UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-07639
T. Rowe Price Equity Funds, Inc.
(Exact name of registrant as specified in charter)
100 East Pratt Street, Baltimore, MD 21202
(Address of principal executive offices)
David Oestreicher
100 East Pratt Street, Baltimore, MD 21202
(Name and address of agent for service)
Registrant’s telephone number, including area code: (410) 345-2000
Date of fiscal year end: December 31
Date of reporting period: June 30, 2024
Item 1. Reports to Shareholders
(a) Report pursuant to Rule 30e-1
Semi-Annual Shareholder Report
June 30, 2024
Institutional Mid-Cap Equity Growth Fund
This semi-annual shareholder report contains important information about Institutional Mid-Cap Equity Growth Fund (the "fund") for the period of January 1, 2024 to June 30, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary.
What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)
| | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Institutional Mid-Cap Equity Growth Fund | $31 | 0.61% |
What are some fund statistics?
| Total Net Assets (000s) | $4,995,249 |
| Number of Portfolio Holdings | 127 |
| |
| Portfolio Turnover Rate | 14.4% |
What did the fund invest in?
Sector Allocation (as a % of Net Assets)
| Health Care | 23.0% |
| Information Technology | 18.2 |
| Industrials & Business Services | 16.2 |
| Consumer Discretionary | 12.3 |
| Financials | 7.3 |
| Materials | 5.9 |
| Communication Services | 5.7 |
| Energy | 5.2 |
| Consumer Staples | 4.0 |
| Other | 2.2 |
Top Ten Holdings (as a % of Net Assets)
| Marvell Technology | 2.9% |
| Microchip Technology | 2.8 |
| Hologic | 2.7 |
| Trade Desk | 2.4 |
| Teleflex | 2.1 |
| Domino's Pizza | 2.0 |
| Agilent Technologies | 2.0 |
| Textron | 1.9 |
| Ball | 1.7 |
| PTC | 1.7 |
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Institutional Mid-Cap Equity Growth Fund
(PMEGX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Item 1. (b) Notice pursuant to Rule 30e-3.
Not applicable.
Item 2. Code of Ethics.
A code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed as an exhibit to the registrant’s annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant’s most recent fiscal half-year.
Item 3. Audit Committee Financial Expert.
Disclosure required in registrant’s annual Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Disclosure required in registrant’s annual Form N-CSR.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Not applicable. The complete schedule of investments is included in Item 7 of this Form N-CSR.
(b) Not applicable.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
(a – b) Report pursuant to Regulation S-X.
Financial
Statements
and
Other
Information
Institutional
Mid-Cap
Equity
Growth
Fund
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
Financial
Highlights
Portfolio
of
Investments
Financial
Statements
and
Notes
Additional
Fund
Information
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
.
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
NET
ASSET
VALUE
Beginning
of
period
$
62.92
$
55.87
$
73.93
$
72.47
$
61.11
$
48.29
Investment
activities
Net
investment
income
(loss)
(1)(2)
0.02
0.09
0.01
(0.12)
0.03
0.18
Net
realized
and
unrealized
gain/
loss
2.20
11.40
(17.15)
11.04
14.55
15.76
Total
from
investment
activities
2.22
11.49
(17.14)
10.92
14.58
15.94
Distributions
Net
investment
income
–
(0.10)
–
–
(0.04)
(0.19)
Net
realized
gain
–
(4.34)
(0.92)
(9.46)
(3.18)
(2.93)
Total
distributions
–
(4.44)
(0.92)
(9.46)
(3.22)
(3.12)
NET
ASSET
VALUE
End
of
period
$
65.14
(3)
$
62.92
$
55.87
$
73.93
$
72.47
$
61.11
Ratios/Supplemental
Data
Total
return
(2)(4)
3.53%
(3)
20.62%
(23.17)%
15.52%
23.87%
33.09%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0.61%
(5)
0.61%
0.61%
0.61%
0.61%
0.61%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.61%
(5)
0.61%
0.61%
0.61%
0.61%
0.61%
Net
investment
income
(loss)
0.05%
(5)
0.16%
0.01%
(0.15)%
0.05%
0.31%
Portfolio
turnover
rate
14.4%
28.6%
24.1%
17.7%
25.3%
26.3%
Net
assets,
end
of
period
(in
millions)
$
4,995
$
5,276
$
4,846
$
7,028
$
7,794
$
8,119
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(3)
Net
asset
value
and
Total
return
include
adjustments
made
in
accordance
with
U.S.
generally
accepted
accounting
principles
for
financial
reporting
purposes
and
may
differ
from
the
net
asset
value
and
total
returns
for
shareholder
transactions.
(4)
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,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(5)
Annualized
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
June
30,
2024
(Unaudited)
Shares
$
Value
(Cost
and
value
in
$000s)
‡
COMMON
STOCKS
97.8%
COMMUNICATION
SERVICES
5.7%
Entertainment
2.1%
Liberty
Media
Corp-Liberty
Formula
One,
Class
C (1)
682,439
49,026
Spotify
Technology (1)
171,700
53,878
102,904
Interactive
Media
&
Services
0.6%
Match
Group (1)
832,051
25,278
Reddit,
Class
A (1)
102,606
6,555
31,833
Media
3.0%
New
York
Times,
Class
A
549,600
28,145
Trade
Desk,
Class
A (1)
1,231,100
120,242
148,387
Total
Communication
Services
283,124
CONSUMER
DISCRETIONARY
12.3%
Diversified
Consumer
Services
0.4%
Bright
Horizons
Family
Solutions (1)
196,300
21,609
21,609
Hotels,
Restaurants
&
Leisure
6.4%
Caesars
Entertainment (1)
663,282
26,359
Domino's
Pizza
196,739
101,582
DraftKings,
Class
A (1)
815,400
31,124
Hilton
Worldwide
Holdings
345,600
75,410
Viking
Holdings (1)
498,078
16,905
Yum!
Brands
505,462
66,953
318,333
Specialty
Retail
4.6%
Bath
&
Body
Works
815,003
31,826
Burlington
Stores (1)
187,334
44,960
Five
Below (1)
237,100
25,837
Ross
Stores
476,700
69,274
Tractor
Supply
54,719
14,774
Ulta
Beauty (1)
108,403
41,829
228,500
Textiles,
Apparel
&
Luxury
Goods
0.9%
Birkenstock
Holding (1)
273,640
14,889
Lululemon
Athletica (1)
85,300
25,479
On
Holding,
Class
A (1)
128,700
4,993
45,361
Total
Consumer
Discretionary
613,803
CONSUMER
STAPLES
4.0%
Beverages
0.3%
Boston
Beer,
Class
A (1)
42,200
12,873
12,873
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Consumer
Staples
Distribution
&
Retail
2.6%
Casey's
General
Stores
143,900
54,907
Dollar
General
93,981
12,427
Dollar
Tree (1)
600,800
64,147
131,481
Food
Products
0.7%
McCormick
239,700
17,004
TreeHouse
Foods (1)
509,600
18,672
35,676
Household
Products
0.4%
Reynolds
Consumer
Products
680,700
19,046
19,046
Total
Consumer
Staples
199,076
ENERGY
5.2%
Energy
Equipment
&
Services
1.5%
TechnipFMC
2,003,277
52,386
Weatherford
International (1)
197,600
24,196
76,582
Oil,
Gas
&
Consumable
Fuels
3.7%
Cheniere
Energy
400,500
70,019
Chesapeake
Energy
290,400
23,868
Coterra
Energy
975,500
26,017
EQT
1,203,400
44,502
Range
Resources
597,000
20,017
184,423
Total
Energy
261,005
FINANCIALS
7.3%
Capital
Markets
4.4%
Cboe
Global
Markets
203,200
34,556
Intercontinental
Exchange
456,700
62,518
KKR
228,900
24,089
MarketAxess
Holdings
169,300
33,950
Raymond
James
Financial
319,400
39,481
Tradeweb
Markets,
Class
A
228,900
24,263
218,857
Financial
Services
1.0%
Corpay (1)
139,800
37,244
Toast,
Class
A (1)
419,400
10,808
48,052
Insurance
1.9%
Assurant
338,900
56,342
Axis
Capital
Holdings
252,900
17,867
Markel
Group (1)
12,700
20,011
94,220
Total
Financials
361,129
HEALTH
CARE
22.9%
Biotechnology
5.4%
Alnylam
Pharmaceuticals (1)
261,622
63,574
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Apellis
Pharmaceuticals (1)
229,900
8,819
Argenx,
ADR (1)
77,200
33,199
Biogen (1)
223,100
51,719
CRISPR
Therapeutics (1)
171,961
9,288
Cytokinetics (1)
310,024
16,797
Exact
Sciences (1)
242,800
10,258
Insmed (1)
42,883
2,873
Ionis
Pharmaceuticals (1)
805,700
38,400
Sarepta
Therapeutics (1)
151,723
23,972
Vaxcyte (1)
136,665
10,320
269,219
Health
Care
Equipment
&
Supplies
8.5%
Alcon
532,000
47,391
Align
Technology (1)
94,400
22,791
Cooper
587,800
51,315
DENTSPLY
SIRONA
727,600
18,124
Enovis (1)
551,200
24,914
Hologic (1)
1,826,600
135,625
QuidelOrtho (1)
567,900
18,866
Teleflex
493,500
103,798
422,824
Health
Care
Providers
&
Services
1.7%
Acadia
Healthcare (1)
650,000
43,901
Molina
Healthcare (1)
132,700
39,452
83,353
Health
Care
Technology
1.5%
Veeva
Systems,
Class
A (1)
416,200
76,169
76,169
Life
Sciences
Tools
&
Services
5.8%
Agilent
Technologies
758,600
98,337
Avantor (1)
3,390,500
71,879
Bruker
939,165
59,928
Mettler-Toledo
International (1)
22,300
31,166
West
Pharmaceutical
Services
84,900
27,965
289,275
Total
Health
Care
1,140,840
INDUSTRIALS
&
BUSINESS
SERVICES
16.2%
Aerospace
&
Defense
2.6%
BWX
Technologies
296,300
28,148
Howmet
Aerospace
108,100
8,392
Textron
1,111,700
95,451
131,991
Commercial
Services
&
Supplies
1.1%
Veralto
341,000
32,556
Waste
Connections
117,400
20,587
53,143
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Construction
&
Engineering
0.3%
Quanta
Services
67,400
17,126
17,126
Electrical
Equipment
0.0%
Shoals
Technologies
Group,
Class
A (1)
418,500
2,611
2,611
Ground
Transportation
1.4%
JB
Hunt
Transport
Services
438,500
70,160
70,160
Industrial
Conglomerates
0.4%
Roper
Technologies
39,900
22,490
22,490
Machinery
4.3%
Esab
538,500
50,850
Fortive
775,800
57,487
IDEX
140,600
28,289
Ingersoll
Rand
840,300
76,333
212,959
Passenger
Airlines
0.4%
Southwest
Airlines
646,000
18,482
18,482
Professional
Services
4.5%
Broadridge
Financial
Solutions
221,600
43,655
Equifax
324,600
78,703
Paylocity
Holding (1)
296,466
39,089
TransUnion
311,129
23,073
UL
Solutions,
Class
A
146,034
6,161
Verisk
Analytics
121,400
32,724
223,405
Trading
Companies
&
Distributors
1.2%
Ferguson
124,400
24,090
United
Rentals
59,800
38,675
62,765
Total
Industrials
&
Business
Services
815,132
INFORMATION
TECHNOLOGY
18.1%
Electronic
Equipment,
Instruments
&
Components
2.3%
Amphenol,
Class
A
564,900
38,057
Cognex
425,500
19,897
Keysight
Technologies (1)
338,100
46,235
Littelfuse
37,400
9,559
113,748
IT
Services
0.2%
MongoDB (1)
41,800
10,448
10,448
Semiconductors
&
Semiconductor
Equipment
7.4%
Lattice
Semiconductor (1)
935,600
54,255
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Marvell
Technology
2,085,200
145,756
Microchip
Technology
1,532,000
140,178
NXP
Semiconductors
115,000
30,945
371,134
Software
7.7%
Atlassian,
Class
A (1)
162,900
28,814
CCC
Intelligent
Solutions
Holdings (1)
3,672,938
40,806
Crowdstrike
Holdings,
Class
A (1)
95,400
36,556
Fair
Isaac (1)
48,700
72,498
Fortinet (1)
558,800
33,679
PTC (1)
461,791
83,894
Tyler
Technologies (1)
125,900
63,300
Zoom
Video
Communications,
Class
A (1)
423,300
25,055
384,602
Technology
Hardware,
Storage
&
Peripherals
0.5%
Pure
Storage,
Class
A (1)
380,483
24,431
24,431
Total
Information
Technology
904,363
MATERIALS
5.7%
Chemicals
0.4%
RPM
International
206,600
22,247
22,247
Construction
Materials
1.5%
Martin
Marietta
Materials
136,600
74,010
74,010
Containers
&
Packaging
3.8%
Avery
Dennison
340,300
74,407
Ball
1,439,200
86,381
Sealed
Air
797,400
27,741
188,529
Total
Materials
284,786
REAL
ESTATE
0.4%
Real
Estate
Management
&
Development
0.4%
CoStar
Group (1)
307,700
22,813
Total
Real
Estate
22,813
Total
Common
Stocks
(Cost
$3,171,383)
4,886,071
Shares
$
Value
(Cost
and
value
in
$000s)
‡
CONVERTIBLE
PREFERRED
STOCKS
0.4%
HEALTH
CARE
0.1%
Biotechnology
0.1%
Caris
Life
Sciences,
Series
D,
Acquisition
Date:
5/11/21,
Cost $5,272 (1)(2)(3)
650,866
2,369
Total
Health
Care
2,369
INFORMATION
TECHNOLOGY
0.1%
Software
0.1%
Databricks,
Series
H,
Acquisition
Date:
8/31/21,
Cost $3,789 (1)(2)(3)
51,566
3,790
Databricks,
Series
I,
Acquisition
Date:
9/14/23,
Cost $1,250 (1)(2)(3)
17,003
1,250
Nuro,
Series
D,
Acquisition
Date:
10/29/21,
Cost $3,467 (1)(2)(3)
166,336
680
Total
Information
Technology
5,720
MATERIALS
0.2%
Chemicals
0.2%
Redwood
Materials,
Series
C,
Acquisition
Date:
5/28/21,
Cost $3,882 (1)(2)(3)
81,901
4,220
Sila
Nano,
Series
F,
Acquisition
Date:
1/7/21,
Cost $7,712 (1)(2)(3)
186,841
3,653
Total
Materials
7,873
Total
Convertible
Preferred
Stocks
(Cost
$25,372)
15,962
SHORT-TERM
INVESTMENTS
1.5%
Money
Market
Funds
1.5%
T.
Rowe
Price
Treasury
Reserve
Fund,
5.37% (4)(5)
76,257,307
76,257
Total
Short-Term
Investments
(Cost
$76,257)
76,257
Total
Investments
in
Securities
99.7%
of
Net
Assets
(Cost
$3,273,012)
$
4,978,290
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
.
‡
Shares
are
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
Non-income
producing
(2)
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
may
have
registration
rights
for
certain
restricted
securities.
Any
costs
related
to
such
registration
are
generally
borne
by
the
issuer.
The
aggregate
value
of
restricted
securities
(excluding
144A
holdings)
at
period
end
amounts
to
$15,962
and
represents
0.4%
of
net
assets.
(3)
See
Note
2.
Level
3
in
fair
value
hierarchy.
(4)
Seven-day
yield
(5)
Affiliated
Companies
ADR
American
Depositary
Receipts
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
AFFILIATED
COMPANIES
($000s)
The
fund
may
invest
in
certain
securities
that
are
considered
affiliated
companies.
As
defined
by
the
1940
Act,
an
affiliated
company
is
one
in
which
the
fund
owns
5%
or
more
of
the
outstanding
voting
securities,
or
a
company
that
is
under
common
ownership
or
control.
The
following
securities
were
considered
affiliated
companies
for
all
or
some
portion
of
the
six
months
ended
June
30,
2024.
Net
realized
gain
(loss),
investment
income,
change
in
net
unrealized
gain/loss,
and
purchase
and
sales
cost
reflect
all
activity
for
the
period
then
ended.
Affiliate
Net
Realized
Gain
(Loss)
Change
in
Net
Unrealized
Gain/Loss
Investment
Income
T.
Rowe
Price
Treasury
Reserve
Fund,
5.37%
$
—#
$
—
$
2,781+
Supplementary
Investment
Schedule
Affiliate
Value
12/31/23
Purchase
Cost
Sales
Cost
Value
06/30/24
T.
Rowe
Price
Treasury
Reserve
Fund,
5.37%
$
101,964
¤
¤
$
76,257^
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$2,781
of
dividend
income
and
$0
of
interest
income.
¤
Purchase
and
sale
information
not
shown
for
cash
management
funds.
^
The
cost
basis
of
investments
in
affiliated
companies
was
$76,257.
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
June
30,
2024
(Unaudited)
Statement
of
Assets
and
Liabilities
($000s,
except
shares
and
per
share
amounts)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Assets
Investments
in
securities,
at
value
(cost
$3,273,012)
$
4,978,290
Receivable
for
investment
securities
sold
35,178
Receivable
for
shares
sold
4,158
Cash
888
Dividends
receivable
872
Other
assets
128
Total
assets
5,019,514
Liabilities
Payable
for
investment
securities
purchased
16,374
Payable
for
shares
redeemed
5,334
Investment
management
fees
payable
2,458
Due
to
affiliates
13
Payable
to
directors
4
Other
liabilities
82
Total
liabilities
24,265
NET
ASSETS
$
4,995,249
Net
Assets
Consist
of:
Total
distributable
earnings
(loss)
$
2,168,584
Paid-in
capital
applicable
to
76,687,294
shares
of
$0.0001
par
value
capital
stock
outstanding;
2,000,000,000
shares
of
the
Corporation
authorized
2,826,665
NET
ASSETS
$
4,995,249
NET
ASSET
VALUE
PER
SHARE
$
65.14
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
(Unaudited)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/24
Investment
Income
(Loss)
Income
Dividend
(net
of
foreign
taxes
of
$66)
$
17,000
Other
22
Total
income
17,022
Expenses
Investment
management
15,387
Shareholder
servicing
13
Prospectus
and
shareholder
reports
39
Custody
and
accounting
148
Registration
22
Legal
and
audit
21
Directors
9
Miscellaneous
24
Total
expenses
15,663
Net
investment
income
1,359
Realized
and
Unrealized
Gain
/
Loss
–
Net
realized
gain
on
securities
430,741
Change
in
net
unrealized
gain
/
loss
Securities
(256,788)
Other
assets
and
liabilities
denominated
in
foreign
currencies
(5)
Change
in
net
unrealized
gain
/
loss
(256,793)
Net
realized
and
unrealized
gain
/
loss
173,948
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
175,307
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/24
Year
Ended
12/31/23
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
1,359
$
7,845
Net
realized
gain
430,741
432,939
Change
in
net
unrealized
gain
/
loss
(
256,793
)
511,966
Increase
in
net
assets
from
operations
175,307
952,750
Distributions
to
shareholders
Net
earnings
–
(
347,426
)
Capital
share
transactions
*
Shares
sold
205,728
637,765
Distributions
reinvested
–
342,836
Shares
redeemed
(
661,832
)
(
1,155,839
)
Decrease
in
net
assets
from
capital
share
transactions
(
456,104
)
(
175,238
)
Net
Assets
Increase
(decrease)
during
period
(
280,797
)
430,086
Beginning
of
period
5,276,046
4,845,960
End
of
period
$
4,995,249
$
5,276,046
*Share
information
(000s)
Shares
sold
3,171
10,329
Distributions
reinvested
–
5,477
Shares
redeemed
(
10,344
)
(
18,679
)
Decrease
in
shares
outstanding
(
7,173
)
(
2,873
)
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
Unaudited
NOTES
TO
FINANCIAL
STATEMENTS
T.
Rowe
Price
Equity
Funds,
Inc. (the
corporation) is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act).
The
Institutional
Mid-Cap
Equity
Growth
Fund
(the
fund)
is a
diversified, open-end
management
investment
company
established
by
the
corporation. The
fund
seeks
to
provide
long-term
capital
appreciation
by
investing
in
mid-cap
stocks
with
potential
for
above-average
earnings
growth.
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
Investment
transactions
are
accounted
for
on
the
trade
date
basis.
Income
and
expenses
are
recorded
on
the
accrual
basis.
Realized
gains
and
losses
are
reported
on
the
identified
cost
basis. Income
tax-related
interest
and
penalties,
if
incurred,
are
recorded
as
income
tax
expense. Dividends
received
from other
investment
companies are
reflected
as
dividend income;
capital
gain
distributions
are
reflected
as
realized
gain/loss. Dividend
income and
capital
gain
distributions
are
recorded
on
the
ex-dividend
date. Non-cash
dividends,
if
any,
are
recorded
at
the
fair
market
value
of
the
asset
received. Proceeds
from
litigation
payments,
if
any,
are
included
in
either
net
realized
gain
(loss)
or
change
in
net
unrealized
gain/loss
from
securities. Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date. Income
distributions,
if
any,
are
declared
and
paid annually. A
capital
gain
distribution,
if
any, may
also
be
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
provided
by
an
outside
pricing
service.
Purchases
and
sales
of
securities,
income,
and
expenses
are
translated
into
U.S.
dollars
at
the
prevailing
exchange
rate
on
the
respective
date
of
such
transaction.
The
effect
of
changes
in
foreign
currency
exchange
rates
on
realized
and
unrealized
security
gains
and
losses
is
not
bifurcated
from
the
portion
attributable
to
changes
in
market
prices.
In-Kind
Subscriptions
Under
certain
circumstances,
and
when
considered
to
be
in
the
best
interest
of
all
shareholders,
the
fund
may
accept
portfolio
securities
rather
than
cash
as
payment
for
the
purchase
of
fund
shares
(in-kind
subscription).
For
financial
reporting
and
tax
purposes,
the
cost
basis
of
contributed
securities
is
equal
to
the
market
value
of
the
securities
on
the
date
of
contribution.
In-kind
subscriptions
result
in
no
gain
or
loss
and
no
tax
consequences
for
the
fund.
During
the
six
months ended
June
30,
2024,
the
fund
accepted
$19,080,000
of
in-kind
subscriptions,
all
of
which
were
from
other
T.
Rowe
Price
funds.
Capital
Transactions
Each
investor’s
interest
in
the
net
assets
of the
fund
is
represented
by
fund
shares. The
fund’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.
Purchases
and
redemptions
of
fund
shares
are
transacted
at
the
next-computed
NAV
per
share,
after
receipt
of
the
transaction
order
by
T.
Rowe
Price
Associates,
Inc.,
or
its
agents.
Indemnification
In
the
normal
course
of
business, the
fund
may
provide
indemnification
in
connection
with
its
officers
and
directors,
service
providers,
and/or
private
company
investments. The
fund’s
maximum
exposure
under
these
arrangements
is
unknown;
however,
the
risk
of
material
loss
is
currently
considered
to
be
remote.
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
NOTE
2
-
VALUATION
Fair
Value
The
fund’s
financial
instruments
are
valued
at
the
close
of
the
NYSE
and
are
reported
at
fair
value,
which
GAAP
defines
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date. The fund’s
Board
of
Directors
(the
Board)
has
designated
T.
Rowe
Price
Associates,
Inc.
as
the
fund’s
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
Valuation
Designee
performs
the
following
functions
in
performing
fair
value
determinations:
assesses
and
manages
valuation
risks;
establishes
and
applies
fair
value
methodologies;
tests
fair
value
methodologies;
and
evaluates
pricing
vendors
and
pricing
agents.
The
duties
and
responsibilities
of
the
Valuation
Designee
are
performed
by
its
Valuation
Committee. The
Valuation
Designee provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
Level
1
–
quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
Level
2
–
inputs
other
than
Level
1
quoted
prices
that
are
observable,
either
directly
or
indirectly
(including,
but
not
limited
to,
quoted
prices
for
similar
financial
instruments
in
active
markets,
quoted
prices
for
identical
or
similar
financial
instruments
in
inactive
markets,
interest
rates
and
yield
curves,
implied
volatilities,
and
credit
spreads)
Level
3
–
unobservable
inputs
(including
the Valuation
Designee’s assumptions
in
determining
fair
value)
Observable
inputs
are
developed
using
market
data,
such
as
publicly
available
information
about
actual
events
or
transactions,
and
reflect
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
Unobservable
inputs
are
those
for
which
market
data
are
not
available
and
are
developed
using
the
best
information
available
about
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
GAAP
requires
valuation
techniques
to
maximize
the
use
of
relevant
observable
inputs
and
minimize
the
use
of
unobservable
inputs.
When
multiple
inputs
are
used
to
derive
fair
value,
the
financial
instrument
is
assigned
to
the
level
within
the
fair
value
hierarchy
based
on
the
lowest-level
input
that
is
significant
to
the
fair
value
of
the
financial
instrument.
Input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level
but
rather
the
degree
of
judgment
used
in
determining
those
values.
Valuation
Techniques
Equity
securities,
including
exchange-traded
funds, listed
or
regularly
traded
on
a
securities
exchange
or
in
the
over-the-counter
(OTC)
market
are
valued
at
the
last
quoted
sale
price
or,
for
certain
markets,
the
official
closing
price
at
the
time
the
valuations
are
made.
OTC
Bulletin
Board
securities
are
valued
at
the
mean
of
the
closing
bid
and
asked
prices.
A
security
that
is
listed
or
traded
on
more
than
one
exchange
is
valued
at
the
quotation
on
the
exchange
determined
to
be
the
primary
market
for
such
security.
Listed
securities
not
traded
on
a
particular
day
are
valued
at
the
mean
of
the
closing
bid
and
asked
prices
for
domestic
securities.
Investments
in
mutual
funds
are
valued
at
the
mutual
fund’s
closing
NAV
per
share
on
the
day
of
valuation.
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.
Investments
for
which
market
quotations are
not
readily
available
or
deemed
unreliable
are
valued
at
fair
value
as
determined
in
good
faith
by
the
Valuation
Designee.
The
Valuation
Designee
has
adopted
methodologies
for
determining
the
fair
value
of
investments
for
which
market
quotations
are
not
readily
available
or
deemed
unreliable,
including
the
use
of
other
pricing
sources.
Factors
used
in
determining
fair
value
vary
by
type
of
investment
and
may
include
market
or
investment
specific
considerations.
The
Valuation
Designee 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
Designee may
also
consider
other
valuation
methods
such
as
market-based
valuation
multiples;
a
discount
or
premium
from
market
value
of
a
similar,
freely
traded
security
of
the
same
issuer;
discounted
cash
flows;
yield
to
maturity;
or
some
combination.
Fair
value
determinations
are
reviewed
on
a
regular
basis.
Because
any
fair
value
determination
involves
a
significant
amount
of
judgment,
there
is
a
degree
of
subjectivity
inherent
in
such
pricing
decisions. Fair
value
prices
determined
by
the
Valuation
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
Designee could
differ
from
those
of
other
market
participants,
and
it
is
possible
that
the
fair
value
determined
for
a
security
may
be
materially
different
from
the
value
that
could
be
realized
upon
the
sale
of
that
security.
Valuation
Inputs
The
following
table
summarizes
the
fund’s
financial
instruments,
based
on
the
inputs
used
to
determine
their
fair
values
on
June
30,
2024
(for
further
detail
by
category,
please
refer
to
the
accompanying
Portfolio
of
Investments):
NOTE
3
-
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
performance.
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.
Restricted
Securities
The
fund
invests
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.
Other
Purchases
and
sales
of
portfolio
securities
other
than
in-kind
transactions,
if
any,
and short-term securities
aggregated $729,478,000 and
$1,201,192,000,
respectively,
for
the
six
months ended
June
30,
2024.
NOTE
4
-
FEDERAL
INCOME
TAXES
Generally,
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
amount
and
character
of
tax-basis
distributions
and
composition
of
net
assets
are
finalized
at
fiscal
year-end;
accordingly,
tax-basis
balances
have
not
been
determined
as
of
the
date
of
this
report.
At
June
30,
2024,
the
cost
of
investments
(including
derivatives,
if
any)
for
federal
income
tax
purposes
was
$3,293,908,000.
Net
unrealized
gain
aggregated
$1,684,384,000
at
period-end,
of
which
$1,872,805,000
related
to
appreciated
investments
and
$188,421,000
related
to
depreciated
investments.
NOTE
5
-
FOREIGN TAXES
The
fund
is
subject
to
foreign
income
taxes
imposed
by
certain
countries
in
which
it
invests.
Additionally,
capital
gains
realized
upon
disposition
of
securities
issued
in
or
by
certain
foreign
countries
are
subject
to
capital
gains
tax
imposed
by
those
countries.
All
taxes
are
computed
in
accordance
with
the
applicable
foreign
tax
law,
and,
to
the
extent
permitted,
capital
losses
are
used
to
offset
capital
gains.
Taxes
attributable
to
income
are
accrued
by
the
fund
as
a
reduction
of
income.
Current
and
deferred
tax
expense
attributable
to
capital
gains
is
reflected
as
a
component
of
realized
or
change
in
unrealized
gain/loss
on
securities
in
the
accompanying
financial
statements.
To
the
extent
that
the
fund
has
country
specific
capital
loss
carryforwards,
such
carryforwards
are
applied
against
net
unrealized
gains
when
determining
the
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Common
Stocks
$
4,886,071
$
—
$
—
$
4,886,071
Convertible
Preferred
Stocks
—
—
15,962
15,962
Short-Term
Investments
76,257
—
—
76,257
Total
$
4,962,328
$
—
$
15,962
$
4,978,290
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
deferred
tax
liability.
Any
deferred
tax
liability
incurred
by
the
fund
is
included
in
either
Other
liabilities
or
Deferred
tax
liability
on
the
accompanying
Statement
of
Assets
and
Liabilities.
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). Price
Associates
has
entered
into
a
sub-advisory
agreement(s)
with
one
or
more
of
its
wholly
owned
subsidiaries,
to
provide
investment
advisory
services
to
the
fund. The
investment
management
agreement
between
the
fund
and
Price
Associates
provides
for
an
annual
investment
management
fee
equal
to 0.60%
of
the
fund’s
average
daily
net
assets.
The
fee
is
computed
daily
and
paid
monthly.
The fund
is
subject
to
an
operating
expense
limitation
pursuant
to
which
Price
Associates
is
contractually
required
to
pay
all
operating
expenses
of
the
fund,
excluding
management
fees;
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
nonrecurring,
extraordinary
expenses;
and
acquired
fund
fees
and
expenses,
to
the
extent
such
operating
expenses,
on
an
annualized
basis,
exceed
the
limit.
This
agreement
will
continue
through
the
expense
limitation
date
indicated
in
the
table
below,
and
may
be
renewed,
revised,
or
revoked
only
with
approval
of
the
fund’s
Board.The
fund
is
required
to
repay
Price
Associates
for
expenses
previously
paid
to
the
extent
the
fund’s
net
assets
grow
or
expenses
decline
sufficiently
to
allow
repayment
without
causing
the
fund’s
operating
expenses
(after
the
repayment
is
taken
into
account)
to
exceed
the
lesser
of:
(1)
the
limit
in
place
at
the
time
such
amounts
were
paid;
or
(2)
the
current
limit.
However,
no
repayment
will
be
made
more
than
three
years
after
the
date
of
a
payment
or
waiver.
In
addition,
the
fund
has
entered
into
service
agreements
with
Price
Associates
and
a
wholly
owned
subsidiary
of
Price
Associates,
each
an
affiliate
of
the
fund
(collectively,
Price).
Price
Associates
provides
certain
accounting
and
administrative
services
to
the
fund.
T.
Rowe
Price
Services,
Inc.
provides
shareholder
and
administrative
services
in
its
capacity
as
the
fund’s
transfer
and
dividend-disbursing
agent.
For
the
six
months
ended
June
30,
2024,
expenses
incurred
pursuant
to
these
service
agreements
were
$58,000
for
Price
Associates
and
$11,000
for
T.
Rowe
Price
Services,
Inc.
All
amounts
due
to
and
due
from
Price,
exclusive
of
investment
management
fees
payable,
are
presented
net
on
the
accompanying
Statement
of
Assets
and
Liabilities.
T.
Rowe
Price
Investment
Services,
Inc.
(Investment
Services)
serves
as
distributor
to
the
fund.
Pursuant
to
an
underwriting
agreement,
no
compensation
for
any
distribution
services
provided
is
paid
to
Investment
Services
by
the
fund
(except
for
12b-1
fees
under
a
Board-approved
Rule
12b-1
plan).
The fund
may
invest
its
cash
reserves
in
certain
open-end
management
investment
companies
managed
by
Price
Associates
and
considered
affiliates
of
the
fund:
the
T.
Rowe
Price
Government
Reserve
Fund
or
the
T.
Rowe
Price
Treasury
Reserve
Fund,
organized
as
money
market
funds
(together,
the
Price
Reserve
Funds).
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.
Cash
collateral
from
securities
lending,
if
any,
is
invested
in
the
T.
Rowe
Price
Government
Reserve Fund. The
Price
Reserve
Funds
pay
no
investment
management
fees.
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
six
months
ended
June
30,
2024,
the
fund
had
no
purchases
or
sales
cross
trades
with
other
funds
or
accounts
advised
by
Price
Associates.
Expense
limitation
0.05%
Expense
limitation
date
02/28/27
(Waived)/repaid
during
the
period
($000s)
$—
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
NOTE
7
-
OTHER
MATTERS
Unpredictable environmental,
political,
social
and
economic
events,
including
but
not
limited
to,
environmental
or
natural
disasters,
war
and
conflict
(including
Russia’s
military
invasion
of
Ukraine
and
the
conflict
in
Israel,
Gaza
and
surrounding
areas),
terrorism,
geopolitical
developments
(including
trading
and
tariff
arrangements,
sanctions
and
cybersecurity
attacks),
and
public
health
epidemics
(including
the
global
outbreak
of
COVID-19)
and
similar
public
health
threats,
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
a
fund
invests.
The
extent
and
duration
of
such
events
and
resulting
market
disruptions
cannot
be
predicted.
These
and
other
similar
events
may
cause
instability
across
global
markets,
including
reduced
liquidity
and
disruptions
in
trading
markets,
while
some
events
may
affect
certain
geographic
regions,
countries,
sectors,
and
industries
more
significantly
than
others,
and
exacerbate
other
pre-existing
political,
social,
and
economic
risks.
The
fund’s
performance
could
be
negatively
impacted
if
the
value
of
a
portfolio
holding
were
harmed
by
these
or
such
events.
Management
actively
monitors
the
risks
and
financial
impacts
arising
from
such
events.
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
Each
year,
the
fund’s
Board
of
Directors
(Board)
considers
the
continuation
of
the
investment
management
agreement
(Advisory
Contract)
between
the
fund
and
its
investment
adviser,
T.
Rowe
Price
Associates,
Inc.
(Adviser),
as
well
as
the
investment
subadvisory
agreement
(Subadvisory
Contract)
that
the
Adviser
has
entered
into
with
T.
Rowe
Price
Investment
Management,
Inc.
(Subadviser)
on
behalf
of
the
fund.
In
that
regard,
at
a
meeting
held
on
March
11–12,
2024
(Meeting),
the
Board,
including
all
of
the
fund’s
independent
directors
present
in
person
at
the
Meeting,
approved
the
continuation
of
the
fund’s
Advisory
Contract
and
Subadvisory
Contract.
At
the
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
Adviser
and
Subadviser
and
the
approval
of
the
Advisory
Contract
and
Subadvisory
Contract.
The
independent
directors
were
assisted
in
their
evaluation
of
the
Advisory
Contract
and
Subadvisory
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
Adviser
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
continuation
of
the
Advisory
Contract
and
Subadvisory
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
Adviser
and
Subadviser
about
various
topics.
The
Board
also
considered
that
the
Subadviser
has
its
own
investment
platform
and
investment
management
leadership,
and
the
Adviser
and
Subadviser
have
implemented
information
barriers
restricting
the
sharing
of
investment
information
and
voting
activity.
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
Adviser
and
Subadviser
The
Board
considered
the
nature,
quality,
and
extent
of
the
services
provided
to
the
fund
by
the
Adviser
and
Subadviser.
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.
However,
the
Board
noted
that
there
are
information
barriers
between
investment
personnel
of
the
Adviser
and
Subadviser
that
restrict
the
sharing
of
certain
information,
such
as
investment
research,
trading,
and
proxy
voting.
The
Board
also
reviewed
the
background
and
experience
of
the
Adviser’s
and
Subadviser’s
senior
management
teams
and
investment
personnel
involved
in
the
management
of
the
fund,
as
well
as
the
Adviser’s
compliance
record.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
nature,
quality,
and
extent
of
the
services
provided
by
the
Adviser
and
Subadviser,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract.
Investment
Performance
of
the
Fund
The
Board
took
into
account
discussions
with
the
Adviser
and
detailed
reports
that
it
regularly
receives
throughout
the
year
on
relative
and
absolute
performance
for
the
T.
Rowe
Price
funds.
In
connection
with
the
Meeting,
the
Board
reviewed
information
provided
by
the
Adviser
that
compared
the
fund’s
total
returns,
as
well
as
a
wide
variety
of
other
previously
agreed-upon
performance
measures
and
market
data,
against
relevant
benchmark
indexes
and
peer
groups
of
funds
with
similar
investment
programs
for
various
periods
through
December
31,
2023.
Additionally,
the
Board
reviewed
the
fund’s
relative
performance
information
as
of
September
30,
2023,
which
ranked
the
fund’s
returns
for
various
periods
against
a
universe
of
funds
with
similar
investment
programs
selected
by
Broadridge,
an
independent
provider
of
mutual
fund
data.
In
the
course
of
its
deliberations,
the
Board
considered
performance
information
provided
throughout
the
year
and
in
connection
with
the
Advisory
Contract
review
at
the
Meeting,
as
well
as
information
provided
during
investment
review
meetings
conducted
with
portfolio
managers
and
senior
investment
personnel
during
the
course
of
the
year
regarding
the
fund’s
performance.
The
Board
also
considered
relevant
factors,
such
as
overall
market
conditions
and
trends
that
could
adversely
impact
the
fund’s
performance,
the
length
of
the
fund’s
performance
track
record,
and
how
closely
the
fund’s
strategies
align
with
its
benchmarks
and
peer
groups.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
fund’s
performance,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract.
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
Costs,
Benefits,
Profits,
and
Economies
of
Scale
The
Board
reviewed
detailed
information
regarding
the
revenues
received
by
the
Adviser
under
the
Advisory
Contract
and
other
direct
and
indirect
benefits
that
the
Adviser
(and
its
affiliates,
including
the
Subadviser)
may
have
realized
from
its
relationship
with
the
fund.
In
considering
soft-dollar
arrangements
pursuant
to
which
research
may
be
received
from
broker-
dealers
that
execute
the
fund’s
portfolio
transactions,
the
Board
noted
that
during
2023
the
Adviser
paid
the
costs
of
research
services
for
all
client
accounts
that
it
advises,
including
the
T.
Rowe
Price
funds.
However,
effective
January
1,
2024,
the
Adviser
will
begin
using
brokerage
commissions
in
connection
with
certain
T.
Rowe
Price
funds’
securities
transactions
to
pay
for
research
when
permissible.
The
Board
received
information
on
the
estimated
costs
incurred
and
profits
realized
by
the
Adviser
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
Adviser’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
or
otherwise
from
any
economies
of
scale
realized
by
the
Adviser.
Under
the
Advisory
Contract,
the
fund
pays
a
fee
to
the
Adviser
for
investment
management
services
based
on
the
fund’s
average
daily
net
assets
and
the
fund
pays
its
own
expenses
of
operations.
Under
the
Subadvisory
Contract,
the
Adviser
may
pay
the
Subadviser
up
to
60%
of
the
advisory
fees
that
the
Adviser
receives
from
the
fund.
Assets
of
the
fund
are
included
in
the
calculation
of
the
group
fee
rate,
which
serves
as
a
component
of
the
management
fee
for
many
other
T.
Rowe
Price
funds
and
declines
at
certain
asset
levels
based
on
the
combined
average
net
assets
of
most
of
the
T.
Rowe
Price
funds
(including
the
fund).
Although
the
fund
does
not
have
a
group
fee
component
to
its
management
fee,
its
assets
are
included
in
the
calculation
because
certain
resources
utilized
to
operate
the
fund
are
shared
with
other
T.
Rowe
Price
funds.
The
fund’s
shareholders
also
benefit
from
potential
economies
of
scale
through
a
decline
in
certain
operating
expenses
as
the
fund
grows
in
size.
However,
the
fund
is
also
subject
to
a
contractual
expense
limitation
that
requires
the
Adviser
to
waive
its
fees
and/or
bear
any
expenses
that
would
otherwise
cause
the
expenses
of
the
fund
to
exceed
a
certain
percentage.
In
addition,
the
Board
noted
that
the
fund
potentially
shares
in
indirect
economies
of
scale
through
the
Adviser’s
and
Subadviser’s
ongoing
investments
in
their
business
in
support
of
the
T.
Rowe
Price
funds,
including
investments
in
trading
systems,
technology,
and
regulatory
support
enhancements,
and
the
ability
to
possibly
negotiate
lower
fee
arrangements
with
third-party
service
providers.
The
Board
concluded
that
the
advisory
fee
structure
for
the
fund
provides
for
a
reasonable
sharing
of
benefits
from
any
economies
of
scale
with
the
fund’s
investors.
Fees
and
Expenses
The
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,
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
fund
with
a
group
of
competitor
funds
selected
by
Broadridge
(Expense
Group)
and
(ii)
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
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
Adviser
after
any
applicable
waivers,
reductions,
or
reimbursements),
operating
expenses,
and
total
expenses
(which
reflect
the
net
total
expense
ratio
of
the
fund
after
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
second
quintile
(Expense
Universe),
and
the
fund’s
total
expenses
ranked
in
the
first
quintile
(Expense
Group
and
Expense
Universe).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Institutional
Mid-Cap
Equity
Growth
Fund
The
Board
also
reviewed
the
fee
schedules
for
other
investment
portfolios
with
similar
mandates
that
are
advised
or
subadvised
by
the
Adviser
and
its
affiliates,
including
separately
managed
accounts
for
institutional
and
individual
investors;
subadvised
funds;
and
other
sponsored
investment
portfolios,
including
collective
investment
trusts
and
pooled
vehicles
organized
and
offered
to
investors
outside
the
United
States.
Management
provided
the
Board
with
information
about
the
Adviser’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
proprietary
mutual
fund
business.
The
Board
considered
information
showing
that
the
Adviser’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
Adviser’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
Adviser
to
manage
its
mutual
fund
business
versus
managing
a
discrete
pool
of
assets
as
a
subadviser
to
another
institution’s
mutual
fund
or
for
an
institutional
account
and
that
the
Adviser
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,
including
subadvised
funds.
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
and
Subadvisory
Contract
As
noted,
the
Board
approved
the
continuation
of
the
Advisory
Contract
and
Subadvisory
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
and
Subadvisory
Contract
(including
the
fees
to
be
charged
for
services
thereunder).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
100
East
Pratt
Street
Baltimore,
MD
21202
T.
Rowe
Price
Investment
Services,
Inc.
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.
E116-051
8/24
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Remuneration paid to Directors is included in Item 7 of this Form N-CSR and/or the Statement of Additional Information.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
If applicable, see Item 7.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 15. Submission of Matters to a Vote of Security Holders.
There has been no change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.
Item 16. Controls and Procedures.
(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.
(b) The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable.
Item 19. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
T. Rowe Price Institutional Mid-Cap Equity Growth Fund
| | | | |
| | |
| By | | /s/ David Oestreicher | | |
| | David Oestreicher | | |
| | Principal Executive Officer | | |
| | |
| Date | | August 20, 2024 | | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | |
| By | | /s/ David Oestreicher | | |
| | David Oestreicher | | |
| | Principal Executive Officer | | |
| | |
| Date | | August 20, 2024 | | |
| | | | |
| By | | /s/ Alan S. Dupski | | |
| | Alan S. Dupski | | |
| | Principal Financial Officer | | |
| | |
| Date | | August 20, 2024 | | |
