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T. Rowe PRice

Personal Strategy FundsThe funds invest for growth, income, or both through diversified portfolios of stocks, bonds, and money market securities.

ANNuAlREPORT

May 31, 2017

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REPORTS ON THE WEB

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The views and opinions in this report were current as of May 31, 2017. They are not guarantees of performance or investment results and should not be taken as investment advice. Investment decisions reflect a variety of factors, and the managers reserve the right to change their views about individual stocks, sectors, and the markets at any time. As a result, the views expressed should not be relied upon as a fore-cast of the fund’s future investment intent. The report is certified under the Sarbanes-Oxley Act, which requires mutual funds and other public companies to affirm that, to the best of their knowledge, the informa-tion in their financial reports is fairly and accurately stated in all material respects.

HIGHLIGHTS

• Globalstocksralliedoverthepast12monthsasimprovinggrowthworldwide, stronger earnings, and stable commodity prices lifted developed and emerging stock markets.

• U.S.investment-gradebondsgeneratedmodestpositivereturns,while high yield bonds posted double-digit returns amid buoyant demandforriskierassets.Non-U.S.dollar-denominateddebtendednearly flat, as strong performance in our fiscal year’s second half offset first-half declines.

• ThePersonalStrategyFundsposteddouble-digitgainsinthe12monthsended May 31, 2017. Each fund outperformed its respective combined index benchmark and Lipper peer group index.

• Weexpectthatthebroadeningofglobalgrowthseensincetheendof 2016 will continue for the next several quarters, albeit at modest levels, as increased global trade benefits export-oriented developed and emerging economies. However, financial markets face numerous geopoliticalandmacroeconomicheadwindsinthenearterm.WebelievethatthePersonalStrategyFunds’broadlydiversifiedprofilesprovide stability in an environment of policy and economic uncertainty and the flexibility to uncover investment opportunities across sectors and regions.

T. Rowe Price Personal Strategy Funds

http://www.troweprice.com

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Manager’s Letter

1

Fellow Shareholders

A recovery in global economic growth starting at the end of 2016 continued to gain

momentum in 2017. U.S. stocks surged as the major market indexes set new records

this year against a backdrop of improving corporate earnings growth. Stocks in

international developed and emerging markets rallied as the global recovery translated

into increased trade, benefiting Japan and Europe and export-driven economies

in the developing world. In fixed income, U.S. investment-grade bonds advanced

amid strong investor demand in a low-yield environment globally, while high yield

bonds benefited from stabilizing oil prices. Non-U.S. dollar-denominated debt ended

nearly flat as declines in our reporting period’s first half were offset by second-half

gains resulting from stronger global currencies against the dollar. In this supportive

environment, the Personal Strategy Funds generated double-digit gains in the

12 months ended May 31, 2017. Each fund outperformed its respective combined

index benchmark and Lipper peer group index.

MaRkET ENvIRONMENT

Evidence of stronger growth appeared in both developed and emerging markets over the past year and provided a positive backdrop for global financial markets. During our 12-month reporting period, U.S. stocks surged as the postelection rally continued into 2017, pushing the S&P 500 Index to record levels in May, amid investor optimism about business-friendly policies under President Donald Trump. Small-cap stocks have lagged in 2017, though they outperformed their larger counterparts over the full period given strong performance in last year’s second half as investors deemed that smaller companies with greater

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exposure to the domestic economy would benefit more from the relaxed regulations, lower taxes, and infrastructure spending advocated by the Trump administration. The U.S. economy grew at a revised 1.2% annual pace in this year’s first quarter, higher than initially forecast but continuing a modest growth trend since the recession ended in mid-2009. Citing an improving labor market and rising inflation, the Federal Reserve raised interest rates by 25 basis points in December 2016 and March 2017. After the two hikes, the range for the fed funds target rate was 0.75% to 1.00%. (The Fed also raised rates in June, shortly after the end of the reporting period.)

Stocks in developed European markets rose as corporate earnings and economic growth picked up across the Continent. The eurozone economy grew at a revised 1.9% pace in this year’s first quarter from a year ago, marking the currency bloc’s fastest growth rate since the first

quarter of 2015. Against a backdrop of an improving economy, markets began to anticipate that the European Central Bank would start winding down its bond-buying program, though the ECB recently affirmed its intention to keep buying bonds at least through the end of this year. Japanese stocks advanced as that country’s economy also gained momentum. Japan’s gross domestic product expanded for the fifth straight quarter in the first three months of 2017—its longest growth streak in more than a decade—fueled by export demand

and domestic spending. Japan continued to struggle with deflation, however, and its central bank introduced a 0% target rate on 10-year government bonds in an effort to control the yield curve—the latest of many unprecedented actions intended to generate sustained growth and inflation.

PeriodsEnded5/31/17 6Months 12Months

S&P500Index 10.81% 17.47%

Russell 3000 Index 10.06 17.69

MSCIAllCountryWorld IndexexUSA 17.01 18.80

MSCIEmergingMarketsIndex 17.68 27.88

BloombergBarclaysU.S. AggregateBondIndex 2.52 1.58

Citigroup 3-Month TreasuryBillIndex 0.26 0.41

CreditSuisseHighYieldIndex 6.49 14.35

BloombergBarclaysGlobal AggregateexUSDBondIndex 5.19 -0.04

Note:Unlikestocksandbonds,U.S.Treasuriesareguaranteed as to the timely payment of principal and interest.

Major Index Returns

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Emerging markets stocks rallied as signs of economic recovery worldwide arose this year and instilled more confidence in the global growth outlook. Emerging markets assets plunged last November shortly after the U.S. election as worries about protectionism and rising

U.S. interest rates caused a sell-off in developing world assets. However, the asset class rebounded in subsequent months as steady growth in China, rising energy prices, and improved earnings growth in many countries revived investors’ risk appetite.

U.S. investment-grade bonds generated slightly positive returns as bond prices rose and yields fell over the second half

of the period. Treasury yields rose sharply in the last few months of 2016 amid hopes that the Trump administration would cut taxes and increase infrastructure spending, but retraced much of their gains in recent months as geopolitical risks rose and investors surmised that the president’s expansionary fiscal policies would take longer than expected to materialize. Treasury yields still ended the reporting period at higher levels than they were at the start, with the yield on the benchmark 10-year note increasing to 2.21% at the end of May from 1.84% a year earlier. High yield bonds rallied as they benefited from commodity prices stabilizing well above their lows in early 2016 and strong demand in an environment of low yields on government bonds in most developed markets.

Non-U.S. dollar-denominated bonds in developed markets ended nearly flat as second-half gains resulting from stronger overseas currencies offset first-half declines. Most global currencies appreciated against the dollar starting in January 2017, bolstering the more recent returns of non-U.S. developed markets debt in dollar terms. The gains in most currencies versus the dollar this year helped offset declining prices of government bonds in local currency terms as yields increased in many developed markets. Dollar-denominated emerging markets bonds also advanced, overcoming a post-U.S. election sell-off, as relatively higher interest rates in developing countries attracted yield-seeking investors.

5/31/16 5/31/178/16 11/16 2/17

Interest Rate Levels

7

6

4

2

1

0

3

5

8% 10-Year Treasury Note

5-Year Treasury Note

90-Day Treasury Bill

Source: Federal Reserve Board.

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INTROducING NEW uNdERLyING INvESTMENT STRaTEGIES

On October 1, 2016, we introduced three new underlying investment strategies to the Personal Strategy Funds. The inclusion of these strategies follows extensive quantitative and qualitative analysis in evaluating their prospective impact on the Personal Strategy Funds as we sought to add diversifying investment strategies that would benefit the risk/return profile of the portfolios. The changes include a new allocation to alternatives through a hedge fund-of-funds, as well as initiating an investment in the T. Rowe Price Dynamic Global Bond Fund and an equity index option strategy.

We believe that a modest allocation to a hedge fund-of-funds with exposure to multiple hedge fund strategies and managers can benefit diversification by offering returns that historically have been less correlated with traditional stock and bond asset classes in the Personal Strategy Funds. The allocation to the Dynamic Global Bond Fund aims to diversify the Personal Strategy Funds’ fixed income investments by including a lower-volatility strategy with less strategic sensitivity to interest rate changes than traditional bond strategies, but with the flexibility to opportunistically adjust its exposure. This fund invests in various fixed income sectors offering the potential to add value from sources such as interest rates, credit, and currency, expressing both long and short views, while seeking to reduce downside risk and diversify against stock market volatility and rising rates.

Finally, the equity index option strategy provides an alternative means of compensation for bearing the downside risk of equities. We expect this strategy, which involves selling call options on the Standard & Poor’s 500 Index, to generate returns that are less correlated with the broader stock market as it earns a premium in exchange for forgoing some of the stock market’s upside potential. The consistency of receiving the premium collected from selling index call options, coupled with the lower equity exposure associated with writing call options, can provide a more stable pattern of returns. We believe this strategy can be particularly beneficial by providing an alternative source of return in flat to lower equity markets.

PORTFOLIO REvIEW aNd POSITIONING

asset allocationThe Personal Strategy Funds have the ability to overweight or underweight allocations to asset classes or sub-asset classes based on the views of the T. Rowe Price Asset Allocation Committee. The

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committee meets on a monthly basis to evaluate economic, market, and earnings trends, among other factors, and to look for opportunities over a 6- to 18-month investment horizon. We typically seek to overweight segments of the market that we believe are attractively valued and underweight areas that are more richly valued. Several years of strong performance have left valuations at or above fair value in many asset classes, reducing the number of compelling investment opportunities. Nevertheless, we are still finding opportunities in select areas where valuations appear more attractive and have reduced allocations where we see potential risks.

As of May 31, 2017, we are underweight stocks relative to bonds. We initiated this underweight in January after last November’s post-election stock market rally and further reduced our exposure in the ensuing months as we believed that stock valuations and earnings forecasts appeared extended against a backdrop of low growth and greater policy uncertainty. As for bonds, we expect modest returns given that the current low-yield environment offers a weak foundation for future returns and the potential for capital losses as interest rates rise. However, global monetary policies are expected to stay accommodative this year, which should temper downside risks to bonds. Furthermore, we believe that any rise in U.S. interest rates will be limited as growth remains subdued. Strong demand for U.S. bonds for their added yield over other developed markets bonds should also restrain a rise in long-term yields.

Stocks We ended our fiscal year overweight to international stocks relative to U.S. stocks based on signs of improving economic fundamentals and stronger earnings growth outside the U.S., particularly in Europe, though this relative positioning fluctuated over the period. Europe is benefiting from greater political certainty following Emmanuel Macron’s presidential election victory in France, stronger economic growth, and accommodative monetary policies. In Japan, stocks are more attractively valued compared with U.S. stocks. Moreover, we believe that Japanese stocks stand to benefit from greater emphasis on shareholder-friendly policies and corporate governance reflected in higher dividend payouts and more representation of outside directors. We gradually pared our overweight allocation to emerging markets stocks over the past 12 months and were underweight to the asset class relative to developed market stocks at period-end. Our positioning reflects the risk of a renewed decline in energy and commodity prices, as well as concerns about protectionist trade policies and the adverse impact of rising interest rates in developed markets.

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We maintained an underweight to real assets equities over the past year given our cautious outlook for energy and commodity prices. Despite ongoing efforts to curb output by the world’s top oil producers, prices are still under pressure from persistent global oversupply as rising prices encourage U.S. producers to increase production. Additionally, industrial metals demand will likely stay subdued as China rebalances its economy to reduce its dependency on industrial production. As for real estate investment trusts (REITs), we believe that fundamentals for REITs in developed markets remain positive, though they remain sensitive to rising interest rates.

At the end of our reporting period, we initiated an overweight to U.S. small-cap stocks relative to large-caps, departing from our longstanding underweight to the asset class. We initiated the change based on improving relative valuations following recent underperformance for small-cap stocks, which have lagged large-caps since the start of 2017 amid diminished expectations for pro-growth policies. We are overweight U.S. growth versus value stocks due to more attractive valuations for growth stocks, as well as our expectations for a low-growth environment. While stepped-up spending, tax cuts, and deregulation espoused by the Trump administration would likely support value sectors like financials and energy, the prospects for these measures receiving congressional approval and the final scope of these proposals appear uncertain.

BondsWe moved to a neutral allocation to high yield bonds relative to U.S. investment-grade bonds in April, having gradually reduced our overweight as spreads in the high yield sector fell below historical averages following strong performance. Despite the yield advantage that high yield debt has over investment-grade bonds, we believe that current yield levels offer limited room for further appreciation and a weak buffer against risks such as a downturn in commodity prices.

We moved to neutral between emerging markets bonds and U.S. investment-grade bonds in February, as valuations became less compelling given a strong rally following the presidential election. Though emerging markets have benefited from stronger commodity prices since the start of 2016, concerns about protectionist trade policies, rising interest rates in developed markets, and U.S. dollar strength continue to weigh on the asset class. Furthermore, while

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developing economies are broadly in better fiscal shape than they were just a few years ago, individual countries differ widely in their fiscal positions, political stability, and reform progress.

We were underweight to nondollar bonds relative to U.S. investment-grade bonds for most of our fiscal year, though we reduced the size of our underweight this spring. Yields outside the U.S. have increased over the year but remain at historically low levels, leaving developed markets bonds with an unattractive risk/reward trade-off. Moreover, we are underweight to nondollar bonds as the current growth and interest rate environment should be supportive for the U.S. dollar. However, we have moderated our underweight to nondollar bonds since the start of 2017 as growth outside the U.S. is picking up and global central banks prepare to unwind their accommodative monetary policies.

PERFORMaNcE cOMPaRISON

Personal Strategy Income Fund

The investment objective of the Personal Strategy Income Fund is to generate the highest total return consistent with a primary emphasis on income and a secondary emphasis on capital appreciation. Effective October 1, 2016, the fund’s typical asset mix is 40% stocks, 55% bonds and cash, and 5% alternatives. The stock and bond allocations can vary as much as 10 percentage points above or below these targets, while the alternatives allocation can vary as much as five percentage points above or below its target.

As shown in the Performance Comparison table on page 8, the Personal Strategy Income Fund returned 7.62% and 10.06% for the six and 12 months ended May 31, 2017, respectively. The fund outperformed its combined index benchmark and its Lipper peer group index over both periods. The Personal Strategy Income Fund’s performance versus its peers over longer time periods remained excellent: The fund is in the top decile of its Lipper peer group for the trailing 1-, 3-, 5-, and 10-year periods. Based on cumulative total return, Lipper ranked the fund 29 of 360, 24 of 314, 9 of 279, and 10 of 207 mixed-asset target allocation conservative funds for the 1-, 3-, 5-, and 10-year periods ended May 31, 2017, respectively. (Past performance cannot guarantee future results.)

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The inclusion of diversifying sectors, especially those within fixed income, contributed the most to relative performance. Our exposure to high yield bonds lifted relative returns as high yield debt surged over the past year amid strong demand from yield-seeking investors and a rebound in oil prices that benefited the commodity producers that dominate the high yield market. Our exposure to emerging markets bonds also helped as relatively

higher yields in many developing countries supported demand and drove strong performance in dollar-denominated emerging markets debt. Conversely, an allocation to real assets detracted from relative performance as real assets equities lagged broader equity markets over the period.

Security selection in the fund’s underlying investments also helped relative performance. Selection in the fund’s U.S. large-cap growth stocks added the most to relative returns, followed by selection in emerging markets bonds and international developed markets stocks. These underlying funds outpaced their respective benchmarks over the period. On the other hand, selection in investment-grade and high yield bonds detracted from relative performance as both underlying funds trailed their respective benchmarks in the past year. Tactical decisions to overweight and underweight asset classes had a modestly positive impact on relative returns, as the positive contribution from underweighting real assets equities offset the drag from our underweight to small-cap stocks.

Technology stocks led contributors as investors piled into fast-growing tech companies on hopes that they would outperform the overall economy. Amazon.com, Microsoft, Facebook, and Google parent company Alphabet ranked among the fund’s top contributors to

Total ReturnPeriodsEnded5/31/17 6Months 12Months

PersonalStrategy IncomeFund 7.62% 10.06%

PersonalStrategy IncomeFund–IClass 7.62 10.12

Morningstar Moderately Conservative Target RiskIndex 6.12 8.20

CombinedIndexBenchmark 5.81 7.72

Lipper Mixed-Asset Target Allocation ConservativeFundsIndex 5.14 7.01

Foradefinitionofthebenchmarks,pleaseseetheglossary at the end of this report.

Performance Comparison

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absolute returns. Banks and industrial companies such as Morgan Stanley, JPMorgan Chase, and Boeing performed well as investors bet that they would benefit from tax cuts, looser regulations, and infrastructure spending under the Trump administration. Among non-U.S. stocks, Chinese Internet companies Alibaba and Tencent were standout performers as both solidified their dominant positions in China’s fast-growing online economy. On the other hand, UK mobile phone operator Vodafone and Royal Bank of Scotland ranked among the biggest detractors as their shares fell amid Brexit-related concerns. Other large detractors included Bristol-Myers Squibb, which suffered from unfavorable clinical results for a key cancer drug last summer, and Tyson Foods, whose shares fell amid various setbacks including disappointing earnings and allegations of antitrust violations. (Please refer to the fund’s portfolio of investments for a complete list of holdings and the amount each represents in the portfolio.)

Personal Strategy Balanced Fund

The investment objective of the Personal Strategy Balanced Fund is to generate the highest total return consistent with an equal emphasis on income and capital appreciation. Effective October 1, 2016, the fund’s typical asset mix is 60% stocks, 35% bonds and cash, and 5% alternatives. The stock and bond allocations can vary as much as 10 percentage points above or below these targets, while the alternatives allocation can vary as much as five percentage points above or below its target. This asset allocation entails higher risk but a higher potential return than the Personal Strategy Income Fund over the long term.

As shown in the Performance Comparison table on page 10, the Personal Strategy Balanced Fund returned 9.80% and 13.32% for the six and 12 months ended May 31, 2017, respectively. The fund outperformed its combined index benchmark and its Lipper peer group index over both periods. The Personal Strategy Balanced Fund’s performance versus its peers over longer time periods remained excellent: The fund is in the top decile of its Lipper peer group for the trailing 1-, 5-, and 10-year periods and in the top quintile for the trailing three-year period. Based on cumulative total return, Lipper ranked the fund 44 of 567, 62 of 510, 41of 464, and 14 of 336 mixed-asset target allocation moderate funds for the 1-, 3-, 5-, and 10-year periods ended May 31, 2017, respectively. (Past performance cannot guarantee future results.)

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Security selection in the fund’s underlying investments contributed the most to relative performance. Selection in the fund’s U.S. large-cap growth stocks added the most to relative returns, followed by selection in international developed markets stocks and emerging markets bonds. These underlying funds outpaced their respective benchmarks over the period. On the other hand, selection in real assets equities, small-cap

stocks, and high yield bonds detracted from relative performance as these underlying funds trailed their respective benchmarks in the past year.

The inclusion of diversifying sectors, especially those within fixed income, also helped relative performance. Our exposure to high yield bonds lifted relative returns as high yield debt surged over the past year amid strong demand from yield-seeking investors and a rebound in oil prices that benefited the commodity producers that dominate the high yield market. Our exposure to emerging markets bonds also helped as relatively higher yields in many developing countries supported demand and drove strong performance in dollar-denominated emerging markets debt. Conversely, an allocation to real assets detracted from relative performance as real assets equities lagged the blended equity benchmark over the period. Tactical decisions to overweight and underweight asset classes had a modestly positive impact on relative returns, as the positive contribution from underweighting real assets equities offset the drag from our underweight to small-cap stocks.

Technology stocks led contributors as investors piled into fast-growing tech companies on hopes that they would outperform the overall economy. Amazon.com, Microsoft, Facebook, and Google parent company Alphabet ranked among the fund’s top contributors to


PersonalStrategy BalancedFund 9.80% 13.32%

PersonalStrategyBalanced Fund–IClass 9.84 13.48

Morningstar Moderate TargetRiskIndex 7.89 11.46


Lipper Mixed-Asset Target Allocation Moderate FundsIndex 7.49 11.02



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absolute returns. Banks and industrial companies such as Morgan Stanley, JPMorgan Chase, and Boeing performed well as investors bet that they would benefit from tax cuts, looser regulations, and infrastructure spending under the Trump administration. Among non-U.S. stocks, Chinese Internet companies Alibaba and Tencent were standout performers as both solidified their dominant positions in China’s fast-growing online economy. On the other hand, UK mobile phone operator Vodafone and Royal Bank of Scotland ranked among the biggest detractors as their shares fell amid Brexit-related concerns. Other large detractors included Bristol-Myers Squibb, which suffered from unfavorable clinical results for a key cancer drug last summer, and Tyson Foods, whose shares fell amid various setbacks including disappointing earnings and allegations of antitrust violations. (Please refer to the fund’s portfolio of investments for a complete list of holdings and the amount each represents in the portfolio.)

Personal Strategy Growth Fund

The investment objective of the Personal Strategy Growth Fund is to seek capital appreciation by investing primarily in common stocks. Effective October 1, 2016, the fund’s typical asset mix is 80% stocks, 16% bonds and cash, and 4% alternatives. The allocation to stocks can vary as much as 10 percentage points above or below its target, while the allocation to bonds and cash can vary between 5% and 25%. The alternatives allocation can range from 0% to 10% of the fund. This asset allocation entails higher risk but also a higher potential long-term return than the Personal Strategy Income Fund and the Personal Strategy Balanced Fund.

As shown in the Performance Comparison table on page 12, the Personal Strategy Growth Fund returned 11.97% and 16.56% for the six and 12 months ended May 31, 2017, respectively. The fund outperformed its combined index benchmark and its Lipper peer group index over both periods. The Personal Strategy Growth Fund’s performance versus its peers over longer time periods remained excellent: The fund is in the top decile of its Lipper peer group for the trailing one- and five-year periods and in the top quintile in the trailing 3- and 10-year periods. Based on cumulative total return, Lipper ranked the fund 11 of 500, 60 of 446, 10 of 411, and 47 of 319 mixed-asset target allocation growth funds for the 1-, 3-, 5-, and 10-year periods ended May 31, 2017, respectively. (Past performance cannot guarantee future results.)

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Security selection in the fund’s underlying investments contributed the most to relative performance. Selection in the fund’s U.S. large-cap growth stocks added the most to relative returns, followed by selection in international developed markets stocks. These underlying funds outpaced their respective benchmarks over the period. On the other hand, selection in real assets equities and small-cap stocks detracted

from relative performance as both underlying funds trailed their respective benchmarks in the past year.

The inclusion of diversifying sectors, especially those within fixed income, also helped relative performance. Our exposure to high yield bonds lifted relative returns as high yield debt surged over the past year amid strong demand from yield-seeking investors and a rebound in oil prices that benefited the commodity producers that dominate the high yield market. Our exposure to emerging markets bonds also helped as relatively higher yields in many developing countries supported demand and drove strong performance in dollar-denominated emerging markets debt. Conversely, an allocation to real assets detracted from relative performance as real assets equities lagged the blended equity benchmark over the period. Tactical decisions to overweight and underweight asset classes had a modestly positive impact on relative returns, as the positive contribution from underweighting real assets equities offset the drag from our underweight to small-cap stocks.

Technology stocks led contributors as investors piled into fast-growing tech companies on hopes that they would outperform the overall economy. Amazon.com, Microsoft, Facebook, and Google parent company Alphabet ranked among the fund’s top contributors to absolute returns. Banks and industrial companies such as Morgan Stanley, JPMorgan Chase, and Boeing performed well as investors


PersonalStrategy GrowthFund 11.97% 16.56%

PersonalStrategyGrowth Fund–IClass 12.03 16.67

Morningstar Moderately AggressiveTargetRiskIndex 9.93 14.91


Lipper Mixed-Asset Target AllocationGrowth FundsIndex 8.84 12.95



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bet that they would benefit from tax cuts, looser regulations, and infrastructure spending under the Trump administration. Among non-U.S. stocks, Chinese Internet companies Alibaba and Tencent were standout performers as both solidified their dominant positions in China’s fast-growing online economy. On the other hand, UK mobile phone operator Vodafone and Royal Bank of Scotland ranked among the biggest detractors as their shares fell amid Brexit-related concerns. Other large detractors included Bristol-Myers Squibb, which suffered from unfavorable clinical results for a key cancer drug last summer, and Tyson Foods, whose shares fell amid various setbacks including disappointing earnings and allegations of antitrust violations. (Please refer to the fund’s portfolio of investments for a complete list of holdings and the amount each represents in the portfolio.)

OuTLOOk

We expect that the modest global recovery that began at the end of 2016 will continue as improving global trade boosts export-oriented developed and emerging economies. We are encouraged to see evidence of stronger growth across most developed and emerging markets, an uncommon development in the current economic cycle. This improving economic environment should serve as a supportive catalyst to earnings growth.

Outside the U.S., growth in Europe is expected to improve this year, supported by rising household consumption, improving business investment, and increased global trade. Fears about a disorderly breakup of the euro have subsided after mainstream candidates won several key elections this year. Japan’s recent growth streak offers evidence that years of unorthodox fiscal and monetary stimulus under “Abenomics” may finally be working, though the country still struggles with weak consumption and low inflation. In emerging markets, growth is expected to pick up as Brazil and Russia exit recession, though recent corruption charges against Brazil’s president may slow reform momentum. Growth is expected to moderate in China, which is in the midst of a long-term transition to slower but more sustainable growth as Beijing tries to rebalance the drivers of economic activity.

Our outlook is tempered by several issues that could disrupt global markets in the near term. These risks include a potential misstep in monetary policy by the Fed or the possibility that U.S. fiscal policy will disappoint investors’ expectations. Given that U.S. stocks are trading

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near record price levels based on hopes for infrastructure spending, lower taxes, and deregulation promised by President Trump, any setback regarding the passage of these measures could derail the rally. In Europe, sovereign risks remain with Germany’s federal election and a possible early election in Italy set to occur this fall. Meanwhile, several European countries are still grappling with high debt and unemployment. In emerging markets, the prospect of reduced global trade and cross-border investment flows resulting from a shift toward U.S. protectionism remains a risk, as does a recent decline in energy prices. Finally, unexpected geopolitical developments could potentially curtail the global recovery, particularly given rising tensions with North Korea and in the South China Sea.

We believe that the broadening of global growth that began late last year will continue, albeit at modest levels, for the next several quarters. Nevertheless, we are mindful of the many geopolitical and policy developments that could undermine the current recovery. Given the numerous crosscurrents affecting global financial markets, we believe that the Personal Strategy Funds’ broad diversification and T. Rowe Price’s strengths in fundamental research will allow us to continue generating solid returns for our shareholders over the long run.

Thank you for investing with T. Rowe Price.

Respectfully submitted,

Charles ShriverPortfolio manager and chairman of the funds’ Investment Advisory Committee

June 14, 2017

The committee chairman has day-to-day responsibility for managing the portfolios and works with committee members in developing and executing the funds’ investment programs.

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Risks of Investing

As with all stock and bond mutual funds, each fund’s share price can fall because of weakness in the stock or bond markets, a particular industry, or specific holdings. Stock markets can decline for many reasons, including adverse political or economic developments, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, the investment manager’s assessment of companies held in a fund may prove incorrect, resulting in losses or poor performance even in rising markets.

Bonds are subject to interest rate risk, the decline in bond prices that usually accom-panies a rise in interest rates, and credit risk, the chance that any fund holding could have its credit rating downgraded or that a bond issuer will default (fail to make timely payments of interest or principal), potentially reducing the fund’s income level and share price. High yield corporate bonds could have greater price declines than funds that invest primarily in high-quality bonds. Companies issuing high yield bonds are not as strong financially as those with higher credit ratings, so the bonds are usually considered speculative investments.

FundsthatinvestoverseasmaycarrymoreriskthanfundsthatinveststrictlyinU.S.assets. Risks can result from varying stages of economic and political development; differing regulatory environments, trading days, and accounting standards; and higher transactioncostsofnon-U.S.markets.Non-U.S.investmentsarealsosubjecttocurrencyrisk,oradeclineinthevalueofaforeigncurrencyversustheU.S.dollar,whichreducesthe dollar value of securities denominated in that currency.

Glossary

Bloomberg Barclays Global aggregate ex u.S. dollar Bond Index: Tracks the performance of government, corporate, agency, and mortgage-related bonds in Europe, the Asia-Pacificregion,andCanada.

Bloomberg Barclays u.S. aggregate Bond Index: An unmanaged index that tracks investment-grade bonds, including corporate, government, and mortgage-backed securities.

citigroup 3-Month Treasury Bill Index:Anunmanagedindexthattracksshort-termU.S.government debt instruments.

combined index benchmarks:Unmanagedportfolioscomposedofthefollowingunderlying indexes as of May 31, 2016:

•Personal Strategy Income—40%stocks(28%Russell3000Index,12%MSCIAllCountryWorldIndexexUSA),40%bonds(BloombergBarclaysU.S.AggregateBondIndex),and20%moneymarketsecurities(Citigroup3-MonthTreasuryBillIndex).

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Glossary (continued)

•Personal Strategy Balanced—60%stocks(42%Russell3000Index,18%MSCIAllCountryWorldIndexexUSA),30%bonds(BloombergBarclaysU.S.AggregateBondIndex),and10%moneymarketsecurities(Citigroup3-MonthTreasuryBillIndex).

•Personal Strategy Growth—80%stocks(56%Russell3000Index,24%MSCIAllCountryWorldIndexexUSA)and20%bonds(BloombergBarclaysU.S.AggregateBond Index).

credit Suisse High yield Index: Tracks the performance of domestic noninvestment-grade corporate bonds.

Federal funds rate (or target rate): The interest rate charged on overnight loans of reservesbyonefinancialinstitutiontoanotherintheUnitedStates.TheFederalReservesets a target federal funds rate to affect the direction of interest rates.

Gross domestic product: The total market value of all goods and services produced in a country in a given year.

Lipper Mixed-asset Target allocation conservative Funds Index: A peer group benchmark thatmeasurestheperformanceofsimilarfundswithamixofbetween20%and40%equities, with the remainder invested in bonds and short-term investments.

Lipper Mixed-asset Target allocation Growth Funds Index: A peer group benchmark thatmeasurestheperformanceofsimilarfundswithamixofbetween60%and80%equities, with the remainder invested in bonds and short-term investments.

Lipper Mixed-asset Target allocation Moderate Funds Index: A peer group benchmark thatmeasurestheperformanceofsimilarfundswithamixofbetween40%and60%equities, with the remainder invested in bonds and short-term investments.

Morningstar Moderate Target Risk Index: Represents a portfolio of global equities (fixed at60%),bonds,andotherassetclasses.

Morningstar Moderately aggressive Target Risk Index: Represents a portfolio of global equities(fixedat80%),bonds,andotherassetclasses.

Morningstar Moderately conservative Target Risk Index: Represents a portfolio of global equities(fixedat40%),bonds,andotherassetclasses.

MScI all country World Index ex uSa: An index that measures equity market perfor-manceofdevelopedandemergingcountries,excludingtheU.S.

MScI Emerging Markets Index: A capitalization-weighted index of stocks from emerging market countries that only includes securities that may be traded by foreign investors.

Proof #3

17


Glossary (continued)

Russell 3000 Index: Anindexthattrackstheperformanceofthe3,000largestU.S.companies,representingapproximately98%oftheinvestableU.S.equitymarket.

S&P 500 Index:Anindexthattracksthestocksof500primarilylarge-capU.S.companies.

Note:BloombergIndexServicesLtd.Copyright2017,BloombergIndexServicesLtd.Usedwith permission.

Note: MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices or any securities or financial products. This report is not approved, reviewed, or produced by MSCI.

Note:RussellInvestmentGroupisthesourceandownerofthetrademarks,servicemarks,andcopyrights related to the Russell indexes. Russell®isatrademarkofRussellInvestmentGroup.

Proof #3

18


PORTFOLIO OvERvIEW

Percentof Percentof Net Assets Net Assets 5/31/17 5/31/17

Personal Strategy Income

Reserves 7.6%Bonds 49.1Stocks 38.4HedgedFund 4.9

Total 100.0%

Largest Stock HoldingsAmazon.com 1.1%Alphabet 0.8Microsoft 0.8Facebook 0.6JPMorganChase 0.6

Personal Strategy Balanced


Total 100.0


Personal Strategy Growth


Total 100.0


Portfolio Highlights

Proof #3

19


Performance and Expenses

Personal Strategy Income Fund $17,017

As of 5/31/17

5/07 5/08 5/09 5/10 5/11 5/12 5/13 5/14 5/15 5/16 5/17

P E R S O N A L ST R AT EGY I N CO M E F U N D

10,000

15,000

20,000

25,000

30,000

$35,000

Lipper Mixed-Asset Target Allocation Conservative Funds Index $15,323

Linked Performance Benchmark* $19,534Morningstar Moderately Conservative Target Risk Index $16,037

Note: Performance for the I Class will vary due to its differing fee structure. See returns table below. *The linked performance benchmark reflects the performance of the Bloomberg Barclays U.S. Aggregate Bond Index to 6/30/09 and the performance of the Morningstar Moderately Conservative Target Risk Index from 7/1/09 forward.

Growth of $10,000

This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with benchmarks, which may include a broad-based market index and a peer group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages and indexes.

Since InceptionPeriodsEnded5/31/17 1Year 5Years 10Years Inception Date

PersonalStrategyIncomeFund 10.06% 7.61% 5.46% – –

PersonalStrategyIncomeFund– IClass 10.12 – – 10.44% 3/23/16

This table shows how the fund would have performed each year if its actual (or cumula-tive) returns for the periods shown had been earned at a constant rate. Returns do not reflect taxes that the shareholder may pay on fund distributions or the redemption of fundshares.Pastperformancecannotguaranteefutureresults.

Average Annual Compound Total Return

Proof #3

20


Personal Strategy Balanced Fund $17,800

As of 5/31/17

P E R S O N A L ST R AT EGY B A L A N CE D F U N D

10,000

15,000

20,000

25,000

30,000

$35,000

Morningstar Moderate Target Risk Index $16,624Lipper Mixed-Asset Target Allocation Moderate Funds Index $15,449

Note: Performance for the I Class will vary due to its differing fee structure. See returns table below. *The linked performance benchmark reflects the performance of the Merrill Lynch-Wilshire Capital Market Index to 6/30/09 and the performance of the Morningstar Moderate Target Risk Index from 7/1/09 forward.

5/07 5/08 5/09 5/10 5/11 5/12 5/13 5/14 5/15 5/16 5/17

Linked Performance Benchmark* $15,791

Growth of $10,000



PersonalStrategyBalancedFund 13.32% 9.97% 5.94% – –

PersonalStrategyBalancedFund– IClass 13.48 – – 13.64% 3/23/16



Proof #3

21


Personal Strategy Growth Fund $17,708

As of 5/31/17

P E R S O N A L ST R AT EGY G R OW T H F U N D

10,000

15,000

20,000

25,000

30,000

$35,000

Morningstar Moderately Aggressive Target Risk Index $16,791Lipper Mixed-Asset Target Allocation Growth Funds Index $16,761

Linked Performance Benchmark* $17,954

Note: Performance for the I Class will vary due to its differing fee structure. See returns table below. *The linked performance benchmark reflects the performance of the Merrill Lynch-Wilshire Capital Market Index to 6/30/09 and the performance of the Morningstar Moderately Aggressive Target Risk Index from 7/1/09 forward.

5/07 5/08 5/09 5/10 5/11 5/12 5/13 5/14 5/15 5/16 5/17

Growth of $10,000



PersonalStrategyGrowthFund 16.56% 12.17% 5.88% – –

PersonalStrategyGrowthFund– IClass 16.67 – – 16.67% 3/23/16



Proof #3

22


Fund Expense Example

As a mutual fund shareholder, you may incur two types of costs: (1) transaction costs, such as redemption fees or sales loads, and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the most recent six-month period and held for the entire period.

Pleasenotethatthefundhastwoshareclasses:Theoriginalshareclass(InvestorClass)charges no distribution and service (12b-1) fee, and the I Class shares are also available to institutionally oriented clients and impose no 12b-1 or administrative fee payment. Each share class is presented separately in the table.

actual ExpensesThe first line of the following table (Actual) provides information about actual account values and expenses based on the fund’s actual returns. You may use the information on this line, together with your account balance, to estimate the expenses that you paid over the period. Simplydivideyouraccountvalueby$1,000(forexample,an$8,600accountvaluedividedby$1,000=8.6),thenmultiplytheresultbythenumberonthefirstlineundertheheading“ExpensesPaidDuringPeriod”toestimatetheexpensesyoupaidonyouraccountduringthis period.

Hypothetical Example for comparison PurposesThe information on the second line of the table (Hypothetical) is based on hypothetical account values and expenses derived from the fund’s actual expense ratio and an assumed 5%peryearrateofreturnbeforeexpenses(notthefund’sactualreturn).Youmaycomparetheongoingcostsofinvestinginthefundwithotherfundsbycontrastingthis5%hypotheticalexampleandthe5%hypotheticalexamplesthatappearintheshareholderreportsoftheotherfunds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

Note:T.RowePricechargesanannualaccountservicefeeof$20,generallyforaccountswithlessthan$10,000.ThefeeiswaivedforanyinvestorwhoseT.RowePricemutualfundaccountstotal$50,000ormore;accountselectingtoreceiveelectronicdeliveryofaccountstatements, transaction confirmations, prospectuses, and shareholder reports; or accounts ofaninvestorwhoisaT.RowePricePersonalServicesorEnhancedPersonalServicesclient(enrollmentintheseprogramsgenerallyrequiresT.RowePriceassetsofatleast$250,000).This fee is not included in the accompanying table. If you are subject to the fee, keep it in mind when you are estimating the ongoing expenses of investing in the fund and when comparing the expenses of this fund with other funds.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs, such as redemption fees or sales loads. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. To the extent a fund charges transaction costs, however, the total cost of owning that fund is higher.

Proof #3

23


Beginning Ending ExpensesPaid AccountValue AccountValue DuringPeriod* 12/1/16 5/31/17 12/1/16to5/31/17

Investor classActual $1,000.00 $1,076.20 $2.12

Hypothetical(assumes5% returnbeforeexpenses) 1,000.00 1,022.89 2.07

I classActual 1,000.00 1,076.20 1.71

Hypothetical(assumes5% return before expenses) 1,000.00 1,023.29 1.66

*Expensesareequaltothefund’sannualizedexpenseratioforthe6-monthperiod,multiplied by the average account value over the period, multiplied by the number of daysinthemostrecentfiscalhalfyear(182),anddividedbythedaysintheyear(365)to reflect the half-year period. The annualized expense ratio of the Investor Class was 0.41%,andtheIClasswas0.33%.


Fund Expense Example (continued)




I classActual 1,000.00 1,098.40 2.35



Personal Strategy Balanced Fund

Proof #3

24


Fund Expense Example (continued)




I classActual 1,000.00 1,120.30 2.91



Personal Strategy Growth Fund

Proof #3

25



PersonalStrategy IncomeFund 8.65% 6.16% 5.59% – –

PersonalStrategy IncomeFund–IClass 8.71 – – 9.37% 3/23/16

PersonalStrategy BalancedFund 11.39 7.96 6.18 – –

PersonalStrategy BalancedFund–IClass 11.54 – – 12.37 3/23/16

PersonalStrategy GrowthFund 14.01 9.53 6.22 – –

PersonalStrategy GrowthFund–IClass 14.16 – – 15.13 3/23/16

Current performance may be higher or lower than the quoted past performance, which cannot guarantee future results. Share price, principal value, and return will vary, and you may have a gain or loss when you sell your shares. For the most recent month-end perfor-mance, please visit our website (troweprice.com) or contact a T. Rowe Price representative at 1-800-225-5132 or, for I Class shares, 1-800-638-8790.

This table provides returns through the most recent calendar quarter-end rather than through the end of the funds’ fiscal period. It shows how each fund would have performed each year if its actual (or cumulative) returns for the periods shown had been earned at a constant rate. Average annual total return figures include changes in principal value, rein-vested dividends, and capital gain distributions. Returns do not reflect taxes that the shareholdermaypayonfunddistributionsortheredemptionoffundshares.Whenassessing performance, investors should consider both short- and long-term returns.

Quarter-End Returns

PersonalStrategyIncomeFund 0.74%

PersonalStrategyIncomeFund–IClass 0.65

PersonalStrategyBalancedFund 0.84

PersonalStrategyBalancedFund–IClass 0.75

PersonalStrategyGrowthFund 0.91

PersonalStrategyGrowthFund–IClass 0.79

Theexpenseratioshownisasofeachfund’sfiscalyearended5/31/16.Thisnumbermay vary from the expense ratio shown elsewhere in this report because it is based on a different time period and, if applicable, includes acquired fund fees and expenses but does not include fee or expense waivers.

Expense Ratio

Proof #3

This page intentionally left blank.

Proof #3

C11-050 7/17

STOck FuNdSdomestic Blue Chip GrowthCapital Appreciation‡

Capital OpportunityDiversified Mid-Cap GrowthDividend GrowthEquity IncomeEquity Index 500Extended Equity Market IndexFinancial ServicesGrowth & IncomeGrowth StockHealth Sciences‡

Media & TelecommunicationsMid-Cap Growth‡

Mid-Cap Value‡

New America GrowthNew EraNew Horizons‡

QM U.S. Small & Mid-Cap Core EquityQM U.S. Small-Cap Growth EquityQM U.S. Value EquityReal EstateScience & TechnologySmall-Cap Stock‡

Small-Cap ValueTax-Efficient Equity Total Equity Market IndexU.S. Large-Cap CoreValue

aSSET aLLOcaTION FuNdSBalanced Global AllocationPersonal Strategy BalancedPersonal Strategy GrowthPersonal Strategy IncomeReal AssetsSpectrum GrowthSpectrum IncomeSpectrum InternationalTarget Date Fundsˆ

BONd FuNdSdomestic TaxableCorporate IncomeCredit OpportunitiesFloating RateGNMA High Yield‡

Inflation Protected BondLimited Duration Inflation

Focused BondNew IncomeShort-Term BondTotal ReturnUltra Short-Term BondU.S. Bond Enhanced IndexU.S. High YieldU.S. Treasury IntermediateU.S. Treasury Long-Term

domestic Tax-FreeCalifornia Tax-Free BondGeorgia Tax-Free BondIntermediate Tax-Free High YieldMaryland Short-Term Tax-Free BondMaryland Tax-Free BondNew Jersey Tax-Free BondNew York Tax-Free BondSummit Municipal IncomeSummit Municipal IntermediateTax-Free High YieldTax-Free IncomeTax-Free Short-IntermediateVirginia Tax-Free Bond

MONEy MaRkET FuNdSTaxableCash Reserves1

Government Money2

U.S. Treasury Money2

MONEy MaRkET FuNdS (cont.)Tax-FreeCalifornia Tax-Free Money1

Maryland Tax-Free Money1

New York Tax-Free Money1

Summit Municipal Money Market1

Tax-Exempt Money1

INTERNaTIONaL/GLOBaL FuNdSStockAfrica & Middle EastAsia OpportunitiesEmerging EuropeEmerging Markets StockEmerging Markets Value StockEuropean Stock Global ConsumerGlobal Growth StockGlobal IndustrialsGlobal Real EstateGlobal StockGlobal TechnologyInternational Concentrated EquityInternational DiscoveryInternational Equity IndexInternational StockInternational Value EquityJapanLatin AmericaNew AsiaOverseas StockQM Global Equity

BondDynamic Global BondEmerging Markets BondEmerging Markets Corporate BondEmerging Markets Local Currency BondGlobal High Income BondGlobal Multi-Sector BondInternational Bond

T.RowePriceInvestmentServices,Inc. 100EastPrattStreet Baltimore,MD21202

This page contains supplementary information that is not part of the shareholder report.

T. Rowe Price Mutual Funds

201707-188286

Call 1-800-225-5132 to request a prospectus or summary prospectus; each includes investment objectives, risks, fees, expenses, and other information that you should read and consider carefully before investing. ‡ ClosedtonewinvestorsexceptforadirectrolloverfromaretirementplanintoaT.RowePriceIRAinvested in this fund.

ˆ TheTargetDateFundsareinclusiveoftheRetirementFunds,theTargetFunds,andtheRetirementBalancedFund.

1 Retail Funds: You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. Beginning October 14, 2016, the Fund may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

2 Government Funds: You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Proof #6

PRSIX

PPIPX

ANNuAlREPORTFinancial Statements

May 31, 2017


Personal Strategy Income Fund–I Class

T. Rowe PRICe

Proof #6

2

T. Rowe Price Personal Strategy Income Fund

Financial Highlights For a share outstanding throughout each period

The accompanying notes are an integral part of these financial statements.

Investor Class

Year Ended

5/31/17

5/31/16

5/31/15

5/31/14

5/31/13

NET ASSET VALUE

Beginning of period

$ 17.77 $ 18.62 $ 18.93 $ 18.03 $ 16.21

Investment activities

Net investment income(1)

0.34(2)

0.34(2)

0.35(2)

0.35(2)

0.36(2)

Net realized and unrealized gain / loss

1.42

(0.42)

0.39

1.50

1.91

Total from investment activities 1.76 (0.08) 0.74 1.85 2.27

Distributions

Net investment income

(0.35) (0.35) (0.37) (0.37)

(0.37)

Net realized gain

(0.04) (0.42) (0.68) (0.58)

(0.08)

Total distributions

(0.39) (0.77) (1.05) (0.95)

(0.45)

NET ASSET VALUE

End of period $ 19.14 $ 17.77 $ 18.62 $ 18.93 $ 18.03

Ratios/Supplemental Data Total return(3) 10.06%(2) (0.30)% (2) 4.10%(2) 10.60%(2) 14.21%(2)

Ratio of total expenses to average net assets

0.41%

(2) 0.44%

(2) 0.44%

(2) 0.45%

(2) 0.46%

(2)

Ratio of net investment income to average net assets

1.85%

(2) 1.91%

(2) 1.89%

(2) 1.93%

(2) 2.06%

(2)

Portfolio turnover rate

61.2% 81.1% 73.2% 58.7% 64.8%

Net assets, end of period

(in millions)

$ 1,790 $ 1,602 $ 1,516 $ 1,372 $ 1,194

(1) Per share amounts calculated using average shares outstanding method. (2) See Note 6. Excludes expenses permanently waived 0.15%, 0.15%, 0.14%, 0.14%, and 0.15% of

average net assets for the years ended 5/31/17, 5/31/16, 5/31/15, 5/31/14, and 5/31/13, respectively, related to investments in T. Rowe Price mutual funds.

(3) Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions.

Proof #6

3



I Class

Year Ended

5/31/17

3/23/16(1)

Through 5/31/16

NET ASSET VALUE

Beginning of period

$ 17.77

$ 17.45

Investment activities

Net investment income(2)

0.35(3)(4)

0.06(3)(5)

Net realized and unrealized gain / loss

1.42

0.32(6)

Total from investment activities

1.77

0.38

Distributions

Net investment income

(0.37)

(0.06)

Net realized gain

(0.04)

–

Total distributions

(0.41)

(0.06)

NET ASSET VALUE

End of period $ 19.13 $ 17.77

Ratios/Supplemental Data Total return(7) 10.12%(3)(4) 2.18%(3)(5)

Ratio of total expenses to average net assets 0.34%

(3)(4) 0.34%

(3)(5)(8)

Ratio of net investment income to average net assets 1.89%

(3)(4) 2.05%

(3)(5)(8)

Portfolio turnover rate

61.2%

81.1%

Net assets, end of period (in thousands)

46,998

$4,821

(1) Inception date (2) Per share amounts calculated using average shares outstanding method. (3) See Note 6. Excludes expenses permanently waived 0.15% and 0.15% of average net assets for

the year ended 5/31/17 and the period ended 5/31/16, respectively, related to investments in T. Rowe Price mutual funds.

(4) See Note 6. Includes expenses repaid (0.00% of average net assets) related to its contractual operating expense limitation.

(5) See Note 6. Excludes expenses waived (0.01% of average net assets) related to the contractual operating expense limitation in effect through 9/30/18.

Proof #6

4




(6) The amount presented is inconsistent with the fund's aggregate gains and losses because of the timing of sales and redemptions of fund shares in relation to fluctuating market values for the investment portfolio.

(7) Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions. Total return is not annualized for periods of less than one year.

(8) Annualized

Proof #6

T. Rowe Price Personal Strategy Income Fund May 31, 2017

Portfolio of Investments ‡ Shares/Par $ Value

(Cost and value in $000s)

5

COMMON STOCKS 35.3%

CONSUMER DISCRETIONARY 5.2%

Auto Components 0.3%

Aisin Seiki (JPY) 9,900 489

Autoliv, GDR (SEK) (1) 7,988 883

Delphi Automotive 14,610 1,285

Gentherm (2) 10,285 388

GKN (GBP) 173,459 783

Koito Manufacturing (JPY) 6,700 353

Sumitomo Rubber Industries (JPY) 27,300 465

4,646

Automobiles 0.4%

BMW (EUR) 7,946 745

Ferrari 6,800 590

Honda Motor (JPY) 60,400 1,692

Suzuki Motor (JPY) 22,400 1,054

Tesla (2) 6,680 2,278

Toyota Motor (JPY) 25,400 1,363

7,722

Distributors 0.0%

Core-Mark Holding 8,200 279

279

Diversified Consumer Services 0.0%

American Public Education (2) 4,000 88

Chegg (2) 25,489 306

394

Hotels, Restaurants & Leisure 0.7%

Bojangles (2) 4,127 72

Compass Group (GBP) 69,793 1,506

Denny's (2) 21,000 250

Domino's Pizza 590 125

Fiesta Restaurant (2) 7,784 172

Proof #6


Shares/Par $ Value


6

Hilton Grand Vacations (2) 5,500 197

Hilton Worldwide Holdings 14,925 992

Jack in the Box 3,150 336

Las Vegas Sands 8,918 527

Marriott, Class A 15,427 1,661

McDonald's 794 120

MGM Resorts International 28,300 898

Norwegian Cruise Line Holdings (2) 23,225 1,160

Red Robin Gourmet Burgers (2) 4,579 330

Royal Caribbean Cruises 10,440 1,150

Sonic 18,192 531

Starbucks 18,500 1,177

Wingstop 8,100 231

Yum! Brands 18,005 1,308

12,743

Household Durables 0.3%

Calatlantic 1,380 50

Lennar, Class A 15,331 787

Panasonic (JPY) 100,800 1,292

Persimmon (GBP) 43,642 1,383

Sony (JPY) 15,000 548

Tempur Sealy International (2) 9,650 448

Tri Pointe (2) 13,006 161

4,669

Internet & Direct Marketing Retail 1.8%

Amazon.com (2)(10) 19,495 19,390

Ctrip.com International, ADR (2) 22,420 1,225

Etsy (2) 9,000 121

Liberty TripAdvisor Holdings, Class A (2) 14,500 172

Netflix (2) 15,056 2,455

Priceline (2) 5,326 9,997

33,360

Proof #6


Shares/Par $ Value


7

Leisure Products 0.0%

Nautilus Group (2) 3,200 58

58

Media 0.6%

Cable One 440 316

Charter Communications, Class A (2) 247 85

Comcast, Class A 70,444 2,937

CyberAgent (JPY) 20,900 754

Eutelsat Communications (EUR) 29,618 762

Liberty Global, Class A (2) 18,816 575

Liberty Global, Series C (2) 20,506 609

New Media Investment 4,400 57

Scholastic 3,827 163

Sky (GBP) 77,970 997

Stroeer (EUR) (1) 4,275 275

Twenty-First Century Fox 85,304 2,295

Walt Disney 376 41

WPP (GBP) 69,036 1,554

11,420

Multiline Retail 0.1%

Dollar General 15,630 1,147

Lojas Renner (BRL) 61,007 497

Marks & Spencer Group (GBP) 3,474 17

Ollies Bargain Outlet Holdings (2) 5,329 220

Tuesday Morning (2) 24,700 42

1,923

Specialty Retail 0.7%

AutoZone (2) 1,471 891

Burlington Stores (2) 4,900 479

Five Below (2) 4,500 231

Floor & Decor Holdings, Class A (2) 636 25

Home Depot 18,000 2,763

Proof #6


Shares/Par $ Value


8

Kingfisher (GBP) 360,883 1,509

Lowe's 45,080 3,551

Michaels (2) 14,000 271

Monro Muffler Brake 4,225 210

O'Reilly Automotive (2) 5,754 1,393

RH (2) 4,238 238

Ross Stores 19,730 1,261

Tile Shop Holdings 15,800 310

Zumiez (2) 9,100 130

13,262

Textiles, Apparel & Luxury Goods 0.3%

Burberry (GBP) 52,560 1,231

Coach 7,900 365

Kering (EUR) 3,286 1,087

Moncler (EUR) 34,758 847

Samsonite International (HKD) 223,500 897

Skechers U.S.A., Class A (2) 13,600 347

4,774

Total Consumer Discretionary 95,250

CONSUMER STAPLES 2.5%

Beverages 0.2%

Boston Beer, Class A (2) 1,230 175

Constellation Brands, Class A 2,028 371

Diageo (GBP) 50,207 1,509

Kirin Holdings (JPY) 51,200 1,080

Molson Coors Brewing, Class B 226 21

Monster Beverage (2) 1,600 81

PepsiCo 7,595 888

4,125

Food & Staples Retailing 0.4%

Costco Wholesale 280 51

Proof #6


Shares/Par $ Value


9

CVS Health 12,237 940

Performance Food (2) 6,550 185

Seven & i Holdings (JPY) 31,300 1,331

Sprouts Farmers Market (2) 7,600 182

Wal-Mart 17,278 1,358

Walgreens Boots Alliance 34,119 2,764

6,811

Food Products 0.9%

Bunge Limited 11,844 947

Cal-Maine Foods (2) 10,331 384

Danone (EUR) 11,184 831

Danone, Rights, 6/8/17 (EUR) (2) 11,184 —

Mondelez International 7,957 371

Nestle (CHF) 60,057 5,128

Pinnacle Foods 10,400 648

Post Holdings (2) 4,000 321

Snyders-Lance 6,000 220

TreeHouse Foods (2) 4,250 328

Tyson Foods, Class A 110,374 6,329

Wilmar International (SGD) 371,300 950

16,457

Household Products 0.1%

Procter & Gamble 17,552 1,546

1,546

Personal Products 0.3%

Conyers Park Acquisition, Equity Units (2) 7,692 99

L'Oreal (EUR) 7,919 1,694

Pola Orbis Holdings (JPY) 20,900 585

Unilever (GBP) 67,267 3,750

6,128

Tobacco 0.6%

British American Tobacco (GBP) 16,922 1,211

Proof #6


Shares/Par $ Value


10

Philip Morris International 85,143 10,200

11,411

Total Consumer Staples 46,478

ENERGY 1.2%

Energy Equipment & Services 0.1%

Diamond Offshore Drilling (2) 7,700 89

Dril-Quip (2) 2,200 109

Forum Energy Technologies (2) 5,100 83

Frank's International 8,200 61

NCS Multistage Holdings (2) 1,051 28

SEACOR Holdings (2) 3,617 221

WorleyParsons (AUD) (2) 58,786 540

1,131

Oil, Gas & Consumable Fuels 1.1%

Advantage Oil & Gas (CAD) (2) 12,676 80

BP, ADR 42,599 1,540

Centennial Resource Development, Class A (2) 7,029 109

Chevron 5,448 564

Diamondback Energy (2) 2,300 213

Enbridge 12,618 486

EOG Resources 31,367 2,833

Jagged Peak Energy (2) 6,800 88

Marathon Petroleum 25,709 1,338

Matador Resources (2) 7,300 166

Occidental Petroleum 29,101 1,715

Parsley Energy, Class A (2) 5,150 153

Royal Dutch Shell, B Shares, ADR 25,900 1,456

Silver Run Acquisition Corp II, Equity Units (2) 5,700 60

SM Energy 2,600 44

Statoil (NOK) 40,273 702

Total (EUR) 50,988 2,694

Total, ADR 59,634 3,119

Proof #6


Shares/Par $ Value


11

TransCanada 57,203 2,657

Venture Global LNG, Series C, Acquisition Date: 5/25/17 Cost $57 (2)(3) 16 57

20,074

Total Energy 21,205

FINANCIALS 6.6%

Banks 3.0%

Atlantic Capital Bancshares (2) 6,733 125

Australia & New Zealand Banking (AUD) 86,816 1,804

Bank of NT Butterfield & Son 5,600 185

BankUnited 13,900 461

Barclays, ADR 29,176 314

Blue Hills Bancorp 5,194 94

BNC Bancorp 7,102 224

BNP Paribas (EUR) (1) 31,486 2,223

Bridge Bancorp 5,600 186

Capital Bank Financial, Class A 6,640 246

Chemical Financial 1,157 52

Citigroup 64,913 3,930

Citizens Financial 19,765 674

Commerzbank (EUR) (2) 36,053 381

CU Bancorp (2) 1,736 63

Danske Bank, A Shares (DKK) 31,059 1,163

DBS Group (SGD) 100,767 1,489

DNB (NOK) 126,092 2,138

East West Bancorp 4,783 262

Erste Group Bank (EUR) 22,329 811

FB Financial (2) 3,800 130

Fifth Third Bancorp 53,221 1,263

First Hawaiian 6,185 170

First Republic Bank 7,916 729

Guaranty Bancorp 3,800 96

Heritage Commerce 8,849 119

Proof #6


Shares/Par $ Value


12

Heritage Financial 139 3

Home Bancshares 10,300 241

Hope Bancorp 8,200 143

ING Groep (EUR) 136,442 2,290

Intesa Sanpaolo (EUR) 414,064 1,187

JPMorgan Chase 130,106 10,688

KeyCorp 78,953 1,379

Live Oak Bancshares 5,149 126

Lloyds Banking Group (GBP) 1,733,121 1,578

National Bank of Canada (CAD) 32,500 1,282

Nordea Bank (SEK) 144,028 1,845

Pacific Continental 2,975 70

Pacific Premier Bancorp (2) 3,000 102

Park Sterling 12,741 148

Pinnacle Financial Partners 2,900 174

PNC Financial Services Group 16,012 1,901

Popular 5,500 205

Prosperity Bancshares 4,600 288

Seacoast Banking (2) 8,675 196

Simmons First National, Class A 2,400 122

Standard Chartered (GBP) (2) 74,451 703

Sumitomo Mitsui Trust Holdings (JPY) 32,589 1,101

Svenska Handelsbanken, A Shares (SEK) 123,141 1,732

Synovus Financial 6,425 263

Texas Capital Bancshares (2) 5,030 369

Towne Bank/Portsmouth VA 7,300 212

Tristate Capital Holdings (2) 4,200 97

U.S. Bancorp 54,222 2,759

United Overseas Bank (SGD) 49,600 823

Webster Financial 5,245 256

Wells Fargo 80,513 4,117

Western Alliance Bancorp (2) 10,400 476

56,208

Proof #6


Shares/Par $ Value


13

Capital Markets 1.5%

Ameriprise Financial 11,833 1,429

Bank of New York Mellon 62,128 2,928

CBOE Holdings 4,912 424

Charles Schwab 25,733 997

Close Brothers Group (GBP) 10,609 219

CME Group 2,871 337

Cohen & Steers 3,900 153

Financial Engines 5,500 209

GAM Holding (CHF) 41,018 565

Goldman Sachs 173 37

Intercontinental Exchange 59,910 3,606

Macquarie Group (AUD) 15,729 1,048

Morgan Stanley 191,020 7,973

S&P Global 2,516 359

State Street 50,739 4,133

TD Ameritrade Holding 65,900 2,462

26,879

Consumer Finance 0.1%

Credit Saison (JPY) 34,500 641

Encore Capital (2) 6,700 242

SLM (2) 35,601 370

Synchrony Financial 32,462 872

2,125

Diversified Financial Services 0.1%

Challenger (AUD) 131,583 1,251

Mitsubishi UFJ Lease & Finance (JPY) 126,300 644

1,895

Insurance 1.8%

AIA Group (HKD) 179,600 1,271

American International Group 27,655 1,760

Assured Guaranty 10,477 409

Proof #6


Shares/Par $ Value


14

Aviva (GBP) 215,736 1,464

AXA (EUR) 101,597 2,713

Chubb 14,745 2,111

Direct Line Insurance (GBP) 244,225 1,098

Enstar (2) 900 169

Infinity Property & Casualty 3,250 311

Marsh & McLennan 39,232 3,043

MetLife 48,720 2,465

Munich Re (EUR) 7,983 1,576

Ping An Insurance, H Shares (HKD) 107,000 685

Progressive 6,341 269

Prudential (GBP) 87,608 1,966

RSA Insurance Group (GBP) 134,994 1,089

Safety Insurance Group 2,000 133

Selective Insurance 9,100 465

State Auto Financial 5,000 124

Storebrand (NOK) 143,651 940

Sun Life Financial (CAD) 32,300 1,060

Tokio Marine Holdings (JPY) 45,100 1,914

Willis Towers Watson 12,401 1,818

XL Group 71,853 3,139

Zurich Insurance Group (CHF) 4,640 1,365

33,357

Mortgage Real Estate Investment Trusts 0.0%

Hannon Armstrong Sustainable Infrastructure, REIT 5,400 118

118

Thrifts & Mortgage Finance 0.1%

Beneficial Bancorp 12,785 187

Capitol Federal Financial 12,741 176

Clifton Bancorp 3,700 60

Essent (2) 2,700 98

Kearny Financial 6,000 84

Meridian Bancorp 9,504 154

Proof #6


Shares/Par $ Value


15

PennyMac Financial Services, Class A (2) 3,100 50

Radian 14,400 231

1,040

Total Financials 121,622

HEALTH CARE 5.4%

Biotechnology 0.7%

ACADIA Pharmaceuticals (2) 3,600 93

Acceleron Pharma (2) 3,100 79

Advanced Accelerator Applications, ADR (2) 1,516 57

Alexion Pharmaceuticals (2) 16,746 1,642

Alkermes (2) 3,900 225

Aquinox Pharmaceuticals (2) 1,733 22

Axovant Sciences (2) 2,291 49

Biogen (2) 5,954 1,475

Blueprint Medicines (2) 1,585 57

Celgene (2) 16,311 1,866

CSL (AUD) 5,762 554

Exelixis (2) 10,300 193

Gilead Sciences 5,727 372

Insmed (2) 7,225 111

Ironwood Pharmaceuticals (2) 15,300 271

Kite Pharma (2) 2,000 145

Prothena (2) 4,836 247

Radius Health (2) 9,800 339

Regeneron Pharmaceuticals (2) 110 50

SAGE Therapeutics (2) 3,000 198

Seattle Genetics (2) 2,300 147

Shire, ADR 8,182 1,413

Spark Therapeutics (2) 3,000 153

TESARO (2) 2,398 358

Ultragenyx Pharmaceutical (2) 200 11

Vertex Pharmaceuticals (2) 17,513 2,165

Proof #6


Shares/Par $ Value


16

Xencor (2) 4,867 100

12,392

Health Care Equipment & Supplies 1.3%

Abbott Laboratories 21,641 988

Becton, Dickinson & Company 24,216 4,583

Danaher (10) 53,019 4,504

Dentsply Sirona 800 51

Elekta, B Shares (SEK) (1) 42,981 431

GN Store Nord (DKK) 39,092 1,192

Halyard Health (2) 5,200 187

Hologic (2) 39,063 1,692

Intuitive Surgical (2) 3,431 3,138

K2M Group Holdings (2) 19,436 442

Medtronic 45,469 3,832

Penumbra (2) 441 37

Sonova (CHF) 2,017 334

STERIS 5,200 403

Stryker 19,140 2,736

Wright Medical (2) 12,134 324

24,874

Health Care Providers & Services 1.2%

Acadia Healthcare (2) 6,100 252

Aetna (10) 35,956 5,209

Anthem 13,446 2,452

Centene (2) 4,700 341

Cigna 8,750 1,411

Cross Country Healthcare (2) 6,600 76

Fresenius (EUR) 28,528 2,444

HCA Holdings (2) 19,280 1,579

Henry Schein (2) 150 28

Humana 8,880 2,062

LifePoint Health (2) 2,800 170

Miraca Holdings (JPY) 14,500 609

Proof #6


Shares/Par $ Value


17

Molina Healthcare (2) 3,500 226

U.S. Physical Therapy 3,110 197

UnitedHealth Group 29,100 5,098

WellCare Health Plans (2) 1,650 284

22,438

Health Care Technology 0.0%

HMS Holdings (2) 17,900 326

326

Life Sciences Tools & Services 0.4%

Agilent Technologies 39,384 2,376

Bruker 8,595 234

Illumina (2) 602 107

Thermo Fisher Scientific 22,722 3,926

6,643

Pharmaceuticals 1.8%

Allergan 8,312 1,860

Astellas Pharma (JPY) 140,800 1,780

Bayer (EUR) 31,006 4,120

Bristol-Myers Squibb 14,793 798

Catalent (2) 6,927 246

Dermira (2) 2,100 58

GlaxoSmithKline, ADR 37,621 1,664

Johnson & Johnson 21,688 2,782

Merck 82,895 5,397

Mylan (2) 22,737 886

Novartis (CHF) 42,600 3,486

Novo Nordisk, B Shares (DKK) 20,935 889

Pacira Pharmaceuticals (2) 5,100 226

Perrigo 9,886 720

Pfizer 64,753 2,114

Roche Holding (CHF) 11,075 3,041

Sanofi (EUR) 23,656 2,343

Proof #6


Shares/Par $ Value


18

Therapeutics MD (2) 26,600 110

WaVe Life Sciences (2) 3,270 62

Zoetis 7,150 445

33,027

Total Health Care 99,700

INDUSTRIALS & BUSINESS SERVICES 3.7%

Aerospace & Defense 0.7%

Boeing (10) 30,854 5,789

BWX Technologies 5,700 277

General Dynamics 912 185

Harris 10,725 1,203

Hexcel 3,300 170

Meggitt (GBP) 198,600 1,285

Moog, Class A (2) 3,300 231

Northrop Grumman 1,700 441

Raytheon 278 46

Rockwell Collins 20,052 2,187

Teledyne Technologies (2) 4,500 592

Textron 1,000 48

Triumph Group 4,300 140

United Technologies 8,139 987

13,581

Air Freight & Logistics 0.0%

FedEx 704 136

136

Airlines 0.5%

Alaska Air Group 21,762 1,894

American Airlines (10) 104,698 5,069

Delta Air Lines 1,000 49

United Continental (2) 28,955 2,307

9,319

Proof #6


Shares/Par $ Value


19

Building Products 0.2%

AAON 4,525 164

Fortune Brands Home & Security 10,135 639

Gibraltar Industries (2) 6,933 216

Johnson Controls International 71,025 2,966

Lennox International 2,050 363

PGT Innovations (2) 11,726 134

Quanex Building Products 7,916 163

4,645

Commercial Services & Supplies 0.2%

Brinks Company 8,000 505

Deluxe 1,100 75

Healthcare Services 2,100 100

Matthews International, Class A 1,336 85

Mobile Mini 4,200 118

MSA Safety 4,300 349

Multi-Color 1,900 163

Ritchie Bros. Auctioneers 7,500 233

Stericycle (2) 10,722 877

Team (2) 4,800 123

Waste Connections 4,425 421

3,049

Construction & Engineering 0.0%

Comfort Systems USA 2,800 96

Valmont Industries 2,145 314

410

Electrical Equipment 0.3%

ABB (CHF) 61,820 1,556

AZZ 5,600 304

Legrand (EUR) (2) 17,097 1,173

Mitsubishi Electric (JPY) 170,100 2,345

Proof #6


Shares/Par $ Value


20

Thermon Group Holdings (2) 8,000 148

5,526

Industrial Conglomerates 0.8%

CK Hutchison Holdings (HKD) 126,729 1,651

DCC (GBP) 12,830 1,220

Honeywell International 24,125 3,208

Koninklijke Philips, Rights, 6/21/17 (EUR) (2) 59,185 —

Koninklijke Philips (EUR) 59,185 2,091

Roper Technologies 12,603 2,864

Sembcorp Industries (SGD) 90,560 207

Siemens (EUR) 21,242 3,038

14,279

Machinery 0.5%

Alamo 1,900 162

Albany International, Class A 2,100 101

Chart Industries (2) 8,500 292

ESCO Technologies 7,300 420

Fortive 28,110 1,755

Graco 2,600 286

Illinois Tool Works 4,552 643

John Bean Technologies 6,771 584

Luxfer Holdings, ADR 6,600 86

Manitowoc (2) 14,300 81

Mueller Water Products, Class A 18,300 204

Pentair 12,906 855

RBC Bearings (2) 3,900 395

Rev 4,576 123

SMC (JPY) 2,500 790

Stanley Black & Decker 1,197 165

Sun Hydraulics 2,950 126

Tennant 2,400 168

THK (JPY) 44,000 1,229

Toro 7,400 507

Proof #6


Shares/Par $ Value


21

Wabtec 1,390 114

Welbilt (2) 9,600 186

9,272

Marine 0.1%

Maersk, Series B (DKK) 364 694

Matson 8,200 240

934

Professional Services 0.1%

Equifax 4,352 595

Exponent 2,700 160

IHS Markit (2) 9,981 458

Recruit Holdings (JPY) 13,700 726

1,939

Road & Rail 0.1%

Canadian Pacific Railway 3,141 497

Central Japan Railway (JPY) 6,800 1,114

CSX 1,064 58

Knight Transportation 7,252 242

Landstar System 2,500 209

Saia (2) 4,199 194

Schneider National, Class B (2) 6,106 121

Union Pacific 340 37

2,472

Trading Companies & Distributors 0.2%

Applied Industrial Technologies 1,409 87

Mitsubishi (JPY) 43,900 879

Rush Enterprises, Class A (2) 5,000 179

SiteOne Landscape Supply (2) 4,200 223

Sumitomo (JPY) 123,700 1,577

Proof #6


Shares/Par $ Value


22

Univar (2) 6,832 208

3,153

Total Industrials & Business Services 68,715

INFORMATION TECHNOLOGY 6.8%

Communications Equipment 0.1%

Ciena (2) 9,100 214

Cisco Systems 61,992 1,954

LM Ericsson, B Shares (SEK) 81,912 597

2,765

Electronic Equipment, Instruments & Components 0.1%

CTS 5,500 116

Hamamatsu Photonics (JPY) 14,200 452

National Instruments 9,275 354

Omron (JPY) 21,100 881

TE Connectivity 9,363 738

2,541

Internet Software & Services 2.3%

Alibaba Group Holding, ADR (2) 50,558 6,191

Alphabet, Class A (2)(10) 5,583 5,511

Alphabet, Class C (2)(10) 10,390 10,025

Baidu, ADR (2) 3,400 633

Cloudera (2) 400 8

Cloudera, Series F, Acquisition Date: 2/5/14, Cost $21 (2)(3) 1,416 28

Coupa Software (2) 1,489 51

Facebook, Class A (2)(10) 75,144 11,381

Five9 (2) 11,800 265

GrubHub (2) 6,030 262

Kakaku.com (JPY) (1) 22,600 322

MercadoLibre 549 151

NAVER (KRW) 526 397

Okta (2) 1,067 28

Proof #6


Shares/Par $ Value


23

Quotient Technology (2) 7,850 86

SVMK (f/k/a/ SurveyMonkey), Acquisition Date: 11/25/14 Cost $19 (2)(3)(4) 1,130 13

Tencent Holdings (HKD) 148,190 5,093

Tucows, Class A (2) 1,100 63

Twilio, Class A (2) 7,400 180

Yahoo! Japan (JPY) 192,800 865

YY, ADR (2) 13,300 776

Zillow, Class A (2) 400 18

Zillow, Class C (2) 800 35

42,382

IT Services 1.1%

Booz Allen Hamilton 6,200 245

CSRA 9,100 274

Fidelity National Information 12,620 1,084

Fiserv (2) 19,050 2,387

FleetCor Technologies (2) 2,040 294

Global Payments 3,782 346

Infosys, ADR 60,800 918

MasterCard, Class A 47,800 5,874

PayPal Holdings (2) 34,467 1,799

Vantiv, Class A (2) 352 22

Visa, Class A 73,029 6,955

20,198

Semiconductor & Semiconductor Equipment 1.0%

Analog Devices 3,216 276

Applied Materials 31,471 1,444

ASML Holding (EUR) 6,811 899

Broadcom 28,528 6,832

Cavium (2) 3,600 263

Inphi (2) 2,600 103

KLA-Tencor 3,459 360

Lattice Semiconductor (2) 16,859 117

Proof #6


Shares/Par $ Value


24

MACOM Technology Solutions Holdings (2) 2,500 152

Microchip Technology 6,341 528

Microsemi (2) 6,824 335

MKS Instruments 256 21

PDF Solutions (2) 8,434 137

Qualcomm 38,942 2,230

Rambus (2) 14,800 175

Semtech (2) 5,300 203

Taiwan Semiconductor Manufacturing (TWD) 312,719 2,120

Texas Instruments 2,411 199

Tokyo Electron (JPY) 10,400 1,489

17,883

Software 1.7%

Activision Blizzard 500 29

Blackbaud 1,300 108

Computer Modelling (CAD) 6,000 45

Cyber-Ark Software (2) 5,330 261

Descartes Systems (2) 15,000 376

Electronic Arts (2) 11,378 1,289

Ellie Mae (2) 3,246 356

Guidewire Software (2) 7,400 492

Intuit 8,499 1,195

Microsoft (10) 209,235 14,613

MuleSoft, Class A (2) 1,985 52

Paylocity Holding (2) 600 28

Proofpoint (2) 7,500 645

Red Hat (2) 22,055 1,975

RingCentral, Class A (2) 3,986 136

Salesforce.com (2) 42,950 3,850

ServiceNow (2) 25,567 2,676

Snap Inc., Class A (1)(2) 9,600 204

SS&C Technologies Holdings 19,000 714

Synopsys (2) 2,722 204

Tableau Software, Class A (2) 4,360 270

Proof #6


Shares/Par $ Value


25

Workday (2) 10,004 1,000

Zendesk (2) 5,400 140

30,658

Technology Hardware, Storage & Peripherals 0.5%

Apple (10) 45,180 6,901

Samsung Electronics (KRW) 730 1,454

Western Digital 5,049 455

8,810

Total Information Technology 125,237

MATERIALS 1.0%

Chemicals 0.4%

Air Liquide (EUR) 7,857 958

Asahi Kasei (JPY) 113,000 1,087

BASF (EUR) 11,695 1,105

CF Industries 48,314 1,300

Covestro (EUR) 7,443 558

EI du Pont de Nemours 24,757 1,954

Flotek Industries (2) 6,100 60

Minerals Technologies 3,400 245

PolyOne 4,100 153

PPG Industries 233 25

Sherwin-Williams 1,230 408

Tosoh (JPY) 31,000 264

Umicore (EUR) 11,419 756

8,873

Construction Materials 0.0%

Martin Marietta Materials 354 79

79

Containers & Packaging 0.3%

Amcor (AUD) 82,110 935

Ball 60,470 2,473

Proof #6


Shares/Par $ Value


26

International Paper 37,601 1,989

5,397

Metals & Mining 0.2%

Antofagasta (GBP) 50,292 520

BHP Billiton (GBP) 49,241 744

BHP Billiton Limited (AUD) 15,057 265

Compass Minerals 900 58

Franco-Nevada (CAD) 1,900 142

Haynes International 5,000 179

Independence Group (AUD) 87,386 232

Osisko Gold Royalties (CAD) 6,500 68

Petra Diamonds (GBP) (2) 20,715 35

Rio Tinto (AUD) 9,602 447

South32 (AUD) 350,548 687

Tahoe Resources (CAD) 7,900 70

3,447

Paper & Forest Products 0.1%

Clearwater Paper (2) 1,500 70

Louisiana Pacific (2) 6,000 134

Stora Enso, R Shares (EUR) 70,018 885

West Fraser Timber (CAD) 1,400 61

1,150

Total Materials 18,946

REAL ESTATE 0.8%

Equity Real Estate Investment Trusts 0.7%

Acadia Realty Trust, REIT 4,100 111

American Campus Communities, REIT 5,300 251

American Tower, REIT 29,300 3,844

CatchMark Timber Trust, Class A, REIT 6,680 76

Chesapeake Lodging Trust, REIT 4,600 106

Corporate Office Properties Trust, REIT 6,700 226

Proof #6


Shares/Par $ Value


27

EastGroup Properties, REIT 4,400 358

Equinix, REIT 1,612 711

Equity Commonwealth, REIT (2) 8,400 261

Great Portland Estates (GBP) 49,675 407

Outfront Media, REIT 2,870 66

Paramount, REIT 11,131 172

PS Business Parks, REIT 4,028 509

Regency Centers, REIT 2,575 157

Retail Opportunity Investments, REIT 12,000 237

SBA Communications, REIT (2) 689 95

Scentre (AUD) 278,474 880

Unibail-Rodamco (EUR) 4,492 1,160

Urban Edge Properties, REIT 5,600 133

Urstadt Biddle Properties, Class A, REIT 1,901 36

VEREIT, REIT 130,981 1,083

Weyerhaeuser, REIT 38,985 1,285

Total Equity Real Estate Investment Trusts 12,164

Real Estate Management & Development 0.1%

Alexander & Baldwin 5,700 228

FirstService 5,100 320

Mitsui Fudosan (JPY) 34,000 804

RE/MAX Holdings, Class A 2,820 150

Total Real Estate Management & Development 1,502

Total Real Estate 13,666

TELECOMMUNICATION SERVICES 0.7%

Diversified Telecommunication Services 0.5%

KT (KRW) 24,600 811

Nippon Telegraph & Telephone (JPY) 68,300 3,285

Tele Danmark (DKK) 210,607 1,256

Telecom Italia (EUR) 824,879 637

Telefonica (EUR) (2) 99,258 1,107

Proof #6


Shares/Par $ Value


28

Telefonica Deutschland Holding (EUR) 284,829 1,418

Telstra (AUD) 74,880 245

Verizon Communications 10,048 468

9,227

Wireless Telecommunication Services 0.2%

America Movil, ADR 37,100 598

Softbank (JPY) 10,600 861

Vodafone, ADR 75,961 2,299

3,758

Total Telecommunication Services 12,985

UTILITIES 1.3%

Electric Utilities 0.8%

American Electric Power 36,727 2,636

Eversource Energy 14,181 880

Exelon 66,910 2,429

NextEra Energy 19,811 2,802

PG&E 62,016 4,241

PNM Resources 12,000 462

Portland General Electric 7,200 341

Southern Company 16,456 833

SSE (GBP) 29,940 582

Westar Energy 3,597 190

15,396

Gas Utilities 0.1%

Atmos Energy 720 60

Chesapeake Utilities 2,118 157

ONE Gas 8,900 629

South Jersey Industries 3,500 127

Southwest Gas 3,500 279

1,252

Proof #6


Shares/Par $ Value


29

Independent Power & Renewable Electricity Producers 0.1%

Electric Power Development, Class C (JPY) 30,700 816

Nextera Energy Partners, Partnership 3,900 134

NRG Energy 10,942 176

1,126

Multi-Utilities 0.3%

DTE Energy 11,470 1,256

E.ON, Rights, 6/14/17 (EUR) (2) 50,883 —

E.ON (EUR) 50,883 446

Engie (EUR) (1) 89,445 1,367

National Grid (GBP) 106,796 1,500

NiSource 7,500 195

NorthWestern 1,800 112

Sempra Energy 11,116 1,295

6,171

Water Utilities 0.0%

California Water Service Group 7,000 243

243

Total Utilities 24,188

Total Miscellaneous Common Stocks 0.1% (11) 827

Total Common Stocks (Cost $415,888) 648,819

CONVERTIBLE PREFERRED STOCKS 0.1%

HEALTH CARE 0.0%

Health Care Equipment & Supplies 0.0%

Becton Dickinson 8,128 432

Total Health Care 432

Proof #6


Shares/Par $ Value


30

INFORMATION TECHNOLOGY 0.0%

Internet Software & Services 0.0%

Cargurus, Series D, Acquisition Date: 7/7/15, Cost $24 (2)(3)(4) 601 32

Cargurus, Series E, Acquisition Date: 8/23/16, Cost $21 (2)(3)(4) 383 21

MongoDB, Series F, Acquisition Date: 5/25/17 Cost $19 (2)(3)(4) 1,164 11

64

Software 0.0%

Plex Systems, Series B, Acquisition Date: 6/9/14 Cost $25 (2)(3)(4) 10,891 24

24

Total Information Technology 88

UTILITIES 0.1%

Electric Utilities 0.1%

NextEra Energy 15,900 850

Total Utilities 850

Total Convertible Preferred Stocks (Cost $1,282) 1,370

CORPORATE BONDS 8.2%

Abbott Laboratories, 2.90%, 11/30/21 400,000 406

Abbott Laboratories, 3.75%, 11/30/26 1,040,000 1,061

AbbVie, 3.20%, 5/14/26 470,000 463

AbbVie, 3.60%, 5/14/25 400,000 409

AbbVie, 4.45%, 5/14/46 745,000 743

Activision Blizzard, 4.50%, 6/15/47 415,000 413

AerCap Ireland Capital Limited, 3.50%, 5/26/22 220,000 226



Airbus Group Finance, 2.70%, 4/17/23 (5) 700,000 706

Proof #6


Shares/Par $ Value


31

Alexandria Real Estate Equities, 3.95%, 1/15/27 455,000 466

Alexandria Real Estate Equities, 3.95%, 1/15/28 655,000 670

Alibaba Group Holding, 3.60%, 11/28/24 2,115,000 2,172

American Airlines, 3.575%, 7/15/29 277,792 281






Anheuser-Busch InBev Finance, 4.90%, 2/1/46 2,165,000 2,384

Anthem, 3.50%, 8/15/24 860,000 878

Anthem, 4.65%, 1/15/43 265,000 280

Apple, 3.00%, 2/9/24 450,000 460

Apple, 4.25%, 2/9/47 135,000 141

APT Pipelines, 3.875%, 10/11/22 (5) 300,000 307

Arconic, 5.87%, 2/23/22 610,000 669

Arconic, 6.15%, 8/15/20 750,000 823

Arrow Electronics, 3.50%, 4/1/22 260,000 266

Avnet Electronic, 4.625%, 4/15/26 720,000 738

Banco Santander, 3.50%, 4/11/22 600,000 612

Banco Santander Chile, 3.875%, 9/20/22 (5) 305,000 318

Bank of America, 3.248%, 10/21/27 1,555,000 1,507

Bank of America, 3.30%, 1/11/23 1,880,000 1,912

Bank of America, VR, 3.824%, 1/20/28 845,000 856

Bank of America, VR, 4.244%, 4/24/38 945,000 962

Barclays, 4.836%, 5/9/28 370,000 379

Barclays, 5.20%, 5/12/26 1,505,000 1,596

Barclays Bank, 5.14%, 10/14/20 1,035,000 1,114

BBVA Bancomer, 4.375%, 4/10/24 (5) 740,000 769

Becton Dickinson, 3.363%, 6/6/24 635,000 635

Proof #6


Shares/Par $ Value


32




Biogen, 4.05%, 9/15/25 770,000 814

BNP Paribas, 2.95%, 5/23/22 (5) 395,000 397

Boardwalk Pipelines, 3.375%, 2/1/23 150,000 149




Boston Properties, 2.75%, 10/1/26 805,000 761

Boston Properties, 3.65%, 2/1/26 340,000 347

BPCE, 3.00%, 5/22/22 (5) 285,000 287

BPCE, 4.50%, 3/15/25 (5) 800,000 818

Brambles USA, 4.125%, 10/23/25 (5) 215,000 224

Brixmor Operating Partnership, 3.85%, 2/1/25 625,000 624



Broadcom, 3.625%, 1/15/24 (5) 770,000 784

Broadcom, 3.875%, 1/15/27 (5) 605,000 614

Capital One Bank, 3.375%, 2/15/23 885,000 894

Catholic Health Initiatives, 2.95%, 11/1/22 280,000 272

CC Holdings, 3.849%, 4/15/23 945,000 990

Celgene, 3.875%, 8/15/25 795,000 832

Cencosud, 5.15%, 2/12/25 1,060,000 1,132

Cenovus Energy, 4.25%, 4/15/27 (5) 520,000 517

Charter Communications Operating, 4.908%, 7/23/25 770,000 835

Charter Communications Operating, 6.484%, 10/23/45 1,335,000 1,594

Citigroup, 3.20%, 10/21/26 1,520,000 1,473

Citigroup, 3.50%, 5/15/23 625,000 637

Citigroup, VR, 3.887%, 1/10/28 1,515,000 1,540

Proof #6


Shares/Par $ Value


33

CNA Financial, 3.95%, 5/15/24 425,000 442

CNA Financial, 5.875%, 8/15/20 685,000 757

Comcast, 3.30%, 2/1/27 670,000 681

Constellation Energy, 5.15%, 12/1/20 330,000 358

Continental Airlines, 4.15%, 10/11/25 156,609 164

Crown Castle International, 5.25%, 1/15/23 255,000 285

Crown Castle Towers, 3.222%, 5/15/42 (5) 65,000 67



DDR, 4.25%, 2/1/26 595,000 587

Delta Airlines, 3.625%, 3/15/22 485,000 499

Delta Airlines, 5.30%, 10/15/20 28,960 31

Delta Airlines, 7.75%, 6/17/21 38,336 42

Delta Airlines, ETC, 3.625%, 1/30/29 323,045 332

Delta Airlines, ETC, 4.95%, 5/23/19 32,608 34

Discover Bank, 3.10%, 6/4/20 298,000 304

Discover Financial Services, 3.75%, 3/4/25 365,000 363

Discover Financial Services, 4.10%, 2/9/27 1,215,000 1,226

Duke Energy, 2.65%, 9/1/26 350,000 333

Duke Energy, 3.75%, 9/1/46 290,000 272

Ecolab, 2.70%, 11/1/26 235,000 228

Enbridge, 5.50%, 12/1/46 255,000 285

Enbridge, VR, 6.00%, 1/15/77 540,000 558

Enel Finance International, 3.625%, 5/25/27 (5) 485,000 478

Enel Finance International, 4.75%, 5/25/47 (5) 240,000 242

EnLink Midstream Partners, 4.85%, 7/15/26 360,000 378

Essex Portfolio, 3.375%, 4/15/26 375,000 371

Essex Portfolio, 3.625%, 5/1/27 580,000 581

Expedia, 5.00%, 2/15/26 1,070,000 1,163

Express Scripts Holding, 4.50%, 2/25/26 1,820,000 1,911

Proof #6


Shares/Par $ Value


34

Express Scripts Holding, 4.80%, 7/15/46 360,000 357

FirstEnergy, 7.375%, 11/15/31 123,000 165

FirstEnergy Transmission, 4.35%, 1/15/25 (5) 560,000 591

GATX, 2.50%, 3/15/19 425,000 429

GATX, 2.50%, 7/30/19 305,000 307

GATX, 3.25%, 3/30/25 245,000 242

GATX, 4.85%, 6/1/21 270,000 292

Goldman Sachs, 3.00%, 4/26/22 1,010,000 1,022

Goldman Sachs, 3.50%, 11/16/26 1,170,000 1,159

Goldman Sachs, 5.75%, 1/24/22 1,500,000 1,695

Goldman Sachs, 6.75%, 10/1/37 525,000 669

Grain Spectrum Funding, 4.00%, 10/10/18 (5) 515,000 514

Great Plains Energy, 3.15%, 4/1/22 260,000 264

Great Plains Energy, 4.85%, 4/1/47 185,000 189

GTP Acquisition Partners, 2.50%, 6/15/45 (5) 755,000 740

Harris, 2.70%, 4/27/20 105,000 106

Harris, 3.832%, 4/27/25 145,000 151

Harris, 4.854%, 4/27/35 815,000 890

Harvard University, Presidents & Fellows, 3.619%, 10/1/37 180,000 187

Heathrow Funding, 4.875%, 7/15/23 (5) 570,000 613

Hess, 4.30%, 4/1/27 565,000 567

Holcim, 5.15%, 9/12/23 (5) 310,000 344

Holcim, 6.00%, 12/30/19 (5) 235,000 255

HPHT Finance, 2.25%, 3/17/18 (5) 625,000 625

HSBC Holdings, 2.65%, 1/5/22 365,000 364

HSBC Holdings, 2.95%, 5/25/21 575,000 582

HSBC Holdings, VR, 6.375% (12) 640,000 672

Humana, 3.85%, 10/1/24 570,000 591

Humana, 3.95%, 3/15/27 160,000 166

Humana, 4.95%, 10/1/44 625,000 684

Proof #6


Shares/Par $ Value


35

Imperial Tobacco Finance, 2.95%, 7/21/20 (5) 835,000 852

Imperial Tobacco Finance, 4.25%, 7/21/25 (5) 625,000 661

ING Bank, VR, 4.125%, 11/21/23 825,000 843

International Paper, 4.40%, 8/15/47 865,000 866

Interpublic Group of Companies, 3.75%, 2/15/23 175,000 183



JPMorgan Chase, 2.95%, 10/1/26 825,000 796

JPMorgan Chase, 3.30%, 4/1/26 320,000 318

JPMorgan Chase, 3.875%, 9/10/24 680,000 701

JPMorgan Chase, 3.90%, 7/15/25 190,000 199

JPMorgan Chase, VR, 2.383%, 10/24/23 2,170,000 2,195

Kaiser Permanente, 3.50%, 4/1/22 215,000 226

KeyCorp, 2.90%, 9/15/20 820,000 836

Keysight Technologies, 4.60%, 4/6/27 330,000 346

Kimco Realty, 2.80%, 10/1/26 485,000 455

Kimco Realty, 3.40%, 11/1/22 115,000 118

Kinder Morgan, 5.55%, 6/1/45 845,000 894

Liberty Mutual, 4.85%, 8/1/44 (5) 780,000 819

Life Technologies, 6.00%, 3/1/20 345,000 378

Lockheed Martin, 3.55%, 1/15/26 585,000 608

Lockheed Martin, 3.60%, 3/1/35 170,000 167

Marsh & McLennan, 4.35%, 1/30/47 175,000 184

Martin Marietta Materials, 4.25%, 7/2/24 640,000 674

Massachusetts Institute of Technology, 3.959%, 7/1/38 285,000 306

Mead Johnson Nutrition, 4.125%, 11/15/25 425,000 452

Microsoft, 4.10%, 2/6/37 665,000 707

Morgan Stanley, 3.125%, 7/27/26 205,000 199

Morgan Stanley, 3.70%, 10/23/24 1,280,000 1,320

Morgan Stanley, 3.75%, 2/25/23 2,255,000 2,352

Proof #6


Shares/Par $ Value


36

Morgan Stanley, 4.875%, 11/1/22 2,670,000 2,908

MPT Operating Partnership, 5.25%, 8/1/26 125,000 131

Nationwide Building Society, 3.90%, 7/21/25 (5) 1,095,000 1,148

Nationwide Building Society, 4.00%, 9/14/26 (5) 260,000 260

NiSource Finance, 4.375%, 5/15/47 410,000 419

O'Reilly Automotive, 3.80%, 9/1/22 330,000 348



Omnicom Group, 3.65%, 11/1/24 860,000 888

Origin Energy Finance, 3.50%, 10/9/18 (5) 1,000,000 1,010

Priceline Group, 3.60%, 6/1/26 600,000 611

Priceline Group, 3.65%, 3/15/25 565,000 582

Principal Financial Group, VR, 4.70%, 5/15/55 605,000 619

QVC, 3.125%, 4/1/19 1,230,000 1,245

QVC, 4.85%, 4/1/24 85,000 87

QVC, 5.125%, 7/2/22 160,000 169

Regency Centers, 3.60%, 2/1/27 275,000 278

Reinsurance Group of America, 5.00%, 6/1/21 390,000 425

Reynolds American, 4.45%, 6/12/25 525,000 565

Reynolds American, 5.85%, 8/15/45 265,000 320

Royal Bank of Scotland, 3.875%, 9/12/23 480,000 486

Royal Bank of Scotland, 4.80%, 4/5/26 1,625,000 1,727

Sabine Pass Liquefaction, 4.20%, 3/15/28 (5) 990,000 1,002

Sabine Pass Liquefaction, 5.00%, 3/15/27 1,015,000 1,082

Sabine Pass Liquefaction, 5.75%, 5/15/24 241,000 269

Sabine Pass Liquefaction, 5.875%, 6/30/26 540,000 609

Santander U.K., 2.875%, 8/5/21 860,000 866

SBA Tower Trust, 2.898%, 10/15/44 (5) 370,000 373

SBA Tower Trust, 3.156%, 10/15/45 (5) 970,000 982

SBA Tower Trust, 3.168%, 4/15/22 (5) 670,000 675

Proof #6


Shares/Par $ Value


37

SBA Tower Trust, 3.869%, 10/15/49 (5) 645,000 651

Schlumberger Holdings, 3.00%, 12/21/20 (5) 490,000 502

Schlumberger Holdings, 4.00%, 12/21/25 (5) 925,000 977

Sempra Energy, 2.85%, 11/15/20 300,000 304

Shell International Finance, 3.25%, 5/11/25 1,685,000 1,724

Shire Acquisition Investments Ireland, 2.40%, 9/23/21 120,000 119



Simon Property Group, 2.50%, 9/1/20 735,000 743

Sirius XM Radio, 5.25%, 8/15/22 (5) 1,055,000 1,088

Solvay Finance, 4.45%, 12/3/25 (5) 535,000 568

Southern Company, 2.95%, 7/1/23 875,000 872

Southern Company, 3.25%, 7/1/26 73,000 72

Spectra Energy Capital, 3.30%, 3/15/23 455,000 455

Spectra Energy Partners, 3.375%, 10/15/26 380,000 374

Spectra Energy Partners, 4.50%, 3/15/45 90,000 89

Tencent Holdings, 2.875%, 2/11/20 (5) 340,000 346

Tencent Holdings, 3.80%, 2/11/25 1,010,000 1,054

Teva Pharmaceutical Finance III, 2.80%, 7/21/23 1,355,000 1,313

Teva Pharmaceutical Finance III, 3.15%, 10/1/26 1,090,000 1,026

Thomson Reuters, 3.35%, 5/15/26 570,000 570

Time Warner Cable, 6.55%, 5/1/37 340,000 406



Toronto-Dominion Bank, VR, 3.625%, 9/15/31 1,030,000 1,009

Transurban Finance, 3.375%, 3/22/27 (5) 145,000 141

Transurban Finance, 4.125%, 2/2/26 (5) 120,000 124

Trinity Acquisition, 3.50%, 9/15/21 155,000 158

Tyson Foods, 4.55%, 6/2/47 215,000 220

U.S. Airways, 3.95%, 5/15/27 249,720 257

Proof #6


Shares/Par $ Value


38

U.S. Airways, 4.625%, 12/3/26 814,270 863

UBS Group Funding, 3.491%, 5/23/23 (5) 1,075,000 1,100

UBS Group Funding, 4.125%, 9/24/25 (5) 1,060,000 1,109

Unum Group, 3.00%, 5/15/21 240,000 243

Unum Group, 5.625%, 9/15/20 361,000 397

VEREIT, 4.60%, 2/6/24 920,000 963

VEREIT, 4.875%, 6/1/26 120,000 127

Verizon Communications, 4.862%, 8/21/46 365,000 362

Verizon Communications, 5.15%, 9/15/23 1,080,000 1,208

Verizon Communications, 5.25%, 3/16/37 655,000 697

Visa, 4.30%, 12/14/45 760,000 821

Votorantim Cimentos, 7.25%, 4/5/41 (5) 250,000 247

WEA Finance, 3.15%, 4/5/22 (5) 455,000 461

WEA Finance, 3.25%, 10/5/20 (5) 835,000 850

Wells Fargo, 3.069%, 1/24/23 1,345,000 1,364

Wells Fargo, VR, 3.584%, 5/22/28 660,000 664

Western Gas Partners, 4.00%, 7/1/22 650,000 676

Willis North America, 3.60%, 5/15/24 285,000 289

Woodside Finance, 3.65%, 3/5/25 (5) 520,000 518

Woodside Finance, 3.70%, 9/15/26 (5) 438,000 432

WPP Finance 2010, 3.625%, 9/7/22 305,000 315

WPP Finance 2010, 3.75%, 9/19/24 670,000 686

WPP Finance 2010, 4.75%, 11/21/21 440,000 476

Total Corporate Bonds (Cost $146,738) 150,011

ASSET-BACKED SECURITIES 2.5%

Ally Auto Receivables Trust Series 2014-1, Class C 2.04%, 12/15/19 115,000 115

Proof #6


Shares/Par $ Value


39

Ally Auto Receivables Trust Series 2014-1, Class D 2.48%, 2/15/21 115,000 115

Ally Auto Receivables Trust Series 2015-2, Class D 3.01%, 3/15/22 (5) 65,000 66

Ally Auto Receivables Trust Series 2016-1, Class C 2.29%, 6/15/21 175,000 176

Ally Auto Receivables Trust Series 2017-2, Class B 2.33%, 6/15/22 65,000 65

Ally Master Owner Trust Series 2012-5, Class A 1.54%, 9/15/19 505,000 505

Ally Master Owner Trust Series 2015-3, Class A 1.63%, 5/15/20 1,095,000 1,096

ALM Loan Funding Series 2014-11A, Class A2AR, CLO, VR 2.642%, 10/17/26 (5) 705,000 705

American Express Credit Account Master Trust Series 2013-1, Class A, VR 1.409%, 2/16/21 325,000 326

AmeriCredit Automobile Receivables Trust Series 2013-2, Class D 2.42%, 5/8/19 360,000 361

AmeriCredit Automobile Receivables Trust Series 2015-1, Class A3 1.26%, 11/8/19 222,084 222

AmeriCredit Automobile Receivables Trust Series 2015-3, Class B 2.08%, 9/8/20 360,000 362

AmeriCredit Automobile Receivables Trust Series 2015-4, Class C 2.88%, 7/8/21 160,000 162

AmeriCredit Automobile Receivables Trust Series 2016-1, Class A3 1.81%, 10/8/20 145,000 145

Proof #6


Shares/Par $ Value


40



ARI Fleet Lease Trust Series 2017-A, Class A2 1.91%, 4/15/26 (5) 170,000 170

Ascentium Equipment Receivables Series 2015-1A, Class A3 1.61%, 10/13/20 (5) 110 —

Ascentium Equipment Receivables Series 2017-1A, Class A2 1.87%, 7/10/19 (5) 100,000 100

Ascentium Equipment Receivables Series 2017-1A, Class A3 2.29%, 6/10/21 (5) 105,000 105

Avis Budget Rental Car Funding Series 2013-1A, Class A 1.92%, 9/20/19 (5) 500,000 500





Barclays Dryrock issuance Trust Series 2014-3, Class A 2.41%, 7/15/22 425,000 431

Barclays Dryrock Issuance Trust Series 2015-1, Class A 2.20%, 12/15/22 115,000 116

Proof #6


Shares/Par $ Value


41

Barclays Dryrock Issuance Trust Series 2015-2, Class A 1.56%, 3/15/21 1,105,000 1,106

BMW Vehicle Lease Trust Series 2017-1, Class A3 1.98%, 5/20/20 310,000 312

Cabela's Credit Card Master Trust Series 2012-2A, Class A1 1.45%, 6/15/20 (5) 605,000 605

Capital Auto Receivables Asset Trust Series 2014-1, Class C 2.84%, 4/22/19 80,000 80

Capital Auto Receivables Asset Trust Series 2014-1, Class D 3.39%, 7/22/19 425,000 430

Capital Auto Receivables Asset Trust Series 2014-2, Class A4 1.62%, 10/22/18 36,091 36




CarMax Auto Owner Trust Series 2013-3, Class A4 1.49%, 1/15/19 429,128 429

CarMax Auto Owner Trust Series 2013-3, Class B 1.91%, 3/15/19 465,000 466


CarMax Auto Owner Trust Series 2014-1, Class C 1.93%, 11/15/19 90,000 90

Proof #6


Shares/Par $ Value


42




CCG Receivables Trust Series 2014-1, Class A2 1.06%, 11/15/21 (5) 51,234 51

CCG Receivables Trust Series 2016-1, Class A2 1.69%, 9/14/22 (5) 323,196 323

Chase Issuance Trust Series 2014-A5, Class A5, VR 1.359%, 4/15/21 540,000 543

Chase Issuance Trust Series 2015-A2, Class A 1.59%, 2/18/20 475,000 476

Chrysler Capital Auto Receivables Trust Series 2016-BA, Class A2 1.36%, 1/15/20 (5) 215,000 215

Chrysler Capital Auto Receivables Trust Series 2016-BA, Class A3 1.64%, 7/15/21 (5) 200,000 200

Citibank Credit Card Issuance Trust Series 2013-A2, Class A2, VR 1.309%, 5/26/20 510,000 511

Citibank Credit Card Issuance Trust Series 2016-A1, Class A1 1.75%, 11/19/21 625,000 626

DB Master Finance Series 2015-1A, Class A2I 3.262%, 2/20/45 (5) 278,588 280

Diamond Resorts Owner Trust Series 2014-1, Class A 2.54%, 5/20/27 (5) 130,326 129

Proof #6


Shares/Par $ Value


43



Dominos Pizza Master Issuer Series 2012-1A, Class A2 5.216%, 1/25/42 (5) 624,173 629

Elara HGV Timeshare Issuer Series 2014-A, Class A 2.53%, 2/25/27 (5) 140,216 140

Enterprise Fleet Financing Series 2015-1, Class A2 1.30%, 9/20/20 (5) 378,687 378




Ford Credit Auto Owner Trust Series 2013-C, Class D 2.50%, 1/15/20 490,000 491

Ford Credit Auto Owner Trust Series 2014-C, Class A4 1.56%, 2/15/20 180,000 180

Ford Credit Auto Owner Trust Series 2016-2, Class A 2.03%, 12/15/27 (5) 490,000 488

Ford Credit Auto Owner Trust Series 2016-C, Class A4 1.40%, 2/15/22 640,000 634

Ford Credit Floorplan Master Owner Trust Series 2014-4, Class B 1.65%, 8/15/19 160,000 160

Proof #6


Shares/Par $ Value


44

GE Capital Credit Card Master Note Trust Series 2012-2, Class A 2.22%, 1/15/22 535,000 540

GE Capital Credit Card Master Note Trust Series 2012-6, Class B 1.83%, 8/17/20 595,000 595

GM Financial Auto Lease Series 2016-2, Class B 2.08%, 3/20/20 350,000 350

GM Financial Auto Lease Series 2016-2, Class C 2.58%, 3/20/20 215,000 216

GM Financial Auto Lease Series 2017-1, Class A3 2.06%, 5/20/20 505,000 508

GM Financial Consolidated Receivables Auto Trust Series 2017-1A, Class B 2.30%, 6/16/23 (5) 100,000 100

GM Financial Consolidated Receivables Auto Trust Series 2017-1A, Class C 2.45%, 7/17/23 (5) 100,000 100

GMF Floorplan Owner Revolving Trust Series 2016-1, Class A1 1.96%, 5/17/21 (5) 415,000 416

GMF Floorplan Owner Revolving Trust Series 2016-1, Class B 2.41%, 5/17/21 (5) 130,000 131

GMF Floorplan Owner Revolving Trust Series 2016-1, Class C 2.85%, 5/17/21 (5) 100,000 100

GMF Floorplan Owner Revolving Trust Series 2017-1, Class A1 2.22%, 1/18/22 (5) 480,000 483

GMF Floorplan Owner Revolving Trust Series 2017-1, Class B 2.58%, 1/18/22 (5) 295,000 296

GreatAmerica Leasing Receivables Series 2017-1, Class A2 1.72%, 4/22/19 (5) 100,000 100

Proof #6


Shares/Par $ Value


45

GreatAmerica Leasing Receivables Series 2017-1, Class A3 2.06%, 6/22/20 (5) 100,000 100

Hilton Grand Vacation Trust Series 2014-AA, Class A 1.77%, 11/25/26 (5) 206,751 204

Hilton Grand Vacation Trust Series 2017-AA, Class A 2.66%, 12/26/28 (5) 126,131 127

HOA Funding Series 2014-1A, Class A2 4.846%, 8/20/44 (5) 581,175 528

Holmes Master Issuer Series 2012-3A, Class B1, CMO, VR 3.358%, 10/15/54 (5) 295,000 296

Huntington Auto Trust Series 2016-1, Class A4 1.93%, 4/15/22 400,000 402

Hyundai Auto Lease Securitization Trust Series 2016-B, Class A3 1.52%, 10/15/19 (5) 185,000 185

Hyundai Auto Lease Securitization Trust Series 2016-B, Class A4 1.68%, 4/15/20 (5) 100,000 100

Hyundai Auto Lease Securitization Trust Series 2016-C, Class A3 1.49%, 2/18/20 (5) 585,000 584

Hyundai Auto Lease Securitization Trust Series 2017-A, Class A3 1.88%, 8/17/20 (5) 370,000 371

Kubota Credit Owner Trust Series 2014-1A, Class A4 1.67%, 7/15/20 (5) 465,000 466

Kubota Credit Owner Trust Series 2016-1A, Class A3 1.50%, 7/15/20 (5) 145,000 144

Marriott Vacation Club Owner Trust Series 2014-1A, Class A 2.25%, 9/22/31 (5) 61,960 62

Proof #6


Shares/Par $ Value


46

Marriott Vacation Club Owner Trust Series 2013-1A, Class A 2.15%, 4/22/30 (5) 34,534 34

Mercedes-Benz Auto Lease Trust Series 2016-B, Class A3 1.35%, 8/15/19 270,000 270

Mercedes-Benz Auto Lease Trust Series 2017-A, Class A3 1.79%, 4/15/20 450,000 451

MMAF Equipment Finance Series 2014-AA, Class A4 1.59%, 2/8/22 (5) 390,000 389




Nissan Auto Lease Trust Series 2015-B, Class A3 1.54%, 4/16/18 340,080 340

Nissan Auto Receivables Owner Trust Series 2015-B, Class A4 1.79%, 1/17/22 220,000 220

Nissan Auto Receivables Owner Trust Series 2016-C, Class A3 1.18%, 1/15/21 235,000 234

OZLM Series 2014-8A, Class A1AR, CLO, VR 2.00%, 10/17/26 (5) 725,000 725

Santander Drive Auto Receivables Trust Series 2014-3, Class E 3.49%, 9/15/21 (5) 985,000 997

Santander Drive Auto Receivables Trust Series 2017-1, Class A2 1.49%, 2/18/20 215,000 215

Proof #6


Shares/Par $ Value


47

Santander Drive Auto Receivables Trust Series 2017-1, Class B 2.10%, 6/15/21 80,000 80

Santander Drive Auto Receivables Trust Series 2017-1, Class C 2.58%, 5/16/22 95,000 95

Sierra Receivables Funding Series 2014-2A, Class A 2.05%, 6/20/31 (5) 100,051 100





SLM Student Loan Trust Series 2008-4, Class A4, VR 2.806%, 7/25/22 86,191 88

SLM Student Loan Trust Series 2008-5, Class A4, VR 2.856%, 7/25/23 598,028 614

SLM Student Loan Trust Series 2008-9, Class A, VR 2.656%, 4/25/23 597,546 610

Smart Trust Australia Series 2014-1US, Class A4A 1.68%, 12/14/19 290,576 290



Proof #6


Shares/Par $ Value


48

SMB Private Education Loan Trust Series 2015-A, Class A2A 2.49%, 6/15/27 (5) 360,000 360

SMB Private Education Loan Trust Series 2015-B, Class A2A 2.98%, 7/15/27 (5) 415,000 423

SMB Private Education Loan Trust Series 2015-C, Class A2A 2.75%, 7/15/27 (5) 470,000 477

SMB Private Education Loan Trust Series 2016-A, Class A2A 2.70%, 5/15/31 (5) 180,000 182

SMB Private Education Loan Trust Series 2016-B, Class A2A 2.43%, 2/17/32 (5) 440,000 439

Springleaf Funding Trust Series 2016-AA, Class A 2.90%, 11/15/29 (5) 280,000 282

Suntrust Auto Receivables Trust Series 2015-1A, Class A3 1.42%, 9/16/19 (5) 708,812 709

Synchrony Credit Card Master Note Trust Series 2013-1, Class B 1.69%, 3/15/21 830,000 829


Synchrony Credit Card Master Note Trust Series 2014-1, Class C 1.91%, 11/15/20 285,000 285


Utility Debt Securitization Authority Series 2013-T, Class T1 2.042%, 6/15/21 240,000 240

Verizon Owner Trust Series 2016-2A, Class A 1.68%, 5/20/21 (5) 470,000 470

Proof #6


Shares/Par $ Value


49

Verizon Owner Trust Series 2017-1A, Class A 2.06%, 9/20/21 (5) 590,000 594

Verizon Owner Trust Series 2017-1A, Class B 2.45%, 9/20/21 (5) 170,000 172

Verizon Owner Trust Series 2017-1A, Class C 2.65%, 9/20/21 (5) 230,000 232

Volvo Financial Equipment Series 2016-1A, Class A3 1.67%, 2/18/20 (5) 325,000 325

Wendy's Funding Series 2015-1A, Class A2I 3.371%, 6/15/45 (5) 600,850 607

Wheels Series 2015-1A, Class A2 1.27%, 4/22/24 (5) 155,640 155

World Omni Auto Receivables Trust Series 2017-A, Class A3 1.93%, 9/15/22 855,000 856

Total Asset-Backed Securities (Cost $46,379) 46,382

NON-U.S. GOVERNMENT MORTGAGE-BACKED SECURITIES 1.8%

Banc of America Commercial Mortgage Series 2006-3, Class AM, ARM 5.723%, 7/10/44 299,244 215

Banc of America Commercial Mortgage Series 2007-5, Class A4 5.492%, 2/10/51 210,197 211

Banc of America Commercial Mortgage Series 2007-4, Class AM, ARM 5.972%, 2/10/51 286,752 288

Banc of America Mortgage Securities Series 2005-J, Class 2A1, CMO, ARM 3.404%, 11/25/35 78,023 72

Proof #6


Shares/Par $ Value


50

Bank of America Mortgage Securities Series 2004-A, Class 2A2, CMO, ARM 3.591%, 2/25/34 17,514 17

Bank of America Mortgage Securities Series 2004-D, Class 2A2, CMO, ARM 3.699%, 5/25/34 8,219 8

Bank of America Mortgage Securities Series 2004-H, Class 2A2, CMO, ARM 3.198%, 9/25/34 15,785 16

Bank of America Mortgage Securities Series 2004-I, Class 3A2, CMO, ARM 3.264%, 10/25/34 5,091 5

Bank of America Mortgage Securities Series 2005-J, Class 3A1, CMO, ARM 3.739%, 11/25/35 24,335 25

Bayview Opportunity Master Fund Series 2017-RT1, Class A1, CMO, ARM 3.00%, 3/28/57 (5) 98,256 99

Bayview Opportunity Master Fund Series 2017-SPL4, Class A, CMO, ARM 3.50%, 1/25/55 (5) 125,000 128

Chase Funding Mortgage Loan Series 2002-2, Class 1M1 5.599%, 9/25/31 440 —

Citigroup Commercial Mortgage Trust Series 2014-GC21, Class AS 4.026%, 5/10/47 375,000 396

Citigroup Commercial Mortgage Trust Series 2015-GC27, Class AS 3.571%, 2/10/48 135,000 137

Citigroup Commercial Mortgage Trust Series 2015-GC29, Class A4 3.192%, 4/10/48 665,000 676

Citigroup Commercial Mortgage Trust Series 2015-P1, Class A2 3.039%, 9/15/48 885,000 910

Citigroup Commercial Mortgage Trust Series 2017-P7, Class AS 3.915%, 4/14/50 550,000 577

Proof #6


Shares/Par $ Value


51

CLNS Trust Series 2017-IKPR, Class A, ARM 1.00%, 6/11/32 (5) 150,000 150

Colt Funding Series 2017-1, Class A1, CMO, ARM 2.614%, 5/27/47 (5) 160,831 162

Commercial Mortgage Loan Trust Series 2008-LS1, Class A4B, ARM 6.109%, 12/10/49 94,980 95

Commercial Mortgage PTC Series 2013-CR12, Class A4 4.046%, 10/10/46 595,000 639

Commercial Mortgage PTC Series 2014-TSC, Class A, ARM 1.84%, 2/13/32 (5) 250,000 251

Commercial Mortgage PTC Series 2015-CR24, Class A5 3.696%, 8/10/48 1,005,000 1,054

Commercial Mortgage PTC Series 2015-CR26, Class A4 3.63%, 10/10/48 145,000 151

Commercial Mortgage PTC Series 2015-LC21, Class B, ARM 4.455%, 7/10/48 435,000 439

Commercial Mortgage PTC Series 2015-PC1, Class AM, ARM 4.29%, 7/10/50 130,000 137

Commercial Mortgage PTC Series 2015-PC1, Class B, ARM 4.441%, 7/10/50 220,000 223

Commercial Mortgage PTC Series 2016-CR28, Class AHR 3.651%, 2/10/49 312,548 319

Commercial Mortgage Trust Series 2016-DC2, Class A5 3.765%, 2/10/49 410,000 432

Connecticut Avenue Securities Series 2014-C04, Class 1M1, CMO, ARM 2.974%, 11/25/24 10,488 11

Proof #6


Shares/Par $ Value


52






Countrywide Home Equity Loan Trust Series 2004-BC1, Class M2, CMO, ARM 2.629%, 1/25/34 24,333 24

Credit Suisse Mortgage Trust Series 2015-GLPB, Class A 3.639%, 11/15/34 (5) 1,065,000 1,125

Credit Suisse Mortgage Trust Series 2015-GLPB, Class B, ARM 3.811%, 11/15/34 (5) 450,000 475

CSAIL Commercial Mortgage Trust Series 2015-C3, Class A4 3.718%, 8/15/48 235,000 247

CSAIL Commercial Mortgage Trust Series 2016-C6, Class A5 3.09%, 1/15/49 345,000 346

DSLA Mortgage Loan Trust Series 2004-AR1, Class A1A, CMO, ARM 1.844%, 9/19/44 120,722 115

Goldman Sachs Mortgage Securities Trust Series 2016-GS2, Class A4 3.05%, 5/10/49 385,000 387

Goldman Sachs Mortgage-Backed Securities Trust Series 2014-EB1A, Class 2A1, CMO, ARM 2.477%, 7/25/44 (5) 135,060 134

Proof #6


Shares/Par $ Value


53

GSAA Home Equity Trust Series 2005-8, Class A3, CMO, ARM 1.454%, 6/25/35 270,484 265

Hospitality Mortgage Trust Series 2017-HIT, Class A, ARM 1.85%, 5/8/30 (5) 160,000 161

JPMorgan Chase Barclays Bank Commercial Mortgage SecuritiesSeries 2014-C19, Class AS, ARM 4.243%, 4/15/47 290,000 309

JPMorgan Chase Barclays Bank Commercial Mortgage SecuritiesSeries 2014-C22, Class A4 3.801%, 9/15/47 445,000 469





JPMorgan Chase Commercial Mortgage Securities Series 2007-LD12, Class A4, ARM 5.882%, 2/15/51 340,651 341

JPMorgan Chase Commercial Mortgage Securities Series 2012-C8, Class A3 2.829%, 10/15/45 405,000 413

JPMorgan Chase Commercial Mortgage Securities Series 2013-LC11, Class A5 2.96%, 4/15/46 350,000 356

JPMorgan Chase Commercial Mortgage Securities Series 2016-ARTM, Class A 2.962%, 10/5/28 (5) 675,000 679

JPMorgan Chase Commercial Mortgage Securities Series 2017-JP5, Class A5 3.723%, 3/15/50 1,035,000 1,092

Proof #6


Shares/Par $ Value


54

JPMorgan Chase Deutsche Bank Commercial Mortgage Securities, Series 2016-C2, Class A4 3.144%, 6/15/49 290,000 293

Liberty Street Trust Series 2016-225L, Class A 3.597%, 2/10/36 (5) 220,000 229

Madison Avenue Trust Series 2015-11MD, Class A 3.555%, 9/10/35 (5) 205,000 214

Merrill Lynch Mortgage Trust Series 2007-C1, Class A4, ARM 5.836%, 6/12/50 15,437 15

Mill City Mortgage Trust Series 2016-1, Class A, CMO, ARM 2.50%, 4/25/57 (5) 221,579 222

Morgan Stanley Bank of America Merrill Lynch Trust Series 2015-C24, Class AS, ARM 4.036%, 5/15/48 75,000 80

Morgan Stanley Bank of America Merrill Lynch Trust Series 2015-C24, Class B, ARM 4.352%, 5/15/48 135,000 139

Morgan Stanley Bank of America Merrill Lynch Trust Series 2015-C24, Class C, ARM 4.352%, 5/15/48 90,000 84

Morgan Stanley Bank of America Merrill Lynch Trust Series 2016-C29, Class A4 3.325%, 5/15/49 165,000 169

Morgan Stanley Capital I Series 2015-MS1, Class AS, ARM 4.03%, 5/15/48 45,000 47

Nationstar Home Equity Loan Trust Series 2016-1A, Class A 2.981%, 2/25/26 (5) 69,166 69

One Market Plaza Trust Series 2017-1MKT, Class A 3.614%, 2/10/32 (5) 415,000 435

Palisades Center Trust Series 2016-PLSD, Class A 2.713%, 4/13/33 (5) 780,000 785

Proof #6


Shares/Par $ Value


55

Seasoned Credit Risk Transfer Series 2016-1, Class M1, CMO, ARM 3.00%, 9/25/55 (5) 130,000 125

Structured Agency Credit Risk Debt Notes Series 2014-DN3, Class M2, CMO ARM 3.424%, 8/25/24 36,259 36

Structured Agency Credit Risk Debt Notes Series 2014-HQ2, Class M2, CMO ARM 3.224%, 9/25/24 325,000 334


Structured Agency Credit Risk Debt Notes Series 2015-DN1, Class M2, CMO ARM 3.424%, 1/25/25 129,723 130

Structured Agency Credit Risk Debt Notes Series 2015-DNA1, Class M2, CMO ARM 2.874%, 10/25/27 620,000 634



Structured Agency Credit Risk Debt Notes Series 2015-HQ2, Class M2, CMO ARM 2.974%, 5/25/25 1,015,000 1,035

Structured Agency Credit Risk Debt Notes Series 2015-HQA1, Class M2, CMO ARM 3.674%, 3/25/28 467,422 480




Proof #6


Shares/Par $ Value


56


Structured Agency Credit Risk Debt Notes Series 2017-DNA1, Class M1, CMO, ARM 2.224%, 7/25/29 245,414 247

Structured Agency Credit Risk Debt Notes Series 2017-DNA2, Class M1, CMO, ARM 2.224%, 10/25/29 323,538 327

Structured Agency Credit Risk Debt Notes Series 2017-HQA1, Class M1, CMO, ARM 2.224%, 8/25/29 245,264 247

Terwin Mortgage Trust Series 2005-14HE, Class AF2, ARM 4.849%, 8/25/36 18,559 19

Towd Point Mortgage Trust Series 2015-3, Class AIB, CMO ARM 3.00%, 3/25/54 (5) 278,285 281

Towd Point Mortgage Trust Series 2015-4, Class A1B, CMO, ARM 2.75%, 4/25/55 (5) 351,785 355




Towd Point Mortgage Trust Series 2016-2, Class A1A, CMO, ARM 2.75%, 8/25/55 (5) 259,933 261

Towd Point Mortgage Trust Series 2016-4, Class A1, CMO, ARM 2.25%, 7/25/56 (5) 315,364 315

Towd Point Mortgage Trust Series 2016-4, Class M1, CMO ARM 3.25%, 7/25/56 (5) 145,000 144

Proof #6


Shares/Par $ Value


57



WaMu Mortgage PTC Series 2005-AR12, Class 2A1, CMO, ARM 3.062%, 9/25/35 4,826 5

Wells Fargo Commercial Mortgage Trust Series 2016-C34, Class A4 3.096%, 6/15/49 655,000 658

Wells Fargo Commercial Mortgage Trust Series 2015- SG1, Class A4 3.789%, 9/15/48 465,000 491

Wells Fargo Commercial Mortgage Trust Series 2015-LC20, Class C, ARM 4.056%, 4/15/50 300,000 279

Wells Fargo Commercial Mortgage Trust Series 2015-NXS2, Class A2 3.02%, 7/15/58 270,000 276

Wells Fargo Commercial Mortgage Trust Series 2015-NXS2, Class B, ARM 4.25%, 7/15/58 130,000 132

Wells Fargo Commercial Mortgage Trust Series 2015-NXS2, Class C, ARM 4.25%, 7/15/58 70,000 67

Wells Fargo Mortgage Backed Securities Trust Series 2003-O, Class 5A1, CMO, ARM 2.898%, 1/25/34 20,477 21

Wells Fargo Mortgage Backed Securities Trust Series 2004-G, Class A3, CMO, ARM 3.186%, 6/25/34 9,134 9

WF-RBS Commercial Mortgage Trust Series 2013-C13, Class A4 3.001%, 5/15/45 510,000 519

WF-RBS Commercial Mortgage Trust Series 2013-C18, Class A3 3.651%, 12/15/46 260,000 272

Proof #6


Shares/Par $ Value


58

WF-RBS Commercial Mortgage Trust Series 2014-C19, Class B, ARM 4.723%, 3/15/47 114,000 122

WF-RBS Commercial Mortgage Trust Series 2014-C20, Class AS 4.176%, 5/15/47 470,000 503

Total Non-U.S. Government Mortgage-Backed Securities (Cost $32,115) 32,221

U.S. GOVERNMENT & AGENCY MORTGAGE-BACKED

SECURITIES 7.3%

U.S. Government Agency Obligations 5.5% (6)

Federal Home Loan Mortgage

1.426%, 8/25/17 49,971 50

1.875%, 4/25/22 214,277 214

2.50%, 4/1/30 562,084 568

3.00%, 12/1/42 - 2/1/47 3,383,779 3,413

3.50%, 8/1/42 - 5/1/46 3,592,752 3,725

4.00%, 6/1/24 - 9/1/45 2,013,036 2,131

4.50%, 11/1/18 - 10/1/41 1,262,078 1,363

5.00%, 10/1/18 - 8/1/40 774,617 851

5.50%, 3/1/18 - 10/1/38 223,884 248

6.00%, 7/1/17 - 8/1/38 188,767 215

6.50%, 3/1/32 - 9/1/34 66,520 75

7.00%, 4/1 - 6/1/32 5,271 6

Federal Home Loan Mortgage, ARM

2.809%, 10/1/36 12,424 13

2.811%, 10/1/36 11,082 11

2.975%, 7/1/35 11,999 13

3.025%, 8/1/36 6,314 6

3.035%, 9/1/32 846 1

3.369%, 1/1/37 18,039 19

3.409%, 2/1/37 66,883 71

Proof #6


Shares/Par $ Value


59

3.486%, 11/1/36 14,769 15

3.536%, 12/1/36 8,849 9

3.563%, 2/1/37 56,403 60

3.783%, 2/1/37 73,627 78

Federal Home Loan Mortgage, CMO, ARM

1.439%, 10/15/46 - 1/15/47 653,070 653

1.489%, 4/15/46 - 2/15/47 2,111,930 2,114

Federal National Mortgage Assn.

2.50%, 7/1/30 - 4/1/43 3,216,768 3,199

3.00%, 1/1/27 - 4/1/47 26,936,233 27,198

3.50%, 5/1/42 - 4/1/47 22,024,374 22,786

4.00%, 3/1/24 - 5/1/47 9,495,502 10,061

4.50%, 5/1/19 - 9/1/42 2,912,944 3,146

5.00%, 6/1/18 - 11/1/44 3,364,767 3,706

5.50%, 9/1/17 - 9/1/41 2,112,410 2,367

6.00%, 5/1/21- 5/1/42 2,319,611 2,636

6.50%, 7/1/32 - 5/1/40 489,605 557

7.00%, 1/1/31 - 7/1/32 7,413 9

Federal National Mortgage Assn., ARM, 3.097%, 8/1/36 44,201 47

Federal National Mortgage Assn., CMO, ARM

1.474%, 10/25/46 - 3/25/47 825,872 823

1.524%, 9/25 - 11/25/46 1,317,855 1,320

Federal National Mortgage Assn., CMO, IO, 6.50%, 2/25/32 4,046 1

Federal National Mortgage Assn., TBA

2.50%, 1/1/28 3,930,000 3,969

3.50%, 1/1/41 2,215,000 2,286

100,033

U.S. Government Obligations 1.8%

Government National Mortgage Assn.

2.50%, 12/20/42 - 3/20/43 2,415,189 2,393

Proof #6


Shares/Par $ Value


60

3.00%, 9/15/42 - 11/20/46 3,594,444 3,669

3.50%, 7/20/42 - 10/20/46 4,727,606 4,945

4.00%, 2/20/41 - 5/20/47 10,614,495 11,249

4.50%, 11/20/39 - 4/20/47 8,446,033 9,067

5.00%, 7/20/39 - 8/20/41 1,343,694 1,493

5.50%, 1/20/36 - 6/20/44 629,825 706

6.00%, 4/15/36 4,441 5

6.50%, 2/15/28 - 12/20/33 48,449 54

7.00%, 2/20 - 7/20/27 8,619 10

7.50%, 11/15/25 - 6/15/32 7,888 8

8.00%, 3/15/22 - 10/20/25 1,400 1

Government National Mortgage Assn., CMO, IO

3.50%, 4/20/39 - 5/20/43 402,421 53

4.00%, 5/20/37 - 2/20/43 577,674 74

4.50%, 11/20/37 - 12/20/39 286,031 15

33,742

Total U.S. Government & Agency Mortgage-Backed Securities (Cost $133,305) 133,775

U.S. GOVERNMENT AGENCY OBLIGATIONS (EXCLUDING MORTGAGE-BACKED) 4.6%

U.S. Government Agency Obligations 0.0% (6)

Federal National Mortgage Assn., 7.125%, 1/15/30 65,000 95

95

U.S. Treasury Obligations 4.6%

U.S. Treasury Bonds, 2.50%, 2/15/46 905,000 837

U.S. Treasury Bonds, 2.50%, 5/15/46 220,000 203

U.S. Treasury Bonds, 2.875%, 11/15/46 2,685,000 2,684



Proof #6


Shares/Par $ Value


61




U.S. Treasury Inflation-Indexed Notes, 0.125%, 7/15/26 4,185,284 4,101

U.S. Treasury Inflation-Indexed Notes, 0.625%, 1/15/26 5,076,439 5,187

U.S. Treasury Notes, 0.75%, 4/30/18 4,085,000 4,069

U.S. Treasury Notes, 0.875%, 6/15/19 245,000 243

U.S. Treasury Notes, 1.50%, 5/31/19 (13) 6,920,000 6,949




U.S. Treasury Notes, 1.625%, 5/15/26 830,000 792




U.S. Treasury Notes, 2.75%, 2/15/19 (13) 2,575,000 2,639

84,355

Total U.S. Government Agency Obligations (Excluding Mortgage-Backed) (Cost $82,430) 84,450

FOREIGN GOVERNMENT OBLIGATIONS & MUNICIPALITIES 0.5%

Autoridad Del Canal De Panama, 4.95%, 7/29/35 (5) 200,000 217

CCCI Treasure, FRN, 3.50% (12) 200,000 202

CNOOC Finance 2014, 4.25%, 4/30/24 200,000 211

CNOOC Finance 2015, 3.50%, 5/5/25 700,000 703

Comision Federal de Eletricidad, 4.875%, 1/15/24 (5) 200,000 211

CRCC Yupeng, FRN, 3.95% (12) 620,000 632

Government of Bermuda, 4.854%, 2/6/24 (5) 510,000 553

Kingdom of Morocco, 4.25%, 12/11/22 (5) 400,000 420

Proof #6


Shares/Par $ Value


62

Pertamina, 4.30%, 5/20/23 200,000 208

Pertamina, 6.45%, 5/30/44 (5) 220,000 257

Petroleos Mexicanos, 3.50%, 7/18/18 860,000 872




Province of Manitoba, 3.05%, 5/14/24 155,000 160

Province of Ontario, 1.20%, 2/14/18 185,000 185

Province of Ontario, 2.50%, 9/10/21 1,015,000 1,027

Republic of Indonesia, 3.70%, 1/8/22 (5) 200,000 206

State Grid Overseas, 2.75%, 5/4/22 (5) 1,150,000 1,149

United Mexican States, 4.125%, 1/21/26 1,150,000 1,197

Total Foreign Government Obligations & Municipalities (Cost $9,076) 9,311

MUNICIPAL SECURITIES 0.7%

California 0.1%

Bay Area Toll Auth., Build America, 6.263%, 4/1/49 405,000 573

East Bay Municipal Utility Dist., Build America, 5.874%, 6/1/40 385,000 496

Los Angeles Airport, Build America, Series C, 7.053%, 5/15/40 205,000 287

Los Angeles Community College Dist., Build America 6.75%, 8/1/49 440,000 658

San Diego County Water Auth., Build America, Series B 6.138%, 5/1/49 115,000 153

2,167

Colorado 0.0%

Denver School Dist. No. 1, Public Schools, Series B, COP 4.242%, 12/15/37 165,000 172

172

Proof #6


Shares/Par $ Value


63

District of Columbia 0.0%

District of Columbia, Build America, Series E, 5.591%, 12/1/34 50,000 62

62

Florida 0.0%

Florida Board of Administration Fin. Corp., Hurricane Catastrophe Fund, Series A, 2.163%, 7/1/19 265,000 267

Florida Board of Administration Fin. Corp., Hurricane Catastrophe Fund, Series A, 2.995%, 7/1/20 335,000 344

611

Illinois 0.1%

Chicago O'Hare Int'l. Airport, Build America, 6.395%, 1/1/40 180,000 242

Metropolitan Water Reclamation Dist. of Chicago, Build America, 5.72%, 12/1/38 325,000 395

637

Maryland 0.1%

Maryland Transportation Auth., Build America, 5.888%, 7/1/43 315,000 410

Maryland Transportation Auth., Build America, Series B 5.754%, 7/1/41 410,000 522

932

New York 0.2%

Metropolitan Transportation Auth., Dedicated Tax Fund, Build America, 7.336%, 11/15/39 70,000 105

New York City, Build America, Series F1, 6.271%, 12/1/37 500,000 663

New York City, Build America, Series H-1, 5.846%, 6/1/40 705,000 917

New York City Municipal Water Fin. Auth., Water & Sewer Build America, 5.952%, 6/15/42 110,000 148

New York City Transitional Fin. Auth., Future Tax, Build America 5.508%, 8/1/37 640,000 794

Port Auth. of New York & New Jersey, Series 174 4.458%, 10/1/62 710,000 763

3,390

Proof #6


Shares/Par $ Value


64

North Carolina 0.1%

North Carolina Eastern Municipal Power Agency 1.561%, 7/1/17 170,000 170

North Carolina Eastern Municipal Power Agency 2.003%, 7/1/18 15,000 15

Univ. of North Carolina Board of Governors, UNC Chapel Hill 3.847%, 12/1/34 770,000 822

1,007

Ohio 0.0%

JobsOhio Beverage System, Liquor Profit, Series B 4.532%, 1/1/35 445,000 488

488

Oregon 0.0%

Oregon, Taxable Pension, 5.892%, 6/1/27 75,000 91

91

South Carolina 0.0%

South Carolina Public Service Auth., Taxable Obligation Series E, 4.322%, 12/1/27 270,000 275

275

Texas 0.0%

Texas Transportation Commission, 1st Tier, Build America Series B, 5.178%, 4/1/30 435,000 518

518

Utah 0.0%

Utah Transit Auth., Build America, Series B, 5.937%, 6/15/39 375,000 484

484

Virginia 0.1%

Univ. of Virginia, Build America, 5.00%, 9/1/40 415,000 497

Virginia Public Building Auth., Build America, 5.90%, 8/1/30 315,000 393

Proof #6


Shares/Par $ Value


65

Virginia Public School Auth., Qualified School Construction 4.25%, 12/15/30 560,000 620

Virginia Transportation Board, Build America, 5.35%, 5/15/35 45,000 54

1,564

Total Municipal Securities (Cost $11,116) 12,398

BOND MUTUAL FUNDS 23.4%

T. Rowe Price Dynamic Global Bond Fund – I Class, 2.22% (7)(8) 11,654,589 115,264

T. Rowe Price Inflation Protected Bond Fund - I Class, (0.08)% (7)(8) 799,713 9,541

T. Rowe Price Institutional Emerging Markets Bond Fund, 5.88% (7)(8) 11,046,705 101,630

T. Rowe Price Institutional High Yield Fund, 4.92% (7)(8) 11,575,590 104,643

T. Rowe Price Institutional International Bond Fund, 1.56% (7)(8) 10,838,258 93,859

T. Rowe Price Limited Duration Inflation Focused Bond Fund – I Class, (0.23)% (7)(8) 1,147,561 5,772

Total Bond Mutual Funds (Cost $423,187) 430,709

EQUITY MUTUAL FUNDS 3.2%

T. Rowe Price Institutional Emerging Markets Equity Fund (7) 1,182,416 40,675

T. Rowe Price Real Assets Fund – I Class (7) 1,601,921 17,381

Total Equity Mutual Funds (Cost $44,125) 58,056

PRIVATE INVESTMENT COMPANIES 4.8%

Blackstone Partners Offshore Fund (2)(4) 84,952 89,052

Total Private Investment Companies (Cost $85,000) 89,052

SHORT-TERM INVESTMENTS 7.8%

Money Market Funds 7.8%

T. Rowe Price Treasury Reserve Fund, 0.83% (7)(9) 144,167,883 144,168

Total Short-Term Investments (Cost $144,168) 144,168

Proof #6


Shares/Par $ Value


66

SECURITIES LENDING COLLATERAL 0.2%

Investments in a Pooled Account through Securities Lending Program with JPMorgan Chase Bank 0.2%

Short-Term Funds 0.2%

T. Rowe Price Short-Term Fund, 0.92% (7)(9) 347,537 3,475

Total Investments through Securities Lending Program with JPMorgan Chase Bank 3,475

Investments in a Pooled Account through Securities Lending Program with State Street Bank and Trust Company 0.0%

Short-Term Funds 0.0%

T. Rowe Price Short-Term Fund, 0.92% (7)(9) 6,307 63

Total Investments through Securities Lending Program with State Street Bank and Trust Company 63

Total Securities Lending Collateral (Cost $3,538) 3,538

Total Investments in Securities

100.4% of Net Assets (Cost $1,578,347) $ 1,844,260

‡ Shares/Par are denominated in U.S. dollars unless otherwise noted. (1)

All or a portion of this security is on loan at May 31, 2017 -- total value of such securities at period-end amounts to $2,460. See Note 4.

(2) Non-income producing (3)

Security cannot be offered for public resale without first being registered under the Securities Act of 1933 and related rules ("restricted security"). Acquisition date represents the day on which an enforceable right to acquire such security is obtained and is presented along with related cost in the security description. The fund has registration rights for certain restricted securities. Any costs related to such registration are borne by the issuer. The aggregate value of restricted securities (excluding 144A holdings) at period-end amounts to $186 and represents 0.0% of net assets.

(4) Level 3 in fair value hierarchy. See Note 2. (5)

Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be resold in transactions exempt from registration only to qualified institutional buyers -- total value of such securities at period-end amounts to $62,365 and represents 3.4% of net assets.

(6)

The issuer currently operates under a federal conservatorship; however, its securities are neither issued nor guaranteed by the U.S. government.

(7) Affiliated Company

Proof #6


Shares/Par $ Value


67

(8) SEC 30-day yield (9) Seven-day yield

(10)

All or a portion of this security is pledged to cover written call options at May 31, 2017.

(11)

The identity of certain securities has been concealed to protect the fund while it completes a purchase or selling program for the securities.

(12) Perpetual security with no stated maturity date. (13)

At May 31, 2017, all or a portion of this security is pledged as collateral and/or margin deposit to cover future funding obligations.

(14)

Shares/Par amount represents either the total number of shares or total contract value of the securities underlying the options. See Note 3.

ADR American Depository Receipts ARM Adjustable Rate Mortgage AUD Australian Dollar BRL Brazilian Real CAD Canadian Dollar CHF Swiss Franc

CMO Collateralized Mortgage Obligation CNH Offshore China Renminbi COP Certificate of Participation DKK Danish Krone ETC Equipment Trust Certificate EUR Euro FRN Floating-Rate Note GBP British Pound GDR Global Depository Receipts HKD Hong Kong Dollar

IO Interest Only JPY Japanese Yen

KRW South Korean Won NOK Norwegian Krone PTC Pass-Through Certificate REIT

A domestic Real Estate Investment Trust whose distributions pass-through with original tax character to the shareholder

SEK Swedish Krona SGD Singapore Dollar TBA

To Be Announced purchase commitment; TBAs totaled $6,255 (0.3% of net assets) at period-end - see Note 4.

TWD Taiwan Dollar VR Variable Rate; rate shown is effective rate at period-end.

OPTIONS WRITTEN (0.1)% (14)

S&P 500, Call, 6/16/17 @ $2,375.00 28,200 (1,200)

Total Options Written (Premiums $(982)) (1,200)

Proof #6

68


(Amounts in 000s, except market price)

SWAPS 0.0%

Notional Amount

Market Value

Upfront Premiums Paid/(Received)

Unrealized Gain (Loss)

BILATERAL SWAPS 0.0%

Credit Default Swaps, Protection Sold 0.0%

Goldman Sachs, Protection Sold (Relevant Credit: GE Capital, 5.625%, 9/15/17, $101.17*) Receive 0.185%, Pay upon credit default, 6/20/17 540 $ — $ 0 $ —

Total Bilateral Credit Default Swaps, Protection Sold 0 —

Total Bilateral Swaps $ 0 $ —

*Market price at May 31, 2017

Proof #6


69

Futures Contracts ($000s)

ExpirationContract

ValueUnrealized Gain (Loss)

Short, 59 MSCI EAFE Mini Index contracts 6/17 $ (5,563) $ (422)

Long, 338 S&P 500 E-Mini Index contracts 6/17 40,746 363

Long, 22 U.S. Treasury Bonds 30 year contracts 9/17 3,383 39

Long, 144 U.S. Treasury Notes five year contracts 9/17 17,037 55

Short, 48 U.S. Treasury Notes ten year contracts 9/17 (6,062) (12)

Long, 73 U.S. Treasury Notes two year contracts 9/17 15,803 15

Long, 20 Ultra U.S. Treasury Bonds contracts 9/17 3,303 38

Short, 157 Ultra U.S. Treasury Bonds ten year contracts 9/17 (21,310) (89)

Net payments (receipts) of variation margin to date (1)

Variation margin receivable (payable) on open futures contracts $ (14)

Proof #6


70

Affiliated Companies

($000s)

The fund may invest in certain securities that are considered affiliated companies. As defined by the 1940 Act, an affiliated company is one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common ownership or control. The following securities were considered affiliated companies for all or some portion of the year ended May 31, 2017. Purchase and sales cost and investment income reflect all activity for the period then ended. Affiliate

PurchaseCost

SalesCost

InvestmentIncome

Value5/31/17

Value5/31/16

T. Rowe Price Dynamic Global Bond Fund $ 118,030 $ — $ 242 $ 115,264 $ —T. Rowe Price Inflation Protected Bond Fund 9,612 — 112 9,541 —T. Rowe Price Institutional Emerging Markets Bond Fund 13,580 16,134 7,003 101,630 97,810T. Rowe Price Institutional Emerging Markets Equity Fund 334 13,166 612 40,675 43,928T. Rowe Price Institutional High Yield Fund 16,553 23,179 6,554 104,643 102,277T. Rowe Price Institutional International Bond Fund 15,156 15,498 1,715 93,859 93,566T. Rowe Price Limited Duration Inflation Focused Bond Fund 9,500 3,728 — 5,772 —

Proof #6


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($000s)

Affiliated Companies (continued)

Affiliate Purchase

CostSales

CostInvestment

IncomeValue

5/31/17Value

5/31/16T Rowe Price Real Assets Fund 366 6,889 732 17,381 22,240T. Rowe Price Government Reserve Fund + ¤ ¤ 708 — 236,449T. Rowe Price Short-Term Fund* ¤ ¤ —^ 3,538 6,165 T. Rowe Price Treasury Reserve Fund ¤ ¤ — 144,168 —Totals $ 17,678 $ 636,471 $ 602,435 + At May 31, 2016, the underlying fund’s name was T. Rowe Price Reserve Investment Fund. ¤ Purchase and sale information not shown for cash management funds. * At May 31, 2016, the underlying fund’s name was T. Rowe Price Short-Term Reserve Fund. ^ Excludes earnings on securities lending collateral, which are subject to rebates and fees as

described in Note 4.

Amounts reflected on the accompanying financial statements include the following amounts related to affiliated companies: Investment in securities, at cost $ 615,018

Dividend income 17,678 Interest income -

Investment income $ 17,678

Realized gain (loss) on securities $ (3,264)

Capital gain distributions from mutual funds $ 1,851

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($000s, except shares and per share amounts)

Statement of Assets and Liabilities

Assets

Investments in securities, at value (cost $1,578,347) $ 1,844,260

Receivable for investment securities sold 9,326

Interest and dividends receivable 3,919

Cash 1,063

Receivable for shares sold 1,047

Foreign currency (cost $225) 226

Other assets 775

Total assets 1,860,616

Liabilities

Payable for investment securities purchased 16,575

Obligation to return securities lending collateral 3,538

Written options (premiums $982) 1,200

Payable for shares redeemed 1,173

Investment management fees payable 444

Due to affiliates 84

Variation margin payable on futures contracts 14

Payable to directors 1

Other liabilities 502

Total liabilities 23,531

NET ASSETS $ 1,837,085 Net Assets Consist of:

Undistributed net investment income $ 7,692

Accumulated undistributed net realized gain 4,518

Net unrealized gain 265,687

Paid-in capital applicable to 95,983,542 shares of $0.0001 par value capital stock outstanding; 1,000,000,000 shares of the Corporation authorized 1,559,188

NET ASSETS $ 1,837,085

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Statement of Assets and Liabilities

NET ASSET VALUE PER SHARE

Investor Class ($1,790,086,954 / 93,526,883 shares outstanding) $ 19.14

I Class ($46,998,161 / 2,456,659 shares outstanding) $ 19.13

Proof #6


($000s)

Statement of Operations

74

Year Ended

5/31/17Investment Income (Loss)

Income Dividend $ 26,176 Interest 12,502 Securities lending 52 Other 1 Total income 38,731

Expenses Investment management 7,528 Shareholder servicing

Investor Class 1,577 I Class 3 1,580

Prospectus and shareholder reports Investor Class 68 I Class 2 70

Custody and accounting 255 Registration 129 Legal and audit 33 Directors 6 Miscellaneous 32 Waived / paid by Price Associates (2,580) Total expenses 7,053

Net investment income 31,678

Proof #6


($000s)

Statement of Operations

75


Year Ended

5/31/17Realized and Unrealized Gain / Loss

Net realized gain (loss) Securities 28,224 Futures 748 Swaps 1 Written options (2,205) Foreign currency transactions (14) Capital gain distributions from mutual funds 1,851 Net realized gain 28,605

Change in net unrealized gain / loss

Securities 105,108 Futures (1) Swaps (1) Written options (218) Other assets and liabilities denominated in foreign currencies 14 Change in net unrealized gain / loss 104,902

Net realized and unrealized gain / loss 133,507 INCREASE IN NET ASSETS FROM OPERATIONS $ 165,185

Proof #6


($000s)

76

Statement of Changes in Net Assets

Year Ended

5/31/17 5/31/16Increase (Decrease) in Net Assets

Operations Net investment income $ 31,678 $ 29,075 Net realized gain 28,605 12,682 Change in net unrealized gain / loss 104,902 (43,611) Increase (decrease) in net assets from operations 165,185 (1,854)

Distributions to shareholders

Net investment income Investor (31,831) (29,453) I Class (563) (1)

Net realized gain Investor (3,653) (35,360) I Class (82) –

Decrease in net assets from distributions (36,129) (64,814)

Capital share transactions*

Shares sold Investor 367,920 402,714 I Class 47,973 4,847

Distributions reinvested Investor 34,183 62,782 I Class 623 –

Shares redeemed Investor (340,503) (313,381) I Class (8,515) (35)

Increase in net assets from capital share transactions 101,681 156,927

Net Assets

Increase during period 230,737 90,259 Beginning of period 1,606,348 1,516,089

End of period $ 1,837,085 $ 1,606,348

Undistributed net investment income 7,692 7,320

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Statement of Changes in Net Assets

(000s)

Year Ended

5/31/17 5/31/16

*Share information Shares sold

Investor 20,123 22,836 I Class 2,620 273

Distributions reinvested Investor 1,895 3,605 I Class 34 –

Shares redeemed Investor (18,620) (17,742) I Class (468) (2)

Increase in shares outstanding 5,584 8,970

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Notes to Financial Statements

T. Rowe Price Personal Strategy Funds, Inc. (the corporation), is registered under the Investment Company Act of 1940 (the 1940 Act). The Personal Strategy Income Fund (the fund) is a diversified, open-end management investment company established by the corporation. The fund seeks the highest total return over time consistent with a primary emphasis on income and a secondary emphasis on capital growth. The fund pursues this objective by investing in a diversified portfolio typically consisting of approximately 40% stocks, 40% bonds, and 20% money market securities. The fund has two classes of shares: the Personal Strategy Income Fund (Investor Class) and the Personal Strategy Income Fund–I Class (I Class). I Class shares generally are available only to investors meeting a $1,000,000 minimum investment or certain other criteria. Each class has exclusive voting rights on matters related solely to that class; separate voting rights on matters that relate to both classes; and, in all other respects, the same rights and obligations as the other class.

Note 1 - SigNiFiCANt ACCouNtiNg PoliCieS

Basis of Preparation The fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 (ASC 946). The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), including, but not limited to, ASC 946. GAAP requires the use of estimates made by management. Management believes that estimates and valuations are appropriate; however, actual results may differ from those estimates, and the valuations reflected in the accompanying financial statements may differ from the value ultimately realized upon sale or maturity.

investment transactions, investment income, and Distributions Income and expenses are recorded on the accrual basis. Premiums and discounts on debt securities are amortized for financial reporting purposes. Paydown gains and losses are recorded as an adjustment to interest income. Inflation adjustments to the principal amount of inflation-indexed bonds are reflected as interest income. Dividends received from mutual fund investments are reflected as dividend income; capital gain distributions are reflected as realized gain/loss. Earnings on investments recognized as partnerships for federal income tax purposes reflect the tax character of such earnings. Dividend income and capital

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gain distributions are recorded on the ex-dividend date. Income tax-related interest and penalties, if incurred, would be recorded as income tax expense. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Distributions from REITs are initially recorded as dividend income and, to the extent such represent a return of capital or capital gain for tax purposes, are reclassified when such information becomes available. Income distributions are declared and paid by each class quarterly. Distributions to shareholders are recorded on the ex-dividend date. Capital gain distributions are generally declared and paid by the fund annually.

Currency translation Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate, using the mean of the bid and asked prices of such currencies against U.S. dollars as 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. The effect of changes in foreign currency exchange rates on realized and unrealized security gains and losses is reflected as a component of security gains and losses.

Class Accounting Shareholder servicing, prospectus, and shareholder report expenses incurred by each class are charged directly to the class to which they relate. Expenses common to both classes, investment income, and realized and unrealized gains and losses are allocated to the classes based upon the relative daily net assets of each class.

Rebates Subject to best execution, the fund may direct certain security trades to brokers who have agreed to rebate a portion of the related brokerage commission to the fund in cash. Commission rebates are reflected as realized gain on securities in the accompanying financial statements and totaled $8,000 for the year ended May 31, 2017.

New Accounting guidance In October 2016, the Securities and Exchange Commission (SEC) issued a new rule, Investment Company Reporting Modernization, which, among other provisions, amends Regulation S-X to require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. Compliance with the guidance is effective for financial statements related to periods ending on or after August 1, 2017; adoption will have no effect on the fund’s net assets or results of operations.

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Note 2 - VAluAtioN

The fund’s financial instruments are valued and each class’s net asset value (NAV) per share is computed at the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day the NYSE is open for business. However, the NAV per share may be calculated at a time other than the normal close of the NYSE if trading on the NYSE is restricted, if the NYSE closes earlier, or as may be permitted by the SEC.

Fair Value The fund’s financial instruments are reported at fair value, which GAAP defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The T. Rowe Price Valuation Committee (the Valuation Committee) is an internal committee that has been delegated certain respon-sibilities by the fund’s Board of Directors (the Board) to ensure that financial instruments are appropriately priced at fair value in accordance with GAAP and the 1940 Act. Subject to oversight by the Board, the Valuation Committee develops and oversees pricing-related policies and procedures and approves all fair value determinations. Specifically, the Valuation Committee establishes procedures to value securities; determines pricing techniques, sources, and persons eligible to effect fair value pricing actions; oversees the selection, services, and performance of pricing vendors; oversees valuation-related business continuity practices; and provides guidance on internal controls and valuation-related matters. The Valuation Committee reports to the Board and has representation from legal, portfolio management and trading, operations, risk management, and the fund’s treasurer.

Various valuation techniques and inputs are used to determine the fair value of financial instruments. GAAP establishes the following fair value hierarchy that categorizes the inputs used to measure fair value:

Level 1 – quoted prices (unadjusted) in active markets for identical financial instruments that the fund can access at the reporting date

Level 2 – inputs other than Level 1 quoted prices that are observable, either directly or indirectly (including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads)

Level 3 – unobservable inputs

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Observable inputs are developed using market data, such as publicly available information about actual events or transactions, and reflect the assumptions that market participants would use to price the financial instrument. Unobservable inputs are those for which market data are not available and are developed using the best information available about the assumptions that market participants would use to price the financial instrument. GAAP requires valuation techniques to maximize the use of relevant observable inputs and minimize the use of unobservable inputs. When multiple inputs are used to derive fair value, the financial instrument is assigned to the level within the fair value hierarchy based on the lowest-level input that is significant to the fair value of the financial instrument. Input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level but rather the degree of judgment used in determining those values.

Valuation techniques Equity securities listed or regularly traded on a securities exchange or in the over-the-counter (OTC) market are valued at the last quoted sale price or, for certain markets, the official closing price at the time the valuations are made. OTC Bulletin Board securities are valued at the mean of the closing bid and asked prices. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the closing bid and asked prices for domestic securities and the last quoted sale or closing price for international securities.

For valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted to reflect the fair value of such securities at the close of the NYSE. If the fund determines that developments between the close of a foreign market and the close of the NYSE will, in its judgment, materially affect the value of some or all of its portfolio securities, the fund will adjust the previous quoted prices to reflect what it believes to be the fair value of the securities as of the close of the NYSE. In deciding whether it is necessary to adjust quoted prices to reflect fair value, the fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The fund may also fair value securities in other situations, such as when a particular foreign market is closed but the fund is open. The fund uses outside pricing services to provide it with quoted prices and information to evaluate or adjust those prices. The fund cannot predict how often it will use quoted prices and how often it will

Proof #6

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determine it necessary to adjust those prices to reflect fair value. As a means of evaluating its security valuation process, the fund routinely compares quoted prices, the next day’s opening prices in the same markets, and adjusted prices.

Actively traded equity securities listed on a domestic exchange generally are categorized in Level 1 of the fair value hierarchy. Non-U.S. equity securities generally are categorized in Level 2 of the fair value hierarchy despite the availability of quoted prices because, as described above, the fund evaluates and determines whether those quoted prices reflect fair value at the close of the NYSE or require adjustment. OTC Bulletin Board securities, certain preferred securities, and equity securities traded in inactive markets generally are categorized in Level 2 of the fair value hierarchy.

Debt securities generally are traded in the OTC market. Securities with remaining maturities of one year or more at the time of acquisition are valued at 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 quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Generally, debt securities are categorized in Level 2 of the fair value hierarchy; however, to the extent the valuations include significant unobservable inputs, the securities would be categorized in Level 3.

Investments in mutual funds are valued at the mutual fund’s closing NAV per share on the day of valuation and are categorized in Level 1 of the fair value hierarchy. Investments in private investment companies are valued at the investee’s NAV per share as of the valuation date, if available. If the investee’s NAV is not available as of the valuation date or is not calculated in accordance with GAAP, the Valuation Committee may adjust the investee’s NAV to reflect fair value at the valuation date. Investments in private investment companies generally are categorized either in Level 2 or 3, depending on the significance of unobservable inputs. Listed options, and OTC options with a listed equivalent, are valued at the mean of the closing bid and asked prices and generally are categorized in Level 2 of the fair value hierarchy. Financial futures contracts are valued at closing settlement prices and are categorized in Level 1 of the fair value hierarchy. Swaps are valued at prices furnished by an independent pricing service or independent swap dealers and generally are categorized in Level 2 of the fair value hierarchy; however, if unobservable inputs are significant to the valuation, the swap would be categorized in Level 3. Assets and liabilities other than financial instruments, including short-term receivables and payables, are carried at cost, or estimated realizable value, if less, which approximates fair value.

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Thinly traded financial instruments and those for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the Valuation Committee. The objective of any fair value pricing determination is to arrive at a price that could reasonably be expected from a current sale. Financial instruments fair valued by the Valuation Committee are primarily private placements, restricted securities, warrants, rights, and other securities that are not publicly traded.

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 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. Depending on the relative significance of unobservable inputs, including the valuation technique(s) used, fair valued securities may be categorized in Level 2 or 3 of the fair value hierarchy.

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Valuation inputs The following table summarizes the fund’s financial instruments, based on the inputs used to determine their fair values on May 31, 2017:

($000s) level 1 level 2 level 3 total Value

Quoted Prices

Significant observable

inputs

Significant unobservable

inputs

Assets

Investment In Securities except: $ 636,471 $ — $ — $ 636,471

Common Stocks 474,781 173,968 70 648,819

Convertible Preferred Stocks — 1,282 88 1,370

Corporate Bonds — 150,011 — 150,011

Asset-Backed Securities — 46,382 — 46,382

Non-U.S. Government Mortgage-Backed Securities — 32,221 — 32,221

U.S. Government & Agency Mortgage-Backed Securities — 133,775 — 133,775

U.S. Government Agency Obligations (Excluding Mortgage-Backed) — 84,450 — 84,450

Foreign Government Obligations & Municipalities — 9,311 — 9,311

Municipal Securities — 12,398 — 12,398

Private Investment Companies — — 89,052 89,052

Total $ 1,111,252 $ 643,798 $ 89,210 $ 1,844,260

liabilities

Futures Contracts $ 14 $ — $ — $ 14

Options Written — 1,200 — 1,200

Total $ 14 $ 1,200 $ — $ 1,214

There were no material transfers between Levels 1 and 2 during the year ended May 31, 2017.

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Following is a reconciliation of the fund’s Level 3 holdings for the year ended May 31, 2017. Gain (loss) reflects both realized and change in unrealized gain/loss on Level 3 holdings during the period, if any, and is included on the accompanying Statement of Operations. The change in unrealized gain/loss on Level 3 instruments held at May 31, 2017, totaled $4,061,000 for the year ended May 31, 2017. Transfers into and out of Level 3 are reflected at the value of the financial instrument at the beginning of the period. During the year, transfers out of Level 3 were because observable market data became available for the security.

($000s) BeginningBalance6/1/16

gain (loss)DuringPeriod

totalPurchases

transfersout of

level 3

endingBalance

5/31/17

Investments in Securities

Common Stocks $ 16 $ (3) $ 57 $ — $ 70

Convertible Preferred Stocks 101 12 21 (46) 88

Private Investment Companies — 4,052 85,000 — 89,052

Total Level 3 $ 117 $ 4,061 $ 85,078 $ (46) $ 89,210

In accordance with GAAP, the following table provides quantitative information about significant unobservable inputs used to determine the fair valuations of the fund’s Level 3 assets, by class of financial instrument; it also indicates the sensitivity of the Level 3 valuations to changes in those significant unobservable inputs. Because the Valuation Committee considers a wide variety of factors and inputs, both observable and unobservable, in determining fair values, the unobservable inputs presented do not reflect all inputs significant to the fair value determination.

Proof #6

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($000s)

Market Value

(000s)Valuation

technique(s)+

Significant unobservable

input(s)

Value or Range of input(s)

impact to Valuation

from an increase in

input*

Investments in Securities

Common Stocks $ 70 Recent comparable transaction

price(s)Market

comparable

—#

Enterprise value to EBITDA

multiple

Discount for lack of

marketability

EBITDA growth rate

Enterprise value to sales

multiple

—#

18.4x

10%

21%

8.6x

—#

Increase

Decrease

Increase

Increase

Convertible Preferred Stocks

$ 88 Recent comparable transaction

price(s)Market

comparable

—#

Enterprise value to sales

multiple

Discount for lack of

marketability

Sales growth rate

—#

4.1x - 9.0x

10%

20% - 45%

—#

Increase

Decrease

Increase

Private Investment Companies

$89,052 Rollforward of Investee NAV

Estimated return

(0.14)% Increase

# No quantitative unobservable inputs significant to the valuation technique were created by the fund’s management.

* Represents the directional change in the fair value of the Level 3 investment(s) that would result from an increase in the corresponding input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.

+ Valuation techniques may change in order to reflect our judgment of current market participant assumptions.

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Note 3 - DeRiVAtiVe iNStRuMeNtS

During the year ended May 31, 2017, the fund invested in derivative instru-ments. As defined by GAAP, a derivative is a financial instrument whose value is derived from an underlying security price, foreign exchange rate, interest rate, index of prices or rates, or other variable; it requires little or no initial investment and permits or requires net settlement. The fund invests in deriva-tives only if the expected risks and rewards are consistent with its investment objectives, policies, and overall risk profile, as described in its prospectus and Statement of Additional Information. The fund may use derivatives for a variety of purposes, such as seeking to hedge against declines in principal value, increase yield, invest in an asset with greater efficiency and at a lower cost than is possible through direct investment, or to adjust credit exposure. 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. The fund at all times maintains sufficient cash reserves, liquid assets, or other SEC-permitted asset types to cover its settlement obligations under open derivative contracts.

The fund values its derivatives at fair value and recognizes changes in fair value currently in its results of operations. Accordingly, the fund does not follow hedge accounting, even for derivatives employed as economic hedges. Generally, the fund accounts for its derivatives on a gross basis. It does not offset the fair value of derivative liabilities against the fair value of derivative assets on its financial statements, nor does it offset the fair value of derivative

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instruments against the right to reclaim or obligation to return collateral. The following table summarizes the fair value of the fund’s derivative instruments held as of May 31, 2017, and the related location on the accompanying Statement of Assets and Liabilities, presented by primary underlying risk exposure:

($000s) location on Statement of Assets and liabilities Fair Value

Assets

Interest rate derivatives Futures* $ 147

Equity derivatives Futures* 363

Total $ 510

liabilities

Interest rate derivatives Futures* $ 101

Equity derivatives Written options, Futures* 1,622

Total $ 1,723

* The fair value presented includes cumulative gain (loss) on open futures contract; however, the value reflected on the accompanying Statement of Assets and Liabilities is only the unsettled variation margin receivable (payable) at that date.

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Additionally, the amount of gains and losses on derivative instruments recog-nized in fund earnings during the year ended May 31, 2017, and the related location on the accompanying Statement of Operations is summarized in the following table by primary underlying risk exposure:

($000s) location of gain (loss) on Statement of operations

Securities^Written options Futures Swaps total

Realized gain (loss)

Interest rate derivatives $ (5) $ 2 $ (1,022) $ — $ (1,025)

Equity derivatives — (2,207) 1,770 — (437)

Credit derivatives — — — 1 1

Total $ (5) $ (2,205) $ 748 $ 1 $ (1,461)

Change in unrealized gain / loss

Interest rate derivatives $ — $ — $ 58 $ — $ 58

Equity derivatives — (218) (59) — (277)

Credit derivatives — — — (1) (1)

Total $ — $ (218) $ (1) $ (1) $ (220)

^Purchased options are reported as securities.

Counterparty Risk and Collateral The fund invests in derivatives in various markets, which expose it to differing levels of counterparty risk. Counterparty risk on exchange-traded and centrally cleared derivative contracts, such as futures, exchange-traded options, and centrally cleared swaps, is minimal because the clearinghouse provides protection against counterparty defaults. For futures and centrally cleared swaps, the fund is required to deposit collateral in an amount specified by the clearinghouse and the clearing firm (margin requirement), and the margin requirement must be maintained over the life of the contract. Each clearinghouse and clearing firm, in its sole discretion, may adjust the margin requirements applicable to the fund.

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Derivatives, such as bilateral swaps, forward currency exchange contracts, and OTC options, that are transacted and settle directly with a counterparty (bilateral derivatives) expose the fund to greater counterparty risk. To mitigate this risk, the fund has entered into master netting arrangements (MNAs) with certain counterparties that permit net settlement under specified conditions and, for certain counterparties, also require the exchange of collateral to cover mark-to-market exposure. MNAs may be in the form of International Swaps and Derivatives Association master agreements (ISDAs) or foreign exchange letter agreements (FX letters).

MNAs provide the ability to offset amounts the fund owes a counterparty against amounts the counterparty owes the fund (net settlement). Both ISDAs and FX letters generally allow termination of transactions and net settlement upon the occurrence of contractually specified events, such as failure to pay or bankruptcy. In addition, ISDAs specify other events, the occurrence of which would allow one of the parties to terminate. For example, a downgrade in credit rating of a counterparty would allow the fund to terminate while a decline in the fund’s net assets of more than a specified percentage would allow the counterparty to terminate. Upon termination, all transactions with that counterparty would be liquidated and a net termination amount settled. ISDAs include collateral agreements whereas FX letters do not. Collateral requirements are determined daily based on the net aggregate unrealized gain or loss on all bilateral derivatives with a counterparty, subject to minimum transfer amounts that typically range from $100,000 to $250,000. Any additional collateral required due to changes in security values is typically transferred the same business day.

Collateral may be in the form of cash or debt securities issued by the U.S. government or related agencies. Cash posted by the fund is reflected as cash deposits in the accompanying financial statements and generally is restricted from withdrawal by the fund; securities posted by the fund are so noted in the accompanying Portfolio of Investments; both remain in the fund’s assets. Collateral pledged by counterparties is not included in the fund’s assets because the fund does not obtain effective control over those assets. For bilateral deriva-tives, collateral posted or received by the fund is held in a segregated account at the fund’s custodian. As of May 31, 2017, no collateral was pledged by either the fund or counterparties for bilateral derivatives. As of May 31, 2017, securi-ties valued at $2,012,000 had been posted by the fund for exchange-traded and/or centrally cleared derivatives.

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Futures Contracts The fund is subject to interest rate risk and equity price risk in the normal course of pursuing its investment objectives and uses futures contracts to help manage such risks. The fund may enter into futures contracts to manage exposure to interest rates, security prices, foreign currencies, and credit quality; as an efficient means of adjusting exposure to all or part of a target market; to enhance income; as a cash management tool; or to adjust credit exposure. A futures contract provides for the future sale by one party and purchase by another of a specified amount of a specific underlying financial instrument at an agreed-upon price, date, time, and place. The fund currently invests only in exchange-traded futures, which generally are standardized as to maturity date, underlying financial instrument, and other contract terms. Payments are made or received by the fund each day to settle daily fluctua-tions in the value of the contract (variation margin), which reflect changes in the value of the underlying financial instrument. Variation margin is recorded as unrealized gain or loss until the contract is closed. The value of a futures contract included in net assets is the amount of unsettled variation margin; net variation margin receivable is reflected as an asset, and net variation margin payable is reflected as a liability on the accompanying Statement of Assets and Liabilities. Risks related to the use of futures contracts include possible illiquidity of the futures markets, contract prices that can be highly volatile and imperfectly correlated to movements in hedged security values and/or interest rates, and potential losses in excess of the fund’s initial investment. During the year ended May 31, 2017, the volume of the fund’s activity in futures, based on underlying notional amounts, was generally between 1% and 6% of net assets.

options The fund is subject to interest rate risk and equity price risk in the normal course of pursuing its investment objectives and uses options to help manage such risks. The fund may use options to manage exposure to security prices, interest rates, foreign currencies, and credit quality; as an efficient means of adjusting exposure to all or a part of a target market; to enhance income; as a cash management tool; or to adjust credit exposure. Options are included in net assets at fair value, purchased options are included in Investments in Securities, and written options are separately reflected as a liability on the accompanying Statement of Assets and Liabilities. Premiums on unexercised, expired options are recorded as realized gains or losses; premiums on exercised options are recorded as an adjustment to the proceeds from the sale or cost of the purchase. The difference between the premium and the amount received or paid in a closing transaction is also treated as realized gain or loss. In return for a premium paid, call and put options on futures give the holder the right, but

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not the obligation, to purchase or sell, respectively, a position in a particular futures contract at a specified exercise price. In return for a premium paid, call and put index options give the holder the right, but not the obligation, to receive cash equal to the difference between the value of the reference index on the exercise date and the exercise price of the option. Risks related to the use of options include possible illiquidity of the options markets; trading restrictions imposed by an exchange or counterparty; movements in the underlying asset values and interest rates; and, for written options, potential losses in excess of the fund’s initial investment. During the year ended May 31, 2017, the volume of the fund’s activity in options, based on underlying notional amounts, was generally between 0% and 4% of net assets. Transactions in written options and related premiums received during the year ended May 31, 2017, were as follows:

Number of Contracts Premiums

Outstanding at beginning of period 0 $ 0

Written 2,384 8,216

Closed (2,102) (7,234)

Outstanding at end of period 282 $ 982

($000s)

Swaps The fund is subject to credit risk in the normal course of pursuing its investment objectives and uses swap contracts to help manage such risk. The fund may use swaps in an effort to manage exposure to changes in interest rates, inflation rates, and credit quality; to adjust overall exposure to certain markets; to enhance total return or protect the value of portfolio securities; to serve as a cash management tool; or to adjust credit exposure. Swap agree-ments can be settled either directly with the counterparty (bilateral swap) or through a central clearinghouse (centrally cleared swap). Fluctuations in the fair value of a contract are reflected in unrealized gain or loss and are reclassified to realized gain or loss upon contract termination or cash settlement. Net periodic receipts or payments required by a contract increase or decrease, respectively, the value of the contract until the contractual payment date, at which time such amounts are reclassified from unrealized to realized gain or loss. For bilateral swaps, cash payments are made or received by the fund on a periodic basis in accordance with contract terms; unrealized gain on contracts and premiums

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paid are reflected as assets and unrealized loss on contracts and premiums received are reflected as liabilities on the accompanying Statement of Assets and Liabilities. For bilateral swaps, premiums paid or received are amortized over the life of the swap and are recognized as realized gain or loss in the Statement of Operations. For centrally cleared swaps, payments are made or received by the fund each day to settle the daily fluctuation in the value of the contract (variation margin). Accordingly, the value of a centrally cleared swap included in net assets is the unsettled variation margin; net variation margin receivable is reflected as an asset and net variation margin payable is reflected as a liability on the accompanying Statement of Assets and Liabilities.

Credit default swaps are agreements where one party (the protection buyer) agrees to make periodic payments to another party (the protection seller) in exchange for protection against specified credit events, such as certain defaults and bankruptcies related to an underlying credit instrument, or issuer or index of such instruments. Upon occurrence of a specified credit event, the protection seller is required to pay the buyer the difference between the notional amount of the swap and the value of the underlying credit, either in the form of a net cash settlement or by paying the gross notional amount and accepting delivery of the relevant underlying credit. For credit default swaps where the under-lying credit is an index, a specified credit event may affect all or individual underlying securities included in the index and will be settled based upon the relative weighting of the affected underlying security(ies) within the index. Generally, the payment risk for the seller of protection is inversely related to the current market price or credit rating of the underlying credit or the market value of the contract relative to the notional amount, which are indicators of the markets’ valuation of credit quality. As of May 31, 2017, the notional amount of protection sold by the fund totaled $540,000 (0.0% of net assets), which reflects the maximum potential amount the fund could be required to pay under such contracts. Risks related to the use of credit default swaps include the possible inability of the fund to accurately assess the current and future creditworthiness of underlying issuers, the possible failure of a counterparty to perform in accordance with the terms of the swap agreements, potential government regulation that could adversely affect the fund’s swap investments, and potential losses in excess of the fund’s initial investment.

During the year ended May 31, 2017, the volume of the fund’s activity in swaps, based on underlying notional amounts, was generally less than 1% of net assets.

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Note 4 - otHeR iNVeStMeNt tRANSACtioNS

Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks and/or to enhance perfor-mance. The investment objective, policies, program, and risk factors of the fund are described more fully in the fund’s prospectus and Statement of Additional Information.

emerging and Frontier Markets The fund may invest, either directly or through investments in T. Rowe Price institutional funds, in securities of companies located in, issued by governments of, or denominated in or linked to the currencies of emerging and frontier market countries; at period-end, approximately 11% of the fund’s net assets were invested in emerging markets and 3% in frontier markets. Emerging markets, and to a greater extent frontier markets, generally have economic structures that are less diverse and mature, and political systems that are less stable, than developed countries. These markets may be subject to greater political, economic, and social uncertainty and differing regulatory environments that may potentially impact the fund’s ability to buy or sell certain securities or repatriate proceeds to U.S. dollars. Such securities are often subject to greater price volatility, less liquidity, and higher rates of inflation than U.S. securities. Investing in frontier markets is significantly riskier than investing in other countries, including emerging markets.

Restricted Securities The fund may invest in securities that are subject to legal or contractual restrictions on resale. Prompt sale of such securities at an acceptable price may be difficult and may involve substantial delays and additional costs.

Collateralized loan obligations The fund may invest in collateralized loan obligations (CLOs) which are entities backed by a diversified pool of syndicated bank loans. The cash flows of the CLO can be split into multiple segments, called “tranches” or “classes”, which will vary in risk profile and yield. The riskiest segments, which are the subordinate or “equity” tranches, bear the greatest risk of loss from defaults in the underlying assets of the CLO and serve to protect the other, more senior, tranches. Senior tranches will typically have higher credit ratings and lower yields than the securities underlying the CLO. Despite the protection from the more junior tranches, senior tranches can experience substantial losses.

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tBA Purchase and Sale Commitments The fund may enter into to-be-announced (TBA) purchase or sale commitments (collectively, TBA transactions), pursuant to which it agrees to purchase or sell, respectively, mortgage-backed securities for a fixed unit price, with payment and delivery at a scheduled future date beyond the customary settlement period for such securities. With TBA transactions, the particular securities to be received or delivered by the fund are not identified at the trade date; however, the securities must meet specified terms, including issuer, rate, and mortgage term, and be within industry-accepted “good delivery” standards. The fund may enter into TBA transactions with the intention of taking possession of or relinquishing the underlying securities, may elect to extend the settlement by “rolling” the transaction, and/or may use TBA transactions to gain or reduce interim exposure to underlying securities. Until settlement, the fund maintains liquid assets sufficient to settle its TBA commitments.

To mitigate counterparty risk, the fund has entered into agreements with TBA counterparties that provide for collateral and the right to offset amounts due to or from those counterparties under specified conditions. Subject to minimum transfer amounts, collateral requirements are determined and transfers made based on the net aggregate unrealized gain or loss on all TBA commitments with a particular counterparty. At any time, the fund’s risk of loss from a particular counterparty related to its TBA commitments is the aggregate unrealized gain on appreciated TBAs in excess of unrealized loss on depreciated TBAs and collateral received, if any, from such counterparty. As of May 31, 2017, no collateral was pledged by the fund or counterparties for TBAs.

Securities lending The fund may lend its securities to approved brokers to earn additional income. Its securities lending activities are administered by a lending agent in accordance with a securities lending agreement. Security loans generally do not have stated maturity dates, and the fund may recall a security at any time. The fund receives collateral in the form of cash or U.S. government securities, valued at 102% to 105% of the value of the securities on loan. Collateral is maintained over the life of the loan in an amount not less than the value of loaned securities; any additional collateral required due to changes in security values is delivered to the fund the next business day. Cash collateral is invested by the lending agent(s) in accordance with investment guidelines approved by fund management. Additionally, the lending agent indemnifies the fund against losses resulting from borrower default. Although risk is mitigated by the collateral and indemnification, the fund could experience a delay in recovering its securities and a possible loss of income

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or value if the borrower fails to return the securities, collateral investments decline in value, and the lending agent fails to perform. Securities lending revenue consists of earnings on invested collateral and borrowing fees, net of any rebates to the borrower, compensation to the lending agent, and other administrative costs. In accordance with GAAP, investments made with cash collateral are reflected in the accompanying financial statements, but collateral received in the form of securities is not. At May 31, 2017, the value of loaned securities was $2,460,000; the value of cash collateral and related investments was $3,538,000.

Mortgage-Backed Securities The fund may invest in mortgage-backed securities (MBS or pass-through certificates) that represent an interest in a pool of specific underlying mortgage loans and entitle the fund to the periodic payments of principal and interest from those mortgages. MBS may be issued by government agencies or corporations, or private issuers. Most MBS issued by government agencies are guaranteed; however, the degree of protection differs based on the issuer. The fund also may invest in stripped MBS, created when a traditional MBS is split into an interest-only (IO) and a principal-only (PO) strip. MBS, including IOs and POs, are sensitive to changes in economic conditions that affect the rate of prepayments and defaults on the underlying mortgages; accordingly, the value, income, and related cash flows from MBS may be more volatile than other debt instruments. IOs also risk loss of invested principal from faster-than-anticipated prepayments.

investment in Blackstone Partners offshore Fund The fund invested in Blackstone Partners Offshore Fund Ltd. (Blackstone Partners), a multi-strategy hedge fund-of-funds offered by Blackstone Alternative Asset Management (BAAM), a unit of Blackstone Group L.P. (Blackstone). Blackstone Partners provides the fund exposure to alternative investments primarily through Blackstone Partners’ investments in underlying private investment funds, and the underlying funds are mostly managed by investment managers unaffiliated with BAAM or Blackstone. Blackstone Partners and the underlying funds may use leverage, engage in short-selling, and invest in commodities or other speculative investments, which may increase the risk of investment loss. Blackstone Partners and the underlying funds are not subject to the same regulatory requirements as open-end mutual funds, and, therefore, their investments and related valuations may not be as transparent. Ownership interests in Blackstone Partners are not transferable and are subject to various redemption restrictions, such as advance

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notice requirements, limited redemption dates, and possible suspension of redemption rights. In addition, Blackstone Partners’ ownership in the underlying funds may also be subject to transfer and redemption restrictions, such as advance notice requirements, limited redemption dates, and possible suspension of redemption rights. All of these restrictions are subject to change at the sole discretion of Blackstone Partners or an underlying fund’s management. As of May 31, 2017, the fund’s investment in Blackstone Partners is subject to semi-annual redemption with 95 days’ prior written notice and is considered an illiquid asset.

other Purchases and sales of portfolio securities other than short-term and U.S. government securities aggregated $702,199,000 and $528,543,000, respectively, for the year ended May 31, 2017. Purchases and sales of U.S. government securities aggregated $407,004,000 and $416,688,000, respectively, for the year ended May 31, 2017.

Note 5 - FeDeRAl iNCoMe tAxeS

No provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. Distributions determined in accordance with federal income tax regulations may differ in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character but are not adjusted for temporary differences.

The fund files U.S. federal, state, and local tax returns as required. The fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return but which can be extended to six years in certain circumstances. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.

Reclassifications to paid-in capital relate primarily to a tax practice that treats a portion of the proceeds from each redemption of capital shares as a distribution of taxable net investment income or realized capital gain. Reclassifications between income and gain relate primarily to the character of paydown gains

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and losses on asset-backed securities. For the year ended May 31, 2017, the following reclassifications were recorded to reflect tax character (there was no impact on results of operations or net assets):

Undistributed net investment income $ 1,088

Undistributed net realized gain (6,708)

Paid-in capital 5,620

($000s)

Distributions during the years ended May 31, 2017 and May 31, 2016, were characterized for tax purposes as follows:

($000s)

May 312017 2016

Ordinary income $ 34,261 $ 31,980

Long-term capital gain 1,868 32,834

Total distributions $ 36,129 $ 64,814

At May 31, 2017, the tax-basis cost of investments and components of net assets were as follows:

Cost of investments $ 1,596,096

Unrealized appreciation $ 272,598

Unrealized depreciation (24,429)

Net unrealized appreciation (depreciation) 248,169

Undistributed ordinary income 14,450

Undistributed long-term capital gain 15,278

Paid-in capital 1,559,188

Net assets $ 1,837,085

($000s)

The difference between book-basis and tax-basis net unrealized appreciation (depreciation) is attributable to the deferral of losses from wash sales and/or certain derivative contracts, the realization of gains/losses on passive foreign investment companies and/or certain open derivative contracts for tax purposes.

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Note 6 - RelAteD PARty tRANSACtioNS

The fund is managed by T. Rowe Price Associates, Inc. (Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. (Price Group). The investment management agreement between the fund and Price Associates provides for an annual investment management fee, which is computed daily and paid monthly. The fee consists of an individual fund fee, equal to 0.15% of the fund’s average daily net assets, and a group fee. The group fee rate is calculated based on the combined net assets of certain mutual funds sponsored by Price Associates (the group) applied to a graduated fee schedule, with rates ranging from 0.48% for the first $1 billion of assets to 0.265% for assets in excess of $650 billion. The fund’s group fee is determined by applying the group fee rate to the fund’s average daily net assets. At May 31, 2017, the effective annual group fee rate was 0.29%.

The I Class is subject to an operating expense limitation (I Class limit) pursuant to which Price Associates is contractually required to pay all operating expenses of the I Class, excluding management fees, interest, expenses related to borrowings, taxes, brokerage, and other non-recurring expenses permitted by the investment management agreement, to the extent such operating expenses, on an annualized basis, exceed 0.05% of average net assets. This agreement will continue until September 30, 2018, and may be renewed, revised, or revoked only with approval of the fund’s Board. The I Class is required to repay Price Associates for expenses previously paid to the extent the class’s net assets grow or expenses decline sufficiently to allow repayment without causing the class’s operating expenses to exceed the I Class limit in effect at the time of the waiver. However, no repayment will be made more than three years after the date of a payment or waiver.

Pursuant to this agreement, less than $1,000 of expenses were repaid to Price Associates during the year ended May 31, 2017. At May 31, 2017, there were no amounts subject to repayment by the fund.

In addition, the fund has entered into service agreements with Price Associates and two wholly owned subsidiaries of Price Associates (collectively, Price). Price Associates provides certain accounting and administrative services to

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the fund. T. Rowe Price Services, Inc. provides shareholder and administra-tive services in its capacity as the fund’s transfer and dividend-disbursing agent. T. Rowe Price Retirement Plan Services, Inc. provides subaccounting and recordkeeping services for certain retirement accounts invested in the Investor Class and I Class. For the year ended May 31, 2017, expenses incurred pursuant to these service agreements were $81,000 for Price Associates; $586,000 for T. Rowe Price Services, Inc.; and $192,000 for T. Rowe Price Retirement Plan Services, Inc. The total amount payable at period-end pursuant to these service agreements is reflected as Due to Affiliates in the accompanying financial statements.

The fund may invest in the T. Rowe Price Government Reserve Fund, the T. Rowe Price Treasury Reserve Fund, or the T. Rowe Price Short-Term Fund (collectively, the Price Reserve Funds), open-end management investment companies managed by Price Associates and considered affiliates of the fund. The Price Reserve Funds are offered as short-term investment options to mutual funds, trusts, and other accounts managed by Price Associates or its affiliates and are not available for direct purchase by members of the public. The Price Reserve Funds pay no investment management fees.

The fund may also invest in certain other T. Rowe Price funds (Price Funds) as a means of gaining efficient and cost-effective exposure to certain markets. The fund does not invest for the purpose of exercising management or control; however, investments by the fund may represent a significant portion of an underlying Price Fund’s net assets. Each underlying Price Fund is an open-end management investment company managed by Price Associates and is considered an affiliate of the fund. To ensure that the fund does not incur duplicate management fees (paid by the underlying Price Fund(s) and the fund), Price Associates has agreed to permanently waive a portion of its management fee charged to the fund in an amount sufficient to fully offset that portion of management fees paid by each underlying Price Fund related to the

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fund’s investment therein. Annual management fee rates and amounts waived related to investments in the underlying Price Fund(s) for the year ended May 31, 2017, are as follows:

($000s) effective Management

Fee RateManagement

Fee Waived

T. Rowe Price Dynamic Global Bond Fund - I Class 0.49% $ 253

T. Rowe Price Inflation Protected Bond Fund - I Class 0.34% 17

T. Rowe Price Institutional Emerging Markets Bond Fund 0.70% 707

T. Rowe Price Institutional Emerging Markets Equity Fund 1.10% 462

T. Rowe Price Institutional High Yield Fund 0.50% 526

T. Rowe Price Institutional International Bond Fund 0.55% 481

T. Rowe Price Limited Duration Inflation Focused Bond Fund - I Class 0.34% 8

T. Rowe Price Real Assets Fund - I Class 0.64% 126

Total $ 2,580

The fund may participate in securities purchase and sale transactions with other funds or accounts advised by Price Associates (cross trades), in accordance with procedures adopted by the fund’s Board and Securities and Exchange Commission rules, which require, among other things, that such purchase and sale cross trades be effected at the independent current market price of the security. During the year ended May 31, 2017, the aggregate value of purchases and sales cross trades with other funds or accounts advised by Price Associates was less than 1% of the fund’s net assets as of May 31, 2017.

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Report of Independent Registered Public Accounting Firm

to the Board of Directors of t. Rowe Price Personal Strategy Funds, inc. and Shareholders of t. Rowe Price Personal Strategy income Fund

In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the T. Rowe Price Personal Strategy Income Fund (one of the portfolios comprising T. Rowe Price Personal Strategy Funds, Inc., hereafter referred to as the “Fund”) as of May 31, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits 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 audits, which included confirmation of securities as of May 31, 2017 by correspondence with the custodian and brokers, and confirmation of the underlying funds by correspondence with the transfer agent, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLPBaltimore, MarylandJuly 19, 2017

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Tax Information (Unaudited) for the Tax Year Ended 5/31/17

We are providing this information as required by the Internal Revenue Code. The amounts shown may differ from those elsewhere in this report because of differences between tax and financial reporting requirements.

The fund’s distributions to shareholders included:

• $5,467,000 from short-term capital gains,

• $3,888,000 from long-term capital gains, subject to a long-term capital gains tax rate of not greater than 20%.

For taxable non-corporate shareholders, $12,112,000 of the fund’s income represents qualified dividend income subject to a long-term capital gains tax rate of not greater than 20%.

For corporate shareholders, $5,796,000 of the fund’s income qualifies for the dividends-received deduction.

A description of the policies and procedures used by T. Rowe Price funds and portfolios to determine how to vote proxies relating to portfolio securities is available in each fund’s Statement of Additional Information. You may request this document by calling 1-800-225-5132 or by accessing the SEC’s website, sec.gov.

The description of our proxy voting policies and procedures is also available on our corporate website. To access it, please visit the following Web page:

https://www3.troweprice.com/usis/corporate/en/utility/policies.html

Scroll down to the section near the bottom of the page that says, “Proxy Voting Policies.” Click on the Proxy Voting Policies link in the shaded box.

Each fund’s most recent annual proxy voting record is available on our website and through the SEC’s website. To access it through T. Rowe Price, visit the website location shown above, and scroll down to the section near the bottom of the page that says, “Proxy Voting Records.” Click on the Proxy Voting Records link in the shaded box.

Information on Proxy Voting Policies, Procedures, and Records

The fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available electronically on the SEC’s website (sec.gov); hard copies may be reviewed and copied at the SEC’s Public Reference Room, 100 F St. N.E., Washington, DC 20549. For more information on the Public Reference Room, call 1-800-SEC-0330.

How to Obtain Quarterly Portfolio Holdings

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Approval of Investment Management Agreement

Each year, the fund’s Board of Directors (Board) considers the continuation of the invest-ment management agreement (Advisory Contract) between the fund and its investment advisor, T. Rowe Price Associates, Inc. (Advisor). In that regard, at an in-person meeting held on March 6–7, 2017 (Meeting), the Board, including a majority of the fund’s independent directors, approved the continuation of the fund’s Advisory Contract. At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of the Advisor and the approval of the Advisory Contract. The independent directors were assisted in their evaluation of the Advisory Contract by independent legal counsel from whom they received separate legal advice and with whom they met separately.

In providing information to the Board, the Advisor was guided by a detailed set of requests for information submitted by independent legal counsel on behalf of the independent directors. In considering and approving the Advisory Contract, the Board considered the information it believed was relevant, including, but not limited to, the information discussed below. The Board considered not only the specific information presented in connection with the Meeting but also the knowledge gained over time through interaction with the Advisor about various topics. The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the T. Rowe Price funds’ advisory contracts, including performance and the services and support provided to the funds and their shareholders.

Services Provided by the Advisor The Board considered the nature, quality, and extent of the services provided to the fund by the Advisor. These services included, but were not limited to, directing the fund’s investments in accordance with its investment program and the overall management of the fund’s portfolio, as well as a variety of related activities such as financial, investment operations, and administrative services; compliance; maintaining the fund’s records and registrations; and shareholder communications. The Board also reviewed the background and experience of the Advisor’s senior management team and investment personnel involved in the management of the fund, as well as the Advisor’s compliance record. The Board concluded that it was satisfied with the nature, quality, and extent of the services provided by the Advisor.

investment Performance of the Fund The Board took into account discussions with the Advisor and reports that it receives throughout the year relating to fund performance. In connection with the Meeting, the Board reviewed the fund’s net annualized total returns for the 1-, 2-, 3-, 4-, 5-, and 10-year periods as of September 30, 2016, and compared these returns with the performance of a peer group of funds with similar investment programs and a wide variety of other previously agreed-upon comparable performance measures and market data, including those supplied by Broadridge, which is an independent provider of mutual fund data.

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Approval of Investment Management Agreement (continued)

On the basis of this evaluation and the Board’s ongoing review of investment results, and factoring in the relative market conditions during certain of the performance periods, the Board concluded that the fund’s performance was satisfactory.

Costs, Benefits, Profits, and economies of ScaleThe Board reviewed detailed information regarding the revenues received by the Advisor under the Advisory Contract and other benefits that the Advisor (and its affiliates) may have realized from its relationship with the fund, including any research received under “soft dollar” agreements and commission-sharing arrangements with broker-dealers. The Board considered that the Advisor may receive some benefit from soft-dollar arrangements pursuant to which research is received from broker-dealers that execute the fund’s portfolio transactions. The Board received information on the estimated costs incurred and profits realized by the Advisor from managing the T. Rowe Price funds. The Board also reviewed estimates of the profits realized from managing the fund in particular, and the Board concluded that the Advisor’s profits were reasonable in light of the services provided to the fund.

The Board also considered whether the fund benefits under the fee levels set forth in the Advisory Contract from any economies of scale realized by the Advisor. Under the Advisory Contract, the fund pays a fee to the Advisor for investment management services composed of two components—a group fee rate based on the combined average net assets of most of the T. Rowe Price funds (including the fund) that declines at certain asset levels and an individual fund fee rate based on the fund’s average daily net assets—and the fund pays its own expenses of operations (subject to an expense limitation agreed to by the Advisor with respect to the fund’s I Class). At the Meeting, the Board approved an additional 0.005% breakpoint to the group fee schedule, effective May 1, 2017. With the new breakpoint, the group fee rate will decline to 0.265% when the combined average net assets of the applicable T. Rowe Price funds exceed $650 billion. The Board concluded that the advisory fee structure for the fund continued to provide for a reasonable sharing of benefits from any economies of scale with the fund’s investors.

Fees and expensesThe Board was provided with information regarding industry trends in management fees and expenses. Among other things, the Board reviewed data for peer groups that were compiled by Broadridge, which compared: (i) contractual management fees, total expenses, actual management fees, and non-management expenses of the Investor Class of the fund with a group of competitor funds selected by Broadridge (Expense Group) and (ii) total expenses, actual management fees, and non-management expenses of the Investor Class of the fund with a broader set of funds within the Lipper investment classification (Expense Universe). The Board considered the fund’s contractual management fee rate, actual management fee rate (which reflects the management fees actually received from the fund by the Advisor after any applicable waivers, reductions, or reimbursements), operating expenses, and total expenses (which reflects the net total expense ratio of the fund after

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Approval of Investment Management Agreement (continued)

any waivers, reductions, or reimbursements) in comparison with the information for the Broadridge peer groups. Broadridge generally constructed the peer groups by seeking the most comparable funds based on similar investment classifications and objectives, expense structure, asset size, and operating components and attributes and ranked funds into quintiles, with the first quintile representing the funds with the lowest relative expenses and the fifth quintile representing the funds with the highest relative expenses. The information provided to the Board indicated that the fund’s contractual management fee ranked in the first quintile (Expense Group), the fund’s actual management fee rate ranked in the first quintile (Expense Group and Expense Universe), and the fund’s total expenses ranked in the first quintile (Expense Group and Expense Universe).

The Board also reviewed the fee schedules for institutional accounts and private accounts with similar mandates that are advised or subadvised by the Advisor and its affiliates. Management provided the Board with information about the Advisor’s responsibilities and services provided to subadvisory and other institutional account clients, including information about how the requirements and economics of the institutional business are fundamentally different from those of the mutual fund business. The Board considered information showing that the Advisor’s mutual fund business is generally more complex from a business and compliance perspective than its institutional account business and considered various relevant factors, such as the broader scope of operations and oversight, more extensive shareholder communication infrastructure, greater asset flows, heightened business risks, and differences in applicable laws and regulations associated with the Advisor’s proprietary mutual fund business. In assessing the reasonableness of the fund’s management fee rate, the Board considered the differences in the nature of the services required for the Advisor to manage its mutual fund business versus managing a discrete pool of assets as a subadvisor to another institution’s mutual fund or for an institutional account and that the Advisor generally performs significant additional services and assumes greater risk in managing the fund and other T. Rowe Price funds than it does for institutional account clients.

On the basis of the information provided and the factors considered, the Board concluded that the fees paid by the fund under the Advisory Contract are reasonable.

Approval of the Advisory Contract As noted, the Board approved the continuation of the Advisory Contract. No single factor was considered in isolation or to be determinative to the decision. Rather, the Board concluded, in light of a weighting and balancing of all factors considered, that it was in the best interests of the fund and its shareholders for the Board to approve the continuation of the Advisory Contract (including the fees to be charged for services thereunder).

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About the Fund’s Directors and Officers

Your fund is overseen by a Board of Directors (Board) that meets regularly to review a wide variety of matters affecting or potentially affecting the fund, including performance, investment programs, com-pliance matters, advisory fees and expenses, service providers, and business and regulatory affairs. The Board elects the fund’s officers, who are listed in the final table. At least 75% of the Board’s members are independent of T. Rowe Price Associates, Inc. (T. Rowe Price), and its affiliates; “inside” or “interested” directors are employees or officers of T. Rowe Price. The business address of each director and officer is 100 East Pratt Street, Baltimore, Maryland 21202. The Statement of Additional Information includes additional information about the fund directors and is available without charge by calling a T. Rowe Price representative at 1-800-638-5660.

independent Directors

Name(year of Birth)year elected*[Number of t. Rowe PricePortfolios overseen]

Principal occupation(s) and Directorships of Public Companies and other investment Companies During the Past Five years

Anthony W. Deering (1945) 2001 [189]

Chairman, Exeter Capital, LLC, a private investment firm (2004 to present); Director and Advisory Board Member, Deutsche Bank North America (2004 to present); Director, Vornado Real Estate Investment Trust (2004 to 2012); Director, Under Armour (2008 to present); Director, Brixmor Real Estate Investment Trust (2012 to present)

Bruce W. Duncan (1951) 2013 [189]

Chief Executive Officer and Director (2009 to December 2016), Chairman of the Board (January 2016 to present), and President (2009 to September 2016), First Industrial Realty Trust, an owner and operator of industrial properties; Chairman of the Board (2005 to September 2016) and Director (1999 to September 2016), Starwood Hotels & Resorts, a hotel and leisure company; Director, Boston Properties (May 2016 to present); Director, Marriott International, Inc. (September 2016 to present)

Robert J. Gerrard, Jr. (1952) 2012 [189]

Advisory Board Member, Pipeline Crisis/Winning Strategies, a collaborative working to improve opportunities for young African Americans (1997 to present)

Paul F. McBride (1956) 2013 [189]

Advisory Board Member, Vizzia Technologies (2015 to present)

*Each independent director serves until retirement, resignation, or election of a successor.

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independent Directors (continued)

Name(year of Birth)year elected*[Number of t. Rowe PricePortfolios overseen]


Cecilia E. Rouse, Ph.D.(1963)2012[189]

Dean, Woodrow Wilson School (2012 to present); Professor and Researcher, Princeton University (1992 to present); Member of National Academy of Education (2010 to present); Director, MDRC, a nonprofit education and social policy research organization (2011 to present); Research Associate of Labor Studies Program (2011 to 2015) and Board Member (2015 to present), National Bureau of Economic Research (2011 to present); Chair of Committee on the Status of Minority Groups in the Economic Profession (2012 to present); Vice President (2015 to present), American Economic Association

John G. Schreiber(1946)2001[189]

Owner/President, Centaur Capital Partners, Inc., a real estate investment company (1991 to present); Cofounder, Partner, and Co-chairman of the Investment Committee, Blackstone Real Estate Advisors, L.P. (1992 to 2015); Director, General Growth Properties, Inc. (2010 to 2013); Director, Blackstone Mortgage Trust, a real estate finance company (2012 to 2016); Director and Chairman of the Board, Brixmor Property Group, Inc. (2013 to present); Director, Hilton Worldwide (2013 to present); Director, Hudson Pacific Properties (2014 to 2016)

Mark R. Tercek(1957)2009[189]

President and Chief Executive Officer, The Nature Conservancy (2008 to present)

*Each independent director serves until retirement, resignation, or election of a successor.

Proof #6

109


inside Directors

Name(year of Birth)year elected*[Number of t. Rowe Price Portfolios overseen]


Edward C. Bernard (1956) 2006 [189]

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 Vice President, T. Rowe Price Investment Services, Inc., and T. Rowe Price Services, Inc.; Chairman of the Board and Director, T. Rowe Price Retirement Plan Services, Inc.; Chairman of the Board, Chief Executive Officer, Director, and President, T. Rowe Price International and T. Rowe Price Trust Company; Chairman of the Board, all funds

Brian C. Rogers, CFA, CIC** (1955) [0]

Director and non-executive Chairman of the Board, T. Rowe Price Group, Inc.; Director, United Technologies (January 2016 to present)

Robert W. Sharps, CFA** (1971) 2017 [132]

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; Director and Vice President, Personal Strategy Funds

*Each inside director serves until retirement, resignation, or election of a successor.

** Effective April 1, 2017, Brian C. Rogers was replaced by Robert W. Sharps as an inside director of certain Price Funds.

officers

Name (year of Birth)Position Held With Personal Strategy Funds Principal occupation(s)

Christopher D. Alderson (1962)Vice President

Director and Vice President, T. Rowe Price International; Vice President, Price Hong Kong, Price Singapore, and T. Rowe Price Group, Inc.

E. Frederick Bair, CFA, CPA (1969)Vice President

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company

Darrell N. Braman (1963)Vice President and Secretary

Vice President, Price Hong Kong, Price Singapore, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, T. Rowe Price Investment Services, Inc., and T. Rowe Price Services, Inc.

Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least 5 years.

Proof #6

110


officers (continued)


Jerome A. Clark, CFA (1961)Vice President

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Trust Company

Kimberly E. DeDominicis (1976)Vice President

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price International

Mark S. Finn, CFA, CPA (1963)Vice President


John R. Gilner (1961)Chief Compliance Officer

Chief Compliance Officer and Vice President, T. Rowe Price; Vice President, T. Rowe Price Group, Inc., and T. Rowe Price Investment Services, Inc.

David R. Giroux, CFA (1975)Vice President


Ian D. Kelson (1956)Vice President

Director and Vice President, T. Rowe Price International; Vice President, T. Rowe Price Group, Inc.

Steven D. Krichbaum (1977)Vice President

Vice President, T. Rowe Price and T. Rowe Price Group, Inc.

Paul J. Krug, CPA (1964)Vice President


Wyatt A. Lee, CFA (1971)Vice President


Catherine D. Mathews (1963)Treasurer and Vice President


Raymond A. Mills, Ph.D., CFA (1960)Vice President

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company

David Oestreicher (1967)Vice President

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, Inc.; Vice President and Secretary, T. Rowe Price and T. Rowe Price International; Vice President, Price Hong Kong and Price Singapore


Proof #6

111


officers (continued)


Sebastien Page (1977)Vice President


Larry J. Puglia, CFA, CPA (1960)Vice President


John W. Ratzesberger (1975)Vice President

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company; formerly, North American Head of Listed Derivatives Operation, Morgan Stanley (to 2013)

Shannon H. Rauser (1987)Assistant Secretary

Employee, T. Rowe Price

Deborah D. Seidel (1962)Vice President

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Services, Inc.

Daniel O. Shackelford, CFA (1958)Vice President


Charles M. Shriver, CFA (1967)President

Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, and T. Rowe Price Trust Company

Guido F. Stubenrauch (1970)Vice President


Toby M. Thompson, CFA, CAIA (1971)Vice President


Justin Thomson (1968)Vice President

Vice President, T. Rowe Price Group, Inc., and T. Rowe Price International

Mark J. Vaselkiv (1958)Vice President



Proof #6

F101-050 7/17

StoCK FuNDSDomestic Blue Chip GrowthCapital Appreciation‡

Capital OpportunityDiversified Mid-Cap GrowthDividend GrowthEquity IncomeEquity Index 500Extended Equity Market IndexFinancial ServicesGrowth & IncomeGrowth StockHealth Sciences‡

Media & TelecommunicationsMid-Cap Growth‡

Mid-Cap Value‡

New America GrowthNew EraNew Horizons‡

QM U.S. Small & Mid-Cap Core EquityQM U.S. Small-Cap Growth EquityQM U.S. Value EquityReal EstateScience & TechnologySmall-Cap Stock‡

Small-Cap ValueTax-Efficient Equity Total Equity Market IndexU.S. Large-Cap CoreValue

ASSet AlloCAtioN FuNDSBalanced Global AllocationPersonal Strategy BalancedPersonal Strategy GrowthPersonal Strategy IncomeReal AssetsSpectrum GrowthSpectrum IncomeSpectrum InternationalTarget Date Fundsˆ

BoND FuNDSDomestic taxableCorporate IncomeCredit OpportunitiesFloating RateGNMA High Yield‡

Inflation Protected BondLimited Duration Inflation

Focused BondNew IncomeShort-Term BondTotal ReturnUltra Short-Term BondU.S. Bond Enhanced IndexU.S. High YieldU.S. Treasury IntermediateU.S. Treasury Long-Term

Domestic tax-FreeCalifornia Tax-Free BondGeorgia Tax-Free BondIntermediate Tax-Free High YieldMaryland Short-Term Tax-Free BondMaryland Tax-Free BondNew Jersey Tax-Free BondNew York Tax-Free BondSummit Municipal IncomeSummit Municipal IntermediateTax-Free High YieldTax-Free IncomeTax-Free Short-IntermediateVirginia Tax-Free Bond

MoNey MARKet FuNDStaxableCash Reserves1

Government Money2

U.S. Treasury Money2

MoNey MARKet FuNDS (cont.)tax-FreeCalifornia Tax-Free Money1

Maryland Tax-Free Money1

New York Tax-Free Money1

Summit Municipal Money Market1

Tax-Exempt Money1

iNteRNAtioNAl/gloBAl FuNDSStockAfrica & Middle EastAsia OpportunitiesEmerging EuropeEmerging Markets StockEmerging Markets Value StockEuropean Stock Global ConsumerGlobal Growth StockGlobal IndustrialsGlobal Real EstateGlobal StockGlobal TechnologyInternational Concentrated EquityInternational DiscoveryInternational Equity IndexInternational StockInternational Value EquityJapanLatin AmericaNew AsiaOverseas StockQM Global Equity

BondDynamic Global BondEmerging Markets BondEmerging Markets Corporate BondEmerging Markets Local Currency BondGlobal High Income BondGlobal Multi-Sector BondInternational Bond

T. Rowe Price Investment Services, Inc. 100 East Pratt Street Baltimore, MD 21202

This page contains supplementary information that is not part of the shareholder report.

T. Rowe Price Mutual Funds

Call 1-800-225-5132 to request a prospectus or summary prospectus; each includes investment objectives, risks, fees, expenses, and other information that you should read and consider carefully before investing. ‡ Closed to new investors except for a direct rollover from a retirement plan into a T. Rowe Price IRA invested in this fund.

ˆ The Target Date Funds are inclusive of the Retirement Funds, the Target Funds, and the Retirement Balanced Fund.

1 Retail Funds: You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. Beginning October 14, 2016, the Fund may impose a fee upon the sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

2 Government Funds: You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

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