May 1, 2013 – April 30, 2015	1.05	(a)
Global Real Estate Fund–Advisor Class(m)	May 1, 2013 – April 30, 2015	1.15	(a)
Global Stock Fund–Advisor Class(n)	March 1, 2012 – February 28, 2014	1.15	February 29, 2016(d)
Inflation Protected Bond(o)	October 1, 2012 – September 30, 2014	0.50	September 30, 2016(d)
Institutional Africa & Middle East(p)	March 1, 2013 – February 28, 2015	1.25	(a)
Institutional Concentrated International Equity(q)	March 1, 2013 – February 28, 2015	0.75	(a)
Institutional Global Focused Growth Equity(r)	March 1, 2013 – February 28, 2015	0.75	(a)
Institutional Global Growth Equity(s)	March 1, 2013 – February 28, 2015	0.75	(a)
Institutional Global Value Equity	July 26, 2012 – February 28, 2014	0.75	(a)
Institutional International Core Equity(t)	March 1, 2013 – February 28, 2015	0.75	(a)
Institutional International Growth Equity(u)	March 1, 2012 - February 28, 2014	0.75	February 29, 2016(d)
Institutional Large-Cap Core Growth(v)	May 1, 2011 – April 30, 2013	0.65	April 30, 2015(d)
Institutional U.S. Structured Research(w)	May 1, 2012 – April 30, 2014	0.55	(a)
International Stock Fund–R Class(x)	March 1, 2012 – February 28, 2014	1.40	(a)
New America Growth Fund–Advisor Class	May 1, 2010 – April 30, 2012	1.10	(a)
New Income Fund–R Class(y)	October 1, 2012 – September 30, 2014	1.15	(a)
New York Tax-Free Money(z)	July 1, 2013 – June 30, 2015	0.55	(a)
Real Assets	July 28, 2010 – April 30, 2013	1.10	(a)
Strategic Income Fund(aa)	October 1, 2011 – September 30, 2013	0.80	(a)
Strategic Income Fund–Advisor Class(bb)	October 1, 2013 – September 30, 2015	0.95	(a)
Tax-Efficient Equity	July 1, 2010 – June 30, 2012	1.25	June 30, 2014(d)

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Fund	Limitation Period	Expense Ratio Limitation %	Reimbursement Date
Tax-Free High Yield Fund–Advisor Class	August 8, 2012 – June 30, 2015	1.05	(a)
Tax-Free Short-Intermediate Fund–Advisor Class	August 8, 2012 – June 30, 2015	0.85	(a)
Tax-Free Ultra Short-Term Bond Fund	December 3, 2012 – June 30, 2015	0.35	(a)
U.S. Large-Cap Core Fund(cc)	May 1, 2012 – April 30, 2014	1.15	(a)
U.S. Large-Cap Core Fund–Advisor Class(dd)	May 1, 2012 – April 30, 2014	1.20	(a)
U.S. Treasury Intermediate Fund	November 1, 2009 – September 30, 2012	0.55	September 30, 2014(d)
U.S. Treasury Long-Term Fund (ee)	October 1, 2012 – September 30, 2014	0.55	September 30, 2016(d)
Ultra Short-Term Bond Fund	December 3, 2012 – September 30, 2015	0.35	(a)

(a) No reimbursement will be made more than three years after any waiver or payment.

(b) The California Tax-Free Money Fund previously operated under a 0.55% expense limitation that expired June 30, 2013.

(c) The Capital Opportunity Fund–R Class previously operated under a 1.35% expense limitation that expired April 30, 2012. The reimbursement period for this limitation extends through April 30, 2014.

(d) No reimbursement will be made after the reimbursement date or three years after any waiver or payment, whichever is sooner.

(e) The Equity Index 500 Fund previously operated under a 0.30% expense limitation that expired April 30, 2012. The reimbursement period for this limitation extends through April 30, 2014.

(f) The Floating Rate Fund previously operated under a 0.85% expense limitation that expired September 30, 2013.

(g) The Floating Rate Fund–Advisor Class previously operated under a 0.95% expense limitation that expired September 30, 2013.

(h) The Global Growth Stock Fund previously operated under a 1.00% expense limitation that expired February 28, 2013.

(i) The Global Growth Stock Fund–Advisor Class previously operated under a 1.10% expense limitation that expired February 28, 2013.

(j) The Global Infrastructure Fund previously operated under a 1.10% expense limitation that expired February 29, 2012.

(k) The Global Infrastructure Fund–Advisor Class previously operated under a 1.20% expense limitation that expired February 29, 2012.

(l) The Global Real Estate Fund previously operated under a 1.05% expense limitation.

(m) The Global Real Estate Fund–Advisor Class previously operated under a 1.15% expense limitation.

(n) The Global Stock Fund–Advisor Class previously operated under a 1.15% expense limitation that expired February 29, 2011. The reimbursement period for this limitation extends through February 28, 2014.

(o) The Inflation Protected Bond Fund previously operated under a 0.50% expense limitation that expired September 30, 2012. The reimbursement period for this limitation extends through September 30, 2014.

(p) The Institutional Africa & Middle East Fund previously operated under a 1.25% expense limitation that expired February 28, 2013.

(q) The Institutional Concentrated International Equity Fund previously operated under a 0.75% expense limitation that expired February 28, 2013.

(r) The Institutional Global Focused Growth Equity Fund previously operated under a 0.75% expense limitation that expired February 28, 2013.

(s) The Institutional Global Growth Equity Fund previously operated under a 0.75% expense limitation that expired February 28, 2013.

(t) The Institutional International Core Equity Fund previously operated under a 0.75% expense limitation that expired February 28, 2013.

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(u) The Institutional International Growth Equity Fund previously operated under a 0.75% expense limitation that expired February 29, 2012.

(v) The Institutional Large-Cap Core Growth Fund previously operated under a 0.65% expense limitation that expired April 30, 2011. The reimbursement period for this limitation extends through April 30, 2013.

(w) The Institutional Structured Research Fund previously operated under a 0.55% expense limitation that expired April 30, 2012.

(x) The International Stock Fund–R Class previously operated under a 1.40% expense limitation that expired February 29, 2012.

(y) The New Income Fund–R Class previously operated under a 1.15% expense limitation that expired September 30, 2012.

(z) The New York Tax-Free Money Fund previously operated under a 0.55% expense limitation that expired June 30, 2013.

(aa) The Strategic Income Fund previously operated under a 0.80% expense limitation that expired September 30, 2013.

(bb) The Strategic Income Fund–Advisor Class previously operated under a 0.95% expense limitation that expired September 30, 2013.

(cc) The U.S. Large-Cap Core Fund previously operated under a 1.15% expense limitation that expired April 30, 2012.

(dd) The U.S. Large-Cap Core Fund–Advisor Class previously operated under a 1.20% expense limitation that expired April 30, 2012.

(ee) The U.S. Treasury Long-Term Fund previously operated under a 0.55% expense limitation that expired September 30, 2012. The reimbursement period for this limitation extends through September 30, 2014.

The Investment Management Agreements between the funds and the Investment Managers provide that each fund will bear all expenses of its operations not specifically assumed by the Investment Managers.

For the purpose of determining whether a fund is entitled to expense limitation, the expenses of a fund are calculated on a monthly basis. If a fund is entitled to expense limitation, that month’s advisory fee will be reduced or postponed, with any adjustment made after the end of the year.

Except for the California and New York Funds, each of the above-referenced funds’ Investment Management Agreement also provides that one or more additional expense limitation periods (of the same or different time periods) may be implemented after the expiration of the current expense limitation, and that with respect to any such additional limitation period, the funds may reimburse the Investment Managers, provided the reimbursement does not result in the funds’ aggregate expenses exceeding the additional expense limitation. No reimbursement may be made by the California and New York Funds unless approved by shareholders.

California Tax-Free Money Fund At February 28, 2013, management fees in the amount of $108,000 were waived. Including these amounts, management fees waived in the amount of $322,000 remain subject to repayment.

Capital Opportunity Fund–R Class At December 31, 2012, expenses in the amount of $5,000 were reimbursed to the manager. Including these amounts, expenses previously reimbursed by the manager in the amount of $9,000 remain subject to repayment.

Emerging Markets Corporate Bond Fund and Emerging Markets Corporate Bond Fund–Advisor Class At December 31, 2012, management fees in the amount of $114,000 were waived and expenses in the amount of $77,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $191,000 remain subject to repayment.

Emerging Markets Local Currency Bond Fund and Emerging Markets Local Currency Bond Fund–Advisor Class At December 31, 2012, management fees in the amount of $186,000 were waived and expenses in the amount of $87,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $445,000 remain subject to repayment.

Equity Index 500 Fund At December 31, 2012, management fees in the amount of $794,000 were repaid and there were no amounts subject to repayment.

137

Floating Rate Fund and Floating Rate Fund–Advisor Class At May 31, 2013, management fees in the amount of $132,000 were waived and expenses in the amount of $93,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $476,000 remain subject to repayment.

Global Growth Stock Fund and Global Growth Stock Fund–Advisor Class At October 31, 2012, management fees in the amount of $90,000 were waived and expenses in the amount of $118,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $657,000 remain subject to repayment.

Global Infrastructure Fund and Global Infrastructure Fund–Advisor Class At October 31, 2012, management fees in the amount of $196,000 were waived and expenses in the amount of $105,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $858,000 remain subject to repayment.

Global Real Estate Fund and Global Real Estate Fund–Advisor Class At December 31, 2012, management fees in the amount of $84,000 were waived and expenses in the amount of $160,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $895,000 remain subject to repayment.

Global Stock Fund–Advisor Class At October 31, 2012, expenses in the amount of $4,000 were repaid to the manager. Including these amounts, expenses previously reimbursed by the manager in the amount of $8,000 remain subject to repayment.

Inflation Protected Bond Fund At May 31, 2013, management fees in the amount of $309,000 were waived. Including these amounts, management fees waived in the amount of $820,000 remain subject to repayment.

Institutional Africa & Middle East Fund At October 31, 2012, management fees in the amount of $21,000 were waived. Including these amounts, management fees waived in the amount of $201,000 remain subject to repayment.

Institutional Concentrated International Equity Fund At October 31, 2012, management fees in the amount of $48,000 were waived and expenses in the amount of $190,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $521,000 remain subject to repayment.

Institutional Global Focused Growth Equity Fund At October 31, 2012, management fees in the amount of $143,000 were waived. Including these amounts, management fees waived in the amount of $412,000 remain subject to repayment.

Institutional Global Growth Equity Fund At October 31, 2012, management fees in the amount of $215,000 were waived and expenses in the amount of $1,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $661,000 remain subject to repayment.

Institutional Global Value Equity Fund At October 31, 2012, management fees in the amount of $13,000 were waived and expenses in the amount of $55,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $68,000 remain subject to repayment.

Institutional International Core Equity Fund At October 31, 2012, management fees in the amount of $212,000 were waived. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $423,000 remain subject to repayment.

Institutional International Growth Equity Fund At October 31, 2012, management fees in the amount of $252,000 were waived. Including these amounts, management fees waived in the amount of $768,000 remain subject to repayment.

138

Institutional Large-Cap Core Growth Fund At December 31, 2012, management fees in the amount of $99,000 were reimbursed by the manager. Including these amounts, management fees waived in the amount of $67,000 remain subject to repayment.

Institutional U.S. Structured Research Fund At December 31, 2012, management fees in the amount of $4,000 were waived. Including these amounts, management fees waived in the amount of $146,000 remain subject to repayment.

International Stock Fund– R Class At October 31, 2012, expenses in the amount of $2,000 were repaid to the manager. Including these amounts, expenses previously reimbursed by the manager in the amount of $4,000 remain subject to repayment.

New America Growth Fund–Advisor Class At December 31, 2012, there were no amounts subject to repayment. The Advisor Class operated below its expense limit.

New Income Fund–R Class At May 31, 2013, expenses in the amount of $9,000 were repaid to the manager. Including these amounts, expenses previously reimbursed by the manager in the amount of $19,000 remain subject to repayment.

New York Tax-Free Money Fund At February 28, 2013, management fees in the amount of $108,000 were waived. Including these amounts, management fees waived in the amount of $297,000 remain subject to repayment.

Real Assets Fund At December 31, 2012, there were no amounts subject to repayment. The fund operated below its expense limit.

Strategic Income Fund and Strategic Income Fund–Advisor Class At May 31, 2013, expenses in the amount of $168,000 were repaid to the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $12,000 remain subject to repayment.

Tax-Efficient Equity Fund At February 28, 2013, there were no amounts subject to repayment. The fund operated below its expense limit.

U.S. Large-Cap Core and U.S. Large-Cap Core Growth–Advisor Class At December 31, 2012, management fees in the amount of $7,000 were waived and expenses in the amount of $73,000 were reimbursed by the manager. Including these amounts, management fees waived and expenses previously reimbursed by the manager in the amount of $425,000 remain subject to repayment.

U.S. Treasury Intermediate At May 31, 2013, there were no amounts subject to repayment. The fund operated below its expense limit.

U.S. Treasury Long-Term At May 31, 2013, management fees in the amount of $35,000 were repaid and there were no amounts subject to repayment.

Management Related Services

In addition to the management fee, the funds (other than the Single-Fee Funds) pay for the following: shareholder service expenses; custodial, accounting, legal, and audit fees; costs of preparing and printing prospectuses and reports sent to shareholders; registration fees and expenses; proxy and annual meeting expenses (if any); and directors’ fees and expenses.

T. Rowe Price Services, Inc. (“Services”), a wholly owned subsidiary of T. Rowe Price, acts as the funds’ transfer and dividend disbursing agent and provides shareholder and administrative services. T. Rowe Price Retirement Plan Services, Inc. (“RPS”), also a wholly owned subsidiary, provides recordkeeping, sub-transfer agency, and administrative services for certain types of retirement plans investing in the funds. The fees paid by the funds to Services are based on the costs to Services of providing these services plus a return on capital employed in support of the services.

The fees paid to RPS are based on the percentage of Price Fund assets for which RPS provides recordkeeping and sub-transfer agency services. The fees paid to Services and RPS are set forth in each fund’s shareholder

139

report under “Related Party Transactions.” The address for Services and RPS is 100 East Pratt Street, Baltimore, Maryland 21202.

T. Rowe Price, under a separate agreement with the funds, provides accounting services to the funds. The funds paid the expenses shown in the following table during the fiscal years indicated to T. Rowe Price for accounting services.


Fund	Fiscal Year Ended
Fund	2/28/13	2/29/12	2/28/11
California Tax-Free Bond	$94,000	$91,000	$84,000
California Tax-Free Money	94,000	91,000	84,000
Floating Rate Multi-Sector Account Portfolio	—	(a)	(a)
Georgia Tax-Free Bond	94,000	91,000	84,000
High Yield Multi-Sector Account Portfolio	—	(a)	(a)
Investment-Grade Corporate Multi-Sector Account Portfolio	—	(a)	(a)
Maryland Short-Term Tax-Free Bond	94,000	91,000	84,000
Maryland Tax-Free Bond	119,000	120,000	113,000
Maryland Tax-Free Money	94,000	91,000	84,000
Mortgage-Backed Securities Multi-Sector Account Portfolio	—	(a)	(a)
New Jersey Tax-Free Bond	94,000	91,000	84,000
New York Tax-Free Bond	94,000	91,000	84,000
New York Tax-Free Money	94,000	91,000	84,000
Tax-Efficient Equity	94,000	91,000	84,000
Tax-Exempt Money	119,000	120,000	113,000
Tax-Free High Yield	156,000	149,000	148,000
Tax-Free High Yield Fund–Advisor Class	(b)	(a)	(a)
Tax-Free Income	86,000	78,000	81,000
Tax-Free Income Fund–Advisor Class	54,000	59,000	46,000
Tax-Free Short-Intermediate	106,000	91,000	84,000
Tax-Free Short-Intermediate Fund–Advisor Class	(b)	(a)	(a)
Tax-Free Ultra Short-Term Bond	(a)	(a)	(a)
Virginia Tax-Free Bond	94,000	84,000	65,000

(a) Prior to commencement of operations.

(b) Less than $1,000


Fund	Fiscal Year Ended
Fund	5/31/13	5/31/12	5/31/11
Corporate Income	$143,000	$148,000	$149,000
GNMA	118,000	120,000	115,000
Floating Rate	159,000	151,000	(a)
Floating Rate Fund–Advisor Class	4,000	2,000	(a)
TRP Government Reserve Investment	93,000	92,000	86,000
High Yield	166,000	162,000	152,000

140


Fund	Fiscal Year Ended
Fund	5/31/13	5/31/12	5/31/11
High Yield Fund–Advisor Class	29,000	37,000	45,000
Inflation Focused Bond	143,000	148,000	149,000
Inflation Protected Bond	143,000	148,000	149,000
Institutional Core Plus	193,000	197,000	192,000
Institutional Core Plus Fund–F Class	2,000	1,000	(b)
Institutional Floating Rate	131,000	157,000	191,000
Institutional Floating Rate Fund–F Class	49,000	42,000	2,000
Institutional Global Multi-Sector Bond	(a)	(a)	(a)
Institutional High Yield	175,000	181,000	182,000
Institutional Long Duration Credit	(a)	(a)	(a)
New Income	214,000	215,000	208,000
New Income Fund–Advisor Class	(b)	(b)	2,000
New Income Fund–R Class	(b)	(b)	(b)
Personal Strategy Balanced	175,000	181,000	182,000
Personal Strategy Growth	175,000	181,000	182,000
Personal Strategy Income	175,000	181,000	182,000
Prime Reserve	118,000	120,000	115,000
TRP Reserve Investment	118,000	138,000	149,000
Retirement 2005	(c)	(c)	(c)
Retirement 2005 Fund–Advisor Class	(c)	(c)	(c)
Retirement 2005 Fund–R Class	(c)	(c)	(c)
Retirement 2010	(c)	(c)	(c)
Retirement 2010 Fund–Advisor Class	(c)	(c)	(c)
Retirement 2010 Fund–R Class	(c)	(c)	(c)
Retirement 2015	(c)	(c)	(c)
Retirement 2015 Fund–Advisor Class	(c)	(c)	(c)
Retirement 2015 Fund–R Class	(c)	(c)	(c)
Retirement 2020	(c)	(c)	(c)
Retirement 2020 Fund–Advisor Class	(c)	(c)	(c)
Retirement 2020 Fund–R Class	(c)	(c)	(c)
Retirement 2025	(c)	(c)	(c)
Retirement 2025 Fund–Advisor Class	(c)	(c)	(c)
Retirement 2025 Fund–R Class	(c)	(c)	(c)
Retirement 2030	(c)	(c)	(c)
Retirement 2030 Fund–Advisor Class	(c)	(c)	(c)
Retirement 2030 Fund–R Class	(c)	(c)	(c)
Retirement 2035	(c)	(c)	(c)
Retirement 2035 Fund–Advisor Class	(c)	(c)	(c)
Retirement 2035 Fund–R Class	(c)	(c)	(c)
Retirement 2040	(c)	(c)	(c)
Retirement 2040 Fund–Advisor Class	(c)	(c)	(c)

141


Fund	Fiscal Year Ended
Fund	5/31/13	5/31/12	5/31/11
Retirement 2040 Fund–R Class	(c)	(c)	(c)
Retirement 2045	(c)	(c)	(c)
Retirement 2045 Fund–Advisor Class	(c)	(c)	(c)
Retirement 2045 Fund–R Class	(c)	(c)	(c)
Retirement 2050	(c)	(c)	(c)
Retirement 2050 Fund–Advisor Class	(c)	(c)	(c)
Retirement 2050 Fund–R Class	(c)	(c)	(c)
Retirement 2055	(c)	(c)	(c)
Retirement 2055 Fund–Advisor Class	(c)	(c)	(c)
Retirement 2055 Fund–R Class	(c)	(c)	(c)
Retirement Income	(c)	(c)	(c)
Short-Term Bond	146,000	155,000	148,000
Short-Term Bond Fund–Advisor Class	17,000	10,000	15,000
Short-Term Government Reserve	(a)	(a)	(a)
Short-Term Reserve	(a)	(a)	(a)
Strategic Income	194,000	198,000	196,000
Strategic Income Fund–Advisor Class	(b)	(b)	(b)
Target Retirement 2005	(a)	(a)	(a)
Target Retirement 2005 Fund–Advisor Class	(a)	(a)	(a)
Target Retirement 2010	(a)	(a)	(a)
Target Retirement 2010 Fund–Advisor Class	(a)	(a)	(a)
Target Retirement 2015	(a)	(a)	(a)
Target Retirement 2015 Fund–Advisor Class	(a)	(a)	(a)
Target Retirement 2020	(a)	(a)	(a)
Target Retirement 2020 Fund–Advisor Class	(a)	(a)	(a)
Target Retirement 2025	(a)	(a)	(a)
Target Retirement 2025 Fund–Advisor Class	(a)	(a)	(a)
Target Retirement 2030	(a)	(a)	(a)
Target Retirement 2030 Fund–Advisor Class	(a)	(a)	(a)
Target Retirement 2035	(a)	(a)	(a)
Target Retirement 2035 Fund–Advisor Class	(a)	(a)	(a)
Target Retirement 2040	(a)	(a)	(a)
Target Retirement 2040 Fund–Advisor Class	(a)	(a)	(a)
Target Retirement 2045	(a)	(a)	(a)
Target Retirement 2045 Fund–Advisor Class	(a)	(a)	(a)
Target Retirement 2050	(a)	(a)	(a)
Target Retirement 2050 Fund–Advisor Class	(a)	(a)	(a)
Target Retirement 2055	(a)	(a)	(a)
Target Retirement 2055 Fund–Advisor Class	(a)	(a)	(a)

142


Fund	Fiscal Year Ended
Fund	5/31/13	5/31/12	5/31/11
U.S. Treasury Intermediate	93,000	92,000	86,000
U.S. Treasury Long-Term	93,000	92,000	86,000
U.S. Treasury Money	93,000	92,000	86,000
Ultra Short-Term Bond	57,000	(a)	(a)

(a) Prior to commencement of operations.

(b) Less than $1,000.


Fund	Fiscal Year Ended
Fund	10/31/12	10/31/11	10/31/10
Africa & Middle East	$177,000	$184,000	$174,000
Emerging Europe	120,000	118,000	108,000
Emerging Markets Stock	177,000	184,000	174,000
European Stock	120,000	118,000	109,000
Global Allocation	(a)	(a)	(a)
Global Allocation Fund–Advisor Class	(a)	(a)	(a)
Global Growth Stock	138,000	132,000	120,000
Global Growth Stock Fund–Advisor Class	1,000	1,000	2,000
Global Infrastructure	164,000	164,000	120,000
Global Infrastructure Fund–Advisor Class	1,000	(b)	3,000
Global Stock	139,000	132,000	119,000
Global Stock Fund–Advisor Class	(b)	1,000	2,000
Institutional Africa & Middle East	177,000	184,000	174,000
Institutional Concentrated International Equity	120,000	118,000	29,000
Institutional Emerging Markets Equity	146,000	149,000	143,000
Institutional Global Focused Growth Equity	120,000	118,000	108,000
Institutional Global Growth Equity	120,000	118,000	108,000
Institutional Global Value Equity	32,000	(a)	(a)
Institutional International Core Equity	120,000	124,000	2,000
Institutional International Growth Equity	120,000	118,000	108,000
International Discovery	146,000	149,000	144,000
International Equity Index	177,000	184,000	170,000
International Growth & Income	152,000	139,000	124,000
International Growth & Income Fund–Advisor Class	5,000	8,000	9,000
International Growth & Income Fund–R Class	1,000	1,000	2,000
International Stock	154,000	146,000	138,000
International Stock Fund–Advisor Class	5,000	2,000	1,000
International Stock Fund–R Class	(b)	(b)	(b)
Japan	94,000	88,000	80,000

143


Fund	Fiscal Year Ended
Fund	10/31/12	10/31/11	10/31/10
Latin America	120,000	118,000	109,000
New Asia	146,000	149,000	143,000
Overseas Stock	146,000	149,000	143,000
Summit Cash Reserves	120,000	118,000	108,000
Summit GNMA	120,000	118,000	108,000
Summit Municipal Income	99,000	88,000	80,000
Summit Municipal Income Fund–Advisor Class	(b)	(a)	(a)
Summit Municipal Intermediate	99,000	88,000	80,000
Summit Municipal Intermediate Fund–Advisor Class	(b)	(a)	(a)
Summit Municipal Money Market	120,000	118,000	108,000
U.S. Bond Enhanced Index	120,000	118,000	108,000

(a) Prior to commencement of operations.

(b) Less than $1,000.


Fund	Fiscal Year Ended
Fund	12/31/12	12/31/11	12/31/10
Balanced	$175,000	$185,000	$180,000
Blue Chip Growth	122,000	113,000	101,000
Blue Chip Growth Fund–Advisor Class	12,000	8,000	8,000
Blue Chip Growth Fund–R Class	2,000	1,000	1,000
Capital Appreciation	190,000	196,000	189,000
Capital Appreciation Fund–Advisor Class	5,000	5,000	4,000
Capital Opportunity	157,000	148,000	133,000
Capital Opportunity Fund–Advisor Class	2,000	4,000	5,000
Capital Opportunity Fund–R Class	1,000	(a)	(a)
Diversified Mid-Cap Growth	95,000	90,000	83,000
Diversified Small-Cap Growth	95,000	90,000	83,000
Dividend Growth	109,000	102,000	94,000
Dividend Growth Fund–Advisor Class	6,000	4,000	2,000
Emerging Markets Bond	175,000	185,000	180,000
Emerging Markets Corporate Bond	116,000	(b)	(b)
Emerging Markets Corporate Bond Fund–Advisor Class	2,000	(b)	(b)
Emerging Markets Corporate Multi-Sector Account Portfolio	(b)	(b)	(b)
Emerging Markets Local Currency Bond	194,000	119,000	(b)
Emerging Markets Local Currency Bond Fund–Advisor Class	1,000	1,000	(b)
Emerging Markets Local Multi-Sector Account Portfolio	(b)	(b)	(b)
Equity Income	121,000	110,000	99,000

144


Fund	Fiscal Year Ended
Fund	12/31/12	12/31/11	12/31/10
Equity Income Fund–Advisor Class	12,000	11,000	10,000
Equity Income Fund Fund–R Class	2,000	1,000	1,000
Equity Index 500	145,000	150,000	143,000
Extended Equity Market Index	145,000	150,000	148,000
Financial Services	95,000	90,000	83,000
Global Industrials	(b)	(b)	(b)
Global Real Estate	187,000	197,000	189,000
Global Real Estate Fund–Advisor Class	8,000	4,000	4,000
Global Technology	120,000	120,000	112,000
Growth & Income	95,000	90,000	83,000
Growth Stock	144,000	136,000	122,000
Growth Stock Fund–Advisor Class	12,000	12,000	12,000
Growth Stock Fund–R Class	4,000	4,000	4,000
Health Sciences	175,000	185,000	181,000
Institutional Emerging Markets Bond	145,000	185,000	180,000
Institutional International Bond	145,000	185,000	180,000
Institutional Large-Cap Core Growth	95,000	90,000	83,000
Institutional Large-Cap Growth	95,000	90,000	83,000
Institutional Large-Cap Value	95,000	90,000	83,000
Institutional Mid-Cap Equity Growth	95,000	90,000	83,000
Institutional Small-Cap Stock	95,000	90,000	83,000
Institutional U.S. Structured Research	120,000	120,000	112,000
International Bond	154,000	181,000	170,000
International Bond Fund–Advisor Class	11,000	20,000	23,000
Media & Telecommunications	120,000	120,000	112,000
Mid-Cap Growth	126,000	113,000	102,000
Mid-Cap Growth Fund–Advisor Class	7,000	7,000	5,000
Mid-Cap Growth Fund–R Class	2,000	2,000	1,000
Mid-Cap Value	122,000	109,000	96,000
Mid-Cap Value Fund–Advisor Class	9,000	9,000	9,000
Mid-Cap Value Fund–R Class	4,000	4,000	4,000
New America Growth	99,000	98,000	93,000
New America Fund–Advisor Class	16,000	8,000	3,000
New Era	95,000	90,000	83,000
New Horizons	120,000	120,000	112,000
Real Assets	175,000	185,000	63,000
Real Estate	153,000	157,000	154,000
Real Estate Fund–Advisor Class	12,000	9,000	7,000
Science & Technology	121,000	118,000	109,000
Science & Technology Fund–Advisor Class	19,000	18,000	18,000
Small-Cap Stock	111,000	102,000	92,000

145


Fund	Fiscal Year Ended
Fund	12/31/12	12/31/11	12/31/10
Small-Cap Stock Fund–Advisor Class	4,000	4,000	4,000
Small-Cap Value	142,000	142,000	139,000
Small-Cap Value Fund–Advisor Class	23,000	24,000	23,000
Spectrum Growth	(c)	(c)	(c)
Spectrum Income	(c)	(c)	(c)
Spectrum International	(c)	(c)	(c)
Total Equity Market Index	145,000	150,000	148,000
U.S. Large-Cap Core	114,000	105,000	94,000
U.S. Large-Cap Core–Advisor Class	1,000	1,000	2,000
Value	112,000	103,000	93,000
Value Fund–Advisor Class	3,000	3,000	3,000

(a) Less than $1,000.

(b) Prior to commencement of operations.

529 Plans

T. Rowe Price is the investment manager of several college savings plans established by states under section 529 of the Code. Each plan has a number of portfolios that invest in underlying Price Funds including Blue Chip Growth, Emerging Markets Bond, Emerging Markets Stock, Equity Income, Equity Index 500, Extended Equity Market Index, Financial Services, Health Sciences, High Yield, Inflation Focused Bond, International Bond, International Equity Index, International Growth & Income, International Stock, Mid-Cap Growth, Mid-Cap Value, New Horizons, New Income, Overseas Stock, Real Assets, Science & Technology, Short-Term Bond, Small-Cap Stock, Spectrum Income, Summit Cash Reserves, Total Equity Market Index, U.S. Bond Enhanced Index, U.S. Treasury Money, and Value Funds. Each portfolio establishes an omnibus account in the underlying Price Funds. Transfer agent and recordkeeping expenses incurred by the portfolios as a result of transactions by participants in the 529 plans that invest in the Price Funds are paid for by the underlying Price Funds under their agreement with their transfer agent, T. Rowe Price Services, Inc. The expenses borne by each underlying Price Fund are set forth in the shareholder report of the underlying fund under “Related Party Transactions.”

THIRD PARTY ARRANGEMENTS

Administrative Fee Payments

The funds (other than the Inflation Focused Bond Fund, Institutional Funds (except for their F Class shares), Multi-Sector Account Portfolios, and TRP Reserve Funds) have adopted an administrative fee payment (“AFP”) program that authorizes the funds to make payments for services provided on behalf of the funds. Under the AFP program, payments by a fund (of up to 0.15% of its average daily net assets per year ) may be made to retirement plans, retirement plan recordkeepers, insurance companies, banks, and broker-dealers for transfer agency, recordkeeping, and other administrative services. These services include, but are not limited to: transmitting net purchase and redemption orders; maintaining separate records for shareholders reflecting purchases, redemptions, and share balances; mailing shareholder confirmations and periodic statements; processing dividend payments; and telephone services in connection with the above. Under the AFP program, the funds paid the amounts set forth below in calendar year 2012.

146


Fund	Payment
Africa & Middle East	$33,926
Balanced	1,026,601
Blue Chip Growth	8,401,209
California Tax-Free Bond	68,260
California Tax-Free Money	1,112
Capital Appreciation	5,871,198
Capital Opportunity	333,166
Corporate Income	69,484
Diversified Mid-Cap Growth	30,134
Diversified Small-Cap Growth	36,663
Dividend Growth	1,876,885
Emerging Europe	96,665
Emerging Markets Bond	517,802
Emerging Markets Corporate Bond	552
Emerging Markets Corporate Multi-Sector Account Portfolio	(a)
Emerging Markets Local Currency Bond	2,443
Emerging Markets Local Multi-Sector Account Portfolio	(a)
Emerging Markets Stock	1,822,949
Equity Income	11,833,473
Equity Index 500	416,008
European Stock	81,804
Extended Equity Market Index	97,002
Financial Services	90,070
Floating Rate	7,120
Floating Rate Multi-Sector Account Portfolio	(a)
Georgia Tax-Free Bond	58,362
GNMA	140,334
TRP Government Reserve Investment	(a)
Global Allocation	(b)
Global Growth Stock	2,708
Global Industrials	(b)
Global Infrastructure	2,829
Global Real Estate	27,170
Global Stock	157,880
Global Technology	341,275
Growth & Income	106,024
Growth Stock	10,247,124
Health Sciences	2,132,707
High Yield	2,374,299
High Yield Multi-Sector Account Portfolio	(a)
Inflation Focused Bond	(a)

147


Fund	Payment
Inflation Protected Bond	135,712
Institutional Africa & Middle East	(a)
Institutional Concentrated International Equity	(a)
Institutional Core Plus	(a)
Institutional Core Plus Fund–F Class	2,317
Institutional Emerging Markets Bond	(a)
Institutional Emerging Markets Equity	(a)
Institutional Floating Rate	(a)
Institutional Floating Rate Fund–F Class	83,720
Institutional Global Focused Growth Equity	(a)
Institutional Global Growth Equity	(a)
Institutional Global Multi-Sector Bond	(b)
Institutional Global Value Equity	(a)
Institutional High Yield	(a)
Institutional International Bond	(a)
Institutional International Core Equity	(a)
Institutional International Growth Equity	(a)
Institutional Large-Cap Core Growth	(a)
Institutional Large-Cap Growth	(a)
Institutional Large-Cap Value	(a)
Institutional Long Duration Credit	(a)
Institutional Mid-Cap Equity Growth	(a)
Institutional Small-Cap Stock	(a)
Institutional U.S. Structured Research	(a)
International Bond	2,349,596
International Discovery	1,714,970
International Equity Index	102,635
International Growth & Income	159,041
International Stock	705,590
Investment-Grade Corporate Multi-Sector Account Portfolio	(a)
Japan	20,287
Latin America	583,690
Maryland Short-Term Tax-Free Bond	44,767
Maryland Tax-Free Bond	396,333
Maryland Tax-Free Money	1,313
Media & Telecommunications	535,440
Mid-Cap Growth	9,333,818
Mid-Cap Value	3,338,459
Mortgage-Backed Securities Multi-Sector Account Portfolio	(a)
New America Growth	2,422,750
New Asia	1,894,554

148


Fund	Payment
New Era	1,314,898
New Horizons	4,180,472
New Income	3,394,520
New Jersey Tax-Free Bond	51,911
New York Tax-Free Bond	61,126
New York Tax-Free Money	497
Overseas Stock	364,658
Personal Strategy Balanced	917,275
Personal Strategy Growth	552,357
Personal Strategy Income	355,453
Prime Reserve	70,200
Real Assets	996
Real Estate	2,444,605
TRP Reserve Investment	(a)
Retirement 2005	(c)
Retirement 2010	(c)
Retirement 2015	(c)
Retirement 2020	(c)
Retirement 2025	(c)
Retirement 2030	(c)
Retirement 2035	(c)
Retirement 2040	(c)
Retirement 2045	(c)
Retirement 2050	(c)
Retirement 2055	(c)
Retirement Income	(c)
Science & Technology	357,048
Short-Term Bond	2,335,173
Short-Term Government Reserve	(a)
Short-Term Reserve	(a)
Small-Cap Stock	4,787,468
Small-Cap Value	2,322,976
Spectrum Growth	(c)
Spectrum Income	(c)
Spectrum International	(c)
Strategic Income	27,438
Summit Cash Reserves	59,041
Summit GNMA	10,490
Summit Municipal Income	578,933
Summit Municipal Intermediate	1,867,588
Summit Municipal Money Market	416
Target Retirement 2005	(b)

149


Fund	Payment
Target Retirement 2010	(b)
Target Retirement 2015	(b)
Target Retirement 2020	(b)
Target Retirement 2025	(b)
Target Retirement 2030	(b)
Target Retirement 2035	(b)
Target Retirement 2040	(b)
Target Retirement 2045	(b)
Target Retirement 2050	(b)
Target Retirement 2055	(b)
Tax-Efficient Equity	6,908
Tax-Exempt Money	211,492
Tax-Free High Yield	548,181
Tax-Free Income	343,105
Tax-Free Short-Intermediate	1,056,535
Tax-Free Ultra Short-Term Bond	(b)
Total Equity Market Index	73,194
U.S. Bond Enhanced Index	641,598
U.S. Large-Cap Core	1,568
U.S. Treasury Intermediate	172,419
U.S. Treasury Long-Term	132,971
U.S. Treasury Money	313,093
Ultra Short-Term Bond	21
Value	1,107,996
Virginia Tax-Free Bond	254,417

(a) Not eligible to participate in AFP program.

(b) Prior to commencement of operations.

Each Advisor and R Class has adopted an AFP program under which various third parties, including third parties receiving 12b-1 payments, may receive payments from the class in addition to 12b-1 fees for providing various recordkeeping, transfer agency, and administrative services to the classes and/or shareholders thereof. These services include, but are not limited to: transmitting net purchase and redemption orders; maintaining separate records for shareholders reflecting purchases, redemptions, and share balances; mailing shareholder confirmations and periodic statements; processing dividend payments; and telephone services in connection with the above. Under this AFP program, the funds paid the amounts set forth below in calendar year 2012.


Fund	Payment
Blue Chip Growth Fund–Advisor Class	$4,965,466
Blue Chip Growth Fund–R Class	1,208,276
Capital Appreciation Fund–Advisor Class	1,375,662
Capital Opportunity Fund–Advisor Class	21,592
Capital Opportunity Fund–R Class	15,031
Dividend Growth Fund–Advisor Class	571,228

150


Fund	Payment
Emerging Markets Corporate Bond Fund–Advisor Class	524
Emerging Markets Local Currency Bond Fund–Advisor Class	944
Equity Income Fund–Advisor Class	8,395,460
Equity Income Fund–R Class	1,682,895
Floating Rate Fund–Advisor Class	5,584
Global Allocation Fund–Advisor Class	(a)
Global Growth Stock Fund–Advisor Class	1,871
Global Infrastructure Fund–Advisor Class	1,237
Global Real Estate Fund–Advisor Class	14,887
Global Stock Fund–Advisor Class	4,461
Growth Stock Fund–Advisor Class	8,487,412
Growth Stock Fund–R Class	4,625,161
High Yield Fund–Advisor Class	6,357,670
International Bond Fund–Advisor Class	1,261,811
International Growth & Income Fund–Advisor Class	560,892
International Growth & Income Fund–R Class	264,183
International Stock Fund–Advisor Class	945,987
International Stock Fund–R Class	27,001
Mid-Cap Growth Fund–Advisor Class	3,737,217
Mid-Cap Growth Fund–R Class	1,692,633
Mid-Cap Value Fund–Advisor Class	2,196,014
Mid-Cap Value Fund–R Class	1,855,292
New America Growth Fund–Advisor Class	1,846,358
New Income Fund–Advisor Class	201,873
New Income Fund–R Class	62,257
Real Estate Fund–Advisor Class	1,052,800
Retirement 2005 Fund–Advisor Class	(b)
Retirement 2005 Fund–R Class	(b)
Retirement 2010 Fund–Advisor Class	(b)
Retirement 2010 Fund–R Class	(b)
Retirement 2015 Fund–Advisor Class	(b)
Retirement 2015 Fund–R Class	(b)
Retirement 2020 Fund–Advisor Class	(b)
Retirement 2020 Fund–R Class	(b)
Retirement 2025 Fund–Advisor Class	(b)
Retirement 2025 Fund–R Class	(b)
Retirement 2030 Fund–Advisor Class	(b)
Retirement 2030 Fund–R Class	(b)
Retirement 2035 Fund–Advisor Class	(b)
Retirement 2035 Fund–R Class	(b)

151


Fund	Payment
Retirement 2040 Fund–Advisor Class	(b)
Retirement 2040 Fund–R Class	(b)
Retirement 2045 Fund–Advisor Class	(b)
Retirement 2045 Fund–R Class	(b)
Retirement 2050 Fund–Advisor Class	(b)
Retirement 2050 Fund–R Class	(b)
Retirement 2055 Fund–Advisor Class	(b)
Retirement 2055 Fund–R Class	(b)
Retirement Income Fund–Advisor Class	(b)
Retirement Income Fund–R Class	(b)
Science & Technology Fund–Advisor Class	1,527,144
Short-Term Bond Fund–Advisor Class	3,062,923
Small-Cap Stock Fund–Advisor Class	1,111,065
Small-Cap Value Fund–Advisor Class	4,019,988
Strategic Income Fund–Advisor Class	4,110
Summit Municipal Income Fund–Advisor Class	326
Summit Municipal Intermediate Fund–Advisor Class	333
Target Retirement 2005 Fund–Advisor Class	(a)
Target Retirement 2010 Fund–Advisor Class	(a)
Target Retirement 2015 Fund–Advisor Class	(a)
Target Retirement 2020 Fund–Advisor Class	(a)
Target Retirement 2025 Fund–Advisor Class	(a)
Target Retirement 2030 Fund–Advisor Class	(a)
Target Retirement 2035 Fund–Advisor Class	(a)
Target Retirement 2040 Fund–Advisor Class	(a)
Target Retirement 2045 Fund–Advisor Class	(a)
Target Retirement 2050 Fund–Advisor Class	(a)
Target Retirement 2055 Fund–Advisor Class	(a)
Tax-Free High Yield Fund–Advisor Class	1,625
Tax-Free Income Fund–Advisor Class	4,607,907
Tax-Free Short-Intermediate Fund–Advisor Class	340
U.S. Large-Cap Core Fund–Advisor Class	1,079
Value Fund–Advisor Class	1,199,616

(a) Prior to commencement of operations.

(b) Paid by underlying Price Funds pursuant to the Special Servicing Agreement.

Additional Payments to Financial Intermediaries and Other Third Parties (All funds)

In addition to the AFP payments made by certain funds and the 12b-1 payments made by the Advisor and R Class, T. Rowe Price and its affiliates may provide expense reimbursements and meeting and marketing support payments (out of their own resources and not as an expense of the funds) to financial intermediaries, such as brokers-dealers, registered investment advisers, banks, insurance companies, and retirement plan recordkeepers, in connection with the sale, distribution, marketing, and/or servicing of the Price Funds.

152

Such expense reimbursements and meeting support payments may include sponsoring (or co-sponsoring) or providing financial support for industry conferences, client seminars, due diligence meetings, sales presentations and other third-party sponsored events. The primary purpose of these events typically focuses on training and education. These payments will generally vary depending upon the nature of the event and may include financial assistance to intermediaries that enable T. Rowe Price or one of its affiliates to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, and certain entertainment expenses (such as occasional meal expenses or tickets to sporting events that are not preconditioned on achievement of sales targets). Marketing support payments may be made for a variety of purposes, including but not limited to: advertising and marketing opportunities; building brand awareness and educating intermediaries, clients, and prospects about the Price Funds; placement on an intermediary’s list of offered funds or preferred fund list; gaining access to senior management, sales representatives, or wholesalers of an intermediary; receiving detailed reporting packages (such as periodic sales reporting, sales production results, and data on how T. Rowe Price products, including the Price Funds, are used); and inclusion as a recommended individual retirement account provider on the platform of rollover service providers. Payments may also be made to third parties that help facilitate rollovers from employer-sponsored retirement plans to individual retirement accounts.

The receipt of, or the prospect of receiving, these payments and expense reimbursements from T. Rowe Price and its affiliates may influence intermediaries and other third parties to recommend the Price Funds over other investment options for which an intermediary does not receive additional compensation (or receives lower levels of additional compensation). However, these arrangements do not increase fund expenses and will not change the price that an investor pays for shares of the Price Funds or the amount that a Price Fund receives to invest on behalf of an investor.

DISTRIBUTOR FOR THE FUNDS

Investment Services, a Maryland corporation formed in 1980 as a wholly owned subsidiary of T. Rowe Price, serves as distributor for all T. Rowe Price mutual funds on a continuous basis. Investment Services is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Investment Services is located at the same address as the funds and T. Rowe Price–100 East Pratt Street, Baltimore, Maryland 21202.

Investment Services serves as distributor to the funds, pursuant to an Underwriting Agreement (“Underwriting Agreement”), which provides that the funds (other than the Single-Fee Funds) will pay all fees and expenses in connection with necessary state filings; preparing, setting in type, printing, and mailing of prospectuses and reports to shareholders; and issuing shares, including expenses of confirming purchase orders. For the Single-Fee Funds, the Underwriting Agreement provides that Investment Services will pay, or will arrange for others to pay, these fees and expenses.

The Underwriting Agreement also provides that Investment Services will pay all fees and expenses in connection with printing and distributing prospectuses and reports for use in offering and selling fund shares; preparing, setting in type, printing, and mailing all sales literature and advertising; Investment Services’ federal and state registrations as a broker-dealer; and offering and selling shares for each fund, except for those fees and expenses specifically assumed by the funds. Investment Services’ expenses are paid by T. Rowe Price.

Investment Services acts as the agent of the funds, in connection with the sale of fund shares in the various states in which Investment Services is qualified as a broker-dealer. Under the Underwriting Agreement, Investment Services accepts orders for fund shares at net asset value. Other than as described below with respect to the Advisor and R Class shares, no sales charges are paid by investors or the funds and no compensation is paid to Investment Services.

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Advisor and R Class

Distribution and Shareholder Services Plan

The funds’ directors adopted a plan pursuant to Rule 12b-1 with respect to each Advisor and R Class (the “Class”). Each plan provides that the Class may compensate Investment Services or such other persons as the funds or Investment Services designates, to finance any or all of the distribution, shareholder servicing, maintenance of shareholder accounts, and/or other administrative services with respect to Class shares. It is expected that most, if not all, payments under each plan will be made (either directly, or indirectly through Investment Services) to intermediaries other than Investment Services such as broker-dealers, banks, insurance companies, and retirement plan recordkeepers. Under each plan, the Advisor Class pays a fee at the annual rate of up to 0.25% of that class’s average daily net assets and the R Class pays a fee at the annual rate of up to 0.50% of that class’s average net daily assets. Normally, the full amount of the fee is paid to the intermediary on shares sold through that intermediary; however, a lesser amount may be paid. In addition, the fee may be split among intermediaries based on the level of services provided by each. Intermediaries may use the payments for, among other purposes, compensating employees engaged in sales and/or shareholder servicing of the Class, as well as for a wide variety of other purposes associated with supporting, distributing, and servicing Class shares. The amount of fees paid by a Class during any year may be more or less than the cost of distribution and other services provided to the Class and its investors. FINRA rules limit the amount of annual distribution and service fees that may be paid by a mutual fund and impose a ceiling on the cumulative distribution fees paid. The plan complies with these rules.

The plan requires that Investment Services provide, or cause to be provided, a quarterly written report identifying the amounts expended by each Class and the purposes for which such expenditures were made to the fund directors for their review.

Prior to approving the plan, the funds considered various factors relating to the implementation of the plan and determined that there is a reasonable likelihood that the plan will benefit each fund, its Class, and the Class’s shareholders. The fund directors noted that to the extent the plan allows a fund to sell Class shares in markets to which it would not otherwise have access, the plan may result in additional sales of fund shares. This may enable a fund to achieve economies of scale that could reduce expenses. In addition, certain ongoing shareholder services may be provided more effectively by intermediaries with which shareholders have an existing relationship.

The plan is renewable from year to year with respect to each fund, so long as its continuance is approved at least annually (1) by the vote of a majority of the fund directors and (2) by a vote of the majority of the funds’ independent directors cast in person at a meeting called for the purpose of voting on such approval. The plan may not be amended to increase materially the amount of fees paid by any Class thereunder unless such amendment is approved by a majority vote of the outstanding shares of such Class and by the fund directors in the manner prescribed by Rule 12b-1 under the 1940 Act. The plan is terminable with respect to a Class at any time by a vote of a majority of the independent directors or by a majority vote of the outstanding shares in the Class.

Payments under the 12b-1 plans will still normally be made for funds that are closed to new investors. Such payments are made for the various services provided to existing investors by the intermediaries receiving such payments.

The following payments for the fiscal year indicated were made to intermediaries, including broker-dealers and insurance companies, for the distribution, shareholder servicing, maintenance of shareholder accounts, and/or other administrative services under the plan.


Fund	Fiscal Year Ended 2/28/13
Tax-Free High Yield Fund–Advisor Class	$2,000
Tax-Free Income Fund–Advisor Class	2,920,000
Tax-Free Short-Intermediate Fund–Advisor Class	1,000

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Fund	Fiscal Year Ended 5/31/13
Floating Rate Fund–Advisor Class	$8,000
High Yield Fund–Advisor Class	3,418,000
New Income Fund–Advisor Class	139,000
New Income Fund–R Class	44,000
Retirement 2005 Fund–Advisor Class	121,000
Retirement 2005 Fund–R Class	366,000
Retirement 2010 Fund–Advisor Class	1,886,000
Retirement 2010 Fund–R Class	2,335,000
Retirement 2015 Fund–Advisor Class	1,332,000
Retirement 2015 Fund–R Class	1,514,000
Retirement 2020 Fund–Advisor Class	5,717,000
Retirement 2020 Fund–R Class	7,578,000
Retirement 2025 Fund–Advisor Class	1,897,000
Retirement 2025 Fund–R Class	2,236,000
Retirement 2030 Fund–Advisor Class	5,039,000
Retirement 2030 Fund–R Class	7,208,000
Retirement 2035 Fund–Advisor Class	1,364,000
Retirement 2035 Fund–R Class	1,673,000
Retirement 2040 Fund–Advisor Class	3,670,000
Retirement 2040 Fund–R Class	4,924,000
Retirement 2045 Fund–Advisor Class	740,000
Retirement 2045 Fund–R Class	947,000
Retirement 2050 Fund–Advisor Class	914,000
Retirement 2050 Fund–R Class	1,431,000
Retirement 2055 Fund–Advisor Class	110,000
Retirement 2055 Fund–R Class	159,000
Retirement Income Fund–Advisor Class	794,000
Retirement Income Fund–R Class	1,438,000
Short-Term Bond Fund–Advisor Class	1,777,000
Strategic Income Fund–Advisor Class	4,000
Target Retirement 2005 Fund–Advisor Class	(a)
Target Retirement 2010 Fund–Advisor Class	(a)
Target Retirement 2015 Fund–Advisor Class	(a)
Target Retirement 2020 Fund–Advisor Class	(a)
Target Retirement 2025 Fund–Advisor Class	(a)
Target Retirement 2030 Fund–Advisor Class	(a)
Target Retirement 2035 Fund–Advisor Class	(a)
Target Retirement 2040 Fund–Advisor Class	(a)
Target Retirement 2045 Fund–Advisor Class	(a)

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Fund	Fiscal Year Ended 5/31/13
Target Retirement 2050 Fund–Advisor Class	(a)
Target Retirement 2055 Fund–Advisor Class	(a)

(a) Prior to commencement of operations.


Fund	Fiscal Year Ended 10/31/12
Global Allocation Fund–Advisor Class	(a)
Global Growth Stock Fund–Advisor Class	2,000
Global Infrastructure Fund–Advisor Class	$1,000
Global Stock Fund–Advisor Class	3,000
International Growth & Income Fund–Advisor Class	372,000
International Growth & Income Fund–R Class	200,000
International Stock Fund–Advisor Class	577,000
International Stock Fund–R Class	18,000
Summit Municipal Income Fund–Advisor Class	(b)
Summit Municipal Intermediate Fund–Advisor Class	(b)

(a) Prior to commencement of operations.

(b) Less than $1,000.


Fund	Fiscal Year Ended 12/31/12
Blue Chip Growth Fund–Advisor Class	$3,083,000
Blue Chip Growth Fund–R Class	891,000
Capital Appreciation Fund–Advisor Class	871,000
Capital Opportunity Fund–Advisor Class	14,000
Capital Opportunity Fund–R Class	13,000
Dividend Growth Fund–Advisor Class	361,000
Emerging Markets Corporate Bond Fund–Advisor Class	1,000
Emerging Markets Local Currency Bond Fund–Advisor Class	1,000
Equity Income Fund–Advisor Class	5,133,000
Equity Income Fund–R Class	1,312,000
Global Real Estate Fund–Advisor Class	9,000
Growth Stock Fund–Advisor Class	5,402,000
Growth Stock Fund–R Class	3,599,000
International Bond Fund–Advisor Class	831,000
Mid-Cap Growth Fund–Advisor Class	2,284,000
Mid-Cap Growth Fund–R Class	1,314,000
Mid-Cap Value Fund–Advisor Class	1,431,000
Mid-Cap Value Fund–R Class	1,439,000
New America Growth Fund–Advisor Class	1,125,000
Real Estate Fund–Advisor Class	659,000
Science & Technology Fund–Advisor Class	956,000

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Fund	Fiscal Year Ended 12/31/12
Small-Cap Stock Fund–Advisor Class	696,000
Small-Cap Value Fund–Advisor Class	2,539,000
U.S. Large-Cap Core Fund–Advisor Class	1,000
Value Fund–Advisor Class	738,000

PORTFOLIO TRANSACTIONS

Investment or Brokerage Discretion

Decisions with respect to the selection, purchase, and sale of portfolio securities on behalf of the international Price Funds are generally made by T. Rowe Price International, Price Hong Kong, or Price Singapore. Decisions with respect to the selection, purchase, and sale of portfolio securities on behalf of all other Price Funds are generally made by T. Rowe Price. T. Rowe Price, T. Rowe Price International, Price Hong Kong and Price Singapore are responsible for implementing these decisions for the Price Funds, including, where applicable, the negotiation of commissions, the allocation of portfolio brokerage and principal business, and the use of affiliates to assist in routing orders for execution. Price Singapore delegates actual trade execution to the trading desks of T. Rowe Price, T. Rowe Price International, or Price Hong Kong, and may use these affiliated investment advisers for certain other trading-related services.

How Broker-Dealers Are Selected

With respect to equity and debt securities, T. Rowe Price, T. Rowe Price International, Price Hong Kong, or Price Singapore may effect principal transactions on behalf of a fund with a broker-dealer that furnishes brokerage and/or research services; designate any such broker-dealer to receive selling concessions, discounts, or other allowances; or otherwise deal with any such broker-dealer in connection with the acquisition of securities in underwritings. T. Rowe Price, T. Rowe Price International, Price Hong Kong, or Price Singapore may receive research services in connection with brokerage transactions, including designations in fixed-price offerings.

Debt Securities

In purchasing and selling debt securities, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore ordinarily place transactions with the issuer or a primary market-maker acting as principal for the securities on a net basis, with no stated brokerage commission being paid by the client, although the price usually includes undisclosed compensation to the market-maker. Debt securities may also be purchased from underwriters at prices which include underwriting fees. Any transactions placed through broker-dealers serving as primary market-makers reflect the spread between the bid and ask prices.

Equity Securities

In purchasing and selling equity securities, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore seek to obtain best execution at favorable security prices through responsible broker-dealers and, in the case of agency transactions, at competitive commission rates. However, under certain conditions, higher brokerage commissions may be paid to broker-dealers providing brokerage and research services to T. Rowe Price, T. Rowe Price International, and Price Hong Kong than might be paid to other broker-dealers in accordance with Section 28(e) under the 1934 Act.

In selecting broker-dealers to execute the Price Funds’ portfolio transactions, consideration is given to such factors as the price of the security, the rate of the commission, the size and difficulty of the order, the reliability, integrity, general execution, and operational capabilities of competing broker-dealers, their expertise in particular markets, and brokerage and research services provided by them. It is not the policy of

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T. Rowe Price, T. Rowe Price International, or Price Hong Kong to seek the lowest available commission rate where it is believed that a broker-dealer charging a higher commission rate would offer greater reliability or provide better price or more efficient execution.

As a general practice, transactions involving U.S. equity securities are executed in the primary market with market-makers, or through electronic, “low touch” trading venues. In selecting from among these options, T. Rowe Price generally seeks to select the broker-dealers or electronic venue it believes to be actively and effectively trading the security being purchased or sold. In an effort to obtain best execution, orders for foreign equity securities may be placed through T. Rowe Price International’s or Price Hong Kong’s trading desk.

Transactions on stock exchanges involve the payment of brokerage commissions. In transactions on stock exchanges in the U.S., these commissions are negotiated. Traditionally, commission rates have generally not been negotiated on stock markets outside the U.S. However, an increasing number of overseas stock markets have adopted a system of negotiated rates or ranges of rates, although a small number of markets continue to be subject to an established schedule of minimum commission rates. It is expected that equity securities will ordinarily be purchased in the primary markets, whether over-the-counter (“OTC”) or listed, and that listed securities may be purchased in the OTC market if such market is deemed the primary market. In the case of securities traded on the OTC markets, there is generally no stated commission, but the price usually includes an undisclosed commission or markup. In underwritten offerings, the price includes a disclosed, fixed commission or discount.

Evaluating the Overall Reasonableness of Brokerage Commissions Paid

On a continuing basis, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore seek to determine what levels of commission rates are reasonable in the marketplace for transactions executed on behalf of mutual funds and other institutional clients. In evaluating the reasonableness of commission rates, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may consider any or all of the following: (a) rates quoted by broker-dealers; (b) the size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved; (c) the complexity of a particular transaction in terms of both execution and settlement; (d) the level and type of business conducted with a particular firm over a period of time; (e) the extent to which the broker-dealer has capital at risk in the transaction; (f) historical commission rates; and (g) rates paid by other institutional investors based on available public information.

Commissions Paid to Broker-Dealers for Research

Broker-dealers provide a wide range of research services to T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore.

T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore seek best execution on all trades consistent with fiduciary and regulatory requirements. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore have adopted a brokerage allocation policy embodying the concepts of Section 28(e) under the 1934 Act. Section 28(e) permits an investment adviser to cause an account to pay a higher commission to a broker-dealer that also provides research services than the commission another broker-dealer would charge, provided the adviser determines in good faith that the commission paid is reasonable in relation to the value of the brokerage and research services provided. An adviser may make such a determination based upon either the particular transaction involved or the overall responsibilities of the adviser with respect to the accounts over which it exercises investment discretion. Therefore, research may not necessarily benefit all accounts paying commissions to such broker-dealers. Broker-dealers may provide proprietary research to T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore in connection with brokerage relationships, including fixed income offerings.

Certain full service broker-dealers (broker-dealers who provide brokerage and execution services) also furnish “bundled” proprietary research services to T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore. “Bundled” research involves an arrangement whereby the underlying commission is informally comprised of both trade execution and other services, most frequently investment research that is

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intended to assist T. Rowe Price, T. Rowe Price International, Price Hong Kong, and/or Price Singapore with their internal research processes. Such services are typically not offered on a stand-alone basis by broker-dealers. Proprietary research may include research from an affiliate of the broker-dealer and services that provide access to unaffiliated industry experts. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may use full service brokers either directly or through very limited use of “step-outs” or similar transactions with other brokers. Step-out trades, however, are not used to obtain research.

In addition, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may use equity brokerage commissions to acquire third party research from independent research providers and broker-dealers through commission-sharing arrangements (“CSAs”). While Price Singapore does not currently participate in the CSA program, T. Rowe Price, T. Rowe Price International, and Price Hong Kong maintain CSAs with broker-dealers used for a percentage of “low touch” commission business. We generally effect low touch trading through broker-dealers’ electronic venues. We confine the use of CSA credits to obtain only research designed to assist in the investment decision-making process. Our current practice is to not acquire market data services, index data, software and other items with commission dollars, although some of those items are permitted under the SEC’s guidance. Not all clients participate in the CSA program but the research received through such program is intended to assist T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore with its investment decision making responsibilities regarding its clients overall.

Proprietary and independent third-party research is an important component of T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore’s investment approach. However, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore rely primarily upon their own research efforts and subject any outside research services to internal analysis before incorporating such outside research into the investment process. As a practical matter, it would not be possible for T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore to generate all the information and varied opinions provided by broker-dealers. To the extent that broker-dealers provide research services of value, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore are relieved of expenses which they might otherwise bear.

Broker-dealers and independent research providers generally supply the following types of research to T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore: information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, and analysis of corporate responsibility issues. The research incorporates both domestic and international perspectives. Research services are received primarily in the form of written reports, computer generated data, telephone contacts, and personal meetings with security analysts, corporate and industry executives, and other persons. In addition, research may include the provision of access to unaffiliated individuals with expertise in various industries, businesses, or other related areas. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may receive complimentary and customary fixed income research from various broker-dealers, including broker-dealers with whom fixed income transactions are carried out in accordance with T. Rowe Price’s, T. Rowe Price International’s, Price Hong Kong’s, and Price Singapore’s best execution obligations. Such research, however, is not contingent upon specific trades with the providing broker-dealer. Some research may be incorporated into firm-wide systems or communications thereby allowing, in some instances, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore to access research obtained through commissions generated by an affiliated investment adviser.

At the present time, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore do not recapture commissions, underwriting discounts, or selling-group concessions in connection with debt securities acquired in underwritten offerings. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may, however, have the opportunity to designate a portion of the underwriting spread to broker-dealers that participate in the offering.

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Directed Brokerage

The Price Funds that invest in U.S. equity securities have adopted a commission recapture program. Under the program, a percentage of commissions generated by the portfolio transactions of those funds is rebated to the funds by the broker-dealers and credited to short-term security gain/loss. Although the Price Funds do not recapture commissions in connection with debt securities acquired in underwritten offerings, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may have the opportunity to designate a portion of the underwriting spread to broker-dealers that participate in the offering.

Allocation of Brokerage Commissions

T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore have policies of not pre-committing a specific amount of business to any broker-dealer over any specific time period. Historically, brokerage placement has been determined, as appropriate, by the needs of a specific transaction such as market-making, availability of a buyer or seller of a particular security, or specialized execution skills. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may choose to allocate brokerage among several broker-dealers that are able to meet the needs of the transaction.

As an ongoing process, T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore assess the contributions of the brokerage and research services provided by major broker-dealers and independent research providers in connection with equity transactions, and create a ranking of such broker-dealers. Portfolio managers, research analysts, and the trading department each evaluate the brokerage, execution, and research services they receive from broker-dealers and independent research providers and make judgments as to the quality of such services. In addition, smaller specialty broker-dealers and independent research providers are targeted to receive a suggested dollar amount of equity business based on an assessment of services they provide, subject to the fiduciary duties of T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore to seek best execution. Actual commissions received by any firm may not reflect such rankings or suggested targets because brokerage business is allocated on the basis of multiple factors considered in seeking best execution. Accordingly, commission business may be less than the ranking or suggested target but may also often exceed such suggestions. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore do not exclude a broker-dealer from receiving business because the broker-dealer does not provide research services. Price Singapore uses low touch or execution-only brokers where deemed appropriate.

Allocation of brokerage business is monitored on a regularly scheduled basis by appropriate personnel and the Equity Brokerage and Trading Control Committee. The Fixed Income Brokerage and Trading Control Committee provides similar monitoring and oversight with regard to fixed income trading.

Trade Allocation Policies

T. Rowe Price, T. Rowe Price International, and Price Hong Kong have developed written trade allocation guidelines for their trading desks. Generally, when the amount of securities available in a public or initial offering or the secondary markets is insufficient to satisfy the volume or price requirements for the participating client portfolios, the guidelines require a pro-rata allocation based upon the relative sizes of the participating client portfolios or the relative sizes of the participating client orders, depending upon the market involved. In allocating trades made on a combined basis, the trading desks seek to achieve the same net unit price of the securities for each participating client. Because a pro-rata allocation may not always adequately accommodate all facts and circumstances, the guidelines provide for exceptions to allocate trades on an adjusted basis, which may include a system-generated random allocation. For example, adjustments may be made: (i) to eliminate de minimis positions or satisfy minimum denomination requirements; (ii) to give priority to accounts with specialized investment policies and objectives; and (iii) to reallocate in light of a participating portfolio’s characteristics (e.g., available cash, industry or issuer concentration, duration, credit exposure). With respect to any private placement transactions, conditions imposed by the issuer or client may limit availability of allocations to client accounts.

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Miscellaneous

The brokerage allocation policies for T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore are generally applied to all of their fully discretionary accounts, which represent a substantial majority of all assets under management. Research services furnished by broker-dealers through which T. Rowe Price, T. Rowe Price International, Price Hong Kong, or Price Singapore effect securities transactions may be used in servicing all accounts (including non-Price Funds) managed by T. Rowe Price, T. Rowe Price International, Price Hong Kong or Price Singapore. Therefore, research services received from broker-dealers that execute transactions for a particular fund will not necessarily be used by T. Rowe Price, T. Rowe Price International, Price Hong Kong, or Price Singapore in connection with the management of that fund. The Price Funds do not allocate business to any broker-dealer on the basis of its sales of the funds’ shares. However, this does not mean that broker-dealers who purchase fund shares for their clients will not receive business from the fund.

Since certain clients of T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore could have similar investment objectives and programs to those of a particular Price Fund, T. Rowe Price, T. Rowe Price International, Price Hong Kong, or Price Singapore may make recommendations to other clients that result in their purchasing or selling securities simultaneously with the fund. As a result, the demand for securities being purchased or the supply of securities being sold may increase, and this could have an adverse effect on the price of those securities. It is the policy of T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore not to favor one client over another in making recommendations or in placing orders. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore frequently follow the practice of grouping orders of various clients for execution. Clients should be aware, however, that the grouping of their orders with other clients’ orders may sometimes result in a more favorable price and at other times may result in a less favorable price than if the client orders had not been grouped. Where an aggregate order is executed in a series of transactions at various prices on a given day, each participating client’s proportionate share of such order will reflect the average price paid or received with respect to the total order.

T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore, as applicable, may also include orders on behalf of the Price Funds (including affiliated common trust funds), T. Rowe Price Savings Bank, and not-for-profit entities, T. Rowe Price Foundation, Inc. and the T. Rowe Price Program for Charitable Giving, Inc., in its aggregated orders from time to time.

T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore may give advice and take action for clients, including the Price Funds, which differs from advice given or the timing or nature of action taken for other clients. T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore are not obligated to initiate transactions for clients in any security that their principals, affiliates, or employees may purchase or sell for their own accounts or for other clients.

Purchase and sale transactions may be effected directly among and between non-ERISA client accounts (including affiliated mutual funds), provided no commission is paid to any broker-dealer, the security traded has readily available market quotations, and the transaction is effected at the independent current market price.

The Equity and Fixed Income Brokerage and Trading Control Committees are responsible for developing brokerage policies, monitoring their implementation, and resolving any questions that arise in connection with these policies for T. Rowe Price, T. Rowe Price International, Price Hong Kong, and Price Singapore.

T. Rowe Price and its affiliated investment advisers have established a general investment policy that they will ordinarily not make additional purchases of a common stock for their clients (including the Price Funds) if, as a result of such purchases, 10% or more of the outstanding common stock of the issuer would be held by clients in the aggregate. Approval may be given for aggregate ownership up to 18%, and in certain instances, higher amounts. All aggregate ownership decisions are reviewed by the appropriate oversight committee. For purposes of monitoring both of these limits, securities held by clients and clients of affiliated advisers are included.

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Total Brokerage Commissions

The Price Funds’ bond investments are generally purchased and sold through principal transactions, meaning that a fund normally purchases bonds directly from the issuer or a primary market-maker acting as principal for the bonds, on a net basis. As a result, there is no explicit brokerage commission paid on these transactions, although purchases of new issues from underwriters of bonds typically include a commission or concession paid by the issuer to the underwriter and purchases from dealers serving as market-makers typically include a dealer’s mark-up (i.e., a spread between the bid and the asked prices). Explicit brokerage commissions are paid, however, in connection with opening and closing out futures positions. In addition, the funds do not incur any brokerage commissions when buying and selling shares of other Price Funds or another open-end mutual fund that is not exchange-traded, although a fund will pay brokerage commissions if it purchases or sells shares of an exchange-traded fund.

The following tables show the approximate total amount of brokerage commissions paid by each fund for its prior three fiscal years. Since bond purchases do not normally involve the payment of explicit brokerage commissions, the tables generally reflect only the brokerage commissions paid on transactions involving equity securities and futures, if applicable.


Fund	Fiscal Year Ended
Fund	2/28/13	2/29/12	2/28/11
California Tax-Free Bond	$0	$86,000	$129,000
California Tax-Free Money	0	1,000	1,000
Floating Rate Multi-Sector Account Portfolio	0	(a)	(a)
Georgia Tax-Free Bond	0	54,000	63,000
High Yield Multi-Sector Account Portfolio	0	(a)	(a)
Investment-Grade Corporate Multi-Sector Account Portfolio	0	(a)	(a)
Maryland Short-Term Tax-Free Bond	0	25,000	17,000
Maryland Tax-Free Bond	0	149,000	498,000
Maryland Tax-Free Money	0	0	1,000
Mortgage-Backed Securities Multi-Sector Account Portfolio	0	(a)	(a)
New Jersey Tax-Free Bond	0	56,000	113,000
New York Tax-Free Bond	0	155,000	77,000
New York Tax-Free Money	0	0	2,000
Tax-Efficient Equity	14,000	33,000	19,000
Tax-Exempt Money	0	1,000	1,000
Tax-Free High Yield	0	473,000	933,000
Tax-Free Income	0	405,000	1,495,000
Tax-Free Short-Intermediate	0	409,000	311,000
Tax-Free Ultra Short-Term Bond	(a)	(a)	(a)
Virginia Tax-Free Bond	0	85,000	278,000

(a) Prior to commencement of operations.


Fund	Fiscal Year Ended
Fund	5/31/13	5/31/12	5/31/11
Corporate Income	$2,000	$556,000	$1,103,000
Floating Rate	0	158,000	(a)

162


Fund	Fiscal Year Ended
Fund	5/31/13	5/31/12	5/31/11
GNMA	30,000	108,000	71,000
TRP Government Reserve Investment	0	0	0
High Yield	359,000	21,312,000	37,777,000
Inflation Focused Bond	12,000	365,000	353,000
Inflation Protected Bond	5,000	9,000	9,000
Institutional Core Plus	4,000	43,000	63,000
Institutional Floating Rate	0	6,361,000	8,475,000
Institutional Global Multi-Sector Bond	(a)	(a)	(a)
Institutional High Yield	80,000	5,657,000	6,153,000
Institutional Long Duration Credit	(a)	(a)	(a)
New Income	605,000	4,889,000	6,086,000
Personal Strategy Balanced	430,000	671,000	795,000
Personal Strategy Growth	386,000	525,000	639,000
Personal Strategy Income	195,000	314,000	363,000
Prime Reserve	0	0	0
TRP Reserve Investment	0	0	0
Retirement 2005	0	0	0
Retirement 2010	0	0	0
Retirement 2015	0	0	0
Retirement 2020	0	0	0
Retirement 2025	0	0	0
Retirement 2030	0	0	0
Retirement 2035	0	0	0
Retirement 2040	0	0	0
Retirement 2045	0	0	0
Retirement 2050	0	0	0
Retirement 2055	0	0	0
Retirement Income	0	0	0
Short-Term Bond	43,000	2,330,000	2,454,000
Short-Term Government Reserve	(a)	(a)	(a)
Short-Term Reserve	(a)	(a)	(a)
Strategic Income	18,000	88,000	289,000
Target Retirement 2005	(a)	(a)	(a)
Target Retirement 2010	(a)	(a)	(a)
Target Retirement 2015	(a)	(a)	(a)
Target Retirement 2020	(a)	(a)	(a)
Target Retirement 2025	(a)	(a)	(a)
Target Retirement 2030	(a)	(a)	(a)
Target Retirement 2035	(a)	(a)	(a)
Target Retirement 2040	(a)	(a)	(a)
Target Retirement 2045	(a)	(a)	(a)

163


Fund	Fiscal Year Ended
Fund	5/31/13	5/31/12	5/31/11
Target Retirement 2050	(a)	(a)	(a)
Target Retirement 2055	(a)	(a)	(a)
U.S. Treasury Intermediate	15,000	18,000	18,000
U.S. Treasury Long-Term	0	13,000	14,000
U.S. Treasury Money	0	0	0
Ultra Short-Term Bond	0	(a)	(a)

(a) Prior to commencement of operations.


Fund	Fiscal Year Ended
Fund	10/31/12	10/31/11	10/31/10
Africa & Middle East	$372,000	$925,000	$940,000
Emerging Europe	265,000	904,000	862,000
Emerging Markets Stock	4,854,000	4,605,000	4,575,000
European Stock	773,000	980,000	1,042,000
Global Allocation	(a)	(a)	(a)
Global Growth Stock	113,000	118,000	87,000
Global Infrastructure	24,000	38,000	27,000
Global Stock	748,000	973,000	1,127,000
Institutional Africa & Middle East	376,000	739,000	364,000
Institutional Concentrated International Equity	12,000	9,000	4,000
Institutional Emerging Markets Equity	671,000	821,000	505,000
Institutional Global Focused Growth Equity	223,000	246,000	282,000
Institutional Global Growth Equity	127,000	124,000	81,000
Institutional Global Value Equity	3,000	(a)	(a)
Institutional International Core Equity	19,000	18,000	2,000
Institutional International Growth Equity	79,000	106,000	94,000
International Discovery	2,413,000	4,108,000	4,165,000
International Equity Index	35,000	107,000	36,000
International Growth & Income	3,771,000	2,956,000	2,011,000
International Stock	8,685,000	10,042,000	8,578,000
Japan	222,000	306,000	270,000
Latin America	1,698,000	2,223,000	2,589,000
New Asia	5,137,000	12,677,000	9,715,000
Overseas Stock	1,521,000	1,666,000	1,113,000
Summit Cash Reserves	0	0	0
Summit GNMA	0	11,000	7,000
Summit Municipal Income	0	182,000	392,000
Summit Municipal Intermediate	0	199,000	878,000

164


Fund	Fiscal Year Ended
Fund	10/31/12	10/31/11	10/31/10
Summit Municipal Money Market	0	0	0
U.S. Bond Enhanced Index	0	150,000	127,000

(a) Prior to commencement of operations.


Fund	Fiscal Year Ended
Fund	12/31/12	12/31/11	12/31/10
Balanced	$851,000	$1,265,000	$1,294,000
Blue Chip Growth	3,187,000	4,984,000	5,311,000
Capital Appreciation	5,276,000	13,979,000	11,154,000
Capital Opportunity	189,000	173,000	153,000
Diversified Mid-Cap Growth	35,000	176,000	49,000
Diversified Small-Cap Growth	95,000	56,000	34,000
Dividend Growth	325,000	305,000	499,000
Emerging Markets Bond	0	1,000	6,000
Emerging Markets Corporate Bond	0	(a)	(a)
Emerging Markets Corporate Multi-Sector Account Portfolio	0	(a)	(a)
Emerging Markets Local Currency Bond	0	0	(a)
Emerging Markets Local Multi-Sector Account Portfolio	0	(a)	(a)
Equity Income	4,734,000	5,232,000	4,254,000
Equity Index 500	366,000	720,000	761,000
Extended Equity Market Index	63,000	56,000	51,000
Financial Services	241,000	396,000	901,000
Global Industrials	(b)	(b)	(b)
Global Real Estate	38,000	433,000	569,000
Global Technology	2,083,000	1,526,000	992,000
Growth & Income	135,000	10,107,000	5,849,000
Growth Stock	8,772,000	8,104,000	9,070,000
Health Sciences	1,662,000	1,415,000	1,639,000
Institutional Emerging Markets Bond	0	(a)	(a)
Institutional International Bond	0	(a)	(a)
Institutional Large-Cap Core Growth	80,000	95,000	77,000
Institutional Large-Cap Growth	1,886,000	2,187,000	1,610,000
Institutional Large-Cap Value	271,000	230,000	146,000
Institutional Mid-Cap Equity Growth	1,476,000	1,654,000	555,000
Institutional Small-Cap Stock	386,000	554,000	499,000
Institutional U.S. Structured Research	273,000	352,000	279,000
International Bond	0	(a)	(a)
Media & Telecommunications	1,734,000	6,599,000	5,074,000
Mid-Cap Growth	8,998,000	13,732,000	11,744,000

165


Fund	Fiscal Year Ended
Fund	12/31/12	12/31/11	12/31/10
Mid-Cap Value	7,436,000	8,340,000	11,430,000
New America Growth	1,541,000	1,792,000	901,000
New Era	3,253,000	3,700,000	2,625,000
New Horizons	4,863,000	16,444,000	13,013,000
Real Assets	1,905,000	2,135,000	903,000
Real Estate	605,000	1,061,000	3,658,000
Science & Technology	2,864,000	5,245,000	4,218,000
Small-Cap Stock	2,896,000	6,908,000	7,812,000
Small-Cap Value	741,000	1,312,000	5,206,000
Spectrum Growth	0	0	0
Spectrum Income	0	0	0
Spectrum International	0	0	0
Total Equity Market Index	29,000	37,000	38,000
U.S. Large-Cap Core	23,000	22,000	9,000
Value	9,665,000	6,089,000	7,044,000

(a) Less than $1,000.

(b) Prior to commencement of operations.

Fund Holdings in Securities of Brokers and Dealers

The following lists the funds’ holdings in securities of its regular brokers and dealers as of the end of the fiscal years indicated.

(Amounts in 000s)

California Tax-Free Bond Fund


	Fiscal Year Ended 2/28/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$2,490

California Tax-Free Money Fund


	Fiscal Year Ended 2/28/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
JP Morgan Chase	—	$2,000
Wells Fargo Securities	—	3,000

Georgia Tax-Free Bond Fund


	Fiscal Year Ended 2/28/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Wells Fargo Securities	—	$750

166

Investment-Grade Corporate Multi-Sector Account Portfolio


	Fiscal Year Ended 2/28/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$262
Barclays Capital	—	106
Citigroup Global Markets, Inc.	—	54
Goldman Sachs & Co.	—	274
JP Morgan Chase	—	217
Morgan Stanley & Co. Inc.	—	278

Maryland Tax-Free Money Fund


	Fiscal Year Ended 2/28/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
JP Morgan Chase	—	$570
Wells Fargo Securities	—	2,800

New York Tax-Free Bond Fund


	Fiscal Year Ended 2/28/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Goldman Sachs & Co.	—	$2,383

New York Tax-Free Money Fund


	Fiscal Year Ended 2/28/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
JPMorgan Chase	—	$2,000
Wells Fargo Securities	—	4,300

Tax-Exempt Money Fund


	Fiscal Year Ended 2/28/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
JPMorgan Chase	—	$59,235
Wells Fargo Securities	—	81,760

Tax-Free High Yield Fund


	Fiscal Year Ended 2/28/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$41,845
Goldman Sachs & Co.	—	56,168

Tax-Free Income Fund


	Fiscal Year Ended 2/28/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$9,170
Goldman Sachs & Co.	—	26,898

167

Tax-Free Short-Intermediate Fund


	Fiscal Year Ended 2/28/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$12,990
Goldman Sachs & Co.	—	14,365

Corporate Income Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$17,627
Citigroup Global Markets, Inc.	—	9,070
Goldman Sachs & Co.	—	13,142
JPMorgan Chase	—	15,891
Morgan Stanley & Co. Inc.	—	16,497
Wells Fargo Securities	—	2,829

Floating Rate Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$243
Goldman Sachs & Co.	—	301
Greenwich Capital Markets	—	643
JPMorgan Chase	—	278

GNMA Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Morgan Stanley & Co. Inc.	$28	—

TRP Government Reserve Investment Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$14,000
Barclays Capital	—	36,000
BNP Paribas	—	69,000
Citigroup Global Markets, Inc.	—	173,000
CS First Boston Corp.	—	63,563
Deutsche Bank Securities	—	19,000
Goldman Sachs & Co.	—	19,000
Greenwich Capital Markets	—	69,000
HSBC Securities Inc.	—	124,000

High Yield Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$7,421
Citigroup Global Markets, Inc.	—	10,115
JPMorgan Chase	—	6,460
Wells Fargo Securities	—	6,647

168

Inflation Focused Bond Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$44,214
Citigroup Global Markets, Inc.	—	16,013
Goldman Sachs & Co.	—	27,357
Greenwich Capital Markets	—	1,290
HSBC Securities Inc.	—	17,649
JPMorgan Chase	—	26,222
Morgan Stanley & Co. Inc.	—	38,562
UBS Securities, Inc.	—	13,727
Wells Fargo Securities	—	742

Inflation Protected Bond Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$1,019
Barclays Capital	—	1,364
Citigroup Global Markets, Inc.	—	1,219
JPMorgan Chase	—	1,032
Morgan Stanley & Co. Inc.	—	1,303
Wells Fargo Securities	—	1,311

Institutional Core Plus Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$2,467
Citigroup Global Markets, Inc.	—	493
CS First Boston Corp.	—	217
Deutsche Bank Securities	—	166
Goldman Sachs & Co.	—	1,895
JPMorgan Chase	—	3,635
Morgan Stanley & Co. Inc.	—	2,760
Wells Fargo Securities	—	478

Institutional Floating Rate Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$5,706
Goldman Sachs & Co.	—	5,728
JPMorgan Chase	—	3,540
Morgan Stanley & Co. Inc.	—	9,551

Institutional High Yield Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$2,110
Citigroup Global Markets, Inc.	—	2,876
JPMorgan Chase	—	5,635
Wells Fargo Securities	—	1,890

169

New Income Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$312,164
Citigroup Global Markets, Inc.	—	36,558
CS First Boston Corp.	—	21,922
Goldman Sachs & Co.	—	185,491
Greenwich Capital Markets	—	11,152
JPMorgan Chase	—	405,742
Morgan Stanley & Co. Inc.	—	378,898
Wells Fargo Securities	—	12,314

Personal Strategy Balanced Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	$4,935	$7,450
Barclays Capital	3,897	—
Citibank	6,156	—
CS First Boston Corp.	2,044	—
Deutsche Bank Securities	1,434	—
Goldman Sachs & Co.	1,134	3,190
JPMorgan Chase	17,965	8,443
Morgan Stanley & Co. Inc.	7,198	4,242
Paribas	1,724	—
UBS Financial Services	—	2,120

Personal Strategy Growth Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	$4,500	$2,958
Barclays Capital	3,553	—
Citigroup	5,558	—
CS First Boston Corp.	1,848	—
Deutsche Bank Securities	1,360	—
Goldman Sachs & Co.	1,021	992
JPMorgan Chase	16,322	2,686
Morgan Stanley & Co. Inc.	6,563	1,298
Paribas	1,571	—
UBS Financial Services	—	961

170

Personal Strategy Income Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	$2,162	$6,024
Barclays Capital	1,733	—
Citigroup	2,740	—
CS First Boston Corp.	940	—
Deutsche Bank Securities	644	—
Goldman Sachs & Co.	502	2,103
JPMorgan Chase	7,856	7,355
Morgan Stanley & Co. Inc.	3,162	3,050
Paribas	701	—
UBS Financial Services	—	1,379

Prime Reserve Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Greenwich Capital Markets	—	$51,000
JPMorgan Chase	—	90,755

TRP Reserve Investment Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$133,000
Barclays Capital	—	378,000
BNP Paribas	—	252,000
Citigroup Global Markets, Inc.	—	114,000
CS First Boston Corp.	—	229,933
Deutsche Bank Securities	—	711,000
Goldman Sachs & Co.	—	385,000
Greenwich Capital Markets	—	252,000
HSBC Securities Inc.	—	508,000

Short-Term Bond Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	—	$71,212
Barclays Capital	—	33,214
Citigroup Global Markets, Inc.	—	52,398
Deutsche Bank Securities	—	4,472
Goldman Sachs & Co.	—	72,538
Greenwich Capital Markets	—	13,239
HSBC Securities Inc.	—	40,507
JPMorgan Chase	—	77,459
Morgan Stanley & Co. Inc.	—	111,503
Wells Fargo Securities		40,413

171

Short-Term Reserve Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
BNP Paribas	—	$25,000
CS First Boston Corp.	—	22,518

Strategic Income Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank Of America Merrill Lynch	$267	$2,336
Barclays Capital	—	424
Citigroup Global Markets, Inc.	—	763
CS First Boston Corp.	—	43
Goldman Sachs & Co.	—	819
Greenwich Capital Markets	—	44
HSBC Securities Inc.	—	294
JPMorgan Chase	—	1,469
Morgan Stanley & Co. Inc.	—	2,153

Ultra Short-Term Bond Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank Of America Merrill Lynch	—	$647
Barclays Capital	—	1,282
BNP Paribas	—	739
Citigroup Global Markets, Inc.	—	1,672
Deutsche Bank Securities	—	1,138
Goldman Sachs & Co.	—	739
HSBC Securities Inc.	—	990
JPMorgan Chase	—	1,396
Morgan Stanley & Co. Inc.	—	861
Wells Fargo Securities	—	1,535

U.S. Treasury Money Fund


	Fiscal Year Ended 5/31/13
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank Of America Merrill Lynch	—	$36,000
Barclays Capital	—	93,000
BNP Paribas	—	85,000
Citigroup Global Markets, Inc.	—	213,000
CS First Boston Corp.	—	28,000
Deutsche Bank Securities	—	65,000
Goldman Sachs & Co.	—	65,000
HSBC Securities Inc.	—	179,000
JPMorgan Chase	—	51,000
Toronto Dominion Securities	—	92,000

172

Africa & Middle East Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America/Merrill Lynch	$2,880	—
Morgan Stanley	3,597	—
Deutsche Bank Securities	6,656	—
HSBC Brokerage	13,836	—
Citigroup Global Markets	—	$6,952

European Stock Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
UBS Investment Bank	$8,044	—

Global Growth Stock Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America/Merrill Lynch	$590	—
JPMorgan Chase	938	—
Goldman Sachs	416	—
CS First Boston	336	—

Global Stock Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
JPMorgan Chase	$4,835	—
Bank of America/Merrill Lynch	7,773	$172
Goldman Sachs	2,436	—
CS First Boston	5,369	195

Institutional Africa & Middle East Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Morgan Stanley	$3,493	—
Deutsche Bank Securities	6,259	—
HSBC Brokerage	12,863	—
Bank of America/Merrill Lynch	2,889	—
Citibank	6,558	—

Institutional Concentrated International Equity Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
HSBC Brokerage	$104	—
CS First Boston	133	—

173

Institutional Global Focused Growth Equity Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
JPMorgan Chase	$1,655	—
Goldman Sachs	808	—
CS First Boston	1,791	—
Bank of America/Merrill Lynch	2,594	—

Institutional Global Growth Equity Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
JPMorgan Chase	$1,504	—
CS First Boston	558	—
Goldman Sachs	698	—
Bank of America/Merrill Lynch	964	—

Institutional Global Value Equity Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
JPMorgan Chase	$165	—
Bank of America/Merrill Lynch	52	—
CS First Boston	113	—

Institutional International Core Equity Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Deutsche Bank	$203	—
Barclays Capital	777	—

Institutional International Growth Equity Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
HSBC Brokerage	$522	—
CS First Boston	1,432	$90
Bank of America/Merrill Lynch	—	80

International Discovery Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America/Merrill Lynch	—	$7,879
CS First Boston	—	8,887

174

International Equity Index Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
HSBC Brokerage	$5,722	—
CS First Boston	943	$876
UBS Investment Bank	1,810	—
Macquarie Equities	381	—
Barclays Capital	1,409	—
Deutsche Bank Securities	331	—

International Growth & Income Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America/Merrill Lynch	—	$2,931
Deutsche Bank Securities	$42,055	—
CS First Boston	63,977	3,307
Macquarie Equities	42,257	—
HSBC Brokerage	49,184	—

International Stock Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America/Merrill Lynch	—	$7,491
CS First Boston	$153,485	8,449
Macquarie Equities	56,554	—
HSBC Brokerage	56,004	—

Japan Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America/Merrill Lynch	—	$784
CS First Boston	—	884

Latin America Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America/Merrill Lynch	—	$1,103
CS First Boston	—	1,244

New Asia Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America/Merrill Lynch	—	$2,651
CS First Boston	—	2,991

175

Overseas Stock Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America/Merrill Lynch	-	$8,364
Deutsche Bank Securities	$16,065	-
CS First Boston	-	9,435
Macquarie Equities	29,724	-

Summit Cash Reserves Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
JPMorgan Chase	—	$59,095
Greenwich Capital Markets	—	40,000
Deutsche Bank Securities	—	50,000
UBS Investment Bank	—	14,616
Macquarie Equities	—	12,000

Summit GNMA Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
JPMorgan Chase	—	$534
Greenwich Capital Markets	—	1,750
Barclays Capital	—	1,706
CS First Boston	—	158
Bank of America/Merrill Lynch	—	171
UBS Securities	—	1,706

Summit Municipal Income Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
JPMorgan Chase	—	$15,400
Bank of America/Merrill Lynch	—	1,251
Goldman Sachs	—	3,027

Summit Municipal Intermediate Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
JPMorgan Chase	—	$4,100
Goldman Sachs	—	23,943
Wells Fargo	—	3,500
Bank of America/Merrill Lynch	—	12,940

Summit Municipal Money Market Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
JPMorgan Chase	—	$8,575
Wells Fargo	—	14,980

176

U.S. Bond Enhanced Index Fund


	Fiscal Year Ended 10/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
JPMorgan Chase	—	$8,448
Citigroup Global Markets	—	7,382
Bank of America/Merrill Lynch	—	10,143
Barclays Capital	—	1,932
Goldman Sachs	—	6,797
Greenwich Capital Markets	—	1,686
Wells Fargo Securities	—	3,061
Morgan Stanley	—	13,667
CS First Boston	—	979
HSBC Brokerage	—	2,297
Deutsche Bank Securities	—	1,392
BNP Paribas	—	424

Balanced Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	$16,996	$16,547
Goldman Sachs	5,191	5,597
J.P. Morgan Chase	26,444	19,037
CS First Boston Corp.	—	1,117
Morgan Stanley & Co. Inc.	6,876	4,485
Citigroup	2,464	13,812
Deutsche Bank Securities	1,903	8,415
Barclays Capital	8,736	1,905
UBS Investment Bank	—	830

Blue Chip Growth Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
J.P. Morgan Chase	$22,460	—
Goldman Sachs	37,209	—
Citigroup	1,456	—
Morgan Stanley	6,683	—

Capital Appreciation Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
J.P. Morgan Chase	$120,668	—

Capital Opportunity Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
J.P. Morgan Chase	$5,655	—
Bank of America Merrill Lynch	5,023	—
Goldman Sachs	2,832	—
Morgan Stanley & Co. Inc.	832	—
Citigroup Global Markets, Inc.	2,053	—
Wells Fargo Van Kasper	4,394	—

177

Dividend Growth Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
J.P. Morgan Chase	$45,091	—
Goldman Sachs	8,291	—
Morgan Stanley & Co. Inc.	5,023	—

Emerging Markets Local Currency Bond Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
J.P. Morgan Chase	—	$1,664

Emerging Markets Local Multi-Sector Account Portfolio


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
J.P. Morgan Chase	—	$1,664

Equity Income Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	$303,932	—

Equity Index 500 Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Goldman Sachs	$68,350	—
Citigroup Global Markets, Inc.	140,714	—
Morgan Stanley & Co. Inc.	32,100	—
Bank of America Merrill Lynch	151,682	—
J.P. Morgan Chase	202,913	—
Wells Fargo Van Kasper	202,993	—

Extended Equity Market Index Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Stifel Nicolaus	$366	—

Financial Services Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
J.P. Morgan Chase	$17,298	—
Bank of America Merrill Lynch	11,856	—
Morgan Stanley & Co. Inc.	7,828	—
Goldman Sachs	8,215	—
CS First Boston	4,357	—

178

Growth & Income Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	$11,895	—
Morgan Stanley & Co. Inc.	1,858	—
Goldman Sachs	6,824	—
J.P. Morgan Chase	20,033	—

Institutional International Bond Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
J.P. Morgan Chase	—	$269
Goldman Sachs	—	467
HSBC Securities Inc.	—	1,007
Bank of America Merrill Lynch	—	535
CS First Boston Corp.	—	389
Citigroup Global Markets, Inc.	—	818
Morgan Stanley & Co. Inc.	—	730
Barclays Capital	—	780
UBS Financial Services	—	219

Institutional Large-Cap Core Growth Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Goldman Sachs	$1,187	—
J.P. Morgan Chase	756	—
Morgan Stanley	214	—
Citigroup Global Markets, Inc.	99	—

Institutional Large-Cap Value Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Morgan Stanley & Co. Inc.	$18,097	—
Bank of America Merrill Lynch	21,634	—
J.P. Morgan Chase	32,815	—
Goldman Sachs	5,294	—

Institutional U.S. Structured Research Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Morgan Stanley & Co. Inc.	$1,077	—
Bank of America Merrill Lynch	6,258	—
J.P. Morgan Chase	7,150	—
Citigroup Global Markets, Inc.	2,537	—
Goldman Sachs	3,578	—

179

International Bond Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
J.P. Morgan Chase	—	$9,768
HSBC Securities Inc.	—	31,253
CS First Boston Corp.	—	8,553
Goldman Sachs	—	17,674
Bank of America Merrill Lynch	—	16,564
Citigroup Global Markets, Inc.	—	18,007
Barclays Capital	—	39,538
Morgan Stanley & Co. Inc.	—	21,656
UBS Financial Services	—	4,309

Small-Cap Value Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Stifel Nicolaus	$23,549	—

Total Equity Market Index Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Goldman Sachs	$2,495	—
Citigroup Global Markets, Inc.	4,357	—
Morgan Stanley & Co. Inc.	1,084	—
Bank of America Merrill Lynch	5,158	—
J.P. Morgan Chase	6,788	—
Wells Fargo Van Kasper	6,752	—
Stifel Nicolaus	98	—

U.S. Large-Cap Core Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
J.P. Morgan Chase	$996	—
Bank of America Merrill Lynch	745	—

Value Fund


	Fiscal Year Ended 12/31/12
Brokers	Value of Stock Holdings	Value of Bond Holdings
Bank of America Merrill Lynch	$315,636	—
Wells Fargo Securities	123,561	—
Morgan Stanley & Co. Inc.	161,947	—
Goldman Sachs	13,394	—
J.P. Morgan Chase	540,391	—

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Portfolio Turnover

The portfolio turnover rates for the funds (if applicable) for the fiscal years indicated are as follows:


Fund	Fiscal Year Ended
Fund	2/28/13		2/29/12		2/28/11
California Tax-Free Bond	11.3	%	15.0	%	15.3	%
California Tax-Free Money	(a)		(a)		(a)
Floating Rate Multi-Sector Account Portfolio	72.8		(b)		(b)
Georgia Tax-Free Bond	5.4		13.4		21.4
High Yield Multi-Sector Account Portfolio	68.9		(b)		(b)
Investment-Grade Corporate Multi-Sector Account Portfolio	99.4		(b)		(b)
Maryland Short-Term Tax-Free Bond	37.2		69.4		31.4
Maryland Tax-Free Bond	11.8		12.5		15.3
Maryland Tax-Free Money	(a)		(a)		(a)
Mortgage-Backed Securities Multi-Sector Account Portfolio	180.5		(b)		(b)
New Jersey Tax-Free Bond	13.3		12.0		18.6
New York Tax-Free Bond	11.1		13.4		15.2
New York Tax-Free Money	(a)		(a)		(a)
Tax-Efficient Equity	28.9		25.1		38.7
Tax-Exempt Money	(a)		(a)		(a)
Tax-Free High Yield	11.6		12.9		24.0
Tax-Free Income	10.2		16.0		15.1
Tax-Free Short-Intermediate	16.8		23.3		18.5
Tax-Free Ultra Short-Term Bond	(b)		(b)		(b)
Virginia Tax-Free Bond	11.7		12.6		21.9

(a) Money funds are not required to show portfolio turnover.

(b) Prior to commencement of operations.


Fund	Fiscal Year Ended
Fund	5/31/13		5/31/12		5/31/11
Corporate Income	46.8	%	72.5	%	57.1	%
GNMA	217.2		344.3		225.7	(a)
Floating Rate	69.1		45.4		(b)
TRP Government Reserve Investment	(c)		(c)		(c)
High Yield	79.9		63.0		75.4
Inflation Focused Bond	33.0		39.8		57.2
Inflation Protected Bond	15.3		7.0		18.0
Institutional Core Plus	127.4		140.6		121.5
Institutional Floating Rate	83.3		91.6		67.6
Institutional Global Multi-Sector Bond	(b)		(b)		(b)
Institutional High Yield	80.1		54.6		77.6

181


Fund	Fiscal Year Ended
Fund	5/31/13	5/31/12	5/31/11
Institutional Long Duration Credit	(b)	(b)	(b)
New Income	130.9	157.1	110.7
Personal Strategy Balanced	58.4	65.5	55.1
Personal Strategy Growth	46.4	51.3	49.0
Personal Strategy Income	64.8	62.0	56.3
Prime Reserve	(c)	(c)	(c)
TRP Reserve Investment	(c)	(c)	(c)
Retirement 2005	15.7	25.2	17.5
Retirement 2010	16.5	23.3	19.0
Retirement 2015	14.5	25.6	15.2
Retirement 2020	14.2	22.4	15.6
Retirement 2025	12.7	26.0	16.7
Retirement 2030	13.0	22.3	16.2
Retirement 2035	12.3	27.1	17.1	(d)
Retirement 2040	12.8	22.1	15.9	(d)
Retirement 2045	10.8	28.3	16.8
Retirement 2050	14.1	32.2	22.8	(d)
Retirement 2055	13.3	37.0	27.4	(d)
Retirement Income	14.3	20.7	12.5
Short-Term Bond	66.5	92.3	71.9	(e)
Short-Term Government Reserve	(b)	(b)	(b)
Short-Term Reserve	(b)	(b)	(b)
Strategic Income	65.8	94.4	70.0
Target Retirement 2005	(b)	(b)	(b)
Target Retirement 2010	(b)	(b)	(b)
Target Retirement 2015	(b)	(b)	(b)
Target Retirement 2020	(b)	(b)	(b)
Target Retirement 2025	(b)	(b)	(b)
Target Retirement 2030	(b)	(b)	(b)
Target Retirement 2035	(b)	(b)	(b)
Target Retirement 2040	(b)	(b)	(b)
Target Retirement 2045	(b)	(b)	(b)
Target Retirement 2050	(b)	(b)	(b)
Target Retirement 2055	(b)	(b)	(b)
U.S. Treasury Intermediate	34.0	56.9	32.8
U.S. Treasury Long-Term	44.5	57.1	43.1
U.S. Treasury Money	(c)	(c)	(c)
Ultra Short-Term Bond	53.3	(b)	(b)

(a) The increase in the fund’s turnover rate was primarily due to an increased focus on purchasing mortgage-backed securities through the “to-be-announced” (TBA) market. To the extent the fund entered into dollar roll

182

transactions, such transactions were accounted for as both purchases and sales, which also had the effect of increasing the fund’s portfolio turnover rate.

(b) Prior to commencement of operations.

(d) The increase in the fund’s turnover rate was primarily due to reallocations resulting from the addition of a new underlying fund.

(e) The increase in the fund’s turnover rate was in response to market conditions and primarily due to an increased focus on mortgage-backed securities.


Fund	Fiscal Year Ended
Fund	10/31/12		10/31/11		10/31/10
Africa & Middle East	65.0	%	65.9	%	91.2	%
Emerging Europe	10.9		21.7		27.7
Emerging Markets Stock	24.1		18.6		26.6
European Stock	41.6		57.6		61.1
Global Allocation	(a)		(a)		(a)
Global Growth Stock	111.7		133.0		120.9
Global Infrastructure	34.6		30.9		18.6
Global Stock	84.2		71.4		83.3
Institutional Africa & Middle East	65.9		97.0		83.6
Institutional Concentrated International Equity	155.3		128.3	(b)	14.5
Institutional Emerging Markets Equity	26.9		24.3		21.6
Institutional Global Focused Growth Equity	103.4		82.4		88.7
Institutional Global Growth Equity	115.5		138.3		107.7
Institutional Global Value Equity	13.5		(a)		(a)
Institutional International Core Equity	18.4		15.2		2.8
Institutional International Growth Equity	39.5		52.0		63.8
International Discovery	40.2		49.3		54.8
International Equity Index	8.8		30.0		12.8
International Growth & Income	29.9		26.3		31.3
International Stock	33.5		43.0		54.8
Japan	55.1		72.1		62.0
Latin America	16.7		14.8		14.1
New Asia	41.1		68.1		49.4
Overseas Stock	13.6		16.7		24.8
Summit Cash Reserves	(c)		(c)		(c)
Summit GNMA	181.9		237.0	(d)	112.1
Summit Municipal Income	9.5		21.0		12.1
Summit Municipal Intermediate	7.1		17.0		8.2
Summit Municipal Money Market	(c)		(c)		(c)
U.S. Bond Enhanced Index	102.7		96.6		33.9

(a) Prior to commencement of operations.

183

(b) The increase in the fund’s portfolio turnover rate was due to the fund only being in operation for a portion of its prior fiscal year.

(d) The increase in the fund’s turnover rate was primarily due to an increased focus on purchasing mortgage-backed securities through the “to-be-announced” (TBA) market. To the extent the fund entered into dollar roll transactions, such transactions were accounted for as both purchases and sales, which also had the effect of increasing the fund’s portfolio turnover rate.


Fund	Fiscal Year Ended
Fund	12/31/12		12/31/11		12/31/10
Balanced	55.5	%	57.9	%	44.5	%
Blue Chip Growth	24.5		44.2		46.8
Capital Appreciation	60.3		81.3		66.3
Capital Opportunity	34.9		36.6		37.6
Diversified Mid-Cap Growth	24.5		42.1		27.5
Diversified Small-Cap Growth	15.4		16.9		18.5
Dividend Growth	11.7		10.4		15.9
Emerging Markets Bond	40.7		50.1		35.3
Emerging Markets Corporate Bond	26.5		(a)		(a)
Emerging Markets Corporate Multi-Sector Account Portfolio	59.9		(a)		(a)
Emerging Markets Local Currency Bond	82.3		49.6		(a)
Emerging Markets Local Multi-Sector Account Portfolio	74.5		(a)		(a)
Equity Income	15.6		15.3		12.4
Equity Index 500	7.5		5.5		8.2
Extended Equity Market Index	17.6		18.9		14.2
Financial Services	43.0		40.0		55.7
Global Industrials	(a)		(a)		(a)
Global Real Estate	4.4		8.2		6.5
Global Technology	182.4		110.5		135.3
Growth & Income	9.6		9.0		7.5
Growth Stock	31.1		29.5		42.2
Health Sciences	12.9		23.3		36.4
Institutional Emerging Markets Bond	44.4		49.9		57.6
Institutional International Bond	62.5		49.5		82.2
Institutional Large-Cap Core Growth	21.5		36.6		44.8
Institutional Large-Cap Growth	40.4		57.6		60.1
Institutional Large-Cap Value	17.1		19.3		16.6
Institutional Mid-Cap Equity Growth	37.4		38.3		36.7
Institutional Small-Cap Stock	26.9		22.3		28.9
Institutional U.S. Structured Research	38.7		47.8		40.5
International Bond	52.2		35.7		61.5
Media & Telecommunications	39.2		41.1		41.8

184


Fund	Fiscal Year Ended
Fund	12/31/12	12/31/11	12/31/10
Mid-Cap Growth	29.6	30.6	30.1
Mid-Cap Value	43.7	53.6	46.4
New America Growth	34.4	32.1	60.3
New Era	37.5	26.5	26.7
New Horizons	35.0	43.7	46.1
Real Assets	41.4	30.0	12.5
Real Estate	6.0	4.9	12.8
Science & Technology	49.5	77.4	68.3
Small-Cap Stock	20.7	23.7	19.5
Small-Cap Value	4.8	5.5	11.7
Spectrum Growth	9.4	13.0	7.4
Spectrum Income	14.9	14.7	13.4
Spectrum International	6.0	8.2	8.7
Total Equity Market Index	5.2	6.2	8.1
U.S. Large-Cap Core	72.6	74.0	60.7
Value	55.5	53.0	29.5

(a) Prior to commencement of operations.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP, 100 East Pratt Street, Suite 1900, Baltimore, Maryland 21202, is the independent registered public accounting firm to the funds.

The financial statements and Report of Independent Registered Public Accounting Firm of the funds included in each fund’s annual report are incorporated into this SAI by reference. A copy of the annual report of each fund with respect to which an inquiry is made will accompany this SAI.

185

The following financial statements are provided in accordance with the Investment Company Act of 1940, which requires a registered investment company to have a net worth of at least $100,000.


T. ROWE PRICE GLOBAL ALLOCATION FUND
				May 6, 2013


STATEMENT OF ASSETS AND LIABILITIES



	Assets

		Cash	$	100,000
		Prepaid registration fees		112,811
		Total assets		212,811


	Liabilities

		Payable to manager		(112,811)
		Total liabilities		(112,811)

		NET ASSETS	$	100,000

		OFFERING AND REDEMPTION PRICE	$	10.00

		Net Assets Consist of:
		Paid-in-capital applicable to 10,000 shares of $0.0001
		par value capital stock outstanding; 1,000,000,000
		shares of the corporation authorized	$	100,000

The accompanying notes are an integral part of these financial statements.

186


T. ROWE PRICE GLOBAL ALLOCATION FUND
				May 6, 2013


STATEMENT OF OPERATIONS



	Expenses

		Organization expenses	$	4,141
		Reimbursed by manager		(4,141)
		Net investment income		--


		INCREASE (DECREASE) IN NET ASSETS FROM START-UP OPERATIONS	$	--

The accompanying notes are an integral part of these financial statements.

187

NOTE TO FINANCIAL STATEMENTS

T. Rowe Price Global Allocation Fund, Inc. (the fund), was organized on February 5, 2013, as a Maryland corporation and is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. Through May 6, 2013, the fund had no operations other than those matters related to organization and registration as an investment company, the registration of shares for sale under the Securities Act of 1933, and the sale of 10,000 shares of the fund at $10.00 per share on May 3, 2013, to T. Rowe Price Associates, Inc., via share exchange from a T. Rowe Price money market mutual fund. The exchange was settled in the ordinary course of business on May 6, 2013, with the transfer of $100,000 cash.

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates made by management. Management believes that estimates are appropriate; however, actual results may differ from those estimates.

Organization and Offering Costs Organization costs are expensed as incurred and consist of incorporation fees, initial audit fees, and other costs incurred in connection with the establishment of the fund. Offering costs are amortized over a 12-month period upon commencement of fund operations and consist of registration fees, underwriting fees, and initial printing and other costs incurred in connection with the initial offering of the fund.

Federal Income Taxes The fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and to 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.

NOTE 2 – RELATED PARTIES

The fund is managed by T. Rowe Price Associates, Inc. (Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. The investment management agreement between the fund and Price Associates provides for an annual investment management fee, which will be computed daily and paid monthly. The fee consists of an individual fund fee, equal to 0.40% 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 applied to a graduated fee schedule, with rates ranging from 0.48% for the first $1 billion of assets to 0.275% for assets in excess of $400 billion. The fund’s group fee is determined by applying the group fee rate to the fund’s average daily net assets.

Under the terms of the investment management agreement, the manager will be required to bear all expenses of the fund, excluding interest, taxes, brokerage commissions, and extraordinary expenses, through February 29, 2016, which would otherwise cause the fund’s ratio of total expenses to average daily net assets (expense ratio) to exceed its expense limitation of 1.05%. For a period of three years after the date of any reimbursement or waiver, the fund will be required to reimburse the manager for these expenses, provided that average net assets have grown or expenses have declined sufficiently to allow reimbursement without causing the fund’s expense ratio to exceed its expense limitation. Through May 6, 2013, the fund incurred organization expenses in the approximate amount of $4,141 which the manager has paid on the fund’s behalf in accordance with the expense limitation. Also, through May 6, 2013, initial registration fees in the amount of $112,811 were prepaid by the manager on behalf of the fund and will be repaid upon commencement of operations.

Pursuant to various service agreements, Price Associates and its wholly owned subsidiaries will provide shareholder servicing and administrative, transfer and dividend disbursing, accounting, and certain other services to the fund.

188

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

T. Rowe Price Global Allocation Fund, Inc.:

In our opinion, the accompanying statement of assets and liabilities and the related statement of operations present fairly, in all material respects, the financial position of the T. Rowe Price Global Allocation Fund, Inc. (the “Fund”) at May 6, 2013, and the results of its operations for the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Baltimore, Maryland

May 14, 2013

189

PART II – TABLE OF CONTENTS

Page


Investment Objectives and Policies	190
Risk Factors	190
Portfolio Securities	209
Derivatives	227
Portfolio Management Practices	245
Investment Restrictions	247
Custodian	254
Code of Ethics	254
Disclosure of Fund Portfolio
Information	255
Pricing of Securities	257
Net Asset Value Per Share	259

Page


Dividends and Distributions	260
In-Kind Redemptions and Purchases	261
Tax Status	261
Capital Stock	265
Organization of the Funds	271
Proxy Voting – Process and Policies	272
Federal Registration of Shares	275
Legal Counsel	275
Ratings of Commercial Paper	276
Ratings of Corporate Debt Securities	276
Ratings of Municipal Notes and
Variable Rate Securities	278

PART II

Part II of this SAI describes risks, policies, and practices that apply to the funds in the T. Rowe Price family of funds.

INVESTMENT OBJECTIVES AND POLICIES

The following information supplements the discussion of the funds’ investment objectives and policies discussed in the funds’ prospectuses. You should refer to each fund’s prospectus to determine the types of securities in which the fund invests. You will then be able to review additional information set forth herein on those types of securities and their risks.

Shareholder approval is required to substantively change fund objectives. Unless otherwise specified, the investment programs and restrictions of the funds are not fundamental policies. The funds’ operating policies are subject to change by the funds’ Boards without shareholder approval. The funds’ fundamental policies may not be changed without the approval of at least a majority of the outstanding shares of the funds or, if it is less, 67% of the shares represented at a meeting of shareholders at which the holders of more than 50% of the shares are represented.

RISK FACTORS

You may also refer to the sections entitled “Portfolio Securities” and “Portfolio Management Practices” for discussions of the risks associated with the investments and practices described therein as they apply to the funds.

Risk Factors of Investing in Foreign Securities

General

Foreign securities include both U.S. dollar-denominated and non-U.S. dollar-denominated securities of foreign issuers. Foreign securities include securities issued by companies that are organized under the laws of

190

countries other than the U.S. as well as securities that are issued or guaranteed by foreign governments or by foreign supranational entities. They also include securities issued by companies whose principal trading market is in a country other than the U.S. and companies that derive a significant portion of their revenue or profits from foreign businesses, investments or sales, or that have a majority of their assets outside the United States. Foreign securities may be traded on foreign securities exchanges or in the foreign OTC markets. Foreign securities markets generally are not as developed or efficient as those in the United States.

Investing in foreign securities, as well as instruments that provide investment exposure to foreign securities and markets, involves risks that are not typically associated with investing in U.S. dollar-denominated securities of domestic issuers. Certain of these risks are inherent in any mutual fund investing in foreign securities while others relate more to the countries and regions in which the funds may invest. Many of the risks are more pronounced for investments in emerging market countries, such as Russia and many of the countries of Africa, Asia, Eastern Europe, Latin America, and the Middle East. There are no universally accepted criteria used to determine which countries are considered developed markets and which are considered emerging markets. However, the funds rely on the classification made for a particular country by an unaffiliated, third-party data provider.

· Political, Social, and Economic Risks Foreign investments involve risks unique to the local political, economic, tax, and regulatory structures in place, as well as the potential for social instability, military unrest, or diplomatic developments that could prove adverse to the interests of U.S. investors. The economies of many of the countries in which the funds may invest are not as developed as the U.S. and individual foreign economies can differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position. In addition, war and terrorism have affected many countries, especially those in Africa and the Middle East. Many countries throughout the world are dependent on a healthy U.S. economy and are adversely affected when the U.S. economy weakens or its markets decline. For example, in 2007 and 2008, the meltdown in the U.S. subprime mortgage market quickly spread throughout global credit markets, triggering a liquidity crisis that affected debt and equity markets around the world.

Governments in certain foreign countries continue to participate to a significant degree, through ownership interest or regulation, in their respective economies. Action by these governments could have a significant effect on market prices of securities and payment of dividends. The economies of many foreign countries are heavily dependent upon international trade and are accordingly affected by protective trade barriers and economic conditions of their trading partners. The enactment by these trading partners of protectionist trade legislation could have a significant adverse effect upon the securities markets of such countries.

· Currency Risks Investments in foreign securities will normally be denominated in foreign currencies. Accordingly, a change in the value of any such currency against the U.S. dollar will result in a corresponding change in the U.S. dollar value of the funds’ holdings denominated in that currency. Generally, when a given currency appreciates against the U.S. dollar (e.g., because the U.S. dollar weakens or the particular foreign currency strengthens), the value of the funds’ securities denominated in that currency will rise. When a given currency depreciates against the U.S. dollar (e.g., because the U.S. dollar strengthens or the particular foreign currency weakens), the value of the funds’ securities denominated in that currency will decline. The value of fund assets may also be affected by losses and other expenses incurred in converting between various currencies in order to purchase and sell foreign securities, and by currency restrictions, exchange control regulations, and currency devaluations. In addition, a change in the value of a foreign currency against the U.S. dollar could result in a change in the amount of income available for distribution. If a portion of a fund’s investment income may be received in foreign currencies, the fund will be required to compute its income in U.S. dollars for distribution to shareholders, and therefore the fund will absorb the cost of currency fluctuations.

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· Investment and Repatriation Restrictions Foreign investment in the securities markets of certain foreign countries is restricted or controlled to varying degrees. These restrictions limit and, at times, preclude investment in such countries and increase the cost and expenses of the funds. Investments by foreign investors are subject to a variety of restrictions in many emerging market countries. These restrictions may take the form of prior governmental approval, limits on the amount or type of securities held by foreigners, and limits on the types of companies in which foreigners may invest. Additional or different restrictions may be imposed at any time by these or other countries in which the funds invest. In addition, the repatriation of both investment income and capital from several foreign countries is restricted and controlled under certain regulations, including in some cases the need for certain government consents.

· Market and Trading Characteristics Foreign securities markets are generally not as developed or efficient as, and more volatile than, those in the United States. While growing in volume, they usually have substantially less volume than U.S. markets and the funds’ foreign portfolio securities may be less liquid, more difficult to value, and subject to more rapid and erratic price movements than securities of comparable U.S. companies. Foreign securities may trade at price/earnings multiples higher than comparable U.S. securities and such levels may not be sustainable. Commissions on foreign securities trades are generally higher than commissions on U.S. exchanges, and while there are an increasing number of overseas securities markets that have adopted a system of negotiated rates, a number are still subject to an established schedule of minimum commission rates. There is generally less government supervision and regulation of foreign securities exchanges, brokers, and listed companies than in the United States.

Moreover, overall settlement practices for transactions in foreign markets may differ from those in U.S. markets. Such differences include delays beyond periods customary in the U.S. and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of a “failed settlement.” Failed settlements can result in losses to the funds. In certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct transactions. Delays in clearance and settlement could result in temporary periods when assets of the funds are uninvested and no return is earned. The inability of a fund to make intended security purchases due to clearance and settlement problems could cause the fund to miss attractive investment opportunities. The inability of a fund to sell portfolio securities due to clearance and settlement problems could result either in losses to the fund due to subsequent declines in the value of the portfolio security or, if the fund has entered into a contract to sell the security, liability to the purchaser. Military unrest, war, terrorism, and other factors could result in securities markets closing unexpectedly for an extended period, during which a fund would lose the ability to either purchase or sell securities traded in that market. Finally, certain foreign markets are open for trading on days when the funds do not calculate their net asset value. Therefore, the values of a fund’s holdings in those markets may be affected on days when shareholders have no access to the fund.

· Depositary Receipts It is expected that most foreign securities will be purchased in OTC markets or on securities exchanges located in the countries in which the issuers of the various securities are located, provided that is the best available market. However, the funds may also purchase depositary receipts, such as American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”), and European Depositary Receipts (“EDRs”), which are certificates evidencing ownership of underlying foreign securities, as alternatives to directly purchasing the foreign securities in their local markets and currencies. An advantage of ADRs, GDRs, and EDRs is that investors do not have to buy shares through the issuing company’s home exchange, which may be difficult or expensive. ADRs, GDRs, and EDRs are subject to many of the same risks associated with investing directly in foreign securities.

Generally, ADRs are denominated in U.S. dollars and are designed for use in the U.S. securities markets. The depositaries that issue ADRs are usually U.S. financial institutions, such as a bank or trust company, but the underlying securities are issued by a foreign issuer.

GDRs may be issued in U.S. dollars or other currencies and are generally designed for use in securities markets outside the United States. GDRs represent shares of foreign securities that can be traded on the exchanges of the depositary’s country. The issuing depositary, which may be a foreign or a U.S. entity, converts dividends and the share price into the shareholder’s home currency. EDRs are generally issued by a European bank and traded on local exchanges.

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For purposes of a fund’s investment policies, investments in depositary receipts are deemed to be investments in the underlying securities. For example, an ADR representing ownership of common stock will be treated as common stock.

· Participation Notes The funds may gain exposure to securities in certain foreign markets through investments in participation notes (“P-notes”). For instance, a fund may purchase P-notes while it is awaiting approval from a foreign exchange to trade securities directly in that market as well as to invest in foreign markets that restrict foreign investors, such as the funds, from investing directly in individual securities traded on that exchange. P-notes are generally issued by banks or broker-dealers and are designed to offer a return linked to a particular underlying equity security. An investment in a P-note involves additional risks beyond the risks normally associated with a direct investment in the underlying security and the P-note’s performance may differ from the underlying security’s performance. While the holder of a P-note is entitled to receive from the broker-dealer or bank any dividends paid by the underlying security, the holder is not entitled to the same rights (e.g., voting rights) as an owner of the underlying stock. P-notes are considered general unsecured contractual obligations of the banks or broker-dealers that issue them as the counterparty. As such, the funds must rely on the creditworthiness of the counterparty for its investment returns on the P-notes and would have no rights against the issuer of the underlying security. There is also no assurance that there will be a secondary trading market for a P-note or that the trading price of a P-note will equal the value of the underlying security. Additionally, issuers of P-notes and the calculation agent may have broad authority to control the foreign exchange rates related to the P-notes and discretion to adjust the P-note’s terms in response to certain events.

· Investment Funds The funds may invest in investment funds which have been authorized by the governments of certain countries specifically to permit foreign investment in securities of companies listed and traded on the stock exchanges in these respective countries. Investment in these funds is subject to the provisions of the 1940 Act. If a fund invests in such investment funds, shareholders will bear not only their proportionate share of the expenses of the fund (including operating expenses and the fees of the investment manager), but also will indirectly bear similar expenses of the underlying investment funds. In addition, the securities of these investment funds may trade at a premium over their net asset value.

· Financial Information and Governance There is generally less publicly available information about foreign companies when compared to the reports and ratings that are published about companies in the United States. Many foreign companies are not subject to uniform accounting, auditing and financial reporting standards, practices, and requirements comparable to those applicable to U.S. companies, and there may be less stringent investor protection and disclosure standards. It also is often more difficult to keep currently informed of corporate actions, which can adversely affect the prices of portfolio securities.

· Taxes The dividends and interest payable on certain of the funds’ foreign portfolio securities may be subject to foreign withholding taxes, thus reducing the net amount of income available for distribution to the funds’ shareholders. In addition, some governments may impose a tax on purchases by foreign investors of certain securities that trade in their country.

· Higher Costs Investors should understand that the expense ratios of funds investing primarily in foreign securities can be expected to be higher than funds that invest mainly in domestic securities. Reasons include the higher costs of maintaining custody of foreign securities, higher advisory fee rates paid by funds to investment advisers for researching and selecting foreign securities, and brokerage commission rates and trading costs that tend to be more expensive in foreign markets than in the United States.

· Other Risks With respect to certain foreign countries, especially emerging markets, there is the possibility of adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitations on the removal of funds or other assets of the funds, or diplomatic developments which could affect investments by U.S. persons in those countries. Further, the funds may find it difficult or be unable to enforce ownership rights, pursue legal remedies, or obtain judgments in foreign courts. Evidence of securities ownership may be uncertain in many foreign countries. In many of these countries, the most notable of which is Russia, the ultimate evidence of securities ownership is the share register held by the issuing company or its registrar. While some companies may issue share certificates or provide extracts of the company’s share

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register, these are not negotiable instruments and are not effective evidence of securities ownership. In an ownership dispute, the company’s share register is controlling.

· Europe

Europe includes both developed and emerging markets. Europe’s economies are diverse, its governments are decentralized, and its cultures vary widely. Unemployment in Europe has historically been higher than in the U.S. and public deficits have been an ongoing concern in many European countries.

Fiscal Constraints Most developed countries in western Europe are members of the European Union (“EU”), and many are also members of the European Economic and Monetary Union (“EMU”). European countries can be significantly affected by the tight fiscal and monetary controls that the EMU imposes on its members and with which candidates for EMU membership are required to comply. Member countries are required to maintain tight controls over inflation, public debt, and budget deficits, and these requirements can severely limit EMU member countries’ ability to implement monetary policy to address local or regional economic conditions. The private and public sectors’ debt problems of a single EU country can pose economic risks to the EU as a whole.

Eurozone Debt Crisis While certain EU countries continue to use their own currency, there is a collective group of EU countries, known as the Eurozone, that use the euro as their currency. Although the Eurozone has adopted a common currency and central bank, there is no fiscal union and therefore money does not automatically flow from countries with surpluses to those with fiscal deficits. Several Eurozone countries are facing serious deficits and budget issues, some of which may have negative long-term effects for the economies of not just Eurozone countries but all of Europe. These rising government debt levels have increased market volatility and the probability of a recession, led to emergency financing for certain countries, and increased speculation that additional EU countries will require bailouts. These events have also cast doubts over the ability of Eurozone policymakers to agree on solutions to the debt crisis and further stressed the European banking system as lending continues to tighten. Ongoing stress in the banking system and rising deficits could lead to downgrades of European sovereign debt, which would have a negative effect on banks and companies doing business in Europe. As a result of the Eurozone debt crisis, there is continued concern over national-level support for the euro, which could lead to the implementation of currency controls, certain countries leaving the EU, or potentially a breakup of the Eurozone and dissolution of the euro. A breakup of the Eurozone, particularly a disorderly breakup, would pose special challenges for the financial markets and could lead to exchange controls and/or market closures. In the event of a Eurozone default or breakup, some of the most significant challenges faced by the funds with euro-denominated holdings and derivatives involving the euro would include diminished market liquidity, operational issues relating to the settlement of trades, difficulty in establishing the fair values of holdings, and the redenomination of holdings into other currencies.

· Emerging Europe, Middle East, and Africa

The economies of the countries of emerging Europe, the Middle East, and Africa, sometimes referred to as “EMEA,” are all considered emerging market economies, and they tend to be highly reliant on the exportation of commodities.

Political and Military Instability Many formerly communist, eastern European countries have experienced significant political and economic reform in recent years, and the eastward expansion of the EU could help to further anchor this reform process. However, the democratization process is still relatively new in a number of the smaller states and political turmoil and popular uprisings remain threats. Russia has made advances in establishing a new political outlook and a market economy, but political risk remains high and steps that Russia may take to assert its geopolitical influence may increase the tensions in the region and affect economic growth. Many Middle Eastern economies have little or no democratic tradition and are led by family structures. Opposition parties are often banned, leading to dissidence and militancy. Despite a growing trend toward a democratic process, many African nations have a history of dictatorship, military intervention, and corruption. War, terrorism, and military takeovers could result in a securities market unexpectedly closing for an extended period, which would restrict a fund from selling its securities that are traded in that market. In all parts of EMEA, such developments, if they were to recur, could reverse favorable trends toward economic and

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market reform, privatization, and removal of trade barriers, and result in significant disruptions in securities markets.

Foreign Currency Certain countries in the region may have managed currencies which are pegged to the U.S. dollar or the euro, rather than at levels determined by the market. This type of system can lead to sudden and large adjustments in the currency, which may, in turn, have a disruptive and negative effect on investors. There is no significant foreign exchange market for certain currencies, and it would, as a result, be difficult for the funds to engage in foreign currency transactions designed to protect the value of the funds’ interests in securities denominated in such currencies.

Energy/Resources Russia, the Middle East, and many African nations are highly reliant on income from oil sales. Oil prices can have a major impact on these economies. Other commodities such as base and precious metals are also important to these economies. As global supply and demand for commodities fluctuates, the EMEA economies can be significantly impacted by the prices of such commodities.

Custody and Settlement Because of the underdeveloped state of Russia’s financial and legal systems, the settlement, clearing, and registration of securities transactions are subject to heightened risks. Equity securities in Russia are issued only in book entry form, and ownership records are maintained in a decentralized fashion by registrars who are under contract with the issuers. Although a fund’s Russian sub-custodian maintains copies of the registrar’s records on its premises, such records may not be legally sufficient to establish ownership of securities. The registrars are not necessarily subject to effective state supervision nor are they licensed with any governmental entity. Although a fund investing in Russian securities seeks to ensure through its custodian that its interest continues to be appropriately recorded, it is possible that a fraudulent act may deprive the fund of its ownership rights or improperly dilute its interest. In addition, it is possible that a registrar could be suspended or its license revoked, which would impact a fund’s holdings at that registrar until the suspension is lifted or the companies’ records are transferred to an alternative registrar. Finally, although applicable Russian regulations impose liability on registrars for losses resulting from their errors, it may be difficult for a fund to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration.

· Latin America

The majority of Latin American countries have been characterized at various times by high interest rates and unemployment rates, inflation, an over-reliance on commodity trades, and government intervention.

Inflation Most Latin American countries have experienced, at one time or another, severe and persistent levels of inflation, including, in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. Although inflation in many countries has lessened, there is no guarantee it will remain at lower levels.

Political Instability and Government Control Certain Latin American countries have been marred by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such developments, if they were to recur, could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities markets. Many Latin American governments have exercised significant influence over their country’s economies, which can have significant effects on companies doing business in Latin America and the securities they issue. These governments have often changed monetary, taxation, credit, tariff, and other policies to alter the direction of their economies. Actions to control inflation have involved the setting of wage and price controls, blocking access to bank accounts, imposing exchange controls, and limiting imports. Investments in Brazilian securities may be subject to certain restrictions on foreign investment. Brazilian law provides that whenever a serious imbalance in Brazil’s balance of payments exists or is anticipated, the Brazilian government may impose temporary restrictions on the remittance to foreign investors, such as the funds, of proceeds from the sale of Brazilian securities.

Foreign Currency Certain Latin American countries may experience sudden and large adjustments in their currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Latin American countries may impose restrictions on the free conversion of their currency into other currencies, including the U.S. dollar. There is no significant foreign exchange market for many Latin American currencies and it would,

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as a result, be difficult for the funds to engage in foreign currency transactions designed to protect the value of the funds’ interests in securities denominated in such currencies.

Sovereign Debt A number of Latin American countries have been among the largest debtors of emerging market countries. There have been moratoria on, and reschedulings of, repayment with respect to these debts. Such events can restrict the flexibility of these debtor nations in the international markets and result in the imposition of onerous conditions on their economies.

Foreign Trade Because commodities, such as agricultural products, minerals, oil, and metals, represent a significant percentage of exports of many Latin American countries, the economies of those countries are particularly sensitive to fluctuations in commodity prices, currencies and global demand for commodities.

· Japan

A strong work ethic, mastery of high technology, and emphasis on education helped Japan advance with extraordinary speed from the 1960s through the 1980s to become one of the largest economic powers along with the U.S. and the EU. However, growth slowed markedly in the 1990s and Japan’s economy fell into a long recession. After a few years of mild recovery in the mid-2000s, the Japanese economy fell into another recession in part due to the recent global economic crisis. This economic recession was likely compounded by an unstable financial sector, low domestic consumption, and certain corporate structural weaknesses, which remain some of the major issues facing the Japanese economy.

Banking System A pressing need to sustain Japan’s economic recovery and improve its economic growth is the task of overhauling the nation’s financial institutions. Banks, in particular, may have to reform themselves to become more competitive. While successful financial sector reform would contribute to Japan’s economic recovery at home and would benefit other economies in Asia, internal conflict over the proper way to reform the banking system continues to exist.

Natural Disasters Japan has experienced natural disasters, such as earthquakes and tidal waves, of varying degrees of severity. The risks of such phenomena, and the resulting damage, continue to exist and could have a severe and negative impact on a fund’s holdings in Japanese securities. Japan also has one of the world’s highest population densities. A significant percentage of the total population of Japan is concentrated in the metropolitan areas of Tokyo, Osaka, and Nagoya. Therefore, a natural disaster centered in or very near to one of these cities could have a particularly devastating effect on Japan’s financial markets. Japan’s recovery from the recession has been affected by economic distress resulting from the earthquake and resulting tsunami that struck northeastern Japan in March 2011 causing major damage along the coast, including damage to nuclear power plants in the region. Since the earthquake, Japan’s financial markets have fluctuated dramatically.

Energy Importation Japan has historically depended on oil for most of its energy requirements. Almost all of its oil is imported, the majority from the Middle East. In the past, oil prices have had a major impact on the domestic economy, but more recently Japan has worked to reduce its dependence on oil by encouraging energy conservation and use of alternative fuels. In addition, a restructuring of industry, with emphasis shifting from basic industries to processing and assembly type industries, has contributed to the reduction of oil consumption. However, there is no guarantee that this favorable trend will continue.

Foreign Trade Overseas trade is important to Japan’s economy and Japan’s economic growth is significantly driven by its exports. Japan has few natural resources and must export to pay for its imports of these basic requirements. A significant portion of Japan’s trade is conducted with emerging market countries, almost all of which are located in East and Southeast Asia, and it can be affected by conditions in these other countries and currency fluctuations. Because of the concentration of Japanese exports in highly visible products such as automobiles and technology, and the large trade surpluses ensuing therefrom, Japan has had difficult relations with its trading partners, particularly the United States. Japan’s aging and shrinking population increases the cost of the country’s pension and public welfare system and lowers domestic demand, making Japan even more dependent on exports to sustain its economy. It is possible that trade sanctions or other protectionist measures could impact Japan adversely in both the short term and long term.

· Asia (excluding Japan)

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Asia includes countries in all stages of economic development, some of which have been characterized at times by over-extension of credit, currency fluctuations, devaluations, and restrictions, unstable employment rates, over-reliance on exports, and less efficient markets. Currency fluctuations or devaluations in any one country can have a significant effect on the entire region. Furthermore, increased political and social unrest in some Asian countries could cause further economic and market uncertainty in the entire region.

Political and Social Instability The political history of some Asian countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such developments, if they continue to occur, could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and could result in significant disruption to securities markets. For example, there is a demilitarized border and hostile relations between North and South Korea, and the Taiwanese economy has been affected by security threats from China. China remains a totalitarian country with continuing risk of nationalization, expropriation, or confiscation of property and its legal system is still developing, making it more difficult to obtain or enforce judgments. At times, religious, cultural and military disputes within and outside India have caused volatility in the Indian securities markets and such disputes could adversely affect the value and liquidity of a fund’s investments in Indian securities in the future.

Foreign Currency Certain Asian countries may have managed currencies which are maintained at artificial levels to the U.S. dollar rather than at levels determined by the market. This type of system can lead to sudden and large adjustments in the currency which, in turn, can have a disruptive and negative effect on foreign investors. Certain Asian countries also may restrict the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for certain currencies, and it would, as a result, be difficult for the funds to engage in foreign currency transactions designed to protect the value of the funds’ interests in securities denominated in such currencies.

Interrelated Economies and International Trade A number of Asian companies are highly dependent on foreign loans for their operation, some of which may impose strict repayment term schedules and require significant economic and financial restructuring. The economies of many countries in the region are heavily dependent on international trade and are accordingly affected by protective trade barriers and the economic conditions of their trading partners. China has had an increasingly significant and positive impact on the global economy, but its continued success depends on its ability to retain the legal and financial policies that have fostered economic freedom and market expansion. The Hong Kong, Taiwanese, and Chinese economies can be dependent on the economies of other countries and can be significantly affected by currency fluctuations and increasing competition from Asia’s other low-cost emerging economies. These China region economies can also be significantly affected by general social, economic, and political conditions in China and other countries. The willingness and ability of the Chinese government to support the Hong Kong and Chinese economies and markets is uncertain. China has yet to develop comprehensive securities, corporate, or commercial laws, and its market is relatively new and undeveloped. Also, foreign investments may be restricted. Changes in government policy could significantly affect the local markets.

China A-Shares The China Securities Regulatory Commission (“CSRC”) has the authority to grant qualified foreign institutional investor (“QFII”) licenses, which allow foreign investments in A-shares on the Shanghai and Shenzhen Stock Exchanges and certain other securities historically not eligible for investment by non-Chinese investors. Each QFII is authorized to invest in China A-shares only up to a specified quota established by the Chinese State Administration of Foreign Exchange (“SAFE”). T. Rowe Price has received a QFII license permitting it to invest a portion of the assets of the Emerging Markets Stock, Institutional Emerging Markets Equity, International Discovery, and New Asia Funds in local Chinese securities. Although the laws of China permit the use of nominee accounts for clients of investment managers who are QFIIs, the Chinese regulators require the securities trading and settlement accounts to be maintained in the name of the QFII. Chinese regulators have been made aware that T. Rowe Price is acting as investment manager only and that any assets invested in A-shares belong to the funds. The funds’ custodian bank will maintain a specific sub-account for the A-share investments in the name of each fund. However, there is a risk that creditors of T. Rowe Price may assert that T. Rowe Price, and not the individual fund, is the legal owner of the securities and other assets in the accounts. If a court upholds such an assertion, creditors of T. Rowe Price could seek payment from the funds’ A-share investments.

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Additional risks include a potential lack of liquidity, greater price volatility, and restrictions on the repatriation of invested capital. Because of low trading volume and various restrictions on the free flow of capital into the A-share market, the A-share market could be less liquid and trading prices of A-shares could be more volatile than other local securities markets. In addition, net realized profits on fund investments in A-shares may only be repatriated under certain conditions and upon the approval of SAFE.

Risk Factors of Investing in Taxable Debt Obligations

General

Yields on short-, intermediate-, and long-term securities are dependent on a variety of factors, including the general conditions of the money, bond, and foreign exchange markets; the size of a particular offering; the maturity of the obligation; and the rating of the issue. Debt securities with longer maturities tend to carry higher yields and are generally subject to greater capital appreciation and depreciation than obligations with shorter maturities and lower yields. The market prices of debt securities usually vary, depending upon available yields. An increase in interest rates will generally reduce the value of portfolio investments, and a decline in interest rates will generally increase the value of portfolio investments. The ability of funds investing in debt securities to achieve their investment objectives is also dependent on the continuing ability of the issuers of the debt securities in which the funds invest to meet their obligations for the payment of interest and principal when due.

After purchase by the funds, a debt security may cease to be rated or its rating may be reduced below the minimum required for purchase by the funds. Neither event will require a sale of such security by the funds. However, such events will be considered in determining whether the funds should continue to hold the security. To the extent that the ratings given by Moody’s, S&P, or others may change as a result of changes in such organizations or their rating systems, the funds will attempt to use comparable ratings as standards for investments in accordance with the investment policies contained in the prospectus. The ratings of Moody’s, S&P, and others represent their opinions as to the quality of securities that they undertake to rate. Ratings are not absolute standards of quality. When purchasing unrated securities, T. Rowe Price, under the supervision of the funds’ Boards, determines whether the unrated security is of a quality comparable to that which the funds are allowed to purchase.

Full Faith and Credit Securities

Securities backed by the full faith and credit of the United States (for example, GNMA and U.S. Treasury securities) are generally considered to be among the most, if not the most, creditworthy investments available. While the U.S. government has honored its credit obligations continuously for the last 200 years, political events have, at times, called into question whether the United States would default on its obligations. Such an event would be unprecedented and there is no way to predict its results on the securities markets or the funds. However, it is very likely that default by the United States would result in losses to the funds.

Mortgage Securities

Mortgage-backed securities, including Government National Mortgage Association (“Ginnie Mae” or “GNMA”) securities differ from conventional bonds in that principal is paid back over the life of the security rather than at maturity. As a result, the holder of a mortgage-backed security (i.e., a fund) receives monthly scheduled payments of principal and interest, and may receive unscheduled principal payments representing prepayments on the underlying mortgages. Therefore, GNMA securities may not be an effective means of “locking in” long-term interest rates due to the need for the funds to reinvest scheduled and unscheduled principal payments. The incidence of unscheduled principal prepayments is also likely to increase in mortgage pools owned by the funds when prevailing mortgage loan rates fall below the mortgage rates of the securities underlying the individual pool. The effect of such prepayments in a falling rate environment is to (1) cause the funds to reinvest principal payments at the then lower prevailing interest rate, and (2) reduce the potential for capital appreciation beyond the face amount of the security and adversely affect the return to the funds. Conversely, in a rising interest rate environment such prepayments can be reinvested at higher prevailing interest rates which will reduce the potential effect of capital depreciation to which bonds are subject when interest rates rise. When interest rates rise and prepayments decline, GNMA securities become subject to

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extension risk or the risk that the price of the securities will fluctuate more. In addition, prepayments of mortgage securities purchased at a premium (or discount) will cause such securities to be paid off at par, resulting in a loss (gain) to the funds. T. Rowe Price will actively manage the funds’ portfolios in an attempt to reduce the risk associated with investment in mortgage-backed securities.

The market value of adjustable rate mortgage securities (“ARMs”), like other U.S. government securities, will generally vary inversely with changes in market interest rates, declining when interest rates rise and rising when interest rates decline. Because of their periodic adjustment feature, ARMs should be more sensitive to short-term interest rates than long-term rates. They should also display less volatility than long-term mortgage-backed securities. Thus, while having less risk of a decline during periods of rapidly rising rates, ARMs may also have less potential for capital appreciation than other investments of comparable maturities. Interest rate caps on mortgages underlying ARMs may prevent income on the ARMs from increasing to prevailing interest rate levels and cause the securities to decline in value. In addition, to the extent ARMs are purchased at a premium, mortgage foreclosures and unscheduled principal prepayments may result in some loss of the holders’ principal investment to the extent of the premium paid. On the other hand, if ARMs are purchased at a discount, both a scheduled payment of principal and an unscheduled prepayment of principal will increase current and total returns and will accelerate the recognition of income that, when distributed to shareholders, will be taxable as ordinary income.

High-Yield Securities

Special Risks of Investing in Junk Bonds The following special considerations are additional risk factors of funds investing in lower-rated securities.

· Lower-Rated Debt Securities An economic downturn or increase in interest rates is likely to have a greater negative effect on this market, the value of lower-rated debt securities in the funds’ portfolios, the funds’ net asset value and the ability of the bonds’ issuers to repay principal and interest, meet projected business goals, and obtain additional financing than on higher-rated securities. These circumstances also may result in a higher incidence of defaults than with respect to higher-rated securities. Investment in funds which invest in lower-rated debt securities is more risky than investment in shares of funds which invest only in higher-rated debt securities.

· Sensitivity to Interest Rate and Economic Changes Prices of lower-rated debt securities may be more sensitive to adverse economic changes or corporate developments than higher-rated investments. Debt securities with longer maturities, which may have higher yields, may increase or decrease in value more than debt securities with shorter maturities. Market prices of lower-rated debt securities structured as zero-coupon or pay-in-kind securities are affected to a greater extent by interest rate changes and may be more volatile than securities which pay interest periodically and in cash. Where it deems it appropriate and in the best interests of fund shareholders, the funds may incur additional expenses to seek recovery on a debt security on which the issuer has defaulted and to pursue litigation to protect the interests of security holders of its portfolio companies.

· Liquidity and Valuation Because the market for lower-rated securities may be thinner and less active than for higher-rated securities, there may be market price volatility for these securities and limited liquidity in the resale market. Nonrated securities are usually not as attractive to as many buyers as rated securities are, a factor which may make nonrated securities less marketable. These factors may have the effect of limiting the availability of the securities for purchase by the funds and may also limit the ability of the funds to sell such securities at their fair value either to meet redemption requests or in response to changes in the economy or the financial markets.

Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of lower-rated debt securities, especially in a thinly traded market. To the extent the funds own or may acquire illiquid or restricted lower-rated securities, these securities may involve special registration responsibilities, liabilities, costs, and liquidity and valuation difficulties. Changes in values of debt securities which the funds own will affect its net asset value per share. If market quotations are not readily available for the funds’ lower-rated or nonrated securities, these securities will be valued by a method that the funds’ Boards believe accurately reflects fair value. Judgment plays a greater role in valuing lower-rated debt

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securities than with respect to securities for which more external sources of quotations and last sale information are available.

· Taxation Special tax considerations are associated with investing in lower-rated debt securities structured as zero-coupon or pay-in-kind securities. The funds accrue income on these securities prior to the receipt of cash payments. The funds must distribute substantially all of its income to its shareholders to qualify for pass-through treatment under the tax laws and may, therefore, have to dispose of portfolio securities to satisfy distribution requirements.

Risk Factors of Investing in Municipal Securities

General

Yields on municipal securities are dependent on a variety of factors, including the general conditions of the money market and the municipal bond market, the size of a particular offering, the maturity of the obligations, and the rating of the issue. Municipal securities with longer maturities tend to produce higher yields and are generally subject to potentially greater capital appreciation and depreciation than obligations with shorter maturities and lower yields. The market prices of municipal securities usually vary, depending upon available yields. An increase in interest rates will generally reduce the value of portfolio investments, and a decline in interest rates will generally increase the value of portfolio investments. The ability of all the funds to achieve their investment objectives is also dependent on the continuing ability of the issuers of municipal securities in which the funds invest to meet their obligations for the payment of interest and principal when due. The ratings of Moody’s, S&P, and Fitch IBCA, Inc. (“Fitch”) represent their opinions as to the quality of municipal securities which they undertake to rate. Ratings are not absolute standards of quality; consequently, municipal securities with the same maturity, coupon, and rating may have different yields. There are variations in municipal securities, both within a particular classification and between classifications, depending on numerous factors. In 2010, Moody’s and Fitch recalibrated their ratings of municipal securities so they could use a single ratings scale for both municipal and corporate debt securities. This resulted in upgrades to ratings of certain municipal issuers based on the change in methodology and not on improvements in credit quality. It should also be pointed out that, unlike other types of investments, offerings of municipal securities have traditionally not been subject to regulation by, or registration with, the SEC, although there have been proposals which would provide for regulation in the future.

The federal bankruptcy statutes relating to the debts of political subdivisions and authorities of states of the United States provide that, in certain circumstances, such subdivisions or authorities may be authorized to initiate bankruptcy proceedings without prior notice to or consent of creditors, which proceedings could result in material and adverse changes in the rights of holders of their obligations.

Proposals have been introduced in Congress to restrict or eliminate the federal income tax exemption for interest on municipal securities, and similar proposals may be introduced in the future. Proposed “Flat Tax” and “Value Added Tax” proposals would also have the effect of eliminating the tax preference for municipal securities. Some of the past proposals would have applied to interest on municipal securities issued before the date of enactment, which would have adversely affected their value to a material degree. If such a proposal were enacted, the availability of municipal securities for investment by the funds and the value of a fund’s portfolio would be affected and, in such an event, the funds would reevaluate their investment objectives and policies. Also, recent changes to tax laws broadly lowering tax rates, including lower tax rates on dividends and capital gains, could have a negative impact on the desirability of owning municipal securities.

Although the banks and securities dealers with which the funds will transact business will be banks and securities dealers that T. Rowe Price believes to be financially sound, there can be no assurance that they will be able to honor their obligations to the funds with respect to such transactions.

Municipal Bond Insurance The funds may purchase insured bonds from time to time. Municipal bond insurance provides an unconditional and irrevocable guarantee that the insured bond’s principal and interest will be paid when due. Insurance does not guarantee the price of the bond. The guarantee is purchased from a private, nongovernmental insurance company.

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There are two types of insured securities that may be purchased by the funds: bonds carrying either (1) new issue insurance; or (2) secondary insurance. New issue insurance is purchased by the issuer of a bond in an effort to improve the bond’s credit rating. By meeting the insurer’s standards and paying an insurance premium based on the bond’s principal value, the issuer may be able to obtain a higher credit rating for the bond. The credit rating assigned to an insured municipal bond will usually reflect the financial strength of the issuer or insurer, whichever is higher. Once purchased, municipal bond insurance cannot be canceled, and the protection it affords continues as long as the bonds are outstanding and the insurer remains solvent.

The funds may also purchase bonds that carry secondary insurance purchased by an investor after a bond’s original issuance. Such policies insure a security for the remainder of its term. Generally, the funds expect that portfolio bonds carrying secondary insurance will have been insured by a prior investor. However, the funds may, on occasion, purchase secondary insurance on their own behalf.

Each of the municipal bond insurance companies has established reserves to cover estimated losses. Both the method of establishing these reserves and the amount of the reserves vary from company to company. The risk that a municipal bond insurance company may experience a claim extends over the life of each insured bond. Municipal bond insurance companies are obligated to pay a bond’s interest and principal when due if the issuing entity defaults on the insured bond. Defaults on insured municipal bonds have been fairly low to date, but certain of these insurers’ ratings have been downgraded and they are no longer insuring newly issued bonds. It is possible that there could be additional insurer downgrades and that default rates on insured bonds could increase substantially, which could further deplete an insurer’s loss reserves and adversely affect the ability of a municipal bond insurer to pay claims to holders of insured bonds, such as the funds. The inability of an insurer to pay a particular claim, or a downgrade of the insurer’s rating, could adversely affect the values of all the bonds it insures despite the quality of the underlying issuer. The number of municipal bond insurers is relatively small and, therefore, a significant amount of a municipal bond fund’s assets may be insured by a single issuer.

High-Yield Securities Lower-quality bonds, commonly referred to as “junk bonds,” are regarded as predominantly speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Because investment in low- and lower-medium-quality bonds involves greater investment risk, to the extent the funds invest in such bonds, achievement of their investment objectives will be more dependent on T. Rowe Price’s credit analysis than would be the case if the funds were investing in higher-quality bonds. High-yield bonds may be more susceptible to real or perceived adverse economic conditions than investment-grade bonds. A projection of an economic downturn or higher interest rates, for example, could cause a decline in high-yield bond prices because the advent of such events could lessen the ability of highly leveraged issuers to make principal and interest payments on their debt securities. In addition, the secondary trading market for high-yield bonds may be less liquid than the market for higher-grade bonds, which can adversely affect the ability of the funds to dispose of their portfolio securities. Bonds for which there is only a “thin” market can be more difficult to value because objective pricing data may be less available and judgment would therefore play a greater role in the valuation process.

Risk Factors of Investing in Taxable and Tax-Free Money Market Funds

The T. Rowe Price money market funds will limit their purchases of portfolio instruments to those U.S. dollar-denominated securities which the funds’ Boards determine present minimal credit risk and which are eligible securities as defined in Rule 2a-7 under the 1940 Act. Eligible securities are generally securities which have been rated (or whose issuer has been rated or whose issuer has comparable securities rated) in one of the two highest short-term rating categories (which may include sub-categories) by nationally recognized statistical rating organizations (“NRSROs”) or, in the case of any instrument that is not so rated, is of comparable high quality as determined by T. Rowe Price pursuant to written guidelines established under the supervision of the funds’ Boards. In addition, the funds may treat certain variable and floating rate instruments with demand features as short-term securities pursuant to Rule 2a-7 under the 1940 Act.

There can be no assurance that the funds will achieve their investment objectives or be able to maintain their net asset values per share at $1.00. The price of the funds is not guaranteed or insured by the U.S. government and their yields are not fixed. While the funds invest in high-grade money market instruments, investment in

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the funds is not without risk even if all portfolio instruments are paid in full at maturity. An increase in interest rates could reduce the value of the funds’ portfolio investments, and a decline in interest rates could increase the value. In addition, the SEC has proposed amendments to money market fund rules which, if adopted, could impact money market fund pricing and/or operations.

State Tax-Free Funds

The following information about the state tax-free funds is updated in June of each year. More current information is available in shareholder reports for these funds.

California Tax-Free Bond and California Tax-Free Money Funds

Risk Factors Associated with a California Portfolio

The funds’ concentration in the debt obligations of a single state carries a higher risk than a portfolio that is more geographically diversified.

Types of Municipal Debt The funds invest in municipal bonds and other municipal debt instruments issued by the state of California and its various political subdivisions and agencies. The issuers of these debt obligations include the state of California and its agencies and authorities, counties and municipalities and their agencies and authorities, various California public institutions of higher education, and certain California not-for-profit organizations (e.g., hospitals, private colleges, and nursing homes). The credit quality and risks of these investments will vary according to each security’s structure and underlying economics.

Debt is issued for a wide variety of public purposes, including transportation, housing, education, electric power, and healthcare. The state of California, and its local governments, agencies and authorities, issue two basic types of debt: general obligation bonds and revenue bonds. General obligation bonds are backed by the unlimited taxing power of the issuer. However, bonds issued by certain counties, municipalities, and agencies of the state and local government are not backed by the full faith and credit of the state. Revenue bonds are typically secured by specific pledged fees or charges for a related project, such as fees generated from the use of facilities or enterprises financed by the bonds. As part of its cash management program, the state regularly issues short-term notes to meet its disbursement requirements in advance of the receipt of revenues. Included within the revenue bond sector are tax-exempt lease obligations that are subject to annual appropriations of a governmental body, usually with no implied tax or specific revenue pledge. Local governments also raise capital through the use of Mello-Roos, 1915 Act Bonds, and Tax Increment Bonds, all of which are generally riskier than general obligation debt as they often rely on tax revenues to be generated by future development for their support.

The funds may also invest in private activity bond issues for corporate and nonprofit borrowers. Sold through various governmental conduits, these issues are backed solely by the revenues pledged by the respective borrowing corporations. No governmental support is provided or implied.

Political and Legislative Conditions Certain provisions of the California state constitution and state statutes limit the taxing and spending authority of California governmental entities, thus affecting their ability to meet debt service obligations. For example, the constitution limits ad valorem taxes on real property to 1% of “full cash value” and restricts the ability of taxing entities to increase real property taxes. It also prohibits the state from spending revenues beyond its annually adjusted “appropriations limit.” Yet another provision further restricts the ability of local governments to levy and collect existing and future taxes, assessments, and fees. In addition to limiting the financial flexibility of local governments in the state, the provision also increases the possibility of voter-determined tax rollbacks and repeals.

One effect of the tax and spending limitations in California has been a broad scale shift by local governments away from general obligation debt requiring voter approval and pledging of future tax revenues toward lease revenue financing that is subject to abatement and does not require voter approval. Lease-backed debt is generally viewed as a less secure form of borrowing and therefore entails greater credit risk.

Future initiatives, if proposed and adopted, or future court decisions could create renewed pressure on California governments and their ability to raise revenues. Although Orange County notably filed for

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protection under the U.S. Bankruptcy Code in 1994, overall the state and its underlying governments have displayed flexibility in overcoming the negative effects of past initiatives.

Economic and Financial Conditions To a large degree, the credit risk of the portfolios is dependent upon the financial strength of the state of California, its localities and agencies. Financial strength is, in turn, influenced by changing economic conditions which affect the level of taxes collected and revenues earned. While California’s economy has been diverse and resilient, and is typically the largest among the 50 states, the state of California is also normally among the most highly indebted states in the nation. The state has historically experienced more extreme swings in employment levels and property values relative to the rest of the country. In addition, California is more prone to earthquakes and other natural disasters, which can result in sudden economic downturns and the unexpected inability of issuers to meet their obligations, as well as a long-lasting negative impact on the overall California municipal securities market. More detailed information regarding economic conditions and the financial strength of California is available in the funds’ annual and semi-annual shareholder reports.

Sectors Investment concentration in a particular sector can present unique risks. For example, a significant portion of the funds’ assets may be invested in issues related to health care providers. The hospital industry has been under significant pressure to reduce expenses and shorten length of hospital stays, a phenomenon that has negatively affected the financial health of some hospitals. All hospitals are dependent on third-party reimbursement mechanisms that are typically complex, subject to numerous conditions, and uncertain as to how long they will continue.

The funds may from time to time invest in electric revenue issues. The financial performance of these utilities was impacted by the industry’s moves toward deregulation and increased competition. California’s original electric utility restructuring plan proved to be flawed as it placed over-reliance on the spot market for power purchases during a period of substantial supply and demand imbalance. Now that deregulation has been suspended, municipal utilities face a more traditional set of challenges. In particular, some electric revenue issuers have exposure to or participate in nuclear power plants, which could affect the issuer’s financial performance. Other risks include unexpected outages, plant shutdowns, and more stringent environmental regulations.

Georgia Tax-Free Bond Fund

Risk Factors Associated with a Georgia Portfolio

The fund’s concentration in the debt obligations of a single state carries a higher risk than a portfolio that is more geographically diversified.

Types of Municipal Debt The fund invests in municipal bonds and other municipal debt instruments issued by the state of Georgia and its various political subdivisions and agencies. The issuers of these debt obligations include the state of Georgia and its agencies and authorities, counties and municipalities and their agencies and authorities, various Georgia public institutions of higher education, and certain Georgia not-for-profit organizations (e.g., hospitals, private colleges, and nursing homes). The credit quality and risks of these investments will vary according to each security’s structure and underlying economics.

The state of Georgia, and its local governments, agencies and authorities, issue two basic types of debt: general obligation bonds and revenue bonds. General obligation bonds are backed by the unlimited taxing power of the issuer. However, bonds issued by certain counties, municipalities, and agencies of the state and local government are not backed by the full faith and credit of the state and may or may not be subject to annual appropriations from the state’s general fund. Revenue bonds are typically secured by specific pledged fees or charges for a related project, such as fees generated from the use of facilities or enterprises financed by the bonds. Included within the revenue bond sector are tax-exempt lease obligations that are subject to annual appropriations of a governmental body, usually with no implied tax or specific revenue pledge.

The Georgia Constitution imposes certain debt limits and controls. The state’s general obligation debt service cannot exceed 10% of total revenue receipts less refunds of the state treasury and state-issued general obligation bonds have a 25-year maturity limit. The state also established “debt affordability” limits which

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provide that outstanding debt will not exceed 2.7% of personal income or that maximum annual debt service will not exceed 5% of the prior year’s revenues.

The fund may also invest in private activity bond issues for corporate and nonprofit borrowers. Sold through various governmental conduits, these issues are backed solely by the revenues pledged by the respective borrowing corporations. No governmental support is provided or implied.

Economic and Financial Conditions To a large degree, the credit risk of the portfolio is dependent upon the financial strength of the state of Georgia, its localities and agencies. Financial strength is, in turn, influenced by changing economic conditions which affect the level of taxes collected and revenues earned. While local governments in Georgia are primarily reliant on independent revenue sources, such as property taxes, they are not immune to budget shortfalls caused by cutbacks in state aid. More detailed information regarding economic conditions and the financial strength of Georgia is available in the fund’s annual and semi-annual shareholder reports.

Sectors Investment concentration in a particular sector can present unique risks. For example, a significant portion of the fund’s assets may be invested in issues related to health care providers. The hospital industry has been under significant pressure to reduce expenses and shorten length of hospital stays, a phenomenon that has negatively affected the financial health of some hospitals. All hospitals are dependent on third-party reimbursement mechanisms that are typically complex, subject to numerous conditions, and uncertain as to how long they will continue.

The fund may from time to time invest in electric revenue issues that have exposure to or participate in nuclear power plants, which could affect the issuer’s financial performance. Such risks include delay in construction and operation due to increased regulation, unexpected outages or plant shutdowns, increased Nuclear Regulatory Commission surveillance, or inadequate rate relief. In addition, the financial performance of electric utilities may be impacted by increased competition and deregulation of the industry.

The fund may invest in issues related to life care, which includes nursing homes, assisted living facilities, and continuing care retirement communities. These bonds are typically issued with longer-term maturities, although they are usually callable by the issuer on prescribed dates before maturity. Many life care municipal bonds are considered below investment-grade or are not rated by a credit rating agency. Reasons for the higher credit risk include uncertainty over future regulations and Medicaid funding, increased competition, and a lack of affordability.

Maryland Short-Term Tax-Free Bond, Maryland Tax-Free Bond, and Maryland Tax-Free Money Funds

Risk Factors Associated with a Maryland Portfolio

The funds’ concentration in the debt obligations of a single state carries a higher risk than a portfolio that is more geographically diversified.

Types of Municipal Debt The funds invest in municipal bonds and other municipal debt instruments issued by the state of Maryland and its various political subdivisions and agencies. The issuers of these debt obligations include the state of Maryland and its agencies and authorities, counties and municipalities and their agencies and authorities, various Maryland public institutions of higher education, and certain Maryland not-for-profit organizations (e.g., hospitals, private colleges, and nursing homes). The credit quality and risks of these investments will vary according to each security’s structure and underlying economics.

The state of Maryland, and its local governments, agencies and authorities, issue two basic types of debt: general obligation bonds and revenue bonds. General obligation bonds are backed by the unlimited taxing power of the issuer. However, many counties, municipalities, and agencies of the state and local government are authorized to borrow money under laws expressly providing that the loan obligations are not debts or pledges of the full faith and credit of the state. The state constitution imposes a 15-year maturity limit on state-issued general obligation bonds. Revenue bonds are typically secured by specific pledged fees or charges for a related project, such as fees generated from the use of facilities or enterprises financed by the bonds. Included within the revenue bond sector are tax-exempt lease obligations that are subject to annual appropriations of a governmental body, usually with no implied tax or specific revenue pledge.

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The fund may also purchase municipal bonds and other municipal debt instruments that are issued by the District of Columbia, or one of its agencies or authorities, but provide for dual income tax exemption in the District of Columbia and Maryland. Such investments are normally revenue bonds that derive their revenues from projects or facilities with economic and geographic ties to both the District of Columbia and Maryland.

Economic and Financial Conditions To a large degree, the credit risk of the portfolios is dependent upon the financial strength of the state of Maryland, its localities and agencies. Financial strength is, in turn, influenced by changing economic conditions which affect the level of taxes collected and revenues earned. More detailed information regarding economic conditions and the financial strength of Maryland is available in the funds’ annual and semi-annual shareholder reports.

The funds may from time to time invest in electric revenue issues that have exposure to or participate in nuclear power plants, which could affect the issuer’s financial performance. Such risks include delay in construction and operation due to increased regulation, unexpected outages or plant shutdowns, increased Nuclear Regulatory Commission surveillance, or inadequate rate relief. In addition, the financial performance of electric utilities may be impacted by increased competition and deregulation of the industry.

The funds may invest in issues related to life care, which includes nursing homes, assisted living facilities, and continuing care retirement communities. These bonds are typically issued with longer-term maturities, although they are usually callable by the issuer on prescribed dates before maturity. Many life care municipal bonds are considered below investment-grade or are not rated by a credit rating agency. Reasons for the higher credit risk include uncertainty over future regulations and Medicaid funding, increased competition, and a lack of affordability.

New Jersey Tax-Free Bond Fund

Risk Factors Associated with a New Jersey Portfolio

The fund’s concentration in the debt obligations of a single state carries a higher risk than a portfolio that is more geographically diversified.

Types of Municipal Debt The fund invests in municipal bonds and other municipal debt instruments issued by the state of New Jersey and its various political subdivisions and agencies. The issuers of these debt obligations include the state of New Jersey and its agencies and authorities, counties and municipalities and their agencies and authorities, various New Jersey public institutions of higher education, and certain New Jersey not-for-profit organizations (e.g., hospitals, private colleges, and nursing homes). The credit quality and risks of these investments will vary according to each security’s structure and underlying economics.

The state of New Jersey, and its local governments, agencies and authorities, issue two basic types of debt: general obligation bonds and revenue bonds. General obligation bonds are backed by the unlimited taxing power of the issuer. However, many counties, municipalities, and agencies of the state and local government are authorized to borrow money under laws expressly providing that the loan obligations are not debts or pledges of the full faith and credit of the state. Revenue bonds are typically secured by specific pledged fees or charges for a related project, such as fees generated from the use of facilities or enterprises financed by the bonds. Included within the revenue bond sector are tax-exempt lease obligations that are subject to annual appropriations of a governmental body, usually with no implied tax or specific revenue pledge.

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The majority of the state’s debt is “appropriation-backed.” This means that the debt service payments on these obligations must be funded annually by the state legislature, but the legislature has no legal obligation to continue to make such appropriations.

The fund may also invest in private activity bond issues for corporate and nonprofit borrowers. These issues are sold through various governmental conduits, such as the New Jersey Economic Development Authority and various local issuers, and are backed solely by the revenues pledged by the respective borrowing corporations. No governmental support is provided or implied. In the past, a number of New Jersey Economic Development Authority issues have defaulted as a result of borrower financial difficulties.

Economic and Financial Conditions To a large degree, the credit risk of the portfolio is dependent upon the financial strength of the state of New Jersey, its localities and agencies. Financial strength is, in turn, influenced by changing economic conditions which affect the level of taxes collected and revenues earned. The state of New Jersey is typically among the most highly indebted states in the nation. More detailed information regarding economic conditions and the financial strength of New Jersey is available in the fund’s annual and semi-annual shareholder reports.

New York Tax-Free Bond and New York Tax-Free Money Funds

Risk Factors Associated with a New York Portfolio

The funds’ concentration in the debt obligations of a single state carries a higher risk than a portfolio that is more geographically diversified.

Types of Municipal Debt The funds invest in municipal bonds and other municipal debt instruments issued by the state of New York and its various political subdivisions and agencies. The issuers of these debt obligations include: the state of New York, New York City, and their agencies and authorities; counties, other municipalities, and their agencies and authorities; various New York public institutions of higher education; and certain New York not-for-profit organizations (e.g., hospitals, private colleges, and nursing homes). The credit quality and risks of these investments will vary according to each security’s structure and underlying economics.

The state of New York, and its local governments, agencies and authorities, issue two basic types of debt: general obligation bonds and revenue bonds. General obligation bonds are backed by the unlimited taxing power of the issuer. However, bonds issued by certain counties, municipalities, and agencies of the state and local government are not backed by the full faith and credit of the state of New York or New York City. Revenue bonds are typically secured by specific pledged fees or charges for a related project, such as fees generated from the use of facilities or enterprises financed by the bonds. Included within the revenue bond

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sector are tax-exempt lease obligations that are subject to annual appropriations of a governmental body, usually with no implied tax or specific revenue pledge.

Economic and Financial Conditions To a large degree, the credit risk of the portfolios is dependent upon the financial strength of the state of New York, its localities and agencies. Financial strength is, in turn, influenced by changing economic conditions which affect the level of taxes collected and revenues earned. The state of New York is typically among the most highly indebted states in the nation and New York City is typically one of the most indebted U.S. cities. More detailed information regarding economic conditions and the financial strength of New York is available in the funds’ annual and semi-annual shareholder reports.

Virginia Tax-Free Bond Fund

Risk Factors Associated with a Virginia Portfolio

The fund’s concentration in the debt obligations of a single state carries a higher risk than a portfolio that is more geographically diversified.

Types of Municipal Debt The fund invests in municipal bonds and other municipal debt instruments issued by the commonwealth of Virginia and its various political subdivisions and agencies. The issuers of these debt obligations include the commonwealth of Virginia and its agencies and authorities, counties and municipalities and their agencies and authorities, various Virginia public institutions of higher education, and certain Virginia not-for-profit organizations (e.g., hospitals, private colleges, and nursing homes). The credit quality and risks of these investments will vary according to each security’s structure and underlying economics.

Debt is issued for a wide variety of public purposes, including transportation, housing, education, healthcare, and industrial development. The commonwealth of Virginia, and its local governments, agencies and authorities, issue two basic types of debt: general obligation bonds and revenue bonds. General obligation bonds are backed by the unlimited taxing power of the issuer. Under Virginia law, general obligation debt is limited to 1.15 times the average of the preceding three years’ income tax and sales and use collections. However, bonds issued by many counties, municipalities, and agencies of the commonwealth and local

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government are not backed by the full faith and credit of the commonwealth but instead are subject to annual appropriations from the commonwealth’s general fund. Revenue bonds are typically secured by specific pledged fees or charges for a related project, such as fees generated from the use of facilities or enterprises financed by the bonds. Included within the revenue bond sector are tax-exempt lease obligations that are subject to annual appropriations of a governmental body, usually with no implied tax or specific revenue pledge.

The fund may also purchase municipal bonds and other municipal debt instruments that are issued by the District of Columbia, or one of its agencies or authorities, but provide for dual income tax exemption in the District of Columbia and Virginia. Such investments are normally revenue bonds that derive their revenues from projects or facilities with economic and geographic ties to both the District of Columbia and Virginia.

Economic and Financial Conditions To a large degree, the credit risk of the portfolio is dependent upon the financial strength of the commonwealth of Virginia, its localities and agencies. Financial strength is, in turn, influenced by changing economic conditions which affect the level of taxes collected and revenues earned. While local governments in Virginia are primarily reliant on independent revenue sources, such as property taxes, they are not immune to budget shortfalls caused by cutbacks in state aid. More detailed information regarding economic conditions and the financial strength of Virginia is available in the fund’s annual and semi-annual shareholder reports.

All State Tax-Free Funds

Puerto Rico From time to time, the funds may invest in obligations of the commonwealth of Puerto Rico and its public corporations, the interest of which may be exempt from U.S. federal, state, and local income taxes. As of May 1, 2013, the general obligation debt of Puerto Rico was rated Baa3 by Moody’s, BBB- by S&P, and BBB- by Fitch. All three rating agencies have assigned a negative outlook. The credit ratings and negative outlook reflect, in part, their concerns regarding a weak economy, structural budget imbalances, underfunded pensions, and a rising debt burden.

Debt As of March 31, 2012, the outstanding debt of Puerto Rico totaled $68 billion. This includes bonds supported by the commonwealth’s general obligation pledge, appropriations or guarantee; public corporations such as highways, water and sewer, and electric power, and municipalities.

Guaranteed direct obligations of the commonwealth supported by a general obligation pledge are subject to limitations imposed by the commonwealth’s constitution. Debts of its municipalities are typically supported

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by property taxes and municipal license taxes, with support from the commonwealth, if necessary. Debts of its public corporations are generally supported by the entity’s revenues or by the commonwealth’s appropriations or taxes.

Though different measures suggest Puerto Rico’s debt burden is high relative to a U.S. state, the commonwealth issues or supports bonds on behalf of municipalities and other governmental units. In many cases, this type of debt would be issued by local government or public agencies which are independent entities in the U.S. One measure to monitor the commonwealth debt levels is by comparing the rate of growth of its debt to the rate of growth of its gross national product (“GNP”). For the five-year period ended in June 2011, total public sector debt increased by 38%, whereas nominal-GNP for the same five-year period increased by 8%.

Economy Puerto Rico’s economy is closely linked to the United States. Like the United States, the commonwealth experienced an economic recession. Government officials estimate that the economy (as measured by real GNP) contracted 3.8% in 2009, 3.4% in 2010 and 1.5% in 2011, but likely stabilized somewhat during 2012 due to U.S. and local stimulus plans. The forecast for growth is lower than that of the United States.

Manufacturing, especially pharmaceuticals, is very important to the local economy. Manufacturing accounted for approximately 49% of GDP in 2011, and 10% of non-farm payroll employment. Services are another component of the local economy, and represented 41% of GDP and 59% of employment. Tourism is an important sub-sector of services, and an important driver of Puerto Rico’s economy. While the number of tourists increased 4.1% between 2007 and 2011, visitors’ expenditures increased a higher 7.8% over this period.

For many years, U.S. companies operating in Puerto Rico were eligible to receive special tax treatment. Since 1976, Section 936 of the U.S. tax code entitled certain corporations to credit income derived from business activities in the commonwealth against their United States corporate income tax and spurred significant expansion in capital intensive manufacturing, particularly large pharmaceutical firms. The tax benefits, however, were eliminated beginning with the 2006 tax year. While the ultimate impact of the phase outs is being evaluated, indications are that major pharmaceutical, instrument, and electronic manufacturing firms have not exited the market, but employment in this sector is trending downward as some individual plants have closed while others have become more automated.

Financial Puerto Rico’s general fund revenues, on a budgetary basis, were $8.0 billion in fiscal year 2011 (yielding a deficit of $1.1 billion) and fiscal year 2012 (unaudited) looks to have been very similar. The prior governor and his administration implemented various fiscal measures, including borrowings, stimulus plans, expense re-structuring, payroll cuts, and tax reform in an effort to reduce the budget gap. A balanced budget was originally projected for fiscal year 2013 but preliminary indications are that a deficit of up to $1.9 billion will occur. A new governor for the commonwealth was elected in November 2012; he is working on reforms and strategies to manage through the fiscal year 2013 budget gap as well as a likely budget gap in fiscal year 2014.

PORTFOLIO SECURITIES

Types of Securities

Set forth below is additional information about certain of the investments described in the funds’ prospectuses.

Equity Securities

Common and preferred stocks both represent an equity or ownership interest in an issuer. Common stock typically entitles the owner to vote on the election of directors and other important matters while preferred

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stock does not ordinarily carry voting rights. In the event an issuer is liquidated or declares bankruptcy, the claims of secured and unsecured creditors and owners of bonds take precedence over the claims of those who own preferred stock, and the owners of preferred stock take precedence over the claims of those who own common stock.

Although owners of common stock are typically entitled to receive any dividends on such stock, owners of common stock participate in company profits on a pro-rata basis. Profits may be paid out in dividends or reinvested in the company to help it grow. Because increases and decreases in earnings are usually reflected in a company’s stock price, common stocks generally have the greatest appreciation and depreciation potential of all corporate securities.

Preferred stock, unlike common stock, often has a stated dividend rate payable from the corporation’s earnings. Preferred stock dividends may be cumulative or non-cumulative, participating or non-participating, or adjustable rate. Cumulative dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the issuer’s common stock, while a passed dividend on non-cumulative preferred stock is generally gone forever. Participating preferred stock may be entitled to a dividend exceeding the declared dividend in certain cases, while non-participating preferred stock is limited to the stipulated dividend. Adjustable rate preferred stock pays a dividend that is adjustable, usually quarterly, based on changes in certain interest rates. Convertible preferred stock is exchangeable for a specified number of common stock shares and is typically more volatile than non-convertible preferred stock, which tends to behave more like a bond.

The funds may make equity investments in companies through initial public offerings and by entering into privately negotiated transactions involving equity securities that are not yet publicly traded on a stock exchange. Stocks may also be purchased on a “when-issued” basis, which is used to refer to a security that has not yet been issued but that will be issued in the future. The term may be used for new stocks and stocks that have split but have not yet started trading.

Debt Securities

· U.S. Government Obligations Bills, notes, bonds, and other debt securities issued by the U.S. Treasury and backed by the full faith and credit of the U.S. government. These are direct obligations of the U.S. government and differ mainly in the length of their maturities. U.S. Treasury Obligations may also include, among other things, the separately traded principal and interest components of securities guaranteed or issued by the U.S. Treasury if such components are traded independently under the Separate Trading of Registered Interest and Principal of Securities program (“STRIPS”), as well as Treasury inflation-protected securities (“TIPS”) whose principal value is periodically adjusted according to the rate of inflation.

· U.S. Government Agency Securities Issued or guaranteed by U.S. government-sponsored enterprises and federal agencies. These include securities issued by the Federal National Mortgage Association (“Fannie Mae” or “FNMA”), GNMA, Federal Home Loan Bank, Federal Land Banks, Farmers Home Administration, Banks for Cooperatives, Federal Intermediate Credit Banks, Federal Financing Bank, Farm Credit Banks, the Small Business Association, and the Tennessee Valley Authority. Some of these securities are supported by the full faith and credit of the U.S. Treasury; the remainder are supported only by the credit of the instrumentality, which may or may not include the right of the issuer to borrow from the U.S. Treasury. These may also include securities issued by eligible private institutions that are guaranteed by certain U.S. government agencies under authorized programs.

· Bank Obligations Certificates of deposit, banker’s acceptances, and other short-term debt obligations. Certificates of deposit are short-term obligations of commercial banks. A banker’s acceptance is a time draft drawn on a commercial bank by a borrower, usually in connection with international commercial transactions. Certificates of deposit may have fixed or variable rates. The funds may invest in U.S. banks, foreign branches of U.S. banks, U.S. branches of foreign banks, and foreign branches of foreign banks.

· Savings and Loan Obligations Negotiable certificates of deposit and other short-term debt obligations of savings and loan associations.

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· Supranational Agencies Securities of certain supranational entities, such as the International Development Bank.

· Corporate Debt Securities Outstanding corporate debt securities (e.g., bonds and debentures). Corporate notes may have fixed, variable, or floating rates.

· Short-Term Corporate Debt Securities Outstanding nonconvertible corporate debt securities (e.g., bonds and debentures) which have one year or less remaining to maturity. Corporate notes may have fixed, variable, or floating rates.

· Commercial Paper and Commercial Notes Short-term promissory notes issued by corporations primarily to finance short-term credit needs. Certain notes may have floating or variable rates and may contain options, exercisable by either the buyer or the seller, that extend or shorten the maturity of the note.

· Foreign Government Securities Issued or guaranteed by a foreign government, province, instrumentality, political subdivision, or similar unit thereof.

· Funding Agreements Obligations of indebtedness negotiated privately between the funds and an insurance company. Often such instruments will have maturities with unconditional put features, exercisable by the funds, requiring return of principal within one year or less.

There are, of course, other types of securities that are or may become available that are similar to the foregoing, and the funds may invest in these securities.

Mortgage-Related Securities

· Mortgage-Backed Securities Mortgage-backed securities are securities representing an interest in a pool of mortgages. The mortgages may be of a variety of types, including adjustable rate, conventional 30-year and 15-year fixed rate, and graduated payment mortgages. Principal and interest payments made on the mortgages in the underlying mortgage pool are passed through to the funds. This is in contrast to traditional bonds where principal is normally paid back at maturity in a lump sum. Unscheduled prepayments of principal shorten the securities’ weighted average life and may lower their total return. (When a mortgage in the underlying mortgage pool is prepaid, an unscheduled principal prepayment is passed through to the funds. This principal is returned to the funds at par. As a result, if a mortgage security were trading at a premium, its total return would be lowered by prepayments, and if a mortgage security were trading at a discount, its total return would be increased by prepayments.) The value of these securities also may change because of changes in the market’s perception of the creditworthiness of the federal agency that issued them or a downturn in housing prices. In addition, the mortgage securities market in general may be adversely affected by changes in governmental regulation or tax policies.

· U.S. Government Agency Mortgage-Backed Securities These are obligations issued or guaranteed by the U.S. government or one of its agencies or instrumentalities, such as GNMA, FNMA, the Federal Home Loan Mortgage Corporation (“Freddie Mac” or “FHLMC”), and the Federal Agricultural Mortgage Corporation (“Farmer Mac” or “FAMC”). FNMA, FHLMC, and FAMC obligations are not backed by the full faith and credit of the U.S. government as GNMA certificates are, but they are supported by the instrumentality’s right to borrow from the U.S. Treasury. On September 7, 2008, FNMA and FHLMC were placed under conservatorship of the Federal Housing Finance Agency, an independent federal agency. U.S. Government Agency Mortgage-Backed Certificates provide for the pass-through to investors of their pro-rata share of monthly payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans, net of any fees paid to the guarantor of such securities and the servicer of the underlying mortgage loans. Each of GNMA, FNMA, FHLMC, and FAMC guarantees timely distributions of interest to certificate holders. GNMA and FNMA guarantee timely distributions of scheduled principal. FHLMC has in the past guaranteed only the ultimate collection of principal of the underlying mortgage loan; however, FHLMC now issues mortgage-backed securities (FHLMC Gold PCS) which also guarantee timely payment of monthly principal reductions.

· GNMA Certificates GNMA is a wholly owned corporate instrumentality of the United States within the Department of Housing and Urban Development. The National Housing Act of 1934, as amended (the

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“Housing Act”), authorizes GNMA to guarantee the timely payment of the principal of and interest on certificates that are based on and backed by a pool of mortgage loans insured by the Federal Housing Administration under the Housing Act, or Title V of the Housing Act of 1949 (“FHA Loans”), or guaranteed by the Department of Veterans Affairs under the Servicemen’s Readjustment Act of 1944, as amended (“VA Loans”), or by pools of other eligible mortgage loans. The Housing Act provides that the full faith and credit of the U.S. government is pledged to the payment of all amounts that may be required to be paid under any guaranty. In order to meet its obligations under such guaranty, GNMA is authorized to borrow from the U.S. Treasury with no limitations as to amount.

· FNMA Certificates FNMA is a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act of 1938. FNMA Certificates represent a pro-rata interest in a group of mortgage loans purchased by FNMA. FNMA guarantees the timely payment of principal and interest on the securities it issues. The obligations of FNMA are not backed by the full faith and credit of the U.S. government.

· FHLMC Certificates FHLMC is a corporate instrumentality of the United States created pursuant to the Emergency Home Finance Act of 1970, as amended (“FHLMC Act”). FHLMC Certificates represent a pro-rata interest in a group of mortgage loans purchased by FHLMC. FHLMC guarantees timely payment of interest and principal on certain securities it issues and timely payment of interest and eventual payment of principal on other securities it issues. The obligations of FHLMC are obligations solely of FHLMC and are not backed by the full faith and credit of the U.S. government.

· FAMC Certificates FAMC is a federally chartered instrumentality of the United States established by Title VIII of the Farm Credit Act of 1971, as amended (“Charter Act”). FAMC was chartered primarily to attract new capital for financing of agricultural real estate by making a secondary market in certain qualified agricultural real estate loans. FAMC provides guarantees of timely payment of principal and interest on securities representing interests in, or obligations backed by, pools of mortgages secured by first liens on agricultural real estate. Similar to FNMA and FHLMC, FAMC Certificates are not supported by the full faith and credit of the U.S. government; rather, FAMC may borrow from the U.S. Treasury to meet its guaranty obligations.

As discussed above, prepayments on the underlying mortgages and their effect upon the rate of return of a mortgage-backed security is the principal investment risk for a purchaser of such securities, like the funds. Over time, any pool of mortgages will experience prepayments due to a variety of factors, including (1) sales of the underlying homes (including foreclosures), (2) refinancings of the underlying mortgages, and (3) increased amortization by the mortgagee. These factors, in turn, depend upon general economic factors, such as level of interest rates and economic growth. Thus, investors normally expect prepayment rates to increase during periods of strong economic growth or declining interest rates, and to decrease in recessions and rising interest rate environments. Accordingly, the life of the mortgage-backed security is likely to be substantially shorter than the stated maturity of the mortgages in the underlying pool. Because of such variation in prepayment rates, it is not possible to predict the life of a particular mortgage-backed security, but FHA statistics indicate that 25- to 30-year single family dwelling mortgages have an average life of approximately 12 years. The majority of GNMA Certificates are backed by mortgages of this type, and, accordingly, the generally accepted practice treats GNMA Certificates as 30-year securities which prepay in full in the 12th year. FNMA and FHLMC Certificates may have differing prepayment characteristics.

Fixed-rate mortgage-backed securities bear a stated “coupon rate” which represents the effective mortgage rate at the time of issuance, less certain fees to GNMA, FNMA, and FHLMC for providing the guarantee, and the issuer for assembling the pool and for passing through monthly payments of interest and principal.

Payments to holders of mortgage-backed securities consist of the monthly distributions of interest and principal less the applicable fees. The actual yield to be earned by a holder of mortgage-backed securities is calculated by dividing interest payments by the purchase price paid for the mortgage-backed securities (which may be at a premium or a discount from the face value of the certificate).

Monthly distributions of interest, as contrasted to semiannual distributions which are common for other fixed interest investments, have the effect of compounding and thereby raising the effective annual yield earned on mortgage-backed securities. Because of the variation in the life of the pools of mortgages which back various

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mortgage-backed securities, and because it is impossible to anticipate the rate of interest at which future principal payments may be reinvested, the actual yield earned from a portfolio of mortgage-backed securities will differ significantly from the yield estimated by using an assumption of a certain life for each mortgage-backed security included in such a portfolio as described above.

· Commercial Mortgage-Backed Securities (“CMBS”) These are securities created from a pool of commercial mortgage loans, such as loans for hotels, restaurants, shopping centers, office buildings, and apartment buildings. Interest and principal payments from the underlying loans are passed through to the funds according to a schedule of payments. CMBS are structured similarly to mortgage-backed securities in that both are backed by mortgage payments. However, CMBS involve loans related to commercial property, whereas mortgage-backed securities are based on loans relating to residential property. Because commercial mortgages tend to be structured with prepayment penalties, CMBS generally carry less prepayment risk than loans backed by residential mortgages. Credit quality depends primarily on the quality of the loans themselves and on the structure of the particular deal. However, the value of these securities may change because of actual or perceived changes in the creditworthiness of the individual borrowers, their tenants, and servicing agents, or due to deterioration in the general state of commercial real estate or overall economic conditions.

· Collateralized Mortgage Obligations (“CMOs”) CMOs are bonds that are collateralized by whole loan mortgages or mortgage pass-through securities. The bonds issued in a CMO deal are divided into groups, and each group of bonds is referred to as a “tranche.” Under the traditional CMO structure, the cash flows generated by the mortgages or mortgage pass-through securities in the collateral pool are used to first pay interest and then pay principal to the CMO bondholders. The bonds issued under such a CMO structure are retired sequentially as opposed to the pro-rata return of principal found in traditional pass-through obligations. Subject to the various provisions of individual CMO issues, the cash flow generated by the underlying collateral (to the extent it exceeds the amount required to pay the stated interest) is used to retire the bonds. Under the CMO structure, the repayment of principal among the different tranches is prioritized in accordance with the terms of the particular CMO issuance. The “fastest-pay” tranche of bonds, as specified in the prospectus for the issuance, would initially receive all principal payments. When that tranche of bonds is retired, the next tranche, or tranches, in the sequence, as specified in the prospectus, receive all of the principal payments until they are retired. The sequential retirement of bond groups continues until the last tranche, or group of bonds, is retired. Accordingly, the CMO structure allows the issuer to use cash flows of long maturity, monthly pay collateral to formulate securities with short, intermediate, and long final maturities and expected average lives.

In recent years, new types of CMO tranches have evolved. These include floating-rate CMOs, planned amortization classes, accrual bonds, and CMO residuals. These newer structures affect the amount and timing of principal and interest received by each tranche from the underlying collateral. Under certain of these new structures, given classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages. Therefore, depending on the type of CMOs in which the funds invest, the investment may be subject to a greater or lesser risk of prepayment than other types of mortgage-related securities.

The primary risk of any mortgage security is the uncertainty of the timing of cash flows. For CMOs, the primary risk results from the rate of prepayments on the underlying mortgages serving as collateral and from the structure of the deal (priority of the individual tranches). An increase or decrease in prepayment rates (resulting from a decrease or increase in mortgage interest rates) will affect the yield, average life, and price of CMOs. The prices of certain CMOs, depending on their structure and the rate of prepayments, can be volatile. Some CMOs may also not be as liquid as other securities.

· U.S. Government Agency Multi-Class Pass-Through Securities Unlike CMOs, U.S. Government Agency Multi-Class Pass-Through Securities, which include FNMA Guaranteed Real Estate Mortgage Investment Conduit Pass-Through Certificates and FHLMC Multi-Class Mortgage Participation Certificates, are ownership interests in a pool of mortgage assets. Unless the context indicates otherwise, all references herein to CMOs include multi-class pass-through securities.

· Multi-Class Residential Mortgage Securities Such securities represent interests in pools of mortgage loans to residential home buyers made by commercial banks, savings and loan associations, or other financial institutions. Unlike GNMA, FNMA, and FHLMC securities, the payment of principal and interest on Multi-

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Class Residential Mortgage Securities is not guaranteed by the U.S. government or any of its agencies. Accordingly, yields on Multi-Class Residential Mortgage Securities have been historically higher than the yields on U.S. government mortgage securities. However, the risk of loss due to default on such instruments is higher since they are not guaranteed by the U.S. government or its agencies. Additionally, pools of such securities may be divided into senior or subordinated segments. Although subordinated mortgage securities may have a higher yield than senior mortgage securities, the risk of loss of principal is greater because losses on the underlying mortgage loans must be borne by persons holding subordinated securities before those holding senior mortgage securities.

· Privately Issued Mortgage-Backed Certificates These are pass-through certificates issued by nongovernmental issuers. Pools of conventional residential or commercial mortgage loans created by such issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government guarantees of payment. Timely payment of interest and principal of these pools is, however, generally supported by various forms of insurance or guarantees, including individual loan, title, pool, and hazard insurance. The insurance and guarantees are issued by government entities, private insurance, or the mortgage poolers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets the funds’ quality standards. The funds may buy mortgage-related securities without insurance or guarantees if through an examination of the loan experience and practices of the poolers, the investment manager determines that the securities meet the funds’ quality standards.

· Stripped Mortgage-Backed Securities These instruments represent interests in a pool of mortgages, the cash flow of which has been separated into its interest and principal components. Interest only securities (“IOs”) receive the interest portion of the cash flow while principal only securities (“POs”) receive the principal portion. IOs and POs are usually structured as tranches of a CMO. Stripped Mortgage-Backed Securities may be issued by U.S. government agencies or by private issuers similar to those described above with respect to CMOs and privately issued mortgage-backed certificates. As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. The value of the PO, as with other mortgage-backed securities described herein, and other debt instruments, will tend to move in the opposite direction compared to interest rates. Under the Code, POs may generate taxable income from the current accrual of original issue discount, without a corresponding distribution of cash to the funds.

The cash flows and yields on IO and PO classes are extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets. In the case of IOs, prepayments affect the amount of cash flows provided to the investor. In contrast, prepayments on the mortgage pool affect the timing of cash flows received by investors in POs. For example, a rapid or slow rate of principal payments may have a material adverse effect on the prices of IOs or POs, respectively. If the underlying mortgage assets experience greater than anticipated prepayments of principal, investors may fail to fully recoup their initial investment in an IO class of a stripped mortgage-backed security, even if the IO class is rated AAA or Aaa or is derived from a full faith and credit obligation. Conversely, if the underlying mortgage assets experience slower than anticipated prepayments of principal, the price on a PO class will be affected more severely than would be the case with a traditional mortgage-backed security.

The determination of whether a particular IO or PO is liquid is made on a case by case basis under guidelines and standards established by the funds’ Boards. The funds’ Boards have delegated to T. Rowe Price the authority to determine the liquidity of these instruments based on a number of factors such as: the type of issuer; type of collateral, including age and prepayment characteristics; rate of interest on coupon relative to current market rates and the effect of the rate on the potential for prepayments; complexity of the issue’s structure, including the number of tranches; and size of the issue and the number of dealers who make a market in the IO or PO.

· Adjustable Rate Mortgage Securities (“ARMs”) ARMs, like fixed-rate mortgages, have a specified maturity date, and the principal amount of the mortgage is repaid over the life of the mortgage. Unlike fixed-rate mortgages, the interest rate on ARMs is adjusted at regular intervals based on a specified, published interest rate “index” such as a Treasury rate index. The new rate is determined by adding a specific interest amount, the “margin,” to the interest rate of the index. Investment in ARMs allows the funds to participate in changing

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interest rate levels through regular adjustments in the coupons of the underlying mortgages, resulting in more variable current income and lower price volatility than longer-term fixed-rate mortgage securities. ARMs are a less effective means of locking in long-term rates than fixed-rate mortgages since the income from adjustable rate mortgages will increase during periods of rising interest rates and decline during periods of falling rates.

· Other Mortgage-Related Securities Governmental, government-related, or private entities may create mortgage loan pools offering pass-through investments in addition to those described above. The mortgages underlying these securities may be alternative mortgage instruments, that is, mortgage instruments whose principal or interest payments may vary or whose terms to maturity may differ from customary long-term fixed-rate mortgages. As new types of mortgage-related securities are developed and offered to investors, the investment manager will, consistent with the funds’ objectives, policies, and quality standards, consider making investments in such new types of securities.

Asset-Backed Securities

Background The asset-backed securities (“ABS”) market has been one of the fastest growing sectors of the U.S. fixed-income market since its inception in late 1985. Although initial ABS transactions were backed by auto loans and credit card receivables, today’s market has evolved to include a variety of asset types including home equity loans, student loans, equipment leases, stranded utility costs, and collateralized bond/loan obligations. For investors, securitization typically provides an opportunity to invest in high-quality securities with higher credit ratings and less downgrade/event risk than corporate bonds. Unlike mortgages, prepayments on ABS collateral are less sensitive to changes in interest rates. They can also be structured into classes that meet the market’s demand for various maturities and credit quality.

Structure Asset-backed securities are bonds that represent an ownership interest in a pool of receivables sold by originators into a special purpose vehicle (“SPV”). The collateral types can vary, so long as they are secured by homogeneous assets with relatively predictable cash flows. Assets that are transferred through a sale to a SPV are legally separated from those of the seller/servicer, which insulates investors from bankruptcy or other event risk associated with the seller/servicer of those assets. Most senior tranches of ABS are structured to a triple-A rated level through credit enhancement; however, ABS credit ratings range from AAA to non-investment-grade. Many ABS transactions are structured to include payout events/performance triggers which provide added protection against deteriorating credit quality.

ABS structures are generally categorized by two distinct types of collateral. Amortizing assets (such as home equity loans, auto loans, and equipment leases) typically pass through principal and interest payments directly to investors, while revolving assets (such as credit card receivables, home equity lines of credit, and dealer floor-plan loans) typically reinvest principal and interest payments in new collateral for a specified period of time. The majority of amortizing transactions are structured as straight sequential-pay transactions. In these structures, all principal amortization and prepayments are directed to the shortest maturity class until it is retired, then to the next shortest class and so on. The majority of revolving assets are structured as bullets, whereby investors receive periodic interest payments and only one final payment of principal at maturity.

Underlying Assets The asset-backed securities that may be purchased include securities backed by pools of mortgage-related receivables known as home equity loans, or of consumer receivables such as automobile loans or credit card loans. Other types of ABS may also be purchased. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the securities is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit support provided to the securities. The rate of principal payment on asset-backed securities generally depends on the rate of principal payments received on the underlying assets, which in turn may be affected by a variety of economic and other factors. As a result, the yield and return on any asset-backed security is difficult to predict with precision and actual return or yield to maturity may be more or less than the anticipated return or yield to maturity.

Methods of Allocating Cash Flows While some asset-backed securities are issued with only one class of security, many asset-backed securities are issued in more than one class, each with different payment terms. Multiple class asset-backed securities are issued for two main reasons. First, multiple classes may be used as a

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method of providing credit support. This is accomplished typically through creation of one or more classes whose right to payments on the asset-backed security is made subordinate to the right to such payments of the remaining class or classes. Second, multiple classes may permit the issuance of securities with payment terms, interest rates, or other characteristics differing both from those of each other and from those of the underlying assets. Asset-backed securities in which the payment streams on the underlying assets are allocated in a manner different than those described above may be issued in the future. The funds may invest in such asset-backed securities if the investment is otherwise consistent with the fund’s investment objectives, policies, and restrictions.

Types of Credit Support Asset-backed securities are typically backed by a pool of assets representing the obligations of a diversified pool of numerous obligors. To lessen the effect of failures by obligors on the ability of underlying assets to make payments, such securities may contain elements of credit support. Such credit support falls into two classes: liquidity protection and protection against ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that scheduled payments on the underlying pool are made in a timely fashion. Protection against ultimate default ensures ultimate payment of the obligations on at least a portion of the assets in the pool. Such protection may be provided through guarantees, insurance policies, or letters of credit obtained from third parties, “external credit enhancement,” through various means of structuring the transaction, “internal credit enhancement,” or through a combination of such approaches. Examples of asset-backed securities with credit support arising out of the structure of the transaction include:

· Excess Spread Typically, the first layer of protection against losses, equal to the cash flow from the underlying receivables remaining after deducting the sum of the investor coupon, servicing fees, and losses.

· Subordination Interest and principal that would have otherwise been distributed to a subordinate class is used to support the more senior classes. This feature is intended to enhance the likelihood that the holder of the senior class certificate will receive regular payments of interest and principal. Subordinate classes have a greater risk of loss than senior classes.

· Reserve Funds Cash that is deposited and/or captured in a designated account that may be used to cover any shortfalls in principal, interest, or servicing fees.

· Overcollateralization A form of credit enhancement whereby the principal amount of collateral used to secure a given transaction exceeds the principal of the securities issued. Overcollateralization can be created at the time of issuance or may build over time.

· Surety Bonds Typically consist of third-party guarantees to irrevocably and unconditionally make timely payments of interest and ultimate repayment of principal in the event there are insufficient cash flows from the underlying collateral.

The degree of credit support provided on each issue is based generally on historical information respecting the level of credit risk associated with such payments. Depending upon the type of assets securitized, historical information on credit risk and prepayment rates may be limited or even unavailable. Delinquency or loss in excess of that anticipated could adversely affect the return on an investment in an asset-backed security. There is no guarantee that the amount of any type of credit enhancement available will be sufficient to protect against future losses on the underlying collateral.

Some of the specific types of ABS that the funds may invest in include the following:

· Home Equity Loans These ABS typically are backed by pools of mortgage loans made to subprime borrowers or borrowers with blemished credit histories. The underwriting standards for these loans are more flexible than the standards generally used by banks for borrowers with non-blemished credit histories with regard to the borrower’s credit standing and repayment ability. Borrowers who qualify generally have impaired credit histories, which may include a record of major derogatory credit items such as outstanding judgments or prior bankruptcies. In addition, they may not have the documentation required to qualify for a standard mortgage loan.

As a result, the mortgage loans in the mortgage pool are likely to experience rates of delinquency, foreclosure, and bankruptcy that are higher, and that may be substantially higher, than those experienced by mortgage

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loans underwritten in a more traditional manner. Furthermore, changes in the values of the mortgaged properties, as well as changes in interest rates, may have a greater effect on the delinquency, foreclosure, bankruptcy, and loss experience of the mortgage loans in the mortgage pool than on mortgage loans originated in a more traditional manner.

With respect to first lien mortgage loans, the underwriting standards do not prohibit a mortgagor from obtaining, at the time of origination of the originator’s first lien mortgage loan, additional financing which is subordinate to that first lien mortgage loan, which subordinate financing would reduce the equity the mortgagor would otherwise appear to have in the related mortgaged property as indicated in the loan-to-value ratio.

Risk regarding mortgage rates

The pass-through rates on the adjustable-rate certificates may adjust monthly and are generally based on one-month LIBOR. The mortgage rates on the mortgage loans are either fixed or adjusted semiannually based on six-month LIBOR, which is referred to as a mortgage index. Because the mortgage index may respond to various economic and market factors different than those affecting one-month LIBOR, there is not necessarily a correlation in the movement between the interest rates on those mortgage loans and the pass-through rates of the adjustable rate certificates. As a result, the interest payable on the related interest-bearing certificates may be reduced because of the imposition of a pass-through rate cap called the “net rate cap.”

Yield and reinvestment could be adversely affected by unpredictability of prepayments

No one can accurately predict the level of prepayments that an asset-backed mortgage pool may experience. Factors which influence prepayment behavior include general economic conditions, the level of prevailing interest rates, the availability of alternative financing, the applicability of prepayment charges, and homeowner mobility. Reinvestment risk results from a faster or slower rate of principal payments than expected. A rising interest rate environment and the resulting slowing of prepayments could result in greater volatility of these securities. A falling interest rate environment and the resulting increase in prepayments could require reinvestment in lower yielding securities.

Credit Card-Backed Securities These ABS are backed by revolving pools of credit card receivables. Due to the revolving nature of these assets, the credit quality could change over time. Unlike most other asset-backed securities, credit card receivables are unsecured obligations of the cardholder and payments by cardholders are the primary source of payment on these securities. The revolving nature of these card accounts generally provides for monthly payments to the trust. In order to issue securities with longer dated maturities, most Credit Card-Backed Securities are issued with an initial “revolving” period during which collections are reinvested in new receivables. The revolving period may be shortened upon the occurrence of specified events which may signal a potential deterioration in the quality of the assets backing the security.

Automobile Loans These ABS are backed by receivables from motor vehicle installment sales contracts or installment loans secured by motor vehicles. These securities are primarily discrete pools of assets which pay down over the life of the ABS. The securities are not obligations of the seller of the vehicle, or servicer of the loans. The primary source of funds for payments on the securities comes from payment on the underlying trust receivables as well as from credit support.

Inflation-Linked Securities

Inflation-linked securities are income-generating instruments whose interest and principal payments are adjusted for inflation—a sustained increase in prices that erodes the purchasing power of money. TIPS, or Treasury inflation-protected securities, are inflation-linked securities issued by the U.S. government. Inflation-linked bonds are also issued by corporations, U.S. government agencies, states, and foreign countries. The inflation adjustment, which is typically applied monthly to the principal of the bond, follows a designated inflation index, such as the consumer price index (CPI). A fixed coupon rate is applied to the inflation-adjusted principal so that as inflation rises, both the principal value and the interest payments increase. This can provide investors with a hedge against inflation, as it helps preserve the purchasing power of your investment. Because of this inflation-adjustment feature, inflation-protected bonds typically have lower yields

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than conventional fixed-rate bonds. Municipal inflation bonds generally have a fixed principal amount and the inflation component is reflected in the nominal coupon.

Inflation-protected bonds normally will decline in price when real interest rates rise. (A real interest rate is calculated by subtracting the inflation rate from a nominal interest rate. For example, if a 10-year Treasury note is yielding 5% and the rate of inflation is 2%, the real interest rate is 3%.) If inflation is negative, the principal and income of an inflation-protected bond will decline and could result in losses for the fund.

Inflation adjustments or TIPS that exceed deflation adjustments for the year will be distributed by a fund as a short-term capital gain, resulting in ordinary income to shareholders. Net deflation adjustments for a year could result in all or a portion of dividends paid earlier in the year by a fund being treated as a return of capital.

Collateralized Bond or Loan Obligations

Collateralized Bond Obligations (“CBOs”) are bonds collateralized by corporate bonds, mortgages, or asset-backed securities and Collateralized Loan Obligations (“CLOs”) are bonds collateralized by bank loans. CBOs and CLOs are structured into tranches, and payments are allocated such that each tranche has a predictable cash flow stream and average life. CBOs are fairly recent entrants to the fixed-income market. Most CBOs issued to date have been collateralized by high-yield bonds or loans, with heavy credit enhancement.

Loan Participations and Assignments

Loan participations and assignments (collectively, “participations”) will typically be participating interests in loans made by a syndicate of banks, represented by an agent bank which has negotiated and structured the loan, to corporate borrowers to finance internal growth, mergers, acquisitions, stock repurchases, leveraged buyouts, and other corporate activities. Such loans may also have been made to governmental borrowers, especially governments of developing countries which is referred to as Loans to Developing Countries debt (“LDC debt”). LDC debt will involve the risk that the governmental entity responsible for the repayment of the debt may be unable or unwilling to do so when due. The loans underlying such participations may be secured or unsecured, and the funds may invest in loans collateralized by mortgages on real property or which have no collateral. The loan participations themselves may extend for the entire term of the loan or may extend only for short “strips” that correspond to a quarterly or monthly floating-rate interest period on the underlying loan. Thus, a term or revolving credit that extends for several years may be subdivided into shorter periods.

The loan participations in which the funds will invest will also vary in legal structure. Occasionally, lenders assign to another institution both the lender’s rights and obligations under a credit agreement. Since this type of assignment relieves the original lender of its obligations, it is called a novation. More typically, a lender assigns only its right to receive payments of principal and interest under a promissory note, credit agreement, or similar document. A true assignment shifts to the assignee the direct debtor-creditor relationship with the underlying borrower. Alternatively, a lender may assign only part of its rights to receive payments pursuant to the underlying instrument or loan agreement. Such partial assignments, which are more accurately characterized as “participating interests,” do not shift the debtor-creditor relationship to the assignee, who must rely on the original lending institution to collect sums due and to otherwise enforce its rights against the agent bank which administers the loan or against the underlying borrower.

The determination of whether particular loan participations are liquid is made on a case by case basis under guidelines and standards established by the funds’ Boards. The funds’ Boards have delegated to T. Rowe Price the authority to determine the liquidity of these investments based on a number of factors. These factors may include: the frequency of trades and quotes for the loan; number of dealers willing to purchase or sell and number of other potential purchasers; nature of the trading market, such as the time needed to dispose of the security, the method of soliciting offers and mechanics of the transfer; spreads between the bid and ask prices; and other factors relevant to loan participations taking into consideration their unique and longer settlement requirements.

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If the funds purchase a participation interest in another lender’s loan, as opposed to acquiring a loan directly from a lender or through an agent or as an assignment from another lender, the funds will treat both the corporate borrower and the bank selling the participation interest as an issuer for purposes of its fundamental investment restriction on diversification.

Various service fees received by the funds from loan participations may be treated as non-interest income depending on the nature of the fee (commitment, takedown, commission, service, or loan origination). To the extent the service fees are not interest income, they will not qualify as income under Section 851(b) of the Code. Thus the sum of such fees plus any other nonqualifying income earned by the funds cannot exceed 10% of total income.

Zero-Coupon and Pay-in-Kind Bonds

A zero-coupon security has no cash coupon payments. Instead, the issuer sells the security at a substantial discount from its maturity value. The interest received by the investor from holding this security to maturity is the difference between the maturity value and the purchase price. The advantage to the investor is that reinvestment risk of the income received during the life of the bond is eliminated. However, zero-coupon bonds, like other bonds, retain interest rate and credit risk and usually display more price volatility than those securities that pay a cash coupon.

Pay-in-Kind (“PIK”) Instruments are securities that pay interest in either cash or additional securities, at the issuer’s option, for a specified period. PIKs, like zero-coupon bonds, are designed to give an issuer flexibility in managing cash flow. PIK bonds can be either senior or subordinated debt and trade flat (i.e., without accrued interest). The price of PIK bonds is expected to reflect the market value of the underlying debt plus an amount representing accrued interest since the last payment. PIKs are usually less volatile than zero-coupon bonds, but more volatile than cash pay securities.

For federal income tax purposes, these types of bonds will require the recognition of gross income each year even though no cash may be paid to the funds until the maturity or call date of the bond. The funds will nonetheless be required to distribute substantially all of this gross income each year to comply with the Code, and such distributions could reduce the amount of cash available for investment by the funds.

Trade Claims

Trade claims are non-securitized rights of payment arising from obligations other than borrowed funds. Trade claims typically arise when, in the ordinary course of business, vendors and suppliers extend credit to a company by offering payment terms. Generally, when a company files for bankruptcy protection, payments on these trade claims cease and the claims are subject to compromise along with the other debts of the company. Trade claims typically are bought and sold at a discount reflecting the degree of uncertainty with respect to the timing and extent of recovery. In addition to the risks otherwise associated with low-quality obligations, trade claims have other risks, including the possibility that the amount of the claim may be disputed by the obligor.

Many vendors are either unwilling or lack the resources to hold their claim through the extended bankruptcy process with an uncertain outcome and timing. Some vendors are also aggressive in establishing reserves against these receivables, so that the sale of the claim at a discount may not result in the recognition of a loss.

Trade claims can represent an attractive investment opportunity because these claims typically are priced at a discount to comparable public securities. This discount is a reflection of a less liquid market, a smaller universe of potential buyers, and the risks peculiar to trade claim investing. It is not unusual for trade claims to be priced at a discount to public securities that have an equal or lower priority claim.

As noted above, investing in trade claims does carry some unique risks which include:

· Establishing the Amount of the Claim Frequently, the supplier’s estimate of its receivable will differ from the customer’s estimate of its payable. Resolution of these differences can result in a reduction in the amount of the claim. This risk can be reduced by only purchasing scheduled claims (claims already listed as liabilities by the debtor) and seeking representations from the seller.

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· Defenses to Claims The debtor has a variety of defenses that can be asserted under the bankruptcy code against any claim. Trade claims are subject to these defenses, the most common of which for trade claims relates to preference payments. (Preference payments are all payments made by the debtor during the 90 days prior to the filing. These payments are presumed to have benefited the receiving creditor at the expense of the other creditors. The receiving creditor may be required to return the payment unless it can show the payments were received in the ordinary course of business.) While none of these defenses can result in any additional liability of the purchaser of the trade claim, they can reduce or wipe out the entire purchased claim. This risk can be reduced by seeking representations and indemnification from the seller.

· Documentation/Indemnification Each trade claim purchased requires documentation that must be negotiated between the buyer and seller. This documentation is extremely important since it can protect the purchaser from losses such as those described above. Legal expenses in negotiating a purchase agreement can be fairly high. Additionally, it is important to note that the value of an indemnification depends on the seller’s credit.

· Volatile Pricing Due to Illiquid Market There are only a handful of brokers for trade claims and the quoted price of these claims can be volatile. Generally, it is expected that trade claims would be considered illiquid investments.

· No Current Yield/Ultimate Recovery Trade claims are almost never entitled to earn interest. As a result, the return on such an investment is very sensitive to the length of the bankruptcy, which is uncertain. Although not unique to trade claims, it is worth noting that the ultimate recovery on the claim is uncertain and there is no way to calculate a conventional yield to maturity on this investment. Additionally, the exit for this investment is a plan of reorganization which may include the distribution of new securities. These securities may be as illiquid as the original trade claim investment.

· Tax Issue Although the issue is not free from doubt, it is likely that trade claims would be treated as non-securities investments. As a result, any gains would be considered “nonqualifying” under the Code. The funds may have up to 10% of their gross income (including capital gains) derived from nonqualifying sources.

Municipal Securities

Subject to the investment objectives and programs described in the prospectus and the additional investment restrictions described in this SAI, the funds’ portfolios may consist of any combination of the various types of municipal securities described below or other types of municipal securities that may be developed. The amount of the funds’ assets invested in any particular type of municipal security can be expected to vary.

The term “municipal securities” means obligations issued by or on behalf of states, territories, and possessions of the United States and the District of Columbia and their political subdivisions, agencies, and instrumentalities, as well as certain other persons and entities, the interest from which is generally exempt from federal income tax. In determining the tax-exempt status of a municipal security, the funds rely on the opinion of the issuer’s bond counsel at the time of the issuance of the security. However, it is possible this opinion could be overturned, and, as a result, the interest received by the funds from a municipal security assumed to be tax-exempt might not be exempt from federal income tax.

Municipal securities are normally classified by maturity as notes, bonds, or adjustable rate securities. Municipal securities include the following:

Municipal notes generally are used to provide short-term operating or capital needs and generally have maturities of one year or less.

· Tax Anticipation Notes Tax anticipation notes are issued to finance working capital needs of municipalities. Generally, they are issued in anticipation of various seasonal tax revenue, such as income, property, use, and business taxes, and are payable from these specific future taxes.

· Revenue Anticipation Notes Revenue anticipation notes are issued in expectation of receipt of revenues, such as sales taxes, toll revenues, or water and sewer charges, that are used to pay off the notes.

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· Bond Anticipation Notes Bond anticipation notes are issued to provide interim financing until long-term financing can be arranged. In most cases, the long-term bonds then provide the money for the repayment of the notes.

· Tax-Exempt Commercial Paper Tax-exempt commercial paper is a short-term obligation with a stated maturity of 270 days or less. It is issued by state and local governments or their agencies to finance seasonal working capital needs or as short-term financing in anticipation of longer-term financing.

Municipal bonds, which meet longer-term capital needs and generally have maturities of more than one year when issued, have two principal classifications: general obligation bonds and revenue bonds. Additional categories of potential purchases include municipal lease obligations, prerefunded/escrowed to maturity bonds, private activity bonds, industrial development bonds, and participation interests.

· General Obligation Bonds Issuers of general obligation bonds include states, counties, cities, towns, and special districts. The proceeds of these obligations are used to fund a wide range of public projects, including construction or improvement of schools, public buildings, highways and roads, and general projects not supported by user fees or specifically identified revenues. The basic security behind general obligation bonds is the issuer’s pledge of its full faith and credit and taxing power for the payment of principal and interest. The taxes that can be levied for the payment of debt service may be limited or unlimited as to the rate or amount of special assessments. In many cases voter approval is required before an issuer may sell this type of bond.

· Revenue Bonds The principal security for a revenue bond is generally the net revenues derived from a particular facility or enterprise or, in some cases, the proceeds of a special charge or other pledged revenue source. Revenue bonds are issued to finance a wide variety of capital projects including: electric, gas, water, and sewer systems; highways, bridges, and tunnels; port and airport facilities; colleges and universities; and hospitals. Revenue bonds are sometimes used to finance various privately operated facilities provided they meet certain tests established for tax-exempt status.

Although the principal security behind these bonds may vary, many provide additional security in the form of a mortgage or debt service reserve fund. Some authorities provide further security in the form of the state’s ability (without obligation) to make up deficiencies in the debt service reserve fund. Revenue bonds usually do not require prior voter approval before they may be issued.

· Municipal Lease Obligations Municipal borrowers may also finance capital improvements or purchases with tax-exempt leases. The security for a lease is generally the borrower’s pledge to make annual appropriations for lease payments. The lease payment is treated as an operating expense subject to appropriation risk and not a full faith and credit obligation of the issuer. Lease revenue bonds and other municipal lease obligations are generally considered less secure than a general obligation or revenue bond and often do not include a debt service reserve fund. To the extent the funds’ Boards determine such securities are illiquid, they will be subject to the funds’ limit on illiquid securities. There have also been certain legal challenges to the use of lease revenue bonds in various states.

The liquidity of such securities will be determined based on a variety of factors which may include, among others: (1) the frequency of trades and quotes for the obligation; (2) the number of dealers willing to purchase or sell the security and the number of other potential buyers; (3) the willingness of dealers to undertake to make a market in the security; (4) the nature of the marketplace trades, including the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer; and (5) the rating assigned to the obligation by an established rating agency or T. Rowe Price.

· Prerefunded/Escrowed to Maturity Bonds Certain municipal bonds have been refunded with a later bond issue from the same issuer. The proceeds from the later issue are used to defease the original issue. In many cases the original issue cannot be redeemed or repaid until the first call date or original maturity date. In these cases, the refunding bond proceeds typically are used to buy U.S. Treasury securities that are held in an escrow account until the original call date or maturity date. The original bonds then become “prerefunded” or “escrowed to maturity” and are considered high-quality investments. While still tax-exempt, the security is the proceeds of the escrow account. To the extent permitted by the SEC and the Internal Revenue Service, a fund’s investment in such securities refunded with U.S. Treasury securities will, for purposes of diversification rules applicable to the funds, be considered an investment in U.S. Treasury securities.

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· Private Activity Bonds Under current tax law, all municipal debt is divided broadly into two groups: governmental purpose bonds and private activity bonds. Governmental purpose bonds are issued to finance traditional public purpose projects such as public buildings and roads. Private activity bonds may be issued by a state or local government or public authority but principally benefit private users and are considered taxable unless a specific exemption is provided.

The tax code currently provides exemptions for certain private activity bonds such as not-for-profit hospital bonds, small-issue industrial development revenue bonds, and mortgage subsidy bonds, which may still be issued as tax-exempt bonds. Interest on tax exempt private activity bonds has generally been subject to alternative minimum tax (AMT). However, interest on all private activity bonds issued in 2009 or 2010 will be exempt from AMT. In addition, interest on private activity bonds that were issued after 2003, and refunded during 2009 or 2010, will be exempt from AMT.

· Industrial Development Bonds Industrial development bonds are considered municipal bonds if the interest paid is exempt from federal income tax. They are issued by or on behalf of public authorities to raise money to finance various privately operated facilities for business and manufacturing, housing, sports, and pollution control. These bonds are also used to finance public facilities such as airports, mass transit systems, ports, and parking. The payment of the principal and interest on such bonds is dependent solely on the ability of the facility’s user to meet its financial obligations and the pledge, if any, of real and personal property so financed as security for such payment.

· Build America Bonds The American Recovery and Reinvestment Act of 2009 created Build America Bonds, which allowed state and local governments to issue taxable bonds to finance any capital expenditures for which they otherwise could issue tax-exempt governmental bonds. State and local governments received a federal subsidy payment for a portion of their borrowing costs on these bonds equal to 35% of the total coupon interest paid to investors. The municipality could elect to either take the federal subsidy or it can pass a 35% tax credit along to bondholders. Investments in these bonds will result in taxable interest income and the funds may elect to pass through to shareholders any corresponding tax credits. The tax credits can generally be used to offset federal income taxes and the alternative minimum tax, but those tax credits are generally not refundable.

· Participation Interests The funds may purchase from third parties participation interests in all or part of specific holdings of municipal securities. The purchase may take different forms: in the case of short-term securities, the participation may be backed by a liquidity facility that allows the interest to be sold back to the third party (such as a trust, broker, or bank) for a predetermined price of par at stated intervals. The seller may receive a fee from the funds in connection with the arrangement.

In the case of longer-term bonds, the funds may purchase interests in a pool of municipal bonds or a single municipal bond or lease without the right to sell the interest back to the third party.

The funds will not purchase participation interests unless a satisfactory opinion of counsel or ruling of the Internal Revenue Service has been issued that the interest earned from the municipal securities on which the funds hold participation interests is exempt from federal income tax to the funds. However, there is no guarantee the IRS would treat such interest income as tax-exempt.

When-Issued Securities

New issues of municipal securities are often offered on a when-issued basis; that is, delivery and payment for the securities normally takes place 15 to 45 days or more after the date of the commitment to purchase. The payment obligation and the interest rate that will be received on the securities are each fixed at the time the buyer enters into the commitment. The funds will only make a commitment to purchase such securities with the intention of actually acquiring the securities. However, the funds may sell these securities before the settlement date if it is deemed advisable as a matter of investment strategy. The funds will maintain cash, high-grade marketable debt securities, or other suitable cover with its custodian bank equal in value to commitments for when-issued securities. Such securities either will mature or, if necessary, be sold on or before the settlement date. Securities purchased on a when-issued basis and the securities held in the funds’ portfolios are subject to changes in market value based upon the public perception of the creditworthiness of

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the issuer and changes in the level of interest rates (which will generally result in similar changes in value, i.e., both experiencing appreciation when interest rates decline and depreciation when interest rates rise). Therefore, to the extent the funds remain fully invested or almost fully invested at the same time that they have purchased securities on a when-issued basis, there will be greater fluctuations in their net asset value than if they solely set aside cash to pay for when-issued securities. In the case of the money funds, this could increase the possibility that the market value of the funds’ assets could vary from $1.00 per share. In addition, there will be a greater potential for the realization of capital gains, which are not exempt from federal income tax. When the time comes to pay for when-issued securities, the funds will meet their obligations from then-available cash flow, sale of securities, or, although it would not normally expect to do so, from sale of the when-issued securities themselves (which may have a value greater or less than the payment obligation). The policies described in this paragraph are not fundamental and may be changed by the funds upon notice to shareholders.

Forwards

In some cases, the funds may purchase bonds on a when-issued basis with longer-than-standard settlement dates, in some cases exceeding one to two years. In such cases, the funds must execute a receipt evidencing the obligation to purchase the bond on the specified issue date, and must segregate cash internally to meet that forward commitment. Municipal “forwards” typically carry a substantial yield premium to compensate the buyer for the risks associated with a long when-issued period, including: shifts in market interest rates that could materially impact the principal value of the bond, deterioration in the credit quality of the issuer, loss of alternative investment options during the when-issued period, changes in tax law or issuer actions that would affect the exempt interest status of the bonds and prevent delivery, failure of the issuer to complete various steps required to issue the bonds, and limited liquidity for the buyer to sell the escrow receipts during the when-issued period.

Residual Interest Bonds

Residual interest bonds are a type of high-risk derivative. The funds may purchase municipal bond issues that are structured as two-part, residual interest bond and variable rate security offerings. The issuer is obligated only to pay a fixed amount of tax-free income that is to be divided among the holders of the two securities. The interest rate for the holders of the short-term, variable rate securities will typically be determined by an index or auction process held approximately every seven to 35 days while the long-term bondholders will receive all interest paid by the issuer minus the amount given to the variable rate security holders and a nominal auction fee. Therefore, the coupon of the residual interest bonds, and thus the income received, will move inversely with respect to short-term, 7- to 35-day tax-exempt interest rates. There is no assurance that the auction will be successful and that the variable rate security will provide short-term liquidity. The issuer is not obligated to provide such liquidity. In general, these securities offer a significant yield advantage over standard municipal securities, due to the uncertainty of the shape of the yield curve (i.e., short-term versus long-term rates) and consequent income flows, but tend to be more volatile than other municipal securities of similar maturity and credit quality.

Unlike many adjustable rate securities, residual interest bonds are not necessarily expected to trade at par and in fact present significant market risks. In certain market environments, residual interest bonds may carry substantial premiums, trade at deep discounts, or have limited liquidity. Residual interest bonds entail varying degrees of leverage, which could result in greater volatility and losses greater than investing directly in the underlying municipal bond.

The funds may invest in other types of derivative instruments as they become available.

For the purpose of the funds’ investment restrictions, the identification of the “issuer” of municipal securities which are not general obligation bonds is made by T. Rowe Price, on the basis of the characteristics of the obligation as described above, the most significant of which is the source of funds for the payment of principal and interest on such securities.

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There are, of course, other types of securities that are or may become available that are similar to the foregoing, and the funds may invest in these securities.

Adjustable Rate Securities

Generally, the maturity of a security is deemed to be the period remaining until the date (noted on the face of the instrument) on which the principal amount must be paid or, in the case of an instrument called for redemption, the date on which the redemption payment must be made. However, certain securities may be issued with demand features or adjustable interest rates that are reset periodically by predetermined formulas or indexes in order to minimize movements in the principal value of the investment in accordance with Rule 2a-7 under the 1940 Act. Such securities may have long-term maturities, but may be treated as a short-term investment under certain conditions. Generally, as interest rates decrease or increase, the potential for capital appreciation or depreciation on these securities is less than for fixed rate obligations. These securities may take a variety of forms, including variable rate, floating rate, and put option securities.

Variable Rate Securities Variable rate instruments are those whose terms provide for the adjustment of their interest rates on set dates and which, upon such adjustment, can reasonably be expected to have a market value that approximates its par value. A variable rate instrument, the principal amount of which is scheduled to be paid in 397 days or less, is deemed to have a maturity equal to the period remaining until the next readjustment of the interest rate. A variable rate instrument which is subject to a demand feature entitles the purchaser to receive the principal amount of the underlying security or securities, either (i) upon notice of no more than 30 days or (ii) at specified intervals not exceeding 397 days and upon no more than 30 days’ notice, is deemed to have a maturity equal to the longer of the period remaining until the next readjustment of the interest rate or the period remaining until the principal amount can be recovered through demand.

Forward Commitment Contracts

The price of such securities, which may be expressed in yield terms, is fixed at the time the commitment to purchase is made, but delivery and payment take place at a later date. Normally, the settlement date occurs within 90 days of the purchase for when-issueds, but may be substantially longer for forwards. During the period between purchase and settlement, no payment is made by the funds to the issuer and no interest accrues to the funds. The purchase of these securities will result in a loss if their values decline prior to the settlement date. This could occur, for example, if interest rates increase prior to settlement. The longer the period between purchase and settlement, the greater the risks. At the time the funds make the commitment to purchase these securities, it will record the transaction and reflect the value of the security in determining its net asset value. The funds will cover these securities by maintaining cash, liquid, high-grade debt securities, or other suitable cover as permitted by the SEC with its custodian bank equal in value to its commitments for the securities during the time between the purchase and the settlement. Therefore, the longer this period, the longer the period during which alternative investment options are not available to the funds (to the extent of the securities used for cover). Such securities either will mature or, if necessary, be sold on or before the settlement date.

To the extent the funds remain fully or almost fully invested (in securities with a remaining maturity of more than one year) at the same time they purchase these securities, there will be greater fluctuations in the funds’ net asset value than if the funds did not purchase them.

Real Estate Investment Trusts (“REITs”)

Investments in REITs may experience many of the same risks involved with investing in real estate directly. These risks include: declines in real estate values, risks related to local or general economic conditions, particularly lack of demand, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, heavy cash flow dependency, possible lack of availability of mortgage funds, obsolescence, losses due to natural disasters, condemnation of properties, regulatory limitations on rents and fluctuations in rental income, variations in market rental rates, and possible environmental liabilities. REITs may own real estate properties (“Equity REITs”) and be subject to these risks directly, or may make or purchase mortgages (“Mortgage REITs”) and be subject to these risks indirectly

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through underlying construction, development, and long-term mortgage loans that may default or have payment problems.

Equity REITs can be affected by rising interest rates that may cause investors to demand a high annual yield from future distributions which, in turn, could decrease the market prices for the REITs. In addition, rising interest rates also increase the costs of obtaining financing for real estate projects. Since many real estate projects are dependent upon receiving financing, this could cause the value of the Equity REITs in which the funds invest to decline.

Mortgage REITs may hold mortgages that the mortgagors elect to prepay during periods of declining interest rates, which may diminish the yield on such REITs. In addition, borrowers may not be able to repay mortgages when due, which could have a negative effect on the funds.

Some REITs have relatively small market capitalizations which could increase their volatility. REITs tend to be dependent upon specialized management skills and have limited diversification so they are subject to risks inherent in operating and financing a limited number of properties. In addition, when the funds invest in REITs, a shareholder will bear his proportionate share of fund expenses and indirectly bear similar expenses of the REITs. REITs depend generally on their ability to generate cash flow to make distributions to shareholders. Certain REITS may be able to pay up to 90% of their dividends in the form of stock instead of cash. Even if a fund receives all or part of a REIT distribution in stock, the fund will still be deemed to have received 100% of the distribution in cash and the entire distribution will be part of the fund’s taxable income. In addition, both Equity and Mortgage REITs are subject to the risks of failing to qualify for tax-free status of income under the Code or failing to maintain their exemptions from the 1940 Act.

Illiquid or Restricted Securities

Some fund holdings may be considered illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold in the ordinary course of business at approximately the price at which the fund values them. The determination of whether a holding is considered liquid or illiquid involves a variety of factors. Certain restricted securities may be sold only in privately negotiated transactions or in a public offering with respect to which a registration statement is in effect under the 1933 Act. Where registration is required, the fund may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the time of the decision to sell and the time the fund may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the fund might obtain a less favorable price than that which prevailed when it decided to sell. Restricted securities will be priced at fair value as determined in accordance with procedures prescribed by the funds’ Boards. If, through the appreciation of illiquid securities or the depreciation of liquid securities, the funds should be in a position where more than the allowable amount of its net assets is invested in illiquid assets, including restricted securities, the funds will take appropriate steps to protect liquidity.

Notwithstanding the above, the funds may purchase securities which, while privately placed, are eligible for purchase and sale under Rule 144A under the 1933 Act. This rule permits certain qualified institutional buyers, such as the funds, to trade in privately placed securities even though such securities are not registered under the 1933 Act. The liquidity of these securities is monitored based on a variety of factors.

All Funds (other than the Money Funds)

Investments in Other Investment Companies

Unaffiliated Investment Companies The funds may invest in other investment companies that are not sponsored by T. Rowe Price, which include open-end funds, closed-end funds, exchange-traded funds (“ETFs”), unit investment trusts, and other investment companies that have elected to be treated as business development companies under the 1940 Act.

The funds may purchase shares of another investment company to temporarily gain exposure to a portion of the market while awaiting purchase of securities or as an efficient means of gaining exposure to a particular asset class. The funds might also purchase shares of another investment company to gain exposure to the

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securities in the investment company’s portfolio at times when the fund may not be able to buy those securities directly. Any investment in another investment company would be consistent with a fund’s objective and investment program.

Investing in another investment company involves risks similar to those of investing directly in the investment company’s portfolio securities, including the risk that the values of the portfolio securities may fluctuate due to changes in the financial condition of the securities’ issuers and other market factors. An investment company may not achieve its investment objective or execute its investment strategy effectively, which may adversely affect the fund’s performance. In addition, because closed-end funds trade on a stock exchange or in the OTC market and ETFs trade on a securities exchange, their shares may trade at a substantial premium or discount to the actual net asset value of its portfolio securities and their potential lack of liquidity could result in greater volatility.

If a fund invests in a non-T. Rowe Price investment company, the fund must pay its proportionate share of that investment company’s fees and expenses, which are in addition to the management fee and other operational expenses incurred by the fund. The expenses associated with certain investment companies, such as business development companies, may be significant. The fund could also incur a sales charge or redemption fee in connection with purchasing or redeeming an investment company security.

A Price Fund’s investments in non-T. Rowe Price registered investment companies are subject to the limits that apply to such investments under the 1940 Act unless the fund invests in reliance on exemptive relief which permits it to exceed the 1940 Act limits. The 1940 Act generally provides that a fund may invest up to 10% of its total assets in securities of other investment companies. In addition, a fund may not own more than 3% of the total outstanding voting stock of any investment company and not more than 5% of the fund’s total assets may be in invested in a particular investment company.

Affiliated Investment Companies The funds may also invest in certain other T. Rowe Price mutual funds as a means of gaining efficient and cost-effective exposure to specific asset classes, provided the investment is consistent with an investing fund’s investment program and policies. Such an investment could allow the fund to obtain the benefits of a more diversified portfolio than might otherwise be available through direct investments in the asset class, and will subject the fund to the risks associated with the particular asset class. Examples of asset classes in which other T. Rowe Price mutual funds invest include high yield bonds, floating rate loans, international bonds, emerging market bonds, and emerging market stocks. To ensure that the fund does not incur duplicate management fees as a result of its investment in another T. Rowe Price fund, the management fee paid by the fund will be reduced in an amount sufficient to offset the fees paid by the underlying fund related to the investment.

Hedge Funds Investments in unregistered hedge funds may be used to gain exposure to certain asset classes. Hedge funds are not subject to the same regulatory requirements as mutual funds and other registered investment companies and an investing fund may not be able to rely on the protections under the 1940 Act that are available to investors in registered investment companies.

There are often advance notice requirements and withdrawal windows which limit investors’ ability to readily redeem shares of a hedge fund. If a hedge fund were to engage in activity deemed inappropriate by a fund or pursue a different strategy than the fund was led to believe, the fund may not be able to withdraw its investment in a hedge fund promptly after a decision has been made to do so, causing the fund to incur a significant loss and adversely affect its total return.

Hedge funds are not required to provide periodic pricing or valuation information to investors, and often engage in leveraging, short-selling, commodities investing and other speculative investment practices that are not fully disclosed and may increase the risk of investment loss. Their underlying holdings and investment strategies are not as transparent to investors or typically as diversified as those of traditional mutual funds, therefore an investing fund is unable to look through to the hedge fund’s underlying investments in determining compliance with its own investment restrictions. As a result, a fund relies primarily on the limited pricing and valuation information provided by the hedge fund managers in order to value its hedge fund investments. The funds attempt, to the extent they are able to do so, to review the valuation methodology utilized by a hedge fund to gauge whether its principles of fair value are consistent with those used by the

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funds for valuing their own investments. A fund will seek as much information as possible from the hedge fund in order to value its investment and determine the fair value of its interest in the hedge fund based on all relevant circumstances, which may include the most recent value reported by the hedge fund, as well as any other relevant information available at the time the fund values its assets.

For the various reasons cited above, investments in a hedge fund are considered illiquid by an investing fund. Valuations of illiquid securities involve various judgments and consideration of factors that may be subjective, and there is a risk that inaccurate valuations of hedge fund positions could adversely affect the stated value of the fund. Fund investors should be aware that situations involving uncertainties as to the valuation of portfolio positions could have an adverse effect on the fund’s net assets, which, in turn, would affect amounts paid on redemptions of fund shares if the judgments made regarding appropriate valuations should be proven incorrect. If the net asset value of a fund is not accurate, purchasing or redeeming shareholders may pay or receive too little or too much for their shares and the interests of remaining shareholders may become overvalued or diluted.

Money Funds

Determination of Maturity of Money Market Securities

The funds may only purchase securities which at the time of investment have remaining maturities of 397 calendar days or less, or adjustable rate government securities that may have maturities longer than 397 days but have interest rate resets within 397 days. The other funds may also purchase money market securities. In determining the maturity of money market securities, funds will follow the provisions of Rule 2a-7 under the 1940 Act.

First Tier Money Market Securities Defined

At least 97% of the funds’ total assets will be maintained in first tier money market securities. First tier money market securities are those which are described as First Tier Securities under Rule 2a-7 of the 1940 Act. These include any security with a remaining maturity of 397 days or less, and adjustable rate government securities with longer maturities but interest rate resets within 397 days, that are rated (or that has been issued by an issuer that is rated with respect to a class of short-term debt obligations, or any security within that class that is comparable in priority and security with the security) by any two nationally recognized statistical rating organizations (or if only one NRSRO has issued a rating, that NRSRO) in the highest rating category for short-term debt obligations (within which there may be sub-categories). First Tier Securities also include unrated securities comparable in quality to rated securities, as determined by T. Rowe Price pursuant to written guidelines established in accordance with Rule 2a-7 under the 1940 Act under the supervision of the funds’ Boards.

DERIVATIVES

The funds may use derivatives whose characteristics are consistent with the funds’ investment program.

A derivative is a financial instrument that has a value based on – or “derived from” – the value of other assets, reference rates, or indexes. Derivatives generally take the form of contracts under which the parties agree to payments between them based upon the performance of a wide variety of underlying references, such as stocks, bonds, commodities, interest rates, currency exchange rates, and various domestic and foreign indexes. The main types of derivatives are futures, options, forward contracts, swaps, and hybrid instruments.

Like most other fund investments, derivatives are subject to the risk that the market value of the underlying asset will change in a way detrimental to the funds’ interest. However, the risks associated with the use of derivatives are different from, and potentially much greater than, the risks associated with investing directly in the instruments on which the derivatives are based. Because some derivatives involve leverage, returns can be magnified, either positively or negatively, and adverse changes in the value or level of the underlying asset,

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reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself.

Some derivatives are traded on exchanges, while other derivatives are privately negotiated and entered into in the OTC market. Exchange-traded derivatives are traded via specialized derivatives exchanges or other securities exchanges. The exchange acts as an intermediary to the transactions and the terms for each type of contract are generally standardized. OTC derivatives are traded between two parties directly without going through a regulated exchange. The terms of the contract are subject to negotiation by the parties to the contract.

OTC derivatives are subject to counterparty risk, whereas the exposure to default for exchange-traded derivatives is assumed by the exchange’s clearinghouse. Counterparty risk is the risk that a party to an OTC derivatives contract may fail to perform on its obligations. A loss may be sustained as a result of the insolvency or bankruptcy of the counterparty, or the failure of the counterparty to make required payments or comply with the terms of the contract. In the event of insolvency of the counterparty, the funds may be unable to liquidate a derivatives position. Because the purchase and sale of an OTC derivative does not have the guarantee of a central clearing organization, the creditworthiness of the counterparty is an additional risk factor that the funds need to consider and monitor.

Futures Contracts

Futures contracts are a type of potentially high-risk derivative.

Transactions in Futures

The funds may enter into futures contracts including stock index, interest rate, and currency futures (“futures” or “futures contracts”).

Interest rate or currency futures contracts may be used as a hedge against changes in prevailing levels of interest rates or currency exchange rates in order to establish more definitely the effective return on securities or currencies held or intended to be acquired by the funds. Interest rate or currency futures can be sold as an offset against the effect of expected increases in interest rates or currency exchange rates and purchased as an offset against the effect of expected declines in interest rates or currency exchange rates.

Futures can also be used as an efficient means of regulating the funds’ exposure to the market.

Index Funds may only enter into futures contracts that are appropriate for their investment programs to provide an efficient means of maintaining liquidity while being invested in the market, to facilitate trading, or to reduce transaction costs. Otherwise, the nature of such futures and the regulatory limitations and risks to which they are subject are the same as those described below.

Stock index futures contracts may be used to provide a hedge for a portion of the funds’ portfolios, as a cash management tool, or as an efficient way to implement either an increase or decrease in portfolio market exposure in response to changing market conditions. The funds may purchase or sell futures contracts with respect to any stock index. Nevertheless, to hedge the funds’ portfolios successfully, the funds must sell futures contracts with respect to indices or subindices whose movements will have a significant correlation with movements in the prices of the funds’ portfolio securities.

The funds will enter into futures contracts that are traded on national (or foreign) futures exchanges and are standardized as to maturity date and underlying financial instrument. A public market exists in futures contracts covering various taxable fixed-income securities as well as municipal bonds. Futures exchanges and trading in the United States are regulated under the Commodity Exchange Act by the Commodity Futures Trading Commission (“CFTC”). Although techniques other than the sale and purchase of futures contracts could be used for the above-referenced purposes, futures contracts offer an effective and relatively low cost means of implementing the funds’ objectives in these areas.

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Limitations on Futures

If the funds purchase or sell futures contracts or related options which do not qualify as bona fide hedging under applicable CFTC rules, the aggregate initial margin deposits and premium required to establish those positions cannot exceed 5% of the liquidation value of the funds after taking into account unrealized profits and unrealized losses on any such contracts they have entered into, provided, however, that in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in calculating the 5% limitation. For purposes of this policy, options on futures contracts and foreign currency options traded on a commodities exchange will be considered “related options.” This policy may be modified by the Boards without a shareholder vote and does not limit the percentage of the funds’ assets at risk to 5%.

In instances involving the purchase of futures contracts or the writing of call or put options thereon by the funds, an amount of cash, liquid assets, or other suitable cover as permitted by the SEC, equal to the market value of the futures contracts and options thereon (less any related margin deposits), will be identified by the funds to cover the position, or alternative cover (such as owning an offsetting position) will be employed. Assets used as cover or held in an identified account cannot be sold while the position in the corresponding option or future is open, unless they are replaced with similar assets. As a result, the commitment of a large portion of the funds’ assets to cover or identified accounts could impede portfolio management or the funds’ ability to meet redemption requests or other current obligations.

If the CFTC or other regulatory authorities adopt different (including less stringent) or additional restrictions, the funds would comply with such new restrictions.

For funds that utilize commodity interests, a notice has been filed on behalf of the funds with the National Futures Association claiming an exclusion from the definition of the term commodity pool operator (“CPO”) under the Commodity Exchange Act, as amended, pursuant to CFTC Rule 4.5. Accordingly, the Price Funds’ investment manager has not been subject to registration or regulation as a CPO.

However, the CFTC has adopted recent amendments to its rules that would limit the ability of a mutual fund to use commodities, futures, swaps and certain other derivatives if its investment adviser does not register with the CFTC as a CPO with respect to the fund. It is expected that all of the Price Funds will normally execute their investment programs within the limits and exemptions prescribed by the CFTC’s rules. As a result, T. Rowe Price does not intend to register with the CFTC as a CPO on behalf of any of the Price Funds. In the event one of the Price Funds engages in transactions that necessitate future registration with the CFTC, T. Rowe Price will register as a CPO and comply with applicable regulations with respect to that fund. Compliance with these additional regulatory requirements could increase the fund’s expenses.

Trading in Futures Contracts

A futures contract provides for the future sale by one party and purchase by another party of a specified amount of a specific financial instrument (e.g., units of a stock index) for a specified price, date, time, and place designated at the time the contract is made. Brokerage fees are incurred when a futures contract is bought or sold and margin deposits must be maintained. Entering into a contract to buy is commonly referred to as buying or purchasing a contract or holding a long position. Entering into a contract to sell is commonly referred to as selling a contract or holding a short position.

Unlike when the funds purchase or sell a security, no price would be paid or received by the funds upon the purchase or sale of a futures contract. Upon entering into a futures contract, and to maintain the funds’ open positions in futures contracts, the funds would be required to deposit in a segregated account with the clearing broker for the futures contract an amount of cash or liquid assets known as “initial margin.” The margin required for a particular futures contract is set by the exchange on which the contract is traded and may be significantly modified from time to time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margins that may range upward from less than 5% of the value of the contract being traded.

Financial futures are valued daily at closing settlement prices. If the price of an open futures contract changes (by increase in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy margin requirements, the clearing

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broker will require a payment by the funds (“variation margin”) to restore the margin account to the amount of the initial margin.

Subsequent payments (“mark-to-market payments”) to and from the futures clearing broker are made on a daily basis as the price of the underlying assets fluctuates, making the long and short positions in the futures contract more or less valuable. If the value of the open futures position increases in the case of a sale or decreases in the case of a purchase, the funds will pay the amount of the daily change in value to the clearing broker. However, if the value of the open futures position decreases in the case of a sale or increases in the case of a purchase, the clearing broker will pay the amount of the daily change in value to the funds.

Although certain futures contracts, by their terms, require actual future delivery of and payment for the underlying instruments, in practice, most futures contracts are usually closed out before the delivery date. Closing out an open futures contract purchase or sale is effected by entering into an offsetting futures contract sale or purchase, respectively, for the same aggregate amount of the identical securities and the same delivery date. If the offsetting purchase price is less than the original sale price, the funds realize a gain; if it is more, the funds realize a loss. Conversely, if the offsetting sale price is more than the original purchase price, the funds realize a gain; if it is less, the funds realize a loss. The transaction costs must also be included in these calculations. There can be no assurance, however, that the funds will be able to enter into an offsetting transaction with respect to a particular futures contract at a particular time. If the funds are not able to enter into an offsetting transaction, the funds will continue to be required to maintain the margin deposits on the futures contract.

As an example of an offsetting transaction in which the underlying instrument is not delivered, the contractual obligations arising from the sale of one contract of September Treasury bills on an exchange may be fulfilled at any time before delivery of the contract is required (i.e., on a specified date in September, the “delivery month”) by the purchase of one contract of September Treasury bills on the same exchange. In such instance, the difference between the price at which the futures contract was sold and the price paid for the offsetting purchase, after allowance for transaction costs, represents the profit or loss to the funds.

Settlement of a stock index futures contract may or may not be in the underlying security. If not in the underlying security, then settlement will be made in cash, equivalent over time to the difference between the contract price and the actual price of the underlying asset (as adjusted by a multiplier) at the time the stock index futures contract expires.

For example, the S&P 500 Stock Index is made up of 500 selected common stocks, most of which are listed on the New York Stock Exchange (“NYSE”). The S&P 500 Index assigns relative weightings to the common stocks included in the index, and the index fluctuates with changes in the market values of those common stocks. In the case of futures contracts on the S&P 500 Index, the contracts are to buy or sell 250 units. Thus, if the value of the S&P 500 Index were $150, one contract would be worth $37,500 (250 units x $150). The stock index futures contract specifies that no delivery of the actual stocks making up the index will take place. Instead, settlement in cash occurs. Over the life of the contract, the gain or loss realized by the funds will equal the difference between the purchase (or sale) price of the contract and the price at which the contract is terminated. For example, if the funds enter into a futures contract to buy 250 units of the S&P 500 Index at a specified future date at a contract price of $150 and the S&P 500 Index is at $154 on that future date, the funds will gain $1,000 (250 units x gain of $4). If the funds enter into a futures contract to sell 250 units of the stock index at a specified future date at a contract price of $150 and the S&P 500 Index is at $152 on that future date, the funds will lose $500 (250 units x loss of $2).

It is possible that hedging activities of funds investing in municipal securities will occur through the use of U.S. Treasury bond futures.

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All funds (other than the Money Funds)

Special Risks of Transactions in Futures Contracts

· Volatility and Leverage The prices of futures contracts are volatile and are influenced, among other things, by actual and anticipated changes in the market and interest rates, which in turn are affected by fiscal and monetary policies and national and international political and economic events.

Most U.S. futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of futures contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.

Margin deposits required on futures trading are low. As a result, a relatively small price movement in a futures contract may result in immediate and substantial loss, as well as gain, to the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit, if the contract were closed out. Thus, a purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract.

· Fellow Customer Risk The funds are subject to “fellow-customer risk,” which is the risk that one or more customers of a futures commission merchant will default on their obligations and that the resulting losses will be so great that the futures commission merchant will default on its obligations and that margin posted by one customer will be used to cover a loss caused by a different customer.

There are rules that generally prohibit the use of one customer’s funds to meet the obligations of another customer, and that limit the ability to use customer margin posted by non-defaulting customers to satisfy losses caused by defaulting customers, by requiring the futures commission merchant to use its own funds to meet a defaulting customer’s obligations. While a customer’s loss would likely need to be substantial before other customers would be exposed to fellow customer risk, these rules nevertheless permit the commingling of margin and do not limit the mutualization of customer losses from investment losses, custodial failures, or fraud or other causes. If the loss is so great that, notwithstanding the application of the futures commission merchant’s own funds, there is a shortfall in the amount of customer funds required to be held in segregation, the futures commission merchant could default and be placed into bankruptcy. In these circumstances, the Bankruptcy Code provides that non-defaulting customers will share pro-rata in any shortfall. A shortfall in customer segregated funds may also make the transfer of the accounts of non-defaulting customers to another futures commission merchant more difficult.

· Liquidity The funds may elect to close some or all of their futures positions at any time prior to their expiration. The funds would do so to reduce exposure represented by long futures positions or short futures positions. The funds may close their position by taking opposite positions, which would operate to terminate the funds’ position in the futures contracts. Final determinations of mark-to-market payments would then be made, additional cash would be required to be paid by or released to the funds, and the funds would realize a loss or a gain.

Futures contracts may be closed out only on the exchange or board of trade where the contracts were initially traded. Although the funds intend to purchase or sell futures contracts only on exchanges or boards of trade where there appears to be an active market, there is no assurance that a liquid market on an exchange or board of trade will exist for any particular contract at any particular time. In such event, it might not be possible to close a futures contract, and in the event of adverse price movements, the funds would continue to be required to make daily mark-to-market and variation margin payments. However, in the event futures

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contracts have been used to hedge the underlying instruments, the funds would continue to hold the underlying instruments subject to the hedge until the futures contracts could be terminated. In such circumstances, an increase in the price of underlying instruments, if any, might partially or completely offset losses on the futures contract. However, as described next, there is no guarantee that the price of the underlying instruments will, in fact, correlate with the price movements in the futures contract and thus provide an offset to losses on a futures contract.

· Hedging Risk A decision whether, when, and how to hedge involves skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of unexpected market or economic events. There are several risks in connection with the use by the funds of futures contracts as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and movements in the prices of the underlying instruments which are the subject of the hedge. T. Rowe Price will, however, attempt to reduce this risk by entering into futures contracts whose movements, in its judgment, will have a significant correlation with movements in the prices of the funds’ underlying instruments sought to be hedged.

Successful use of futures contracts by the funds for hedging purposes is also subject to T. Rowe Price’s ability to correctly predict movements in the direction of the market. It is possible that, when the funds have sold futures to hedge their portfolios against a decline in the market, the index, indices, or instruments’ underlying futures might advance, and the value of the underlying instruments held in the funds’ portfolios might decline. If this were to occur, the funds would lose money on the futures and also would experience a decline in value in their underlying instruments. However, while this might occur to a certain degree, T. Rowe Price believes that over time the value of the funds’ portfolios will tend to move in the same direction as the market indices used to hedge the portfolio. It is also possible that, if the funds were to hedge against the possibility of a decline in the market (adversely affecting the underlying instruments held in their portfolios) and prices instead increased, the funds would lose part or all of the benefit of increased value of those underlying instruments that it had hedged because it would have offsetting losses in their futures positions. In addition, in such situations, if the funds have insufficient cash, it might have to sell underlying instruments to meet daily mark-to-market and variation margin requirements. Such sales of underlying instruments might be, but would not necessarily be, at increased prices (which would reflect the rising market). The funds might have to sell underlying instruments at a time when it would be disadvantageous to do so.

In addition to the possibility that there might be an imperfect correlation, or no correlation at all, between price movements in the futures contracts and the portion of the portfolio being hedged, the price movements of futures contracts might not correlate perfectly with price movements in the underlying instruments due to certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors might close futures contracts through offsetting transactions, which could distort the normal relationship between the underlying instruments and futures markets. Second, the margin requirements in the futures market are less onerous than margin requirements in the securities markets and, as a result, the futures market might attract more speculators than the securities markets. Increased participation by speculators in the futures market might also cause temporary price distortions. Due to the possibility of price distortion in the futures market and also because of imperfect correlation between price movements in the underlying instruments and movements in the prices of futures contracts, even a correct forecast of general market trends by T. Rowe Price might not result in a successful hedging transaction over a very short time period.

Options on Futures Contracts

Options (another type of potentially high-risk derivative) on futures are similar to options on underlying instruments, except that options on futures give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put), rather than to purchase or sell the futures contract at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by the delivery of the accumulated balance in the writer’s futures margin account, which represents the amount by which the market price of the futures

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contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the futures contract. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid. Options on futures contracts are valued daily at the last sale price on its primary exchange at the time at which the net asset value per share of the funds are computed (close of the NYSE, normally at 4 p.m. ET), or, in the absence of such sale, the mean of closing bid and ask prices.

Writing a put option on a futures contract serves as a partial hedge against an increase in the value of securities the funds intend to acquire. If the futures price at expiration of the option is above the exercise price, the funds will retain the full amount of the option premium, which provides a partial hedge against any increase that may have occurred in the price of the debt securities the funds intend to acquire. If the futures price when the option is exercised is below the exercise price, however, the funds will incur a loss, which may be wholly or partially offset by the decrease in the price of the securities the funds intend to acquire.

Funds investing in municipal securities may trade in municipal bond index option futures or similar options on futures developed in the future. In addition, the funds may trade in options on futures contracts on U.S. government securities and any U.S. government securities futures index contract which might be developed.

From time to time, a single order to purchase or sell futures contracts (or options thereon) may be made on behalf of a fund and other T. Rowe Price funds. Such aggregated orders would be allocated among the fund and the other T. Rowe Price funds in a fair and nondiscriminatory manner.

Call and put options may be purchased or written on financial indices as an alternative to options on futures.

Special Risks of Transactions in Options on Futures Contracts

The risks described under “Special Risks of Transactions in Futures Contracts” are substantially the same as the risks of using options on futures. If the funds were to write an option on a futures contract, it would be required to deposit initial margin and maintain mark-to-market payments in the same manner as a regular futures contract. In addition, where the funds seek to close out an option position by writing or buying an offsetting option covering the same index, underlying instrument, or contract and having the same exercise price and expiration date, their ability to establish and close out positions on such options will be subject to the maintenance of a liquid secondary market. Reasons for the absence of a liquid secondary market on an exchange include the following: (1) there may be insufficient trading interest in certain options; (2) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (3) trading halts, suspensions, or other restrictions may be imposed with respect to particular classes or series of options, or underlying instruments; (4) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (5) the facilities of an exchange or a clearing corporation may not at all times be adequate to handle current trading volume; or (6) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in the class or series of options) would cease to exist, although outstanding options on the exchange that had been issued by a clearing corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms. There is no assurance that higher-than-anticipated trading activity or other unforeseen events might not, at times, render certain of the facilities of any of the clearing corporations inadequate, and thereby result in the institution by an exchange of special procedures, which may interfere with the timely execution of customers’ orders.

In the event no such market exists for a particular contract in which the funds maintain a position, in the case of a written option, the funds would have to wait to sell the underlying securities or futures positions until the option expires or is exercised. The funds would be required to maintain margin deposits on payments until the contract is closed. Options on futures are treated for accounting purposes in the same way as the analogous option on securities are treated.

In addition, the correlation between movements in the price of options on futures contracts and movements in the price of the securities hedged can only be approximate. This risk is significantly increased when an option on a U.S. government securities future or an option on some type of index future is used as a proxy for hedging a portfolio consisting of other types of securities. Another risk is that if the movements in the price of options on futures contracts and the value of the call increase by more than the increase in the value of the

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securities held as cover, the funds may realize a loss on the call, which is not completely offset by the appreciation in the price of the securities held as cover and the premium received for writing the call.

The successful use of options on futures contracts requires special expertise and techniques different from those involved in portfolio securities transactions. A decision whether, when, and how to hedge involves skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of unexpected market behavior or interest rate trends. During periods when municipal securities market prices are appreciating, the funds may experience poorer overall performance than if it had not entered into any options on futures contracts.

General Considerations Transactions by the funds in options on futures will be subject to limitations established by each of the exchanges, boards of trade, or other trading facilities governing the maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in concert, regardless of whether the options are written on the same or different exchanges, boards of trade, or other trading facilities or are held or written in one or more accounts or through one or more brokers. Thus, the number of contracts which the funds may write or purchase may be affected by contracts written or purchased by other investment advisory clients of T. Rowe Price. An exchange, boards of trade, or other trading facility may order the liquidations of positions found to be in excess of these limits, and it may impose certain other sanctions.

Additional Futures and Options Contracts

Although the funds have no current intention of engaging in futures or options transactions other than those described above, it reserves the right to do so. Such futures and options trading might involve risks which differ from those involved in the futures and options described above.

Foreign Futures and Options

Participation in foreign futures and foreign options transactions involves the execution and clearing of trades on, or subject to the rules of, a foreign board of trade. Neither the National Futures Association nor any domestic exchange regulates activities of any foreign boards of trade, including the execution, delivery, and clearing of transactions, or has the power to compel enforcement of the rules of a foreign board of trade or any applicable foreign law. This is true even if the exchange is formally linked to a domestic market so that a position taken on the market may be liquidated by a transaction on another market. Moreover, such laws or regulations will vary depending on the foreign country in which the foreign futures or foreign options transaction occurs. For these reasons, when the funds trade foreign futures or foreign options contracts, it may not be afforded certain of the protective measures provided by the Commodity Exchange Act, the CFTC’s regulations, and the rules of the National Futures Association and any domestic exchange, including the right to use reparations proceedings before the CFTC and arbitration proceedings provided by the National Futures Association or any domestic futures exchange. In particular, proceeds derived from foreign futures or foreign options transactions may not be provided the same protections as proceeds derived from transactions on U.S. futures exchanges. In addition, the price of any foreign futures or foreign options contract and, therefore, the potential profit and loss thereon may be affected by any variance in the foreign exchange rate between the time the funds’ orders are placed and the time they are liquidated, offset, or exercised.

U.S. Treasury Intermediate and U.S. Treasury Long-Term Funds

Limitations on Futures and Options

The funds will not purchase a futures contract or option thereon if, with respect to positions in futures or options on futures which do not represent bona fide hedging, the aggregate initial margin and premiums on such positions would exceed 5% of the funds’ net asset value. In addition, neither of the funds will enter into a futures transaction if it would be obligated to purchase or deliver amounts that would exceed 15% of the funds’ total assets.

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The funds will not write a covered call or put option if, as a result, the aggregate market value of all portfolio securities covering call options or subject to delivery under put options exceeds 15% of the market value of the funds’ total assets.

The funds have no current intention of investing in options on individual securities. However, they reserve the right to do so in the future and could be subject to the following limitations: the funds may invest up to 15% of total assets in premiums on put options and 15% of total assets in premiums on call options. The total market value of the funds’ obligations under futures contracts and premiums on purchased options will not exceed 15% of each fund’s total assets.

All Funds

Foreign Currency Transactions

A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are principally traded in the interbank market conducted directly between currency traders (usually large, commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades. The funds may enter into forward contracts for a variety of purposes in connection with the management of the foreign securities portion of their portfolios. The funds’ use of such contracts would include, but not be limited to, the following:

First, when the funds enter into a contract for the purchase or sale of a security denominated in a foreign currency, they may desire to “lock in” the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of foreign currency involved in the underlying security transactions, the funds will be able to protect themselves against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date the security is purchased or sold and the date on which payment is made or received.

Second, when T. Rowe Price believes that one currency may experience a substantial movement against another currency, including the U.S. dollar, it may enter into a forward contract to sell or buy the amount of the former foreign currency, approximating the value of some or all of the funds’ portfolio securities denominated in such foreign currency. Alternatively, where appropriate, the funds may hedge all or part of their foreign currency exposure through the use of a basket of currencies or a proxy currency where such currency or currencies act as an effective proxy for other currencies. In such a case, the funds may enter into a forward contract where the amount of the foreign currency to be sold exceeds the value of the securities denominated in such currency. The use of this basket hedging technique may be more efficient and economical than entering into separate forward contracts for each currency held in the funds. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movement is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Under normal circumstances, consideration of the prospect for relative currency values will be incorporated into the longer-term investment decisions made with regard to overall diversification strategies. However, T. Rowe Price believes that it is important to have the flexibility to enter into such forward contracts when it determines that the best interests of the funds will be served.

Third, the funds may use forward contracts when the funds wish to hedge out of the dollar into a foreign currency in order to create a synthetic bond or money market instrument–the security would be issued in U.S. dollars but the dollar component would be transformed into a foreign currency through a forward contract.

At the maturity of a forward contract, the funds may sell the portfolio security and make delivery of the foreign currency, or they may retain the security and either extend the maturity of the forward contract (by “rolling” that contract forward) or may initiate a new forward contract.

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If the funds retain the portfolio security and engage in an offsetting transaction, the funds will incur a gain or a loss (as described below) to the extent that there has been movement in forward contract prices. If the funds engage in an offsetting transaction, they may subsequently enter into a new forward contract to sell the foreign currency. Should forward prices decline during the period between the funds’ entering into a forward contract for the sale of a foreign currency and the date they enter into an offsetting contract for the purchase of the foreign currency, the funds will realize a gain to the extent the price of the currency they have agreed to sell exceeds the price of the currency they have agreed to purchase. Should forward prices increase, the funds will suffer a loss to the extent the price of the currency they have agreed to purchase exceeds the price of the currency they have agreed to sell. A fund may net any offsetting positions when calculating its aggregate market exposure to a particular currency and in managing the portfolio within its limit on the use of foreign currency instruments. This may occur, for instance, where a fund has entered into two forward foreign currency exchange contracts with concurrent settlement dates, and one provides for delivery of currency A and receipt of currency B and the other contract provides for delivery of currency B and receipt of currency A.

The funds may also engage in non-deliverable forward transactions to manage currency risk as well as to gain exposure to a currency, whether or not the fund owns securities denominated in that currency. A non-deliverable forward is a transaction that represents an agreement between a fund and a counterparty to buy or sell a specified amount of a particular currency at an agreed upon foreign exchange rate on a future date. Unlike other currency transactions, there is no physical delivery of the currency on the settlement of a non-deliverable forward transaction. Rather, the fund and the counterparty agree to net the settlement by making a payment in U.S. dollars or another fully convertible currency that represents any difference between the foreign exchange rate agreed upon at the inception of the non-deliverable forward agreement and the actual exchange rate on the agreed upon future date. When currency exchange rates do not move as anticipated, a fund could sustain losses on the non-deliverable forward transaction. This risk is heightened when the transactions involve currencies of emerging market countries.

The funds may enter into forward contracts for any purpose consistent with the funds’ investment objectives and programs. However, the funds will not enter into a forward contract, or maintain exposure to any such contract(s), if the amount of foreign currency required to be delivered thereunder would exceed the funds’ holdings of liquid, high-grade debt securities, currency available for cover of the forward contract(s), or other suitable cover as permitted by the SEC. In determining the amount to be delivered under a contract, the funds may net offsetting positions.

If the value of the assets being used as cover declines or the amount of the fund’s commitment increases because of changes in currency rates, the fund may need to provide additional cash or securities to satisfy its commitment under the forward agreement. The fund is also subject to the risk that it may be delayed or prevented from obtaining payments owed to it under the forward transaction as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to comply with the terms of the contract. There is no assurance that a fund would succeed in pursuing any contractual remedies available under the agreement.

Although most currency derivatives will generally be considered liquid investments, the funds may consider derivatives that involve particular currencies to be illiquid. The funds’ dealing in forward foreign currency exchange contracts will generally be limited to the transactions described above. However, the funds reserve the right to enter into forward foreign currency contracts for different purposes and under different circumstances. Of course, the funds are not required to enter into forward contracts with regard to their foreign currency-denominated securities and will not do so unless deemed appropriate by T. Rowe Price. It also should be realized that this method of hedging against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange at a future date. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time, they tend to limit any potential gain which might result from an increase in the value of that currency.

Although the funds value their assets daily in terms of U.S. dollars, they do not intend to convert their holdings of foreign currencies into U.S. dollars on a daily basis. They will do so from time to time, and there are costs associated with currency conversion. Although foreign exchange dealers do not charge a fee for

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conversion, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to the funds at one rate, while offering a lesser rate of exchange should the funds desire to resell that currency to the dealer.

Federal Tax Treatment of Options, Futures Contracts, and Forward Foreign Exchange Contracts

The funds may enter into certain options, futures, forward foreign exchange contracts, and swaps, including options and futures on currencies. Entering into such transactions can affect the timing and character of the income and gains realized by the funds and the timing and character of fund distributions.

Such contracts, if they qualify as Section 1256 contracts, will be considered to have been closed at the end of the funds’ taxable years and any gains or losses will be recognized for tax purposes at that time. Such gains or losses (as well as gains or losses from the normal closing or settlement of such transactions) will be characterized as 60% long-term capital gain (taxable at a maximum rate of 15%) or loss and 40% short-term capital gain or loss regardless of the holding period of the instrument (ordinary income or loss for foreign exchange contracts). The funds will be required to distribute net gains on such transactions to shareholders even though it may not have closed the transaction and received cash to pay such distributions. As a result of recent legislation, swaps are generally excluded from the definition of a Section 1256 contract.

Certain options, futures, forward foreign exchange contracts, and swaps, which offset another security in the fund, including options, futures, and forward exchange contracts on currencies, which offset a foreign dollar-denominated bond or currency position, may be considered straddles for tax purposes. Generally, a loss on any position in a straddle will be subject to deferral to the extent of any unrealized gain in an offsetting position. For securities that were held for one year or less at inception of the straddle, the holding period may be deemed not to begin until the straddle is terminated. If securities comprising a straddle have been held for more than one year at inception of the straddle, losses on offsetting positions may be treated as entirely long-term capital losses even if the offsetting positions have been held for less than one year. However, a fund may choose to comply with certain identification requirements for offsetting positions that are components of a straddle. Losses with respect to identified positions are not deferred, rather the basis of the identified position that offset the loss position is increased.

In order for the funds to continue to qualify for federal income tax treatment as regulated investment companies, at least 90% of their gross income for a taxable year must be derived from qualifying income, e.g., generally dividends, interest, income derived from loans of securities, and gains from the sale of securities or currencies. Tax regulations could be issued limiting the extent to which the net gain realized from options, futures, or forward foreign exchange contracts on currencies is qualifying income for purposes of the 90% requirement.

Entering into certain options, futures, forward foreign exchange contracts, or swaps may result in a “constructive sale” of offsetting stocks or debt securities of the funds. In such case the funds will be required to realize gain, but not loss, on the deemed sale of such positions as if the position were sold on that date.

For certain options, futures, forward foreign exchange contracts, or swaps, the IRS has not issued comprehensive rules relating to the timing and character of income and gains realized on such contracts. It is possible that new tax legislations and new IRS regulations could result in changes to the amounts recorded by the funds, potentially resulting in tax consequences to the funds.

Options

Options are a type of potentially high-risk derivative.

Writing Call Options

The funds may write (sell) American or European style “covered” call options and purchase options to close out options previously written. In writing covered call options, the funds expect to generate additional premium income, which should serve to enhance the funds’ total return and reduce the effect of any price decline of the security, index, or currency involved in the option. Call options will generally be written on

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securities, indexes, or currencies which, in T. Rowe Price’s opinion, are not expected to have any major price increases or moves in the near future but which, over the long term, are deemed to be attractive investments for the funds.

A call option gives the holder (buyer) the right to purchase, and the writer (seller) has the obligation to sell, a security or currency at a specified price (the exercise price) at expiration of the option (European style) or at any time until a certain date (the expiration date) (American style). Index options are option contracts in which the underlying value is based on the level of a particular securities index. So long as the obligation of the writer of a call option continues, he may be assigned an exercise notice by the broker-dealer through whom such option was sold, requiring him to deliver the underlying security or currency against payment of the exercise price. This obligation terminates upon the expiration of the call option or such earlier time at which the writer effects a closing purchase transaction by repurchasing an option identical to that previously sold. To secure his obligation to deliver the underlying security or currency in the case of a call option, a writer is required to deposit in escrow the underlying security or currency or other assets in accordance with the rules of a clearing corporation.

The funds generally will write only covered call options. This means that the funds will either own the security or currency subject to the option or an option to purchase the same underlying security or currency having an exercise price equal to or less than the exercise price of the “covered” option. From time to time, the funds will write a call option that is not covered as indicated above (for example, an option on an index) but where the funds will establish and maintain, with its custodian for the term of the option, an account consisting of cash, U.S. government securities, other liquid high-grade debt obligations, or other suitable cover as permitted by the SEC, having a value equal to the fluctuating market value of the optioned securities or currencies or index level. While such an option would be “covered” with sufficient collateral to satisfy SEC prohibitions on issuing senior securities, this type of strategy would expose the funds to the risks of writing uncovered options, which could result in unlimited losses if a fund writes an uncovered call option.

Portfolio securities or currencies on which call options may be written will be purchased solely on the basis of investment considerations consistent with the funds’ investment objectives. The writing of covered call options is a conservative investment technique believed to involve relatively little risk (in contrast to the writing of naked or uncovered options, which the funds generally will not do) but capable of enhancing the funds’ total return. When writing a covered call option, the funds, in return for the premium, give up the opportunity for profit from a price increase in the underlying security or currency above the exercise price, but conversely retain the risk of loss should the price of the security or currency decline. Unlike one that owns securities or currencies not subject to an option, the funds have no control over when they may be required to sell the underlying securities or currencies, since they may be assigned an exercise notice at any time prior to the expiration of its obligation as a writer. If a call option the funds have written expires, the funds will realize a gain in the amount of the premium; however, such gain may be offset by a decline in the market value of the underlying security or currency during the option period. If the call option is exercised, the funds will realize a gain or loss from the sale of the underlying security or currency. The funds do not consider a security or currency covered by a call to be “pledged” as that term is used in the funds’ policy, which limits the pledging or mortgaging of assets. If the fund writes an uncovered option on a security as described above, it will bear the risk of having to purchase the security subject to the option at a price higher than the exercise price of the option. As the price of a security could appreciate substantially, the funds’ loss could be significant.

The premium received is the market value of an option. The premium the funds will receive from writing a call option will reflect, among other things, the current market price of the underlying security or currency, the relationship of the exercise price to such market price, the historical price volatility of the underlying security or currency, and the length of the option period. Once the decision to write a call option has been made, T. Rowe Price, in determining whether a particular call option should be written on a particular security or currency, will consider the reasonableness of the anticipated premium and the likelihood that a liquid secondary market will exist for those options. The premium received by the funds for writing covered call options will be recorded as a liability of the funds. This liability will be adjusted daily to the option’s current market value, which will be the latest sale price on its primary exchange at the time at which the net asset values per share of the funds are computed (close of the NYSE, normally 4 p.m. ET) or, in the absence of such sale, the mean of closing bid and ask prices. The option will be terminated upon expiration of the option, the

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purchase of an identical option in a closing transaction, or delivery of the underlying security or currency upon the exercise of the option.

As the seller of an index call option, the fund receives a premium from the purchaser. The purchaser of an index call option has the right to any appreciation in the value of the index over a fixed price (the exercise price) by the expiration date of the option. If the purchaser does not exercise the option, the fund retains the premium. If the purchaser exercises the option, the fund pays the purchaser the difference between the value of the index and the exercise price of the option. The premium, the exercise price, and the value of the index determine the gain or loss realized by the fund as the seller of the index call option. The fund can also repurchase the call option prior to the expiration date, thereby ending its obligation. In this case, the difference between the cost of repurchasing the option and the premium received will determine the gain or loss realized by the fund.

Closing transactions will be effected in order to realize a profit on an outstanding call option, to prevent an underlying security or currency from being called, or to permit the sale of the underlying security or currency. Furthermore, effecting a closing transaction will permit the funds to write another call option on the underlying security or currency with either a different exercise price or expiration date or both. If the funds desire to sell a particular security or currency from their portfolios on which they have written a call option, or purchased a put option, they will seek to effect a closing transaction prior to, or concurrently with, the sale of the security or currency. There is, of course, no assurance that the funds will be able to effect such closing transactions at favorable prices. If the funds cannot enter into such a transaction, they may be required to hold a security or currency that they might otherwise have sold. When the funds write a covered call option, they run the risk of not being able to participate in the appreciation of the underlying securities or currencies above the exercise price, as well as the risk of being required to hold on to securities or currencies that are depreciating in value. This could result in higher transaction costs. The funds will pay transaction costs in connection with the writing of options to close out previously written options. Such transaction costs are normally higher than those applicable to purchases and sales of portfolio securities.

Call options written by the funds will normally have expiration dates of less than nine months from the date written. The exercise price of the options may be below, equal to, or above the current market values of the underlying securities or currencies at the time the options are written. From time to time, the funds may purchase an underlying security or currency for delivery in accordance with an exercise notice of a call option assigned to it, rather than delivering such security or currency from their portfolios. In such cases, additional costs may be incurred.

The funds will realize a profit or loss from a closing purchase transaction if the cost of the transaction is less or more than the premium received from the writing of the option. Because increases in the market price of a call option will generally reflect increases in the market price of the underlying security or currency, any loss resulting from the repurchase of a call option is likely to be offset in whole or in part by appreciation of the underlying security or currency owned by the funds.

The funds will not write a covered call option if, as a result, the aggregate market value of all portfolio securities or currencies covering written call or put options exceeds 25% of the market value of the funds’ total assets. In calculating the 25% limit, the funds will offset the value of securities underlying purchased calls and puts on identical securities or currencies with identical maturity dates.

Writing Put Options

The funds may write American or European style covered put options and purchase options to close out options previously written by the funds. A put option gives the purchaser of the option the right to sell, and the writer (seller) has the obligation to buy, the underlying security, currency, or index option at the exercise price during the option period (American style) or at the expiration of the option (European style). So long as the obligation of the writer continues, he may be assigned an exercise notice by the broker-dealer through whom such option was sold, requiring him to make payment to the exercise price against delivery of the underlying security or currency. The operation of put options in other respects, including their related risks and rewards, is substantially identical to that of call options.

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If the funds write put options, they will do so only on a covered basis. This means that the funds would maintain, in a segregated account, cash, U.S. government securities, other liquid high-grade debt obligations, or other suitable cover as determined by the SEC, in an amount not less than the exercise price. Alternatively, the funds will own an option to sell the underlying security or currency subject to the option having an exercise price equal to or greater than the exercise price of the “covered” option at all times while the put option is outstanding. (The rules of a clearing corporation currently require that such assets be deposited in escrow to secure payment of the exercise price.)

The funds would generally write covered put options in circumstances where T. Rowe Price wishes to purchase the underlying security or currency for the funds’ portfolios at a price lower than the current market price of the security or currency. In such event the funds would write a put option at an exercise price which, reduced by the premium received on the option, reflects the lower price it is willing to pay. Since the funds would also receive interest on debt securities or currencies maintained to cover the exercise price of the option, this technique could be used to enhance current return during periods of market uncertainty. The risk in such a transaction would be that the market price of the underlying security or currency would decline below the exercise price, less the premiums received. Such a decline could be substantial and result in a significant loss to the funds. In addition, the funds, because they do not own the specific securities or currencies which they may be required to purchase in exercise of the put, cannot benefit from appreciation, if any, with respect to such specific securities or currencies.

The funds will not write a covered put option if, as a result, the aggregate market value of all portfolio securities or currencies covering put or call options exceeds 25% of the market value of the funds’ total assets. In calculating the 25% limit, the funds will offset the value of securities underlying purchased puts and calls on identical securities or currencies with identical maturity dates.

The premium received by the funds for writing covered put options will be recorded as a liability of the funds. This liability will be adjusted daily to the option’s current market value, which will be the latest sale price on its primary exchange at the time at which the net asset value per share of the funds is computed (close of the NYSE, normally 4 p.m. ET), or, in the absence of such sale, the mean of the closing bid and ask prices.

Purchasing Put Options

The funds may purchase American or European style put options. As the holder of a put option, the funds have the right to sell the underlying security or currency at the exercise price at any time during the option period (American style) or at the expiration of the option (European style). The funds may enter into closing sale transactions with respect to such options, exercise them, or permit them to expire. The funds may purchase put options for defensive purposes in order to protect against an anticipated decline in the value of their securities or currencies.

The funds may purchase a put option on an underlying security or currency (a “protective put”) owned by the funds as a defensive technique in order to protect against an anticipated decline in the value of the security or currency. Such hedge protection is provided only during the life of the put option when the funds, as holder of the put option, are able to sell the underlying security or currency at the put exercise price regardless of any decline in the underlying security’s market price or currency’s exchange value. For example, a put option may be purchased in order to protect unrealized appreciation of a security or currency where T. Rowe Price deems it desirable to continue to hold the security or currency because of tax considerations. The premium paid for the put option and any transaction costs would reduce any capital gain otherwise available for distribution when the security or currency is eventually sold.

The funds may also purchase put options at a time when they do not own the underlying security or currency. By purchasing put options on a security or currency they do not own, the funds seek to benefit from a decline in the market price of the underlying security or currency. If the put option is not sold when it has remaining value and if the market price of the underlying security or currency remains equal to or greater than the exercise price during the life of the put option, the funds will lose their entire investment in the put option. In order for the purchase of a put option to be profitable, the market price of the underlying security or currency

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must decline sufficiently below the exercise price to cover the premium and transaction costs, unless the put option is sold in a closing sale transaction.

The funds will not commit more than 5% of total assets to premiums when purchasing put options. The premium paid by the funds when purchasing a put option will be recorded as an asset of the funds in the portfolio of investments. This asset will be adjusted daily to the option’s current market value, which will be the latest sale price on its primary exchange at the time at which the net asset values per share of the funds are computed (close of the NYSE, normally 4 p.m. ET) or, in the absence of such sale, the mean of closing bid and ask prices. This asset will be terminated upon expiration of the option, the selling (writing) of an identical option in a closing transaction, or the delivery of the underlying security or currency upon the exercise of the option.

Purchasing Call Options

The funds may purchase American or European style call options. As the holder of a call option, the funds have the right to purchase the underlying security or currency at the exercise price at any time during the option period (American style) or at the expiration of the option (European style). The funds may enter into closing sale transactions with respect to such options, exercise them, or permit them to expire. The funds may purchase call options for the purpose of increasing their current return or avoiding tax consequences which could reduce their current return. The funds may also purchase call options in order to acquire the underlying securities or currencies. Examples of such uses of call options are provided next.

Call options may be purchased by the funds for the purpose of acquiring the underlying securities or currencies for their portfolios. Utilized in this fashion, the purchase of call options enables the funds to acquire the securities or currencies at the exercise price of the call option plus the premium paid. At times the net cost of acquiring securities or currencies in this manner may be less than the cost of acquiring the securities or currencies directly. This technique may also be useful to the funds in purchasing a large block of securities or currencies that would be more difficult to acquire by direct market purchases. So long as the funds hold such a call option, rather than the underlying security or currency itself, the funds are partially protected from any unexpected decline in the market price of the underlying security or currency and in such event could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option.

The funds may also purchase call options on underlying securities or currencies they own in order to protect unrealized gains on call options previously written by them. A call option would be purchased for this purpose where tax considerations make it inadvisable to realize such gains through a closing purchase transaction. Call options may also be purchased at times to avoid realizing losses.

The funds will not commit more than 5% of total assets to premiums when purchasing call and put options. The premium paid by the funds when purchasing a call option will be recorded as an asset of the funds in the portfolio of investments. This asset will be adjusted daily to the option’s current market value, which will be the latest sale price on its primary exchange at the time at which the net asset values per share of the funds are computed (close of the NYSE, normally 4 p.m. ET), or, in the absence of such sale, the mean of closing bid and ask prices.

Dealer (Over-the-Counter) Options

The funds may engage in transactions involving dealer options. Certain risks, including credit risk and counterparty risk, are specific to dealer options. While the funds would look to a clearing corporation to exercise exchange-traded options, if the funds were to purchase a dealer option, they would rely primarily on the dealer from whom they purchased the option to perform if the option were exercised. Failure by the dealer to do so could result in the loss of the premium paid by the funds as well as loss of the expected benefit of the transaction.

Exchange-traded options generally have a continuous liquid market, while dealer options are less liquid or could have no liquidity. Consequently, the funds will generally be able to realize the value of a dealer option they have purchased only by exercising it or reselling it to the dealer who issued it. Under certain conditions,

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the funds may also be able to resell or assign a purchased dealer option to another dealer on substantially the same terms. Similarly, when the funds write a dealer option, unless they can assign the option to another dealer, they generally will be able to close out the option prior to its expiration only by entering into a closing purchase transaction with the dealer to which the funds originally wrote the option. While the funds will seek to enter into dealer options only with dealers who will agree to and are expected to be capable of entering into closing transactions with the funds, there can be no assurance that the dealers will consent to the closing transaction nor is it assured that the funds will realize a favorable price. Until the funds, as a covered dealer call option writer, are able to effect a closing purchase transaction, they will not be able to liquidate securities (or other assets) or currencies used as cover until the option expires or is exercised. In the event of insolvency of the counter-party, the funds may be unable to liquidate a dealer option. With respect to options written by the funds, the inability to enter into a closing transaction may result in material losses to the funds.

The funds may consider OTC options to be liquid holdings; however, any OTC options that cannot be unwound, reassigned, or sold are generally considered to be illiquid. The funds may treat the cover used for written OTC options as liquid if the dealer agrees that the funds may repurchase the OTC option they have written for a maximum price to be calculated by a predetermined formula. In such cases, the OTC option would be considered illiquid only to the extent the maximum repurchase price under the formula exceeds the intrinsic value of the option.

In addition, for certain types of OTC options that have substantially similar terms to exchange-traded options, the funds may treat such options, and the underlying cover used for written options, as liquid based on factors such as: (1) the frequency and availability of dealer quotes and the comparability to prices available on an options exchange; (2) the number of dealers willing to purchase or accept assignments of such OTC options; and (3) the nature of the OTC options, their settlement terms and their termination provisions (i.e., the time needed to close out or terminate an OTC position, method of soliciting offers, and mechanics of transfer).

Warrants

Warrants can be highly volatile and have no voting rights, pay no dividends, and have no rights with respect to the assets of the corporation issuing them. Warrants basically are options to purchase securities at a specific price valid for a specific period of time. They do not represent ownership of the securities, but only the right to buy them. Warrants differ from call options in that warrants are issued by the issuer of the security which may be purchased on their exercise, whereas call options may be written or issued by anyone. The prices of warrants do not necessarily move parallel to the prices of the underlying securities.

There are, of course, other types of securities that are or may become available that are similar to the foregoing, and the funds may invest in these securities.

Hybrid Instruments

A hybrid instrument is a debt security, preferred stock, depository share, trust certificate, certificate of deposit, or other evidence of indebtedness on which a portion of or all interest payments, and/or the principal or stated amount payable at maturity, redemption, or retirement is determined by reference to prices, changes in prices, or differences between prices of securities, currencies, intangibles, goods, articles, or commodities (collectively, “underlying assets”) or by another objective index, economic factor, or other measure, such as interest rates, currency exchange rates, commodity indices, and securities indices (collectively, “benchmarks”). Thus, hybrid instruments may take a variety of forms, including, but not limited to, debt instruments with interest or principal payments or redemption terms determined by reference to the value of a currency or commodity or securities index at a future point in time, preferred stock with dividend rates determined by reference to the value of a currency, or convertible securities with the conversion terms related to a particular commodity.

Hybrid instruments can be an efficient means of creating exposure to a particular market, or segment of a market, with the objective of enhancing total return. For example, the funds may wish to take advantage of expected declines in interest rates in several European countries, but avoid the transaction costs associated with buying and currency-hedging the foreign bond positions. One solution would be to purchase a U.S.

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dollar-denominated hybrid instrument whose redemption price is linked to the average three-year interest rate in a designated group of countries. The redemption price formula would provide for payoffs of greater than par if the average interest rate was lower than a specified level, and payoffs of less than par if rates were above the specified level. Furthermore, the funds could limit the downside risk of the security by establishing a minimum redemption price so that the principal paid at maturity could not be below a predetermined minimum level if interest rates were to rise significantly. The purpose of this arrangement, known as a structured security with an embedded put option, would be to give the funds the desired European bond exposure while avoiding currency risk, limiting downside market risk, and lowering transaction costs. Of course, there is no guarantee that the strategy will be successful, and the funds could lose money if, for example, interest rates do not move as anticipated or credit problems develop with the issuer of the hybrid instruments.

The risks of investing in hybrid instruments reflect a combination of the risks of investing in securities, options, futures, and currencies. Thus, an investment in a hybrid instrument may entail significant risks that are not associated with a similar investment in a traditional debt instrument that has a fixed principal amount, is denominated in U.S. dollars, or bears interest either at a fixed rate or a floating rate determined by reference to a common, nationally published benchmark. The risks of a particular hybrid instrument will, of course, depend upon the terms of the instrument, but may include, without limitation, the possibility of significant changes in the benchmarks or the prices of underlying assets to which the instrument is linked. Such risks generally depend upon factors which are unrelated to the operations or credit quality of the issuer of the hybrid instrument and which may not be readily foreseen by the purchaser, such as economic and political events, the supply of and demand for the underlying assets, and interest rate movements. In recent years, various benchmarks and prices for underlying assets have been highly volatile, and such volatility may be expected in the future. Reference is also made to the discussion of futures, options, and forward contracts herein for a discussion of the risks associated with such investments.

Hybrid instruments are potentially more volatile and can carry greater market risks than traditional debt instruments. Depending on the structure of the particular hybrid instrument, changes in a benchmark may be magnified by the terms of the hybrid instrument and have an even more dramatic and substantial effect upon the value of the hybrid instrument. Also, the prices of the hybrid instrument and the benchmark or underlying asset may not move in the same direction or at the same time.

Hybrid instruments may bear interest or pay preferred dividends at below market (or even relatively nominal) rates. Alternatively, hybrid instruments may bear interest at above market rates but bear an increased risk of principal loss (or gain). The latter scenario may result if “leverage” is used to structure the hybrid instrument. Leverage risk occurs when the hybrid instrument is structured so that a given change in a benchmark or underlying asset is multiplied to produce a greater value change in the hybrid instrument, thereby magnifying the risk of loss as well as the potential for gain.

Hybrid instruments may also carry liquidity risk since the instruments are often “customized” to meet the portfolio needs of a particular investor, and therefore, the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities. In addition, because the purchase and sale of hybrid instruments could take place in an OTC market without the guarantee of a central clearing organization or in a transaction between the fund and the issuer of the hybrid instrument, the creditworthiness of the counterparty or issuer of the hybrid instrument would be an additional risk factor which the funds would have to consider and monitor. Hybrid instruments also may not be subject to regulation by the CFTC, which generally regulates the trading of commodity futures by U.S. persons, the SEC, which regulates the offer and sale of securities by and to U.S. persons, or any other governmental regulatory authority.

Swap Agreements

A number of the funds may enter into interest rate, index, total return, credit, and, to the extent they may invest in foreign currency-denominated securities, currency rate swap agreements. The funds may also enter into options on swap agreements (“swaptions”) on the types of swaps listed above as well as swap forwards.

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Swap agreements are typically two-party contracts entered into primarily by institutional investors for a specified period of time. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on a particular predetermined investment, index, or currency. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index. A swaption is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel, or otherwise modify an existing swap agreement at some designated future time on specified terms. The funds may write (sell) and purchase put and call swaptions. A swap forward is an agreement to enter into a swap agreement at some point in the future, usually in 3 to 6 months.

One example of the use of swaps by the funds is to manage the interest rate sensitivity of the funds. The funds might receive or pay a fixed-rate interest rate of a particular maturity and pay or receive a floating rate in order to increase or decrease the duration of the funds. Or, the funds may buy or sell swaptions to effect the same result. The funds may also replicate a security by selling it, placing the proceeds in cash deposits, and receiving a fixed rate in the swap market.

Another example is the use of credit default swaps to buy or sell credit protection. A credit default swap is a contract that enables an investor to buy or sell protection against a predetermined issuer credit event. The seller of a credit default swap may enhance income by guaranteeing the creditworthiness of the debt issuer and the buyer is provided with protection against credit risks of the issuer. Market supply and demand factors may cause distortions between the cash securities market and the default swap market.

Most swap agreements entered into by the funds would calculate the obligations of the parties to the agreement on a “net basis.” Consequently, the funds’ current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). The funds’ current obligations under a net swap agreement will be accrued daily (offset against any amounts owed to the funds) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by assets determined to be liquid by T. Rowe Price.

The use of swap agreements by the funds entails certain risks. Interest rate and currency swaps could result in losses if interest rate or currency changes are not correctly anticipated by the funds. Total return swaps could result in losses if the reference index, security, or investments do not perform as anticipated by the funds. Credit default swaps could result in losses if the funds do not correctly evaluate the creditworthiness of the company on which the credit default swap is based.

The funds will generally incur a greater degree of risk when it writes a swaption than when it purchases a swaption. When the funds purchase a swaption it risks losing only the amount of the premium they have paid should they decide to let the option expire unexercised. However, when the funds write a swaption they will become obligated, upon exercise of the option, according to the terms of the underlying agreement.

Because swaps are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. Moreover, the funds bear the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The funds will enter into swap agreements only with counterparties that meet certain standards of creditworthiness. The swaps market is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect the funds’ ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

There are other types of securities that are or may become available that are similar to the foregoing, and the funds may invest in these securities.

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PORTFOLIO MANAGEMENT PRACTICES

Lending of Portfolio Securities

Securities loans may be made by the funds to broker-dealers, institutional investors, or other persons pursuant to agreements requiring that the loans be continuously secured by collateral at least equal at all times to the value of the securities lent, marked to market on a daily basis. The collateral received will consist of cash, U.S. government securities, letters of credit, or such other collateral as may be permitted under the funds’ investment program. The collateral, in turn, is invested in short-term securities, including shares of a T. Rowe Price internal money fund or short-term bond fund. While the securities are being lent, the funds making the loan will continue to receive the equivalent of the interest or dividends paid by the issuer on the securities, as well as a portion of the interest on the investment of the collateral. Normally, the funds employ an agent to implement their securities lending program and the agent receives a fee from the funds for its services. The funds have a right to call each loan and obtain the securities within such period of time that coincides with the normal settlement period for purchases and sales of such securities in the respective markets. The funds will not have the right to vote on securities while they are being lent, but they may call a loan in anticipation of any important vote, when practical. The risks in lending portfolio securities, as with other extensions of secured credit, consist of a possible default by the borrower, delay in receiving additional collateral or in the recovery of the securities, or possible loss of rights in the collateral, should the borrower fail financially. Loans will be made only if, in the judgment of T. Rowe Price, the consideration to be earned from such loans would justify the risk. Additionally, the funds bear the risk that the reinvestment of collateral will result in a principal loss. Finally, there is also the risk that the price of the securities will increase while they are on loan and the collateral will not adequately cover their value.

Borrowing and Lending

The Price Funds are parties to an interfund lending exemptive order received from the SEC on December 8, 1998, amended on November 23, 1999, that permits them to borrow money from and/or lend money to other funds in the T. Rowe Price complex. All loans are set at an interest rate between the rates charged on overnight repurchase agreements and short-term bank loans. All loans are subject to numerous conditions designed to ensure fair and equitable treatment of all participating funds. The program is subject to the oversight and periodic review of the Boards of the Price Funds.

In addition, the Floating Rate Fund, Floating Rate Multi-Sector Account Portfolio, Global Allocation Fund, and Institutional Floating Rate Fund have entered into a committed line of credit facility provided by JPMorgan Chase Bank, N.A., pursuant to which the funds may borrow up to $200 million in order to provide them with temporary liquidity on a first-come, first-served basis. Interest is charged to the borrowing fund at a rate equal to 1.25% plus the greater of (a) the Federal Funds rate or (b) the one-month LIBOR. A commitment fee, equal to 0.10% per year of the average daily undrawn commitment, is allocated to the participating funds based on each fund’s relative net assets. Loans are generally unsecured; however, the fund must collateralize any borrowings under the facility on an equivalent basis if it has other collateralized borrowings.

Repurchase Agreements

The funds may enter into a repurchase agreement through which an investor (such as the funds) purchases securities (known as the “underlying security”) from well-established securities dealers or banks that are members of the Federal Reserve System. Any such dealer or bank will be on T. Rowe Price’s approved list. At that time, the bank or securities dealer agrees to repurchase the underlying security at the same price, plus specified interest. Repurchase agreements are generally for a short period of time, often less than a week. Repurchase agreements that do not provide for payment within seven days will be treated as illiquid securities. The funds will enter into repurchase agreements only where (1) the underlying securities are of the type (excluding maturity limitations) which the funds’ investment guidelines would allow them to purchase directly, (2) the market value of the underlying security, including interest accrued, will be at all times equal to or exceed the value of the repurchase agreement, and (3) payment for the underlying security is made only

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upon physical delivery or evidence of book-entry transfer to the account of the custodian or a bank acting as agent. In the event of a bankruptcy or other default of a seller of a repurchase agreement, the funds could experience both delays in liquidating the underlying security and losses, including: (a) possible decline in the value of the underlying security during the period while the funds seek to enforce their rights thereto; (b) possible subnormal levels of income and lack of access to income during this period; and (c) expenses of enforcing their rights.

Reverse Repurchase Agreements

Although the funds have no current intention of engaging in reverse repurchase agreements, they reserve the right to do so. Reverse repurchase agreements are ordinary repurchase agreements in which a fund is the seller of, rather than the investor in, securities and agrees to repurchase them at an agreed upon time and price. Use of a reverse repurchase agreement may be preferable to a regular sale and later repurchase of the securities because it avoids certain market risks and transaction costs. A reverse repurchase agreement may be viewed as a type of borrowing by the funds, subject to Investment Restriction (1). (See “Investment Restrictions.”)

Cash Reserves

The funds may invest their cash reserves primarily in one or more money market funds or short-term bond funds established for the exclusive use of the T. Rowe Price family of mutual funds and other clients of T. Rowe Price. Currently, two such money market funds are in operation and used for cash reserves management: the TRP Government Reserve Investment Fund and TRP Reserve Investment Fund. In addition, two such short-term bond funds may be used for cash reserves management: the T. Rowe Price Short-Term Government Reserve Fund and T. Rowe Price Short-Term Reserve Fund. Each of the four funds is a series of the T. Rowe Price Reserve Investment Funds, Inc. These funds were created and operate under an exemptive order issued by the SEC. Additional money market funds or short-term bonds may be created in the future.

TRP Government Reserve Investment Fund and TRP Reserve Investment Fund comply with the requirements of Rule 2a-7 under the 1940 Act governing money market funds. T. Rowe Price Short-Term Government Reserve Fund and T. Rowe Price Short-Term Reserve Fund generally comply with the risk-limiting conditions of Rule 2a-7, although they are not regulated under Rule 2a-7 and do not use amortized cost in an effort to maintain a stable $1.00 share price. TRP Government Reserve Investment Fund and T. Rowe Price Short-Term Government Reserve Fund invest primarily in a portfolio of U.S. government-backed securities, primarily U.S. Treasury securities and repurchase agreements thereon.

The TRP Reserve Funds provide an efficient means of managing the cash reserves of the T. Rowe Price funds. While none of the TRP Reserve Funds pays an advisory fee to T. Rowe Price, each will incur other expenses. However, the TRP Reserve Funds are expected by T. Rowe Price to operate at very low expense ratios. The Price Funds will only invest in the TRP Reserve Funds to the extent consistent with their investment objectives and programs.

None of the funds is insured or guaranteed by the FDIC or any other government agency. Although the TRP Government Reserve Investment Fund and TRP Reserve Investment Fund seek to maintain a stable net asset value of $1.00 per share, it is possible to lose money by investing in them.

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Floating Rate, High Yield, Institutional Floating Rate, and Institutional High Yield Funds

Short Sales

The funds may make short sales for hedging purposes to protect them against companies whose credit is deteriorating. Short sales are transactions in which the funds sell a security they do not own in anticipation of a decline in the market value of that security. The funds’ short sales would be limited to situations where the funds own a debt security of a company and would sell short the common or preferred stock or another debt security at a different level of the capital structure of the same company. No securities will be sold short if, after the effect is given to any such short sale, the total market value of all securities sold short would exceed 2% of the value of the funds’ net assets.

To complete a short-sale transaction, the funds must borrow the security to make delivery to the buyer. The funds then are obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the fund. Until the security is replaced, the funds are required to pay to the lender amounts equal to any dividends or interest which accrue during the period of the loan. To borrow the security, the funds also may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out.

Until the funds replace a borrowed security in connection with a short sale, the funds will: (a) maintain daily a segregated account, containing cash, U.S. government securities, or other suitable cover as permitted by the SEC, at such a level that (i) the amount deposited in the account plus the amount deposited with the broker as collateral will equal the current value of the security sold short and (ii) the amount deposited in the segregated account plus the amount deposited with the broker as collateral will not be less than the market value of the security at the time it was sold short; or (b) otherwise cover its short position.

The funds will incur a loss as a result of the short sale if the price of the security sold short increases between the date of the short sale and the date on which the funds replace the borrowed security. The funds will realize a gain if the security sold short declines in price between those dates. This result is the opposite of what one would expect from a cash purchase of a long position in a security. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium, dividends, or interest the funds may be required to pay in connection with a short sale. Any gain or loss on the security sold short would be separate from a gain or loss on the funds’ security being hedged by the short sale.

The Taxpayer Relief Act of 1997 requires a mutual fund to recognize gain upon entering into a constructive sale of stock, a partnership interest, or certain debt positions occurring after June 8, 1997. A constructive sale is deemed to occur if the funds enter into a short sale, an offsetting notional principal contract, or a futures or forward contract which is substantially identical to the appreciated position. Some of the transactions in which the funds are permitted to invest may cause certain appreciated positions in securities held by the funds to qualify as a “constructive sale,” in which case it would be treated as sold and the resulting gain subjected to tax or, in the case of a mutual fund, distributed to shareholders. If this were to occur, a fund would be required to distribute such gains even though it would receive no cash until the later sale of the security. Such distributions could reduce the amount of cash available for investment by the funds. Because these rules do not apply to “straight” debt transactions, it is not anticipated that they will have a significant impact on the funds; however, the effect cannot be determined until the issuance of clarifying regulations.

INVESTMENT RESTRICTIONS

Fundamental policies may not be changed without the approval of the lesser of (1) 67% of the funds’ shares present at a meeting of shareholders if the holders of more than 50% of the outstanding shares are present in person or by proxy or (2) more than 50% of the funds’ outstanding shares. Other restrictions in the form of operating policies are subject to change by the funds’ Boards without shareholder approval. Any investment

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restriction which involves a maximum percentage of securities or assets shall not be considered to be violated unless an excess over the percentage occurs immediately after, and is caused by, an acquisition of securities or assets of, or borrowings by, the funds. With the exception of the diversification test required by the Code, calculation of the funds’ total assets for compliance with any of the following fundamental or operating policies or any other investment restrictions set forth in the funds’ prospectuses or SAI will not include collateral held in connection with securities lending activities. For purposes of the tax diversification test, calculation of the funds’ total assets will include investments made with cash received by the funds as collateral for securities loaned. The diversification test required by the Code is set forth in the prospectuses of the funds referred to by name in restrictions (8) and (9) below.

Fundamental Policies

As a matter of fundamental policy, the funds may not:

(1) (a) Borrowing (All funds except Spectrum Funds) Borrow money, except that the funds may (i) borrow for non-leveraging, temporary, or emergency purposes; and (ii) engage in reverse repurchase agreements and make other investments or engage in other transactions, which may involve a borrowing, in a manner consistent with the funds’ investment objectives and programs, provided that the combination of (i) and (ii) shall not exceed 33⅓% of the value of the funds’ total assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law. The funds may borrow from banks, other Price Funds, or other persons to the extent permitted by applicable law;

(b) Borrowing (Spectrum Funds) Borrow money, except the funds may borrow from banks or other Price Funds as a temporary measure for extraordinary or emergency purposes, and then only in amounts not exceeding 30% of total assets valued at market. The funds will not borrow in order to increase income (leveraging), but only to facilitate redemption requests which might otherwise require untimely disposition of portfolio securities. Interest paid on any such borrowings will reduce net investment income;

(2) (a) Commodities (All Funds except Money Funds, Dividend Growth, Diversified Small-Cap Growth, Institutional High Yield, Institutional Large Cap-Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, Institutional Small-Cap Stock, New America Growth, Short-Term Government Reserve, and Short-Term Reserve Funds, and Emerging Markets Local Multi-Sector Account Portfolio) Purchase or sell commodities, except to the extent permitted by applicable law;

(b) Commodities (Dividend Growth, Diversified Small-Cap Growth, Institutional High Yield, Institutional Large Cap-Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, Institutional Small-Cap Stock, and New America Growth Funds, and Emerging Markets Local Multi-Sector Account Portfolio) Purchase or sell physical commodities, except that the funds may enter into futures contracts and options thereon;

(3) Equity Securities (Summit Municipal Money Market Fund) Purchase equity securities or securities convertible into equity securities;

(4) (a) Industry Concentration (All funds except Equity Index 500, Extended Equity Market Index, Health Sciences, International Equity Index, Financial Services, Global Infrastructure, Global Real Estate, Prime Reserve, Real Estate, TRP Reserve, Retirement, Spectrum, Summit Cash Reserves, Total Equity Market Index, and U.S. Bond Enhanced Index Funds) Purchase the securities of any issuer if, as a result, more than 25% of the value of the funds’ total assets would be invested in the securities of issuers having their principal business activities in the same industry;

(b) Industry Concentration (Financial Services, Global Infrastructure, Global Real Estate, Health Sciences, and Real Estate Funds) Purchase the securities of any issuer if, as a result, more than 25% of

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the value of the funds’ total assets would be invested in the securities of issuers having their principal business activities in the same industry, provided, however, that (i) the Health Sciences Fund will invest more than 25% of its total assets in the health sciences industry as defined in the fund’s prospectus; (ii) the Financial Services Fund will invest more than 25% of its total assets in the financial services industry as defined in the fund’s prospectus; (iii) the Global Infrastructure Fund will invest more than 25% of its total assets in the infrastructure industry as defined in the fund’s prospectus; and (iv) the Global Real Estate and Real Estate Funds will invest more than 25% of their total assets in the real estate industry as defined in the funds’ prospectuses;

(c) Industry Concentration (Equity Index 500, Extended Equity Market Index, International Equity Index, Total Equity Market Index, and U.S. Bond Enhanced Index Funds) Purchase the securities of any issuer if, as a result, more than 25% of the value of the fund’s total assets would be invested in the securities of issuers having their principal business activities in the same industry, except that the fund will invest more than 25% of the value of its total assets in issuers having their principal business activities in the same industry to the extent necessary to replicate the index that the fund uses as its benchmark as set forth in its prospectus;

(d) Industry Concentration (Prime Reserve, TRP Reserve, and Summit Cash Reserves Funds) Purchase the securities of any issuer if, as a result, more than 25% of the value of the funds’ total assets would be invested in the securities of issuers having their principal business activities in the same industry, provided, however, that this limitation does not apply to securities of the banking industry including, but not limited to, certificates of deposit and banker’s acceptances;

(e) Concentration (Retirement and Spectrum Funds) Concentrate in any industry, except that the funds will concentrate (invest more than 25% of total assets) in the mutual fund industry;

(5) (a) Loans (All funds except Retirement and Spectrum Funds) Make loans, although the funds may (i) lend portfolio securities and participate in an interfund lending program with other Price Funds provided that no such loan may be made if, as a result, the aggregate of such loans would exceed 33⅓% of the value of the funds’ total assets; (ii) purchase money market securities and enter into repurchase agreements; and (iii) acquire publicly distributed or privately placed debt securities and purchase debt;

(b) Loans (Retirement and Spectrum Funds) Make loans, although the funds may purchase money market securities and enter into repurchase agreements;

(6) Margin (Spectrum Funds) Purchase securities on margin, except for use of short-term credit necessary for clearance of purchases of portfolio securities;

(7) Mortgaging (Spectrum Funds) Mortgage, pledge, hypothecate, or, in any manner, transfer any security owned by the funds as security for indebtedness, except as may be necessary in connection with permissible borrowings, in which event such mortgaging, pledging, or hypothecating may not exceed 30% of the funds’ total assets, valued at market;

(8) Percent Limit on Assets Invested in Any One Issuer (All funds except Africa & Middle East, Emerging Europe, Emerging Markets Bond, Emerging Markets Corporate Multi-Sector Account Portfolio, Emerging Markets Local Currency Bond, Emerging Markets Local Multi-Sector Account Portfolio, Global Real Estate, Institutional Africa & Middle East, Institutional Concentrated International Equity, Institutional Emerging Markets Bond, Institutional International Bond, Institutional Large-Cap Growth, International Bond, Latin America, New Asia, RDFs, and Spectrum Funds, and the State Tax-Free Income Trust) Purchase a security if, as a result, with respect to 75% of the value of the funds’ total assets, more than 5% of the value of the funds’ total assets would be invested in the securities of a single issuer, except for cash, securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities and securities of other investment companies;

(9) Percent Limit on Share Ownership of Any One Issuer (All funds except Africa & Middle East, Emerging Europe, Emerging Markets Bond, Emerging Markets Corporate Multi-Sector Account Portfolio, Emerging Markets Local Currency Bond, Emerging Markets Local Multi-Sector Account Portfolio,

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Global Real Estate, Institutional Africa & Middle East, Institutional Concentrated International Equity, Institutional Emerging Markets Bond, Institutional International Bond, Institutional Large-Cap Growth, International Bond, Latin America, New Asia, RDFs, and Spectrum Funds, and the State Tax-Free Income Trust) Purchase a security if, as a result, with respect to 75% of the value of the funds’ total assets, more than 10% of the outstanding voting securities of any issuer would be held by the funds (other than obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities);

(10) (a) Real Estate (All funds except Retirement and Spectrum Funds) Purchase or sell real estate, including limited partnership interests therein, unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the funds from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business);

(b) Real Estate (Retirement and Spectrum Funds) Purchase or sell real estate, including limited partnership interests therein, unless acquired as a result of ownership of securities or other instruments (although the funds may purchase money market securities secured by real estate or interests therein, or issued by companies or investment trusts which invest in real estate or interests therein);

(11) (a) Senior Securities (All funds except Spectrum Funds) Issue senior securities except in compliance with the 1940 Act;

(b) Senior Securities (Spectrum Funds) Issue senior securities;

(12) Short Sales (Spectrum Funds) Effect short sales of securities;

(13) Taxable Securities (California Tax-Free Income Trust, State Tax-Free Income Trust, and Tax-Free Funds) During periods of normal market conditions, purchase any security if, as a result, less than 80% of the funds’ income would be exempt from federal and, if applicable, any state, city, or local income tax. Normally, the funds will not purchase a security if, as a result, more than 20% of the funds’ income would be subject to the AMT; or

(14) Underwriting Underwrite securities issued by other persons, except to the extent that the funds may be deemed to be an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of fund portfolio securities in the ordinary course of pursuing their investment programs.

NOTES

The following Notes should be read in connection with the above-described fundamental policies. The Notes are not fundamental policies.

Money Funds With respect to investment restriction (1), the funds have no current intention of engaging in any borrowing transactions.

All funds except Money Funds, Dividend Growth, Diversified Small-Cap Growth, Institutional High Yield, Institutional Large Cap-Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, Institutional Small-Cap Stock, New America Growth, Short-Term Government Reserve, and Short-Term Reserve Funds, and Emerging Markets Local Multi-Sector Account Portfolio With respect to investment restriction (2), the funds may not directly purchase or sell commodities that require physical storage unless acquired as a result of ownership of securities or other instruments but the funds may invest in any derivatives and other financial instruments that involve commodities or represent interests in commodities to the extent permitted by the Investment Company Act of 1940 or other applicable law.

Dividend Growth, Diversified Small-Cap Growth, Institutional High Yield, Institutional Large Cap-Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, Institutional Small-Cap Stock, and New America Growth Funds, and Emerging Markets Local Multi-Sector Account Portfolio With respect to investment restriction (2), the funds do not consider currency contracts or hybrid investments to be commodities.

All funds except Retirement and Spectrum Funds For purposes of investment restriction (4):

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· U.S., state, or local governments, or related agencies or instrumentalities, are not considered an industry.

· For the International Equity Funds (except for the Japan Fund), Tax-Efficient Equity, and Equity Funds except Financial Services, Global Industrials, Global Infrastructure, Global Technology, Media & Telecommunications, New Era, Real Assets, and Science & Technology Funds, industries are determined by reference to the classifications of industries and sub-industries set forth in the Morgan Stanley Capital International/Standard & Poor’s (MSCI/S&P) Global Industry Classification Standard. For the Japan Fund, industries are determined by reference to the industries and sub-industries set forth by the Tokyo Stock Price Index (TOPIX) industry structure. For Financial Services, Global Industrials, Global Infrastructure, Global Technology, Media & Telecommunications, New Era, Real Assets, and Science & Technology Funds, industries are determined by reference to industry classifications set forth in their semiannual and annual reports. For the Corporate Income, Inflation Focused Bond, Inflation Protected Bond, Institutional Core Plus, Institutional Global Multi-Sector Bond, Institutional Long Duration Credit, Investment-Grade Corporate Multi-Sector Account Portfolio, New Income, Short-Term Bond, Strategic Income, and U.S. Bond Enhanced Index Funds, and the fixed-income investments of the Balanced, Global Allocation, and Personal Strategy Funds, industries are determined by reference to the classifications of industries and sub-industries set forth in the Barclays Capital Global Aggregate Bond Index. However, for the Corporate Income Fund, Institutional Long Duration Credit Fund, and Investment-Grade Corporate Multi-Sector Account Portfolio, an issuer that is classified by Barclays Capital as a banking company, but which has its principal business activities in a different industry, will be considered to belong to the industry in which it has its principal business activities. For the Emerging Markets Bond, Emerging Markets Corporate Multi-Sector Account Portfolio, Emerging Markets Corporate Bond, Emerging Markets Local Currency Bond, Emerging Markets Local Multi-Sector Account Portfolio, Floating Rate, Floating Rate Multi-Sector Account Portfolio, GNMA, High Yield, High Yield Multi-Sector Account Portfolio, Institutional Emerging Markets Bond, Institutional Floating Rate, Institutional High Yield, Institutional International Bond, International Bond, Mortgage-Backed Securities Multi-Sector Account Portfolio, Prime Reserve, TRP Reserve, Summit Income, U.S. Treasury, and Ultra Short-Term Bond Funds, industries are determined by reference to industry classifications set forth in their semiannual and annual reports. Annual changes by MSCI/S&P, TOPIX, or Barclays Capital to their classifications will be implemented within 30 days after the effective date of the change. The Africa & Middle East Fund, Institutional Africa & Middle East Fund, and Latin America Fund consider telecommunications and banking companies of a single country to be separate industries from telecommunications and banking companies of any other country. It is the position of the staff of the SEC that foreign governments are industries for purposes of this restriction. For as long as this staff position is in effect, the International Bond Funds will not invest more than 25% of total assets in the securities of any single foreign governmental issuer. For purposes of this restriction, governmental entities are considered separate issuers.

All funds except Summit Income and U.S. Bond Enhanced Index Funds For purposes of investment restriction (5), the funds will consider the acquisition of a debt security to include the execution of a note or other evidence of an extension of credit with a term of more than nine months.

All funds except Spectrum Funds For purposes of investment restrictions (8) and (9), the funds will treat bonds which are refunded with escrowed U.S. government securities as U.S. government securities.

Taxable Bond and Money Funds For purposes of investment restrictions (8) and (9), the funds will consider a repurchase agreement fully collateralized with U.S. government securities to be U.S. government securities.

With respect to investment restriction (11), under the 1940 Act, an open-end investment company can borrow money from a bank provided that immediately after such borrowing there is asset coverage of

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at least 300% for all borrowings. If the asset coverage falls below 300%, the company must, within three business days, reduce the amount of its borrowings to satisfy the 300% requirement.

For purposes of investment restriction (13), the funds measure the amount of their income from taxable securities, including AMT securities, over the course of the funds’ taxable year.

Operating Policies

As a matter of operating policy, the funds may not:

(1) Borrowing (All funds except Global Allocation Fund) Purchase additional securities when money borrowed exceeds 5% of total assets;

(2) Control of Portfolio Companies Invest in companies for the purpose of exercising management or control;

(3) Equity Securities (California Tax-Free Income Trust, State Tax-Free Income Trust, and Tax-Free Funds) Purchase any equity security or security convertible into an equity security, provided that the funds (other than the Money Funds) may invest up to 10% of total assets in equity securities, which pay tax-exempt dividends and which are otherwise consistent with the funds’ investment objectives and, further provided, that Money Funds may invest up to 10% of total assets in equity securities of other tax-free open-end money market funds;

(4) Forward Currency Contracts (Retirement and Spectrum Funds) Purchase forward currency contracts, although the funds reserve the right to do so in the future;

(5) (a) Futures Contracts (All funds except Money Funds and Retirement and Spectrum Funds) Purchase a futures contract or an option thereon if, with respect to positions in futures or options on futures which do not represent bona fide hedging, the aggregate initial margin and premiums on such options would exceed 5% of the funds’ net asset value;

(b) Futures (Retirement and Spectrum International Funds) Purchase futures, although the funds reserve the right to do so in the future;

(6) Illiquid Securities Purchase illiquid securities if, as a result, more than 15% of net assets (10% of net assets for Spectrum Funds and 5% of total assets for Money Funds) would be invested in such securities;

(7) Investment Companies (All funds except Retirement and Spectrum Funds) Purchase securities of open-end or closed-end investment companies except (i) securities of the TRP Reserve Funds (provided that the investing fund does not invest more than 25% of its net assets in such funds); (ii) securities of T. Rowe Price institutional funds; (iii) in the case of the Money Funds, only securities of other money market funds; or (iv) otherwise consistent with the 1940 Act;

(8) Margin (All funds except Spectrum Funds) Purchase securities on margin, except (i) for use of short-term credit necessary for clearance of purchases of portfolio securities and (ii) they may make margin deposits in connection with futures contracts or other permissible investments;

(9) Mortgaging (All funds except Spectrum Funds) Mortgage, pledge, hypothecate, or, in any manner, transfer any security owned by the funds as security for indebtedness, except as may be necessary in connection with permissible borrowings or investments, and then such mortgaging, pledging, or hypothecating may not exceed 33⅓% of the funds’ total assets at the time of borrowing or investment;

(10) Oil and Gas Programs Purchase participations or other direct interests in or enter into leases with respect to oil, gas, or other mineral exploration or development programs if, as a result thereof, more than 5% of the value of the total assets of the funds would be invested in such programs;

(11) (a) Options, etc. (All funds except Retirement and Spectrum Funds) Invest in options in excess of the limits set forth in the funds’ prospectuses and this SAI;

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(b) Options (Retirement Funds) Invest in options although the funds reserve the right to do so in the future;

(12) (a) Short Sales (All funds except Floating Rate, High Yield, Institutional Floating Rate, and Institutional High Yield Funds) Effect short sales of securities;

(b) Short Sales (Floating Rate, High Yield, Institutional Floating Rate, and Institutional High Yield Funds) Effect short sales of securities, other than as set forth in the funds’ prospectuses and SAI;

(13) Warrants Invest in warrants if, as a result, more than 10% of the value of the fund’s net assets would be invested in warrants, provided that, the Money, Retirement, Spectrum, State Tax-Free, Tax-Free, and Summit Municipal Funds will not invest in warrants; and

(14) Commodities (Real Assets Fund) Purchase or sell physical commodities, except that the fund reserves the right to do so in the future.

NOTES

The following Notes should be read in connection with the above-described operating policies. The Notes are not operating policies.

For purposes of investment restriction (8), effecting a short sale will be deemed to not constitute a margin purchase. If a fund is subject to an 80% name test as set forth in its prospectus, the 80% investment policy will be based on the fund’s net assets plus any borrowings for investment purposes. For purposes of determining whether a fund invests at least 80% of its net assets in a particular country or geographic region, the funds use the country assigned to an equity security by MSCI Barra or another unaffiliated third-party data provider, and the funds use the country assigned to a fixed income security by Bloomberg or another unaffiliated third-party data provider. The funds generally follow this same process with respect to the remaining 20% of assets but may occasionally make an exception after assessing various factors relating to a company.

A 30% withholding tax will be imposed on any dividends and redemption proceeds that are paid after December 31, 2012, to: (i) foreign financial institutions, including non-U.S. investment funds, unless they agree to collect and disclose to the IRS information regarding their direct and indirect U.S. account holders; and (ii) certain other foreign entities unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will need to enter into agreements with the IRS stipulating that they will provide the IRS with certain information (including name, address and taxpayer identification number) for direct and indirect U.S. account holders, comply with due diligence procedures with respect to the identification of U.S. accounts, report to the IRS certain information with respect to U.S. accounts maintained, and agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders who fail to provide the required information. Other foreign entities will need to provide the name, address, and taxpayer identification number of each substantial U.S. owner or certifications of no substantial U.S. ownership unless certain exceptions apply.

Blue Chip Growth, Capital Opportunity, Diversified Small-Cap Growth, Financial Services, Global Technology, Health Sciences, High Yield, Institutional High Yield, Media & Telecommunications, Mid-Cap Value, Personal Strategy, Real Estate, Summit Income, Summit Municipal, U.S. Bond Enhanced Index, and Value Funds

Notwithstanding anything in the previously listed fundamental and operating restrictions to the contrary, the funds listed above may invest all of their assets in a single investment company or a series thereof in connection with a “master-feeder” arrangement. Such an investment would be made where the funds (a “Feeder”), and one or more other funds with the same investment objective and program as the funds, sought to accomplish their investment objectives and programs by investing all of their assets in the shares of another investment company (the “Master”). The Master would, in turn, have the same investment objective and program as the funds. The funds would invest in this manner in an effort to achieve the economies of scale

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associated with having a Master fund make investments in portfolio companies on behalf of a number of Feeder funds.

Foreign Investments

In addition to the restrictions previously described, some foreign countries limit, or prohibit, all direct foreign investment in the securities of their companies. However, P-notes may sometimes be used to gain access to these markets. In addition, the governments of some countries have authorized the organization of investment funds to permit indirect foreign investment in such securities. For tax purposes, these funds may be known as Passive Foreign Investment Companies. The funds are subject to certain percentage limitations under the 1940 Act relating to the purchase of securities of investment companies, and may be subject to the limitation that no more than 10% of the value of the fund’s total assets may be invested in such securities.

Retirement and Spectrum Funds

There is no limit on the amount the RDFs, and TRFs, and Spectrum Funds may own of the total outstanding voting securities of other Price Funds. The funds, in accordance with their prospectuses, may invest more than 5% of their total assets in any one or more of the Price Funds. The funds may invest more than 10% of their total assets, collectively, in registered investment companies within the T. Rowe Price family of funds.

CUSTODIAN

State Street Bank and Trust Company is the custodian for the funds’ U.S. securities and cash, but it does not participate in the funds’ investment decisions. Portfolio securities purchased in the U.S. are maintained in the custody of the bank and may be entered into the Federal Reserve Book Entry System, or the security depository system of the Depository Trust Corporation, or any central depository system allowed by federal law. In addition, funds investing in municipal securities are authorized to maintain certain of their securities, in particular, variable rate demand notes, in uncertificated form, in the proprietary deposit systems of various dealers in municipal securities. State Street Bank’s main office is at 225 Franklin Street, Boston, Massachusetts 02110. State Street Bank maintains shares of the Retirement and Spectrum Funds in the book entry system of the funds’ transfer agent, T. Rowe Price Services, Inc.

All funds that can invest in foreign securities have entered into a Custodian Agreement with JPMorgan Chase Bank, London, pursuant to which portfolio securities which are purchased outside the United States are maintained in the custody of various foreign branches of JPMorgan Chase Bank and such other custodians, including foreign banks and foreign securities depositories as are approved in accordance with regulations under the 1940 Act. The address for JPMorgan Chase Bank, London is Woolgate House, Coleman Street, London, EC2P 2HD, England.

CODE OF ETHICS

The funds, their investment adviser and investment sub-adviser, if applicable, (T. Rowe Price, T. Rowe Price International, Price Hong Kong, or Price Singapore), and their principal underwriter (T. Rowe Price Investment Services) have a written Code of Ethics and Conduct which requires persons with access to investment information (“Access Persons”) to obtain prior clearance before engaging in most personal securities transactions. Transactions must be executed within three business days of their clearance. In addition, all Access Persons must report their personal securities transactions within 30 days after the end of the calendar quarter. Aside from certain limited transactions involving securities in certain issuers with high trading volumes, Access Persons are typically not permitted to effect transactions in a security if: there are pending client orders in the security; the security has been purchased or sold by a client within seven calendar days; the security is being considered for purchase for a client; a change has occurred in T. Rowe Price’s rating of the security within seven calendar days prior to the date of the proposed transaction; or the security is

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subject to internal trading restrictions. In addition, Access Persons are prohibited from profiting from short-term trading (e.g., purchases and sales involving the same security within 60 days). Any person becoming an Access Person must file a statement of personal securities holdings within 10 days of this date. All Access Persons are required to file an annual statement with respect to their personal securities holdings. Any material violation of the Code of Ethics is reported to the Boards of the funds. The Boards also review the administration of the Code of Ethics on an annual basis.

DISCLOSURE OF FUND PORTFOLIO INFORMATION

Each fund’s portfolio holdings are disclosed on a regular basis in its semiannual and annual reports to shareholders as well as Form N-Q which is filed with the SEC within 60 days of a fund’s first and third fiscal quarter-end. In addition, the funds’ Boards have adopted policies and procedures with respect to the disclosure of the funds’ portfolio securities and the disclosure of portfolio commentary and statistical information about the funds’ portfolios and their securities. The policy on the general manner in which the funds’ portfolio securities are disclosed is set forth in the funds’ prospectuses. In addition, portfolio holdings with respect to periods prior to the most recent quarter-end may be disclosed upon request, subject to the sole discretion of T. Rowe Price.

This SAI sets forth details of the funds’ policy on portfolio holdings disclosure as well as the funds’ policy on disclosing information about the funds’ portfolios. In adopting the policies, the Boards of the funds took into account the views of the equity, fixed income and/or international steering committees of the funds’ investment advisers on what information should be disclosed and when and to whom it should be disclosed. The steering committees have oversight responsibilities for managing the T. Rowe Price funds. Each steering committee is comprised of senior investment management personnel of T. Rowe Price, T. Rowe Price International, Price Hong Kong, and/or Price Singapore. Each committee as a whole determines the funds’ policy on the disclosure of portfolio holdings and related information. The funds’ Boards believe the policies they have adopted are in the best interests of the funds and that they strike an appropriate balance between the desire of some persons for information about the funds’ portfolios and the need to protect the funds from potentially harmful disclosures.

From time to time, officers of the funds, the funds’ investment adviser (and investment sub-adviser, if applicable) or the funds’ distributor (collectively “TRP”) may express their views orally or in writing on one or more of the funds’ portfolio securities or may state that the funds have recently purchased or sold one or more securities. Such views and statements may be made to members of the press, shareholders in the funds, persons considering investing in the funds or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers and rating and ranking organizations such as Lipper Inc. and Morningstar, Inc. The nature and content of the views and statements provided to each of these persons may differ. The securities subject to these views and statements may be ones that were purchased or sold since the funds’ most recent quarter-end and therefore may not be reflected on the list of the funds’ most recent quarter-end portfolio holdings disclosed on the website.

Additionally, TRP may provide oral or written information (“portfolio commentary”) about the funds, including, but not limited to, how the funds’ investments are divided among various sectors, industries, countries, value and growth stocks, small-, mid-, and large-cap stocks, and among stocks, bonds, currencies, and cash, types of bonds, bond maturities, bond coupons, and bond credit quality ratings. This portfolio commentary may also include information on how these various weightings and factors contributed to fund performance. TRP may also provide oral or written information (“statistical information”) about various financial characteristics of the funds or their underlying portfolio securities including, but not limited to, alpha, beta, R-squared, duration, maturity, information ratio, Sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth, return on equity, standard deviation, tracking error, weighted average quality, market capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate, portfolio turnover, and risk and style characteristics. This portfolio commentary and statistical information about the funds may be based on the funds’ most recent quarter-end portfolio or on some other

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interim period such as month-end. The portfolio commentary and statistical information may be provided to members of the press, shareholders in the funds, persons considering investing in the funds or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers and rating and ranking organizations. The content and nature of the information provided to each of these persons may differ.

None of the persons described above will receive any of the information described above if, in the sole judgment of TRP, the information could be used in a manner that would be harmful to the funds. The T. Rowe Price Code of Ethics contains a provision to this effect.

TRP also discloses portfolio holdings in connection with the day-to-day operations and management of the funds. Full portfolio holdings are disclosed to the funds’ custodians and auditors. Portfolio holdings are disclosed to the funds’ pricing service vendors and other persons who provide systems or software support in connection with fund operations, including accounting, compliance support, and pricing. Portfolio holdings may also be disclosed to persons assisting the funds in the voting of proxies. In connection with managing the funds, the funds’ investment advisers and investment sub-advisers may use analytical systems provided by third parties who may have access to the funds’ portfolio holdings. In all of these situations, the funds or TRP have entered into an agreement with the outside party under which the party undertakes to maintain the funds’ portfolio holdings on a confidential basis and to refrain from trading on the basis of the information. TRP relies on these non-disclosure agreements in determining that such disclosures are not harmful to the funds. The names of these persons and the services they provide are set forth in the following table under “Fund Service Providers.” The policies and procedures adopted by the funds’ Boards require that any additions to the list of “Fund Service Providers” be approved by specified officers at TRP.

In certain limited situations, the funds may provide portfolio holdings to an institutional client (or its custodian or other agent) when the client is effecting a redemption in-kind from one of the Price Funds and T. Rowe Price believes that such disclosure will not be harmful to the fund. In these situations, T. Rowe Price makes it clear through non-disclosure agreements or other means that the recipient must ensure that the confidential information is used only as necessary to effect the redemption-in-kind, and that the recipient will not trade on the information and will maintain the information in a manner designed to protect against unauthorized access or misuse.

Additionally, when purchasing and selling its securities through broker-dealers, requesting bids on securities, obtaining price quotations on securities as well as in connection with litigation involving the funds’ portfolio securities, the funds may disclose one or more of their securities. The funds have not entered into formal non-disclosure agreements in connection with these situations; however, the funds would not continue to conduct business with a person who TRP believed was misusing the disclosed information.

Fund Service Providers


Service Provider	Service
Algorithmics	Systems Vendor
Barclays Capital	Fixed Income Analytics
Bloomberg	Pricing and Data Vendor
Broadridge	Printing and Mailing Vendor
Broadridge Systems	Systems Vendor
SAP	Systems Vendor
Charles River	Systems Vendor
Citigroup	Fixed Income Analytics
COR-FS Ltd.	Systems Vendor
DG3	Typesetting Vendor
DST Global Solutions	Systems Vendor
DST Brokerage Solutions	Systems Vendor

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Service Provider	Service
DTC LoanSERV	Bank Debt Reconciliation Vendor
Eagle	Systems Vendor
FactSet	Systems Vendor
Finix Business Strategies	Consultant
Fiserv	Systems Vendor
Interactive Data	Pricing and Systems Vendor
Investor Tools, Inc.	Fixed Income Analytics
ITG, Inc.	Pricing and Systems Vendor
JPMorgan Chase	Custodian and Securities Lending Agent
JW Boarman	Printing Vendor
Lend Amend	Bank Debt Amendment Data Provider and Service
Markit WSO Corporation	Pricing and Systems Vendor
McArdle Printing Company	Printing and Mailing Vendor
Omgeo LLC	Systems Vendor
Portware, LLC	Systems Vendor
PricewaterhouseCoopers LLP	Independent Registered Public Accounting Firm
ISS	Proxy and Systems Vendor
RR Donnelley	Systems, Printing, and Mailing Vendor
Serena	Systems Vendor
SmartStream Technologies	Systems Vendor
Standard & Poor’s	Pricing Vendor
State Street Bank	Custodian and Securities Lending Agent
Sybase Inc.	Systems Vendor
Thomson Reuters	Pricing Vendor
TriOptima	Derivatives Reconciliation Systems Vendor
WCI Consulting	Systems Vendor
Wilshire	Systems Vendor

PRICING OF SECURITIES

All Price Funds (except Money Funds and Fund-of-Funds)

Equity securities listed or regularly traded on a securities exchange or in the 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, except for OTC Bulletin Board securities, which are valued at the mean of the latest 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 latest bid and asked prices for domestic securities and the last quoted sale price for international securities.

Debt securities are generally traded in the OTC market. Securities with remaining maturities of one year or more at the time of acquisition are valued using prices furnished by dealers who make markets in such securities or by an independent pricing service, which considers the yield or price of bonds of comparable

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quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Securities with remaining maturities of less than one year at the time of acquisition generally use amortized cost in local currency to approximate fair value. However, if amortized cost is deemed not to reflect fair value or the fund holds a significant amount of such securities with remaining maturities of more than 60 days, the securities are valued at prices furnished by dealers who make markets in such securities, or by an independent pricing service.

Investments in mutual funds are valued at the mutual fund’s closing net asset value per share on the day of valuation. Purchased and written listed options, and OTC options with a listed equivalent, are valued at the mean of the closing bid and asked prices. Exchange-traded options on futures contracts are valued at the closing settlement prices. Foreign currency forward contracts are valued using the prevailing forward exchange rate. Financial futures contracts are valued at closing settlement prices. Swaps are valued at prices furnished by independent swap dealers or by an independent pricing service.

Price Funds Investing in Foreign Securities

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 quoted by a major bank. Purchases and sales of securities, income, and expenses are translated into U.S. dollars at the prevailing exchange rate on the date of the transaction.

Trading in the portfolio securities of the funds may take place in various foreign markets on certain days (such as Saturday) when the funds are not open for business and do not calculate their net asset value. As a result, net asset values may be significantly affected by trading on days when shareholders cannot make transactions. In addition, trading in the funds’ portfolio securities may not occur on days when the funds are open.

If a fund determines that developments between the close of a foreign market and the close of the NYSE, normally 4 p.m. ET, will, in its judgment, materially affect the value of some or all of its portfolio securities, that fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of the close of the NYSE. The fund uses outside pricing services to provide it with quoted prices and information to evaluate and/or adjust those prices. As a means of evaluating its security valuation process, the fund routinely compares closing prices, the next day’s opening prices in the same markets, and adjusted prices.

Money Funds

Securities are currently valued at amortized cost in accordance with Rule 2a-7 under the 1940 Act. However, proposed amendments to Rule 2a-7, if adopted, could result in the elimination of the use of amortized cost when valuing securities maturing in more than 60 days.

Fund-of-Funds

Investments in the underlying Price Funds held by each fund are valued at their closing net asset value per share on the day of valuation.

All Price Funds

The values assigned to private placements and other restricted securities, and to those investments for which the valuation procedures previously described are inappropriate, are stated at fair value as determined in good faith by the T. Rowe Price Valuation Committee (the “Valuation Committee”). The Valuation Committee has been established by the funds’ Board of Directors 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 regularly makes good faith judgments to establish and adjust the fair valuations of certain securities as events occur and circumstances warrant. For instance, in determining the fair value of an equity investment with limited market activity, such as a private placement or a thinly traded public company stock, the Valuation Committee considers a variety of factors, which may include, but are not limited to, the issuer’s business prospects, its financial standing and performance, recent investment transactions in the issuer, new rounds of financing, negotiated transactions of significant size between other investors in the company, relevant market valuations of peer companies, strategic events affecting the company, market liquidity for the

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issuer, and general economic conditions and events. In consultation with the investment and pricing teams, the Valuation Committee will determine an appropriate valuation technique based on available information, which may include both observable and unobservable inputs. 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; 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 issue. 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.

NET ASSET VALUE PER SHARE

The purchase and redemption price of the funds’ shares is equal to the funds’ net asset value per share or share price. The funds determine their net asset value per share by subtracting their liabilities (including accrued expenses and dividends payable) from their total assets (the market value of the securities the funds hold plus cash and other assets, including income accrued but not yet received) and dividing the result by the total number of shares outstanding. The net asset value per share of the funds is calculated as of the close of trading on the NYSE, normally 4 p.m. ET every day the NYSE is open for trading.

Determination of net asset value (and the offering, sale, redemption, and purchase of shares) for the funds may be suspended at times (a) during which the NYSE is closed, other than customary weekend and holiday closings, (b) during which trading on the NYSE is restricted, (c) during which an emergency exists as a result of which disposal by the funds of securities owned by them is not reasonably practicable or it is not reasonably practicable for the funds fairly to determine the value of their net assets, or (d) during which a governmental body having jurisdiction over the funds may by order permit such a suspension for the protection of the funds’ shareholders, provided that applicable rules and regulations of the SEC (or any succeeding governmental authority) shall govern as to whether the conditions prescribed in (b), (c), or (d) exist. Under certain limited conditions, a money fund may accept and process purchase and redemption orders during times that the NYSE is not open for trading.

Money Funds

Maintenance of Money Funds’ Net Asset Value per Share at $1.00

It is the policy of the funds to attempt to maintain a net asset value of $1.00 per share by using the amortized cost method of valuation permitted by Rule 2a-7 under the 1940 Act. Under this method, securities are valued by reference to the funds’ acquisition costs as adjusted for amortization of premium or accumulation of discount, rather than by reference to their market value. Under Rule 2a-7:

(a) The Boards must establish written procedures reasonably designed, taking into account current market conditions and the funds’ investment objectives, to stabilize the funds’ net asset value per share, as computed for the purpose of distribution, redemption, and repurchase, at a single value;

(b) The funds must (i) maintain a dollar-weighted average portfolio maturity appropriate to their objective of maintaining a stable price per share; (ii) not purchase any instrument with a remaining maturity greater than 397 calendar days, except for certain adjustable rate government securities or other instruments that meet the requirements of Rule 2a-7; (iii) maintain a dollar-weighted average portfolio maturity of 60 days or less; (iv) maintain a dollar-weighted average life of 120 days or less; (v) not acquire any security other than a “weekly liquid asset,” as defined in Rule 2a-7, unless they hold at least 30% of their total assets in weekly liquid assets; and (vi) for the taxable funds, not acquire any security

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other than a “daily liquid asset,” as defined in Rule 2a-7, unless they hold at least 10% of their total assets in daily liquid assets;

(c) The funds must limit their purchase of portfolio instruments, including repurchase agreements, to those U.S. dollar-denominated instruments which the funds’ Boards determine present minimal credit risks and which are eligible securities as defined by Rule 2a-7; and

(d) The Boards must determine that (i) it is in the best interest of the funds and the shareholders to maintain a stable net asset value per share under the amortized cost method; and (ii) the funds will continue to use the amortized cost method only so long as the Boards believe that it fairly reflects the market-based net asset value per share.

Although the funds believe that they will be able to maintain their net asset value at $1.00 per share under most conditions, there can be no absolute assurance that they will be able to do so on a continuous basis. If the funds’ net asset value per share declined, or was expected to decline, below $1.00 (rounded to the nearest one cent), the Boards of the funds might temporarily reduce or suspend dividend payments in an effort to maintain the net asset value at $1.00 per share. As a result of such reduction or suspension of dividends, an investor would receive less income during a given period than if such a reduction or suspension had not taken place. Such action could result in an investor receiving no dividend for the period during which he holds his shares and in his receiving, upon redemption, a price per share lower than that which he paid. On the other hand, if the funds’ net asset value per share were to increase, or were anticipated to increase, above $1.00 (rounded to the nearest one cent), the Boards of the funds might supplement dividends in an effort to maintain the net asset value at $1.00 per share.

The funds may suspend redemptions and payment of redemption proceeds if: the funds’ Board determines that the deviation between a fund’s amortized cost price per share and its market-based net asset value per share may result in material dilution or unfair results; the Board has irrevocably approved the liquidation of the fund; and the fund notifies the SEC of its decision to liquidate prior to suspending redemptions.

Prime Reserve and TRP Reserve Funds

Prime Money Market Securities Defined

Prime money market securities are those which are described as First Tier Securities under Rule 2a-7 of the 1940 Act. These include any security with a remaining maturity of 397 days or less, and adjustable rate government securities with longer maturities but interest rate resets within 397 days, that are rated (or that has been issued by an issuer that is rated with respect to a class of short-term debt obligations, or any security within that class that is comparable in priority and security with the security) by any two nationally recognized statistical rating organizations (NRSROs) (or if only one NRSRO has issued a rating, that NRSRO) in the highest rating category for short-term debt obligations (within which there may be sub-categories). First Tier Securities also include unrated securities comparable in quality to rated securities, as determined by T. Rowe Price under the supervision of the funds’ Boards.

DIVIDENDS AND DISTRIBUTIONS

Unless you elect otherwise, capital gain distributions, final quarterly dividends and annual dividends, if any, will be reinvested on the reinvestment date using the net asset values per share on that date. The reinvestment date normally precedes the payment date by one day, although the exact timing is subject to change and can be as great as 10 days.

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IN-KIND REDEMPTIONS AND PURCHASES

Redemptions In-Kind

Certain Price Funds have filed with the SEC a notice of election under Rule 18f-1 of the 1940 Act. This election permits a fund to effect a redemption in-kind if, in any 90-day period, a shareholder redeems: (i) more than $250,000 from the fund; or (ii) redeems more than 1% of the fund’s net assets. If either of these conditions is met, the fund has the right to pay the difference between the redemption amount and the lesser of these two figures with securities from the fund’s portfolio rather than in cash.

In the unlikely event a shareholder receives an in-kind redemption of portfolio securities from a fund, it would be the responsibility of the shareholder to dispose of the securities. The shareholder would be subject to the risks that the value of the securities could decline prior to their sale, the securities could be difficult to sell, and brokerage fees could be incurred.

The Price Funds may also redeem securities in-kind to certain affiliates according to procedures adopted by the Price Funds’ Boards. The procedures generally require a pro-rata distribution of a fund’s securities subject to certain limited exceptions.

Issuance of Fund Shares for Securities

Transactions involving the issuance of fund shares for securities or assets other than cash will be limited to (1) bona fide reorganizations; (2) statutory mergers; or (3) other acquisitions of portfolio securities that: (a) meet the investment objectives and investment policies of the funds; (b) are generally acquired for investment and not for resale; (c) have a value that is readily ascertainable, which may include securities listed or traded in a recognized U.S. or international exchange or market; and (d) are not illiquid. The securities received in-kind must be deemed by the fund’s portfolio manager to be appropriate, in type and amount, for investment by the fund receiving the securities in light of its investment objectives, investment programs and policies, and its current holdings.

TAX STATUS

The funds intend to qualify as “regulated investment companies” under Subchapter M of the Code.

To be entitled to the special tax benefits applicable to regulated investment companies, the funds will be required to distribute the sum of 90% of their investment company taxable income and 90% of their net tax-exempt income, if any, each year. In order to avoid federal income tax, the funds must distribute all of their investment company taxable income and realized long-term capital gains for each fiscal year within 12 months after the end of the fiscal year. To avoid federal excise tax, the funds must declare dividends by December 31 of each year equal to at least 98% of ordinary income (as of December 31) and 98.2% of capital gains (as of October 31) and distribute such amounts prior to February 1 of the following calendar year. Shareholders are required to include such distributions in their income for federal income tax purposes whether dividends and capital gain distributions are paid in cash or in additional shares.

For individual shareholders, a portion of the funds’ ordinary dividends representing “qualified dividend income” may be subject to tax at the lower rate applicable to long-term capital gains, rather than ordinary income. “Qualified dividend income” is composed of certain dividends received from domestic and qualified foreign corporations. It excludes dividends representing payments in lieu of dividends related to loaned securities, dividends received on certain hedged positions, dividends on non-qualified foreign corporations, and dividends on stocks the funds have not held for more than 60 days during the 121-day period beginning 60 days before the stock became ex-dividend (90 and 181 days for certain preferred stock). Individual shareholders can only apply the lower rate to the qualified portion of the funds’ dividends if they have held the shares in the funds on which the dividends were paid for the holding period surrounding the ex-dividend

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date of the funds’ dividends. Little, if any, of the ordinary dividends paid by the Global Real Estate or Real Estate Funds, is expected to qualify for this lower rate.

For corporate shareholders, a portion of the funds’ ordinary dividends may be eligible for the 70% deduction for dividends received by corporations to the extent the funds’ income consists of dividends paid by U.S. corporations. This deduction does not include dividends representing payments in lieu of dividends related to loaned securities, dividends received on certain hedged positions, dividends received from certain foreign corporations, and dividends on stocks the funds have not held for more than 45 days during the 90-day period beginning 45 days before the stock became ex-dividend (90 and 180 days for certain preferred stock). Corporate shareholders can only apply the lower rate to the qualified portion of the funds’ dividends if they have held the shares in the funds on which the dividends were paid for the holding period surrounding the ex-dividend date of the funds’ dividends. Little, if any, of the ordinary dividends paid by the international equity funds (and the global funds that hold significant non-U.S. securities) or the bond and money funds is expected to qualify for this deduction. Long-term capital gain distributions paid by the funds are not eligible for the dividends-received deduction.

The funds may treat a portion of amounts paid to redeem shares as a distribution of investment company taxable income and realized capital gains that are reflected in net asset value. This practice, commonly referred to as “equalization,” has no effect on redeeming shareholders or a fund’s total return, and reduces the amounts that would otherwise be required to be paid as taxable dividends to the remaining shareholders. Because of uncertainties related to some of the technical issues relating to computing the amount of equalization, it is possible that the IRS could challenge the funds’ equalization methodology or calculations, and any such challenge could result in additional tax, interest, or penalties to be paid by the funds.

At the time of your purchase of shares (except in Money Funds), the funds’ net asset value may reflect undistributed income, capital gains, or net unrealized appreciation of securities held by the funds. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable as either dividend or capital gain distributions. The funds may be able to reduce the amount of such distributions by utilizing their capital loss carry-overs, if any. For federal income tax purposes, the funds are permitted to carry forward any net realized capital losses for eight years for any such losses incurred in taxable years beginning on or before December 22, 2010, or indefinitely for any such losses incurred in taxable years beginning after December 22, 2010, and use such losses, subject to applicable limitations, to offset net capital gains up to the amount of such losses without being required to pay taxes on, or distribute, such gains.

However, the amount of capital losses that can be carried forward and used in any single year may be limited if a fund experiences an “ownership change” within the meaning of Section 382 of the Code. An ownership change generally results when the shareholders owning 5% or more of the fund increase their aggregate holdings by more than 50 percentage points over a three-year period. An ownership change could result in capital loss carry-overs from taxable years beginning on or before December 22, 2010, to expire unused, thereby reducing a fund’s ability to offset capital gains with those losses. Capital loss carry-overs generated in years beginning after December 22, 2010, are also subject to the ownership change limitation but will not expire. An increase in the amount of taxable gains distributed to a fund’s shareholders could result from an ownership change. The Price Funds undertake no obligation to avoid or prevent an ownership change, which can occur in the normal course of shareholder purchases and redemptions. Moreover, because of circumstances beyond a fund’s control, there can be no assurance that a fund will not experience, or has not already experienced, an ownership change.

If, in any taxable year, a fund does not qualify as a regulated investment company under the Code: (1) the fund would be taxed at the normal corporate rates on the entire amount of its taxable income, if any, without a deduction for dividends or other distributions to shareholders; (2) the fund’s distributions, to the extent made out of the fund’s current or accumulated earnings and profits, would be taxable to shareholders as ordinary dividends regardless of whether they would otherwise have been considered capital gain dividends; (3) the fund may qualify for the 70% deduction for dividends received by corporations; and (4) foreign tax credits would not “pass through” to shareholders. A fund may avoid losing its qualification as a regulated investment company under certain circumstances by using remedies provided in recent legislation, but such remedies may still result in a significant tax penalty to the fund.

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Beginning in 2013, a 3.8% net investment income tax is imposed on net investment income, including interest, dividends, and capital gain, of U.S. individuals with income exceeding $200,000 (or $250,000 if married filing jointly), and of estates and trusts.

Taxation of Foreign Shareholders

Foreign shareholders may be subject to U.S. tax on the sale of shares in any fund, or on distributions of ordinary income and/or capital gains realized by a fund, depending on a number of factors, including the foreign shareholder’s country of tax residence, its other U.S. operations (if any), and the nature of the distribution received. Foreign shareholders should consult their own tax adviser to determine the precise U.S. and local tax consequences to an investment in any fund.

A 30% withholding tax will be imposed on all or a portion of any dividends paid after June 30, 2014, and redemption proceeds paid after December 31, 2016, to: (i) foreign financial institutions, including non-U.S. investment funds and trusts, unless they agree to collect and disclose to the IRS, or in certain cases to their country of residence, information regarding their direct and indirect U.S. account holders or are exempt from these requirements and certify as such; and (ii) certain other foreign entities unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding, non-exempt foreign financial institutions will need to enter into agreements with the IRS (unless resident in a country that provides for an alternative regime through an Intergovernmental Agreement with the U.S). stipulating that they will provide the IRS with certain information (including name, address and taxpayer identification number) for direct and indirect U.S. account holders, comply with due diligence procedures with respect to the identification of U.S. accounts, report to the IRS certain information with respect to U.S. accounts maintained, and agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders who fail to provide the required information. Other foreign entities will need to provide the name, address, and taxpayer identification number of each substantial U.S. owner or certifications of no substantial U.S. ownership unless certain exceptions apply.

Retirement and Spectrum Funds

Distributions by the underlying Price Funds, redemptions of shares in the underlying Price Funds, and changes in asset allocations may result in taxable distributions of ordinary income or capital gains. In addition, the funds will generally not be able to currently offset gains realized by one underlying Price Fund in which the funds invest against losses realized by another underlying Price Fund. These factors could affect the amount, timing, and character of distributions to shareholders.

State Tax-Free and Tax-Free Funds

The funds anticipate that substantially all of the dividends to be paid by each fund will be exempt from federal income taxes. It is possible that a portion of the funds’ dividends is not exempt from federal income taxes. You will receive a Form 1099-DIV, or other IRS forms, as required, reporting the taxability of all dividends. The funds will also advise you of the percentage of your dividends, if any, which should be included in the computation of the alternative minimum tax. Social Security recipients who receive income dividends from tax-free funds may have to pay taxes on a portion of their Social Security benefits.

Because the income dividends of the funds are expected to be derived from tax-exempt interest on municipal securities, any interest on money you borrow that is directly or indirectly used to purchase fund shares is not deductible. Further, entities or persons that are “substantial users” (or persons related to “substantial users”) of facilities financed by industrial development bonds should consult their tax advisers before purchasing shares of these funds. The income from such bonds may not be tax-exempt for such substantial users.

Foreign Income Taxes

Income received by the funds from sources within various foreign countries may be subject to foreign income taxes. Under the Code, if more than 50% of the value of the funds’ total assets at the close of the taxable year comprises securities issued by foreign corporations or governments, the funds may file an election to “pass through” to the funds’ shareholders any eligible foreign income taxes paid by the funds. Certain funds of funds may also be able to pass through foreign taxes paid by other mutual funds in which they are invested if at least 50% of the value of the funds’ total assets at the end of each fiscal quarter comprises interests in such

263

regulated investment companies. There can be no assurance that the funds will be able to do so. Pursuant to this election, shareholders will be required to: (1) include in gross income, even though not actually received, their pro-rata share of foreign income taxes paid by the funds; (2) treat their pro-rata share of foreign income taxes as paid by them; and (3) either deduct their pro-rata share of foreign income taxes in computing their taxable income, or use it as a foreign tax credit against U.S. income taxes subject to certain limitations (but not both). A deduction for foreign income taxes may only be claimed by a shareholder who itemizes deductions.

Foreign Currency Gains and Losses

Foreign currency gains and losses, including the portion of gain or loss on the sale of debt securities attributable to foreign exchange rate fluctuations, are taxable as ordinary income. If the net effect of these transactions is a gain, the ordinary income dividend paid by the funds will be increased. If the result is a loss, the ordinary income dividend paid by the funds will be decreased, or, to the extent such dividend has already been paid, it may be classified as a return of capital. Adjustments to reflect these gains and losses will be made at the end of the funds’ taxable year.

Passive Foreign Investment Companies

The funds may purchase, directly or indirectly, the securities of certain foreign investment funds or trusts, called “passive foreign investment companies” for U.S. tax purposes. Sometimes such investments are the only or primary way to invest in companies in certain countries. Some or all of the capital gains on the sale of such holdings may be considered ordinary income regardless of how long the funds held the investment. In addition, the funds may be subject to corporate income tax and/or an interest charge on certain dividends and capital gains earned from these investments, regardless of whether such income and gains are distributed to shareholders.

To avoid such tax and/or interest, the funds may treat these securities, when possible, as sold on the last day of each of their fiscal years and to recognize any gains for tax purposes at that time; deductions for losses may be allowable only to the extent of any gains resulting from these deemed sales in prior taxable years. Such gains and losses will be treated as ordinary income or losses. The funds will be required to distribute any resulting income, even though they have not sold the security and received cash to pay such distributions.

Investing in Mortgage Entities

Special tax rules may apply to the funds’ investments in entities which invest in or finance mortgage debt. Such investments include residual interests in Real Estate Mortgage Investment Conduits and interests in a REIT which qualifies as a taxable mortgage pool under the Code or has a qualified REIT subsidiary that is a taxable mortgage pool under the Code. Although it is the practice of the funds not to make such investments, there is no guarantee that the funds will be able to sustain this practice or avoid an inadvertent investment.

Such investments may result in the funds receiving excess inclusion income (“EII”) in which case a portion of its distributions will be characterized as EII and shareholders receiving such distributions, including shares held through nominee accounts, will be deemed to have received EII. This can result in the funds being required to pay tax on the portion allocated to disqualified organizations: certain cooperatives, agencies or instrumentalities of a government or international organization, and tax-exempt organizations that are not subject to tax on unrelated business taxable income. In addition, such amounts will be treated as unrelated business taxable income to tax-exempt organizations that are not disqualified organizations, and will be subject to a 30% withholding tax for shareholders who are not U.S. persons, notwithstanding any exemptions or rate reductions in any relevant tax treaties.

264

CAPITAL STOCK (MARYLAND CORPORATIONS)

All funds except Capital Appreciation, Equity Income, GNMA, and New America Growth Funds, and California Tax-Free Income Trust and State Tax-Free Income Trust

All of the funds, other than those listed immediately above, are organized as Maryland corporations (“Corporations”) or series thereof. The funds’ Charters authorize the Boards to classify and reclassify any and all shares which are then unissued, including unissued shares of capital stock into any number of classes or series; each class or series consisting of such number of shares and having such designations, such powers, preferences, rights, qualifications, limitations, and restrictions as shall be determined by the Boards subject to the 1940 Act and other applicable law. The shares of any such additional classes or series might therefore differ from the shares of the present class and series of capital stock and from each other as to preferences, conversions, or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption, subject to applicable law, and might thus be superior or inferior to the capital stock or to other classes or series in various characteristics. The Boards may increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the funds have authorized to issue without shareholder approval.

Except to the extent that the funds’ Boards might provide that holders of shares of a particular class are entitled to vote as a class on specified matters presented for a vote of the holders of all shares entitled to vote on such matters, there would be no right of class vote unless and to the extent that such a right might be construed to exist under Maryland law. The directors have provided that as to any matter with respect to which a separate vote of any class is required by the 1940 Act, such requirement as to a separate vote by that class shall apply in lieu of any voting requirements established by the Maryland General Corporation Law. Otherwise, holders of each class of capital stock are not entitled to vote as a class on any matter. Accordingly, the preferences, rights, and other characteristics attaching to any class of shares might be altered or eliminated, or the class might be combined with another class or classes, by action approved by the vote of the holders of a majority of all the shares of all classes entitled to be voted on the proposal, without any additional right to vote as a class by the holders of the capital stock or of another affected class or classes.

Shareholders are entitled to one vote for each full share held (and fractional votes for fractional shares held) and will vote in the election of or removal of directors (to the extent hereinafter provided) and on other matters submitted to the vote of shareholders. There will normally be no meetings of shareholders for the purpose of electing directors unless and until such time as less than a majority of the directors holding office have been elected by shareholders, at which time the directors then in office will call a shareholders’ meeting for the election of directors. Except as set forth above, the directors shall continue to hold office and may appoint successor directors. Voting rights are not cumulative, so that the holders of more than 50% of the shares voting in the election of directors can, if they choose to do so, elect all the directors of the funds, in which event the holders of the remaining shares will be unable to elect any person as a director. As set forth in the By-Laws of the Corporations, a special meeting of shareholders of the Corporations shall be called by the secretary of the Corporations on the written request of shareholders entitled to cast (a) in the case of a meeting for the purpose of removing a director, at least ten (10) percent and (b) in the case of a meeting for any other purpose, at least 25 percent, in each case of all the votes entitled to be cast at such meeting, provided that any such request shall state the purpose or purposes of the meeting and the matters proposed to be acted on. Shareholders requesting such a meeting must pay to the Corporations the reasonably estimated costs of preparing and mailing the notice of the meeting. The Corporations, however, will otherwise assist the shareholders seeking to hold the special meeting in communicating to the other shareholders of the Corporations to the extent required by Section 16(c) of the 1940 Act.

The series (and classes) set forth in the following table have been established by the Boards under the Articles of Incorporation of the indicated Corporations. Each series represents a separate pool of assets of the Corporations’ shares and has different objectives and investment policies. Maryland law provides that the debts, liabilities, obligations, and expenses incurred with respect to a particular series or class are enforceable against the assets associated with that series or class only. The Articles of Incorporation also provide that the Boards may issue additional series of shares. Each share of each fund represents an equal proportionate share

265

in that fund with each other share and is entitled to such dividends and distributions of income belonging to that fund as are declared by the directors. In the event of the liquidation of a fund, each share is entitled to a pro-rata share of the net assets of that fund. Classes represent separate shares in the funds but share the same portfolios as the indicated funds. Each fund is registered with the SEC under the 1940 Act as an open-end management investment company, commonly known as a “mutual fund.”


Maryland Corporations	Year of Inception
T. Rowe Price Balanced Fund, Inc. (fund)	1939
T. Rowe Price Blue Chip Growth Fund, Inc. (fund) T. Rowe Price Blue Chip Growth Fund–Advisor Class (class) T. Rowe Price Blue Chip Growth Fund–R Class (class)	1993 2000 2002
T. Rowe Price Capital Opportunity Fund, Inc. (fund) T. Rowe Price Capital Opportunity Fund–Advisor Class (class) T. Rowe Price Capital Opportunity Fund–R Class (class)	1994 2004 2004
T. Rowe Price Corporate Income Fund, Inc. (fund)	1995
T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. (fund)	2003
T. Rowe Price Diversified Small-Cap Growth Fund, Inc. (fund)	1997
T. Rowe Price Dividend Growth Fund, Inc. (fund) T. Rowe Price Dividend Growth Fund–Advisor Class (class)	1992 2005
T. Rowe Price Financial Services Fund, Inc. (fund)	1996
T. Rowe Price Floating Rate Fund, Inc. (fund) T. Rowe Price Floating Rate Fund–Advisor Class (class)	2011 2011
T. Rowe Price Global Allocation Fund, Inc. (fund) T. Rowe Price Global Allocation Fund–Advisor Class (class)	2013 2013
T. Rowe Price Global Real Estate Fund, Inc. (fund) T. Rowe Price Global Real Estate Fund–Advisor Class (class)	2008 2008
T. Rowe Price Global Technology Fund, Inc. (fund)	2000
T. Rowe Price Growth & Income Fund, Inc. (fund)	1982
T. Rowe Price Growth Stock Fund, Inc. (fund) T. Rowe Price Growth Stock Fund–Advisor Class (class) T. Rowe Price Growth Stock Fund–R Class (class)	1950 2001 2002
T. Rowe Price Health Sciences Fund, Inc. (fund)	1995
T. Rowe Price High Yield Fund, Inc. (fund) T. Rowe Price High Yield Fund–Advisor Class (class)	1984 2000
T. Rowe Price Index Trust, Inc. (corporation) T. Rowe Price Equity Index 500 Fund (series) T. Rowe Price Extended Equity Market Index Fund (series) T. Rowe Price Total Equity Market Index Fund (series)	1989 1990 1998 1998
T. Rowe Price Inflation Focused Bond Fund, Inc. (fund)	2006
T. Rowe Price Inflation Protected Bond Fund, Inc. (fund)	2002
T. Rowe Price Institutional Equity Funds, Inc. (corporation) T. Rowe Price Institutional Large-Cap Core Growth Fund (series) T. Rowe Price Institutional Large-Cap Growth Fund (series) T. Rowe Price Institutional Large-Cap Value Fund (series) T. Rowe Price Institutional Mid-Cap Equity Growth Fund (series) T. Rowe Price Institutional Small-Cap Stock Fund (series) T. Rowe Price Institutional U.S. Structured Research Fund (series)	1996 2003 2001 2000 1996 2000 2007
T. Rowe Price Institutional Income Funds, Inc. (corporation) T. Rowe Price Institutional Core Plus Fund (series) T. Rowe Price Institutional Core Plus Fund–F Class (class) T. Rowe Price Institutional Floating Rate Fund (series) T. Rowe Price Institutional Floating Rate Fund–F Class (class) T. Rowe Price Institutional Global Multi-Sector Bond Fund (series) T. Rowe Price Institutional High Yield Fund (series)	2000 2004 2010 2008 2010 2013 2002

266

Maryland Corporations

Year of Inception

T. Rowe Price Institutional Long Duration Credit Fund (series)

2013

T. Rowe Price Institutional International Funds, Inc. (corporation)

T. Rowe Price Institutional Africa & Middle East Fund (series)

T. Rowe Price Institutional Concentrated International Equity Fund (series)

T. Rowe Price Institutional Emerging Markets Bond Fund (series)

T. Rowe Price Institutional Emerging Markets Equity Fund (series)

T. Rowe Price Institutional Global Focused Growth Equity Fund (series)

T. Rowe Price Institutional Global Growth Equity Fund (series)

T. Rowe Price Institutional Global Value Equity Fund (series)

T. Rowe Price Institutional International Bond Fund (series)

T. Rowe Price Institutional International Core Equity Fund (series)

T. Rowe Price Institutional International Growth Equity Fund (series)

1989

2008

2010

2006

2002

2006

2008

2012

2007

2010

1989

T. Rowe Price International Funds, Inc. (corporation)

T. Rowe Price Africa & Middle East Fund (series)

T. Rowe Price Emerging Europe Fund (series)

T. Rowe Price Emerging Markets Bond Fund (series)

T. Rowe Price Emerging Markets Corporate Bond Fund (series)

T. Rowe Price Emerging Markets Corporate Bond Fund –Advisor Class (class)

T. Rowe Price Emerging Markets Local Currency Bond Fund (series)

T. Rowe Price Emerging Markets Local Currency Bond Fund –Advisor Class (class)

T. Rowe Price Emerging Markets Stock Fund (series)

T. Rowe Price European Stock Fund (series)

T. Rowe Price Global Growth Stock Fund (series)

T. Rowe Price Global Growth Stock Fund–Advisor Class (class)

T. Rowe Price Global Industrials Fund (series)

T. Rowe Price Global Infrastructure Fund (series)

T. Rowe Price Global Infrastructure Fund–Advisor Class (class)

T. Rowe Price Global Stock Fund (series)

T. Rowe Price Global Stock Fund–Advisor Class (class)

T. Rowe Price International Bond Fund (series)

T. Rowe Price International Bond Fund–Advisor Class (class)

T. Rowe Price International Discovery Fund (series)

T. Rowe Price International Growth & Income Fund (series)

T. Rowe Price International Growth & Income Fund–Advisor Class (class)

T. Rowe Price International Growth & Income Fund–R Class (class)

T. Rowe Price International Stock Fund (series)

T. Rowe Price International Stock Fund–Advisor Class (class)

T. Rowe Price International Stock Fund–R Class (class)

T. Rowe Price Japan Fund (series)

T. Rowe Price Latin America Fund (series)

T. Rowe Price New Asia Fund (series)

T. Rowe Price Overseas Stock Fund (series)

1979

2007

2000

1994

2012

2011

1995

1990

2008

2013

2010

1995

2006

1986

2000

1988

1998

2002

1980

2000

2002

1991

1993

1990

2006

T. Rowe Price International Index Fund, Inc. (corporation)

T. Rowe Price International Equity Index Fund (series)

2000

T. Rowe Price Media & Telecommunications Fund, Inc. (fund)

1993

T. Rowe Price Mid-Cap Growth Fund, Inc. (fund)

T. Rowe Price Mid-Cap Growth Fund–Advisor Class (class)

T. Rowe Price Mid-Cap Growth Fund–R Class (class)

1992

2000

2002

T. Rowe Price Mid-Cap Value Fund, Inc. (fund)

T. Rowe Price Mid-Cap Value Fund–Advisor Class (class)

T. Rowe Price Mid-Cap Value Fund–R Class (class)

1996

2002

T. Rowe Price Multi-Sector Account Portfolios, Inc. (corporation)

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

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

T. Rowe Price Floating Rate Multi-Sector Account Portfolio (series)

T. Rowe Price High Yield Multi-Sector Account Portfolio (series)

2011

2012

267


Maryland Corporations	Year of Inception
T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio (series) T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio (series)	2012 2012
T. Rowe Price New Era Fund, Inc. (fund)	1969
T. Rowe Price New Horizons Fund, Inc. (fund)	1960
T. Rowe Price New Income Fund, Inc. (fund) T. Rowe Price New Income Fund–Advisor Class (class) T. Rowe Price New Income Fund–R Class (class)	1973 2002 2002
T. Rowe Price Personal Strategy Funds, Inc. (corporation) T. Rowe Price Personal Strategy Balanced Fund (series) T. Rowe Price Personal Strategy Growth Fund (series) T. Rowe Price Personal Strategy Income Fund (series)	1994 1994 1994 1994
T. Rowe Price Prime Reserve Fund, Inc. (fund)	1976
T. Rowe Price Real Assets Fund, Inc. (fund)	2010
T. Rowe Price Real Estate Fund, Inc. (fund) T. Rowe Price Real Estate Fund–Advisor Class (class)	1997 2004
T. Rowe Price Reserve Investment Funds, Inc. (corporation) T. Rowe Price Government Reserve Investment Fund (series) T. Rowe Price Reserve Investment Fund (series) T. Rowe Price Short-Term Government Reserve Fund (series) T. Rowe Price Short-Term Reserve Fund (series)	1997 1997 1997 2013 2013
T. Rowe Price Retirement Funds, Inc. (corporation) T. Rowe Price Retirement 2005 Fund (series) T. Rowe Price Retirement 2005 Fund–Advisor Class (class) T. Rowe Price Retirement 2005 Fund–R Class (class) T. Rowe Price Retirement 2010 Fund (series) T. Rowe Price Retirement 2010 Fund–Advisor Class (class) T. Rowe Price Retirement 2010 Fund–R Class (class) T. Rowe Price Retirement 2015 Fund (series) T. Rowe Price Retirement 2015 Fund–Advisor Class (class) T. Rowe Price Retirement 2015 Fund–R Class (class) T. Rowe Price Retirement 2020 Fund (series) T. Rowe Price Retirement 2020 Fund–Advisor Class (class) T. Rowe Price Retirement 2020 Fund–R Class (class) T. Rowe Price Retirement 2025 Fund (series) T. Rowe Price Retirement 2025 Fund–Advisor Class (class) T. Rowe Price Retirement 2025 Fund–R Class (class) T. Rowe Price Retirement 2030 Fund (series) T. Rowe Price Retirement 2030 Fund–Advisor Class (class) T. Rowe Price Retirement 2030 Fund–R Class (class) T. Rowe Price Retirement 2035 Fund (series) T. Rowe Price Retirement 2035 Fund–Advisor Class (class) T. Rowe Price Retirement 2035 Fund–R Class (class) T. Rowe Price Retirement 2040 Fund (series) T. Rowe Price Retirement 2040 Fund–Advisor Class (class) T. Rowe Price Retirement 2040 Fund–R Class (class) T. Rowe Price Retirement 2045 Fund (series) T. Rowe Price Retirement 2045 Fund–Advisor Class (class) T. Rowe Price Retirement 2045 Fund–R Class (class) T. Rowe Price Retirement 2050 Fund (series) T. Rowe Price Retirement 2050 Fund–Advisor Class (class) T. Rowe Price Retirement 2050 Fund–R Class (class) T. Rowe Price Retirement 2055 Fund (series) T. Rowe Price Retirement 2055 Fund–Advisor Class (class) T. Rowe Price Retirement 2055 Fund–R Class (class) T. Rowe Price Retirement Income Fund (series)	2002 2004 2007 2007 2002 2003 2003 2004 2007 2007 2002 2003 2003 2004 2007 2007 2002 2003 2003 2004 2007 2007 2002 2003 2003 2005 2007 2007 2006 2006 2006 2006 2007 2007 2002

268

Maryland Corporations

Year of Inception

T. Rowe Price Retirement Income Fund–Advisor Class (class)

T. Rowe Price Retirement Income Fund–R Class (class)

T. Rowe Price Target Retirement 2005 Fund (series)

T. Rowe Price Target Retirement 2005 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2010 Fund (series)

T. Rowe Price Target Retirement 2010 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2015 Fund (series)

T. Rowe Price Target Retirement 2015 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2020 Fund (series)

T. Rowe Price Target Retirement 2020 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2025 Fund (series)

T. Rowe Price Target Retirement 2025 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2030 Fund (series)

T. Rowe Price Target Retirement 2030 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2035 Fund (series)

T. Rowe Price Target Retirement 2035 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2040 Fund (series)

T. Rowe Price Target Retirement 2040 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2045 Fund (series)

T. Rowe Price Target Retirement 2045 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2050 Fund (series)

T. Rowe Price Target Retirement 2050 Fund–Advisor Class (class)

T. Rowe Price Target Retirement 2055 Fund (series)

T. Rowe Price Target Retirement 2055 Fund–Advisor Class (class)

2003

2013

T. Rowe Price Science & Technology Fund, Inc. (fund)

T. Rowe Price Science & Technology Fund–Advisor Class (class)

1987

2000

T. Rowe Price Short-Term Bond Fund, Inc. (fund)

T. Rowe Price Short-Term Bond Fund–Advisor Class (class)

T. Rowe Price Ultra Short-Term Bond Fund (series)

1984

2004

2012

T. Rowe Price Small-Cap Stock Fund, Inc. (fund)

T. Rowe Price Small-Cap Stock Fund–Advisor Class (class)

1956

2000

T. Rowe Price Small-Cap Value Fund, Inc. (fund)

T. Rowe Price Small-Cap Value Fund–Advisor Class (class)

1988

2000

T. Rowe Price Spectrum Fund, Inc. (corporation)

Spectrum Growth Fund (series)

Spectrum Income Fund (series)

Spectrum International Fund (series)

1987

1990

1996

T. Rowe Price Strategic Income Fund, Inc. (fund)

T. Rowe Price Strategic Income Fund–Advisor Class (class)

2008

T. Rowe Price Summit Funds, Inc. (corporation)

T. Rowe Price Summit Cash Reserves Fund (series)

T. Rowe Price Summit GNMA Fund (series)

1993

T. Rowe Price Summit Municipal Funds, Inc. (corporation)

T. Rowe Price Summit Municipal Money Market Fund (series)

T. Rowe Price Summit Municipal Intermediate Fund (series)

T. Rowe Price Summit Municipal Intermediate Fund–Advisor Class (class)

T. Rowe Price Summit Municipal Income Fund (series)

T. Rowe Price Summit Municipal Income Fund–Advisor Class (class)

1993

2012

1993

2012

T. Rowe Price Tax-Efficient Funds, Inc. (corporation)

T. Rowe Price Tax-Efficient Equity Fund (series)

1997

2000

T. Rowe Price Tax-Exempt Money Fund, Inc. (fund)

1981

T. Rowe Price Tax-Free High Yield Fund, Inc. (fund)

T. Rowe Price Tax-Free High Yield Fund–Advisor Class (class)

1985

2012

T. Rowe Price Tax-Free Income Fund, Inc. (fund)

T. Rowe Price Tax-Free Income Fund–Advisor Class (class)

1976

2002

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

1983

269

Maryland Corporations

Year of Inception

T. Rowe Price Tax-Free Short-Intermediate Fund–Advisor Class (class)

T. Rowe Price Tax-Free Ultra Short-Term Bond Fund (series)

2012

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

2000

T. Rowe Price U.S. Large-Cap Core Fund, Inc. (fund)

T. Rowe Price U.S. Large-Cap Core Fund–Advisor Class (class)

2009

T. Rowe Price U.S. Treasury Funds, Inc. (corporation)

U.S. Treasury Intermediate Fund (series)

U.S. Treasury Long-Term Fund (series)

U.S. Treasury Money Fund (series)

1989

1982

T. Rowe Price Value Fund, Inc. (fund)

T. Rowe Price Value Fund–Advisor Class (class)

1994

2000

Balanced Fund

On August 31, 1992, the T. Rowe Price Balanced Fund acquired substantially all of the assets of the Axe-Houghton Fund B, a series of Axe-Houghton Funds, Inc. As a result of this acquisition, the SEC requires that the historical performance information of the Balanced Fund be based on the performance of Fund B. Therefore, all performance information of the Balanced Fund prior to September 1, 1992, reflects the performance of Fund B and investment managers other than T. Rowe Price. Performance information after August 31, 1992, reflects the combined assets of the Balanced Fund and Fund B.

Emerging Europe Fund

Effective March 1, 2012, the fund’s name was changed from T. Rowe Price Emerging Europe & Mediterranean Fund to the T. Rowe Price Emerging Europe Fund.

Equity Index 500 Fund

Effective January 30, 1998, the fund’s name was changed from T. Rowe Price Equity Index Fund to the T. Rowe Price Equity Index 500 Fund.

Emerging Markets Corporate Multi-Sector Account Portfolio

Effective July 1, 2013, the fund’s name was changed from the T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio to the T. Rowe Price Emerging Markets Corporate Multi-Sector Account Portfolio.

Global Growth Stock Fund and Global Growth Stock Fund—Advisor Class

Effective November 1, 2013, the funds’ names were changed from T. Rowe Price Global Large-Cap Stock Fund and T. Rowe Price Global Large-Cap Stock Fund—Advisor Class to the T. Rowe Price Global Growth Stock Fund and the T. Rowe Price Global Growth Stock Fund—Advisor Class, respectively.

Inflation Focused Bond Fund

Effective July 7, 2010, the fund’s name was changed from T. Rowe Price Short-Term Income Fund to the T. Rowe Price Inflation Focused Bond Fund.

Institutional Global Focused Growth Equity Fund

Effective November 1, 2013, the fund’s name was changed from T. Rowe Price Institutional Global Equity Fund to the T. Rowe Price Institutional Global Focused Growth Equity Fund.

Institutional Global Growth Equity Fund

Effective November 1, 2013, the fund’s name was changed from T. Rowe Price Institutional Global Large-Cap Equity Fund to the T. Rowe Price Institutional Global Growth Equity Fund.

Institutional International Growth Equity Fund

Effective June 1, 2010, the fund’s name was changed from T. Rowe Price Institutional Foreign Equity Fund to the T. Rowe Price Institutional International Growth Equity Fund.

270

Media & Telecommunications Fund

On July 28, 1997, the fund converted its status from a closed-end fund to an open-end mutual fund. Prior to the conversion, the fund was known as New Age Media Fund, Inc.

Small-Cap Stock Fund

Effective May 1, 1997, the fund’s name was changed from the T. Rowe Price OTC Fund to the T. Rowe Price Small-Cap Stock Fund.

U.S. Bond Enhanced Index Fund

Effective May 6, 2011, the fund’s name was changed from T. Rowe Price U.S. Bond Index Fund to the T. Rowe Price U.S. Bond Enhanced Index Fund.

ORGANIZATION OF THE FUNDS (MASSACHUSETTS BUSINESS TRUSTS)

Capital Appreciation, Equity Income, GNMA, and New America Growth Funds, and California Tax-Free Income Trust and State Tax-Free Income Trust

For tax and business reasons, these funds were organized as Massachusetts business trusts (“Trusts”). Each fund is registered with the SEC under the 1940 Act as an open-end management investment company, commonly known as a “mutual fund.”

The Declaration of Trust permits the Boards to issue an unlimited number of full and fractional shares of a single class. The Declaration of Trust also provides that the Boards may issue additional series or classes of shares. Each share represents an equal proportionate beneficial interest in the funds. In the event of the liquidation of the funds, each share is entitled to a pro-rata share of the net assets of the funds.

Shareholders are entitled to one vote for each full share held (and fractional votes for fractional shares held) and will vote in the election of or removal of trustees (to the extent hereinafter provided) and on other matters submitted to the vote of shareholders. There will normally be no meetings of shareholders for the purpose of electing trustees unless and until such time as less than a majority of the trustees holding office have been elected by shareholders, at which time the trustees then in office will call a shareholders’ meeting for the election of trustees. Pursuant to Section 16(c) of the 1940 Act, holders of record of not less than two-thirds of the outstanding shares of the funds may remove a trustee by a vote cast in person or by proxy at a meeting called for that purpose. Except as set forth above, the trustees shall continue to hold office and may appoint successor trustees. Voting rights are not cumulative, so that the holders of more than 50% of the shares voting in the election of trustees can, if they choose to do so, elect all the trustees of the Trusts, in which event the holders of the remaining shares will be unable to elect any person as a trustee. No amendments may be made to the Declaration of Trust without the affirmative vote of a majority of the outstanding shares of the Trusts.

Shares have no preemptive or conversion rights; the right of redemption and the privilege of exchange are described in the prospectus. Shares are fully paid and nonassessable, except as set forth below. The Trusts may be terminated (i) upon the sale of their assets to another open-end management investment company, if approved by the vote of the holders of two-thirds of the outstanding shares of the Trusts, or (ii) upon liquidation and distribution of the assets of the Trusts, if approved by the vote of the holders of a majority of the outstanding shares of the Trusts. If not so terminated, the Trusts will continue indefinitely.

Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the funds. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the funds and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by the funds or trustees. The Declaration of Trust provides for indemnification from fund property for all losses and expenses of any shareholder held personally liable for the obligations of the funds. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the funds themselves would be unable to meet their obligations, a possibility which T. Rowe Price believes is remote. Upon payment of any liability incurred by the funds, the

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shareholders of the funds paying such liability will be entitled to reimbursement from the general assets of the funds. The trustees intend to conduct the operations of the funds in such a way as to avoid, as far as possible, ultimate liability of the shareholders for liabilities of such funds.

The series and classes set forth in the following table have been established by the Boards under the Declaration of Trust of the indicated trusts.

Massachusetts Business Trusts

Year of Inception

T. Rowe Price California Tax-Free Income Trust (trust)

California Tax-Free Bond Fund (series)

California Tax-Free Money Fund (series)

1986

T. Rowe Price Capital Appreciation Fund (fund)

T. Rowe Price Capital Appreciation Fund–Advisor Class (series)

1986

2004

T. Rowe Price Equity Income Fund (fund)

T. Rowe Price Equity Income Fund–Advisor Class (series)

T. Rowe Price Equity Income Fund–R Class (series)

1985

2000

2002

T. Rowe Price GNMA Fund (fund)

1985

T. Rowe Price New America Growth Fund (fund)

T. Rowe Price New America Growth Fund–Advisor Class (series)

1985

2005

T. Rowe Price State Tax-Free Income Trust (trust)

Georgia Tax-Free Bond Fund (series)

Maryland Short-Term Tax-Free Bond Fund (series)

Maryland Tax-Free Bond Fund (series)

Maryland Tax-Free Money Fund (series)

New Jersey Tax-Free Bond Fund (series)

New York Tax-Free Bond Fund (series)

New York Tax-Free Money Fund (series)

Virginia Tax-Free Bond Fund (series)

1986

1993

1987

2001

1991

1986

1991

PROXY VOTING – PROCESS AND POLICIES

T. Rowe Price recognizes and adheres to the principle that one of the privileges of owning stock in a company is the right to vote on issues submitted to shareholder vote—such as election of directors and important matters affecting a company’s structure and operations. As an investment adviser with a fiduciary responsibility to its clients, T. Rowe Price analyzes the proxy statements of issuers whose stock is owned by the U.S.-registered investment companies that it sponsors and serves as investment adviser. T. Rowe Price also is involved in the proxy process on behalf of its common trusts funds and offshore funds, as well as certain institutional and private counsel clients who have requested such service. For those private counsel clients who have not delegated their voting responsibility but who request advice, T. Rowe Price makes recommendations regarding proxy voting. T. Rowe Price reserves the right to decline to vote proxies in accordance with client-specific voting guidelines.

Proxy Administration

The T. Rowe Price Proxy Committee develops our firm’s positions on all major corporate and social responsibility issues, creates guidelines, and oversees the voting process. The Proxy Committee, composed of portfolio managers, investment operations managers, and internal legal counsel, analyzes proxy policies based on whether they would adversely affect shareholders’ interests and make a company less attractive to own. In evaluating proxy policies each year, the Proxy Committee relies upon our own fundamental research, independent proxy research provided by unaffiliated third parties and information presented by company managements and shareholder groups.

Once the Proxy Committee establishes its recommendations, they are distributed to the firm’s portfolio managers as voting guidelines. Ultimately, the portfolio manager decides how to vote on the proxy proposals

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of companies in his or her portfolio. Because portfolio managers may have differences of opinion on portfolio companies and their proxies, or their portfolios may have different investment objectives, these factors, among others, may lead to different votes between portfolios on the same proxies. When portfolio managers cast votes that are counter to the Proxy Committee’s guidelines, they are required to document their reasons in writing to the Proxy Committee. Annually, the Proxy Committee reviews T. Rowe Price’s proxy voting process, policies, and voting records.

In order to facilitate the proxy voting process, T. Rowe Price has retained Institutional Shareholder Services (“ISS”), an expert in the proxy voting and corporate governance area, to provide proxy advisory and voting services. These services include in-depth research, analysis, and voting recommendations as well as vote execution, reporting, auditing and consulting assistance for the handling of proxy voting responsibility and corporate governance-related efforts. In order to reflect T. Rowe Price’s issue-by-issue voting guidelines as approved each year by the Proxy Committee, ISS maintains and implements a custom voting policy for the Price Funds and other client accounts. While the Proxy Committee relies upon ISS research in establishing T. Rowe Price’s voting guidelines—many of which are consistent with ISS positions—T. Rowe Price deviates from ISS recommendations on some general policy issues and a number of specific proxy proposals.

Fiduciary Considerations

T. Rowe Price’s decisions with respect to proxy issues are made in light of the anticipated impact of the issue on the desirability of investing in the portfolio company. Proxies are voted solely in the interests of the client, Price Fund shareholders or, where employee benefit plan assets are involved, in the interests of plan participants and beneficiaries. Practicalities and costs involved with international investing may make it impossible at times, and at other times disadvantageous, to vote proxies in every instance. For example, we might refrain from voting if we or our agents are required to appear in person at a shareholder meeting or if the exercise of voting rights results in the imposition of trading or other ownership restrictions.

Consideration Given Management Recommendations

One of the primary factors T. Rowe Price considers when determining the desirability of investing in a particular company is the quality and depth of its management. We recognize that a company’s management is entrusted with the day-to-day operations of the company, as well as its long-term direction and strategic planning, subject to the oversight of the company’s board of directors. Accordingly, our proxy voting guidelines are not intended to substitute our judgment for management’s with respect to the company’s day-to-day operations. Rather, our voting guidelines are designed to promote accountability of a company's management and board of directors to its shareholders, to align the interests of management with those of shareholders, and to encourage companies to adopt best practices in terms of their corporate governance. In addition to our voting guidelines, we rely on a company’s disclosures, its board’s recommendations, a company’s track record, country-specific best practices codes, our research providers and, most importantly, our investment professionals’ views, in making voting decisions.

T. Rowe Price Voting Policies

Specific voting guidelines have been established by the Proxy Committee for recurring issues that appear on proxies. The following is a summary of the more significant T. Rowe Price policies:

Election of Directors

For U.S. companies, T. Rowe Price generally supports slates with a majority of independent directors. However, T. Rowe Price may vote against outside directors that do not meet certain criteria relating to their independence, particularly when they serve on key board committees, such as compensation and nominating committees, for which we believe that all directors should be independent. Outside the U.S., we expect companies to adhere to the minimum independence standard established by regional corporate governance codes. At a minimum, however, we believe boards in all regions should include a blend of executive and non-executive members, and we are likely to vote against senior executives at companies without any independent directors. We also vote against directors who are unable to dedicate sufficient time to their board duties due to

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their commitment to other boards. We may vote against certain directors who have served on company boards where we believe there has been a gross failure in governance or oversight. Additionally, we may vote against directors for failing to establish a formal nominating committee and compensation committee members who approve excessive executive compensation or severance arrangements. We support efforts to elect all board members annually because boards with staggered terms act as deterrents to takeover proposals. To strengthen boards’ accountability to shareholders, T. Rowe Price generally supports proposals calling for a majority vote threshold for the election of directors and we may withhold votes from an entire board if they fail to implement shareholder proposals that receive majority support.

Executive Compensation

Our goal is to assure that a company’s equity-based compensation plan is aligned with shareholders’ long-term interests. We evaluate plans on a case-by-case basis, using a proprietary, scorecard-based approach that employs a number of factors, including dilution to shareholders, problematic plan features, burn rate, and the equity compensation mix. Plans that are constructed to effectively and fairly align executives’ and shareholders’ incentives generally earn our approval. Conversely, we oppose compensation packages that provide what we view as excessive awards to few senior executives, contain the potential for excessive dilution relative to the company’s peers, or rely on an inappropriate mix of options and full-value awards. We also may oppose equity plans at any company where we deem the overall compensation practices to be problematic. We generally oppose plans that give a company the ability to reprice options or to grant options at below market prices, unless such plans appropriately balance shareholder and employee interests, and the retention of key personnel has become a genuine risk to the company’s business. For companies with particularly egregious pay practices such as excessive severance packages, executives with outsized pledged/hedged stock positions, executive perks, and bonuses that are not adequately linked to performance, we may vote against compensation committee members. We analyze management proposals requesting ratification of a company’s executive compensation. Finally, we may withhold votes from compensation committee members or even the entire board if we have cast votes against a company’s “Say-on-Pay” vote in consecutive years.

Mergers and Acquisitions

T. Rowe Price considers takeover offers, mergers, and other extraordinary corporate transactions on a case-by-case basis to determine if they are beneficial to shareholders’ current and future earnings stream and to ensure that the Price Funds and our clients are receiving fair compensation in exchange for their investment. We generally oppose proposals for the ratification of executive severance packages (“Say on Golden Parachute” proposals) in conjunction with merger transactions because we believe these arrangements are, by and large, unnecessary, and they reduce the alignment of executives’ incentives with shareholders’ interests.

Anti-takeover, Capital Structure, and Corporate Governance Issues

T. Rowe Price generally opposes anti-takeover measures since they adversely impact shareholder rights and limit the ability of shareholders to act on possible value-enhancing transactions. Such anti-takeover mechanisms include classified boards, supermajority voting requirements, dual share classes and poison pills. We also generally oppose proposals that give management a “blank check” to create new classes of stock with disparate rights and privileges. When voting on capital structure proposals, we will consider the dilutive impact to shareholders and the effect on shareholder rights. We may support shareholder proposals that call for the separation of the Chairman and CEO positions if we determine that insufficient governance safeguards are in place at the company.

Social and Corporate Responsibility Issues

T. Rowe Price generally votes with a company’s management on social, environmental, and corporate responsibility issues unless they have substantial investment implications for the company’s business and operations that have not been adequately addressed by management. T. Rowe Price supports well-targeted shareholder proposals on environmental and other public policy issues that are particularly relevant to a company’s businesses.

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Monitoring and Resolving Conflicts of Interest

The Proxy Committee is also responsible for monitoring and resolving possible material conflicts between the interests of T. Rowe Price and those of its clients with respect to proxy voting. We have adopted safeguards to ensure that our proxy voting is not influenced by interests other than those of our fund shareholders. While membership on the Proxy Committee is diverse, it does not include individuals whose primary duties relate to client relationship management, marketing, or sales. Since our voting guidelines are predetermined by the Proxy Committee using recommendations from RMG, an independent third party, application of the T. Rowe Price guidelines to vote clients’ proxies should in most instances adequately address any possible conflicts of interest. However, for proxy votes inconsistent with T. Rowe Price guidelines, the Proxy Committee reviews all such proxy votes in order to determine whether the portfolio manager’s voting rationale appears reasonable. The Proxy Committee also assesses whether any business or other relationships between T. Rowe Price and a portfolio company could have influenced an inconsistent vote on that company’s proxy. Issues raising possible conflicts of interest are referred to designated members of the Proxy Committee for immediate resolution prior to the time T. Rowe Price casts its vote. With respect to personal conflicts of interest, T. Rowe Price’s Code of Ethics requires all employees to avoid placing themselves in a “compromising position” where their interests may conflict with those of our clients and restricts their ability to engage in certain outside business activities. Portfolio managers or Proxy Committee members with a personal conflict of interest regarding a particular proxy vote must recuse themselves and not participate in the voting decisions with respect to that proxy.

Index, Retirement, and Spectrum Funds

Voting of T. Rowe Price Group, Inc., common stock (sym: TROW) by certain T. Rowe Price index funds will be done in all instances in accordance with T. Rowe Price policy, and votes inconsistent with policy will not be permitted. The Retirement and Spectrum Funds own shares in underlying T. Rowe Price funds. If an underlying T. Rowe Price fund has a shareholder meeting, the Retirement and Spectrum Funds normally would vote their shares in the underlying fund in the same proportion as the votes of the other shareholders of the underlying fund. This is known as “echo voting” and is designed to avoid any potential for a conflict of interest. This same process would be followed with respect to any T. Rowe Price funds owning shares in other T. Rowe Price funds (other than the TRP Reserve Funds).

T. Rowe Price Proxy Vote Disclosure

T. Rowe Price funds make broad disclosure of their proxy votes on troweprice.com and on the SEC’s Internet site at http://www.sec.gov. All funds, regardless of their fiscal years, must file with the SEC by August 31, their proxy voting records for the most recent 12-month period ended June 30.

FEDERAL REGISTRATION OF SHARES

The funds’ shares (except for the TRP Reserve Funds) are registered for sale under the 1933 Act. Registration of the funds’ shares are not required under any state law, but the funds are required to make certain filings with and pay fees to the states in order to sell their shares in the states.

LEGAL COUNSEL

Willkie Farr & Gallagher LLP, whose address is 787 Seventh Avenue, New York, New York 10019, is legal counsel to the funds.

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RATINGS OF COMMERCIAL PAPER

Moody’s Investors Service, Inc. P-1 superior capacity for repayment. P-2 strong capacity for repayment. P-3 acceptable capacity for repayment of short-term promissory obligations.

Standard & Poor’s Corporation A-1 highest category, degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation. A-2 satisfactory capacity to pay principal and interest. A-3 adequate capacity for timely payment, but are more vulnerable to adverse effects of changes in circumstances than higher-rated issues. B and C speculative capacity to pay principal and interest.

Fitch Ratings F-1+ exceptionally strong credit quality, strongest degree of assurance for timely payment. F-1 very strong credit quality. F-2 good credit quality, having a satisfactory degree of assurance for timely payment. F-3 fair credit quality, assurance for timely payment is adequate, but adverse changes could cause the securities to be rated below investment grade.

Moody’s Investors Service, Inc. The rating of Prime-1 is the highest commercial paper rating assigned by Moody’s. Among the factors considered by Moody’s in assigning ratings are the following: valuation of the management of the issuer; economic evaluation of the issuer’s industry or industries and an appraisal of speculative-type risks which may be inherent in certain areas; evaluation of the issuer’s products in relation to competition and customer acceptance; liquidity; amount and quality of long-term debt; trend of earnings over a period of 10 years; financial strength of the parent company and the relationships which exist with the issuer; and recognition by the management of obligations which may be present or may arise as a result of public interest questions and preparations to meet such obligations. These factors are all considered in determining whether the commercial paper is rated P1, P2, or P3.

Standard & Poor’s Ratings Services Commercial paper rated A (highest quality) by S&P has the following characteristics: liquidity ratios are adequate to meet cash requirements; long-term senior debt is rated “A” or better, although in some cases “BBB” credits may be allowed. The issuer has access to at least two additional channels of borrowing. Basic earnings and cash flow have an upward trend with allowance made for unusual circumstances. Typically, the issuer’s industry is well established and the issuer has a strong position within the industry. The reliability and quality of management are unquestioned. The relative strength or weakness of the above factors determines whether the issuer’s commercial paper is rated A1, A2, or A3.

Fitch Ratings Fitch 1–Highest grade Commercial paper assigned this rating is regarded as having the strongest degree of assurance for timely payment. Fitch 2–Very good grade Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than the strongest issues.

RATINGS OF CORPORATE DEBT SECURITIES

Moody’s Investors Service, Inc.

Aaa–Bonds rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.”

Aa–Bonds rated Aa are judged to be of high quality by all standards. Together with the Aaa group, they comprise what are generally known as high-grade bonds.

A–Bonds rated A possess many favorable investment attributes and are to be considered as upper medium-grade obligations.

Baa–Bonds rated Baa are considered as medium-grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present, but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

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Ba–Bonds rated Ba are judged to have speculative elements: their futures cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B–Bonds rated B generally lack the characteristics of a desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa–Bonds rated Caa are of poor standing. Such issues may be in default, or there may be present elements of danger with respect to repayment of principal or payment of interest.

Ca–Bonds rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C–Bonds rated C represent the lowest rated and have extremely poor prospects of attaining investment standing.

Standard & Poor’s Corporation

AAA–This is the highest rating assigned by Standard & Poor’s to a debt obligation and indicates an extremely strong capacity to pay principal and interest.

AA–Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay principal and interest is very strong.

A–Bonds rated A have a strong capacity to pay principal and interest, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions.

BBB–Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay principal and interest for bonds in this category than for bonds in the A category.

BB, B, CCC, CC, C–Bonds rated BB, B, CCC, CC, and C are regarded on balance as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. BB indicates the lowest degree of speculation and C the highest degree of speculation. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.

D–In default.

Fitch Ratings

AAA–High grade, broadly marketable, suitable for investment by trustees and fiduciary institutions, and liable to slight market fluctuation other than through changes in the money rate. The prime feature of an AAA bond is the showing of earnings several times or many times interest requirements for such stability of applicable interest that safety is beyond reasonable question whenever changes occur in conditions. Other features may enter, such as wide margin of protection through collateral, security, or direct lien on specific property. Sinking funds or voluntary reduction of debt by call or purchase are often factors, while guarantee or assumption by parties other than the original debtor may influence the rating.

AA–Of safety virtually beyond question and readily salable. Their merits are not greatly unlike those of AAA class, but a bond so rated may be junior, though of strong lien, or the margin of safety is less strikingly broad. The issue may be the obligation of a small company, strongly secured, but influenced as to rating by the lesser financial power of the enterprise and more local type of market.

A–Bonds rated A are considered to be investment grade and of high credit quality. The obligor’s ability to pay interest and repay principal is considered to be strong but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings.

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BBB–Bonds rated BBB are considered to be investment grade and of satisfactory credit quality. The obligor’s ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds and therefore impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings.

BB, B, CCC, CC, and C–Bonds rated BB, B, CCC, CC, and C are regarded on balance as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation for bond issues not in default. BB indicates the lowest degree of speculation and C the highest degree of speculation. The rating takes into consideration special features of the issue, its relationship to other obligations of the issuer, and the current and prospective financial condition and operating performance of the issuer.

RATINGS OF MUNICIPAL NOTES AND VARIABLE RATE SECURITIES

Moody’s Investors Service, Inc. VMIG1/MIG-1 the best quality. VMIG2/MIG-2 high quality, with margins of protection ample, though not so large as in the preceding group. VMIG3/MIG-3 favorable quality, with all security elements accounted for, but lacking the undeniable strength of the preceding grades. Market access for refinancing, in particular, is likely to be less well established. SG adequate quality, but there is specific risk.

Standard & Poor’s Corporation SP-1 very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a plus (+) designation. SP-2 satisfactory capacity to pay interest and principal. SP-3 speculative capacity to pay principal and interest.

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