Transition Fund_TNF_F1398-051
0001034386falseN-CSRST. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.N-1A2024-06-300001034386trp:C000224086Member2024-01-012024-06-3000010343862024-01-012024-06-300001034386trp:C000224086Member2024-06-300001034386trp:C000224086Membertrp:TRowePriceUSTreasuryMoneyFundCTIMember2024-06-30iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pureutr:Dtrp:Holding
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: 811-08279
T. Rowe Price Reserve Investment Funds, Inc.
(Exact name of registrant as specified in charter)
100 East Pratt Street, Baltimore, MD 21202
(Address of principal executive offices)
David Oestreicher
100 East Pratt Street, Baltimore, MD 21202
(Name and address of agent for service)
Registrant’s telephone number, including area code: (410) 345-2000
Date of fiscal year end: December 31
Date of reporting period: June 30, 2024
Item 1. Reports to Shareholders
(a) Report pursuant to Rule 30e-1
Semi-Annual Shareholder Report
June 30, 2024
This semi-annual shareholder report contains important information about Transition 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 |
Transition Fund - Investor Class |
$0 |
0.00% |
What are some fund statistics?
Total Net Assets (000s) |
$21,070 |
Number of Portfolio Holdings |
1 |
What did the fund invest in?
Security Allocation (as a % of Net Assets)
Short-Term Investments |
100.0% |
Top Ten Holdings (as a % of Net Assets)
T. Rowe Price U.S. Treasury Money Fund |
100.0% |
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.
Transition Fund
Investor Class
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
Transition
Fund
T.
ROWE
PRICE
Transition
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
(1)
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
3/19/21
(1)
Through
12/31/21
12/31/23
12/31/22
NET
ASSET
VALUE
Beginning
of
period
$
98.77
$
100.33
$
100.40
$
100.00
Investment
activities
Net
investment
income
(2)(3)
2.11
3.94
1.26
0.23
Net
realized
and
unrealized
gain/loss
2.14
(3.07)
0.95
0.27
Total
from
investment
activities
4.25
0.87
(4)
2.21
0.50
Distributions
Net
investment
income
(0.47)
(1.28)
(0.14)
(0.10)
Net
realized
gain
(2.86)
(0.71)
(0.83)
—
Tax
return
of
capital
—
(0.44)
(1.31)
—
Total
distributions
(3.33)
(2.43)
(2.28)
(0.10)
NET
ASSET
VALUE
End
of
period
$
99.69
$
98.77
$
100.33
$
100.40
Ratios/Supplemental
Data
Total
return
(3)(5)
4.36%
0.88%
2.23%
0.51%
Ratios
to
average
net
assets:
(3)
Gross
expenses
before
waivers/payments
by
Price
Associates
0.00%
(6)
0.00%
0.00%
0.00%
(6)
Net
expenses
after
waivers/payments
by
Price
Associates
0.00%
(6)
0.00%
0.00%
0.00%
(6)
Net
investment
income
4.28%
(6)
3.93%
1.26%
0.29%
(6)
Net
assets,
end
of
period
(in
thousands)
$21,070
$20,537
$21,298
$20,257
0%
0%
0%
0%
(1)
Inception
date
(2)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(3)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(4)
The
amount
presented
is
inconsistent
with
the
fund's
results
of
operations
because
of
the
timing
of
redemptions
of
fund
shares
in
relation
to
fluctuating
market
values
for
the
investment
portfolio.
(5)
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.
(6)
Annualized
T.
ROWE
PRICE
Transition
Fund
June
30,
2024
(Unaudited)
Portfolio
of
Investments
‡
Shares
$
Value
(Cost
and
value
in
$000s)
‡
SHORT-TERM
INVESTMENTS
100.0%
Money
Market
Funds
100.0%
T.
Rowe
Price
U.S.
Treasury
Money
Fund,
Class
Z,
5.38% (1)
(2)
21,064,926
21,065
Total
Short-Term
Investments
(Cost
$21,065)
21,065
Total
Investments
in
Securities
100.0%
of
Net
Assets
(Cost
$21,065)
$
21,065
‡
Shares
are
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
Seven-day
yield
(2)
Affiliated
Companies
T.
ROWE
PRICE
Transition
Fund
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
AFFILIATED
COMPANIES
($000s)
The
fund
may
invest
in
certain
securities
that
are
considered
affiliated
companies.
As
defined
by
the
1940
Act,
an
affiliated
company
is
one
in
which
the
fund
owns
5%
or
more
of
the
outstanding
voting
securities,
or
a
company
that
is
under
common
ownership
or
control.
The
following
securities
were
considered
affiliated
companies
for
all
or
some
portion
of
the
six
months
ended
June
30,
2024.
Net
realized
gain
(loss),
investment
income,
change
in
net
unrealized
gain/loss,
and
purchase
and
sales
cost
reflect
all
activity
for
the
period
then
ended.
Affiliate
Net
Realized
Gain
(Loss)
Change
in
Net
Unrealized
Gain/Loss
Investment
Income
T.
Rowe
Price
U.S.
Treasury
Money
Fund,
Class
Z,
5.38%
$
—#
$
—
$
3,369+
Supplementary
Investment
Schedule
Affiliate
Value
12/31/23
Purchase
Cost
Sales
Cost
Value
06/30/24
T.
Rowe
Price
U.S.
Treasury
Money
Fund,
Class
Z,
5.38%
$
20,518
¤
¤
$
21,065^
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$3,369
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
$21,065.
T.
ROWE
PRICE
Transition
Fund
June
30,
2024
(Unaudited)
Statement
of
Assets
and
Liabilities
($000s,
except
shares
and
per
share
amounts)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Assets
Investments
in
securities,
at
value
(cost
$21,065)
$
21,065
Foreign
currency
(cost
$4)
4
Cash
1
Total
assets
21,070
NET
ASSETS
$
21,070
Net
Assets
Consist
of:
Total
distributable
earnings
(loss)
$
(43,068)
Paid-in
capital
applicable
to
211,354
shares
of
$0.0001
par
value
capital
stock
outstanding;
100,000,000,000
shares
of
the
Corporation
authorized
64,138
NET
ASSETS
$
21,070
NET
ASSET
VALUE
PER
SHARE
$
99.69
T.
ROWE
PRICE
Transition
Fund
(Unaudited)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/24
Investment
Income
(Loss)
Dividend
income
$
3,408
Net
investment
income
3,408
Realized
Gain
/
Loss
–
Net
realized
gain
(loss)
Securities
17,268
Foreign
currency
transactions
(
19
)
Net
realized
gain
17,249
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
20,657
T.
ROWE
PRICE
Transition
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
$
3,408
$
6,436
Net
realized
gain
(loss)
17,249
(
39,033
)
Increase
(decrease)
in
net
assets
from
operations
20,657
(
32,597
)
Distributions
to
shareholders
Net
earnings
(
24,761
)
(
6,366
)
Tax
return
of
capital
–
(
1,396
)
Decrease
in
net
assets
from
distributions
(
24,761
)
(
7,762
)
Capital
share
transactions
*
Shares
sold
2,599,999
5,299,996
Distributions
reinvested
24,761
7,762
Shares
redeemed
(
2,620,123
)
(
5,268,160
)
Increase
in
net
assets
from
capital
share
transactions
4,637
39,598
Net
Assets
Increase
(decrease)
during
period
533
(
761
)
Beginning
of
period
20,537
21,298
End
of
period
$
21,070
$
20,537
*Share
information
(000s)
Shares
sold
26,276
52,607
Distributions
reinvested
251
78
Shares
redeemed
(
26,524
)
(
52,689
)
Increase
(decrease)
in
shares
outstanding
3
(
4
)
T.
ROWE
PRICE
Transition
Fund
Unaudited
NOTES
TO
FINANCIAL
STATEMENTS
T.
Rowe
Price
Reserve
Investment
Funds,
Inc. (the
corporation) is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act).
The
Transition
Fund
(the
fund)
is a
nondiversified, open-end
management
investment
company
established
by
the
corporation. The
fund's
primary
investment
objective
is
to
seek
the
orderly
transition
of
securities
and
other
financial
instruments
it
receives
in
connection
with
a
portfolio
transition.
When
the
fund
is
not
actively
being
used
to
facilitate
a
portfolio
transition,
the
fund
will
seek
to
preserve
principal
value.
The
fund
is
available
for
investment
only
to
certain
T.
Rowe
Price
products
managed
by
T.
Rowe
Price
Associates,
Inc.,
and
is
not
available
for
direct
purchase
by
members
of
the
public.
NOTE
1
-
SIGNIFICANT
ACCOUNTING
POLICIES
Basis
of
Preparation
The fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
in
the
Financial
Accounting
Standards
Board
(FASB)
Accounting
Standards
Codification
Topic
946
(ASC
946).
The
accompanying
financial
statements
were
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(GAAP),
including,
but
not
limited
to,
ASC
946.
GAAP
requires
the
use
of
estimates
made
by
management.
Management
believes
that
estimates
and
valuations
are
appropriate;
however,
actual
results
may
differ
from
those
estimates,
and
the
valuations
reflected
in
the
accompanying
financial
statements
may
differ
from
the
value
ultimately
realized
upon
sale
or
maturity.
Investment
Transactions,
Investment
Income,
and
Distributions
Investment
transactions
are
accounted
for
on
the
trade
date
basis.
Income
and
expenses
are
recorded
on
the
accrual
basis.
Realized
gains
and
losses
are
reported
on
the
identified
cost
basis. Income
tax-related
interest
and
penalties,
if
incurred,
are
recorded
as
income
tax
expense. Dividends
received
from other
investment
companies are
reflected
as
dividend income;
capital
gain
distributions
are
reflected
as
realized
gain/loss. Dividend
income and
capital
gain
distributions
are
recorded
on
the
ex-dividend
date. Non-cash
dividends,
if
any,
are
recorded
at
the
fair
market
value
of
the
asset
received. Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date. Income
distributions,
if
any,
are
declared
and
paid annually. Additional
declarations
and
payments
may
be
made
as
determined
by
the
fund,
especially
in
connection
with
portfolio
transitions. A
capital
gain
distribution,
if
any, may
also
be
declared
and
paid
by
the
fund
annually.
T.
ROWE
PRICE
Transition
Fund
Currency
Translation
Assets,
including
investments,
and
liabilities
denominated
in
foreign
currencies
are
translated
into
U.S.
dollar
values
each
day
at
the
prevailing
exchange
rate,
using
the
mean
of
the
bid
and
asked
prices
of
such
currencies
against
U.S.
dollars
as
provided
by
an
outside
pricing
service.
Purchases
and
sales
of
securities,
income,
and
expenses
are
translated
into
U.S.
dollars
at
the
prevailing
exchange
rate
on
the
respective
date
of
such
transaction.
The
effect
of
changes
in
foreign
currency
exchange
rates
on
realized
and
unrealized
security
gains
and
losses
is
not
bifurcated
from
the
portion
attributable
to
changes
in
market
prices.
In-Kind
Subscriptions
Under
certain
circumstances,
and
when
considered
to
be
in
the
best
interest
of
all
shareholders,
the
fund
may
accept
portfolio
securities
rather
than
cash
as
payment
for
the
purchase
of
fund
shares
(in-kind
subscription).
For
financial
reporting
and
tax
purposes,
the
cost
basis
of
contributed
securities
is
equal
to
the
market
value
of
the
securities
on
the
date
of
contribution.
In-kind
subscriptions
result
in
no
gain
or
loss
and
no
tax
consequences
for
the
fund.
During
the
six
months ended
June
30,
2024,
the
fund
accepted
$2,536,991,000
of
in-kind
subscriptions,
all
of
which
were
from
other
T.
Rowe
Price
funds.
Capital
Transactions
Each
investor’s
interest
in
the
net
assets
of the
fund
is
represented
by
fund
shares. The
fund’s
net
asset
value
(NAV)
per
share
is
computed
at
the
close
of
the
New
York
Stock
Exchange
(NYSE),
normally
4
p.m.
ET,
each
day
the
NYSE
is
open
for
business.
However,
the
NAV
per
share
may
be
calculated
at
a
time
other
than
the
normal
close
of
the
NYSE
if
trading
on
the
NYSE
is
restricted,
if
the
NYSE
closes
earlier,
or
as
may
be
permitted
by
the
SEC.
Purchases
and
redemptions
of
fund
shares
are
transacted
at
the
next-computed
NAV
per
share,
after
receipt
of
the
transaction
order
by
T.
Rowe
Price
Associates,
Inc.,
or
its
agents.
Indemnification
In
the
normal
course
of
business, the
fund
may
provide
indemnification
in
connection
with
its
officers
and
directors,
service
providers,
and/or
private
company
investments. The
fund’s
maximum
exposure
under
these
arrangements
is
unknown;
however,
the
risk
of
material
loss
is
currently
considered
to
be
remote.
T.
ROWE
PRICE
Transition
Fund
NOTE
2
-
VALUATION
Fair
Value
The
fund’s
financial
instruments
are
valued
at
the
close
of
the
NYSE
and
are
reported
at
fair
value,
which
GAAP
defines
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date. The fund’s
Board
of
Directors
(the
Board)
has
designated
T.
Rowe
Price
Associates,
Inc.
as
the
fund’s
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
Valuation
Designee
performs
the
following
functions
in
performing
fair
value
determinations:
assesses
and
manages
valuation
risks;
establishes
and
applies
fair
value
methodologies;
tests
fair
value
methodologies;
and
evaluates
pricing
vendors
and
pricing
agents.
The
duties
and
responsibilities
of
the
Valuation
Designee
are
performed
by
its
Valuation
Committee. The
Valuation
Designee provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
Level
1
–
quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
Level
2
–
inputs
other
than
Level
1
quoted
prices
that
are
observable,
either
directly
or
indirectly
(including,
but
not
limited
to,
quoted
prices
for
similar
financial
instruments
in
active
markets,
quoted
prices
for
identical
or
similar
financial
instruments
in
inactive
markets,
interest
rates
and
yield
curves,
implied
volatilities,
and
credit
spreads)
Level
3
–
unobservable
inputs
(including
the Valuation
Designee’s assumptions
in
determining
fair
value)
Observable
inputs
are
developed
using
market
data,
such
as
publicly
available
information
about
actual
events
or
transactions,
and
reflect
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
Unobservable
inputs
are
those
for
which
market
data
are
not
available
and
are
developed
using
the
best
information
available
about
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
GAAP
requires
valuation
techniques
to
maximize
the
use
of
relevant
observable
inputs
and
minimize
the
use
of
unobservable
inputs.
When
multiple
inputs
are
used
to
derive
fair
value,
the
financial
instrument
is
assigned
to
the
level
within
the
fair
value
hierarchy
based
on
the
lowest-level
input
that
is
significant
to
the
fair
value
of
the
financial
T.
ROWE
PRICE
Transition
Fund
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
Investments
in
mutual
funds
are
valued
at
the
mutual
fund’s
closing
NAV
per
share
on
the
day
of
valuation.
Assets
and
liabilities
other
than
financial
instruments,
including
short-term
receivables
and
payables,
are
carried
at
cost,
or
estimated
realizable
value,
if
less,
which
approximates
fair
value.
Investments
for
which
market
quotations are
not
readily
available
or
deemed
unreliable
are
valued
at
fair
value
as
determined
in
good
faith
by
the
Valuation
Designee.
The
Valuation
Designee
has
adopted
methodologies
for
determining
the
fair
value
of
investments
for
which
market
quotations
are
not
readily
available
or
deemed
unreliable,
including
the
use
of
other
pricing
sources.
Factors
used
in
determining
fair
value
vary
by
type
of
investment
and
may
include
market
or
investment
specific
considerations.
The
Valuation
Designee typically
will
afford
greatest
weight
to
actual
prices
in
arm’s
length
transactions,
to
the
extent
they
represent
orderly
transactions
between
market
participants,
transaction
information
can
be
reliably
obtained,
and
prices
are
deemed
representative
of
fair
value.
However,
the
Valuation
Designee may
also
consider
other
valuation
methods
such
as
market-based
valuation
multiples;
a
discount
or
premium
from
market
value
of
a
similar,
freely
traded
security
of
the
same
issuer;
discounted
cash
flows;
yield
to
maturity;
or
some
combination.
Fair
value
determinations
are
reviewed
on
a
regular
basis.
Because
any
fair
value
determination
involves
a
significant
amount
of
judgment,
there
is
a
degree
of
subjectivity
inherent
in
such
pricing
decisions. Fair
value
prices
determined
by
the
Valuation
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
On
June
30,
2024,
all
of
the
fund’s
financial
instruments
were
classified
as
Level
1,
based
on
the
inputs
used
to
determine
their
fair
values.
NOTE
3
-
OTHER
INVESTMENT
TRANSACTIONS
Purchases
and
sales
of
portfolio
securities
other
than
in-kind
transactions,
if
any,
and short-term securities
aggregated $0 and
$2,554,272,000,
respectively,
for
the
six
months ended
June
30,
2024.
T.
ROWE
PRICE
Transition
Fund
NOTE
4
-
FEDERAL
INCOME
TAXES
Generally,
no
provision
for
federal
income
taxes
is
required
since
the
fund
intends
to continue
to
qualify
as
a
regulated
investment
company
under
Subchapter
M
of
the
Internal
Revenue
Code
and
distribute
to
shareholders
all
of
its taxable
income
and
gains.
Distributions
determined
in
accordance
with
federal
income
tax
regulations
may
differ
in
amount
or
character
from
net
investment
income
and
realized
gains
for
financial
reporting
purposes.
Financial
reporting
records
are
adjusted
for
permanent
book/tax
differences
to
reflect
tax
character
but
are
not
adjusted
for
temporary
differences.
The
amount
and
character
of
tax-basis
distributions
and
composition
of
net
assets
are
finalized
at
fiscal
year-end;
accordingly,
tax-basis
balances
have
not
been
determined
as
of
the
date
of
this
report.
The
fund
intends
to
retain
realized
gains
to
the
extent
of
available
capital
loss
carryforwards.
Net
realized
capital
losses
may
be
carried
forward
indefinitely
to
offset
future
realized
capital
gains.
As
of
December
31,
2023,
the
fund
had
$38,964,000
of
available
capital
loss
carryforwards.
At
June
30,
2024,
the
cost
of
investments
(including
derivatives,
if
any)
for
federal
income
tax
purposes
was
$21,065,000.
NOTE
5
-
RELATED
PARTY
TRANSACTIONS
The
fund
is
managed
by
Price
Associates,
a
wholly
owned
subsidiary
of
T.
Rowe
Price
Group,
Inc.
Price
Associates,
directly
or
through
sub-advisory
agreements
with
its
wholly
owned
subsidiaries,
also
provides
investment
management
services
to
all
shareholders
of
the
fund.
The
fund
pays
no
investment
management
fee,
and
Price
Associates
waives
and/or
pays
all
of
the
fund’s
ordinary,
recurring
operating
expenses
(excluding
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
and
nonrecurring,
extraordinary
expenses).
Expenses
of
the
fund
paid
by
the
manager
are
not
subject
to
later
repayment
by
the
fund.
Price
Associates
also
receives
management
fees
from
the
mutual
funds
invested
in
the
fund.
Certain
officers
and
directors
of
the
fund
are
also
officers
and
directors
of
Price
Associates
and
its
subsidiaries
and
of
other
T.
Rowe
Price
sponsored
funds
invested
in
the
fund.
Additionally,
the
fund
is
one
of
several
mutual
funds
in
which
certain
college
savings
plans
managed
by
Price
Associates invests.
As
approved
by
the
fund’s
Board
of
Directors,
shareholder
servicing
costs
associated
with
each
college
savings
plan
are
allocated
to
the
fund
in
proportion
to
the
average
daily
T.
ROWE
PRICE
Transition
Fund
value
of
its
shares
owned
by
the
college
savings
plan.
Shareholder
servicing
costs
allocated
to
the
fund
are
borne
by
Price
Associates,
pursuant
to
the
fund’s management agreement. At
June
30,
2024,
no
shares
of
the
fund
were
held
by
college
savings
plans.
Mutual
funds,
trusts,
and
other
accounts
managed
by
Price
Associates
or
its
affiliates
(collectively,
Price
Funds
and
accounts)
may
invest
in
the
fund.
No
Price
fund
or
account
may
invest
for
the
purpose
of
exercising
management
or
control
over
the
fund.
At
June
30,
2024, 100%
of
the
fund's
outstanding
shares
were
held
by
Price
Funds
and
accounts.
When
the
fund
is
not
actively
being
used
to
facilitate
a
portfolio
transition,
the
fund
may
invest
up
to
100%
of
its
assets
in
money
market
funds,
including
the
Z
Class
shares
of
the
T.
Rowe
Price
U.S.
Treasury
Money
Market
Fund,
an
open-end
management
investment
company
organized
as
a
money
market
fund,
managed
by
Price
Associates,
and
considered
an
affiliate
of
the
fund.
Price
Associates
is
contractually
obligated
to
waive
and/or
bear
all
of
the
Z
Class’s
expenses,
other
than
interest;
expenses
related
to
borrowings,
taxes
and
brokerage;
nonrecurring,
extraordinary
expenses;
and
acquired
fund
fees
and expenses.
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
6
-
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
T.
ROWE
PRICE
Transition
Fund
may
cause
instability
across
global
markets,
including
reduced
liquidity
and
disruptions
in
trading
markets,
while
some
events
may
affect
certain
geographic
regions,
countries,
sectors,
and
industries
more
significantly
than
others,
and
exacerbate
other
pre-existing
political,
social,
and
economic
risks.
The
fund’s
performance
could
be
negatively
impacted
if
the
value
of
a
portfolio
holding
were
harmed
by
these
or
such
events.
Management
actively
monitors
the
risks
and
financial
impacts
arising
from
such
events.
T.
ROWE
PRICE
Transition
Fund
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
(Meeting),
the
Board,
including
all
of
the
fund’s
independent
directors,
approved
the
continuation
of
the
fund’s
Advisory
Contract.
At
the
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
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
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
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract.
T.
ROWE
PRICE
Transition
Fund
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.
The
Board
did
not
specifically
review
the
fund’s
performance
at
the
Meeting
because
the
fund
is
not
publicly
available
and
is
only
used
for
portfolio
transitions
involving
T.
Rowe
Price
mutual
funds,
collective
investment
trusts
and
Section
529
college
savings
plans.
Costs,
Benefits,
Profits,
and
Economies
of
Scale
The
Adviser
does
not
receive
management
fees
from
the
fund.
Accordingly,
the
Board
did
not
review
information
relating
to
revenues
received
by
the
Adviser
under
the
Advisory
Contract.
The
Board
did
review
information
regarding
direct
and
indirect
benefits
that
the
Adviser
(and
its
affiliates)
may
have
realized
from
its
relationship
with
the
fund
or
other
T.
Rowe
Price
funds
that
invest
in
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
also
received
information
on
the
estimated
costs
incurred
and
profits
realized
by
the
Adviser
and
its
affiliates
from
advising
T.
Rowe
Price
funds
and
concluded
that
the
Adviser’s
profits
were
reasonable.
Because
the
fund
does
not
charge
management
fees
and
is
only
available
for
purchase
by
the
Adviser
and
its
affiliated
investment
advisers
to
facilitate
efficient
portfolio
transitions
on
behalf
of
T.
Rowe
Price
mutual
funds,
collective
investment
trusts
and
Section
529
college
savings
plans,
the
Board
did
not
review
fees
and
expenses
of
other
comparable
funds
or
of
institutional
accounts
of
the
Adviser
and
its
affiliates.
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.
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
100
East
Pratt
Street
Baltimore,
MD
21202
T.
Rowe
Price
Investment
Services,
Inc.
Call
1-800-225-5132
to
request
a
prospectus
or
summary
prospectus;
each
includes
investment
objectives,
risks,
fees,
expenses,
and
other
information
that
you
should
read
and
consider
carefully
before
investing.
F1398-051
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.
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| T. Rowe Price Transition Fund |
| By |
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/s/ David Oestreicher |
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David Oestreicher |
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Principal Executive Officer |
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| Date |
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August 20, 2024 |
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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.
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| By |
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/s/ David Oestreicher |
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David Oestreicher |
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Principal Executive Officer |
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| Date |
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August 20, 2024 |
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| By |
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/s/ Alan S. Dupski |
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Alan S. Dupski |
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Principal Financial Officer |
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| Date |
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August 20, 2024 |
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