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: 811-06275
T. Rowe Price Balanced Fund, 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
This semi-annual shareholder report contains important information about Balanced 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 |
|---|
| Balanced Fund - Investor Class | $28 | 0.55% |
What are some fund statistics?
| Total Net Assets (000s) | $4,625,553 |
| Number of Portfolio Holdings | 1,582 |
| |
| Portfolio Turnover Rate | 21.4% |
What did the fund invest in?
Security Allocation (as a % of Net Assets)
| Common Stocks | 61.3% |
| Corporate Bonds | 8.2 |
| U.S. Government Agency Obligations (Excluding Mortgage-Backed) | 7.9 |
| U.S. Government & Agency Mortgage-Backed Securities | 7.5 |
| Bond Mutual Funds | 5.3 |
| Equity Mutual Funds | 4.2 |
| Non-U.S. Government Mortgage-Backed Securities | 2.1 |
| Asset-Backed Securities | 1.0 |
| Short-Term and Other | 2.5 |
Top Ten Holdings (as a % of Net Assets)
| U.S. Treasury Notes | 5.3% |
| T. Rowe Price Institutional High Yield Fund - Institutional Class | 4.6 |
| T. Rowe Price Real Assets Fund - I Class | 4.2 |
| Federal National Mortgage Assn. | 4.0 |
| Microsoft | 3.1 |
| NVIDIA | 2.8 |
| U.S. Treasury Bonds | 2.6 |
| Apple | 2.2 |
| Amazon.com | 1.8 |
| Alphabet | 1.8 |
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.
Balanced Fund
Investor Class (RPBAX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Semi-Annual Shareholder Report
June 30, 2024
This semi-annual shareholder report contains important information about Balanced 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 |
|---|
| Balanced Fund - I Class | $22 | 0.42% |
What are some fund statistics?
| Total Net Assets (000s) | $4,625,553 |
| Number of Portfolio Holdings | 1,582 |
| |
| Portfolio Turnover Rate | 21.4% |
What did the fund invest in?
Security Allocation (as a % of Net Assets)
| Common Stocks | 61.3% |
| Corporate Bonds | 8.2 |
| U.S. Government Agency Obligations (Excluding Mortgage-Backed) | 7.9 |
| U.S. Government & Agency Mortgage-Backed Securities | 7.5 |
| Bond Mutual Funds | 5.3 |
| Equity Mutual Funds | 4.2 |
| Non-U.S. Government Mortgage-Backed Securities | 2.1 |
| Asset-Backed Securities | 1.0 |
| Short-Term and Other | 2.5 |
Top Ten Holdings (as a % of Net Assets)
| U.S. Treasury Notes | 5.3% |
| T. Rowe Price Institutional High Yield Fund - Institutional Class | 4.6 |
| T. Rowe Price Real Assets Fund - I Class | 4.2 |
| Federal National Mortgage Assn. | 4.0 |
| Microsoft | 3.1 |
| NVIDIA | 2.8 |
| U.S. Treasury Bonds | 2.6 |
| Apple | 2.2 |
| Amazon.com | 1.8 |
| Alphabet | 1.8 |
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.
Balanced Fund
I Class (RBAIX)
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
Highlights
Portfolio
of
Investments
Financial
Statements
and
Notes
Additional
Fund
Information
Financial
Statements
and
Other
Information
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
T.
ROWE
PRICE
RPBAX
Balanced
Fund
–
.
RBAIX
Balanced
Fund–
.
I Class
T.
ROWE
PRICE
Balanced
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
Investor
Class
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
$
25.22
$
22.22
$
28.20
$
27.24
$
24.94
$
21.39
Investment
activities
Net
investment
income
(1)(2)
0.28
0.51
0.43
0.37
0.40
0.48
Net
realized
and
unrealized
gain/
loss
1.76
3.45
(5.29)
3.22
3.15
3.92
Total
from
investment
activities
2.04
3.96
(4.86)
3.59
3.55
4.40
Distributions
Net
investment
income
(0.29)
(0.52)
(0.44)
(0.38)
(0.41)
(0.50)
Net
realized
gain
—
(0.44)
(0.68)
(2.25)
(0.84)
(0.35)
Total
distributions
(0.29)
(0.96)
(1.12)
(2.63)
(1.25)
(0.85)
NET
ASSET
VALUE
End
of
period
$
26.97
$
25.22
$
22.22
$
28.20
$
27.24
$
24.94
T.
ROWE
PRICE
Balanced
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Investor
Class
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
Ratios/Supplemental
Data
Total
return
(2)(3)
8.10%
17.99%
(17.26)%
13.36%
14.57%
20.74%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0.60%
(4)
0.60%
0.61%
0.57%
0.58%
0.58%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.55%
(4)
0.55%
0.57%
0.53%
0.55%
0.55%
Net
investment
income
2.16%
(4)
2.15%
1.74%
1.27%
1.63%
2.03%
Portfolio
turnover
rate
21.4%
40.9%
97.7%
91.9%
75.7%
53.3%
Net
assets,
end
of
period
(in
millions)
$2,588
$2,490
$2,318
$4,224
$4,087
$3,893
0%
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(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,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(4)
Annualized
T.
ROWE
PRICE
Balanced
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
I
Class
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
$
25.20
$
22.21
$
28.20
$
27.23
$
24.94
$
21.39
Investment
activities
Net
investment
income
(1)(2)
0.30
0.54
0.49
0.41
0.43
0.50
Net
realized
and
unrealized
gain/
loss
1.76
3.44
(5.31)
3.22
3.14
3.94
Total
from
investment
activities
2.06
3.98
(4.82)
3.63
3.57
4.44
Distributions
Net
investment
income
(0.31)
(0.55)
(0.49)
(0.41)
(0.44)
(0.54)
Net
realized
gain
—
(0.44)
(0.68)
(2.25)
(0.84)
(0.35)
Total
distributions
(0.31)
(0.99)
(1.17)
(2.66)
(1.28)
(0.89)
NET
ASSET
VALUE
End
of
period
$
26.95
$
25.20
$
22.21
$
28.20
$
27.23
$
24.94
T.
ROWE
PRICE
Balanced
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
I
Class
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
Ratios/Supplemental
Data
Total
return
(2)(3)
8.17%
18.10%
(17.12)%
13.51%
14.67%
20.94%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0.47%
(4)
0.47%
0.47%
0.45%
0.46%
0.46%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.42%
(4)
0.42%
0.43%
0.41%
0.43%
0.43%
Net
investment
income
2.30%
(4)
2.28%
2.02%
1.39%
1.74%
2.11%
Portfolio
turnover
rate
21.4%
40.9%
97.7%
91.9%
75.7%
53.3%
Net
assets,
end
of
period
(in
millions)
$2,038
$1,889
$1,669
$1,173
$871
$734
0%
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(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,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(4)
Annualized
T.
ROWE
PRICE
Balanced
Fund
June
30,
2024
(Unaudited)
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
ASSET-BACKED
SECURITIES
1.0%
AmeriCredit
Automobile
Receivables
Trust
Series 2021-2,
Class
D
1.29%,
6/18/27
2,100,000
1,962
Avis
Budget
Rental
Car
Funding
AESOP
Series 2019-2A,
Class
B
3.55%,
9/22/25 (1)
582,500
581
Bayview
Opportunity
Master
Fund
VII
Series 2024-CAR1,
Class
A,
FRN
SOFR30A
+
1.10%,
6.435%,
12/26/31 (1)
224,287
225
BRE
Grand
Islander
Timeshare
Issuer
Series 2019-A,
Class
A
3.28%,
9/26/33 (1)
184,261
177
CarMax
Auto
Owner
Trust
Series 2021-1,
Class
D
1.28%,
7/15/27
1,205,000
1,163
CarMax
Auto
Owner
Trust
Series 2023-3,
Class
A3
5.28%,
5/15/28
735,000
734
CarMax
Auto
Owner
Trust
Series 2023-3,
Class
B
5.47%,
2/15/29
580,000
581
CarMax
Auto
Owner
Trust
Series 2024-1,
Class
B
5.17%,
8/15/29
105,000
104
Carvana
Auto
Receivables
Trust
Series 2021-P4,
Class
C
2.33%,
2/10/28
1,715,000
1,565
Carvana
Auto
Receivables
Trust
Series 2024-N1,
Class
A3
5.60%,
3/10/28 (1)
195,000
195
Carvana
Auto
Receivables
Trust
Series 2024-N1,
Class
B
5.63%,
5/10/30 (1)
235,000
235
CyrusOne
Data
Centers
Issuer
I
Series 2024-2A,
Class
A2
4.50%,
5/20/49 (1)
3,170,000
2,937
Driven
Brands
Funding
Series 2020-1A,
Class
A2
3.786%,
7/20/50 (1)
649,688
608
Driven
Brands
Funding
Series 2020-2A,
Class
A2
3.237%,
1/20/51 (1)
1,199,700
1,092
Driven
Brands
Funding
Series 2021-1A,
Class
A2
2.791%,
10/20/51 (1)
1,501,500
1,312
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Elara
HGV
Timeshare
Issuer
Series 2023-A,
Class
A
6.16%,
2/25/38 (1)
464,460
469
Elara
HGV
Timeshare
Issuer
Series 2023-A,
Class
B
6.53%,
2/25/38 (1)
373,435
377
Elmwood
Series 2022-7A,
Class
AR,
CLO,
FRN
3M
TSFR
+
1.50%,
6.823%,
1/17/37 (1)
1,385,000
1,388
Ford
Credit
Auto
Owner
Trust
Series 2020-2,
Class
C
1.74%,
4/15/33 (1)
1,665,000
1,574
Ford
Credit
Auto
Owner
Trust
Series 2023-1,
Class
A
4.85%,
8/15/35 (1)
2,565,000
2,544
Ford
Credit
Floorplan
Master
Owner
Trust
Series 2020-2,
Class
B
1.32%,
9/15/27
1,275,000
1,210
GM
Financial
Consumer
Automobile
Receivables
Trust
Series 2020-3,
Class
D
1.91%,
9/16/27
1,355,000
1,352
Hardee's
Funding
Series 2024-1A,
Class
A2
7.253%,
3/20/54 (1)
1,680,788
1,687
Huntington
Bank
Auto
Credit-Linked
Notes
Series 2024-1,
Class
B1
6.153%,
5/20/32 (1)
250,000
250
Invesco
U.S.
Series 2023-1A,
Class
AR,
CLO,
FRN
3M
TSFR
+
1.57%,
6.856%,
4/22/37 (1)
1,350,000
1,356
Jamestown
XV
Series 2020-15A,
Class
A1R,
CLO,
FRN
3M
TSFR
+
1.37%,
6.698%,
7/15/35 (1)
1,160,000
1,158
JPMorgan
Chase
Bank
Series 2021-2,
Class
C
0.969%,
12/26/28 (1)
48,352
48
KKR
Series 2022-43A,
Class
A1R,
CLO,
FRN
3M
TSFR
+
1.75%,
7.079%,
1/15/36 (1)
1,075,000
1,086
Madison
Park
Funding
XXXIII
Series 2019-33A,
Class
AR,
CLO,
FRN
3M
TSFR
+
1.29%,
6.619%,
10/15/32 (1)
1,205,000
1,206
MidOcean
Credit
XI
Series 2022-11A,
Class
A1R,
CLO,
FRN
3M
TSFR
+
1.73%,
7.057%,
10/18/33 (1)
1,210,000
1,212
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
MVW
Series 2019-2A,
Class
A
2.22%,
10/20/38 (1)
515,448
492
Navient
Private
Education
Refi
Loan
Trust
Series 2019-CA,
Class
A2
3.13%,
2/15/68 (1)
461,718
446
Navient
Private
Education
Refi
Loan
Trust
Series 2020-GA,
Class
A
1.17%,
9/16/69 (1)
286,917
260
Navistar
Financial
Dealer
Note
Master
Owner
Trust
Series 2024-1,
Class
A
5.59%,
4/25/29 (1)
165,000
165
Palmer
Square
Series 2020-3A,
Class
A1R2,
CLO,
FRN
3M
TSFR
+
1.65%,
6.972%,
11/15/36 (1)
1,405,000
1,417
Post
Road
Equipment
Finance
Series 2024-1A,
Class
A2
5.59%,
11/15/29 (1)
145,000
145
Progress
Residential
Trust
Series 2024-SFR4,
Class
A
3.10%,
7/9/29 (1)
2,505,000
2,258
Santander
Bank
Auto
Credit-Linked
Notes
Series 2022-C,
Class
B
6.451%,
12/15/32 (1)
798,384
799
SBNA
Auto
Lease
Trust
Series 2024-A,
Class
A3
5.39%,
11/20/26 (1)
180,000
180
SBNA
Auto
Lease
Trust
Series 2024-A,
Class
A4
5.24%,
1/22/29 (1)
175,000
175
SCF
Equipment
Leasing
Series 2024-1A,
Class
C
5.82%,
9/20/32 (1)
390,000
390
SEB
Funding
Series 2024-1A,
Class
A2
7.386%,
4/30/54 (1)
400,000
406
ServiceMaster
Funding
Series 2021-1,
Class
A2I
2.865%,
7/30/51 (1)
1,555,686
1,360
Signal
Peak
Series 2018-5A,
Class
A1R,
CLO,
FRN
3M
TSFR
+
1.55%,
6.876%,
4/25/37 (1)
2,220,000
2,225
SMB
Private
Education
Loan
Trust
Series 2018-B,
Class
A2A
3.60%,
1/15/37 (1)
315,473
306
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
SMB
Private
Education
Loan
Trust
Series 2020-B,
Class
A1A
1.29%,
7/15/53 (1)
757,802
694
SMB
Private
Education
Loan
Trust
Series 2021-A,
Class
APT1
1.07%,
1/15/53 (1)
1,540,008
1,358
Synchrony
Card
Funding
Series 2023-A1,
Class
A
5.54%,
7/15/29
585,000
589
U.S.
Bank
Series 2023-1,
Class
B
6.789%,
8/25/32 (1)
184,699
185
Verdant
Receivables
Series 2023-1A,
Class
A2
6.24%,
1/13/31 (1)
385,863
388
Verdant
Receivables
Series 2024-1A,
Class
A2
5.68%,
12/12/31 (1)
170,000
171
Total
Asset-Backed
Securities
(Cost
$46,050)
44,797
BOND
MUTUAL
FUNDS
5.3%
T.
Rowe
Price
Inflation
Protected
Bond
Fund
-
I
Class,
6.97% (2)(3)
2,125,949
22,195
T.
Rowe
Price
Institutional
High
Yield
Fund
-
Institutional
Class,
7.09% (2)(3)
27,167,594
210,549
T.
Rowe
Price
Limited
Duration
Inflation
Focused
Bond
Fund
-
I
Class,
6.89% (2)(3)
2,306,888
10,842
Total
Bond
Mutual
Funds
(Cost
$261,638)
243,586
COMMON
STOCKS
61.3%
COMMUNICATION
SERVICES
4.7%
Diversified
Telecommunication
Services
0.4%
BT
Group
(GBP) (4)
2,685,551
4,761
KT
(KRW)
126,340
3,424
Nippon
Telegraph
&
Telephone
(JPY)
8,809,200
8,330
Verizon
Communications
15,267
630
17,145
Entertainment
0.5%
Netflix (5)
26,398
17,815
Sea,
ADR (5)
22,636
1,617
Walt
Disney
14,500
1,440
20,872
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Interactive
Media
&
Services
3.1%
Alphabet,
Class
A
117,628
21,426
Alphabet,
Class
C
332,984
61,076
LY
(JPY)
746,300
1,802
Meta
Platforms,
Class
A
110,408
55,670
NAVER
(KRW)
23,694
2,851
Tencent
Holdings
(HKD)
36,100
1,713
144,538
Media
0.3%
Comcast,
Class
A
170,201
6,665
CyberAgent
(JPY)
375,200
2,352
WPP
(GBP)
569,435
5,214
14,231
Wireless
Telecommunication
Services
0.4%
T-Mobile
U.S.
104,994
18,498
18,498
Total
Communication
Services
215,284
CONSUMER
DISCRETIONARY
5.9%
Automobile
Components
0.4%
Aptiv
(5)
3,174
224
Autoliv
,
SDR
(SEK)
46,486
4,960
Denso
(JPY)
354,900
5,540
Dowlais
Group
(GBP)
1,184,819
1,094
Magna
International (4)
86,900
3,641
Stanley
Electric
(JPY)
96,500
1,729
17,188
Automobiles
0.7%
General
Motors
7,287
339
Honda
Motor
(JPY)
178,800
1,922
Rivian
Automotive,
Class
A (4)(5)
21,426
287
Suzuki
Motor
(JPY)
342,800
3,957
Tesla (5)
87,851
17,384
Toyota
Motor
(JPY)
523,300
10,737
34,626
Broadline
Retail
1.9%
Alibaba
Group
Holding,
ADR
17,123
1,233
Amazon.com (5)
420,151
81,194
Next
(GBP)
50,068
5,714
88,141
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Diversified
Consumer
Services
0.0%
Service
Corp
International
13,187
938
938
Hotels,
Restaurants
&
Leisure
1.3%
Airbnb,
Class
A (5)
7,886
1,196
Amadeus
IT
Group
(EUR) (4)
73,726
4,906
Booking
Holdings
2,889
11,445
Chipotle
Mexican
Grill (5)
150,123
9,405
Compass
Group
(GBP)
297,469
8,104
Domino's
Pizza
1,858
959
DoorDash
,
Class
A (5)
16,480
1,793
Hilton
Worldwide
Holdings
17,239
3,761
Las
Vegas
Sands
20,308
899
Marriott
International,
Class
A
5,133
1,241
McDonald's
38,863
9,904
Norwegian
Cruise
Line
Holdings (5)
114,835
2,158
Royal
Caribbean
Cruises (5)
7,366
1,174
Starbucks
4,684
365
Wingstop
1,627
688
Wynn
Resorts
6,371
570
Yum!
Brands
4,200
556
59,124
Household
Durables
0.3%
NVR (5)
201
1,525
Panasonic
Holdings
(JPY)
452,300
3,718
Persimmon
(GBP)
169,611
2,878
Sony
Group
(JPY)
88,400
7,534
15,655
Specialty
Retail
0.9%
AutoZone (5)
2,091
6,198
Bath
&
Body
Works
5,133
200
Burlington
Stores (5)
2,639
633
Carvana
(5)
48,610
6,257
Home
Depot
25,362
8,731
Kingfisher
(GBP)
1,713,853
5,374
Lowe's
7,703
1,698
O'Reilly
Automotive (5)
1,163
1,228
Ross
Stores
31,669
4,602
TJX
38,444
4,233
Tractor
Supply
6,252
1,688
Ulta
Beauty (5)
800
309
41,151
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Textiles,
Apparel
&
Luxury
Goods
0.4%
Cie
Financiere
Richemont
,
Class
A
(CHF)
29,053
4,541
Kering
(EUR)
9,483
3,449
Lululemon
Athletica
(5)
3,638
1,087
Moncler
(EUR)
73,707
4,521
NIKE,
Class
B
20,491
1,544
Samsonite
International
(HKD)
763,500
2,276
17,418
Total
Consumer
Discretionary
274,241
CONSUMER
STAPLES
4.0%
Beverages
0.8%
Coca-Cola
231,086
14,708
Constellation
Brands,
Class
A
4,539
1,168
Diageo
(GBP)
172,893
5,428
Heineken
(EUR)
66,525
6,436
Keurig
Dr
Pepper
115,146
3,846
Kirin
Holdings
(JPY) (4)
154,300
1,993
Monster
Beverage (5)
9,744
487
PepsiCo
21,469
3,541
37,607
Consumer
Staples
Distribution
&
Retail
0.8%
Costco
Wholesale
6,491
5,517
Dollar
General
32,691
4,323
Dollar
Tree (5)
39,600
4,228
Seven
&
i
Holdings
(JPY)
454,200
5,551
Sysco
4,500
321
Target
8,153
1,207
Walmart
209,036
14,154
Welcia
Holdings
(JPY)
66,900
834
36,135
Food
Products
0.7%
Barry
Callebaut
(CHF)
1,155
1,883
Kraft
Heinz
9,208
297
Mondelez
International,
Class
A
83,642
5,473
Nestle
(CHF)
193,212
19,722
Tyson
Foods,
Class
A
4,365
249
Wilmar
International
(SGD)
1,692,300
3,859
31,483
Household
Products
0.7%
Colgate-Palmolive
134,486
13,051
Kimberly-Clark
2,500
345
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Procter
&
Gamble
108,257
17,854
31,250
Personal
Care
Products
0.9%
Kenvue
964,787
17,540
L'Oreal
(EUR)
15,559
6,848
Puig
Brands,
Class
B
(EUR) (5)
78,799
2,203
Unilever
(GBP)
281,025
15,425
42,016
Tobacco
0.1%
Altria
Group
6,029
275
Philip
Morris
International
31,866
3,229
3,504
Total
Consumer
Staples
181,995
ENERGY
2.7%
Energy
Equipment
&
Services
0.5%
Halliburton
289,149
9,768
Schlumberger
256,044
12,080
21,848
Oil,
Gas
&
Consumable
Fuels
2.2%
Chesapeake
Energy
2,953
243
Chevron
54,731
8,561
ConocoPhillips
134,277
15,359
Devon
Energy
10,100
479
Diamondback
Energy
25,909
5,187
EOG
Resources
11,739
1,478
EQT
211,868
7,835
Equinor
(NOK)
345,752
9,904
Exxon
Mobil
135,388
15,586
Hess
8,416
1,241
Kinder
Morgan
123,106
2,446
Marathon
Petroleum
10,375
1,800
Phillips
66
3,333
470
Range
Resources
239,468
8,029
Shell,
ADR
117,506
8,481
Suncor
Energy
8,153
311
Targa
Resources
6,900
888
TotalEnergies
(EUR)
188,510
12,621
Valero
Energy
3,548
556
Williams
54,278
2,307
103,782
Total
Energy
125,630
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
FINANCIALS
10.1%
Banks
3.2%
ANZ
Group
Holdings
(AUD)
189,790
3,566
Bank
of
America
470,996
18,731
BNP
Paribas
(EUR)
64,902
4,151
Citigroup
138,954
8,818
DBS
Group
Holdings
(SGD)
162,800
4,288
DNB
Bank
(NOK)
470,293
9,227
East
West
Bancorp
24,016
1,759
Fifth
Third
Bancorp
28,209
1,029
HDFC
Bank
(INR)
238,689
4,824
Huntington
Bancshares
128,825
1,698
ING
Groep
(EUR)
660,350
11,347
Intesa
Sanpaolo
(EUR)
1,338,922
4,976
JPMorgan
Chase
143,617
29,048
KeyCorp
117,200
1,665
Mitsubishi
UFJ
Financial
Group
(JPY)
656,900
7,089
National
Bank
of
Canada
(CAD)
94,593
7,503
PNC
Financial
Services
Group
11,505
1,789
Popular
2,200
194
Standard
Chartered
(GBP)
505,302
4,563
Sumitomo
Mitsui
Trust
Holdings
(JPY)
115,108
2,645
Svenska
Handelsbanken
,
Class
A
(SEK)
524,802
5,015
Truist
Financial
8,886
345
United
Overseas
Bank
(SGD)
278,900
6,433
Wells
Fargo
122,000
7,246
Western
Alliance
Bancorp
4,791
301
148,250
Capital
Markets
1.5%
Ares
Management,
Class
A
6,867
915
Bank
of
New
York
Mellon
17,867
1,070
BlackRock
1,268
998
Blackstone
4,900
607
Bridgepoint
Group
(GBP)
691,482
1,910
Brookfield
(CAD)
118,844
4,943
Cboe
Global
Markets
6,366
1,083
Charles
Schwab
225,838
16,642
CME
Group
17,910
3,521
CVC
Capital
Partners
(EUR) (5)
142,327
2,612
FactSet
Research
Systems
300
122
Goldman
Sachs
Group
23,428
10,597
Intercontinental
Exchange
10,807
1,479
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Julius
Baer
Group
(CHF)
81,465
4,556
KKR
12,090
1,272
LPL
Financial
Holdings
1,234
345
Macquarie
Group
(AUD)
32,088
4,366
Moody's
2,800
1,179
Morgan
Stanley
46,600
4,529
MSCI
1,469
708
S&P
Global
10,004
4,462
Tradeweb
Markets,
Class
A
7,775
824
68,740
Consumer
Finance
0.3%
Ally
Financial
16,900
670
American
Express
49,071
11,362
Discover
Financial
Services
5,531
724
12,756
Financial
Services
2.5%
Adyen
(EUR) (5)
2,410
2,862
ANT
Group,
Acquisition
Date:
8/14/23,
Cost $411 (5)(6)(7)
411,083
414
Apollo
Global
Management
4,844
572
Berkshire
Hathaway,
Class
B (5)
75,280
30,624
Challenger
(AUD)
325,045
1,515
Corebridge
Financial
127,239
3,705
Corpay
(5)
13,979
3,724
Equitable
Holdings
14,118
577
Fiserv (5)
112,861
16,821
Global
Payments
10,808
1,045
Mastercard
,
Class
A
45,965
20,278
Mitsubishi
HC
Capital
(JPY)
368,200
2,436
Visa,
Class
A
112,850
29,620
Voya
Financial
16,200
1,153
115,346
Insurance
2.6%
AIA
Group
(HKD)
691,000
4,675
Allstate
48,076
7,676
American
International
Group
26,505
1,968
AXA
(EUR)
358,924
11,762
Axis
Capital
Holdings
3,944
279
Chubb
46,821
11,943
Definity
Financial
(CAD)
69,486
2,285
Hartford
Financial
Services
Group
20,054
2,016
Mandatum
(EUR)
141,858
634
Marsh
&
McLennan
22,282
4,695
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
MetLife
128,401
9,012
Muenchener
Rueckversicherungs-Gesellschaft
(EUR)
29,480
14,739
Progressive
16,539
3,435
RenaissanceRe
Holdings
5,080
1,135
Sampo
,
Class
A
(EUR)
147,195
6,348
Storebrand
(NOK)
503,026
5,136
Sun
Life
Financial
(CAD)
116,250
5,700
Tokio
Marine
Holdings
(JPY)
276,000
10,372
Travelers
31,544
6,414
Zurich
Insurance
Group
(CHF)
14,911
7,943
118,167
Total
Financials
463,259
HEALTH
CARE
8.2%
Biotechnology
0.4%
AbbVie
22,830
3,916
Amgen
9,781
3,056
Argenx
,
ADR (5)
7,600
3,268
Biogen (5)
3,554
824
Genmab
(DKK) (5)
9,413
2,359
Gilead
Sciences
8,111
556
Moderna
(5)
1,263
150
Regeneron
Pharmaceuticals (5)
1,570
1,650
Vertex
Pharmaceuticals (5)
5,186
2,431
18,210
Health
Care
Equipment
&
Supplies
1.2%
Abbott
Laboratories
13,058
1,357
Alcon
(CHF)
43,663
3,881
Becton
Dickinson
&
Company
7,785
1,819
Boston
Scientific (5)
18,318
1,411
Dexcom
(5)
11,628
1,318
Edwards
Lifesciences (5)
17,794
1,644
Elekta
,
Class
B
(SEK)
341,076
2,127
EssilorLuxottica
(EUR)
22,036
4,735
GE
HealthCare
Technologies
32,755
2,552
Hologic
(5)
40,767
3,027
IDEXX
Laboratories (5)
800
390
Intuitive
Surgical (5)
29,157
12,970
Koninklijke
Philips
(EUR) (5)
211,988
5,331
Medtronic
10,172
801
Siemens
Healthineers
(EUR)
120,553
6,943
Stryker
17,759
6,043
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Zimmer
Biomet
Holdings
13,963
1,515
57,864
Health
Care
Providers
&
Services
2.1%
Cardinal
Health
4,537
446
Cencora
47,907
10,794
Cigna
Group
21,552
7,124
Elevance
Health
45,455
24,630
Fresenius
(EUR) (5)
128,834
3,849
HCA
Healthcare
11,668
3,749
Humana
8,886
3,320
McKesson
2,629
1,535
Molina
Healthcare (5)
2,480
737
Tenet
Healthcare (5)
52,925
7,041
UnitedHealth
Group
66,523
33,878
97,103
Life
Sciences
Tools
&
Services
0.8%
Charles
River
Laboratories
International (5)
800
165
Danaher
54,388
13,589
Evotec
(EUR) (4)(5)
100,331
962
ICON (5)
2,095
657
IQVIA
Holdings (5)
769
162
Mettler
-Toledo
International (5)
400
559
Repligen
(5)
4,500
567
Revvity
44,800
4,698
Thermo
Fisher
Scientific
30,009
16,595
37,954
Pharmaceuticals
3.7%
Astellas
Pharma
(JPY)
556,100
5,486
AstraZeneca,
ADR
362,775
28,293
Bayer
(EUR)
93,584
2,638
Bristol-Myers
Squibb
49,200
2,043
Chugai
Pharmaceutical
(JPY)
93,100
3,315
Elanco
Animal
Health (5)
42,200
609
Eli
Lilly
42,077
38,096
GSK,
ADR (4)
48,292
1,859
Johnson
&
Johnson
133,157
19,462
Merck
89,027
11,021
Novartis
(CHF)
114,036
12,142
Novo
Nordisk,
ADR
9,515
1,358
Novo
Nordisk,
Class
B
(DKK)
108,316
15,498
Otsuka
Holdings
(JPY) (4)
52,400
2,214
Pfizer
23,406
655
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Roche
Holding
(CHF)
38,622
10,701
Sanofi
(EUR)
117,777
11,359
Sanofi,
ADR
5,500
267
Shionogi
(JPY)
48,300
1,881
Viatris
72,782
774
Zoetis
19,342
3,353
173,024
Total
Health
Care
384,155
INDUSTRIALS
&
BUSINESS
SERVICES
6.5%
Aerospace
&
Defense
1.1%
Boeing (5)
24,962
4,543
General
Dynamics
22,555
6,544
General
Electric
90,464
14,381
Howmet
Aerospace
10,812
839
Huntington
Ingalls
Industries
591
146
L3Harris
Technologies
32,930
7,396
Lockheed
Martin
789
369
Melrose
Industries
(GBP)
779,278
5,427
Northrop
Grumman
2,111
920
RTX
9,889
993
Safran
(EUR)
35,132
7,404
TransDigm
Group
2,838
3,626
52,588
Air
Freight
&
Logistics
0.1%
FedEx
19,457
5,834
5,834
Building
Products
0.1%
Carrier
Global
17,397
1,097
Johnson
Controls
International
9,223
613
Trane
Technologies
2,654
873
2,583
Commercial
Services
&
Supplies
0.4%
Cintas
3,220
2,255
Copart
(5)
15,962
864
Element
Fleet
Management
(CAD) (4)
414,535
7,542
Republic
Services
21,726
4,222
Veralto
5,934
567
Waste
Connections
5,982
1,049
Waste
Management
2,300
491
16,990
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Construction
&
Engineering
0.1%
Worley
(AUD)
405,136
4,034
4,034
Electrical
Equipment
1.2%
ABB
(CHF)
198,062
10,983
AMETEK
44,022
7,339
Emerson
Electric
4,300
474
GE
Vernova
(5)
26,713
4,581
Hubbell
2,300
841
Legrand
(EUR)
64,269
6,379
Mitsubishi
Electric
(JPY)
440,200
7,054
Prysmian
(EUR)
137,795
8,507
Rockwell
Automation
31,270
8,608
Vertiv
Holdings,
Class
A
3,200
277
55,043
Ground
Transportation
0.8%
Canadian
National
Railway
5,478
647
Central
Japan
Railway
(JPY)
135,100
2,929
CSX
342,191
11,446
JB
Hunt
Transport
Services
2,188
350
Norfolk
Southern
24,777
5,319
Old
Dominion
Freight
Line
41,932
7,405
Saia (5)
1,543
732
Uber
Technologies (5)
41,010
2,981
Union
Pacific
30,417
6,882
38,691
Industrial
Conglomerates
0.9%
DCC
(GBP)
52,286
3,649
Honeywell
International
34,030
7,267
Roper
Technologies
10,272
5,790
Siemens
(EUR)
136,154
25,342
42,048
Machinery
1.0%
Caterpillar
2,571
857
Cummins
31,800
8,806
Deere
14,549
5,436
Dover
23,869
4,307
Esab
3,105
293
IDEX
19,316
3,886
Ingersoll
Rand
10,032
911
KION
Group
(EUR)
65,358
2,730
Sandvik
(SEK)
238,451
4,792
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
SMC
(JPY)
4,000
1,906
Stanley
Black
&
Decker
22,290
1,781
THK
(JPY)
97,000
1,740
Westinghouse
Air
Brake
Technologies
56,931
8,998
Xylem
500
68
46,511
Passenger
Airlines
0.0%
Southwest
Airlines
13,538
387
United
Airlines
Holdings (5)
6,300
307
694
Professional
Services
0.3%
Broadridge
Financial
Solutions
2,176
429
Equifax
2,435
590
Recruit
Holdings
(JPY)
109,100
5,870
TechnoPro
Holdings
(JPY) (4)
160,600
2,631
Teleperformance
(EUR)
19,086
2,016
Verisk
Analytics
3,300
890
12,426
Trading
Companies
&
Distributors
0.5%
Ashtead
Group
(GBP)
45,742
3,050
Bunzl
(GBP)
115,900
4,403
Ferguson
14,439
2,796
Mitsubishi
(JPY)
191,700
3,768
SiteOne
Landscape
Supply (5)
1,800
219
Sumitomo
(JPY)
264,700
6,650
20,886
Total
Industrials
&
Business
Services
298,328
INFORMATION
TECHNOLOGY
15.0%
Communications
Equipment
0.2%
Arista
Networks (5)
2,603
912
Cisco
Systems
42,598
2,024
LM
Ericsson,
Class
B
(SEK) (4)
732,322
4,546
7,482
Electronic
Equipment,
Instruments
&
Components
0.8%
Amphenol,
Class
A
102,974
6,937
Hamamatsu
Photonics
(JPY)
75,500
2,028
Keysight
Technologies (5)
54,457
7,447
Largan
Precision
(TWD)
19,000
1,604
Murata
Manufacturing
(JPY)
158,500
3,282
Omron
(JPY)
45,600
1,579
TE
Connectivity
73,649
11,079
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Teledyne
Technologies (5)
2,353
913
Zebra
Technologies,
Class
A (5)
3,170
979
35,848
IT
Services
0.4%
Accenture,
Class
A
13,926
4,225
Gartner (5)
500
224
International
Business
Machines
7,195
1,244
MongoDB (5)
7,129
1,782
Nomura
Research
Institute
(JPY)
118,800
3,358
NTT
Data
Group
(JPY)
311,900
4,608
Shopify,
Class
A (5)
57,199
3,778
Snowflake,
Class
A (5)
5,986
809
20,028
Semiconductors
&
Semiconductor
Equipment
6.5%
Advanced
Micro
Devices (5)
35,088
5,692
Analog
Devices
26,805
6,119
Applied
Materials
16,806
3,966
ASML
Holding
(EUR)
19,466
19,839
ASML
Holding
7,883
8,062
Broadcom
17,801
28,580
Entegris
8,433
1,142
First
Solar (5)
902
203
Intel
151,160
4,681
KLA
4,066
3,352
Lam
Research
8,312
8,851
Lattice
Semiconductor (5)
4,139
240
Microchip
Technology
6,766
619
Micron
Technology
59,580
7,837
Monolithic
Power
Systems
6,093
5,007
NVIDIA
1,046,088
129,234
NXP
Semiconductors
42,387
11,406
QUALCOMM
32,927
6,558
Renesas
Electronics
(JPY)
184,100
3,491
Taiwan
Semiconductor
Manufacturing
(TWD)
768,969
22,783
Taiwan
Semiconductor
Manufacturing,
ADR
16,793
2,919
Teradyne
5,600
830
Texas
Instruments
66,783
12,991
Tokyo
Electron
(JPY)
32,000
7,005
301,407
Software
4.6%
Adobe (5)
7,998
4,443
Atlassian
,
Class
A (5)
7,921
1,401
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Autodesk (5)
5,462
1,352
BILL
Holdings (5)
12,595
663
Cadence
Design
Systems (5)
5,313
1,635
Canva
,
Acquisition
Date:
8/16/21
-
12/17/21,
Cost $668 (5)(6)
(7)
392
418
Confluent,
Class
A (5)
23,755
702
Crowdstrike
Holdings,
Class
A (5)
7,516
2,880
Datadog
,
Class
A (5)
8,376
1,086
Descartes
Systems
Group (5)
3,942
382
Dynatrace
(5)
10,200
456
Fair
Isaac (5)
599
892
Fortinet (5)
41,207
2,484
Gen
Digital
55,738
1,392
Gusto,
Acquisition
Date:
10/4/21,
Cost $216 (5)(6)(7)
7,517
140
Intuit
12,962
8,519
Microsoft
317,639
141,969
Oracle
19,500
2,753
Palo
Alto
Networks (5)
2,109
715
Salesforce
21,431
5,510
SAP
(EUR)
55,230
11,094
ServiceNow
(5)
17,178
13,513
Synopsys (5)
16,438
9,782
Workday,
Class
A (5)
1,339
299
214,480
Technology
Hardware,
Storage
&
Peripherals
2.5%
Apple
490,910
103,395
Pure
Storage,
Class
A (5)
7,080
455
Samsung
Electronics
(KRW)
183,584
10,805
Western
Digital (5)
9,779
741
115,396
Total
Information
Technology
694,641
MATERIALS
2.2%
Chemicals
1.0%
Air
Liquide
(EUR)
41,845
7,222
Akzo
Nobel
(EUR)
56,617
3,451
Asahi
Kasei
(JPY)
339,800
2,182
BASF
(EUR)
71,289
3,446
CF
Industries
Holdings
9,830
729
Covestro
(EUR) (5)
66,282
3,885
Johnson
Matthey
(GBP)
139,170
2,760
Linde
30,483
13,376
Mosaic
111,300
3,217
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Nutrien
(4)
19,688
1,002
RPM
International
1,312
141
Sherwin-Williams
11,839
3,533
Umicore
(EUR)
108,333
1,630
46,574
Construction
Materials
0.1%
Martin
Marietta
Materials
6,146
3,330
Vulcan
Materials
3,544
881
4,211
Containers
&
Packaging
0.2%
Amcor,
CDI
(AUD)
143,128
1,417
Ball
13,031
782
International
Paper
152,483
6,580
Packaging
Corp.
of
America
3,752
685
9,464
Metals
&
Mining
0.8%
Agnico
Eagle
Mines (4)
6,849
448
Antofagasta
(GBP)
229,599
6,102
BHP
Group
(AUD)
120,793
3,452
BHP
Group
(GBP)
170,705
4,865
Franco-Nevada
24,693
2,927
Freeport-McMoRan
123,039
5,980
IGO
(AUD)
437,530
1,638
Pilbara
Minerals
(AUD)
1,269,683
2,583
South32
(AUD)
1,088,164
2,640
Southern
Copper
17,145
1,847
Steel
Dynamics
7,445
964
Wheaton
Precious
Metals (4)
53,419
2,800
36,246
Paper
&
Forest
Products
0.1%
Stora
Enso,
Class
R
(EUR)
239,471
3,270
West
Fraser
Timber (4)
8,798
676
3,946
Total
Materials
100,441
REAL
ESTATE
0.8%
Health
Care
Real
Estate
Investment
Trusts
0.0%
Welltower
,
REIT
10,831
1,129
1,129
Industrial
Real
Estate
Investment
Trusts
0.1%
Prologis,
REIT
31,830
3,575
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Rexford
Industrial
Realty,
REIT
22,425
1,000
4,575
Office
Real
Estate
Investment
Trusts
0.0%
Great
Portland
Estates
(GBP)
429,585
1,820
1,820
Real
Estate
Management
&
Development
0.2%
CBRE
Group,
Class
A (5)
3,750
334
CoStar
Group (5)
4,294
319
Mitsui
Fudosan
(JPY)
752,100
6,922
7,575
Residential
Real
Estate
Investment
Trusts
0.1%
American
Homes
4
Rent,
Class
A,
REIT
8,019
298
AvalonBay
Communities,
REIT
2,708
560
Camden
Property
Trust,
REIT
1,400
153
Equity
LifeStyle
Properties,
REIT
47,764
3,111
Essex
Property
Trust,
REIT
3,109
846
Sun
Communities,
REIT
3,890
468
5,436
Retail
Real
Estate
Investment
Trusts
0.1%
Kimco
Realty,
REIT
17,152
334
Regency
Centers,
REIT
4,400
274
Scentre
Group
(AUD)
2,124,311
4,403
Simon
Property
Group,
REIT
2,038
309
5,320
Specialized
Real
Estate
Investment
Trusts
0.3%
American
Tower,
REIT
8,664
1,684
CubeSmart
,
REIT
6,407
289
Equinix
,
REIT
2,109
1,596
Extra
Space
Storage,
REIT
988
153
Public
Storage,
REIT
24,696
7,104
Weyerhaeuser,
REIT
147,402
4,185
15,011
Total
Real
Estate
40,866
UTILITIES
1.2%
Electric
Utilities
0.5%
Constellation
Energy
39,912
7,993
Exelon
7,300
253
FirstEnergy
17,742
679
NextEra
Energy
76,684
5,430
PG&E
116,872
2,040
PPL
5,700
158
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Southern
18,263
1,417
Xcel
Energy
109,200
5,832
23,802
Gas
Utilities
0.1%
Atmos
Energy
25,400
2,963
Beijing
Enterprises
Holdings
(HKD)
195,500
656
3,619
Independent
Power
&
Renewable
Electricity
Producers
0.1%
Electric
Power
Development
(JPY)
182,600
2,855
Vistra
5,719
492
3,347
Multi-Utilities
0.5%
Ameren
79,014
5,618
CenterPoint
Energy
32,563
1,009
Dominion
Energy
21,527
1,055
Engie
(EUR)
605,713
8,674
National
Grid
(GBP)
605,314
6,759
NiSource
27,900
804
23,919
Total
Utilities
54,687
Total
Common
Stocks
(Cost
$1,347,524)
2,833,527
CONVERTIBLE
PREFERRED
STOCKS
0.0%
INFORMATION
TECHNOLOGY
0.0%
Software
0.0%
Canva
,
Series
A,
Acquisition
Date:
11/4/21
-
12/17/21,
Cost $43 (5)(6)(7)
25
27
Canva
,
Series
A-3,
Acquisition
Date:
12/17/21,
Cost $4 (5)(6)(7)
2
2
Databricks
,
Series
G,
Acquisition
Date:
2/1/21,
Cost $229 (5)
(6)(7)
3,879
285
Databricks
,
Series
H,
Acquisition
Date:
8/31/21,
Cost $625 (5)
(6)(7)
8,505
625
Databricks
,
Series
I,
Acquisition
Date:
9/14/23,
Cost $112 (5)
(6)(7)
1,526
112
Gusto,
Series
E,
Acquisition
Date:
7/13/21,
Cost $317 (5)(6)(7)
10,431
194
Total
Information
Technology
1,245
Total
Convertible
Preferred
Stocks
(Cost
$1,330)
1,245
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
CORPORATE
BONDS
8.2%
AbbVie,
2.95%,
11/21/26
920,000
877
AbbVie,
3.20%,
5/14/26
420,000
406
AbbVie,
4.50%,
5/14/35
1,900,000
1,792
AbbVie,
4.70%,
5/14/45
915,000
818
AbbVie,
4.80%,
3/15/29
1,260,000
1,255
ABN
AMRO
Bank,
4.75%,
7/28/25 (1)
940,000
927
AerCap
Ireland
Capital,
2.45%,
10/29/26
935,000
872
AerCap
Ireland
Capital,
5.75%,
6/6/28
1,840,000
1,854
AerCap
Ireland
Capital,
6.15%,
9/30/30
225,000
232
AerCap
Ireland
Capital,
6.50%,
7/15/25
365,000
368
AHS
Hospital,
5.024%,
7/1/45
1,600,000
1,520
AIA
Group,
3.20%,
3/11/25 (1)
1,020,000
1,005
AIB
Group,
VR,
6.608%,
9/13/29 (1)(8)
650,000
669
Alcon
Finance,
2.60%,
5/27/30 (1)
1,300,000
1,129
Alexandria
Real
Estate
Equities,
3.95%,
1/15/27
655,000
632
Allstate,
5.55%,
5/9/35
1,000,000
1,015
Ally
Financial,
2.20%,
11/2/28
700,000
606
Altria
Group,
2.35%,
5/6/25
415,000
404
Amazon.com,
2.80%,
8/22/24
1,055,000
1,050
Amazon.com,
3.875%,
8/22/37
1,645,000
1,443
Ameren,
5.70%,
12/1/26
1,820,000
1,833
America
Movil
,
2.875%,
5/7/30
2,525,000
2,226
America
Movil
,
6.375%,
3/1/35
300,000
321
American
Express,
VR,
6.489%,
10/30/31 (8)
2,785,000
2,959
American
Honda
Finance,
0.75%,
8/9/24
2,335,000
2,323
American
Honda
Finance,
5.65%,
11/15/28
1,655,000
1,696
Amgen,
2.77%,
9/1/53
447,000
267
Amphenol,
5.05%,
4/5/29
895,000
894
Anheuser-Busch
InBev
Worldwide,
5.55%,
1/23/49
2,120,000
2,130
APA
Infrastructure,
4.25%,
7/15/27 (1)
620,000
599
Appalachian
Power,
4.45%,
6/1/45
2,450,000
1,969
AT&T,
2.25%,
2/1/32
1,400,000
1,133
AT&T,
3.50%,
6/1/41
680,000
520
Atlassian
,
5.25%,
5/15/29
575,000
572
Atmos
Energy,
4.15%,
1/15/43
1,500,000
1,266
AutoZone,
3.125%,
4/21/26
650,000
625
AutoZone,
5.05%,
7/15/26
2,690,000
2,678
Avolon
Holdings
Funding,
5.75%,
3/1/29 (1)
3,175,000
3,139
Banco
Santander,
3.49%,
5/28/30
200,000
178
Banco
Santander
Chile,
2.70%,
1/10/25 (1)
1,322,000
1,299
Banco
Santander
Mexico
Institucion
de
Banca
Multiple
Grupo
Financiero
Santand
,
5.375%,
4/17/25 (1)
1,110,000
1,106
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Bank
of
America,
4.20%,
8/26/24
600,000
598
Bank
of
America,
6.11%,
1/29/37
900,000
934
Bank
of
America,
6.75%,
6/1/28
700,000
734
Bank
of
America,
VR,
2.299%,
7/21/32 (8)
2,240,000
1,837
Bank
of
America,
VR,
2.676%,
6/19/41 (8)
3,450,000
2,396
Bank
of
America,
Series N,
VR,
2.651%,
3/11/32 (8)
2,325,000
1,967
Bank
of
Montreal,
2.65%,
3/8/27
2,035,000
1,907
Bank
of
New
York
Mellon,
VR,
6.474%,
10/25/34 (8)
1,885,000
2,030
Banner
Health,
1.897%,
1/1/31
670,000
556
Barclays,
VR,
2.852%,
5/7/26 (8)
1,880,000
1,830
Barclays,
VR,
5.674%,
3/12/28 (8)
750,000
748
BAT
Capital,
4.39%,
8/15/37
1,385,000
1,168
BAT
Capital,
5.834%,
2/20/31
810,000
819
Bayer
U.S.
Finance,
6.375%,
11/21/30 (1)
1,540,000
1,583
Baylor
Scott
&
White
Holdings,
3.967%,
11/15/46
1,850,000
1,513
Becton
Dickinson
&
Company,
2.823%,
5/20/30
1,380,000
1,211
Becton
Dickinson
&
Company,
3.70%,
6/6/27
1,956,000
1,877
Berkshire
Hathaway
Energy,
5.15%,
11/15/43
1,350,000
1,270
BlackRock
Funding,
4.70%,
3/14/29
785,000
781
BNP
Paribas,
VR,
2.219%,
6/9/26 (1)(8)
1,315,000
1,272
BNP
Paribas,
VR,
2.871%,
4/19/32 (1)(8)
3,100,000
2,596
Boardwalk
Pipelines,
4.45%,
7/15/27
385,000
374
Boardwalk
Pipelines,
4.95%,
12/15/24
780,000
777
Booking
Holdings,
3.65%,
3/15/25
1,515,000
1,496
Boston
Properties,
3.65%,
2/1/26
1,165,000
1,124
BPCE,
4.50%,
3/15/25 (1)
1,000,000
987
Brighthouse
Financial
Global
Funding,
1.55%,
5/24/26 (1)
1,110,000
1,027
Bristol-Myers
Squibb,
5.10%,
2/22/31
490,000
490
Brixmor
Operating
Partnership,
3.90%,
3/15/27
565,000
542
Brixmor
Operating
Partnership,
4.125%,
6/15/26
1,220,000
1,187
Burlington
Northern
Santa
Fe,
4.375%,
9/1/42
1,400,000
1,217
Burlington
Northern
Santa
Fe,
6.15%,
5/1/37
650,000
699
Cameron
LNG,
2.902%,
7/15/31 (1)
575,000
491
Cameron
LNG,
3.701%,
1/15/39 (1)
475,000
379
Canadian
National
Railway,
5.85%,
11/1/33
1,155,000
1,212
Canadian
Natural
Resources,
2.95%,
7/15/30
1,700,000
1,485
Canadian
Pacific
Railway,
1.75%,
12/2/26
930,000
857
Canadian
Pacific
Railway,
3.50%,
5/1/50
1,695,000
1,208
Capital
One
Financial,
3.65%,
5/11/27
1,215,000
1,161
Capital
One
Financial,
VR,
6.051%,
2/1/35 (8)
365,000
365
Cardinal
Health,
3.41%,
6/15/27 (4)
1,570,000
1,489
Cardinal
Health,
3.75%,
9/15/25
1,005,000
985
Carvana
,
12.00%,
12/1/28,
(12.00%
PIK) (1)(9)
269,995
291
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Carvana
,
13.00%,
6/1/30,
(13.00%
PIK) (1)(9)
406,741
446
Carvana
,
14.00%,
6/1/31,
(14.00%
PIK) (1)(9)
482,955
543
Caterpillar
Financial
Services,
5.00%,
5/14/27
3,320,000
3,327
CBRE
Services,
5.50%,
4/1/29
555,000
557
Celulosa
Arauco
y
Constitucion
,
4.20%,
1/29/30 (1)(4)
505,000
468
Charter
Communications
Operating,
3.70%,
4/1/51
1,425,000
867
Charter
Communications
Operating,
4.908%,
7/23/25
569,000
564
Citigroup,
VR,
2.976%,
11/5/30 (8)
2,750,000
2,440
Citigroup,
VR,
4.075%,
4/23/29 (8)
2,000,000
1,916
CMS
Energy,
4.70%,
3/31/43
840,000
730
CMS
Energy,
4.875%,
3/1/44
1,200,000
1,096
CNO
Global
Funding,
2.65%,
1/6/29 (1)
3,255,000
2,831
Coca-Cola
Europacific
Partners,
1.50%,
1/15/27 (1)
2,400,000
2,188
Comcast,
4.15%,
10/15/28
2,455,000
2,375
CommonSpirit
Health,
2.76%,
10/1/24
960,000
952
CommonSpirit
Health,
2.782%,
10/1/30
755,000
651
Corebridge
Financial,
4.40%,
4/5/52
4,505,000
3,541
Cox
Communications,
2.95%,
10/1/50 (1)
2,775,000
1,634
CRH
America
Finance,
3.95%,
4/4/28 (1)
2,600,000
2,493
Crown
Castle,
2.25%,
1/15/31
1,440,000
1,186
Crown
Castle,
2.90%,
3/15/27
735,000
690
Crown
Castle
Towers,
3.663%,
5/15/25 (1)
485,000
475
Cummins,
4.90%,
2/20/29
320,000
319
CVS
Health,
1.875%,
2/28/31
1,745,000
1,388
CVS
Health,
2.70%,
8/21/40
660,000
432
Daimler
Trucks
Finance
North
America,
3.65%,
4/7/27 (1)
2,155,000
2,062
Danske
Bank,
VR,
3.244%,
12/20/25 (1)(8)
2,940,000
2,901
Danske
Bank,
VR,
5.705%,
3/1/30 (1)(8)
395,000
395
Discover
Bank,
2.70%,
2/6/30
2,000,000
1,704
Discover
Financial
Services,
3.75%,
3/4/25
590,000
581
DTE
Energy,
5.10%,
3/1/29
2,570,000
2,546
Duke
Energy,
2.65%,
9/1/26
640,000
605
Duke
Energy,
3.75%,
9/1/46
500,000
363
Duke
Energy,
4.85%,
1/5/27
2,660,000
2,638
Elevance
Health,
4.65%,
1/15/43
915,000
792
Enbridge,
4.25%,
12/1/26
590,000
576
Enbridge,
5.625%,
4/5/34
770,000
766
Enbridge,
6.20%,
11/15/30
345,000
360
Enbridge
Energy
Partners,
5.50%,
9/15/40
245,000
236
Energy
Transfer,
3.75%,
5/15/30
765,000
699
Energy
Transfer,
5.25%,
4/15/29
1,225,000
1,220
Eni,
5.50%,
5/15/34 (1)
735,000
732
Enterprise
Products
Operating,
4.60%,
1/11/27
2,830,000
2,798
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Equitable
Financial
Life
Global
Funding,
1.40%,
7/7/25 (1)
780,000
746
ERAC
USA
Finance,
3.85%,
11/15/24 (1)
435,000
432
ERAC
USA
Finance,
4.50%,
2/15/45 (1)
505,000
436
Essex
Portfolio,
2.65%,
3/15/32
1,430,000
1,185
Exelon,
5.15%,
3/15/29
590,000
589
Fidelity
National
Financial,
4.50%,
8/15/28
2,065,000
1,990
Fifth
Third
Bancorp,
VR,
6.339%,
7/27/29 (8)
460,000
471
First
American
Financial,
4.60%,
11/15/24
415,000
413
FirstEnergy
Transmission,
4.35%,
1/15/25 (1)
1,310,000
1,297
Fiserv,
3.20%,
7/1/26
1,100,000
1,055
Fiserv,
5.45%,
3/15/34
2,035,000
2,011
Ford
Motor
Credit,
7.122%,
11/7/33
640,000
676
Foundry
JV
Holdco,
6.15%,
1/25/32 (1)
705,000
716
GATX,
6.05%,
3/15/34
1,675,000
1,709
General
Motors,
4.00%,
4/1/25
1,120,000
1,105
General
Motors
Financial,
2.40%,
4/10/28
3,205,000
2,873
George
Washington
University,
Series 2014,
4.30%,
9/15/44
975,000
867
Georgia
Power,
5.004%,
2/23/27
685,000
684
Goldman
Sachs
Group,
6.75%,
10/1/37
700,000
755
Goldman
Sachs
Group,
VR,
2.615%,
4/22/32 (8)
1,300,000
1,093
Goldman
Sachs
Group,
VR,
2.908%,
7/21/42 (8)
1,710,000
1,198
Hasbro,
3.00%,
11/19/24
1,550,000
1,535
HCA,
4.125%,
6/15/29
1,895,000
1,791
HCA,
4.375%,
3/15/42
775,000
629
Health
Care
Service
Corp.
A
Mutual
Legal
Reserve,
5.45%,
6/15/34 (1)
1,020,000
1,004
Healthcare
Realty
Holdings,
3.625%,
1/15/28
1,075,000
991
Healthpeak
OP,
2.125%,
12/1/28
655,000
578
Healthpeak
OP,
2.875%,
1/15/31
360,000
309
High
Street
Funding
Trust
I,
4.111%,
2/15/28 (1)
1,800,000
1,700
HSBC
Bank
USA,
5.875%,
11/1/34
950,000
993
HSBC
Holdings,
VR,
5.719%,
3/4/35 (4)(8)
1,145,000
1,152
HSBC
Holdings,
VR,
7.399%,
11/13/34 (8)
1,445,000
1,557
Humana,
2.15%,
2/3/32
1,145,000
912
Humana,
3.70%,
3/23/29
1,120,000
1,046
Humana,
5.95%,
3/15/34
830,000
850
Hyundai
Capital
America,
2.00%,
6/15/28 (1)(4)
2,435,000
2,146
Hyundai
Capital
America,
5.35%,
3/19/29 (1)
240,000
239
Hyundai
Capital
America,
6.50%,
1/16/29 (1)
420,000
439
Iberdrola
International,
6.75%,
9/15/33
1,000,000
1,043
Icon
Investments
Six,
5.849%,
5/8/29
290,000
294
Illinois
Tool
Works,
3.90%,
9/1/42 (4)
1,200,000
996
Ingersoll
Rand,
5.176%,
6/15/29
3,515,000
3,509
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Intercontinental
Exchange,
5.25%,
6/15/31
1,500,000
1,508
IQVIA,
6.25%,
2/1/29
730,000
751
Jackson
National
Life
Global
Funding,
1.75%,
1/12/25 (1)
3,430,000
3,354
JDE
Peet's
,
1.375%,
1/15/27 (1)
2,240,000
2,025
John
Deere
Capital,
2.125%,
3/7/25
1,955,000
1,913
John
Deere
Capital,
4.50%,
1/8/27
1,330,000
1,315
JPMorgan
Chase,
VR,
2.956%,
5/13/31 (8)
3,820,000
3,340
JPMorgan
Chase,
VR,
5.299%,
7/24/29 (8)
3,125,000
3,137
Kilroy
Realty,
3.45%,
12/15/24
1,350,000
1,333
Kilroy
Realty,
4.375%,
10/1/25
480,000
470
L3Harris
Technologies,
3.832%,
4/27/25
570,000
561
Liberty
Mutual
Group,
4.85%,
8/1/44 (1)
1,700,000
1,470
Lloyds
Banking
Group,
VR,
5.462%,
1/5/28 (8)
1,015,000
1,013
MassMutual
Global
Funding
II,
5.10%,
4/9/27 (1)
2,340,000
2,342
Mayo
Clinic,
Series 2013,
4.00%,
11/15/47
1,500,000
1,246
McDonald's,
1.45%,
9/1/25
940,000
899
MedStar
Health,
Series 20A,
3.626%,
8/15/49
905,000
676
Microchip
Technology,
5.05%,
3/15/29
805,000
796
Micron
Technology,
4.185%,
2/15/27
880,000
856
Mid-Atlantic
Interstate
Transmission,
4.10%,
5/15/28 (1)
2,640,000
2,540
Mississippi
Power,
3.95%,
3/30/28
1,435,000
1,380
Mitsubishi
UFJ
Financial
Group,
2.193%,
2/25/25
2,200,000
2,151
Mohawk
Industries,
5.85%,
9/18/28
1,385,000
1,411
Mondelez
International,
4.75%,
2/20/29
2,970,000
2,934
Moody's,
2.00%,
8/19/31 (4)
2,195,000
1,785
Morgan
Stanley,
4.30%,
1/27/45
1,150,000
980
Morgan
Stanley,
6.25%,
8/9/26
755,000
768
Morgan
Stanley,
VR,
3.217%,
4/22/42 (8)
1,445,000
1,077
Morgan
Stanley,
VR,
5.656%,
4/18/30 (8)
3,540,000
3,606
Motorola
Solutions,
5.00%,
4/15/29
800,000
794
National
Bank
of
Canada,
5.60%,
12/18/28
2,560,000
2,583
NextEra
Energy
Capital
Holdings,
2.44%,
1/15/32
1,895,000
1,563
NextEra
Energy
Capital
Holdings,
5.749%,
9/1/25
680,000
682
NiSource,
3.49%,
5/15/27
1,730,000
1,652
NiSource,
3.95%,
3/30/48
1,775,000
1,347
Nucor,
2.70%,
6/1/30
455,000
400
Nucor,
3.95%,
5/1/28
1,996,000
1,907
Nutrien
,
4.00%,
12/15/26
830,000
801
Omnicom
Group,
3.60%,
4/15/26
830,000
803
O'Reilly
Automotive,
3.60%,
9/1/27
1,825,000
1,737
O'Reilly
Automotive,
5.75%,
11/20/26
390,000
393
Owens
Corning,
5.70%,
6/15/34
995,000
1,001
PACCAR
Financial,
0.90%,
11/8/24
2,875,000
2,829
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
PACCAR
Financial,
5.00%,
5/13/27
2,885,000
2,891
Pacific
Gas
&
Electric,
2.10%,
8/1/27
1,340,000
1,209
Packaging
Corp.
of
America,
3.65%,
9/15/24
785,000
781
PayPal
Holdings,
2.40%,
10/1/24
2,720,000
2,697
Perrigo
Finance
Unlimited,
5.15%,
6/15/30
1,510,000
1,389
Pioneer
Natural
Resources,
1.125%,
1/15/26
755,000
707
PPL
Capital
Funding,
3.10%,
5/15/26
2,200,000
2,113
Principal
Financial
Group,
3.40%,
5/15/25
2,460,000
2,413
Public
Storage
Operating,
1.95%,
11/9/28
1,210,000
1,066
Realty
Income,
3.10%,
12/15/29
2,130,000
1,917
Realty
Income,
3.95%,
8/15/27
1,490,000
1,436
RELX
Capital,
3.00%,
5/22/30 (4)
945,000
848
Republic
Services,
3.375%,
11/15/27
1,045,000
990
Republic
Services,
5.00%,
12/15/33
2,235,000
2,185
RGA
Global
Funding,
5.448%,
5/24/29 (1)
1,630,000
1,637
Rogers
Communications,
3.625%,
12/15/25
610,000
592
Rogers
Communications,
4.50%,
3/15/42
2,935,000
2,467
Roper
Technologies,
2.95%,
9/15/29
380,000
342
Roper
Technologies,
3.80%,
12/15/26
1,085,000
1,049
Ross
Stores,
1.875%,
4/15/31
450,000
368
Sabine
Pass
Liquefaction,
4.20%,
3/15/28
1,335,000
1,287
Sabine
Pass
Liquefaction,
4.50%,
5/15/30
560,000
537
Santander
Holdings
USA,
VR,
2.49%,
1/6/28 (8)
1,365,000
1,257
Santander
Holdings
USA,
VR,
6.342%,
5/31/35 (8)
725,000
728
Santander
U.K.
Group
Holdings,
VR,
2.469%,
1/11/28 (8)
1,605,000
1,481
SBA
Tower
Trust,
2.836%,
1/15/25 (1)
1,135,000
1,115
Sempra,
3.30%,
4/1/25
835,000
820
Simon
Property
Group,
2.65%,
2/1/32
1,810,000
1,512
Simon
Property
Group,
3.80%,
7/15/50
1,865,000
1,382
Skandinaviska
Enskilda
Banken
,
5.125%,
3/5/27 (1)
2,800,000
2,796
Solventum
,
5.40%,
3/1/29 (1)
1,660,000
1,652
Southern,
5.70%,
3/15/34
1,540,000
1,561
Southern
California
Edison,
5.15%,
6/1/29
2,775,000
2,775
Spectra
Energy
Partners,
3.375%,
10/15/26
480,000
461
Standard
Chartered,
VR,
1.822%,
11/23/25 (1)(8)
2,005,000
1,972
Standard
Chartered,
VR,
2.608%,
1/12/28 (1)(8)
1,000,000
925
Standard
Chartered,
VR,
5.688%,
5/14/28 (1)(8)
640,000
636
T-Mobile
USA,
5.75%,
1/15/34
1,860,000
1,910
Tampa
Electric,
6.15%,
5/15/37
1,000,000
1,031
Teachers
Insurance
&
Annuity
Assn.
of
America,
4.90%,
9/15/44 (1)
1,800,000
1,594
Texas
Instruments,
1.375%,
3/12/25 (4)
650,000
632
Thomson
Reuters,
3.35%,
5/15/26
405,000
390
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Time
Warner
Cable,
6.55%,
5/1/37
450,000
426
Time
Warner
Cable,
6.75%,
6/15/39
530,000
511
TJX,
1.60%,
5/15/31
375,000
302
Toronto-Dominion
Bank,
4.994%,
4/5/29
2,795,000
2,771
TotalEnergies
Capital
International,
2.986%,
6/29/41
2,630,000
1,900
Toyota
Motor
Credit,
4.80%,
1/5/26
2,935,000
2,920
Transcontinental
Gas
Pipe
Line,
4.60%,
3/15/48
1,645,000
1,415
Transurban
Finance,
2.45%,
3/16/31 (1)
1,445,000
1,203
Transurban
Finance,
3.375%,
3/22/27 (1)
395,000
374
Transurban
Finance,
4.125%,
2/2/26 (1)
335,000
326
Travelers,
6.25%,
6/15/37
750,000
806
Trinity
Health,
4.125%,
12/1/45
725,000
606
UBS
Group,
VR,
2.593%,
9/11/25 (1)(8)
2,095,000
2,080
United
Airlines
PTT,
Series 2019-1,
Class
AA,
4.15%,
8/25/31
890,349
828
UnitedHealth
Group,
3.75%,
7/15/25
645,000
635
UnitedHealth
Group,
4.70%,
4/15/29
3,125,000
3,096
Verizon
Communications,
2.10%,
3/22/28
460,000
413
Verizon
Communications,
2.65%,
11/20/40
2,470,000
1,700
Verizon
Communications,
4.00%,
3/22/50
2,000,000
1,576
VMware,
1.40%,
8/15/26
3,125,000
2,873
Vodafone
Group,
4.25%,
9/17/50
775,000
612
Vodafone
Group,
4.875%,
6/19/49
2,045,000
1,793
Volkswagen
Group
of
America
Finance,
3.35%,
5/13/25 (1)(4)
1,395,000
1,368
Volkswagen
Group
of
America
Finance,
6.45%,
11/16/30 (1)
2,015,000
2,115
Vulcan
Materials,
4.50%,
6/15/47
590,000
488
Walt
Disney,
3.70%,
10/15/25
525,000
516
Warnermedia
Holdings,
5.05%,
3/15/42
1,570,000
1,271
Waste
Connections,
3.20%,
6/1/32
2,315,000
2,009
Weibo,
3.50%,
7/5/24
1,390,000
1,392
Wells
Fargo,
VR,
2.393%,
6/2/28 (8)
3,915,000
3,611
Wells
Fargo,
VR,
3.068%,
4/30/41 (8)
3,995,000
2,929
Wells
Fargo,
VR,
6.303%,
10/23/29 (8)
905,000
938
Westpac
New
Zealand,
5.195%,
2/28/29 (1)
1,855,000
1,852
Williams,
5.10%,
9/15/45
1,735,000
1,575
Willis
North
America,
4.50%,
9/15/28
1,370,000
1,326
Woodside
Finance,
3.70%,
9/15/26 (1)
738,000
710
Woodside
Finance,
3.70%,
3/15/28 (1)
1,187,000
1,117
Workday,
3.70%,
4/1/29
750,000
702
WP
Carey,
3.85%,
7/15/29
1,470,000
1,368
WPP
Finance
2010,
3.75%,
9/19/24
1,310,000
1,302
Total
Corporate
Bonds
(Cost
$409,199)
379,609
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
EQUITY
MUTUAL
FUNDS
4.2%
T.
Rowe
Price
Real
Assets
Fund
-
I
Class (2)
13,700,128
195,364
Total
Equity
Mutual
Funds
(Cost
$170,665)
195,364
FOREIGN
GOVERNMENT
OBLIGATIONS
&
MUNICIPALITIES
0.4%
Autoridad
del
Canal
de
Panama,
4.95%,
7/29/35 (1)
510,000
469
Corp
Nacional
del
Cobre
de
Chile,
3.00%,
9/30/29 (1)
2,645,000
2,348
Province
of
Alberta
Canada,
4.50%,
1/24/34
2,760,000
2,689
Province
of
British
Columbia
Canada,
4.20%,
7/6/33
2,648,000
2,525
Province
of
Manitoba
Canada,
4.30%,
7/27/33
2,595,000
2,506
Republic
of
Panama,
3.298%,
1/19/33
2,100,000
1,635
Republic
of
Poland,
3.25%,
4/6/26
1,030,000
1,000
United
Mexican
States,
2.659%,
5/24/31
3,439,000
2,830
United
Mexican
States,
3.50%,
2/12/34
2,315,000
1,887
Total
Foreign
Government
Obligations
&
Municipalities
(Cost
$19,934)
17,889
MUNICIPAL
SECURITIES
0.8%
California
0.2%
Bay
Area
Toll
Auth.,
Series S-10,
3.176%,
4/1/41
2,900,000
2,294
California,
Build
America,
GO,
7.625%,
3/1/40
2,200,000
2,609
Inland
Valley
Dev.
Agency,
Tax
Allocation,
Series B,
5.50%,
3/1/33 (10)
695,000
695
Los
Angeles
Airport,
Series C,
Build
America,
7.053%,
5/15/40
1,000,000
1,156
Univ.
of
California
Regents,
Series J,
4.131%,
5/15/45
365,000
326
7,080
Georgia
0.1%
Fulton
County,
Build
America,
GO,
5.148%,
7/1/39
2,665,000
2,620
2,620
Illinois
0.0%
Chicago
O'Hare
Int'l
Airport,
Series B,
Build
America,
6.395%,
1/1/40
755,000
812
Chicago
O'Hare
Int'l
Airport,
Senior
Lien,
Series D,
2.346%,
1/1/30
975,000
857
Illinois
Toll
Highway
Auth.,
Series A,
Build
America,
6.184%,
1/1/34
470,000
492
Metropolitan
Water
Reclamation
Dist.
of
Greater
Chicago,
Build
America,
GO,
5.72%,
12/1/38
500,000
513
2,674
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Maryland
0.1%
Maryland
HHEFA,
Univ.
of
Maryland
Medical
System,
Series B,
4.665%,
7/1/36
1,800,000
1,739
1,739
Michigan
0.1%
Detroit
City
School
Dist.,
Qualified
School
Construction
Bonds,
GO,
6.645%,
5/1/29
2,000,000
2,122
2,122
New
Jersey
0.0%
New
Jersey
Turnpike
Auth.,
Series F,
Build
America,
7.414%,
1/1/40
415,000
487
487
New
York
0.0%
Metropolitan
Transportation
Auth.,
Build
America,
7.336%,
11/15/39
240,000
284
Metropolitan
Transportation
Auth.,
Series A-1,
Build
America,
5.871%,
11/15/39
700,000
721
New
York
City
Transitional
Fin.
Auth.
Future
Tax
Secured
Revenue,
Build
America,
5.508%,
8/1/37
950,000
946
New
York
City
Water
&
Sewer
System,
Build
America,
6.011%,
6/15/42
245,000
255
New
York
State
Dormitory
Auth.,
Series F,
Build
America,
5.628%,
3/15/39
1,300,000
1,318
Port
Auth.
of
New
York
&
New
Jersey,
3.139%,
2/15/51
800,000
591
Port
Auth.
of
New
York
&
New
Jersey,
Series 182,
5.31%,
8/1/46
1,400,000
1,394
5,509
Ohio
0.0%
JobsOhio
Beverage
System,
Liquid
Profits,
Series B,
3.985%,
1/1/29
1,040,000
1,015
1,015
Pennsylvania
0.0%
Philadelphia
Auth.
for
IDA,
3.964%,
4/15/26
405,000
398
398
South
Carolina
0.1%
South
Carolina
Public
Service
Auth.,
Series C,
5.784%,
12/1/41
2,000,000
2,000
2,000
Texas
0.0%
Central
Texas
Turnpike
System,
Series C,
3.029%,
8/15/41
1,820,000
1,381
Dallas/Fort
Worth
Int'l
Airport,
Series A,
2.994%,
11/1/38
1,155,000
965
Tarrant
County
Cultural
Ed.
Fac.
Fin.,
Series A,
4.366%,
11/15/47
1,200,000
1,034
Texas
Private
Activity
Bond
Surface
Transportation,
North
Tarrant
Express,
Series B,
3.922%,
12/31/49
1,900,000
1,559
4,939
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Utah
0.0%
Utah
Transit
Auth.,
Series B,
Build
America,
5.937%,
6/15/39
900,000
942
942
Virginia
0.1%
Univ.
of
Virginia,
Series B,
2.584%,
11/1/51
3,675,000
2,332
Virginia
Public
Building
Auth.,
Series B-2,
Build
America,
5.90%,
8/1/30
695,000
712
3,044
Wisconsin
0.1%
PFA,
Bayhealth
Medical
Center,
Series B,
3.405%,
7/1/51
2,910,000
2,077
2,077
Total
Municipal
Securities
(Cost
$40,686)
36,646
NON-U.S.
GOVERNMENT
MORTGAGE-BACKED
SECURITIES
2.1%
Angel
Oak
Mortgage
Trust,
Series 2020-6,
Class
A2,
CMO,
ARM,
1.518%,
5/25/65 (1)
241,312
215
Angel
Oak
Mortgage
Trust,
Series 2021-1,
Class
A1,
CMO,
ARM,
0.909%,
1/25/66 (1)
844,878
713
Angel
Oak
Mortgage
Trust,
Series 2021-2,
Class
A1,
CMO,
ARM,
0.985%,
4/25/66 (1)
862,723
716
Angel
Oak
Mortgage
Trust,
Series 2023-3,
Class
A1,
CMO,
STEP,
4.80%,
9/26/67 (1)
1,850,283
1,810
Barclays
Mortgage
Loan
Trust,
Series 2021-NQM1,
Class
A3,
CMO,
ARM,
2.189%,
9/25/51 (1)
865,101
754
BBCMS
Mortgage
Trust,
Series 2019-BWAY,
Class
D,
ARM,
1M
TSFR
+
2.274%,
7.603%,
11/15/34 (1)
605,000
12
BBCMS
Mortgage
Trust,
Series 2024-5C27,
Class
A3,
6.014%,
7/15/57
285,000
293
BIG
Commercial
Mortgage
Trust,
Series 2022-BIG,
Class
A,
ARM,
1M
TSFR
+
1.342%,
6.671%,
2/15/39 (1)
3,254,374
3,210
BMO
Mortgage
Trust,
Series 2024-5C4,
Class
A3,
ARM,
6.526%,
5/15/57
455,000
476
BMO
Mortgage
Trust,
Series 2024-C9,
Class
A5,
5.759%,
7/15/57
3,295,000
3,394
BWAY
Mortgage
Trust,
Series 2022-26BW,
Class
A,
3.402%,
2/10/44 (1)
2,025,000
1,607
Cantor
Commercial
Real
Estate
Lending,
Series 2019-CF1,
Class
65A,
ARM,
4.411%,
5/15/52 (1)
800,000
526
Chase
Home
Lending
Mortgage
Trust,
Series 2023-RPL1,
Class
A1,
CMO,
ARM,
3.50%,
6/25/62 (1)
2,721,608
2,445
Citigroup
Mortgage
Loan
Trust,
Series 2020-EXP2,
Class
A3,
CMO,
ARM,
2.50%,
8/25/50 (1)
825,989
689
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Cold
Storage
Trust,
Series 2020-ICE5,
Class
A,
ARM,
1M
TSFR
+
1.014%,
6.341%,
11/15/37 (1)
678,263
676
Cold
Storage
Trust,
Series 2020-ICE5,
Class
B,
ARM,
1M
TSFR
+
1.414%,
6.741%,
11/15/37 (1)
2,118,345
2,110
Commercial
Mortgage
Trust,
Series 2015-LC21,
Class
A4,
3.708%,
7/10/48
3,700,000
3,624
Commercial
Mortgage
Trust,
Series 2017-PANW,
Class
A,
3.244%,
10/10/29 (1)
2,160,000
1,989
Connecticut
Avenue
Securities
Trust,
Series 2023-R04,
Class
1M1,
CMO,
ARM,
SOFR30A
+
2.30%,
7.635%,
5/25/43 (1)
2,087,024
2,145
Connecticut
Avenue
Securities
Trust,
Series 2024-R04,
Class
1A1,
CMO,
ARM,
SOFR30A
+
1.00%,
6.324%,
5/25/44 (1)
651,709
653
Cross
Mortgage
Trust,
Series 2024-H4,
Class
A1,
CMO,
STEP,
6.147%,
7/25/69 (1)
390,000
390
Ellington
Financial
Mortgage
Trust,
Series 2019-2,
Class
A3,
CMO,
ARM,
3.046%,
11/25/59 (1)
148,169
140
Ellington
Financial
Mortgage
Trust,
Series 2020-2,
Class
A1,
CMO,
ARM,
1.178%,
10/25/65 (1)
630,877
565
Ellington
Financial
Mortgage
Trust,
Series 2021-2,
Class
A1,
CMO,
ARM,
0.931%,
6/25/66 (1)
512,482
418
Extended
Stay
America
Trust,
Series 2021-ESH,
Class
B,
ARM,
1M
TSFR
+
1.494%,
6.823%,
7/15/38 (1)
1,112,048
1,108
Federal
Home
Loan
Mortgage
Multifamily
Structured
PTC,
Series K057,
Class
A1,
2.206%,
6/25/25
353,963
350
Federal
Home
Loan
Mortgage
Multifamily
Structured
PTC,
Series K068,
Class
A1,
2.952%,
2/25/27
577,756
561
Federal
Home
Loan
Mortgage
Multifamily
Structured
PTC,
Series K137,
Class
A2,
ARM,
2.347%,
11/25/31
10,510,000
8,928
Federal
Home
Loan
Mortgage
Multifamily
Structured
PTC,
Series K-150,
Class
A2,
ARM,
3.71%,
9/25/32
4,580,000
4,240
Federal
Home
Loan
Mortgage
Multifamily
Structured
PTC,
Series K-156,
Class
A2,
ARM,
4.43%,
2/25/33
3,645,000
3,548
Federal
Home
Loan
Mortgage
Multifamily
Structured
PTC,
Series K753,
Class
A2,
4.40%,
10/25/30
6,100,000
5,966
Flagstar
Mortgage
Trust,
Series 2021-5INV,
Class
A2,
CMO,
ARM,
2.50%,
7/25/51 (1)
2,266,761
1,800
Galton
Funding
Mortgage
Trust,
Series 2018-1,
Class
A23,
CMO,
ARM,
3.50%,
11/25/57 (1)
74,953
66
GS
Mortgage
Securities
Trust,
Series 2015-GC32,
Class
A4,
3.764%,
7/10/48
950,000
929
GS
Mortgage
Securities
Trust,
Series 2018-GS9,
Class
A4,
ARM,
3.992%,
3/10/51
1,250,000
1,160
GS
Mortgage-Backed
Securities
Trust,
Series 2020-INV1,
Class
A14,
CMO,
ARM,
2.921%,
10/25/50 (1)
272,978
227
JPMorgan
Barclays
Bank
Commercial
Mortgage
Securities
Trust,
Series 2015-C31,
Class
A3,
3.801%,
8/15/48
2,023,395
1,975
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
JPMorgan
Chase
Commercial
Mortgage
Securities
Trust,
Series 2020-609M,
Class
A,
ARM,
1M
TSFR
+
1.734%,
7.063%,
10/15/33 (1)
2,510,000
2,398
JPMorgan
Chase
Commercial
Mortgage
Securities
Trust,
Series 2022-OPO,
Class
B,
3.377%,
1/5/39 (1)
760,000
634
JPMorgan
Mortgage
Trust,
Series 2019-INV3,
Class
A15,
CMO,
ARM,
3.50%,
5/25/50 (1)
508,354
450
JPMorgan
Mortgage
Trust,
Series 2019-INV3,
Class
A3,
CMO,
ARM,
3.50%,
5/25/50 (1)
588,926
522
MHC
Commercial
Mortgage
Trust,
Series 2021-MHC,
Class
B,
ARM,
1M
TSFR
+
1.215%,
6.544%,
4/15/38 (1)
3,015,762
2,982
Morgan
Stanley
Bank
of
America
Merrill
Lynch
Trust,
Series 2014-C17,
Class
B,
ARM,
4.464%,
8/15/47
1,529,930
1,521
Morgan
Stanley
Bank
of
America
Merrill
Lynch
Trust,
Series 2015-C24,
Class
AS,
ARM,
4.036%,
5/15/48
1,375,000
1,299
Morgan
Stanley
Bank
of
America
Merrill
Lynch
Trust,
Series 2015-C27,
Class
AS,
4.068%,
12/15/47
2,775,000
2,645
Morgan
Stanley
Capital
I
Trust,
Series 2014-150E,
Class
A,
3.912%,
9/9/32 (1)
2,140,000
1,862
Morgan
Stanley
Residential
Mortgage
Loan
Trust,
Series 2021-
2,
Class
A9,
CMO,
ARM,
2.50%,
5/25/51 (1)
460,495
361
Morgan
Stanley
Residential
Mortgage
Loan
Trust,
Series 2023-
NQM1,
Class
A2,
CMO,
STEP,
7.53%,
9/25/68 (1)
394,238
401
Morgan
Stanley
Residential
Mortgage
Loan
Trust,
Series 2024-
NQM2,
Class
A1,
CMO,
STEP,
6.386%,
5/25/69 (1)
949,077
955
New
Residential
Mortgage
Loan
Trust,
Series 2022-INV1,
Class
A4,
CMO,
ARM,
3.00%,
3/25/52 (1)
1,678,734
1,371
OBX
Trust,
Series 2019-EXP3,
Class
1A9,
CMO,
ARM,
3.50%,
10/25/59 (1)
145,327
129
OBX
Trust,
Series 2019-EXP3,
Class
2A2,
CMO,
ARM,
1M
TSFR
+
1.214%,
6.56%,
10/25/59 (1)
51,143
51
OBX
Trust,
Series 2023-NQM9,
Class
A2,
CMO,
STEP,
7.513%,
10/25/63 (1)
100,630
102
OBX
Trust,
Series 2024-NQM7,
Class
A1,
CMO,
STEP,
6.243%,
3/25/64 (1)
1,938,104
1,946
OBX
Trust,
Series 2024-NQM9,
Class
A1,
CMO,
STEP,
6.03%,
1/25/64 (1)
2,735,000
2,735
Provident
Funding
Mortgage
Trust,
Series 2019-1,
Class
B1,
CMO,
ARM,
3.189%,
12/25/49 (1)
1,239,254
1,024
PSMC
Trust,
Series 2021-2,
Class
A3,
CMO,
ARM,
2.50%,
5/25/51 (1)
1,866,533
1,624
SDR
Commercial
Mortgage
Trust,
Series 2024-DSNY,
Class
A,
ARM,
1M
TSFR
+
1.392%,
6.72%,
5/15/39 (1)
1,060,000
1,055
Sequoia
Mortgage
Trust,
Series 2018-CH2,
Class
A3,
CMO,
ARM,
4.00%,
6/25/48 (1)
155,189
142
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
SFO
Commercial
Mortgage
Trust,
Series 2021-555,
Class
B,
ARM,
1M
TSFR
+
1.614%,
6.943%,
5/15/38 (1)
1,560,000
1,435
SG
Residential
Mortgage
Trust,
Series 2019-3,
Class
A1,
CMO,
ARM,
2.703%,
9/25/59 (1)
12,139
12
Starwood
Mortgage
Residential
Trust,
Series 2019-INV1,
Class
A3,
CMO,
ARM,
2.916%,
9/27/49 (1)
516,665
502
Starwood
Mortgage
Residential
Trust,
Series 2020-INV1,
Class
A1,
CMO,
ARM,
1.027%,
11/25/55 (1)
261,044
242
Structured
Agency
Credit
Risk
Debt
Notes,
Series 2021-
DNA7,
Class
M1,
CMO,
ARM,
SOFR30A
+
0.85%,
6.185%,
11/25/41 (1)
1,050,495
1,050
Structured
Agency
Credit
Risk
Debt
Notes,
Series 2024-DNA2,
Class
A1,
CMO,
ARM,
SOFR30A
+
1.25%,
6.585%,
5/25/44 (1)
971,259
975
Structured
Agency
Credit
Risk
Debt
Notes,
Series 2024-HQA1,
Class
A1,
CMO,
ARM,
SOFR30A
+
1.25%,
6.585%,
3/25/44 (1)
2,349,141
2,356
Towd
Point
Mortgage
Trust,
Series 2018-1,
Class
A1,
CMO,
ARM,
3.00%,
1/25/58 (1)
96,335
94
Towd
Point
Mortgage
Trust,
Series 2024-1,
Class
A1,
CMO,
ARM,
4.374%,
3/25/64 (1)
2,396,638
2,389
TX
Trust,
Series 2024-HOU,
Class
A,
ARM,
1M
TSFR
+
1.591%,
6.91%,
6/15/39 (1)
170,000
168
Verus
Securitization
Trust,
Series 2019-4,
Class
A1,
CMO,
STEP,
3.642%,
11/25/59 (1)
204,591
199
Verus
Securitization
Trust,
Series 2019-INV3,
Class
A1,
CMO,
ARM,
3.692%,
11/25/59 (1)
384,830
374
Verus
Securitization
Trust,
Series 2021-1,
Class
A1,
CMO,
ARM,
0.815%,
1/25/66 (1)
388,784
342
Verus
Securitization
Trust,
Series 2023-INV1,
Class
A1,
CMO,
STEP,
5.999%,
2/25/68 (1)
1,006,840
1,001
Verus
Securitization
Trust,
Series 2024-INV1,
Class
A2,
CMO,
STEP,
6.318%,
3/25/69 (1)
1,467,699
1,466
Total
Non-U.S.
Government
Mortgage-Backed
Securities
(Cost
$105,183)
99,242
PREFERRED
STOCKS
0.1%
CONSUMER
DISCRETIONARY
0.1%
Automobiles
0.1%
Dr.
Ing
.
h.c
.
F.
Porsche
(EUR)
47,229
3,514
Total
Consumer
Discretionary
3,514
Total
Preferred
Stocks
(Cost
$4,035)
3,514
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
U.S.
GOVERNMENT
&
AGENCY
MORTGAGE-BACKED
SECURITIES
7.5%
U.S.
Government
Agency
Obligations
5.8%
Federal
Home
Loan
Mortgage
2.50%,
5/1/30
560,436
529
3.00%,
1/1/29
-
8/1/43
2,876,565
2,551
3.50%,
3/1/42
-
3/1/46
4,708,520
4,290
4.00%,
9/1/40
-
6/1/42
1,450,840
1,369
4.50%,
6/1/39
-
5/1/42
852,616
830
5.00%,
12/1/35
-
8/1/40
388,453
385
5.50%,
1/1/38
-
12/1/39
123,604
124
6.00%,
2/1/28
-
8/1/38
13,667
14
6.50%,
8/1/32
5,601
6
7.00%,
6/1/32
10,872
11
Federal
Home
Loan
Mortgage,
ARM
1Y
CMT
+
2.25%,
6.34%,
10/1/36
2,967
3
RFUCCT1Y
+
1.726%,
6.012%,
7/1/35
14,370
15
RFUCCT1Y
+
1.75%,
6.125%,
2/1/35
12,261
12
RFUCCT1Y
+
1.917%,
6.291%,
2/1/37
12,488
13
RFUCCT1Y
+
1.944%,
6.204%,
12/1/36
31,042
31
RFUCCT1Y
+
2.031%,
6.276%,
11/1/36
19,916
20
Federal
Home
Loan
Mortgage,
UMBS
1.50%,
2/1/36
760,102
654
2.00%,
8/1/36
-
5/1/52
21,388,418
17,069
2.50%,
3/1/42
-
5/1/52
26,745,822
22,045
3.00%,
11/1/34
-
9/1/52
6,239,178
5,353
3.50%,
6/1/33
225,790
217
4.00%,
12/1/49
-
2/1/50
1,641,792
1,520
4.50%,
9/1/37
-
11/1/52
2,952,196
2,787
5.00%,
10/1/51
-
5/1/53
3,241,503
3,141
5.50%,
8/1/53
-
2/1/54
3,009,790
2,975
6.50%,
1/1/54
320,550
327
Federal
National
Mortgage
Assn.
3.50%,
6/1/42
-
1/1/44
1,978,214
1,811
4.00%,
11/1/40
565,276
537
4.50%,
7/1/40
409,608
390
Federal
National
Mortgage
Assn.,
ARM
RFUCCT1Y
+
1.553%,
5.803%,
7/1/35
8,479
8
RFUCCT1Y
+
1.855%,
6.105%,
1/1/37
2,698
3
Federal
National
Mortgage
Assn.,
UMBS
1.50%,
4/1/37
-
1/1/42
7,181,643
6,033
2.00%,
5/1/36
-
5/1/52
69,078,426
55,580
2.50%,
10/1/31
-
5/1/52
35,420,622
29,620
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
3.00%,
1/1/27
-
3/1/52
27,863,217
24,627
3.50%,
11/1/26
-
1/1/52
16,328,305
14,858
4.00%,
11/1/40
-
9/1/52
12,365,259
11,531
4.50%,
4/1/37
-
7/1/53
10,379,393
9,907
5.00%,
2/1/34
-
7/1/53
4,545,936
4,427
5.50%,
2/1/35
-
2/1/54
9,819,614
9,729
6.00%,
3/1/28
-
6/1/54
13,299,696
13,420
6.50%,
1/1/28
-
1/1/54
2,590,624
2,649
7.00%,
9/1/25
-
4/1/32
13,500
13
7.50%,
9/1/26
56
—
8.00%,
8/1/24
-
7/1/26
69
—
UMBS,
TBA (11)
3.50%,
7/1/54
3,425,000
3,031
5.00%,
7/1/54
5,680,000
5,489
5.50%,
7/1/54
655,000
646
6.00%,
7/1/54
3,515,000
3,525
6.50%,
7/1/54
3,110,000
3,165
267,290
U.S.
Government
Obligations
1.7%
Government
National
Mortgage
Assn.
1.50%,
12/20/36
-
5/20/37
781,435
664
2.00%,
1/1/51
-
3/20/52
18,053,781
14,618
2.50%,
8/20/50
-
1/20/52
18,555,996
15,599
3.00%,
9/15/42
-
6/20/52
14,133,009
12,369
3.50%,
9/15/41
-
1/20/49
8,922,556
8,140
4.00%,
2/15/41
-
10/20/52
8,695,425
8,106
4.50%,
6/15/39
-
4/1/53
6,045,967
5,809
5.00%,
12/20/34
-
6/20/49
3,919,229
3,888
5.50%,
2/20/34
-
3/20/49
1,180,622
1,195
6.00%,
8/20/34
-
4/15/36
48,339
50
6.50%,
3/15/26
143
—
7.50%,
9/15/25
-
9/15/26
1,096
—
8.00%,
11/15/24
-
11/15/25
1,794
2
8.50%,
6/20/25
-
6/20/26
920
1
Government
National
Mortgage
Assn.,
CMO
3.00%,
11/20/47
-
12/20/47
131,347
117
3.50%,
10/20/50
1,010,000
828
Government
National
Mortgage
Assn.,
TBA (11)
2.50%,
7/20/54
1,305,000
1,097
5.00%,
7/20/54
650,000
633
5.50%,
7/20/54
3,370,000
3,343
6.00%,
7/20/54
1,310,000
1,315
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
6.50%,
7/20/54
2,150,000
2,181
79,955
Total
U.S.
Government
&
Agency
Mortgage-Backed
Securities
(Cost
$376,945)
347,245
U.S.
GOVERNMENT
AGENCY
OBLIGATIONS
(EXCLUDING
MORTGAGE-BACKED)
7.9%
U.S.
Treasury
Obligations
7.9%
U.S.
Treasury
Bonds,
1.125%,
5/15/40
1,715,000
1,054
U.S.
Treasury
Bonds,
1.375%,
8/15/50
2,415,000
1,235
U.S.
Treasury
Bonds,
1.75%,
8/15/41
4,815,000
3,179
U.S.
Treasury
Bonds,
1.875%,
2/15/51
8,550,000
4,991
U.S.
Treasury
Bonds,
2.00%,
2/15/50
24,845,000
15,086
U.S.
Treasury
Bonds,
2.00%,
8/15/51
6,795,000
4,081
U.S.
Treasury
Bonds,
2.25%,
2/15/52
4,225,000
2,691
U.S.
Treasury
Bonds,
2.375%,
5/15/51
3,665,000
2,413
U.S.
Treasury
Bonds,
2.50%,
2/15/46
2,975,000
2,096
U.S.
Treasury
Bonds,
2.75%,
8/15/47
16,080,000
11,713
U.S.
Treasury
Bonds,
2.875%,
8/15/45
4,185,000
3,177
U.S.
Treasury
Bonds,
3.00%,
11/15/44
3,200,000
2,498
U.S.
Treasury
Bonds,
3.00%,
5/15/45
10,640,000
8,268
U.S.
Treasury
Bonds,
3.00%,
11/15/45
11,185,000
8,658
U.S.
Treasury
Bonds,
3.00%,
2/15/47
1,150,000
881
U.S.
Treasury
Bonds,
3.00%,
2/15/48
2,000,000
1,522
U.S.
Treasury
Bonds,
3.00%,
8/15/48
3,905,000
2,963
U.S.
Treasury
Bonds,
3.00%,
8/15/52
1,565,000
1,177
U.S.
Treasury
Bonds,
3.375%,
8/15/42
1,755,000
1,482
U.S.
Treasury
Bonds,
3.625%,
2/15/53
1,320,000
1,123
U.S.
Treasury
Bonds,
3.625%,
5/15/53
15,630,000
13,303
U.S.
Treasury
Bonds,
3.875%,
2/15/43
1,500,000
1,356
U.S.
Treasury
Bonds,
3.875%,
5/15/43
4,035,000
3,641
U.S.
Treasury
Bonds,
4.00%,
11/15/52
3,985,000
3,630
U.S.
Treasury
Bonds,
4.25%,
2/15/54
4,025,000
3,833
U.S.
Treasury
Bonds,
4.50%,
2/15/44
2,925,000
2,870
U.S.
Treasury
Bonds,
4.75%,
11/15/53
9,170,000
9,481
U.S.
Treasury
Notes,
0.375%,
11/30/25
11,560,000
10,843
U.S.
Treasury
Notes,
0.625%,
5/15/30
16,700,000
13,496
U.S.
Treasury
Notes,
0.75%,
3/31/26 (12)
3,200,000
2,984
U.S.
Treasury
Notes,
0.75%,
8/31/26
5,640,000
5,187
U.S.
Treasury
Notes,
0.75%,
1/31/28
1,185,000
1,040
U.S.
Treasury
Notes,
0.875%,
6/30/26
19,210,000
17,820
U.S.
Treasury
Notes,
0.875%,
11/15/30
5,770,000
4,666
U.S.
Treasury
Notes,
1.125%,
2/15/31
7,555,000
6,177
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
U.S.
Treasury
Notes,
1.875%,
2/28/27
24,230,000
22,602
U.S.
Treasury
Notes,
1.875%,
2/15/32
7,175,000
6,023
U.S.
Treasury
Notes,
2.25%,
8/15/27
27,540,000
25,733
U.S.
Treasury
Notes,
2.75%,
8/15/32
16,360,000
14,558
U.S.
Treasury
Notes,
2.875%,
5/15/32
2,930,000
2,640
U.S.
Treasury
Notes,
3.625%,
5/31/28 (12)
29,365,000
28,530
U.S.
Treasury
Notes,
4.00%,
2/29/28
4,225,000
4,160
U.S.
Treasury
Notes,
4.00%,
6/30/28
8,590,000
8,458
U.S.
Treasury
Notes,
4.00%,
2/15/34
16,380,000
15,904
U.S.
Treasury
Notes,
4.125%,
9/30/27
8,000,000
7,910
U.S.
Treasury
Notes,
4.125%,
10/31/27
19,030,000
18,816
U.S.
Treasury
Notes,
4.25%,
2/28/29
11,945,000
11,893
U.S.
Treasury
Notes,
4.50%,
5/31/29
11,100,000
11,176
U.S.
Treasury
Notes,
4.50%,
11/15/33
6,450,000
6,510
365,528
Total
U.S.
Government
Agency
Obligations
(Excluding
Mortgage-Backed)
(Cost
$414,639)
365,528
SHORT-TERM
INVESTMENTS
1.5%
Money
Market
Funds
1.5%
T.
Rowe
Price
Treasury
Reserve
Fund,
5.37% (2)(13)
70,406,180
70,406
Total
Short-Term
Investments
(Cost
$70,406)
70,406
SECURITIES
LENDING
COLLATERAL
0.8%
INVESTMENTS
IN
A
POOLED
ACCOUNT
THROUGH
SECURITIES
LENDING
PROGRAM
WITH
JPMORGAN
CHASE
BANK 0.5%
Money
Market
Funds 0.5%
T.
Rowe
Price
Government
Reserve
Fund,
5.38% (2)(13)
24,419,484
24,419
Total
Investments
in
a
Pooled
Account
through
Securities
Lending
Program
with
JPMorgan
Chase
Bank
24,419
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
INVESTMENTS
IN
A
POOLED
ACCOUNT
THROUGH
SECURITIES
LENDING
PROGRAM
WITH
STATE
STREET
BANK
AND
TRUST
COMPANY 0.3%
Money
Market
Funds 0.3%
T.
Rowe
Price
Government
Reserve
Fund,
5.38% (2)(13)
11,665,533
11,666
Total
Investments
in
a
Pooled
Account
through
Securities
Lending
Program
with
State
Street
Bank
and
Trust
Company
11,666
Total
Securities
Lending
Collateral
(Cost
$36,085)
36,085
Total
Investments
in
Securities
101.1%
of
Net
Assets
(Cost
$3,304,319)
$
4,674,683
‡
Shares/Par
and
Notional
Amount
are
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
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
$176,712
and
represents
3.8%
of
net
assets.
(2)
Affiliated
Companies
(3)
SEC
30-day
yield
(4)
See
Note
4.
All
or
a
portion
of
this
security
is
on
loan
at
June
30,
2024.
(5)
Non-income
producing
(6)
See
Note
2.
Level
3
in
fair
value
hierarchy.
(7)
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
$2,217
and
represents
0.0%
of
net
assets.
(8)
Security
is
a
fix-to-float
security,
which
carries
a
fixed
coupon
until
a
certain
date,
upon
which
it
switches
to
a
floating
rate.
Reference
rate
and
spread
are
provided
if
the
rate
is
currently
floating.
(9)
Security
has
the
ability
to
pay
in-kind
or
pay
in
cash.
When
applicable,
separate
rates
of
such
payments
are
disclosed.
(10)
Insured
by
Assured
Guaranty
Municipal
Corporation
(11)
See
Note
4.
To-Be-Announced
purchase
commitment.
Total
value
of
such
securities
at
period-end
amounts
to
$24,425
and
represents
0.5%
of
net
assets.
.
.
.
.
.
.
.
.
.
.
(12)
At
June
30,
2024,
all
or
a
portion
of
this
security
is
pledged
as
collateral
and/
or
margin
deposit
to
cover
future
funding
obligations.
(13)
Seven-day
yield
1M
TSFR
One
month
term
SOFR
(Secured
overnight
financing
rate)
3M
TSFR
Three
month
term
SOFR
(Secured
overnight
financing
rate)
1Y
CMT
One
year
U.S.
Treasury
note
constant
maturity
ADR
American
Depositary
Receipts
ARM
Adjustable
Rate
Mortgage
(ARM);
rate
shown
is
effective
rate
at
period-end.
The
rates
for
certain
ARMs
are
not
based
on
a
published
reference
rate
and
spread
but
may
be
determined
using
a
formula
based
on
the
rates
of
the
underlying
loans.
AUD
Australian
Dollar
CAD
Canadian
Dollar
CDI
CHESS
or
CREST
Depositary
Interest
CHF
Swiss
Franc
CLO
Collateralized
Loan
Obligation
CMO
Collateralized
Mortgage
Obligation
DKK
Danish
Krone
EUR
Euro
FRN
Floating
Rate
Note
GBP
British
Pound
GO
General
Obligation
HHEFA
Health
&
Higher
Educational
Facility
Authority
HKD
Hong
Kong
Dollar
IDA
Industrial
Development
Authority/Agency
INR
Indian
Rupee
JPY
Japanese
Yen
KRW
South
Korean
Won
NOK
Norwegian
Krone
PFA
Public
Finance
Authority/Agency
PIK
Payment-in-kind
PTT
Pass-Through
Trust
REIT
A
domestic
Real
Estate
Investment
Trust
whose
distributions
pass-through
with
original
tax
character
to
the
shareholder
RFUCCT1Y
Twelve
month
Refinitiv
USD
IBOR
Consumer
Cash
Fallback
SDR
Swedish
Depository
Receipts
SEK
Swedish
Krona
SGD
Singapore
Dollar
SOFR30A
30-day
Average
SOFR
(Secured
overnight
financing
rate)
STEP
Stepped
coupon
bond
for
which
the
coupon
rate
of
interest
adjusts
on
specified
date(s);
rate
shown
is
effective
rate
at
period-end.
TBA
To-Be-Announced
TWD
Taiwan
Dollar
.
.
.
.
.
.
.
.
.
.
UMBS
Uniform
Mortgage-Backed
Securities
VR
Variable
Rate;
rate
shown
is
effective
rate
at
period-end.
The
rates
for
certain
variable
rate
securities
are
not
based
on
a
published
reference
rate
and
spread
but
are
determined
by
the
issuer
or
agent
and
based
on
current
market
conditions.
(Amounts
in
000s)
SWAPS
0.0%
Description
Notional
Amount
$
Value
Initial
$
Value
Unrealized
$
Gain/(Loss)
CENTRALLY
CLEARED
SWAPS
0.0%
Credit
Default
Swaps,
Protection
Sold
0.0%
Protection
Sold
(Relevant
Credit:
Markit
CDX.NA.IG-S41,
5
Year
Index),
Receive
1.00%
Quarterly,
Pay
upon
credit
default,
12/20/28
25,000
535
531
4
Protection
Sold
(Relevant
Credit:
Markit
CDX.NA.IG-S42,
5
Year
Index),
Receive
1.00%
Quarterly,
Pay
upon
credit
default,
6/20/29
27,500
572
592
(20)
Total
Centrally
Cleared
Credit
Default
Swaps,
Protection
Sold
(16)
Total
Centrally
Cleared
Swaps
(16)
Net
payments
(receipts)
of
variation
margin
to
date
11
Variation
margin
receivable
(payable)
on
centrally
cleared
swaps
$
(5)
FUTURES
CONTRACTS
($000s)
Expiration
Date
Notional
Amount
Value
and
Unrealized
Gain
(Loss)
Long,
547
U.S.
Treasury
Notes
five
year
contracts
9/24
58,298
$
282
Long,
31
U.S.
Treasury
Notes
ten
year
contracts
9/24
3,410
30
Long,
87
U.S.
Treasury
Notes
two
year
contracts
9/24
17,767
48
Net
payments
(receipts)
of
variation
margin
to
date
(394)
Variation
margin
receivable
(payable)
on
open
futures
contracts
$
(34)
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
Inflation
Protected
Bond
Fund
-
I
Class,
6.97%
$
—
$
179
$
1
T.
Rowe
Price
Institutional
High
Yield
Fund
-
Institutional
Class,
7.09%
—
(2,320)
6,838
T.
Rowe
Price
Limited
Duration
Inflation
Focused
Bond
Fund
-
I
Class,
6.89%
—
207
34
T.
Rowe
Price
Real
Assets
Fund
-
I
Class
—
3,348
—
T.
Rowe
Price
Government
Reserve
Fund,
5.38%
—
—
—++
T.
Rowe
Price
Treasury
Reserve
Fund,
5.37%
—
—
2,050
Totals
$
—#
$
1,414
$
8,923+
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
AFFILIATED
COMPANIES
(CONTINUED)
($000s)
Supplementary
Investment
Schedule
Affiliate
Value
12/31/23
Purchase
Cost
Sales
Cost
Value
06/30/24
T.
Rowe
Price
Inflation
Protected
Bond
Fund
-
I
Class,
6.97%
$
15
$
22,001
$
—
$
22,195
T.
Rowe
Price
Institutional
High
Yield
Fund
-
Institutional
Class,
7.09%
203,169
9,700
—
210,549
T.
Rowe
Price
Limited
Duration
Inflation
Focused
Bond
Fund
-
I
Class,
6.89%
111
10,524
—
10,842
T.
Rowe
Price
Real
Assets
Fund
-
I
Class
179,767
12,249
—
195,364
T.
Rowe
Price
Government
Reserve
Fund,
5.38%
47,322
¤
¤
36,085
T.
Rowe
Price
Treasury
Reserve
Fund,
5.37%
62,473
¤
¤
70,406
Total
$
545,441^
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
++
Excludes
earnings
on
securities
lending
collateral,
which
are
subject
to
rebates
and
fees
as
described
in
Note
4.
+
Investment
income
comprised
$8,923
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
$538,794.
T.
ROWE
PRICE
Balanced
Fund
June
30,
2024
(Unaudited)
Statement
of
Assets
and
Liabilities
($000s,
except
shares
and
per
share
amounts)
Assets
Investments
in
securities,
at
value
(cost
$3,304,319)
$
4,674,683
Receivable
for
investment
securities
sold
18,647
Interest
and
dividends
receivable
12,097
Receivable
for
shares
sold
2,916
Foreign
currency
(cost
$1,539)
1,535
Cash
21
Other
assets
5,630
Total
assets
4,715,529
Liabilities
Payable
for
investment
securities
purchased
49,686
Obligation
to
return
securities
lending
collateral
36,085
Payable
for
shares
redeemed
2,248
Investment
management
fees
payable
1,456
Due
to
affiliates
210
Variation
margin
payable
on
futures
contracts
34
Variation
margin
payable
on
centrally
cleared
swaps
5
Payable
to
directors
4
Other
liabilities
248
Total
liabilities
89,976
NET
ASSETS
$
4,625,553
T.
ROWE
PRICE
Balanced
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.
Net
Assets
Consist
of:
Total
distributable
earnings
(loss)
$
1,500,592
Paid-in
capital
applicable
to
171,574,478
shares
of
$0.01
par
value
capital
stock
outstanding;
1,000,000,000
shares
authorized
3,124,961
NET
ASSETS
$
4,625,553
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$2,588,145;
Shares
outstanding:
95,970,770)
$
26.97
I
Class
(Net
assets:
$2,037,408;
Shares
outstanding:
75,603,708)
$
26.95
T.
ROWE
PRICE
Balanced
Fund
(Unaudited)
6
Months
Ended
6/30/24
Investment
Income
(Loss)
Income
Dividend
(net
of
foreign
taxes
of
$2,001)
$
36,617
Interest
24,265
Securities
lending
104
Other
4
Total
income
60,990
Expenses
Investment
management
9,767
Shareholder
servicing
Investor
Class
$
1,909
I
Class
192
2,101
Prospectus
and
shareholder
reports
Investor
Class
19
I
Class
4
23
Custody
and
accounting
217
Legal
and
audit
43
Registration
42
Directors
7
Miscellaneous
29
Waived
/
paid
by
Price
Associates
(
1,121
)
Total
expenses
11,108
Net
investment
income
49,882
T.
ROWE
PRICE
Balanced
Fund
(Unaudited)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/24
Realized
and
Unrealized
Gain
/
Loss
–
Net
realized
gain
(loss)
Securities
161,848
Futures
(
274
)
Swaps
77
Foreign
currency
transactions
(
58
)
Net
realized
gain
161,593
Change
in
net
unrealized
gain
/
loss
Securities
143,288
Futures
(
1,439
)
Swaps
(
16
)
Other
assets
and
liabilities
denominated
in
foreign
currencies
(
281
)
Change
in
net
unrealized
gain
/
loss
141,552
Net
realized
and
unrealized
gain
/
loss
303,145
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
353,027
T.
ROWE
PRICE
Balanced
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
$
49,882
$
91,856
Net
realized
gain
161,593
138,160
Change
in
net
unrealized
gain
/
loss
141,552
459,323
Increase
in
net
assets
from
operations
353,027
689,339
Distributions
to
shareholders
Net
earnings
Investor
Class
(27,735)
(94,011)
I
Class
(23,158)
(72,647)
Decrease
in
net
assets
from
distributions
(50,893)
(166,658)
Capital
share
transactions
*
Shares
sold
Investor
Class
164,147
250,084
I
Class
155,902
180,759
Distributions
reinvested
Investor
Class
26,684
90,614
I
Class
22,209
69,982
Shares
redeemed
Investor
Class
(262,594)
(469,857)
I
Class
(162,046)
(251,684)
Decrease
in
net
assets
from
capital
share
transactions
(55,698)
(130,102)
Net
Assets
Increase
during
period
246,436
392,579
Beginning
of
period
4,379,117
3,986,538
End
of
period
$
4,625,553
$
4,379,117
*Share
information
(000s)
Shares
sold
Investor
Class
6,299
10,489
I
Class
5,964
7,582
Distributions
reinvested
Investor
Class
996
3,702
I
Class
830
2,862
Shares
redeemed
Investor
Class
(10,052)
(19,757)
I
Class
(6,179)
(10,600)
Decrease
in
shares
outstanding
(2,142)
(5,722)
T.
ROWE
PRICE
Balanced
Fund
Unaudited
NOTES
TO
FINANCIAL
STATEMENTS
T.
Rowe
Price
Balanced
Fund,
Inc. (the
fund) is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act)
as a
diversified, open-end
management
investment
company. The
fund
seeks
to
provide
capital
growth,
current
income,
and
preservation
of
capital
through
a
portfolio
of
stocks
and
fixed-
income
securities.
The
fund
has two classes
of
shares:
the
Balanced
Fund
(Investor
Class)
and
the
Balanced
Fund–I
Class
(I
Class).
I
Class
shares
require
a
$500,000
initial
investment
minimum,
although
the
minimum
generally
is
waived
or
reduced
for
financial
intermediaries,
eligible
retirement
plans,
and
certain
other
accounts. 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
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. Premiums
and
discounts
on
debt
securities
are
amortized
for
financial
reporting
purposes. Paydown
gains
and
losses
are
recorded
as
an
adjustment
to
interest
income. 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. Earnings
on
investments
recognized
as
partnerships
for
federal
income
tax
purposes
reflect
the
tax
character
of
such
earnings. 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. 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
by
each
class quarterly. 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.
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
all
classes
and
investment
income
are
allocated
to
the
classes
based
upon
the
relative
daily
net
assets
of
each
class’s
settled
shares;
realized
and
unrealized
gains
and
losses
are
allocated
based
upon
the
relative
daily
net
assets
of
each
class’s
outstanding
shares.
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.
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
and
the
last
quoted
sale
or
closing
price
for
international
securities.
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 Valuation
Designee
determines
that
developments
between
the
close
of
a
foreign
market
and
the
close
of
the
NYSE
will
affect
the
value
of
some
or
all
of
the
fund’s portfolio
securities.
Each
business
day,
the
Valuation
Designee uses
information
from
outside
pricing
services
to
evaluate
the
quoted
prices
of
portfolio
securities
and,
if
appropriate,
decide whether
it
is
necessary
to
adjust
quoted
prices
to
reflect
fair
value
by
reviewing
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 Valuation
Designee
uses
outside
pricing
services
to
provide
it
with
quoted
prices
and
information
to
evaluate
or
adjust
those
prices.
The Valuation
Designee
cannot
predict
how
often
it
will
use
quoted
prices
and
how
often
it
will
determine
it
necessary
to
adjust
those
prices
to
reflect
fair
value.
Debt
securities
generally
are
traded
in
the over-the-counter
(OTC)
market
and
are
valued
at
prices
furnished
by
independent
pricing
services
or
by
broker
dealers
who
make
markets
in
such
securities.
When
valuing
securities,
the
independent
pricing
services
consider
factors
such
as,
but
not
limited
to,
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.
Investments
in
mutual
funds
are
valued
at
the
mutual
fund’s
closing
NAV
per
share
on
the
day
of
valuation.
Futures
contracts
are
valued
at
closing
settlement
prices.
Swaps
are
valued
at
prices
furnished
by
an
independent
pricing
service
or
independent
swap
dealers.
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
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
-
DERIVATIVE
INSTRUMENTS
During
the
six
months ended
June
30,
2024,
the
fund
invested
in
derivative
instruments.
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
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Fixed
Income
Securities
1
$
—
$
1,290,956
$
—
$
1,290,956
Bond
Mutual
Funds
243,586
—
—
243,586
Common
Stocks
2,053,145
779,410
972
2,833,527
Convertible
Preferred
Stocks
—
—
1,245
1,245
Equity
Mutual
Funds
195,364
—
—
195,364
Preferred
Stocks
—
3,514
—
3,514
Short-Term
Investments
70,406
—
—
70,406
Securities
Lending
Collateral
36,085
—
—
36,085
Total
Securities
2,598,586
2,073,880
2,217
4,674,683
Swaps*
—
4
—
4
Futures
Contracts*
360
—
—
360
Total
$
2,598,946
$
2,073,884
$
2,217
$
4,675,047
Liabilities
Swaps*
$
—
$
20
$
—
$
20
1
Includes
Asset-Backed
Securities,
Corporate
Bonds,
Foreign
Government
Obligations
&
Municipalities,
Municipal
Securities,
Non-U.S.
Government
Mortgage-Backed
Securities,
U.S.
Government
&
Agency
Mortgage-Backed
Securities
and
U.S.
Government
Agency
Obligations
(Excluding
Mortgage-Backed).
*
The
fair
value
presented
includes
cumulative
gain
(loss)
on
open
futures
contracts
and
centrally
cleared
swaps;
however,
the
net
value
reflected
on
the
accompanying
Portfolio
of
Investments
is
only
the
unsettled
variation
margin
receivable
(payable)
at
that
date.
or
no
initial
investment
and
permits
or
requires
net
settlement.
The
fund
invests
in
derivatives
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
and
may
use
them
to
establish
both
long
and
short
positions
within
the
fund’s
portfolio.
Potential
uses
include
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,
to
enhance
return,
or
to
adjust
portfolio
duration
and
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
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
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
June
30,
2024,
and
the
related
location
on
the
accompanying
Statement
of
Assets
and
Liabilities,
presented
by
primary
underlying
risk
exposure:
Additionally,
the
amount
of
gains
and
losses
on
derivative
instruments
recognized
in
fund
earnings
during
the
six
months ended
June
30,
2024,
and
the
related
location
on
the
accompanying
Statement
of
Operations
is
summarized
in
the
following
table
by
primary
underlying
risk
exposure:
($000s)
Location
on
Statement
of
Assets
and
Liabilities
Fair
Value*
Assets
Interest
rate
derivatives
Futures
$
360
Credit
derivatives
Centrally
Cleared
Swaps
4
*
Total
$
364
*
Liabilities
Credit
derivatives
Centrally
Cleared
Swaps
$
20
Total
$
20
*
The
fair
value
presented
includes
cumulative
gain
(loss)
on
open
futures
contracts
and
centrally
cleared
swaps;
however,
the
value
reflected
on
the
accompanying
Statement
of
Assets
and
Liabilities
is
only
the
unsettled
variation
margin
receivable
(payable)
at
that
date.
($000s)
Location
of
Gain
(Loss)
on
Statement
of
Operations
Futures
Swaps
Total
Realized
Gain
(Loss)
Interest
rate
derivatives
$
(274)
$
—
$
(274)
Credit
derivatives
—
77
77
Total
$
(274)
$
77
$
(197)
Change
in
Unrealized
Gain
(Loss)
Interest
rate
derivatives
$
(1,439)
$
—
$
(1,439)
Credit
derivatives
—
(16)
(16)
Total
$
(1,439)
$
(16)
$
(1,455)
Counterparty
Risk
and
Collateral
The
fund
invests
in
exchange-traded
and/or
centrally
cleared
derivative
contracts,
such
as
futures,
exchange-traded
options,
and
centrally
cleared
swaps.
Counterparty
risk
on
such
derivatives
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.
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.
While
typically
not
sold
in
the
same
manner
as
equity
or
fixed
income
securities,
exchange-traded
or
centrally
cleared
derivatives
may
be
closed
out
only
on
the
exchange
or
clearinghouse
where
the
contracts
were
cleared.
This
ability
is
subject
to
the
liquidity
of
underlying
positions. As
of
June
30,
2024,
securities
valued
at $1,849,000
had
been
posted
by
the
fund
for
exchange-traded
and/or
centrally
cleared
derivatives.
Futures
Contracts
The
fund
is
subject
to interest
rate
risk in
the
normal
course
of
pursuing
its
investment
objectives
and
uses
futures
contracts
to
help
manage
such
risk.
The fund
may
enter
into
futures
contracts
to
manage
exposure
to
interest
rate
and
yield
curve
movements,
security
prices,
foreign
currencies,
credit
quality,
and
mortgage
prepayments;
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
portfolio
duration
and
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
fluctuations
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.
When
a
contract
is
closed,
a
realized
gain
or
loss
is
recorded
on
the
accompanying
Statement
of
Operations.
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
six
months ended
June
30,
2024,
the
volume
of
the
fund’s
activity
in
futures,
based
on
underlying
notional
amounts,
was
generally
between
1%
and
2%
of
net
assets.
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
both
long
and
short
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
portfolio
duration
and
credit
exposure.
Swap
agreements
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
on
the
accompanying
Statement
of
Operations 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
on
the
accompanying
Statement
of
Operations.
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
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
on
the
accompanying
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
underlying
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
June
30,
2024,
the
notional
amount
of
protection
sold
by
the
fund
totaled $52,500,000
(1.1%
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
six
months ended
June
30,
2024,
the
volume
of
the
fund’s
activity
in
swaps,
based
on
underlying
notional
amounts,
was
generally
between
0%
and
2%
of
net
assets.
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
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.
Emerging
and
Frontier
Markets
The fund
invests,
either
directly
or
through
investments
in
other
T.
Rowe
Price
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.
Emerging
markets,
and
to
a
greater
extent
frontier
markets, tend
to
have
economic
structures
that
are
less
diverse
and
mature,
less
developed
legal
and
regulatory
regimes,
and
political
systems
that
are
less
stable,
than
those
of
developed
countries.
These
markets
may
be
subject
to
greater
political,
economic,
and
social
uncertainty
and
differing
accounting
standards
and
regulatory
environments
that
may
potentially
impact
the
fund’s
ability
to
buy
or
sell
certain
securities
or
repatriate
proceeds
to
U.S.
dollars.
Emerging
markets
securities
exchanges
are
more
likely
to
experience
delays
with
the
clearing
and
settling
of
trades,
as
well
as
the
custody
of
holdings
by
local
banks,
agents,
and
depositories.
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
typically
significantly
riskier
than
investing
in
other
countries,
including
emerging
markets.
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.
Collateralized
Loan
Obligations
The
fund
invests
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.
Mortgage-Backed
Securities
The
fund
invests
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.
MBS 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.
TBA
Purchase,
Sale
Commitments
and
Forward
Settling
Mortgage
Obligations
The
fund
enters
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
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.
To
mitigate
counterparty
risk,
the
fund
has
entered
into
Master
Securities
Forward
Transaction
Agreements
(MSFTA)
with
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
and
other
forward
settling
mortgage
obligations
with
a
particular
counterparty
(collectively,
MSFTA
Transactions).
At
any
time,
the
fund’s
risk
of
loss
from
a
particular
counterparty
related
to
its
MSFTA
Transactions
is
the
aggregate
unrealized
gain
on
appreciated
MSFTA
Transactions
in
excess
of
unrealized
loss
on
depreciated
MSFTA
Transactions
and
collateral
received,
if
any,
from
such
counterparty. As
of
June
30,
2024,
no
collateral
had
been
posted
by
the
fund
to
counterparties
for
MSFTA
Transactions. Collateral
pledged
by
counterparties
to
the
fund
for
MSFTA
Transactions
consisted
of $105,000
cash
and
securities
valued
at
$15,000
as
of
June
30,
2024.
Securities
Lending
The fund
may
lend
its
securities
to
approved
borrowers
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.
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
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
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
June
30,
2024,
the
value
of
loaned
securities
was
$33,060,000;
the
value
of
cash
collateral
and
related
investments
was
$36,085,000.
Other
Purchases
and
sales
of
portfolio
securities
other
than
in-kind
transactions,
if
any,
short-term and
U.S.
government
securities
aggregated $574,629,000 and
$640,724,000,
respectively,
for
the
six
months ended
June
30,
2024.
Purchases
and
sales
of
U.S.
government
securities
aggregated
$377,716,000 and
$361,700,000,
respectively,
for
the
six
months ended
June
30,
2024.
NOTE
5
-
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
$3,349,363,000.
Net
unrealized
gain
aggregated
$1,326,786,000
at
period-end,
of
which
$1,552,547,000
related
to
appreciated
investments
and
$225,761,000
related
to
depreciated
investments.
NOTE
6
-
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
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
7
-
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,
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
0.260%
for
assets
in
excess
of
$845
billion.
The
fund’s
group
fee
is
determined
by
applying
the
group
fee
rate
to
the
fund’s
average
daily
net
assets. At
June
30,
2024,
the
effective
annual
group
fee
rate
was
0.29%.
The Investor
Class is
subject
to
a
contractual
expense
limitation
through
the
expense
limitation
date
indicated
in
the
table
below.
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.
During
the
limitation
period,
Price
Associates
is required
to
waive
or
pay
any
expenses
(excluding
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
non-recurring,
extraordinary
expenses;
and
acquired
fund
fees
and
expenses)
that
would
otherwise
cause
the class's ratio
of
annualized
total
expenses
to
average
net
assets
(net
expense
ratio)
to
exceed
its
expense
limitation.
The
class
is
required
to
repay
Price
Associates
for
expenses
previously
waived/paid
to
the
extent
the
class's net
assets
grow
or
expenses
decline
sufficiently
to
allow
repayment
without
causing
the class's net
expense
ratio
(after
the
repayment
is
taken
into
account)
to
exceed
the
lesser
of:
(1)
the
expense
limitation
in
place
at
the
time
such
amounts
were
waived;
or
(2)
the class's
current
expense
limitation.
However,
no
repayment
will
be
made
more
than
three
years
after
the
date
of
a
payment
or
waiver.
The
I
Class
is
also
subject
to
an
operating
expense
limitation
(I
Class
Limit)
pursuant
to
which
Price
Associates
is
contractually
required
to
pay
all
operating
expenses
of
the
I
Class,
excluding
management
fees;
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage; non-recurring,
extraordinary expenses; and
acquired
fund
fees
and
expenses, to
the
extent
such
operating
expenses,
on
an
annualized
basis,
exceed
the
I
Class
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
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
(after
the
repayment
is
taken
into
account)
to
exceed
the
lesser
of:
(1)
the
I
Class
Limit
in
place
at
the
time
such
amounts
were
paid;
or
(2)
the
current
I
Class
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
two
wholly
owned
subsidiaries
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.
T.
Rowe
Price
Retirement
Plan
Services,
Inc.
provides
subaccounting
and
recordkeeping
services
for
certain
retirement
accounts
invested
in
the
Investor
Class.
For
the
six
months
ended
June
30,
2024,
expenses
incurred
pursuant
to
these
service
agreements
were
$61,000
for
Price
Associates;
$946,000
for
T.
Rowe
Price
Services,
Inc.;
and
$430,000
for
T.
Rowe
Price
Retirement
Plan
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.
Investor
Class
I
Class
Expense
limitation/I
Class
Limit
0.79%
0.05%
Repayment
date
04/30/26
04/30/26
(Waived)/repaid
during
the
period
($000s)
$—
$—
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
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
fund’s
investment
therein.
Annual
management
fee
rates
and
amounts
waived
related
to
investments
in
the
underlying
Price
Fund(s)
for
the
six
months
ended
June
30,
2024,
are
as
follows:
Total
management
fee
waived
was
allocated
ratably
in
the
amounts
of
$630,000
and
$491,000 for
the
Investor
Class
and
I
Class,
respectively,
for
the
six
months ended
June
30,
2024.
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.
NOTE
8
-
INTERFUND
LENDING
PROGRAM
Price
Associates
has
developed
and
manages
an
interfund
lending
program
that
provides
temporary
liquidity
to
the
T.
Rowe
Price-sponsored
mutual
funds.
The
program
permits
the
borrowing
and
lending
of
cash
between
the
fund
and
other
T.
Rowe
Price-sponsored
mutual
funds
at
rates
beneficial
to
both
the
borrowing
and
lending
funds.
Pursuant
to
program
guidelines,
the
fund
may
lend
up
to
15%
of
its
net
assets,
and
no
more
than
5%
of
its
net
assets
may
be
lent
to
any
one
borrower.
Loans
totaling
10%
or
more
of
a
borrowing
fund’s
total
assets
require
collateralization
at
102%
of
the
value
of
the
loan;
loans
of
less
than
10%
are
unsecured.
During
the
six
months ended
June
30,
2024,
the
fund
earned $2,000
in
interest
income
related
to
loans
made
to
other
funds
on
one day
in
the
average
amount
of
$11,400,000
and
at
an
average
annual
rate
of
6.93%.
At
June
30,
2024,
there
were
no
loans
outstanding.
($000s)
Effective
Management
Fee
Rate
Management
Fee
Waived
T.
Rowe
Price
Inflation
Protected
Bond
Fund
-
I
Class
0.17%
$
3
T.
Rowe
Price
Institutional
High
Yield
Fund
-
Institutional
Class
0.50%
509
T.
Rowe
Price
Limited
Duration
Inflation
Focused
Bond
Fund
-
I
Class
0.25%
15
T.
Rowe
Price
Real
Assets
Fund
-
I
Class
0.64%
594
Total
Management
Fee
Waived
$
1,121
NOTE
9
-
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.
APPROVAL
OF
INVESTMENT
MANAGEMENT
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).
In
that
regard,
at
a
meeting
held
on
March
11–12,
2024
(March
Meeting),
the
Board,
including
all
of
the
fund’s
independent
directors
present
in
person
at
the
March
Meeting,
approved
the
continuation
of
the
fund’s
Advisory
Contract.
At
the
March
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
Adviser
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
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,
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
March
Meeting,
but
also
the
knowledge
gained
over
time
through
interaction
with
the
Adviser
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
Adviser
The
Board
considered
the
nature,
quality,
and
extent
of
the
services
provided
to
the
fund
by
the
Adviser.
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
Adviser’s
senior
management
team
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,
as
well
as
the
other
factors
considered
at
the
March
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
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
March
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
returns
of
the
fund’s
Investor
Class
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
March
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
March
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract.
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)
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.
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
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
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.
The
group
fee
rate
decreases
as
total
T.
Rowe
Price
fund
assets
grow,
which
reduces
the
management
fee
rate
for
any
fund
that
has
a
group
fee
component
to
its
management
fee,
and
reflects
that
certain
resources
utilized
to
operate
the
fund
are
shared
with
other
T.
Rowe
Price
funds,
thus
allowing
shareholders
of
those
funds
to
share
potential
economies
of
scale.
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
contractual
expense
limitations
that
require
the
Adviser
to
waive
its
fees
and/or
bear
any
expenses
that
would
otherwise
cause
the
expenses
of
a
share
class
of
the
fund
to
exceed
a
certain
percentage
based
on
the
class’s
net
assets.
The
expense
limitations
mitigate
the
potential
for
an
increase
in
operating
expenses
above
a
certain
level
that
could
impact
shareholders.
In
addition,
the
Board
noted
that
the
fund
potentially
shares
in
indirect
economies
of
scale
through
the
Adviser’s
ongoing
investments
in
its
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
Investor
Class
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
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
Adviser
after
any
applicable
waivers,
reductions,
or
reimbursements),
operating
expenses,
and
total
expenses
(which
reflect
the
net
total
expense
ratio
of
the
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
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
peer
groups
constructed
by
Broadridge
consisted
of
mixed-asset
target
allocation
growth
funds
and
the
information
provided
to
the
Board
indicated
that
the
fund’s
contractual
management
fee
ranked
in
the
second
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
second
quintile
(Expense
Group)
and
first
quintile
(Expense
Universe).
At
the
request
of
the
Adviser,
Broadridge
also
constructed
peer
groups
consisting
of
balanced
funds
and
the
information
provided
to
the
Board
indicated
that
the
fund’s
contractual
management
fee
ranked
in
the
second
quintile
(Expense
Group),
the
fund’s
actual
management
fee
rate
ranked
in
the
second
quintile
(Expense
Group)
and
first
quintile
(Expense
Universe),
and
the
fund’s
total
expenses
ranked
in
the
second
quintile
(Expense
Group)
and
first
quintile
(Expense
Universe).
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
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
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
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).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
APPROVAL
OF
NEW
SUBADVISORY
AGREEMENT
Prior
to
the
March
Meeting,
at
a
meeting
held
on
February
5,
2024
(February
Meeting),
the
fund’s
Board
considered
the
initial
approval
of
an
investment
subadvisory
agreement
(Subadvisory
Contract)
that
the
Adviser
entered
into
with
T.
Rowe
Price
International
Ltd
(Subadviser)
on
behalf
of
the
fund.
The
Subadvisory
Contract
authorizes
the
Subadviser
to
have
investment
discretion
with
respect
to
all
or
a
portion
of
the
fund’s
portfolio.
The
Board
noted
that
the
Subadvisory
Contract
will
be
substantially
similar
to
other
subadvisory
agreements
that
are
in
place
for
other
T.
Rowe
Price
funds
that
delegate
investment
management
responsibilities
to
affiliated
investment
advisers
and
that
the
Adviser
will
retain
oversight
responsibilities
with
respect
to
the
fund.
The
Board
also
noted
that
the
new
subadvisory
arrangement
will
not
change
the
total
advisory
fees
paid
by
the
fund.
However,
under
the
Subadvisory
Contract,
the
Adviser
may
pay
the
Subadviser
up
to
60%
of
the
advisory
fees
that
the
Adviser
receives
from
the
fund.
At
the
February
Meeting,
the
Board
reviewed
materials
relevant
to
its
consideration
of
the
proposed
Subadvisory
Contract.
The
factors
considered
by
the
Board
at
the
February
Meeting
in
connection
with
approval
of
the
proposed
Subadvisory
Contract
were
substantially
similar
to
the
factors
considered
at
the
March
Meeting
in
connection
with
the
approval
to
continue
the
Advisory
Contract.
The
independent
directors
were
assisted
in
their
evaluation
of
the
Subadvisory
Contract
by
independent
legal
counsel
from
whom
they
received
separate
legal
advice
and
with
whom
they
met
separately.
Following
discussion
at
the
February
Meeting,
the
Board,
including
all
of
the
fund’s
independent
directors
present
in
person
at
the
February
Meeting,
approved
the
Subadvisory
Contract
between
the
Adviser
and
Subadviser
on
behalf
of
the
fund.
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
Subadvisory
Contract,
effective
April
1,
2024.
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.
F68-051
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 Balanced 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 | | |
