https://www.sec.gov/Archives/edgar/data/706211/000174177320003139/c497.htm497 1 c497.htm
T. Rowe Price Growth & Income Fund
Supplement to Prospectus Dated May 1, 2020
On October 26, 2020, the Board of Directors of the T. Rowe Price Growth & Income Fund (the “Fund”) approved a plan of reorganization pursuant to which the Fund will transfer substantially all of its assets and liabilities to the T. Rowe Price U.S. Large-Cap Core Fund (the “Acquiring Fund”) in exchange for Investor Class or I Class (as applicable) shares of equal value of the Acquiring Fund (the “Reorganization”). Shareholders of the Fund’s Investor Class will receive shares of the Acquiring Fund’s Investor Class and shareholders of the Acquired Fund’s I Class will receive shares of the Fund’s I Class as part of the Reorganization.
The Reorganization is subject to approval by the Fund’s shareholders. All Fund shareholders at the close of business on November 30, 2020 (the “record date”), will be eligible to vote on the proposed Reorganization. It is anticipated that proxy materials and voting instructions will be mailed to shareholders of record in early January, and a special shareholder meeting is expected to be held on February 26, 2021. Detailed information regarding the proposed Reorganization and the Acquiring Fund and its Investor Class and I Class will be provided in the proxy materials. If the proposal is approved by a majority of the Fund’s shareholders, the Reorganization is expected to close on or around March 8, 2021, at which point shareholders of the Fund who own Investor Class shares will receive Investor Class shares of the Acquiring Fund, and shareholders of the Fund who own I Class shares will receive I Class shares of the Acquiring Fund, each representing the same total value as their shares of the Fund on the business day immediately preceding the closing. The Reorganization is not a taxable event, but redeeming or exchanging shares of the Fund prior to the Reorganization may be a taxable event depending on your individual tax situation.
Following the Reorganization, the Investor Class and I Class shares received in the exchange will be distributed to the Fund’s shareholders in complete liquidation of the Fund. The Fund and the Acquiring Fund have similar investment objectives and investment programs, the same portfolio manager, and similar performance history. Shareholders of the Fund are not expected to pay higher fees as a result of the Reorganization. Please refer to the proxy materials for more information about the differences between the Fund and the Acquiring Fund. To allow for potentially greater economies of scale and to reduce inefficiencies resulting from substantially duplicative products, the Fund’s and the Acquiring Fund’s Boards of Directors determined that (i) participation in the transactions is in the best interest of shareholders of the Fund and the Acquiring Fund and (ii) the interests of existing shareholders will not be diluted as a result of the transactions.
In anticipation of the Reorganization, the Fund will close to new accounts and will no longer accept purchases of additional shares from existing shareholders effective at the close of the New York Stock Exchange on March 2, 2021. Accordingly, on page 5 of the Fund’s prospectus, the following is added under “Purchase and Sale of Fund Shares”:
Effective at the close of the New York Stock Exchange on Tuesday, March 2, 2021, the fund will no longer be available for purchase, subject to certain exceptions.
Immediately preceding the section titled “MORE INFORMATION ABOUT THE FUND’S INVESTMENT OBJECTIVE(S), STRATEGIES, AND RISKS” on page 9 of the Fund’s prospectus, the following is added:
CLOSED TO NEW INVESTORS
Subject to certain exceptions, the fund will no longer accept new accounts or purchases of additional shares from existing shareholders (other than shares purchased through the reinvestment of dividends) after the close of the New York Stock Exchange (normally 4 p.m. ET) on Tuesday, March 2, 2021. Shareholders may still redeem shares at any time up until the reorganization is completed on or around March 8, 2021. The fund reserves the right, when T. Rowe Price determines that it is not adverse to the fund’s interests, to permit certain types of investors to open new accounts in the fund, to impose further restrictions, or to close the fund to any additional investments, all without prior notice.
The date of this supplement is October 30, 2020.
F54-041 10/30/20
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https://www.sec.gov/Archives/edgar/data/1462712/000174177320003140/c497.htm497 1 c497.htm
T. Rowe Price U.S. Large-Cap Core Fund
Supplement to Prospectus Dated May 1, 2020, as Supplemented
On or around March 8, 2021, the T. Rowe Price Growth & Income Fund (the “Acquired Fund”) is expected to reorganize into the T. Rowe Price U.S. Large-Cap Core Fund (the “Fund”). Shareholders of the Acquired Fund’s Investor Class will receive shares of the Fund’s Investor Class and shareholders of the Acquired Fund’s I Class will receive shares of the Fund’s I Class as part of the reorganization. In an effort to ensure that shareholders of the Acquired Fund’s Investor Class will not experience higher fees as a result of the reorganization, effective March 1, 2021, T. Rowe Price has agreed to limit the Fund’s Investor Class total expense ratio to 0.64%, through at least April 30, 2023. This new expense limitation arrangement will not impact any of the Fund’s existing expense limitation arrangements with respect to other classes.
Accordingly, the disclosure under the heading “The Management Fee” beginning on page 8 is supplemented to add the following:
Effective March 1, 2021, with respect to the Investor Class, T. Rowe Price has agreed (through April 30, 2023) to waive its fees and/or bear any expenses (excluding interest; expenses related to borrowings, taxes, and brokerage; nonrecurring, extraordinary expenses; and acquired fund fees and expenses) that would cause the Investor Class’s ratio of expenses to average daily net assets to exceed 0.64%. The agreement may be terminated at any time beyond April 30, 2023, with approval by the fund’s Board of Directors. Fees waived and expenses paid under this agreement are subject to reimbursement to T. Rowe Price by the fund whenever the Investor Class’s expense ratio is below 0.64%. However, no reimbursement will be made more than three years from the date such amounts were initially waived or reimbursed. The fund may only make repayments to T. Rowe Price Associates, Inc., if such repayment does not cause the class’s 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.
The date of this supplement is October 30, 2020.
F190-041 10/30/20
