PROSPECTUS POMIX May 1, 2017 T. Rowe Price Total Equity Market Index Fund An index fund seeking to match the performance of the entire U.S. stock market by tracking the performance of the S&P Total Market Index. The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Table of Contents 1 SUMMARY Total Equity Market Index Fund 1 2 MORE ABOUT THE FUND Organization and Management 7 More Information About the Fund and Its Investment Risks 9 Investment Policies and Practices 13 Financial Highlights 18 Disclosure of Fund Portfolio Information 20 3 INFORMATION ABOUT ACCOUNTS IN T. ROWE PRICE FUNDS Investing with T. Rowe Price 21 Available Share Classes 21 Distribution and Shareholder Servicing Fees 23 Account Service Fee 24 Policies for Opening an Account 25 Pricing of Shares and Transactions 27 Investing Directly with T. Rowe Price 29 Investing Through a Financial Intermediary 34 General Policies Relating to Transactions 36 Contacting T. Rowe Price 47 Information on Distributions and Taxes 49 Rights Reserved by the Funds 57
SUMMARY Investment Objective The fund seeks to match the performance of the entire U.S. stock market. Fees and Expenses This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may also incur brokerage commissions and other charges when buying or selling shares of the fund, which are not reflected in the table. Fees and Expenses of the Fund Shareholder fees (fees paid directly from your investment) Redemption fee (as a percentage of amount redeemed on shares held for 90 days or less) 0.50% Maximum account fee $20 a Annual fund operating expenses (expenses that you pay each year as a percentage of the value of your investment) Management fees 0.30% Distribution and service (12b-1) fees Other expenses Total annual fund operating expenses 0.30 a Subject to certain exceptions, accounts with a balance of less than $10,000 are charged an annual $20 fee. Example This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods, that your investment has a 5% return each year, and that the fund s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: 1 year 3 years 5 years 10 years $31 $97 $169 $381 Portfolio Turnover The fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when the fund s shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund s performance. During the most recent fiscal year, the fund s portfolio turnover rate was 7.2% of the average value of its portfolio. Investments, Risks, and Performance Principal Investment Strategies The fund seeks to match the performance of the entire U.S. stock market. The fund uses the S&P Total Market Index ( S&P Index )
T. ROWE PRICE 2 as its benchmark index to represent the U.S. stock market as a whole. Because the largest stocks in the index carry the most weight, large-capitalization stocks make up a substantial majority of the S&P Total Market Index s value. The fund attempts to match the performance of the S&P Index by using a sampling strategy, which involves investing substantially all of its assets in a broad spectrum of small-, mid-, and large-capitalization stocks representative of the sector allocations, financial characteristics, and other attributes of the S&P Index. The S&P Index includes approximately 3,800 stocks as of March 31, 2017. In an attempt to track the S&P Index, we select stocks based on industry, size, and other characteristics. For example, if technology stocks made up 15% of the S&P Index, the fund would invest approximately 15% of its assets in technology stocks with similar characteristics. Several factors are considered in selecting representative stocks, including historical price movement, market capitalization, transaction costs, and others. Under normal conditions, the fund will invest at least 80% of its net assets (including any borrowings for investment purposes) in stocks that are included in its benchmark index. T. Rowe Price compares the composition of the fund to that of the index. If a material misweighting develops, the portfolio manager seeks to rebalance the portfolio in an effort to realign it with its index. While most assets will be invested in common stocks, the fund may also purchase stock index futures contracts and exchange-traded funds. Futures and exchangetraded funds would typically be used to reduce cash balances in the fund and increase the level of fund assets exposed to common stocks represented in the fund s benchmark index. In addition, the fund lends its portfolio securities as a means of generating additional income. While there is no guarantee, the correlation between the fund and its benchmark index is expected to be at least 0.95. A correlation of 1.00 indicates that the returns of the fund and the index will always move in the same direction (but not necessarily by the same amount). A correlation of 0.00 would mean price movements in the fund are unrelated to price movements in the index. The fund may sell securities to better align its portfolio with the characteristics of its benchmark index or to satisfy redemption requests. The fund will generally seek to sell securities that have been removed from the benchmark index within a reasonable timeframe taking into consideration market conditions. Principal Risks As with any mutual fund, there is no guarantee that the fund will achieve its objective. The fund s share price fluctuates, which means you could lose money by investing in the fund. The principal risks of investing in this fund are summarized as follows: Risks of U.S. stock investing Stocks generally fluctuate in value more than bonds and may decline significantly over short time periods. There is a chance that stock prices
SUMMARY 3 overall will decline because stock markets tend to move in cycles, with periods of rising and falling prices. The value of a stock in which the fund invests may decline due to general weakness in the U.S. stock market, such as when the U.S. financial markets decline, or because of factors that affect a particular company or industry. Index investing risks Because the fund is passively managed and seeks to match the performance of its benchmark index, holdings are generally not reallocated based on changes in market conditions or outlook for a specific security, industry, or market sector. As a result, the fund s performance may lag the performance of actively managed funds. Tracking error The returns of the fund are expected to be slightly below the returns of its benchmark index (referred to as tracking error ) because the fund incurs fees and transaction expenses while the index has no fees or expenses. Increased tracking error could also result from changes in the composition of the index or the timing of purchases and redemptions of fund shares. The fund uses a sampling strategy and does not attempt to fully replicate its benchmark index, which increases the potential for the fund s performance to deviate from that of its index. Futures risks The fund s use of stock index futures exposes it to potential volatility and losses in excess of direct investments in the contract s underlying assets. The values of the fund s positions in stock index futures tend to fluctuate in response to changes in the value of the underlying index, which exposes the fund to the risk that the underlying index will not move in a direction that is favorable to the fund. While the value of a stock index futures contract tends to correlate with the value of the underlying index, differences between the futures market and the value of the underlying index may result in an imperfect correlation. Since losses could result from market movement, the fund may need to sell other portfolio securities at disadvantageous times in order to meet daily margin requirements. The futures markets may experience reduced liquidity, which could result in losses to the fund and cause the fund to be unable to settle its futures positions. Exchange-traded fund risks To the extent the fund invests in exchange-traded funds, the fund will bear its proportionate share of each exchange-traded fund s fees and expenses. An investment in an exchange-traded fund involves substantially the same risks as investing directly in the exchange-traded fund s underlying assets, although an exchange-traded fund may trade at a premium or discount to the actual net asset value of its portfolio securities, may have greater price volatility than its underlying assets, and its shares may be less liquid. Securities lending risks Securities lending involves the risk that the fund may lose money because the borrower of the loaned securities fails to return the securities to the fund in a timely manner or not at all. The fund may also lose money if there is a decline in the value of the collateral provided for loaned securities or a decline in the value of any investments made with cash collateral. In addition, securities lending activities may cause adverse tax consequences for the fund.
T. ROWE PRICE 4 Performance The following performance information provides some indication of the risks of investing in the fund. The fund s performance information represents only past performance (before and after taxes) and is not necessarily an indication of future results. The following bar chart illustrates how much returns can differ from year to year by showing calendar year returns and the best and worst calendar quarter returns during those years for the fund. The following table shows the average annual total returns for the fund, and also compares the returns with the returns of a relevant broad-based market index, as well as with the returns of one or more comparative indexes that have investment characteristics similar to those of the fund. In addition, the table shows hypothetical after-tax returns to demonstrate how taxes paid by a shareholder may influence returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as a 401(k) account or individual retirement account.
SUMMARY 5 Average Annual Total Returns Periods ended December 31, 2016 Inception 1 Year 5 Years 10 Years date Total Equity Market Index Fund 01/30/1998 Returns before taxes 12.69 % 14.57 % 7.05 % Returns after taxes on distributions 12.03 14.12 6.69 Returns after taxes on distributions and sale of fund shares 7.67 11.71 5.66 S&P Total Market Index (reflects no deduction for fees, expenses, or taxes) 12.65 14.61 7.07 Combined Index Portfolio (reflects no deduction for fees, expenses, or taxes) a 12.65 14.61 7.09 Wilshire 5000 Index (reflects no deduction for fees, expenses, or taxes) 13.04 14.48 7.17 a Combined Index Portfolio is a blended benchmark composed of 100% Dow Jones Wilshire 5000 Composite Index (1/30/98-3/31/07), then 100% S&P Total Market Index (from 4/1/07 forward). Updated performance information is available through troweprice.com. Management Investment Adviser T. Rowe Price Associates, Inc. (T. Rowe Price) Portfolio Manager Title Managed Fund Since Joined Investment Adviser Chairman of Investment Ken D. Uematsu Advisory Committee 2008 1997 The fund generally requires a $2,500 minimum initial investment ($1,000 minimum initial investment if opening an IRA, a custodial account for a minor, or a small business retirement plan account). Additional purchases generally require a $100 minimum. These investment minimums may be waived or modified for financial intermediaries and certain employer-sponsored retirement plans submitting orders on behalf of their customers. For investors holding shares of the fund directly with T. Rowe Price, you may purchase, redeem, or exchange fund shares by mail; by telephone (1-800-225-5132 for IRAs and nonretirement accounts; 1-800-492-7670 for small business retirement plans; and 1-800-638-8790 for institutional investors and financial intermediaries); or, for certain accounts, by accessing your account online through troweprice.com. If you hold shares through a financial intermediary or retirement plan, you must purchase, redeem, and exchange shares of the fund through your intermediary or retirement plan. You should check with your intermediary or retirement plan to determine the investment minimums that apply to your account.
T. ROWE PRICE 6 Tax Information Any dividends or capital gains are declared and paid annually, usually in December. Redemptions or exchanges of fund shares and distributions by the fund, whether or not you reinvest these amounts in additional fund shares, may be taxed as ordinary income or capital gains unless you invest through a tax-deferred account (in which case you will be taxed upon withdrawal from such account). Payments to Broker-Dealers and Other Financial Intermediaries If you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary s website for more information.
MORE ABOUT THE FUND 2 ORGANIZATION AND MANAGEMENT How is the fund organized? T. Rowe Price Index Trust, Inc. (the Corporation ) was incorporated in Maryland in 1989. Currently, the Corporation consists of five series. Each series is an open-end management investment company, or mutual fund. Mutual funds pool money received from shareholders and invest it to try to achieve specified objectives. Shareholders have benefitted from T. Rowe Price s investment management experience since 1937. What is meant by shares? As with all mutual funds, investors purchase shares when they put money in the fund. These shares are part of the fund s authorized capital stock, but share certificates are not issued. Each share and fractional share entitles the shareholder to: Receive a proportional interest in income and capital gain distributions. For funds with multiple share classes, the income dividends for each share class will generally differ from those of other share classes to the extent that the expense ratios of the classes differ. Cast one vote per share on certain fund matters, including the election of the fund s directors/trustees, changes in fundamental policies, or approval of material changes to the fund s investment management agreement. Shareholders of each class have exclusive voting rights on matters affecting only that class. Does the fund have annual shareholder meetings? The mutual funds that are sponsored and managed by T. Rowe Price ( T. Rowe Price Funds ) are not required to hold regularly scheduled shareholder meetings. To avoid unnecessary costs to the funds shareholders, shareholder meetings are only held when certain matters, such as changes in fundamental policies or elections of directors/trustees, must be decided. In addition, shareholders representing at least 10% of all eligible votes may call a special meeting for the purpose of voting on the removal of any fund director or trustee. If a meeting is held and you cannot attend, you can vote by proxy. Before the meeting, the funds will send or make available to you proxy materials that explain the matters to be decided and include instructions on voting by mail, telephone, or the Internet.
T. ROWE PRICE 8 Who runs the fund? General Oversight The fund is governed by a Board of Directors (the Board ) that meets regularly to review the fund s investments, performance, expenses, and other business affairs. The Board elects the fund s officers. At least 75% of Board members are independent of T. Rowe Price and its affiliates (the Firm ). Investment Adviser T. Rowe Price is the fund s investment adviser and oversees the selection of the fund s investments and management of the fund s portfolio pursuant to an investment management agreement between the investment adviser and the fund. T. Rowe Price is a SEC-registered investment adviser that provides investment management services to individual and institutional investors, and sponsors and serves as adviser and subadviser to registered investment companies, institutional separate accounts, and common trust funds. The address for T. Rowe Price is 100 East Pratt Street, Baltimore, Maryland 21202. As of December 31, 2016, the Firm had approximately $810 billion in assets under management and provided investment management services for more than 8 million individual and institutional investor accounts. Portfolio Management T. Rowe Price has established an Investment Advisory Committee with respect to the fund. The committee chairman has day-to-day responsibility for managing the fund s portfolio and works with the committee in developing and executing the fund s investment program. The members of the committee are as follows: Ken D. Uematsu, Chairman, E. Frederick Bair, Neil Smith, and Michael Wehn. The following information provides the year that the chairman (the portfolio manager ) first joined the Firm and the chairman s specific business experience during the past five years (although the chairman may have had portfolio management responsibilities for a longer period). Mr. Uematsu became co-chairman of the fund in 2008 and was appointed sole chairman effective May 1, 2016. He joined the Firm in 1997 and his investment experience dates from 1998. He has served as a portfolio manager with the Firm throughout the past five years. The Statement of Additional Information provides additional information about the portfolio manager s compensation, other accounts managed by the portfolio manager, and the portfolio manager s ownership of the fund s shares. The Management Fee The fund pays the investment adviser an annual all-inclusive management fee of 0.30% based on the fund s average daily net assets. The management fee is calculated and accrued daily and it includes investment management services and ordinary, recurring operating expenses, but does not cover interest, expenses related to borrowing, taxes, and brokerage, or nonrecurring extraordinary expenses. A discussion about the factors considered by the Board and its conclusions in approving the fund s investment management agreement (and any sub-advisory
MORE ABOUT THE FUND 9 agreement, if applicable) appear in the fund s semiannual report to shareholders for the period ended June 30. MORE INFORMATION ABOUT THE FUND AND ITS INVESTMENT RISKS Consider your investment goals, your time horizon for achieving them, and your tolerance for risk. If you seek a low-cost way to invest in the overall U.S. stock market and can accept the risks that accompany stock and index investing, the fund could be an appropriate part of your overall investment strategy. Index investing provides investors with a convenient and relatively low-cost way to approximate the performance of a particular market. Because index funds generally are passively managed, their expenses tend to be lower than the average actively managed fund. Index funds are managed to track the return of a particular benchmark. Since fewer resources are devoted to researching stocks or bonds, and portfolio turnover (the buying and selling of securities) tends to be low, an index fund typically incurs lower costs than the average stock or bond fund. The typical stock or bond fund is actively managed, meaning the portfolio manager makes purchase and sell decisions based on a particular security s prospects in pursuit of the fund s investment objective. In addition, index funds are almost entirely invested in stocks or bonds while actively managed funds often hold cash for strategic and defensive purposes. Since the fund is passively managed and seeks to remain fully invested at all times, assets will not be shifted from one stock or group of stocks to another based on their prospects, or from stocks into bonds or cash equivalents in an attempt to cushion the impact of a market decline. Therefore, actively managed funds may outperform this fund. The fund is designed to track the entire U.S. stock market whether it is rising or falling. Markets as a whole can decline for many reasons, including adverse local, political, social or economic developments in the U.S. or abroad, changes in investor psychology, or heavy selling at the same time by major institutional investors in the market, such as mutual funds, pension funds, and banks. The fund attempts to track the overall U.S. stock market by investing substantially all of its assets in stocks representative of the S&P Total Market Index. The inclusion of a stock in the S&P Total Market Index is not an endorsement by S&P Dow Jones Indices LLC ( SPDJI ) of the stock as an investment, nor is SPDJI a sponsor of the fund or in any way affiliated with it. The S&P Total Market Index is a product of SPDJI, and has been licensed for use by T. Rowe Price. Standard & Poor s, S&P and S&P 500 are registered trademarks of Standard & Poor s Financial Services LLC ( S&P ); Dow Jones is a registered
T. ROWE PRICE 10 trademark of Dow Jones Trademark Holdings LLC ( Dow Jones ); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by T. Rowe Price. The fund is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, or any of their respective affiliates (collectively, S&P Dow Jones Indices ). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the owners of the fund or any member of the public regarding the advisability of investing in securities generally or in the fund particularly or the ability of the S&P Total Market Index to track general market performance. S&P Dow Jones Indices only relationship to T. Rowe Price with respect to the S&P Total Market Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices or its licensors. The S&P Total Market Index is determined, composed and calculated by S&P Dow Jones Indices without regard to T. Rowe Price or the fund. S&P Dow Jones Indices have no obligation to take the needs of T. Rowe Price or the owners of the fund into consideration in determining, composing or calculating the S&P Total Market Index. S&P Dow Jones Indices is not responsible for and has not participated in the determination of the prices, and amount of the fund or the timing of the issuance or sale of the fund or in the determination or calculation of the equation by which the fund is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of the fund. There is no assurance that investment products based on the S&P Total Market Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice. Notwithstanding the foregoing, CME Group Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to the fund currently being issued by T. Rowe Price, but which may be similar to and competitive with the fund. In addition, CME Group Inc. and its affiliates may trade financial products which are linked to the performance of the S&P Total Market Index. S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE S&P TOTAL MARKET INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY T. ROWE PRICE, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P TOTAL MARKET INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO.
MORE ABOUT THE FUND 11 WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND T. ROWE PRICE, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES. While most of the fund s assets will be invested in common stocks represented in the fund s benchmark index, the fund may also purchase stock index futures contracts and exchange-traded funds. These investments typically serve as a tool to manage cash flows into and out of the fund and maintain liquidity while being invested in the market, and may be used as an efficient means of gaining exposure to all or part of the fund s index. The fund may also lend its portfolio securities in order to earn additional income, primarily through the receipt of borrowing fees and earnings on invested collateral. Security loans do not have stated maturity dates, although the fund may typically terminate the loan and recall a security at any time. The fund receives collateral from the borrower, which is maintained by the fund throughout the loan period and marked on a daily basis against the current value of the loaned security. The fund s lending activities are administered by lending agents and the collateral is invested in an affiliated T. Rowe Price money market or short-term bond fund. Under the securities lending agreement, the lending agent indemnifies the fund against certain losses resulting from a borrower s default or failure to return the securities, but not for the reinvestment of the collateral. The fund will continue to receive the equivalent of the interest or dividends paid by the issuer on the loaned securities, but will not have the right to vote on securities while they are on loan. As with all stock funds, the fund s share price can fall because of weakness in the broad market, a particular industry, or specific holdings. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. Also, the fund s investment approach could fall out of favor with the investing public, resulting in lagging performance versus other types of stock funds. Legislative, regulatory, or tax developments may affect the investment strategies available to portfolio managers, which could adversely affect the ability to implement the fund s overall investment program and achieve the fund s investment objective. As with any mutual fund, there is no guarantee the fund will achieve its objective. The fund s share price fluctuates, which means you could lose money when you sell your shares of the fund. Some particular risks affecting the fund include the following:
T. ROWE PRICE 12 Market capitalization risks The fund is exposed to the risks of large-cap stocks, which may at times lag shares of smaller, faster growing companies, as well as the risks associated with small- and mid-cap stocks, which tend to be more sensitive to overall changes in economic conditions. Tracking error While all index funds are susceptible to some degree of tracking error, the use of sampling for the fund will likely result in increased deviation from its index. In addition, the fund s returns are likely to be slightly below those of its index because the fund incurs fees and transaction expenses, but the index has no fees or expenses. The timing of cash flows and a fund s size can also influence returns. For example, a fund s failure to reach a certain asset size may limit its ability to purchase representative stocks in the index. Or, a large cash flow into or out of a fund may cause its return to deviate from the index. Futures risks Risks related to the fund s use of futures contracts include possible illiquidity of the futures markets, contract prices that can be volatile and imperfectly correlated to movements in underlying security values, and potential losses in excess of the fund s initial investment. The risk of loss in trading futures contracts can be substantial. A relatively small price movement in an open futures position could result in immediate and substantial loss (or gain) for the fund. In the event of adverse price movements, the fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if the fund has insufficient cash reserves, it may have to sell portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so. Futures contracts may be closed out only on an exchange that provides a secondary market for such products and many futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. As a result, there can be no assurance that a liquid secondary market will exist for any particular futures product at any specific time and the fund could suffer losses if it is unable to close out a futures position. Exchange-traded funds risks The risks of investing in an exchange-traded fund generally reflect the risks of owning the underlying securities it is designed to track, although the lack of liquidity of an exchange-traded fund could result in it being more volatile and the market price for the exchange-traded fund may be higher or lower than its net asset value. In addition, exchange-traded funds have management fees and other expenses, which increase their cost. Securities lending risks Securities lending involves the risk that the borrower may fail to return the loaned securities to the fund in a timely manner or not at all. As a result, the fund could lose money if it experiences a delay in recovering the loaned securities or if it is ultimately unable to recover the securities. Although the fund receives collateral based on the value of the loaned securities and indemnifications from its lending agents, the fund could still lose money if the value of the collateral declines, including the value of any investments made with cash collateral, or if the
MORE ABOUT THE FUND 13 lending agent fails to perform its obligations under its lending agreement with the fund. These events, as well as the receipt of certain income or revenue earned in connection with securities lending, could result in adverse tax consequences for the fund. Additional strategies and risks From time to time, other strategies may be employed that are not considered part of the fund s principal investment strategies. The fund may occasionally purchase exchange-traded funds to help realign the fund s portfolio in proportion to its benchmark index or minimize any deviations in performance from its benchmark index, gain broad market or sector exposure while awaiting the purchase of underlying securities, or to limit the fund s cash reserves. To the extent the fund invests in exchange-traded funds, the fund will bear its proportionate share of each exchange-traded fund s fees and expenses. An investment in an exchangetraded fund involves substantially the same risks as investing directly in the exchange-traded fund s underlying assets, although an exchange-traded fund may have greater price volatility than its underlying assets and its shares may be less liquid. The fund may, to a limited extent, invest in other derivatives, such as options, that are consistent with its investment program. The use of derivatives exposes the fund to additional risks that are different from, and potentially greater than, investments in more traditional securities. Derivatives may not move in the direction anticipated by the portfolio manager and the fund could be exposed to significant losses if a counterparty fails to meet its obligations under the contract, although counterparty risk related to exchange-traded derivatives, such as options and futures contracts, is minimal because the exchange s clearinghouse provides protection against defaults. Recent regulations have changed the requirements related to the use of certain derivatives. Some of these new regulations have limited the availability of certain derivatives and made their use by funds more costly. The SEC has proposed a rule that would change the regulation of derivatives and how they are used by registered investment companies, such as the T. Rowe Price Funds. If adopted as proposed, the rule could require significant changes to the funds use of derivatives. It is expected that additional changes to the regulatory framework will occur, but the extent and impact of additional new regulations are not certain at this time. The Statement of Additional Information contains more detailed information about the fund and its investments, operations, and expenses. INVESTMENT POLICIES AND PRACTICES This section takes a detailed look at some of the types of the fund s holdings and the various kinds of investment practices that may be used in day-to-day portfolio
T. ROWE PRICE 14 management. The fund s investments are subject to further restrictions and risks described in the Statement of Additional Information. Shareholder approval is required to substantively change the fund s investment objective. Shareholder approval is also required to change certain investment restrictions noted in the following section as fundamental policies. Portfolio managers also follow certain operating policies that can be changed without shareholder approval. Shareholders will receive at least 60 days prior notice of a change in the fund s policy requiring it to normally invest at least 80% of its net assets in stocks represented in the fund s benchmark index. The fund s holdings in certain kinds of investments cannot exceed maximum percentages as set forth in this prospectus and the Statement of Additional Information. For instance, there are limitations regarding the fund s investments in certain types of derivatives. While these restrictions provide a useful level of detail about the fund s investments, investors should not view them as an accurate gauge of the potential risk of such investments. For example, in a given period, a 5% investment in derivatives could have a significantly greater impact on the fund s share price than its weighting in the portfolio. The net effect of a particular investment depends on its volatility and the size of its overall return in relation to the performance of all other fund investments. Certain investment restrictions, such as a required minimum or maximum investment in a particular type of security, are measured at the time the fund purchases a security. The status, market value, maturity, duration, credit quality, or other characteristics of the fund s securities may change after they are purchased, and this may cause the amount of the fund s assets invested in such securities to exceed the stated maximum restriction or fall below the stated minimum restriction. If any of these changes occur, it would not be considered a violation of the investment restriction and will not require the sale of an investment if it was proper at the time the investment was made (this exception does not apply to the fund s borrowing policy). However, certain changes will require holdings to be sold or purchased by the fund during the time it is above or below the stated percentage restriction in order for the fund to be in compliance with applicable restrictions. Changes in the fund s holdings, the fund s performance, and the contribution of various investments to the fund s performance are discussed in the shareholder reports. Types of Portfolio Securities In seeking to meet its investment objective, the fund may invest in any type of security or instrument (including certain potentially high-risk derivatives described in this section) whose investment characteristics are consistent with its investment program. The following pages describe various types of the fund s holdings and investment management practices.
MORE ABOUT THE FUND 15 The fund must normally invest at least 80% of net assets in securities that are included in its benchmark index. Diversification As a fundamental policy, the fund will not purchase a security if, as a result, with respect to 75% of its total assets, more than 5% of the fund s total assets would be invested in securities of a single issuer or more than 10% of the outstanding voting securities of the issuer would be held by the fund. Industry Concentration As a fundamental policy, the fund will not invest more than 25% of total assets (concentrate) in any single industry except to the extent the fund s benchmark index concentrates in that industry. The fund s investments are primarily in common stocks and, to a lesser degree, other types of securities as follows: Common and Preferred Stocks Stocks represent shares of ownership in a company. Generally, preferred stocks have a specified dividend rate and rank after bonds and before common stocks in their claim on income for dividend payments and on assets should the company be liquidated. After other claims are satisfied, common stockholders participate in company profits on a pro-rata basis and profits may be paid out in dividends or reinvested in the company to help it grow. Increases and decreases in earnings are usually reflected in a company s stock price, so common stocks generally have the greatest appreciation and depreciation potential of all corporate securities. Unlike common stock, preferred stock does not ordinarily carry voting rights. While most preferred stocks pay a dividend, the fund may decide to purchase preferred stock where the issuer has suspended, or is in danger of suspending, payment of its dividend. Futures and Options Futures, a type of potentially high-risk derivative, are often used to manage or hedge risk because they enable the investor to buy or sell an asset in the future at an agreedupon price. Options, another type of potentially high-risk derivative, may be used to generate additional income, to enhance returns, or as a defensive technique to protect against anticipated declines in the value of an asset. Call options give the investor the right to purchase (when the investor purchases the option), or the obligation to sell (when the investor writes or sells the option), an asset at a predetermined price in the future. Put options give the purchaser of the option the right to sell, or the seller (or writer ) of the option the obligation to buy, an asset at a predetermined price in the future. Futures and options contracts may be bought or sold for any number of reasons, including to manage exposure to changes in interest rates, bond prices, foreign currencies, and credit quality; as an efficient means of increasing or decreasing the fund s exposure to certain markets; in an effort to enhance income; to improve risk-adjusted returns; to protect the value of portfolio securities; and to serve as a cash management tool. Call or put options may be purchased or sold on securities, futures, financial indexes, and foreign currencies. The fund may choose to
T. ROWE PRICE 16 continue a futures contract by rolling over an expiring futures contract into an identical contract with a later maturity date. This could increase the fund s transaction costs and portfolio turnover rate. Futures and options contracts may not always be successful hedges; their prices can be highly volatile; using them could lower the fund s total return; the potential loss from the use of futures can exceed the fund s initial investment in such contracts; and the losses from certain options written by the fund could be unlimited. Operating policies Initial margin deposits on futures and premiums on options used for non-hedging purposes will not exceed 5% of the fund s net asset value. No more than 5% of the fund s total assets will be committed to premiums when purchasing call or put options. Investments in futures and options will not exceed 10% of the fund s total assets. Hybrid Instruments Hybrid instruments (a type of potentially high-risk derivative) can combine the characteristics of securities, futures, and options. For example, the principal amount, redemption, or conversion terms of a security could be related to the market price of some commodity, currency, security, or securities index. Such instruments may or may not bear interest or pay dividends. Under certain conditions, the redemption value of a hybrid could be zero. Hybrids can have volatile prices and limited liquidity, and their use may not be successful. Operating policy The fund s investments in hybrid instruments are limited to 10% of its total assets. Investments in Other Investment Companies The fund may invest in other investment companies, including open-end funds, closed-end funds, and exchange-traded funds. The fund may purchase the securities 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 fund might also purchase shares of another investment company to gain exposure to the 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 the fund s objective and investment program. The risks of owning another investment company are generally similar to the risks of investing directly in the securities in which that investment company invests. However, 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 and exchange-traded funds trade on a secondary market, their shares may trade at a premium or discount to the actual
MORE ABOUT THE FUND 17 net asset value of their portfolio securities and their shares may have greater volatility if an active trading market does not exist. As a shareholder of another investment company, the fund must pay its pro-rata share of that investment company s fees and expenses. The fund s investments in non-t. Rowe Price investment companies are subject to the limits that apply to investments in other funds under the Investment Company Act of 1940 or under any applicable exemptive order. Illiquid Securities Some of the fund s 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 within seven days at approximately the prices at which they are valued. The determination of liquidity involves a variety of factors. Illiquid securities may include private placements that are sold directly to a small number of investors, usually institutions. Unlike public offerings, such securities are not registered with the SEC. Although certain of these securities may be readily sold (for example, pursuant to Rule 144A under the Securities Act of 1933) and therefore deemed liquid, others may have resale restrictions and be considered illiquid. The sale of illiquid securities may involve substantial delays and additional costs, and the fund may only be able to sell such securities at prices substantially lower than what it believes they are worth. Operating policy The fund may not purchase an illiquid security if it holds 15% or more of its net assets in illiquid securities. Types of Investment Management Practices Reserve Position The fund may hold a certain portion of its assets in cash or cash equivalents. The fund s reserve position will primarily consist of shares of a T. Rowe Price internal money fund or short-term bond fund and U.S. and non-u.s. dollar-denominated money market securities, including repurchase agreements rated in the two highest rating categories that mature in one year or less. The reserve position provides flexibility in meeting redemptions, paying expenses and managing cash flows into a fund, and can serve as a short-term defense during periods of unusual market volatility. In order to respond to adverse market, economic, political, or other conditions, a fund may assume a temporary defensive position that is inconsistent with its principal investment objective and/or strategies and may invest, without limitation, in reserves. If a fund has significant holdings in reserves, it could compromise the fund s ability to meet its objective. Non-U.S. dollar reserves are subject to currency risk. Borrowing Money and Transferring Assets The fund may borrow from banks, other persons, and other T. Rowe Price Funds for temporary emergency purposes to facilitate redemption requests, or for other purposes consistent with the fund s policies as set forth in this prospectus and the
T. ROWE PRICE 18 Statement of Additional Information. Such borrowings may be collateralized with the fund s assets, subject to restrictions. Fundamental policy Borrowings may not exceed 33 1 /3% of the fund s total assets. This limitation applies at the time of the transaction and continues to the extent required by the Investment Company Act of 1940. Operating policy The fund will not transfer portfolio securities as collateral except as necessary in connection with permissible borrowings or investments, and then such transfers may not exceed 33 1 /3% of its total assets. The fund will not purchase additional securities when its borrowings exceed 5% of its total assets. Lending of Portfolio Securities The fund may lend its securities to broker-dealers, other institutions, or other persons to earn additional income. Risks include the potential insolvency of the broker-dealer or other borrower that could result in delays in recovering securities and capital losses. Additionally, losses could result from the reinvestment of collateral received on loaned securities in investments that decline in value, default, or do not perform as well as expected. Fundamental policy The value of loaned securities may not exceed 33 1 /3% of the fund s total assets. Portfolio Turnover Turnover is an indication of frequency of trading. The fund will not generally trade in securities for short-term profits, but when circumstances warrant, securities may be purchased and sold without regard to the length of time held. Each time the fund purchases or sells a security, it incurs a cost. This cost is reflected in its net asset value but not in its operating expenses. The higher the turnover rate, the higher the transaction costs and the greater the impact on the fund s total return. Higher turnover can also increase the possibility of taxable capital gain distributions. The fund s portfolio turnover rates are shown in the Financial Highlights tables. FINANCIAL HIGHLIGHTS The Financial Highlights table, which provides information about the fund s financial history, is based on a single share outstanding throughout the periods shown. The table is part of the fund s financial statements, which are included in its annual report and are incorporated by reference into the Statement of Additional Information (available upon request). The total returns in the table represent the rate that an investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and distributions and no payment of any applicable account or redemption fees). The financial statements in the annual report were
MORE ABOUT THE FUND 19 audited by the fund s independent registered public accounting firm, PricewaterhouseCoopers LLP. Financial Highlights Year ended December 31 2012 2013 2014 2015 2016 Net asset value, beginning of period $14.05 $16.06 $21.19 $23.44 $23.03 Income From Investment Operations Net investment income a 0.28 0.29 0.35 0.46 0.43 Net gains or losses on securities (both realized and unrealized) 2.01 5.11 2.25 (0.39) 2.50 Total from investment operations 2.29 5.40 2.60 0.07 2.93 Less Distributions Dividends (from net investment income) (0.28) (0.27) (0.33) (0.41) (0.41) Distributions (from capital gains) (0.02) (0.07) (0.20) Returns of capital Total distributions (0.28) (0.27) (0.35) (0.48) (0.61) Net asset value, end of period $16.06 $21.19 $23.44 $23.03 $25.35 Total return 16.32% 33.70% 12.29 % 0.33% 12.69% Ratios/Supplemental Data Net assets, end of period (in millions) $656 $956 $1,132 $1,210 $1,419 Ratio of expenses to average net assets 0.40% 0.37% 0.35 % 0.33% 0.30% Ratio of net income to average net assets 1.79% 1.53% 1.58 % 1.95% 1.80% Portfolio turnover rate 5.2% 5.9% 5.5 % 7.5% 7.2% a Per share amounts calculated using average shares outstanding method.