{"url_path":"/sec/cik-0001002624/proxy/2026-03-20/000199937126006516","section_key":"body","section_title":"PRE 14A body","topic":"sec","document":{"doc_type":"PRE 14A","doc_date":"2026-03-20","source_url":"https://www.sec.gov/Archives/edgar/data/1002624/0001999371-26-006516-index.html","accession_number":"0001999371-26-006516","cik":"0001002624","ticker":null,"issuer_name":"T. Rowe Price Health Sciences Fund, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1002624/0001999371-26-006516-index.html","primary_entity_key":"0001002624","primary_entity_name":"T. Rowe Price Health Sciences Fund, Inc."},"word_count":22460,"has_tables":true,"body_markdown":"PRE 14A\n1\ntrowe-pre14a_062526.htm\nPRELIMINARY PROXY STATEMENT\n\nSCHEDULE\n14A INFORMATION\n\nProxy\nStatement Pursuant to Section 14(a) of the\n\nSecurities\nExchange Act of 1934\n\n(Amendment\nNo. )\n\nFiled\nby the Registrant ☒\n\nFiled\nby a party other than the Registrant ☐\n\nCheck\nthe appropriate box:\n\n☒Preliminary\nProxy Statement\n\n☐Definitive\nProxy Statement\n\n☐Definitive\nAdditional Materials\n\n☐Soliciting\nMaterial pursuant to Rule 14a-11(c) or Section Rule 14a-12\n\n☐Confidential,\nFor Use of the Commission Only (as permitted by Rule 14a-6(e) (2))\n\nT.\nRowe Price Equity Series, Inc. 033-52161/811-07143\n\nT.\nRowe Price Exchange-Traded Funds, Inc. 333-235450/811-23494\n\nT.\nRowe Price Global Funds, Inc. 033-29697/811-5833\n\nT.\nRowe Price Health Sciences Fund, Inc. 033-63759/811-07381\n\nT.\nRowe Price Intermediate Tax-Free High Yield Fund, Inc. 333-196145/811-22968\n\nT.\nRowe Price International Funds, Inc. 002-65539/811-2958\n\nT.\nRowe Price State Tax-Free Funds, Inc. 033-06533/811-4521\n\nT.\nRowe Price Summit Municipal Funds, Inc. 033-50321/811-7095\n\nT.\nRowe Price Tax-Efficient Funds, Inc. 333-26441/811-08207\n\nT.\nRowe Price Tax-Exempt Money Fund, Inc. 002-67029/811-3055\n\nT.\nRowe Price Tax-Free High Yield Fund, Inc. 002-94641/811-4163\n\nT.\nRowe Price Tax-Free Income Fund, Inc. 002-57265/811-2684\n\nT.\nRowe Price Tax-Free Short-Intermediate Fund, Inc. 002-87059/811-3872\n\nT.\nRowe Price U.S. Equity Research Fund, Inc. 033-56015/811-07225\n\nT.\nRowe Price U.S. Large-Cap Core Fund, Inc. 333-158764/811-22293\n\n(Name\nof Registrant as Specified in its Charter)\n\n(Name\nof Person(s) Filing Proxy Statement)\n\nPayment\nof Filing Fee (Check the appropriate box):\n\n☒No\nfee required.\n\n☐Fee\ncomputed on table below per Exchange Act Rules 14a-6(i) and 0-11.\n\n1)Title\nof each class of securities to which transaction applies:\n\n2)Aggregate\nnumber of securities to which transaction applies:\n\n3)Per\nunit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on\nwhich the filing fee is calculated and state how it was determined:\n\n4)Proposed\nmaximum aggregate value of transaction:\n\n5)Total\nfee paid:\n\n☐Fee paid previously with preliminary materials.\n\n☐Check box if any part of the fee\nis offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.\nIdentify the previous filing by registration statement number, or the form or schedule and the date of its filing.\n\n1)Amount\npreviously paid:\n\n2)Form,\nschedule, or Registration Statement no.:\n\n3)Filing\nparty:\n\n4)Date\nfiled:\n\nApril\n10, 2026\n\n*This\nproxy statement concerns the*:\n\n**T.\nRowe Price California Tax-Free Bond Fund**\n\n**T. Rowe Price Emerging Markets Stock Fund**\n\n**T. Rowe Price Georgia Tax-Free Bond Fund**\n\n**T. Rowe Price Health Sciences Fund**\n\n**T. Rowe Price Health Sciences Portfolio**\n\n**T. Rowe Price Institutional Emerging Markets Equity Fund**\n\n**T. Rowe Price Intermediate Tax-Free High Yield Fund**\n\n**T. Rowe Price Maryland Short-Term Tax-Free Bond Fund**\n\n**T. Rowe Price Maryland Tax-Free Bond Fund**\n\n**T. Rowe Price Maryland Tax-Free Money Fund**\n\n**T. Rowe Price New Jersey Tax-Free Bond Fund**\n\n**T. Rowe Price New York Tax-Free Bond Fund**\n\n**T. Rowe Price Summit Municipal Income Fund**\n\n**T. Rowe Price Summit Municipal Intermediate Fund**\n\n**T. Rowe Price Tax-Efficient Equity Fund**\n\n**T. Rowe Price Tax-Exempt Money Fund**\n\n**T. Rowe Price Tax-Free High Yield Fund**\n\n**T. Rowe Price Tax-Free Income Fund**\n\n**T. Rowe Price Tax-Free Short-Intermediate Fund**\n\n**T. Rowe Price U.S. Equity Research ETF**\n\n**T. Rowe Price U.S. Equity Research Fund**\n\n**T. Rowe Price U.S. Large-Cap Core Fund**\n\n**T. Rowe Price Virginia Tax-Free Bond Fund**\n\n**(collectively, the “Funds”)**\n\nDear\nShareholder:\n\nWe\ncordially invite you to attend a joint special meeting of shareholders (the “**Shareholder Meeting**”)\nof the Funds on Thursday, June 25, 2026, at 8 a.m. ET, at the headquarters of T. Rowe Price, located at 1307 Point Street,\nBaltimore, Maryland 21231. There are several items on the agenda. We ask you to read the enclosed information carefully\nand to submit your vote.\n\nThe\nfollowing matters will be considered and acted upon at the Shareholder Meeting. More information on each proposal is included\nin the enclosed materials.\n\n●Change\nthe diversification policy from diversified to nondiversified for each of the following\nFunds: T. Rowe Price Emerging Markets Stock Fund, T. Rowe Price Health Sciences Fund,\nT. Rowe Price Health Sciences Portfolio, T. Rowe Price Institutional Emerging Markets\nEquity Fund, T. Rowe Price Tax-Efficient Equity Fund, T. Rowe Price U.S. Equity Research\nETF, T. Rowe Price U.S. Equity Research Fund, and T. Rowe Price U.S. Large-Cap Core Fund.\n\n●Change\nthe 80% investment policy for each of the following Funds: T. Rowe Price California Tax-Free\nBond Fund, T. Rowe Price Georgia Tax-Free Bond Fund, T. Rowe Price Intermediate Tax-Free\nHigh Yield Fund, T. Rowe Price Maryland Short-Term Tax-Free Bond Fund, T. Rowe Price\nMaryland Tax-Free Bond Fund, T. Rowe Price Maryland Tax-Free Money Fund, T. Rowe Price\nNew Jersey Tax-Free Bond Fund, T. Rowe Price New York Tax-Free Bond Fund, T. Rowe Price\nSummit Municipal Income Fund, T. Rowe Price Summit Municipal Intermediate Fund, T. Rowe\nPrice Tax-Exempt Money Fund, T. Rowe Price Tax-Free High Yield Fund, T. Rowe Price Tax-Free\nIncome Fund, T. Rowe Price Tax-Free Short-Intermediate Fund, and T. Rowe Price Virginia\nTax-Free Bond Fund.\n\n●Eliminate\nthe alternative minimum tax (AMT) fundamental policy for each of the following Funds:\nT. Rowe Price California Tax-Free Bond Fund, T. Rowe Price Georgia Tax-Free Bond Fund,\nT. Rowe Price Intermediate Tax-Free High Yield Fund, T. Rowe Price Maryland Short-Term\nTax-Free Bond Fund, T. Rowe Price Maryland Tax-Free Bond Fund, T. Rowe Price Maryland\nTax-Free Money Fund, T. Rowe Price New Jersey Tax-Free Bond Fund, T. Rowe Price New York\nTax-Free Bond Fund, T. Rowe Price Tax-Exempt Money Fund, T. Rowe Price Tax-Free High\nYield Fund, T. Rowe Price Tax-Free Income Fund, T. Rowe Price Tax-Free Short-Intermediate\nFund, and T. Rowe Price Virginia Tax-Free Bond Fund.\n\n●Transact\nsuch other business as may properly come before the Shareholder Meeting and any adjournments\nor postponements thereof.\n\nEach\nof these policies is a fundamental policy, which means that a change to the policy requires approval by the Fund’s Board\nof Directors and its shareholders. The Funds’ Boards of Directors have determined that each proposal is in the best interests\nof the Funds and their shareholders because it provides greater flexibility to implement the Funds’ investment strategies.\nAs a result, the directors have approved each proposal and recommend that shareholders vote in favor of each proposal.\n\nWe\nask you to read the information carefully and to submit your vote. You are receiving these combined proxy materials for any Fund(s)\nthat you own. We have combined all of the above proposals into this single proxy statement to reduce Fund expenses associated\nwith separate mailings for each impacted Fund. You are being asked to vote only on a particular proposal if you hold shares of\na Fund that is impacted by that proposal.\n\nWe\nrealize that it may be difficult for most shareholders to attend the Shareholder Meeting and vote their shares in person. However,\nwe do need your vote in order to reach quorum at the Shareholder Meeting with respect to each Fund. Whether or not you plan to\nbe present at the Shareholder Meeting, your vote is very important. If you do not plan to attend the Shareholder Meeting, you\ncan vote online, by telephone, or by signing, dating, and mailing the enclosed proxy card promptly as described on your proxy\ncard and in the enclosed materials. **By voting promptly, you can help the Funds avoid the expense of additional mailings.**\n\nIf\nyou have questions, please call one of our service representatives at 1-800-638-8790. Your participation in this vote is extremely\nimportant.\n\nSincerely,\n\nRobert\nW. Sharps\n\nChief\nExecutive Officer and President, T. Rowe Price Group, Inc.\n\nNotice\nof Joint Special Meeting of Shareholders\n\nT.\nRowe Price California Tax-Free Bond Fund\n\nT. Rowe Price Emerging Markets Stock Fund\n\nT. Rowe Price Georgia Tax-Free Bond Fund\n\nT. Rowe Price Health Sciences Fund\n\nT. Rowe Price Health Sciences Portfolio\n\nT. Rowe Price Institutional Emerging Markets Equity\nFund\n\nT. Rowe Price Intermediate Tax-Free High Yield Fund\n\nT. Rowe Price Maryland Short-Term Tax-Free Bond Fund\n\nT. Rowe Price Maryland Tax-Free Bond Fund\n\nT. Rowe Price Maryland Tax-Free Money Fund\n\nT. Rowe Price New Jersey Tax-Free Bond Fund\n\nT. Rowe Price New York Tax-Free Bond Fund\n\nT. Rowe Price Summit Municipal Income Fund\n\nT. Rowe Price Summit Municipal Intermediate Fund\n\nT. Rowe Price Tax-Efficient Equity Fund\n\nT. Rowe Price Tax-Exempt Money Fund\n\nT. Rowe Price Tax-Free High Yield Fund\n\nT. Rowe Price Tax-Free Income Fund\n\nT. Rowe Price Tax-Free Short-Intermediate Fund\n\nT. Rowe Price U.S. Equity Research ETF\n\nT. Rowe Price U.S. Equity Research Fund\n\nT. Rowe Price U.S. Large-Cap Core Fund\n\nT. Rowe Price Virginia Tax-Free Bond Fund\n\n(collectively, the “Funds”)\n\nT.\nRowe Price Funds\n\n1307 Point Street\n\nBaltimore, Maryland 21231\n\nFran\nPollack-Matz\n\nSecretary\n\nApril\n10, 2026\n\nNotice\nis hereby given that a joint special meeting of shareholders (the “**Shareholder Meeting**”) of the Funds\nwill be held on Thursday, June 25, 2026, at 8 a.m. ET, at the T. Rowe Price headquarters, 1307 Point Street, Baltimore,\nMaryland 21231. The following matters will be considered and acted upon at that time:\n\n1. Change\nthe diversification policy from diversified to nondiversified for the T. Rowe Price Emerging\nMarkets Stock Fund, T. Rowe Price Health Sciences Fund, T. Rowe Price Health Sciences\nPortfolio, T. Rowe Price Institutional Emerging Markets Equity Fund, T. Rowe Price Tax-Efficient\nEquity Fund, T. Rowe Price U.S. Equity Research ETF, T. Rowe Price U.S. Equity Research\nFund, and T. Rowe Price U.S. Large-Cap Core Fund (to be voted on separately by each Fund’s\nshareholders);\n\n2. Change\nthe 80% investment policy for the T. Rowe Price California Tax-Free Bond Fund, T. Rowe Price Georgia Tax-Free Bond Fund,\nT. Rowe Price Intermediate Tax-Free High Yield Fund, T. Rowe Price Maryland Short-Term Tax-Free Bond Fund, T. Rowe Price\nMaryland Tax-Free Bond Fund, T. Rowe Price Maryland Tax-Free Money Fund, T. Rowe Price New Jersey Tax-Free Bond Fund,\nT. Rowe Price New York Tax-Free Bond Fund, T. Rowe Price Summit Municipal Income Fund, T. Rowe Price Summit Municipal\nIntermediate Fund, T. Rowe Price Tax-Exempt Money Fund, T. Rowe Price Tax-Free High Yield Fund, T. Rowe Price Tax-Free\nIncome Fund, T. Rowe Price Tax-Free Short-Intermediate Fund, and T. Rowe Price Virginia Tax-Free Bond Fund (to be voted\non separately by each Fund’s shareholders);\n\n1\n\n3. Eliminate\nthe alternative minimum tax (AMT) fundamental policy for the T. Rowe Price California Tax-Free Bond Fund, T. Rowe Price Georgia\nTax-Free Bond Fund, T. Rowe Price Intermediate Tax-Free High Yield Fund, T. Rowe Price Maryland Short-Term Tax-Free Bond Fund,\nT. Rowe Price Maryland Tax-Free Bond Fund, T. Rowe Price Maryland Tax-Free Money Fund, T. Rowe Price New Jersey Tax-Free Bond Fund,\nT. Rowe Price New York Tax-Free Bond Fund, T. Rowe Price Tax-Exempt Money Fund, T. Rowe Price Tax-Free High Yield Fund, T. Rowe\nPrice Tax-Free Income Fund, T. Rowe Price Tax-Free Short-Intermediate Fund, and T. Rowe Price Virginia Tax-Free Bond Fund (to be\nvoted on separately by each Fund’s shareholders); and\n\n4. To\ntransact such other business as may properly come before the Shareholder Meeting and any adjournments or postponements thereof.\n\nOnly shareholders of record at the close of business on March\n27, 2026 (the “**Record Date**”), are entitled to notice of, and to vote at, this Shareholder Meeting or any adjournment\nor postponement thereof. Shareholders of a Fund are entitled to vote on each proposal with respect to that Fund and not with respect\nto any Fund of which they do not own any shares as of the Record Date. **The Boards of Directors of the Funds recommend that you\nvote in favor of the proposals.**\n\nFRAN POLLACK-MATZ\n\nSECRETARY\n\n2\n\nYOUR\nVOTE IS IMPORTANT\n\n**Shareholders\nare urged to designate their choice on the matters to be acted upon by using one of the\nfollowing four methods:**\n\n**1.\nVote online.***\n\n● Read\nthe proxy statement.\n\n● Go\nto the internet voting site found on your proxy card.\n\n● Enter\nthe control number found on your proxy card.\n\n● Follow\nthe instructions using your proxy card as a guide.\n\n**2.\nVote by telephone.***\n\n● Read\nthe proxy statement.\n\n● Call\nthe toll-free number found on your proxy card.\n\n● Enter\nthe control number found on your proxy card.\n\n● Follow\nthe recorded instructions using your proxy card as a guide.\n\n**3.\nVote by mail.**\n\n● Read\nthe proxy statement.\n\n● Date,\nsign, and return the enclosed proxy card in the envelope provided, which requires no postage if mailed in the United States.\n\n**4.\nAttend the Shareholder Meeting.**\n\n● Read\nthe proxy statement.\n\n● Vote\nyour shares in person by attending the Shareholder Meeting.\n\n● You\nshould bring your proxy card with your control number if you are attending the Shareholder Meeting to vote your shares.\n\n***If\nyou vote online or by telephone, your vote must be received no later than 7:59 a.m. ET on June 25, 2026. If you vote by\nmail, your vote must be received at the address referenced on the proxy card on or before June 24, 2026.**\n\n**Your\nprompt response will help to achieve a quorum at the Shareholder Meeting and avoid the potential for additional expenses\nto the Funds and their shareholders of further solicitation.**\n\n3\n\nJoint\nSpecial Meeting of Shareholders – June 25, 2026\n\nPROXY\nSTATEMENT\n\nThis\nproxy statement relates to the T. Rowe Price California Tax-Free Bond Fund, T. Rowe Price Emerging Markets Stock Fund, T. Rowe\nPrice Georgia Tax-Free Bond Fund, T. Rowe Price Health Sciences Fund, T. Rowe Price Health Sciences Portfolio, T. Rowe Price Institutional\nEmerging Markets Equity Fund, T. Rowe Price Intermediate Tax-Free High Yield Fund, T. Rowe Price Maryland Short-Term Tax-Free\nBond Fund, T. Rowe Price Maryland Tax-Free Bond Fund, T. Rowe Price Maryland Tax-Free Money Fund, T. Rowe Price New Jersey Tax-Free\nBond Fund, T. Rowe Price New York Tax-Free Bond Fund, T. Rowe Price Summit Municipal Income Fund, T. Rowe Price Summit Municipal\nIntermediate Fund, T. Rowe Price Tax-Efficient Equity Fund, T. Rowe Price Tax-Exempt Money Fund, T. Rowe Price Tax-Free High Yield\nFund, T. Rowe Price Tax-Free Income Fund, T. Rowe Price Tax-Free Short-Intermediate Fund, T. Rowe Price U.S. Equity Research ETF,\nT. Rowe Price U.S. Equity Research Fund, T. Rowe Price U.S. Large-Cap Core Fund, and T. Rowe Price Virginia Tax-Free Bond Fund\n(each a “**Fund**,” and collectively, the “**Funds**”). This proxy statement was first delivered\nto shareholders beginning on or about April 10, 2026.\n\nThis\nproxy statement is being furnished to the Funds’ shareholders in connection with the solicitation of proxies by the Funds\nfor use at a joint special meeting of shareholders of the Funds to be held on Thursday, June 25, 2026, at 8 a.m. ET (“**Shareholder\nMeeting**”) at 1307 Point Street, Baltimore, Maryland 21231. At the Shareholder Meeting, shareholders of the Funds will\nbe asked to approve changes to certain fundamental policies of the Funds.\n\nIf\nyou have any questions, please feel free to call us toll free at 1-800-541-5910.\n\n**Who\nis asking for my vote?**\n\nThe\nBoards of Directors (each, a “**Board,**” and collectively, the “**Boards**”) of the Funds request\nthat you vote on the proposals listed in the Notice of Joint Special Meeting of Shareholders, as applicable, for your Fund(s).\nThe votes will be formally counted at the Shareholder Meeting on Thursday, June 25, 2026, and if the Shareholder Meeting is adjourned\nor postponed with respect to any Fund, on the date of the adjourned or postponed meeting. Fund shareholders may vote in person\nat the Shareholder Meeting, online, by telephone, or by returning a completed proxy card in the postage-paid envelope provided.\nDetails can be found on the enclosed proxy insert. Please do not mail the proxy card if you are voting online or by telephone.\n\nWho\nis eligible to vote?\n\nShareholders\nof record at the close of business on March 27, 2026 (the “**Record Date**”) of each Fund are hereby notified of\nthe Shareholder Meeting and are entitled to one vote for each full share and a proportionate vote for each fractional share of\neach Fund they held as of the Record Date. The Notice of Joint Special Meeting of Shareholders, the proxy card, and the Proxy\nStatement began delivering to shareholders of record on or about April 10, 2026. Shareholders of a Fund are entitled to vote on\neach proposal with respect to that Fund and not with respect to any Fund of which they did not own any shares as of the Record\nDate.\n\n4\n\nUnder\nMaryland law, shares owned by two or more persons (whether as joint tenants, co-fiduciaries, or otherwise) will be voted as follows,\nunless a written instrument or court order providing to the contrary has been filed with a Fund: (1) if only one votes, that vote\nwill bind all; (2) if more than one votes, the vote of the majority will bind all; and (3) if more than one votes and the vote\nis evenly divided, the vote will be cast proportionately.\n\nYou\nwill need a control number, which is included on the enclosed proxy card, in order to vote your shares. If you are unable to locate\nyour control number, please contact Computershare Fund Services, the proxy tabulator for the Shareholder Meeting, by emailing\nshareholdermeetings@computershare.com. Any requests for a control number must be received no later than 5 p.m. ET on June 22,\n2026.\n\nHow\ncan I get more information about the Funds?\n\nA\ncopy of each Fund’s most recent prospectus, annual and semiannual shareholder reports, annual and semiannual financial statements\nand other information, and Statement of Additional Information (“**SAI**”) are available at no cost by visiting\nour website at troweprice.com/prospectus; by calling 1-800-541-5910; or by writing to T. Rowe Price, 4515 Painters Mill Road,\nOwings Mills, Maryland 21117.\n\nWhat\nare shareholders being asked to vote on?\n\nAt\na meeting held on March 11, 2026, the Boards, including the independent directors, unanimously approved the following proposals:\n\n●Change\nthe diversification policy from diversified to non-diversified for the T. Rowe Price\nEmerging Markets Stock Fund, T. Rowe Price Health Sciences Fund, T. Rowe Price Health\nSciences Portfolio, T. Rowe Price Institutional Emerging Markets Equity Fund, T. Rowe\nPrice Tax-Efficient Equity Fund, T. Rowe Price U.S. Equity Research ETF, T. Rowe Price\nU.S. Equity Research Fund, and T. Rowe Price U.S. Large-Cap Core Fund (each a “**Diversification\nPolicy Change Fund**” and collectively, the “**Diversification Policy\nChange Funds**”).\n\n●Change\nthe 80% investment policy for the T. Rowe Price California Tax-Free Bond Fund, T. Rowe\nPrice Georgia Tax-Free Bond Fund, T. Rowe Price Intermediate Tax-Free High Yield Fund,\nT. Rowe Price Maryland Short-Term Tax-Free Bond Fund, T. Rowe Price Maryland Tax-Free\nBond Fund, T. Rowe Price Maryland Tax-Free Money Fund, T. Rowe Price New Jersey Tax-Free\nBond Fund, T. Rowe Price New York Tax-Free Bond Fund, T. Rowe Price Summit Municipal\nIncome Fund, T. Rowe Price Summit Municipal Intermediate Fund, T. Rowe Price Tax-Exempt\nMoney Fund, T. Rowe Price Tax-Free High Yield Fund, T. Rowe Price Tax-Free Income Fund,\nT. Rowe Price Tax-Free Short-Intermediate Fund, and T. Rowe Price Virginia Tax-Free Bond\nFund (each an “**80% Investment Policy Change Fund**” and collectively,\nthe “**80% Investment Policy Change Funds**”).\n\n5\n\n●Eliminate\nthe alternative minimum tax (AMT) fundamental policy for the T. Rowe Price California\nTax-Free Bond Fund, T. Rowe Price Georgia Tax-Free Bond Fund, T. Rowe Price Intermediate\nTax-Free High Yield Fund, T. Rowe Price Maryland Short-Term Tax-Free Bond Fund, T. Rowe\nPrice Maryland Tax-Free Bond Fund, T. Rowe Price Maryland Tax-Free Money Fund, T. Rowe\nPrice New Jersey Tax-Free Bond Fund, T. Rowe Price New York Tax-Free Bond Fund, T. Rowe\nPrice Tax-Exempt Money Fund, T. Rowe Price Tax-Free High Yield Fund, T. Rowe Price Tax-Free\nIncome Fund, T. Rowe Price Tax-Free Short-Intermediate Fund, and T. Rowe Price Virginia\nTax-Free Bond Fund (each an “**AMT Policy Change Fund**” and collectively,\nthe “**AMT Policy Change Funds**”).\n\nWhile\nthe Boards have approved these proposals, each policy is considered a fundamental policy, which means that the policy can only\nbe changed with shareholder approval. As a result, the Boards have also approved submitting these proposals to the Funds’\nshareholders for their approval.\n\n**What\nvote is required to approve each proposal?**\n\nFor\neach Fund, the proposal must be approved by the affirmative vote of a majority of the outstanding voting securities of the Fund\nas defined under the Investment Company Act of 1940 (“**1940 Act**”). The 1940 Act defines such vote as the lesser\nof: (1) 67% or more of the relevant Fund’s shares represented at the Shareholder Meeting if the holders of more than 50%\nof the outstanding shares are present in person or by proxy; or (2) more than 50% of the Fund’s outstanding shares. Shareholders\nof all share classes of a particular Fund vote together on any proposal affecting the Fund, unless the matter submitted for approval\napplies only to a particular share class.\n\nWho\nis eligible to vote and what happens if shareholders do not approve a particular proposal?\n\nShareholders\nof a Fund are entitled to vote on each proposal only with respect to that Fund and not with respect to any other Fund of which\nthey do not own any shares as of the Record Date. Accordingly, you are only being asked to vote on the Fund(s) of which you hold\nshares. If any Fund’s shareholders do not approve a particular proposal at the Shareholder Meeting, that Fund’s Board\nmay choose to postpone and adjourn the meeting for that Fund and continue to solicit shareholder votes in an effort to achieve\nquorum and obtain shareholder approval. The adjournment date for the Shareholder Meeting, if needed, is expected to be on or around\nJuly 24, 2026.\n\n6\n\nShareholders\nof each respective Fund will be voting separately on a Fund-by-Fund basis. For each proposal, there are multiple Funds seeking\nshareholder approval of that proposal. If one Fund’s shareholders do not approve a particular proposal, that will not impact\nanother Fund whose shareholders approve the same proposal for that Fund. If a Fund’s shareholders do not pass a proposal\nat the Shareholder Meeting or any adjournments thereof, that Fund will not be able to implement the change associated with that\nproposal and will remain subject to its current fundamental policy.\n\nWhat\ndid the Boards consider in recommending that shareholders approve the proposal for each Fund?\n\nImplementing\nthe change associated with each proposal has been unanimously approved by each Fund’s Board and is now subject to approval\nby each Fund’s shareholders. The Boards considered information and recommendations by the Funds’ investment adviser,\nT. Rowe Price Associates, Inc. (“**T. Rowe Price**”), in approving each of the proposals. More detailed information\nabout each proposal and the relevant factors considered by the Boards in approving each proposal can be found on the following\npages under the heading “MORE INFORMATION ABOUT THE PROPOSALS AND THE BOARDS’ CONSIDERATIONS.”\n\n**The\nBoards of the Funds, including the Funds’ independent directors, recommend that shareholders of each Fund vote FOR the proposal\nto change each Fund’s fundamental investment policy.**\n\nMORE\nINFORMATION ABOUT THE PROPOSALS AND THE BOARDS’ CONSIDERATIONS\n\n**PROPOSAL\nNO. 1 – Diversification Policy Change**\n\n**Summary\nof Proposed Changes**\n\nAt\na meeting on March 11, 2026, the Boards approved submitting a proposal to shareholders to change the diversification policy for\neach Diversification Policy Change Fund.\n\n●Mutual\nfunds and exchange-traded funds (“**ETFs**”) must be classified under\nthe 1940 Act as either diversified or nondiversified.\n\n●Each\nDiversification Policy Change Fund is currently classified as diversified, which requires\nmanaging its portfolio so that its holdings meet certain thresholds governing portfolio\nconcentration and equity ownership.\n\n●If\nthe proposal is approved, the Diversification Policy Change Funds would be permitted\nto invest a larger percentage of their assets in a smaller number of issuers.\n\n7\n\n**Reasons\nfor the Diversification Policy Changes**\n\n●Increased\nlevels of issuer concentration in the Diversification Policy Change Funds’ benchmarks\nhave presented challenges for portfolio managers because operating as diversified has\nlimited their ability to overweight certain holdings consistent with the benchmark or\ncaused them to underweight certain holdings relative to their desired allocation.\n\n●The\nswitch to nondiversified status will benefit the Diversification Policy Change Funds\nand their shareholders through increased investment flexibility, greater ability to stay\naligned with benchmarks, and the potential to generate better performance.\n\n●If\nthe proposal is approved, each Diversification Policy Change Fund would continue to be\nsubject to specific tax diversification requirements that apply to all registered investment\ncompanies.\n\n**More\nDetailed Information about the Proposed Changes**\n\nUnder\nthe 1940 Act, mutual funds and ETFs are required to be registered with the U.S. Securities and Exchange Commission (“**SEC**”)\nas either diversified or nondiversifed and a fund’s diversification policy is required to be a fundamental policy, meaning\nthat it can only be changed with shareholder approval. Each Diversification Policy Change Fund is currently classified as diversified\nand therefore must operate in compliance with the 1940 Act diversification requirements.\n\nAs\na diversified fund, each Diversification Policy Change Fund is currently more limited in its ownership of securities of any single\nissuer than nondiversified funds. Funds that are registered as diversified under the 1940 Act may not: (i) purchase a security\nif, as a result, with respect to 75% of the value of the fund’s total assets, more than 5% of the value of the fund’s\ntotal assets would be invested in the securities of a single issuer, except for cash, securities issued or guaranteed by the U.S.\ngovernment, its agencies, or instrumentalities and securities of other investment companies; and (ii) purchase a security if,\nas a result, with respect to 75% of the value of the fund’s total assets, more than 10% of the outstanding voting securities\nof any issuer would be held by the fund (other than obligations issued or guaranteed by the U.S. government, its agencies, or\ninstrumentalities, or investments in securities of other investment companies).\n\nNondiversified\nfunds, on the other hand, are not subject to the diversification limits described above and can hold a greater percentage of their\nassets in the securities of a single issuer. Under applicable SEC guidance, if a nondiversified fund operates as diversified for\nmore than three consecutive years, the fund would automatically convert to a diversified fund for 1940 Act diversification purposes,\nwhich would then require shareholder approval to switch back to nondiversified status.\n\nIf\nshareholders approve the proposal, the switch to nondiversified status will allow the Diversification Policy Change Funds to invest\na larger percentage of their assets in a smaller number of issuers, which will provide the Diversification Policy Change Funds’\nportfolio managers with increased investment flexibility and the potential for better investment performance.\n\n8\n\nIn\naddition, if shareholders approve the proposal, each Diversification Policy Change Fund would continue to be subject to diversification\ntests under Subchapter M of the Internal Revenue Code (“**IRC**”) that apply to regulated investment companies.\nTo qualify under the IRC, among other requirements, each Diversification Policy Change Fund will still be required to limit its\ninvestments so that, at the close of each quarter of the taxable year: (i) not more than 25% of a fund’s total assets will\nbe invested in the securities of a single issuer; and (ii) with respect to 50% of its total assets, not more than 5% of its total\nassets will be invested in the securities of a single issuer and a fund will not own more than 10% of the outstanding voting securities\nof a single issuer.\n\nAlthough\nthe Diversification Policy Change Funds are not index funds, they are nevertheless managed with an awareness of particular holdings\nand sectors represented in their benchmarks and other indexes used to evaluate their performance. Markets have recently been operating\nat all-time highs in terms of index concentration levels in the largest positions. In particular, many large-cap growth indexes\nand other indexes with higher weightings to technology stocks have become much more concentrated at the individual stock level.\nFor example, the average concentration level of the top 10 holdings in the S&P 500 Index over the last 50 years was 22%. Whereas,\nas of the end of January 2026, the top 10 positions in the S&P 500 Index represented approximately 40% of the index. Although\nissuer concentration levels have historically fluctuated in many indexes, T. Rowe Price believes that the trend toward increased\nissuer concentrations in indexes is likely to persist.\n\nThe\nT. Rowe Price Emerging Markets Stock Fund and T. Rowe Price Institutional Emerging Markets Equity Fund (“**EM Funds**”)\nutilize the MSCI Emerging Markets Index to measure their performance. The index has seen an increase in the concentration of large\npositions, particularly driven by one position, Taiwan Semiconductor, which is a company held in the MSCI Emerging Markets Index\nat a weighting of nearly 13% as of the end of January 2026. The EM Funds have an overweight position in this company, as well\nas overweight positions (above 5%) in three other companies that represent slightly less than 5% of the index (Samsung Electronics,\nTencent, and SK Hynix) but could exceed 5% of the index in the near future. Changing the EM Funds to nondiversified would allow\nthe portfolio managers to continue to maintain these overweight positions against a benchmark that has seen increasing concentration\nin some of these larger positions. The EM Funds previously changed to nondiversified in 2021 but, because they did not operate\nas nondiversified for a three-year period, they reverted to diversified. However, T. Rowe Price believes it will be challenging\nfor the EM Funds to operate effectively as diversified because the index has become far more concentrated, particularly in the\npositions noted above.\n\nThe\nT. Rowe Price Health Sciences Fund and T. Rowe Price Health Sciences Portfolio (“**Health Sciences Funds**”) are\nsector-focused funds that have a narrower investment universe than more broadly diversified funds. Because of this, many of the\nT. Rowe Price funds that focus on a particular sector or industry already are registered and operate as nondiversified. As of\nthe end of January 2026, approximately 28% of the Health Sciences Funds’ benchmark, the Russell 3000 Health Care® Index,\nincluded holdings greater than 5% of the index (Eli Lilly, Johnson & Johnson, and AbbVie), and the index has other holdings\nthat were also greater than 5% in recent months (United Health Care and Merck). While the Health Sciences Funds are each currently\noperating under the 25% limit on aggregate holdings in positions that exceed 5% of the Fund, the Health Sciences Funds have approached\nthis limit in recent months when positions in Stryker, Intuitive Surgical, and United Health Group were also above 5%. Changing\nthe Health Sciences Funds to nondiversified would allow the portfolio manager to manage those holdings at appropriate levels relative\nto the benchmark.\n\n9\n\nThe\nT. Rowe Price Tax-Efficient Equity Fund (“**Tax-Efficient Fund**”) utilizes the Russell 3000 Growth® Index\nto measure its performance. As of the end of January 2026, nearly 40% of the index was comprised of holdings that were greater\nthan 5% (Nvidia, Apple, Microsoft, and Alphabet). Also of note, two additional index constituents (Amazon and Broadcom) were below\n5% at the end of January 2026 but have been above 5% in recent months. The index concentration has been persistent and changing\nthe Tax-Efficient Fund to nondiversified will allow the portfolio manager to operate with greater flexibility and express appropriate\nconviction in these large companies.\n\nThe\nT. Rowe Price U.S. Equity Research ETF, T. Rowe Price U.S. Equity Research Fund, and T. Rowe Price U.S. Large-Cap Core Fund (“**U.S.\nCore Funds**”) utilize the S&P 500 Index, which has demonstrated increasing concentration in its largest positions,\nto measure their performance. As of the end of January 2026, 25.7% of the S&P 500 Index included holdings that were greater\nthan 5% positions in the benchmark (Nvidia, Apple, Microsoft, and Alphabet). This represents a significant increase from one year\nago when only 18.9% of the index included holdings greater than 5%. Changing the U.S. Core Funds to nondiversified would allow\nthe portfolio managers greater flexibility to initiate overweight positions in certain stocks when they feel that is appropriate.\nThis is especially important for the T. Rowe Price U.S. Equity Research ETF and T. Rowe Price U.S. Equity Research Fund, which\ninvolve a structured, benchmark aware, investment process, but this increased flexibility would also be beneficial for the T.\nRowe Price U.S. Large-Cap Core Fund.\n\nDue\nto the 1940 Act diversification requirements, the Diversification Policy Change Funds may be underweighting certain holdings relative\nto their weights in their respective benchmarks even if the portfolio managers find them to be attractive investment opportunities.\nIn practice, this means that the Diversification Policy Change Funds may not be able to invest in certain issuers to the extent\nthe portfolio managers desire as a result of the need to comply with the 1940 Act diversification requirements.\n\nSome\nof the Diversification Policy Change Funds are currently over the 25% limit for diversified funds due to market appreciation,\nwhich is permissible because the diversification limits apply at the time of purchase. However, the Diversification Policy Change\nFunds above the 25% limit currently are restricted from making additional purchases of any issuer that currently represents more\nthan 5% of the Fund’s portfolio, unless the total of those 5% positions is reduced below 25%.\n\n10\n\nT.\nRowe Price and the Boards believe that reclassifying each Diversification Policy Change Fund as nondiversified is in the best\ninterests of each Diversification Policy Change Fund and its shareholders because the nondiversified status will provide the Diversification\nPolicy Change Funds’ portfolio managers with increased investment flexibility and the potential to generate better investment\nperformance. This additional flexibility is important given the weightings of the largest holdings in the Diversification Policy\nChange Funds’ respective benchmarks and the appreciation of some of the Diversification Policy Change Funds’ largest\nholdings.\n\nT.\nRowe Price recognizes that a nondiversified fund typically presents a greater degree of investment risk due to its ability to\nmake more concentrated investments. Because a nondiversified fund can invest more of its assets in a smaller number of issuers,\nit is more exposed to the risks associated with an individual issuer than a diversified fund that invests more broadly across\nmany issuers. For example, poor performance by a single large holding of a nondiversified fund could adversely affect the fund’s\nperformance more than if the fund were invested in a larger number of issuers. If approved, the heightened risks associated with\na nondiversified fund would be clearly disclosed in each Diversification Policy Change Fund’s prospectus.\n\nFor\nthe reasons set forth above, the Boards are seeking your approval to change the diversification policy applicable to each Diversification\nPolicy Change Fund. The Boards considered all relevant factors, including the potential impact of the proposal on the Diversification\nPolicy Change Funds and their shareholders. Following consideration of these matters, the Boards unanimously approved the proposed\nchange to reclassify each Diversification Policy Change Fund as nondiversified.\n\n**Effective\nDate for the Changes**\n\nIf\nthe proposal is approved by shareholders of all Diversification Policy Change Funds at the Shareholder Meeting, the switch from\ndiversified to nondiversified is expected to become effective for all Diversification Policy Change Funds on or about July 1,\n2026, and each Diversification Policy Change Fund’s prospectus and SAI will be revised accordingly.\n\nIf\nthe Shareholder Meeting needs to be adjourned or postponed with respect to any Diversification Policy Change Fund, it is expected\nthat any Diversification Policy Change Fund that has already received shareholder approval will still implement the policy change\non July 1, 2026. However, the effective date may be delayed if the Shareholder Meeting needs to be adjourned or postponed for\na particular Diversification Policy Change Fund and it is determined to be prudent to implement the proposal at the same time\nfor all Diversification Policy Change Funds. As a result, it is possible that the effective date of the proposal may be delayed\nfor certain Diversification Policy Change Funds until all Diversification Policy Change Funds have received shareholder approval.\n\n11\n\n**The\nBoards of the Diversification Policy Change Funds, including the Diversification Policy Change Funds’ independent directors,\nrecommend that shareholders of each Diversification Policy Change Fund vote FOR the proposal to change each Diversification Policy\nChange Fund’s policy from diversified to nondiversified.**\n\n**PROPOSAL\nNO. 2 – 80% Investment Policy Change**\n\n**Summary\nof Proposed Changes**\n\nAt\na meeting on March 11, 2026, the Boards approved submitting a proposal to shareholders to change the 80% investment policy for\neach 80% Investment Policy Change Fund. At the same meeting, the Boards approved other changes described below (some of which\ndo not require shareholder approval) that will impact the 80% Investment Policy Change Funds:\n\n●**Name\nChanges.** Most of the 80% Investment Policy Change Funds currently use “tax-free”\nor “tax-exempt” in their names. The Boards approved changing these terms\nto “municipal” to better align with industry standards and provide more investment\nflexibility. Two of the 80% Investment Policy Change Funds already reference “municipal”\nin their name, but their names are also being changed.\n\n●**Elimination\nof AMT Policy.** Most of the 80% Investment Policy Change Funds currently have a policy\nthat limits or prohibits investments in bonds subject to the federal alternative minimum\ntax (“**AMT**”). Eliminating this policy will allow for greater investment\nflexibility.\n\nThe\nname changes will take effect for each 80% Investment Policy Change Fund on August 1, 2026, regardless of whether shareholders\napprove the proposed 80% investment policy changes. All but two of the 80% Investment Policy Change Funds have a fundamental policy\nrelating to AMT, for which the Board has approved submitting a separate proposal to shareholders to change that policy. (More\ndetails on that proposed change can be found under Proposal No. 3.)\n\n**Reasons\nfor the Name Changes**\n\nIndustry\npractice generally favors using “municipal” in names of funds that are focused on investments in municipal bonds.\nUnder SEC guidance, funds named “tax-free” or “tax-exempt” cannot count AMT bonds toward compliance with\ntheir 80% investment policy, but funds using “municipal” can. T. Rowe Price believes that being able to invest more\nin AMT bonds, when appropriate, could add value for shareholders without increasing overall risk, although portfolio managers\nwill still carefully manage AMT exposure.\n\n12\n\n**Reasons\nfor the 80% Investment Policy Changes**\n\nCurrently,\nthe 80% Investment Policy Change Funds use a mix of asset-based and income-based approaches to comply with the requirements of\nRule 35d-1 under the 1940 Act (“**Names Rule**”). The Boards are asking shareholders to approve new 80% investment\npolicies that would enable moving to a single asset-based approach to compliance monitoring. This approach is easier to monitor,\nreduces compliance risks, and aligns the policies with the new names of the 80% Investment Policy Change Funds. Other key points\nregarding the proposal include:\n\n●The\nnew policies will reference “municipal bonds” to match the new names.\n\n●The\npolicies will be monitored based only on assets as opposed to future income, making compliance\nsimpler.\n\n●The\nchanges are not expected to materially affect how the 80% Investment Policy Change Funds\nare managed but will give portfolio managers more flexibility and better align with industry\nstandards.\n\n●The\nnew policies will remove unnecessary references to certain terms and update other terms\nto more closely align with regulatory requirements.\n\n**More\nDetailed Information about the Proposed Changes**\n\nAt\nthe March 11, 2026 meeting where the Boards approved submitting the 80% investment policy change proposal to shareholders for\napproval, the Boards also approved a change to the name of each 80% Investment Policy Change Fund, as well as the elimination\nof any operating policy or fundamental policy applicable to an 80% Investment Policy Change Fund that limits the purchases of\nbonds subject to AMT. Changes to operating policies require Board approval whereas changes to fundamental policies generally require\nBoard approval and shareholder approval. Accordingly, the name changes and elimination of an AMT operating policy require only\nBoard approval while the elimination of an AMT fundamental policy also requires shareholder approval. As a result, the name changes\nand elimination of an AMT operating policy will occur regardless of whether shareholder approval is successfully obtained to also\nchange the 80% investment policy for each 80% Investment Policy Change Fund.\n\nMost\nof the 80% Investment Policy Change Funds include either the term “tax-free” or “tax-exempt” in their\nname. Across the industry, however, T. Rowe Price’s research shows that the term “municipal” has become the\ndominant naming convention for funds that focus their investments on tax-exempt investments such as municipal bonds. Further,\nunder current SEC guidance, funds that use the term “tax-exempt” or “tax-free” in their names may not\ncount securities that generate income subject to the AMT toward their 80% investment requirement pursuant to the Names Rule, whereas\nfunds that use the term “municipal” are permitted to count such securities toward their 80% investment requirement.\n\nAs\na result, the Boards have approved changing the 80% Investment Policy Change Funds’ names to replace “tax-free”\nand “tax-exempt” with “municipal” in an effort to better align with industry naming standards and provide\nincreased investment flexibility. (We note that two of the 80% Investment Policy Change Funds already reference the term “municipal”\nin their name, but there will be other changes to those Funds’ names, including the removal of the term “Summit.”)\n\n13\n\nIn\nconnection with the name changes, the Boards also approved changing the 80% investment policy required by the Names Rule for each\n80% Investment Policy Change Fund to align with its new name (e.g., by referencing “municipal bonds” specifically\nin the policy) and provide greater portfolio management flexibility.\n\nWhile\nfunds may normally elect to make an 80% investment policy adopted to comply with the Names Rule a non-fundamental policy (requiring\n60 days’ notice to shareholders of any change) or a fundamental policy, such policies are required by the Names Rule to\nbe fundamental policies for funds with names suggesting that the fund’s distributions are tax-exempt like the 80% Investment\nPolicy Change Funds.\n\nThe\nNames Rule requires a fund with a name suggesting that the fund’s distributions are exempt from Federal income tax or from\nboth Federal and State income tax to adopt a fundamental policy to: (i) invest, under normal circumstances, at least 80% of the\nvalue of its assets in investments the income from which is exempt, as applicable, from Federal income tax or from both Federal\nand State income tax; or (ii) invest, under normal circumstances, its assets so that at least 80% of the income that it distributes\nwill be exempt, as applicable, from Federal income tax or from both Federal and State income tax.\n\nBased\non this Names Rule requirement, a tax-exempt fund (whether the fund includes the term tax-free, tax-exempt, or municipal in its\nname) may adopt either an asset-based 80% investment policy (i.e., based on the current values of holdings that are tax-exempt)\n**or** an income-based 80% investment policy (i.e., based on the tax-exempt income that will be distributed), but the Names\nRule does not require both. However, many of the 80% Investment Policy Change Funds have adopted both an asset-based 80% investment\npolicy **and** an income-based 80% investment policy, and several other 80% Investment Policy Change Funds have adopted just\nan income-based 80% investment policy. Industry standards for tax-exempt funds, regardless of whether their name includes the\nterm tax-free, tax-exempt, or municipal, typically take one of two approaches to adopting 80% investment policies pursuant to\nthe Names Rule: (i) a policy that is solely asset-based; or (ii) a policy that can be either asset-based or income-based. Tax-exempt\nfunds prefer asset-based policies because they can be easily monitored for Names Rule compliance on a current basis, whereas monitoring\nincome-based policies typically involves sourcing data from multiple systems and is based on future income. In addition, certain\namendments to the Names Rule that will be going into effect could make monitoring and compliance even more challenging for funds\nwith income-based policies.\n\nAs\na result, the Boards recommend that shareholders take this opportunity to change the 80% investment policy for each 80% Investment\nPolicy Change Fund to a policy that more closely aligns with industry standards, provides for solely asset-based monitoring, and\nspecifically references municipal bonds and any other term in the Funds’ new names that is in scope for the Names Rule.\nThese revised 80% investment policies are not expected to result in any material changes to how the 80% Investment Policy Change\nFunds are managed. Whether or not the proposed changes to the 80% investment policies are approved by shareholders, the 80% Investment\nPolicy Change Funds would be permitted to increase their exposure to bonds subject to the AMT as a result of the name changes\n(i.e., the flexibility to include bonds subject to AMT toward an 80% Investment Policy Change Fund’s 80% basket due to “municipal”\nbeing added to the name) and approvals to eliminate the AMT-related operating policies. T. Rowe Price and the Boards believe that\nshareholders will benefit from changes to the 80% investment policies through greater portfolio management flexibility, more closely\naligning the policies with specific Names Rule requirements, aligning the policies with the 80% Investment Policy Change Funds’\nnew names to avoid potential confusion in the marketplace, and reduced compliance risks by eliminating income-based policies in\nfavor of asset-based policies for all 80% Investment Policy Change Funds.\n\n14\n\nThe\nNames Rule requires a fund whose name suggests a focus on a particular type of investment or a geographic region to adopt a policy\nto invest at least 80% of the value of its assets in the type of investment or geographic region suggested by the fund’s\nname. As a result, the term municipal and any specific state referenced in an 80% Investment Policy Change Fund’s name are\nin scope for the Names Rule and either or both of these terms are appropriately included in the recommended revised 80% investment\npolicies.\n\nTypically,\nthe term “high yield” is in scope for the Names Rule and requires the adoption of an 80% investment policy relating\nto below investment-grade corporate bonds. Under current SEC guidance, funds that use the term “high-yield” in conjunction\nwith the term “municipal,” “tax-exempt,” or similar in their names are not required to invest at least\n80% in below investment-grade municipal securities in recognition that the market for below investment-grade municipal bonds is\nsmaller and relatively less liquid than its taxable counterpart. As a result, the T. Rowe Price Intermediate Tax-Free High Yield\nFund (to be renamed the T. Rowe Price Intermediate High Yield Municipal Bond Fund) and the T. Rowe Price Tax-Free High Yield Fund\n(to be renamed the T. Rowe Price High Yield Municipal Bond Fund) are seeking to adopt 80% investment policies relating to municipal\nbonds but not to high yield or below investment-grade bonds. The inclusion of such terms in the policy would unnecessarily constrain\nportfolio management and increase these Funds’ risk profile for shareholders.\n\nThere\nare also certain 80% Investment Policy Change Funds that reference “total assets” instead of “net assets”\n(the Names Rule defines “assets” to mean net assets plus the amounts of any borrowings for investment purposes), reference\n“investment-grade” even though it is not in scope for the Names Rule, and have a higher investment threshold than\n80% as part of their policy. We seek to revise these policies to remove unnecessary terms and update terms that will bring the\npolicies more in line with specific Names Rule requirements.\n\nFinally,\nwe believe it is prudent to include the term “regular” as a modifier before the term “federal income taxes”\nin the policies. Many other tax-exempt funds with municipal in their name take a similar approach to constructing their 80% investment\npolicies, and we believe that including this additional term may make it clearer to the marketplace that bonds subject to AMT\nmay be included toward compliance with each 80% Investment Policy Change Fund’s revised policy.\n\n15\n\nFor\nthe reasons set forth above, the Boards are seeking your approval to change the 80% investment policy applicable to each 80% Investment\nPolicy Change Fund as follows (the new name that will become effective on August 1, 2026 for each 80% Investment Policy Change\nFund is included for reference):\n\nCurrent\nFund\n\nName\nNew\nFund\n\nName\nCurrent\n80%\n\nPolicy(ies)\nProposed\nNew 80%\n\nPolicy\n\nT.\nRowe Price California Tax-Free Bond Fund\nT.\nRowe Price California Municipal Bond Fund\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in bonds that pay interest\nexempt from federal and California state income taxes, and at least 80% of the fund’s income is expected to be exempt\nfrom federal and California state income taxes.\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal bonds whose\nincome is exempt from regular federal and California state income taxes.\n\nT.\nRowe Price Georgia Tax-Free Bond Fund\nT.\nRowe Price Georgia Municipal Bond Fund\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in bonds that pay interest\nexempt from federal and Georgia state income taxes, and at least 80% of the fund’s income is expected to be exempt from\nfederal and Georgia state income taxes.\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal bonds whose\nincome is exempt from regular federal and Georgia state income taxes.\n\n16\n\nCurrent\nFund\n\nName\nNew\nFund\n\nName\nCurrent\n80%\n\nPolicy(ies)\nProposed\nNew 80%\n\nPolicy\n\nT. Rowe Price Intermediate Tax-Free High Yield Fund\nT.\nRowe Price Intermediate High Yield Municipal Bond Fund\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in securities whose interest\nis free from federal income taxes, and normally at least 80% of the fund’s income will be exempt from federal income\ntaxes.\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal bonds whose\nincome is exempt from regular federal income taxes.\n\nT.\nRowe Price Maryland Short-Term Tax-Free Bond Fund\nT.\nRowe Price Maryland Short-Term Municipal Bond Fund\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in bonds that pay interest\nexempt from federal and Maryland state and local income taxes, and at least 80% of the fund’s income is expected to\nbe exempt from federal and Maryland state and local income taxes.\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal bonds whose\nincome is exempt from regular federal and Maryland state income taxes.\n\nT.\nRowe Price Maryland Tax-Free Bond Fund\nT.\nRowe Price Maryland Municipal Bond Fund\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in bonds that pay interest\nexempt from federal and Maryland state and local income taxes, and at least 80% of the fund’s income is expected to\nbe exempt from federal and Maryland state and local income taxes.\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal bonds whose\nincome is exempt from regular federal and Maryland state income taxes.\n\n17\n\nCurrent\nFund\n\nName\nNew\nFund\n\nName\nCurrent\n80%\n\nPolicy(ies)\nProposed\nNew 80%\n\nPolicy\n\nT.\nRowe Price Maryland Tax-Free Money Fund\nT.\nRowe Price Maryland Municipal Money Fund\nThe\nfund normally invests at least 65% of its total assets in Maryland municipal securities, and at least 80% of the fund’s\nincome is expected to be exempt from federal and Maryland state and local income taxes.\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal money market\nsecurities whose income is exempt from regular federal and Maryland state income taxes.\n\nT.\nRowe Price New Jersey Tax-Free Bond Fund\nT.\nRowe Price New Jersey Municipal Bond Fund\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in bonds that pay interest\nexempt from federal and New Jersey state income taxes, and at least 80% of the fund’s income is expected to be exempt\nfrom federal and New Jersey state income taxes.\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal bonds whose\nincome is exempt from regular federal and New Jersey state income taxes.\n\nT.\nRowe Price New York Tax-Free Bond Fund\nT.\nRowe Price New York Municipal Bond Fund\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in bonds that pay interest\nexempt from federal, New York state, and New York City income taxes, and at least 80% of the fund’s income is expected\nto be exempt from federal, New York state, and New York City income taxes.\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal bonds whose\nincome is exempt from regular federal and New York state income taxes.\n\n18\n\nCurrent\nFund\n\nName\nNew\nFund\n\nName\nCurrent\n80%\n\nPolicy(ies)\nProposed\nNew 80%\n\nPolicy\n\nT.\nRowe Price Summit Municipal Income Fund\nT.\nRowe Price Core Plus Municipal Bond Fund\nThe\nfund normally invests at least 80% of its total assets in investment-grade municipal securities, which are securities rated\nin one of the four highest rating categories by at least one credit rating agency or, if unrated, deemed by the adviser to\nbe of comparable quality. Normally, at least 80% of the fund’s income will be exempt from federal income taxes.\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal bonds whose\nincome is exempt from regular federal income taxes.\n\nT.\nRowe Price Summit Municipal Intermediate Fund\nT.\nRowe Price Intermediate Municipal Bond Fund\nThe\nfund normally invests at least 90% of its total assets in investment-grade municipal securities, which are securities rated\nin one of the four highest rating categories by at least one credit rating agency or, if unrated, deemed by the adviser to\nbe of comparable quality. Normally, at least 80% of the fund’s income will be exempt from federal income taxes.\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal bonds whose\nincome is exempt from regular federal income taxes.\n\nT.\nRowe Price Tax-Exempt Money Fund\nT.\nRowe Price Municipal Money Fund\nNormally,\nat least 80% of the fund’s income will be exempt from federal income taxes.\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal money market\nsecurities whose income is exempt from regular federal income taxes.\n\n19\n\nCurrent\nFund\n\nName\nNew\nFund\n\nName\nCurrent\n80%\n\nPolicy(ies)\nProposed\nNew 80%\n\nPolicy\n\nT.\nRowe Price Tax-Free High Yield Fund\nT.\nRowe Price High Yield Municipal Bond Fund\nNormally,\nat least 80% of the fund’s income will be exempt from federal income taxes.\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal bonds whose\nincome is exempt from regular federal income taxes.\n\nT.\nRowe Price Tax-Free Income Fund\nT.\nRowe Price Core Municipal Bond Fund\nNormally,\nat least 80% of the fund’s income will be exempt from federal income taxes.\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal bonds whose\nincome is exempt from regular federal income taxes.\n\nT.\nRowe Price Tax-Free Short-Intermediate Fund\nT.\nRowe Price Short-Intermediate Municipal Bond Fund\nNormally,\nat least 80% of the fund’s income will be exempt from federal income taxes.\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal bonds whose\nincome is exempt from regular federal income taxes.\n\nT.\nRowe Price Virginia Tax-Free Bond Fund\nT.\nRowe Price Virginia Municipal Bond Fund\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in bonds that pay interest\nexempt from federal and Virginia state income taxes, and at least 80% of the fund’s income is expected to be exempt\nfrom federal and Virginia state income taxes.\nThe\nfund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal bonds whose\nincome is exempt from regular federal and Virginia state income taxes.\n\n20\n\nThe\nBoards considered all relevant factors, including the potential impact of the proposal on the 80% Investment Policy Change Funds\nand their shareholders. Following consideration of these matters, the Boards unanimously approved the proposed change to the 80%\ninvestment policy for each 80% Investment Policy Change Fund.\n\n**Effective\nDate for the Changes**\n\nIf\nthe proposal is approved by shareholders of an 80% Investment Policy Change Fund at the Shareholder Meeting or at a subsequent\nshareholder meeting due to any adjournments or postponements, the change to the 80% investment policy is expected to become effective\nfor all 80% Investment Policy Change Funds that have received shareholder approval on or about August 1, 2026. Consistent with\nthe effective date of the change, each 80% Investment Policy Change Fund’s prospectus and SAI will be revised accordingly.\n\n**The\nBoards of the 80% Investment Policy Change Funds, including the 80% Investment Policy Change Funds’ independent directors,\nrecommend that shareholders of each 80% Investment Policy Change Fund vote FOR the proposal to change each 80% Investment Policy\nChange Fund’s policy to the new 80% investment policy that has been approved by the Boards.**\n\n**PROPOSAL\nNO. 3 – AMT Fundamental Policy Elimination**\n\n**Summary\nof Proposed Changes**\n\nAt\na meeting on March 11, 2026, the Boards approved submitting a proposal to shareholders to eliminate the AMT fundamental policy\nfor each AMT Policy Change Fund. At the same meeting, the Boards approved other changes described below (some of which do not\nrequire shareholder approval) that impact each AMT Policy Change Fund:\n\n●**Name\nChanges.** Each AMT Policy Change Fund currently references either “tax-free”\nor “tax-exempt” in its name. The Boards approved changing these terms to\n“municipal” to better align with industry standards and provide more investment\nflexibility.\n\n●**Elimination\nof AMT Operating Policy.** The T. Rowe Price Tax-Free Income Fund and T. Rowe Price\nTax-Exempt Money Fund currently have an operating policy that prohibits or limits investments\nin bonds subject to AMT. These operating policies will be eliminated, effective May 1,\n2026, allowing for greater flexibility.\n\nAlthough\nthese AMT operating policies will be eliminated for the T. Rowe Price Tax-Exempt Money Fund and T. Rowe Price Tax-Free Income\nFund, each AMT Policy Change Fund (including the T. Rowe Price Tax-Exempt Money Fund and T. Rowe Price Tax-Free Income Fund) is\nsubject to a fundamental policy that allows only up 20% of income to be derived from securities subject to AMT. The name changes\nwill take effect for each AMT Policy Change Fund on August 1, 2026, regardless of whether shareholders approve the proposed elimination\nof the AMT fundamental policy.\n\n21\n\n**Reasons for the AMT Policy Elimination**\n\nAs a result of the name changes, the AMT Policy Change Funds\nwill no longer require a 20% limit on bonds subject to AMT because funds with “municipal” in their name can count AMT\nbonds toward compliance with their 80% investment policy. T. Rowe Price believes that being able to invest more in AMT bonds, when\nappropriate, could add value for shareholders without increasing overall risk, although portfolio managers will still carefully\nmanage AMT exposure.\n\nOther key points regarding the proposal include:\n\n●The policy elimination will better align with the policies of other “municipal” funds once the new names become\neffective.\n\n●The policy elimination would provide the potential to generate better performance with minimal impact on overall duration or\ncredit risk.\n\n●The changes are not expected to materially affect how the AMT Policy Change Funds are managed but will give portfolio managers\nmore flexibility and better align with industry standards.\n\n●If approved, portfolio managers would still appropriately limit the amount of AMT exposure based on market conditions and AMT\npolicies.\n\n**More Detailed Information about the Proposed Changes**\n\nAt the March 11, 2026 meeting where the Boards approved submitting\nthe AMT fundamental policy elimination proposal to shareholders for approval, the Boards also approved a change to the name of\neach AMT Policy Change Fund, as well as the elimination of an operating policy applicable to the T. Rowe Price Tax-Exempt Money\nFund that prohibits purchases of bonds subject to AMT and an operating policy applicable to the T. Rowe Price Tax-Free Income Fund\nthat limits purchases of bonds subject to AMT to less than 20%. The name changes and elimination of the AMT operating policies\nrequire only Board approval and do not also require shareholder approval.\n\nHowever, each AMT Policy Change Fund is subject to a fundamental\npolicy that allows only up 20% of an AMT Policy Change Fund’s income to be derived from securities subject to AMT, even though\nsuch a policy is not required to be a fundamental policy under the 1940 Act. The Boards have approved eliminating this AMT fundamental\npolicy, which will also require shareholder approval. Regardless of whether shareholder approval is successfully obtained to change\nthe AMT fundamental policy for each AMT Policy Change Fund, the name changes will become effective on August 1, 2026, and the elimination\nof the AMT operating policies will become effective on May 1, 2026.\n\nEach AMT Policy Change Fund currently includes either the term\n“tax-free” or “tax-exempt” in its name. Across the industry, however, T. Rowe Price’s research shows\nthat the term “municipal” has become the dominant naming convention for funds that focus their investments in tax-exempt\ninvestments such as municipal bonds. As a result, the Boards have approved changing the AMT Policy Change Funds’ names to\nreplace “tax-free” and “tax-exempt” with “municipal” in an effort to better align with industry\nnaming standards and provide increased investment flexibility. This increased investment flexibility results in part from current\nSEC guidance, which does not allow funds that use the term “tax-exempt” or “tax-free” in their names to\ncount securities that generate income subject to the AMT toward their 80% investment requirement pursuant to the Names Rule, whereas\nfunds that use the term “municipal” are permitted to count such securities toward their 80% investment requirement.\n\n22\n\nMost of the AMT Policy Change Funds currently invest in AMT\nBonds to varying degrees. However, notwithstanding the AMT fundamental policy, the current names of the AMT Policy Change Funds\ncreate an implied 20% limit on AMT bonds due to their inability to include any AMT bonds toward their 80% investment policy. The\nname changes alone would offer the flexibility to invest greater than 20% in AMT bonds regardless of whether the proposed 80% investment\npolicy change is also approved by shareholders, but that increased flexibility cannot be realized without the corresponding elimination\nof the AMT fundamental policy.\n\nMany bonds that are subject to AMT currently offer a yield advantage\nover bonds that are not subject to AMT, even though the bonds tend to have similar features and risk profiles. T. Rowe Price believes\nthat an increased allocation to AMT bonds, where appropriate, could be an additional source of alpha for the AMT Policy Change\nFunds with little added duration and no increase in overall credit risk. If the proposal to eliminate the AMT fundamental policy\nis approved by shareholders, the AMT Policy Change Funds’ portfolio managers intend to appropriately limit the amount of\nAMT exposure based on the particular strategy and market conditions, including monitoring the yield advantage that may be available\nthrough AMT bonds and any changes to tax laws or policies that could impact shareholders. In addition, there are only certain sectors\nof the municipal market that issue bonds subject to AMT, and T. Rowe Price strives to manage the AMT Policy Change Funds to be\ndiversified across many sectors when possible, so T. Rowe Price believes it would be impractical for any AMT Policy Change Funds\nto have significant allocations to AMT bonds even with the fundamental policy elimination.\n\nT. Rowe Price’s research shows that most competitor funds\nwith “municipal” in their name do not have similar policies that limit AMT exposure. Notably, the T. Rowe Price Summit\nMunicipal Income Fund and T. Rowe Price Summit Municipal Intermediate Fund (as well as all T. Rowe Exchange-Traded Funds with “municipal”\nin their name) have never been subject to any fundamental policy or operating policy restrictions on AMT and are permitted to invest\nwithout limit in AMT bonds even though such exposure has rarely exceeded 20%. Although the AMT Policy Change Funds may increase\ntheir exposure to AMT bonds as a result of the name changes, T. Rowe Price believes that the AMT Policy Change Funds will be at\na competitive disadvantage if they are required to continue to limit overall AMT exposure to 20%, which could constrain portfolio\nmanagement and be detrimental to shareholders. Even if the AMT Policy Change Funds are ultimately able to increase their overall\ninvestments in AMT bonds above 20%, such increase is not anticipated to materially impact the portion of any AMT Policy Change\nFund’s overall tax-exempt dividends it distributes that would be subject to AMT. The AMT Policy Change Funds’ portfolio\nmanagers would remain mindful of any future shifts in governmental policy or tax law changes that would make increased investments\nin AMT bonds less desirable for shareholders, including those shareholders who are subject to the AMT.\n\n23\n\nAs a result, the Boards recommend that shareholders take this\nopportunity to eliminate the AMT fundamental policy for each AMT Policy Change Fund to more closely align with industry standards.\nThe elimination of the AMT fundamental policy is not expected to result in any material changes to how the AMT Policy Change Funds\nare managed. T. Rowe Price and the Boards believe that shareholders will benefit from the elimination of the AMT fundamental policy\nthrough increased portfolio management flexibility, the potential to generate better performance, and more closely aligning with\nthe AMT Policy Change Funds’ new names and policies and practices of similar funds in the marketplace.\n\nFor the reasons set forth above, the Boards are seeking your\napproval to eliminate the AMT fundamental policy applicable to each AMT Policy Change Fund. The Boards considered all relevant\nfactors, including the potential impact of the proposal on the AMT Policy Change Funds and their shareholders. Following consideration\nof these matters, the Boards unanimously approved the proposed elimination of the AMT fundamental policy for each AMT Policy Change\nFund.\n\n**Effective Date for the Changes**\n\nIf the proposal is approved by shareholders of an AMT Policy\nChange Fund at the Shareholder Meeting or at a subsequent shareholder meeting due to any adjournments or postponements, the change\nto the AMT fundamental policy is expected to become effective for all AMT Policy Change Funds that have received shareholder approval\non or about August 1, 2026. Consistent with the effective date of the change, each AMT Policy Change Fund’s prospectus and\nSAI will be revised accordingly.\n\n**The Boards of the AMT Policy Change Funds, including the\nAMT Policy Change Funds’ independent directors, recommend that shareholders of each AMT Policy Change Fund vote FOR the proposal\nto eliminate each AMT Policy Change Fund’s fundamental policy that currently limits the ability to invest in securities subject\nto the AMT.**\n\nFURTHER\nINFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING\n\nWhat is the required quorum?\n\nTo hold a shareholder meeting for the Funds, one-third of a\nFund’s shares entitled to be voted must have been received by proxy or be present at the meeting. In the event that a quorum\nis present but sufficient votes in favor of a proposal are not received by the Shareholder Meeting date, the persons named as proxies\nmay propose one or more adjournments to permit further solicitation of proxies. Any such adjournment will require the affirmative\nvote of a majority of the shares present at the Shareholder Meeting or by proxy at the Shareholder Meeting to be adjourned. Shares\nvoted against a proposal will be voted against the proposed adjournment. The persons named as proxies will vote in favor of such\nadjournment if they determine that additional solicitation is reasonable and in the interests of a Fund’s shareholders.\n\n24\n\nHow are the votes counted?\n\nThe individuals named as proxies (or their substitutes) on the\nenclosed proxy card (or cards, if you have multiple Funds or accounts) will vote according to your directions if your proxy is\nreceived properly executed, or in accordance with your instructions given when voting online or by telephone. If you properly execute\nyour proxy card and give no voting instructions, or submit your vote online or by telephone without voting instructions, your shares\nwill be voted FOR the proposal.\n\nAbstentions and “broker nonvotes” are counted for\npurposes of determining whether a quorum has been achieved for purposes of convening the Shareholder Meeting. Broker nonvotes are\nshares held by a broker or nominee for which an executed proxy is received by the Fund but are not voted as to one or more proposals\nbecause instructions have not been received from the beneficial owners or persons entitled to vote, and the broker or nominee does\nnot have discretionary voting power. Because the proposals must be approved by a percentage of voting securities that have been\nreceived by proxy or present at the Shareholder Meeting, or a majority of the Fund’s outstanding shares, abstentions and\nbroker nonvotes will be considered to be voting securities that are present and will have the effect of being counted as votes\nagainst the applicable proposal.\n\nFor shares of a Fund held in an Individual Retirement Account\n(“**IRA**”) or Coverdell education savings account (“**ESA**”) that is sponsored by T. Rowe Price\nTrust Company and for which T. Rowe Price Trust Company serves as custodian, T. Rowe Price Trust Company shall, without written\ndirection from the investor, vote shares for which no voting instructions are timely received in the same proportion as shares\nfor which voting instructions from other shareholders are timely received. In cases where another T. Rowe Price sponsored mutual\nfund owns shares of one or more of the Funds, T. Rowe Price as the investing fund’s investment adviser, will mirror vote\nthe Fund’s shares held by the investing fund in the same proportion as shares for which voting instructions from other shareholders\nof the Fund are property and timely received.\n\nFor shares of the T. Rowe Price Health Sciences Portfolio held\nby insurance company separate accounts for which the insurance company has not received timely voting instructions, as well as\nshares the insurance company owns, those shares shall be voted in the same proportion as shares for which voting instructions from\nother contract holders are timely received.\n\n25\n\nCan additional matters be acted upon at the Shareholder\nMeeting?\n\nT. Rowe Price knows of no other business that may come before\nthe Shareholder Meeting. However, if any additional matters are properly presented at the Shareholder Meeting, it is intended that\nthe persons named in the enclosed proxy, or their substitutes, will vote on such matters in accordance with their judgment.\n\n**Can I change my vote after I mail my proxy?**\n\nAny proxy, including those given online or by telephone, may\nbe revoked at any time before the votes have been submitted for tabulation at the Shareholder Meeting by filing a written notice\nof revocation with a Fund, by delivering a properly executed proxy bearing a later date, or by attending the Shareholder Meeting\nand voting. If you vote via telephone or online, you can change your vote up until 7:59 a.m. ET on June 25, 2026.\n\nAre the Funds required to hold annual meetings?\n\nUnder Maryland law, the Funds are not required to hold annual\nmeetings of shareholders. The Boards have determined that the Funds will avoid the significant expenses associated with holding\nan annual meeting of shareholders, including legal, accounting, printing, and mailing fees incurred in preparing proxy materials.\nAccordingly, no annual meeting of shareholders shall be held in any year in which a meeting is not otherwise required to be held\nunder the 1940 Act or Maryland law, unless the Boards determine otherwise. However, special meetings of shareholders will be held\nin accordance with applicable law or when otherwise determined by the Boards.\n\nIf a shareholder wishes to present a proposal to be included\nin a proxy statement for a subsequent shareholder meeting, the proposal must be submitted in writing and received by Fran Pollack-Matz,\nSecretary of the Funds, 1307 Point Street, Baltimore, Maryland 21231, within a reasonable time before a Fund begins to print and\nmail its proxy materials for the meeting. The timely submission of a proposal does not guarantee its consideration at a shareholder\nmeeting.\n\nHow are proxies delivered and votes recorded?\n\nThis Proxy Statement was mailed along with a proxy voting card\nand prepaid envelope. You may record your votes on the enclosed proxy card and mail it in the accompanying prepaid envelope to\nProxy Tabulator, P.O. Box 43131, Providence, RI 02940-3131. Any mailed proxies sent to this address will be delivered to Computershare\nFund Services (“**Computershare**”), which T. Rowe Price has retained to tabulate the votes. In addition, the Funds\nhave arranged through Computershare to have votes recorded online or by telephone. The online and telephone voting procedures are\nreasonably designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares\nin accordance with their instructions, and to confirm that their instructions have been properly recorded. Computershare is also\nresponsible for assisting T. Rowe Price in determining whether quorum is achieved for a particular Fund and whether sufficient\nvotes are received to approve a proposal.\n\n26\n\nSome shareholders will not automatically receive a copy of this entire\nProxy Statement in the mail, but will instead receive a notice that informs them of how to access all of the proxy materials on a publicly\navailable website (commonly referred to as “notice and access”). Shareholders who receive such a notice will not be able\nto return the notice to have their vote recorded. However, they can access the proxy materials at www.proxydirect.com/trp-34974\nto vote eligible shares or may use the instructions on the notice to request a paper or email copy of the proxy materials at no charge.\n\nThe SEC has adopted rules that permit investment companies,\nsuch as the Funds, and intermediaries to satisfy the delivery requirements for proxy statements with respect to two or more shareholders\nsharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly\nreferred to as “householding,” could result in extra convenience and cost savings for the Funds and their shareholders.\nUnless a Fund has received contrary instructions, only one copy of this Proxy Statement will be mailed to two or more shareholders\nwho share an address. If you need additional copies, do not want your mailings to be “householded,” or would like to\nrequest a single copy if multiple copies are being received, please call 1-800-225-5132 or write us at P.O. Box 17630, Baltimore,\nMaryland 21297-1630.\n\nHow can proxies be solicited?\n\nDirectors and officers of a Fund, or employees of T. Rowe Price\n(and its affiliates) may solicit proxies by mail, in-person, electronically (assuming that applicable requirements are met), or\nby telephone. In the event that votes are solicited by telephone, shareholders would be called at the telephone number T. Rowe\nPrice has in its records for their accounts, and would be asked for certain identifying information, such as their address. The\nshareholders would then be given an opportunity to authorize proxies to vote their shares at the Shareholder Meeting in accordance\nwith their instructions. To ensure that shareholders’ instructions have been recorded correctly, confirmation of the instructions\nis also mailed and a special toll-free number provided in case the information contained in the confirmation is incorrect.\n\nTo help ensure that sufficient shares are represented at the\nShareholder Meeting to permit approval of the proposals outlined in the Proxy Statement, the Funds will also use the solicitation\nservices of Computershare to assist them in soliciting proxies.\n\nWho pays for the costs involved with the proxy?\n\nFor managing the Funds’ overall proxy campaign, Computershare\nwill receive a fee plus reimbursement for out-of-pocket expenses. Computershare will also receive fees in connection with the printing,\npreparing, assembling, mailing, and transmitting of proxy materials on behalf of the Funds, tabulating those votes that are received,\nand any solicitation of additional votes. The fees received by Computershare will vary by Fund based on the number of accounts\nand proxy statements that need to be prepared and delivered and the level of solicitation necessary to achieve quorum and obtain\nshareholder approval. In addition to the fees paid to Computershare, additional fees will be incurred in connection with delivery\nand tabulation relating to financial intermediaries, and securities brokers, custodians, fiduciaries, and other persons holding\nshares as nominees will be reimbursed, upon request, for their reasonable expenses in sending solicitation materials to the principals\nof the accounts.\n\n27\n\nAll costs of the Shareholder Meeting and the proxy campaign,\nincluding the use of Computershare and the reimbursement to others for solicitation and the preparation and delivery of proxy materials,\nwill be charged to each Fund generally in proportion to the number of proxy statements and level of solicitation. However, such\nexpenses will ultimately be borne by T. Rowe Price for any Funds that have an all-inclusive fee that includes proxy expenses or\nare operating above a contractual expense limitation.\n\nThe total fees for these services, including printing, postage,\ntabulation and solicitation services, are estimated for each Fund as follows:\n\nFund\nEstimated total proxy costs\n\nT. Rowe Price California Tax-Free Bond Fund\n$107,300\n\nT. Rowe Price Emerging Markets Stock Fund\n$62,800\n\nT. Rowe Price Georgia Tax-Free Bond Fund\n$73,000\n\nT. Rowe Price Health Sciences Fund\n$929,600\n\nT. Rowe Price Health Sciences Portfolio\n$22,800\n\nT. Rowe Price Institutional Emerging Markets Equity Fund\n$7,800\n\nT. Rowe Price Intermediate Tax-Free High Yield Fund\n$38,800\n\nT. Rowe Price Maryland Short-Term Tax-Free Bond Fund\n$30,600\n\nT. Rowe Price Maryland Tax-Free Bond Fund\n$342,200\n\nT. Rowe Price Maryland Tax-Free Money Fund\n$11,600\n\nT. Rowe Price New Jersey Tax-Free Bond Fund\n$70,300\n\nT. Rowe Price New York Tax-Free Bond Fund\n$75,200\n\nT. Rowe Price Summit Municipal Income Fund\n$509,200\n\nT. Rowe Price Summit Municipal Intermediate Fund\n$583,400\n\nT. Rowe Price Tax-Efficient Equity Fund\n$239,900\n\nT. Rowe Price Tax-Exempt Money Fund\n$119,500\n\nT. Rowe Price Tax-Free High Yield Fund\n$766,800\n\nT. Rowe Price Tax-Free Income Fund\n$397,300\n\n28\n\nFund\nEstimated total proxy costs\n\nT. Rowe Price Tax-Free Short-Intermediate Fund\n$364,100\n\nT. Rowe Price U.S. Equity Research ETF\n$336,000\n\nT. Rowe Price U.S. Equity Research Fund\n$2,925,900\n\nT. Rowe Price U.S. Large-Cap Core Fund\n$65,900\n\nT. Rowe Price Virginia Tax-Free Bond Fund\n$220,000\n\nGENERAL\nINFORMATION ABOUT THE FUNDS\n\nWho are the Funds’ investment adviser, principal\nunderwriter, and other service providers?\n\nT. Rowe Price serves as investment adviser to all of the Funds\nand provides the Funds with investment management services. T. Rowe Price is a wholly owned subsidiary of T. Rowe Price Group Inc.\n(“**T. Rowe Price Group**”).\n\nWhile T. Rowe Price is responsible for supervising and overseeing\nthe Funds’ investment programs, T. Rowe Price has entered into investment subadvisory agreements with T. Rowe Price International\nLtd (“**Price International**”) and T. Rowe Price Hong Kong Limited (“**Price Hong Kong**”), on behalf\nof the T. Rowe Price Emerging Markets Stock Fund and T. Rowe Price Institutional Emerging Markets Equity Fund. Price International\nis a wholly owned subsidiary of T. Rowe Price and Price Hong Kong is a wholly owned subsidiary of Price International.\n\nEach of the Funds (except for the T. Rowe Price U.S. Equity\nResearch ETF) has fund accounting agreements with T. Rowe Price and The Bank of New York Mellon; an underwriting agreement with\nT. Rowe Price Investment Services, Inc. (“**Investment Services**”); and transfer agency agreements with T. Rowe\nPrice Services, Inc. (“**Price Services**”) and T. Rowe Price Retirement Plan Services, Inc. (“**RPS**”).\nState Street Bank and Trust Company (“**State Street**”) serves as a custodian for the Funds. Custody of the Funds’\nportfolio securities that are purchased outside the United States is maintained by JPMorgan Chase Bank, London.\n\nThe T. Rowe Price U.S. Equity Research ETF has an underwriting\nagreement with Investment Services as well as a custodian agreement, a sub-administration agreement, fund accounting agreement,\nand a transfer agency agreement with State Street.\n\nT. Rowe Price Trust Company serves as trustee and/or custodian\nfor certain IRAs, ESAs, and small business retirement plans that utilize the Funds as investment options.\n\nInvestment Services, Price Services, RPS, and T. Rowe Price\nTrust Company are wholly owned subsidiaries of T. Rowe Price.\n\nThe address for T. Rowe Price, Investment Services, and T. Rowe\nPrice Trust Company is 1307 Point Street, Baltimore, MD 21231. The address for Price Services and RPS is 4515 Painters Mill Road,\nOwings Mills, MD 21117. The address for The Bank of New York Mellon is 225 Liberty Street, New York, New York 10286. The address\nfor State Street Corporation is One Lincoln Street, Boston, Massachusetts, 02111. The address for JPMorgan Chase Bank, London is\nWoolgate House, Coleman Street, London EC2P 2HD England.\n\n29\n\nThe Funds have a policy to not pay any commissions to affiliated\nbroker-dealers.\n\nWho are the Funds’ executive officers?\n\nThe following table, entitled “Executive Officers of the\nFunds,” lists the other executive officers of the Funds covered by this Proxy Statement and their positions with each Fund,\nT. Rowe Price, and T. Rowe Price Group, as of February 28, 2026. Each executive officer has been an officer of T Rowe Price, T.\nRowe Price Group, and the Funds for at least the last five years unless otherwise indicated.\n\nExecutive Officers of the Funds\n\n**Name of Officer,\nYear of Birth**\n**Position Held**\n\n**With Each Fund**\n\n**Position with\nT. Rowe Price **\n\n**Position with\nT. Rowe Price Group**\n\nDavid Oestreicher, 1967\nPresident, Interested Director, and Principal Executive Officer\nDirector, Vice President, and Secretary\nGeneral Counsel, Vice President, and Secretary\n\nAlan Dupski, 1982\nPrincipal Financial Officer, Vice President, and Treasurer\nVice President\nVice President\n\nRichard Sennett, 1970\nAssistant Treasurer\nVice President\nVice President\n\nSavonne Ferguson, 1973a\nChief Compliance Officer and Vice President\nChief Compliance Officer and Vice President\nVice President\n\nMarc Corredor, 1976\nVice President\nVice President\nVice President\n\nCheryl Hampton, 1969b\nVice President\nVice President\nVice President\n\nBen Kersse, 1989\nVice President\nVice President\n—\n\nRob McDavid, 1972\nVice President and Anti-Money Laundering (AML) Officer\nVice President\n—\n\nFran Pollack-Matz, 1961\nVice President and Secretary\nVice President\nVice President\n\nEllen York, 1988\nVice President\nVice President\nVice President\n\nCheryl Emory, 1963\nAssistant Secretary\nVice President and Assistant Secretary\nAssistant Secretary\n\na Prior to 2024, Savonne Ferguson was Senior Vice President, Chief\nCompliance Officer, and Associate General Counsel at Neuberger Berman.\n\nb Prior to 2021, Cheryl Hampton was Tax Director at Invesco Ltd.\n\nAs of February 28, 2026, the directors and executive officers\nof the Funds, as a group, owned less than 1% of the outstanding shares of any Fund.\n\n30\n\nHow many outstanding shares are there of each Fund?\n\nThe following table, entitled “Outstanding Shares of Capital\nStock,” sets forth the outstanding shares of capital stock of each Fund and class, as applicable, as of March 27, 2026.\n\nOutstanding Shares of Capital Stock\n\n** FUND**\n**CLASS**\n**OUTSTANDING SHARES**\n\nT. Rowe Price California Tax-Free Bond Fund\nInvestor Class\n\nI Class\n\nT. Rowe Price Emerging Markets Stock Fund\nInvestor Class\n\nI Class\n\nZ Class\n\nT. Rowe Price Georgia Tax-Free Bond Fund\nInvestor Class\n\nI Class\n\nT. Rowe Price Health Sciences Fund\nInvestor Class\n\nI Class\n\nT. Rowe Price Health Sciences Portfolio\nPortfolio Class\n\nPortfolio II Class\n\nT. Rowe Price Institutional Emerging Markets Equity Fund\nInvestor Class\n\nT. Rowe Price Intermediate Tax-Free High Yield Fund\nInvestor Class\n\nI Class\n\nT. Rowe Price Maryland Short-Term Tax-Free Bond Fund\nInvestor Class\n\nI Class\n\nT. Rowe Price Maryland Tax-Free Bond Fund\nInvestor Class\n\nI Class\n\nT. Rowe Price Maryland Tax-Free Money Fund\nInvestor Class\n\nI Class\n\nT. Rowe Price New Jersey Tax-Free Bond Fund\nInvestor Class\n\nI Class\n\nT. Rowe Price New York Tax-Free Bond Fund\nInvestor Class\n\nI Class\n\nT. Rowe Price Summit Municipal Income Fund\nInvestor Class\n\nAdvisor Class\n\nI Class\n\nT. Rowe Price Summit Municipal Intermediate Fund\nInvestor Class\n\nAdvisor Class\n\nI Class\n\n31\n\n** FUND**\n**CLASS**\n**OUTSTANDING SHARES**\n\nT. Rowe Price Tax-Efficient Equity Fund\nInvestor Class\n\nI Class\n\nT. Rowe Price Tax-Exempt Money Fund\nInvestor Class\n\nI Class\n\nT. Rowe Price Tax-Free High Yield Fund\nInvestor Class\n\nAdvisor Class\n\nI Class\n\nT. Rowe Price Tax-Free Income Fund\nInvestor Class\n\nAdvisor Class\n\nI Class\n\nT. Rowe Price Tax-Free Short-Intermediate Fund\nInvestor Class\n\nAdvisor Class\n\nI Class\n\nT. Rowe Price U.S. Equity Research ETF\n\nT. Rowe Price U.S. Equity Research Fund\nInvestor Class\n\nAdvisor Class\n\nI Class\n\nR Class\n\nZ Class\n\nT. Rowe Price U.S. Large-Cap Core Fund\nInvestor Class\n\nAdvisor Class\n\nI Class\n\nZ Class\n\nT. Rowe Price Virginia Tax-Free Bond Fund\nInvestor Class\n\nI Class\n\n32\n\nWho are the principal holders of the Funds’ shares?\n\nThe following table, entitled “Principal Holders of Fund\nShares,” provides the shareholders of record that owned more than 5% of the indicated Funds and/or classes, as of February\n28, 2026.\n\nPrincipal Holders of Fund Shares\n\n**FUND/CLASS**\n**SHAREHOLDER**\n**# OF**\n\n**SHARES**\n\n**% OWNERSHIP**\n\nCALIFORNIA TAX-FREE\nMLPF&S FOR THE SOLE BENEFIT OF\n2,308,156.51\n\n6.12\n\nBOND FUND\nITS CUSTOMERS\n\n4800 DEERLAKE DR E 3RD FL\n\nJACKSONVILLE FL 32246-6484\n\nCHARLES SCHWAB & CO INC\n6,811,013.82\n\n18.05\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\n211 MAIN STREET\n\nSAN FRANCISCO CA 94105-1905\n\nNATIONAL FINANCIAL SERVICES\n\nFOR THE EXCLUSIVE BENEFIT\n\n14,983,554.13\n\n39.70(a)\n\nOF OUR CUSTOMERS\n\n499 WASHINGTON BLVD FL 5\n\nJERSEY CITY NJ 07310-2010\n\nCALIFORNIA TAX-FREE\nCHARLES SCHWAB & CO INC\n3,660,439.86\n\n10.72\n\nBOND FUND—I CLASS\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nATTN MUTUAL FUNDS\n\nSEI PRIVATE TRUST COMPANY\n3,867,695.91\n\n11.32\n\nC/O MELLON BANK\n\n1 FREEDOM VALLEY DR\n\nOAKS PA 19456-9989\n\nEMERGING MARKETS\nMLPF&S FOR THE SOLE BENEFIT OF ITS\n715,665.21\n\n5.54\n\nSTOCK FUND\nCUSTOMERS\n\nPERSHING LLC\n753,925.23\n\n5.83\n\n1 PERSHING PLZ\n\nJERSEY CITY NJ 07399-0002\n\nCHARLES SCHWAB & CO INC\n1,473,164.24\n\n11.40\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nNATIONAL FINANCIAL SERVICES\n1,784,741.59\n\n13.81\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nEMERGING MARKETS\nCHARLES SCHWAB & CO INC\n1,359,834.59\n\n5.55\n\nSTOCK FUND—I CLASS\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nPERSHING LLC\n5,571,536.69\n\n22.73\n\nNATIONAL FINANCIAL SERVICES LLC\n5,949,060.14\n\n24.27\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\n33\n\n**FUND/CLASS**\n**SHAREHOLDER**\n**# OF**\n\n**SHARES**\n\n**% OWNERSHIP**\n\nEMERGING MARKETS\nRETIREMENT PORTFOLIO 2025\n5,677,918.42\n\n6.08\n\nSTOCK FUND—Z CLASS\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN FUND ACCOUNTING DEPT\n\nCUST STATE STREET BANK & TRUST CO\n\nRETIREMENT PORTFOLIO 2055\n7,313,248.85\n\n7.84\n\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN FUND ACCOUNTING DEPT\n\nCUST STATE STREET BANK & TRUST CO\n\nRETIREMENT PORTFOLIO 2050\n10,862,162.96\n\n11.64\n\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN FUND ACCOUNTING DEPT\n\nCUST STATE STREET BANK & TRUST CO\n\nRETIREMENT PORTFOLIO 2045\n11,468,875.21\n\n12.29\n\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN FUND ACCOUNTING DEPT\n\nCUST STATE STREET BANK & TRUST CO\n\nRETIREMENT PORTFOLIO 2035\n11,785,495.12\n\n12.63\n\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN FUND ACCOUNTING DEPT\n\nCUST STATE STREET BANK & TRUST CO\n\nRETIREMENT PORTFOLIO 2030\n11,866,500.39\n\n12.72\n\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN FUND ACCOUNTING DEPT\n\nCUST STATE STREET BANK & TRUST CO\n\nRETIREMENT PORTFOLIO 2040\n14,680,642.02\n\n15.73\n\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN FUND ACCOUNTING DEPT\n\nCUST STATE STREET BANK & TRUST CO\n\nGEORGIA TAX-FREE\nCHARLES SCHWAB & CO INC\n3,264,348.67\n\n11.73\n\nBOND FUND\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nNATIONAL FINANCIAL SERVICES\n14,959,258.66\n\n53.73(a)\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nGEORGIA TAX-FREE\nNATIONAL FINANCIAL SERVICES\n1,294,891.16\n\n5.80\n\nBOND FUND—I CLASS\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nCHARLES SCHWAB & CO INC\n4,869,524.45\n\n21.81\n\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nATTN MUTUAL FUNDS\n\nSEI PRIVATE TRUST COMPANY\n6,452,542.24\n\n28.90(a)\n\nC/O TRUIST\n\nHEALTH SCIENCES FUND\nCHARLES SCHWAB & CO INC\n8,251,648.32\n\n10.50\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nNATIONAL FINANCIAL SERVICES\n9,876,556.14\n\n12.56\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nHEALTH SCIENCES FUND—\nCHARLES SCHWAB & CO INC\n3,902,511.05\n\n6.28\n\nI CLASS\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\n34\n\n**FUND/CLASS**\n**SHAREHOLDER**\n**# OF**\n\n**SHARES**\n\n**% OWNERSHIP**\n\nHEALTH SCIENCES\nSECURITY BENEFIT LIFE INS CO\n528,993.85\n\n20.04\n\nPORTFOLIO\nFBO T ROWE PRICE NO LOAD V A\n\nATTN MARK YOUNG\n\n700 SW HARRISON ST\n\nTOPEKA KS 66636-0001\n\nMODERN WOODMEN OF AMERICA\n558,639.00\n\n21.17\n\nATTN MUTUAL FUNDS ACCTG\n\n5801 SW 6TH AVE\n\nTOPEKA KS 66636-0001\n\nNATIONWIDE LIFE AND ANNUITY\n939,447.54\n\n35.60(a)\n\nINSURANCE COMPANY\n\nC/O IPO PORTFOLIO ACCOUNTING\n\nP O BOX 182029\n\nCOLUMBUS OH 43218-2029\n\nHEALTH SCIENCES\nNATIONWIDE LIFE INSURANCE COMPANY\n563,769.91\n\n5.45\n\nPORTFOLIO—II\nC/O IPO PORTFOLIO ACCOUNTING\n\nPROTECTIVE LIFE INSURANCE COMPANY\n747,353.59\n\n7.23\n\nPO BOX 2606\n\nBIRMINGHAM AL 35202-2606\n\nNATIONWIDE LIFE INSURANCE COMPANY\n5,494,086.31\n\n53.13(a)\n\nC/O IPO PORTFOLIO ACCOUNTING\n\nINSTITUTIONAL\nWELLS FARGO BANK NA FBO\n1,009,570.36\n\n7.90\n\nEMERGING MARKETS\nOMNIBUS ACCOUNT CASH\n\nEQUITY FUND\nPO BOX 1533\n\nMINNEAPOLIS MN 55480-1533\n\nLADYBIRD & CO\n1,485,953.54\n\n11.63\n\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN TRP SPECTRUM CONSERV ALLOC\n\nCUST STATE STREET BANK & TRUST CO\n\nLADYBUG & CO\n2,275,326.96\n\n17.81\n\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN TRP SPECTRUM MODERATE ALLOC\n\nCUST STATE STREET BANK & TRUST CO\n\nLAKESIDE & CO\n6,242,737.06\n\n48.87(a)\n\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN TRP SPECTRUM MOD GROWTH ALLOC\n\nCUST STATE STREET BANK & TRUST CO\n\nINTERMEDIATE TAX-FREE\nLPL FINANCIAL\n770,374.48\n\n8.34\n\nHIGH YIELD FUND\nOMNIBUS CUSTOMER ACCOUNT\n\nATTN: MUTUAL FUND TRADING\n\n4707 EXECUTIVE DR\n\nSAN DIEGO CA 92121-3091\n\nRAYMOND JAMES\n1,031,503.03\n\n11.17\n\nOMNIBUS FOR MUTUAL FUNDS\n\nHOUSE ACCT FIRM\n\nATTN MF RECON 14G\n\n880 CARILLON PKWY\n\nST PETERSBURG FL 33716-1100\n\nNATIONAL FINANCIAL SERVICES\n1,848,800.93\n\n20.02\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nCHARLES SCHWAB & CO INC\n4,270,516.31\n\n46.25(a)\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\n35\n\n**FUND/CLASS**\n**SHAREHOLDER**\n**# OF**\n\n**SHARES**\n\n**% OWNERSHIP**\n\nINTERMEDIATE TAX-FREE\nVANGUARD BROKERAGE SERVICES\n903,278.79\n\n10.25\n\nHIGH YIELD FUND—\nPO BOX 1170\n\nI CLASS\nVALLEY FORGE PA 19482-1170\n\nCHARLES SCHWAB & CO INC\n2,661,150.93\n\n30.20(a)\n\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nATTN MUTUAL FUNDS\n\nMARYLAND SHORT-TERM\nLPL FINANCIAL\n1,084,350.71\n\n9.56\n\nTAX-FREE BOND FUND\nOMNIBUS CUSTOMER ACCOUNT\n\nATTN: MUTUAL FUND TRADING\n\nNATIONAL FINANCIAL SERVICES\n1,165,820.70\n\n10.28\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nCHARLES SCHWAB & CO INC\n1,720,959.99\n\n15.18\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nPERSHING LLC\n2,555,244.12\n\n22.54\n\nMARYLAND SHORT-TERM\nDAVID EISWERT\n1,948,611.27\n\n7.84\n\nTAX-FREE BOND FUND—\nCHARLES SCHWAB & CO INC\n2,506,413.17\n\n10.08\n\nI CLASS\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nATTN MUTUAL FUNDS\n\nMARYLAND TAX-FREE\nMORGAN STANLEY SMITH BARNEY LLC\n6,980,481.29\n\n6.27\n\nBOND FUND\nFOR THE EXCL BENEFIT OF ITS CUST\n\n1 NEW YORK PLZ FL 12\n\nNEW YORK NY 10004-1965\n\nCHARLES SCHWAB & CO INC\n14,499,098.72\n\n13.02\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nNATIONAL FINANCIAL SERVICES\n31,115,515.63\n\n27.94(a)\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nMARYLAND TAX-FREE\nCHARLES SCHWAB & CO INC\n11,310,220.43\n\n8.49\n\nBOND FUND—I CLASS\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nATTN MUTUAL FUNDS\n\nMARY JOHN MILLER\n10,681,330.25\n\n13.78\n\nJAMES D MILLER JT TEN\n\nMARYLAND TAX-FREE\nNATIONAL FINANCIAL SERVICES\n5,097,100.66\n\n19.03\n\nMONEY FUND\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nRBC CAPITAL MARKETS LLC\n5,650,732.08\n\n21.10\n\nMUTUAL FUND OMNIBUS PROCESSING\n\nOMNIBUS\n\nATTN MUTUAL FUND OPS MANAGER\n\n250 NICOLLET MALL STE 1400\n\nMINNEAPOLIS MN 55401-1931\n\nNEW JERSEY TAX-FREE\nLPL FINANCIAL\n1,478,524.52\n\n7.21\n\nBOND FUND\nOMNIBUS CUSTOMER ACCOUNT\n\nATTN: MUTUAL FUND TRADING\n\nCHARLES SCHWAB & CO INC\n2,314,441.92\n\n11.29\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nNATIONAL FINANCIAL SERVICES\n9,487,359.66\n\n46.27(a)\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\n36\n\n**FUND/CLASS**\n**SHAREHOLDER**\n**# OF**\n\n**SHARES**\n\n**% OWNERSHIP**\n\nNEW JERSEY TAX-FREE\nSAXON & CO\n720,326.90\n\n5.88\n\nBOND FUND—I CLASS\nPO BOX 94597\n\nCLEVELAND OH 44101-4597\n\nCHARLES SCHWAB & CO INC\n1,692,340.73\n\n13.82\n\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nATTN MUTUAL FUNDS\n\nNEW YORK TAX-FREE\nCHARLES SCHWAB & CO INC\n2,906,391.31\n\n15.71\n\nBOND FUND\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nNATIONAL FINANCIAL SERVICES\n3,511,769.73\n\n18.98\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nNEW YORK TAX-FREE\nCHARLES SCHWAB & CO INC\n2,502,304.84\n\n11.17\n\nBOND FUND—I CLASS\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nATTN MUTUAL FUNDS\n\nSUMMIT MUNICIPAL\nNATIONAL FINANCIAL SERVICES\n52,720.34\n\n17.48\n\nINTERMEDIATE FUND—\nFOR THE EXCLUSIVE BENEFIT\n\nADVISOR CLASS\nOF OUR CUSTOMERS\n\nCITBANCO A PARTNERSHIP\n223,970.64\n\n74.28(a)\n\n529 LAKE AVENUE\n\nPO BOX 1227\n\nSTORM LAKE IA 50588-1227\n\nSUMMIT MUNICIPAL\nLPL FINANCIAL\n19,443,792.76\n\n17.94\n\nINCOME FUND\nOMNIBUS CUSTOMER ACCOUNT\n\nATTN: MUTUAL FUND TRADING\n\nRAYMOND JAMES\n25,494,497.03\n\n23.52\n\nOMNIBUS FOR MUTUAL FUNDS\n\nHOUSE ACCT FIRM\n\nATTN MF RECON 14G\n\nWELLS FARGO CLEARING SERVICES LLC\n42,525,940.48\n\n39.23(a)\n\nSPECIAL CUSTODY ACCT FOR THE\n\nEXCLUSIVE BENEFIT OF CUSTOMERS\n\n2801 MARKET ST\n\nSAINT LOUIS MO 63103-2523\n\nSUMMIT MUNICIPAL\nSAXON & CO\n9,993,708.08\n\n8.58\n\nINCOME FUND—I CLASS\nCHARLES SCHWAB & CO INC\n12,975,680.05\n\n11.15\n\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nATTN MUTUAL FUNDS\n\nWELLS FARGO BANK NA FBO\n17,143,563.25\n\n14.73\n\nOMNIBUS CASH\n\nJ.P. MORGAN SECURITIES LLC\n17,702,249.81\n\n15.21\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\n4 CHASE METROTECH CTR\n\nBROOKLYN NY 11245-0003\n\nEDWARD D JONES & CO\n30,107,438.85\n\n25.86(a)\n\nFOR THE BENEFIT OF CUSTOMERS\n\n12555 MANCHESTER RD\n\nSAINT LOUIS MO 63131-3729\n\nSUMMIT MUNICIPAL\nPERSHING LLC\n9,989.02\n\n6.14\n\nINCOME FUND—\nCHARLES SCHWAB & CO INC\n21,520.44\n\n13.23\n\nADVISOR CLASS\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nATTN MUTUAL FUNDS\n\nCITBANCO A PARTNERSHIP\n123,764.03\n\n76.10(a)\n\n37\n\n**FUND/CLASS**\n**SHAREHOLDER**\n**# OF**\n\n**SHARES**\n\n**% OWNERSHIP**\n\nSUMMIT MUNICIPAL\nCHARLES SCHWAB & CO INC\n5,039,845.76\n\n5.88\n\nINTERMEDIATE FUND\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nRAYMOND JAMES\n6,491,071.15\n\n7.58\n\nOMNIBUS FOR MUTUAL FUNDS\n\nHOUSE ACCT FIRM\n\nATTN MF RECON 14G\n\nNATIONAL FINANCIAL SERVICES\n7,389,633.30\n\n8.62\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nMLPF&S FOR THE SOLE BENEFIT OF\n15,255,376.85\n\n17.80\n\nITS CUSTOMERS\n\nWELLS FARGO CLEARING SERVICES LLC\n15,354,981.45\n\n17.92\n\nSPECIAL CUSTODY ACCT FOR THE\n\nEXCLUSIVE BENEFIT OF CUSTOMERS\n\nLPL FINANCIAL\n22,727,440.14\n\n26.52(a)\n\nOMNIBUS CUSTOMER ACCOUNT\n\nATTN MUTUAL FUNDS\n\nSUMMIT MUNICIPAL\nCHARLES SCHWAB & CO INC\n21,955,026.38\n\n6.66\n\nINTERMEDIATE FUND—\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nI CLASS\nATTN MUTUAL FUNDS\n\nEDWARD D JONES & CO\n38,051,687.20\n\n11.54\n\nFOR THE BENEFIT OF CUSTOMERS\n\nCHARLES SCHWAB & CO INC\n67,061,628.23\n\n20.33\n\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nATTN MUTUAL FUND DEPT\n\nJ.P. MORGAN SECURITIES LLC\n81,028,592.47\n\n24.57\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nTAX EFFICIENT EQUITY\nPERSHING LLC\n475,530.61\n\n9.40\n\nFUND\nLPL FINANCIAL\n506,729.56\n\n10.02\n\nOMNIBUS CUSTOMER ACCOUNT\n\nATTN MUTUAL FUNDS\n\nCHARLES SCHWAB & CO INC\n850,123.58\n\n16.80\n\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nATTN MUTUAL FUND DEPT\n\nNATIONAL FINANCIAL SERVICES\n1,085,223.52\n\n21.45\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nTAX EFFICIENT EQUITY\nPERSHING LLC\n625,307.92\n\n5.57\n\nFUND—I CLASS\nCHARLES SCHWAB & CO INC\n1,142,138.84\n\n10.17\n\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nATTN MUTUAL FUNDS\n\nTAX-EXEMPT MONEY\nPERSHING LLC\n20,683,026.81\n\n15.13\n\nFUND\n\n38\n\n**FUND/CLASS**\n**SHAREHOLDER**\n**# OF**\n\n**SHARES**\n\n**% OWNERSHIP**\n\nTAX-FREE HIGH YIELD\nWELLS FARGO CLEARING SERVICES LLC\n7,489,920.67\n\n5.93\n\nFUND\nSPECIAL CUSTODY ACCT FOR THE\n\nEXCLUSIVE BENEFIT OF CUSTOMERS\n\nCHARLES SCHWAB & CO INC\n11,615,175.95\n\n9.19\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nPERSHING LLC\n12,119,140.42\n\n9.59\n\nNATIONAL FINANCIAL SERVICES\n12,467,433.29\n\n9.87\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nGOLDMAN SACHS & CO\n33,909,571.89\n\n26.84(a)\n\nC/O MUTUAL FUNDS OPS\n\n222 S MAIN ST\n\nSALT LAKE CITY UT 84101-2199\n\nTAX-FREE HIGH YIELD\nEDWARD D JONES & CO\n13,967,296.93\n\n7.72\n\nFUND—I CLASS\nFOR THE BENEFIT OF CUSTOMERS\n\nBAND & CO C/O US BANK NA\n38,435,526.94\n\n21.24\n\n1555 N RIVERCENTER DR STE 302\n\nMILWAUKEE WI 53212-3958\n\nTAX-FREE HIGH YIELD\nCHARLES SCHWAB & CO INC\n21,942.28\n\n9.29\n\nFUND—ADVISOR CLASS\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nPERSHING LLC\n56,108.64\n\n23.76\n\nNATIONAL FINANCIAL SERVICES\n128,288.91\n\n54.31(a)\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nTAX-FREE INCOME FUND\nNATIONAL FINANCIAL SERVICES\n8,286,788.62\n\n10.35\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nRAYMOND JAMES\n8,514,736.59\n\n10.64\n\nOMNIBUS FOR MUTUAL FUNDS\n\nHOUSE ACCT FIRM\n\nATTN MF RECON 14G\n\nLPL FINANCIAL\n9,104,407.98\n\n11.38\n\nOMNIBUS CUSTOMER ACCOUNT\n\nATTN: MUTUAL FUND TRADING\n\nCHARLES SCHWAB & CO INC\n9,614,324.23\n\n12.01\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nTAX-FREE INCOME FUND—\nATTN MUTUAL FUNDS ADMIN\n9,827,746.78\n\n5.99\n\nI CLASS\nC/O M&T BANK\n\nSEI PRIVATE TRUST COMPANY\n\nONE FREEDOM VALLEY DRIVE\n\nOAKS PA 19456-9989\n\nNATIONAL FINANCIAL SERVICES\n16,804,935.75\n\n10.25\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nATTN MUTUAL FUND ADMINISTRATOR\n38,797,755.49\n\n23.66\n\nC/O M&T BANK\n\nTAX-FREE INCOME FUND—\nCHARLES SCHWAB & CO INC\n734,978.51\n\n25.96(a)\n\nADVISOR CLASS\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nNATIONAL FINANCIAL SERVICES\n1,668,923.59\n\n58.96(a)\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\n39\n\n**FUND/CLASS**\n**SHAREHOLDER**\n**# OF**\n\n**SHARES**\n\n**% OWNERSHIP**\n\nTAX-FREE SHORT-\nNATIONAL FINANCIAL SERVICES\n11,650,092.59\n\n10.45\n\nINTERMEDIATE FUND\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nCHARLES SCHWAB & CO INC\n14,600,294.56\n\n13.09\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nWELLS FARGO CLEARING SERVICES LLC\n42,404,437.23\n\n38.03(a)\n\nSPECIAL CUSTODY ACCT FOR THE\n\nEXCLUSIVE BENEFIT OF CUSTOMERS\n\nTAX-FREE SHORT-\nCHARLES SCHWAB & CO INC\n13,586,377.70\n\n10.10\n\nINTERMEDIATE FUND—\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nI CLASS\nATTN MUTUAL FUNDS\n\nPERSHING LLC\n18,344,228.37\n\n13.63\n\nEDWARD D JONES & CO\n22,708,001.28\n\n16.87\n\nFOR THE BENEFIT OF CUSTOMERS\n\nTAX-FREE SHORT-\nMORGAN STANLEY SMITH BARNEY LLC\n15,657.62\n\n9.22\n\nINTERMEDIATE FUND—\nFOR THE EXCL BENEFIT OF ITS CUST\n\nADVISOR CLASS\nPERSHING LLC\n19,915.73\n\n11.73\n\nCHARLES SCHWAB & CO INC\n45,751.02\n\n26.94(a)\n\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nATTN MUTUAL FUNDS\n\nNATIONAL FINANCIAL SERVICES\n88,097.27\n\n51.88(a)\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nU.S. EQUITY RESEARCH ETF\nCHARLES SCHWAB & CO., INC\n11,266,515\n\n22.22\n\n2423 E LINCOLN DRIVE\n\nPHOENIX AZ 85016-1215\n\nMANUFACTURERS AND TRADERS TRUST COMPANY\n5,699,855\n\n11.24\n\nTONY LAGAMBINA\n\nONE M&T PLAZA 8TH FLOOR\n\nBUFFALO NY 14203\n\nMORGAN STANLEY SMITH BARNEY LLC\n5,941,378\n\n11.72\n\n1300 THAMES STREET, 6TH FLOOR\n\nBALTIMORE MD 21231\n\nNATIONAL FINANCIAL SERVICES\n6,048,469\n\n11.93\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nPERSHING LLC\n5,143,026\n\n10.14\n\nSTATE STREET BANK & TRUST\n9,512,175\n\n18.76\n\n1776 HERITAGE DRIVE\n\nNORTH QUINCY MA 02169\n\nU.S. EQUITY RESEARCH\nLPL FINANCIAL\n10,635,474.01\n\n7.68\n\nFUND\nOMNIBUS CUSTOMER ACCOUNT\n\nATTN: MUTUAL FUND TRADING\n\nCHARLES SCHWAB & CO INC\n19,277,565.00\n\n13.91\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nRAYMOND JAMES\n40,750,560.31\n\n29.41(a)\n\nOMNIBUS FOR MUTUAL FUNDS\n\nHOUSE ACCT FIRM\n\nATTN MF RECON 14G\n\nNATIONAL FINANCIAL SERVICES\n42,858,251.72\n\n30.93(a)\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\n40\n\n**FUND/CLASS**\n**SHAREHOLDER**\n**# OF**\n\n**SHARES**\n\n**% OWNERSHIP**\n\nU.S. EQUITY RESEARCH\nNATIONAL FINANCIAL SERVICES\n14,111,360.35\n\n13.68\n\nFUND—I CLASS\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nCHARLES SCHWAB & CO INC\n50,059,933.65\n\n48.51(a)\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nU.S. EQUITY RESEARCH\nPERSHING LLC\n62,620.55\n\n7.37\n\nFUND—ADVISOR CLASS\nASCENSUS TRUST COMPANY FBO\n64,328.32\n\n7.57\n\nMEDICAL SERVICES GROUP- DEPARTMENT O\n\nPO BOX 10758\n\nFARGO ND 58106-0758\n\nCHARLES SCHWAB & CO INC\n64,963.78\n\n7.64\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nNATIONAL FINANCIAL SERVICES\n100,067.45\n\n11.77\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nEMPOWER TRUST COMPANY LLC\n159,718.55\n\n18.79\n\nFBO PLANPREMIER RTMT PLANS OMNIBUS\n\n8515 E ORCHARD RD 2T2\n\nGREENWOOD VLG CO 80111-5002\n\nU.S. EQUITY RESEARCH\nT ROWE PRICE ASSOCIATES\n234.14\n\n100.00(a)\n\nFUND—Z CLASS\nATTN FINANCIAL REPORTING DEPT\n\nPO BOX 89000 MAILCODE OM-1205\n\nBALTIMORE MD 21289-1205\n\nU.S. LARGE-CAP CORE\nPERSHING LLC\n2,168,753.79\n\n5.19\n\nFUND\nCHARLES SCHWAB & CO INC\n3,756,492.35\n\n8.99\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nNATIONAL FINANCIAL SERVICES\n5,356,273.18\n\n12.82\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nU.S. LARGE-CAP CORE\nALERUS FINANCIAL FBO\n14,167.51\n\n5.56\n\nFUND—ADVISOR CLASS\nKASKASKIA TOOL\n\n2300 S COLUMBIA RD\n\nGRAND FORKS ND 58201-5826\n\nSTATE STREET BANK AND TRUST AS\n14,712.52\n\n5.77\n\nTRUSTEE AND/OR CUSTODIAN\n\nFBO ADP ACCESS PRODUCT\n\n1 LINCOLN ST\n\nBOSTON MA 02111-2901\n\nLPL FINANCIAL\n20,253.17\n\n7.95\n\nOMNIBUS CUSTOMER ACCOUNT\n\nATTN: MUTUAL FUND TRADING\n\nNATIONAL FINANCIAL SERVICES\n32,877.65\n\n12.90\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nPERSHING LLC\n33,973.41\n\n13.33\n\nCHARLES SCHWAB & CO INC\n75,672.04\n\n29.70(a)\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\n41\n\n**FUND/CLASS**\n**SHAREHOLDER**\n**# OF**\n\n**SHARES**\n\n**% OWNERSHIP**\n\nU.S. LARGE-CAP CORE\nRETIREMENT PORTFOLIO 2025\n17,639,199.44\n\n6.07\n\nFUND—Z CLASS\nC/O T ROWE PRICE ASSOCIATES INC\n\nATT FUND ACCOUNTING DEPT\n\nCUST STATE STREET BANK & TRUST CO\n\nRETIREMENT PORTFOLIO 2055\n24,012,800.12\n\n8.27\n\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN: FUND ACCOUNTING DEPT\n\nCUST STATE STREET BANK & TRUST CO\n\nRETIREMENT PORTFOLIO 2050\n35,462,769.40\n\n12.21\n\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN: FUND ACCOUNTING DEPT\n\nCUST STATE STREET BANK & TRUST CO\n\nRETIREMENT PORTFOLIO 2030\n36,689,521.93\n\n12.63\n\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN: FUND ACCOUNTING DEPT\n\nCUST STATE STREET BANK & TRUST CO\n\nRETIREMENT PORTFOLIO 2045\n36,894,146.92\n\n12.70\n\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN: FUND ACCOUNTING DEPT\n\nCUST STATE STREET BANK & TRUST CO\n\nRETIREMENT PORTFOLIO 2035\n37,220,224.20\n\n12.81\n\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN: FUND ACCOUNTING DEPT\n\nCUST STATE STREET BANK & TRUST CO\n\nRETIREMENT PORTFOLIO 2040\n46,701,255.40\n\n16.08\n\nC/O T ROWE PRICE ASSOCIATES INC\n\nATTN: FUND ACCOUNTING DEPT\n\nCUST STATE STREET BANK & TRUST CO\n\nVIRGINIA BOND FUND\nRAYMOND JAMES\n3,795,070.37\n\n5.56\n\nOMNIBUS FOR MUTUAL FUNDS\n\nHOUSE ACCT FIRM\n\nATTN MF RECON 14G\n\nPERSHING LLC\n4,506,996.50\n\n6.60\n\nCHARLES SCHWAB & CO INC\n8,152,732.89\n\n11.94\n\nREINVEST ACCOUNT\n\nATTN MUTUAL FUND DEPT\n\nNATIONAL FINANCIAL SERVICES\n26,285,493.38\n\n38.50\n\nFOR THE EXCLUSIVE BENEFIT\n\nOF OUR CUSTOMERS\n\nVIRGINIA BOND FUND—\nCHARLES SCHWAB & CO INC\n12,185,711.71\n\n20.33\n\nI CLASS\nSPECIAL CUSTODY A/C FBO CUSTOMERS\n\nATTN MUTUAL FUNDS\n\n(a)At the level of ownership indicated, the shareholder may be able to determine the outcome of any matters affecting the Fund\nor one of its classes that are submitted to shareholders for vote.\n\nC00-066\n4/10/26\n\n42\n\n**NOTICE\nAND ACCESS: MATERIALS REQUEST TOUCH-TONE TELEPHONE SCRIPT**\n\n**“WO#\n34974 - T Rowe Price Funds”**\n\n**EXPECTED\nMAIL DATE: - MEETING DATE:**\n\n**WHEN\nCONNECTED TO OUR TOUCH TONE PHONE ORDERING SYSTEM ACCESSED VIA OUR TOLL-FREE NUMBER(1-877-816-5331) , THE SHAREHOLDER WILL HEAR:**\n\n**INITIAL\nGREETING:**\n\n*“Thank\nyou for calling the Proxy Materials Order Line.”*\n\n*“This\nline is available to you until the meeting date of the current campaign”*\n\n**THEN\nTHE SHAREHOLDER IS PROMPTED TO ENTER THEIR CONTROL NUMBER:**\n\n*“To\nrequest a copy of proxy materials by mail, I’ll need to validate some information from your Meeting Notice.”*\n\n*“On\nyour notice there’s a shaded box with a 14 digit number inside. Please enter that number now.”*\n\n**AFTER\nENTRY OF THEIR CONTROL NUMBER, THEY ARE PROMPTED TO ENTER THEIR SECURITY CODE:”**\n\n*“Next,\nlocated in the un-shaded box is an 8 digit number. Please enter this number now.*\n\n**THEN\nYOU HEAR:**\n\n*“Thank\nyou, Please hold while I validate those numbers.”*\n\n**IF\nTHE CODES ENTERED WERE VALID, THE CAMPAIGN SPECIFIC GENERIC SPEECH IS HEARD NEXT:**\n\n**Okay,\nyou’ll be requesting meeting materials for the upcoming special meeting.**\n\n**IF\nTHE CODES ENTERED WERE VALID, THE CAMPAIGN SPECIFIC SPEECH IS HEARD NEXT:**\n\n**“Okay,\nyou’ll be requesting materials for the T. Rowe Price Funds Joint Special Meeting of Shareholders.”**\n\n**THEN\nTHE FOLLOWING SPEECH IS HEARD:**\n\n*“Your\nrequest for a paper copy of your proxy materials will be processed in just a moment. For future meetings you can*\n\n*elect\nto receive proxy materials by email or by mail. If you prefer email, please log on to the web site listed on your*\n\n*shareholder\nmeeting Notice so that we can capture your email address. If you prefer to receive all future proxy*\n\n*materials\nby mail, press 1 now. If you don’t want to set a future delivery preference, just hold on for your material*\n\n*order\nconfirmation.”*\n\n**NEXT,\nTHE SHAREHOLDER HEARS:**\n\n*“Please\nhold while I process your request.”*\n\n**THEN\nTHE SHAREHOLDER HEARS:**\n\n*“Your\nrequest has been received. Proxy material orders will be mailed within 3 business days.”*\n\n**OR,\nIF THE SHAREHOLDER HAS A PENDING ORDER THEY HEAR THIS SPEECH INSTEAD:**\n\n*“There’s\nalready a request for proxy meeting materials that’s pending. Material orders are mailed within 3 business*\n\n*days\nfrom when they were requested.”*\n\n**IF\nTHE MEETING IS WITHIN 10 DAYS OF THE CALL, THE SHAREHOLDER WILL HEAR:**\n\n*“Since\nthe meeting is within 10 days, I cannot guarantee that you’ll receive your proxy materials in sufficient time for*\n\n*you\nto review the materials and process your vote. However, you can always view your proxy materials and vote*\n\n*online\nby logging onto the website listed on your shareholder meeting notice.”*\n\n**IF\nTHE SHAREHOLDER ELECTED TO RECEIVE ALL FUTURE PROXY MATERIALS BY MAIL THEY WILL HEAR:**\n\n*“Additionally,\nas you’ve indicated, you’ll receive all future proxy meeting materials by mail.”*\n\n**THEN\nTHE SHAREHOLDER IS PROMPTED TO SEE IF THEY HAVE ANOTHER NOTICE:**\n\n*“If\nyou have received a notice on another account that you’d like me to send you materials on, press one now.”*\n\n**THEN\nIF THE SHAREHOLDER ELECTS TO ORDER MATERIALS FOR ANOTHER NOTICE:**\n\n*“Okay,\nto send you materials on another account we’ll just need to repeat the process using the details from your other notice.\nLet’s begin...”*\n\n**IF\nTHE SHAREHOLDER DOESN’T CHOOSE THE OPTION TO ORDER MATERIALS FOR ANOTHER NOTICE, THEY HEAR:**\n\n*“I’m\nnow going to end this call. Thank you for calling. Goodbye.”*\n\n**PROXY TABULATOR**\n**PO\nBox 43131**\n**Providence,\nRI 02940-3131**\n\n**SCAN**the QR code to access your\n\nmaterials without entering a\n\nControl Number or Security Code.\n\nAttend\nShareholder Meeting\n\n1307 Point Street,\n\nBaltimore, MD 21231,\n\non June 25, 2026\n\nat **8:00 a.m.** Eastern Time\n\n**Important\nNotice Regarding the Availability of Proxy Materials for**\n\n**T.\nRowe Price Funds’**\n\n**Joint\nSpecial Meeting of Shareholders to be held on June 25, 2026**\n\nUnder\nSecurities and Exchange Commission rules, you are receiving this notice that the proxy materials for the joint special meeting\nof shareholders are available on the Internet, including Proxy Card, Notice and Proxy Statement. Follow the instructions below\nto view the material and vote online or request a copy. The items to be voted on at the joint special meeting are on the reverse\nside. Your vote is important!\n\n**This\ncommunication is NOT a form for voting and presents only an overview of the more complete proxy materials that are available to\nyou on the Internet. We encourage you to access and review all the important information contained in the proxy materials before\nvoting.**\n\n**To\nview your proxy materials, go to the website and enter your login details below.**\n\n**Easy\nOnline Access – View your proxy materials and vote.**\n\n**Step\n1:** View your materials at: **https://www.proxy-direct.com/trp-34974.**\n\n**Step\n2:** Login using your Control Number and Security Code\n\n**Step\n3:** Vote your shares\n\n**On this website, you can also set Future Delivery Preferences or request a paper copy of the materials. There is no charge to you**\n\n**for requesting a copy. Please make your request as soon as possible but no later than 10 days before the meeting to facilitate**\n\n**timely delivery.**\n\nFUNDS\nFUNDS\nFUNDS\n\nT.\nRowe Price California Tax-Free Bond Fund\nT.\nRowe Price Emerging Markets Stock Fund\nT.\nRowe Price Georgia Tax-Free Bond Fund\n\nT.\nRowe Price Health Sciences Fund\nT.\nRowe Price Health Sciences Portfolio\nInstitutional\nEmerging Markets Equity Fund\n\nT.\nRowe Price Intermediate Tax-Free High Yield Fd\nT.\nRowe Price Maryland Short-Term Tax-Free Bond Fd\nT.\nRowe Price Maryland Tax-Free Bond Fund\n\nT.\nRowe Price Maryland Tax-Free Money Fund\nT.\nRowe Price New Jersey Tax-Free Bond Fund\nT.\nRowe Price New York Tax-Free Bond Fund\n\nT.\nRowe Price Summit Municipal Income Fund\nT.\nRowe Price Summit Municipal Intermediate Fund\nT.\nRowe Price Tax-Efficient Equity Fund\n\nT.\nRowe Price Tax-Exempt Money Fund\nT.\nRowe Price Tax-Free High Yield Fund\nT.\nRowe Price Tax-Free Income Fund\n\nT.\nRowe Price Tax-Free Short-Intermediate Fund\nT.\nRowe Price U.S. Equity Research ETF\nT.\nRowe Price U.S. Equity Research Fund\n\nT.\nRowe Price U.S. Large-Cap Core Fund\nT.\nRowe Price Virginia Tax-Free Bond Fund\n\n**The\nBoard of Directors recommends that you vote “FOR” the proposals.**\n\nThe\nfollowing matters will be considered at the Shareholder Meeting:\n\n**1.****Change\nthe diversification policy from diversified to nondiversified.**\n\n**2.****Change\nthe 80% investment policy.**\n\n**3.****Eliminate\nthe alternative minimum tax (AMT) fundamental policy.**\n\n**4.****To\ntransact such other business as may properly come before the Shareholder Meeting and any adjournments or postponements thereof.**\n\nONLINE\nMATERIAL ACCESS AND PAPER COPY REQUESTS CAN ALSO BE MADE UTILIZING ONE OF THE METHODS\nBELOW.\n\n**YOU\nCAN ALSO USE ONE OF THESE METHODS TO ELECT A PERMANENT DELIVERY PREFERENCE FOR FUTURE MEETINGS.**\n\nPLEASE\nSTATE YOUR 14-DIGIT CONTROL NUMBER AND 8-DIGIT SECURITY CODE WHEN MAKING A REQUEST.\n\nTELEPHONE\nREQUESTS\n\nCALL\n1-877-816-5331\n\nE-MAIL\nREQUESTS AT:\n\nproxymaterials@computershare.com\n\nTRP_34974_NA_031326\n\n**PO Box 43131**\n\n**Providence, RI 02940-3131**\n\n**ACTION\nREQUESTED**\n\nReference Number:\n\nRe:\nYour investment in one or more **T. Rowe Price Funds**\n\nDear\nShareholder:\n\nWe\nhave been trying to get in touch with you regarding a very important matter pertaining to your investment in the **T. Rowe Price\nFunds.** This matter relates to an important operating initiative for the Funds which requires your response.\n\nIt\nis very important that we speak to you regarding this matter. The call will only take a few moments of your time.\n\nPlease\ncontact us toll-free at **1-866-510-5115** between 10:00 a.m. and 11:00 p.m. EST, Monday through Thursday, between 10:00 a.m.\nand 5:00 p.m. EST on Friday and between 12:00 p.m. and 6:00 p.m. EST on Saturday.\n\nPlease\nrespond as soon as possible. At the time of the call, please use the Reference Number listed above.\n\nThank\nyou in advance for your participation.\n\n****\n\n**URGENT:\nYour vote is needed today!**\n\n**Joint\nSpecial Meeting of T. Rowe Price Funds**\n\nDear\nShareholder:\n\nThe\nJoint Special Meeting of Shareholders to be held on June 25, 2026, at 8:00 a.m. ET, is quickly approaching, and **our records\nindicate that we have not yet received your vote.**\n\n**YOUR\nFUND’S BOARD RECOMMENDS THAT YOU VOTE \"FOR\" THE PROPOSAL**\n\n**Voting\nnow helps minimize additional costs to the funds, avoids additional mailings,**\n\n**and\neliminates phone calls to shareholders.**\n\nThe\nProxy Statement we sent you contains important information regarding the proposal that you and other shareholders are being asked\nto consider. A copy of the Proxy Statement may be viewed or downloaded at the website listed on your proxy card. If you have any\nquestions regarding the proposals, or need assistance with voting, you may call Computershare Fund Services, the Funds’\nproxy solicitor, toll-free at **1-866-510-4762**.\n\nPlease\nvote using one of the following options:\n\n**VOTE\nWITH A LIVE AGENT**\n\nCall\n**1-888-510-4762** with any questions. Specialists can assist with voting. Available Monday-Friday from 9 a.m. – 11 p.m.\nand Saturday 12 p.m. – 6 p.m. ET\n\n**VOTE\nONLINE**\n\nLog\non to the website or scan the QR code shown on your proxy card. Please have your proxy card in hand to access your\ncontrol number (located in the shaded box) and follow the on-screen instructions.\n\n**VOTE\nBY TOUCH-TONE TELEPHONE**\n\nCall\nthe toll-free number listed on your proxy card. Please have your proxy card in hand to access your control number (located\nin the shaded box) and follow the recorded instructions.\n\n**VOTE\nBY MAIL**\n\nComplete,\nsign and date the proxy card and then return it in the enclosed postage-paid envelope.\n\nThank\nyou for your prompt attention to this matter and your continued confidence in T. Rowe Price. If you have already voted, we appreciate\nyour participation, and you may disregard this notice.\n\nVote\nYour Shares Today - T. Rowe Price Funds Special Meeting of Shareholders\n\nDear\nT. Rowe Price Fund Shareholder:\n\nComputershare\nFund Services is an industry-leader in proxy solution offerings. We’re assisting T. Rowe Price with conducting a proxy vote\nfor impacted fund shareholders.\n\nYou are receiving this email because you consented to\nreceive T. Rowe Price proxy materials online. This email provides the information you will need to view the proxy materials online,\naccess your proxy card, and vote your shares.\n\nA Joint Special Meeting of Shareholders will take place\nat 8:00 a.m. ET, Thursday, June 25, 2026. As the T. Rowe Price Funds (**Funds**) are owned by their shareholders, your participation\nas a shareholder in the proxy process is extremely important. For your convenience, electronic versions of the Proxy Statement\nand Sample Ballot are available at the below website for you to view or download.\n\nhttps://www.proxy-direct.com/trp-34974\n\nAfter you have reviewed the materials, please submit\nyour vote promptly. Voting promptly can help limit additional costs to the Funds associated with soliciting your vote.\n\n**Voting\nYour Proxy Online**\n\nOnline voting is a convenient and secure way to vote\nyour proxy. You may access your proxy card and vote your proxy by clicking on the link(s) provided below. The link will take you\ndirectly to the proxy voting site where you can submit your vote.\n\nThe control number and security code shown below will\nauto-populate when you click on the link(s) provided.\n\nTest Fund Name 1 Control Number: 00099999000000\n\nSecurity Code: 99999999\n\nClick\nHere to Vote\n\n**You\nalso can visit https://www.proxy-direct.com and enter your control numbers and security\ncode exactly as they appear above. If multiple control numbers and security codes appear, you will need to vote each one individually\nin order to capture your vote on all accounts.**\n\nIf you have any questions about the proxy materials or the proposals, or if you wish to request\na paper copy of the proxy materials, please contact us at 1-866-510-4762. For all other questions related to your account, please\ncontact T. Rowe Price at 1-800-537-6172.\n\nBecause regulations require that each Fund receive a certain number of votes, you may be contacted\nby email or phone if your vote is not received. These calls and emails will cease as soon as your vote is recorded.\n\nThank you for investing with T. Rowe Price Funds.\n\nSincerely,\n\nComputershare Fund Services\n\nIndependent Tabulator for the June 25, 2026 T. Rowe Price Joint Special Meeting of Shareholders\n\nThis\nemail is being sent to you because you requested to receive T. Rowe Price communications via email. To modify your customer profile,\nselect new email options, or fully unsubscribe from T. Rowe Price email, click here.\n\nT.\nRowe Price Funds WO# 34974- TOUCH-TONE TELEPHONE VOTING SCRIPT\n\n** **\nPROXY CARD ** IVR\nRevision 03/06/2026**\n\n**WHEN\nCONNECTED TO OUR TOUCH TONE VOTING SYSTEM ACCESSED VIA OUR TOLL-FREE # 1-800-337-3503****,\nTHE SHAREHOLDER HEARS:**\n\nTHE\nINITIAL PROMPT:\n\n\"Thank\nyou for calling the proxy voting line.\n\nBefore\nyou can vote, I'll need to validate some information from your proxy card or meeting notice.\n\nOn\nyour card or notice there’s a shaded box with a 14 digit number inside. Please enter that number now.\"\n\nAFTER\nTHE SHAREHOLDER ENTERS THEIR 14 DIGIT CONTROL NUMBER, HE/SHE HEARS:\n\n\"Next,\nlocated in the un-shaded box is an 8 digit number. Please enter this number now.\"\n\nTHEN\nYOU HEAR:\n\n\"Thank\nyou. Please hold while I validate those numbers.\"\n\nIF\nVALID CODES WERE ENTERED, THE SHAREHOLDER WILL HEAR THE FOLLOWING GENERIC SPEECH:\n\n\"Okay,\nyou'll be voting your shares for the upcoming special meeting. The Board Recommends a vote FOR all proposals.\"\n\nIF\nTHE CUSTOM GREETING IS APPROVED, THE SHAREHOLDER WILL HEAR THE FOLLOWING CUSTOM SPEECH:\n\n\"Okay,\nyou'll be voting your proxy for shares in the T. Rowe Price Funds. The Board Recommends a vote FOR all proposals.\"\n\nIF\nTHERE IS A PRIOR VOTE IN THE SYSTEM FOR THE CONTROL NUMBER ENTERED YOU HEAR:\n\n\"\nI see that you’ve already voted. If you don’t want to change your vote you can just hang-up. Otherwise,\n\nremain\non the line and I’ll take you through the voting process again...\"\n\nIF\nTHERE IS NO PRIOR VOTE, THE FOLLOWING IS HEARD:\n\n\"I'm\nabout to take you through the voting process. Please keep your voting card or meeting notice in front\n\nof\nyou to follow along. Okay, let's begin…\"\n\nTHEN,\n**MATCHING THE SHAREHOLDER'S PROXY CARD, THEY WILL BE PROMPTED FOR VOTING\nAS FOLLOWS:**\n\n**\"PROPOSAL\n1,2: **** [FOR\nONE HOLDING THEY HEAR]: ****\"To\nvote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3\" **\n\n**OR MULTIPLE\nHOLDINGS THEY HEAR]: ****\"To\nvote FOR on ALL HOLDINGS, Press 1; AGAINST on ALL HOLDINGS, Press 2; **\n\nABSTAIN\non ALL HOLDINGS, Press 3 or to vote on EACH HOLDING INDIVIDUALLY, press 4.\"\n\nWHEN\nA SHAREHOLDER OWNS MULTIPLE HOLDINGS AND CHOOSES TO VOTE ON EACH HOLDING INDIVIDUALLY, THEY HEAR:\n\n\"FOR\nHOLDING 1: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3\"\n\n\"FOR\nHOLDING 2: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3\",\netc to match the fund holdings on the ballot.\n\nThe\nprompting continues for each of the shareholders holdings to match their fund holdings listed on their proxy card…\n\nWHEN\nTHE SHAREHOLDER HAS COMPLETED VOTING ON THE PROPOSALS, HE/SHE WILL HEAR:\n\n\"Okay,\nyou've finished voting but your vote has not yet been recorded.\"\n\n\"To\nhear a summary of how you voted, press 1; To record your vote, Press 2.\"\n\nIF\nTHE SHAREHOLDER PRESSES 1, TO HEAR A SUMMARY OF THEIR VOTES, HE/SHE WILL HEAR:\n\n\"Please\nnote your vote will be cast automatically should you decide to hang up during the summary.\"\n\n** \"You've\nelected to vote as follows...\"****[THEN\nA PLAYBACK OF THE VOTES COLLECTED FOR EACH PROPOSAL IS HEARD]**\n\nAFTER\nTHE VOTE PLAYBACK, THE SHAREHOLDER HEARS:\n\n\"If\nthis is correct, press 1; Otherwise, press 2. If you'd like to hear the information again press # (pound).\"\n\nIF\nTHE CALLER CHOOSES TO RECORD THEIR VOTE (EITHER BEFORE OR AFTER THE SUMMARY IS HEARD), THEY HEAR:\n\n\"(Okay)\nPlease hold while I record your vote.\"\n\nTHEN\nTHEY HEAR:\n\n\"Your\nvote has been recorded. It’s not necessary for you to mail in your proxy card or meeting notice.\n\nI’m\nnow going to end this call unless you have another proxy card or meeting notice to vote or you want to change\n\nyour\nvote. If you need to vote again, press one now.\"\n\nIF\nTHE SHAREHOLDER PRESSES 2, INDICATING AN INCORRECT VOTE, HE/SHE WILL HEAR:\n\n\"Okay,\nlets change your vote.\" ** [The system then prompts the voting options\nagain.]**\n\nAFTER\nTHE SHAREHOLDER'S VOTE IS RECORDED, IF THEY ELECT TO VOTE ANOTHER PROXY, HE/SHE HEARS:\n\n\"Before\nyou can vote, I'll need to validate some information from your proxy card or meeting notice. On your card or notice\n\nthere’s\na shaded box with a 14 digit number inside. Please enter that number now.\"\n\nIF\nTHE SHAREHOLDER ELECTS TO END THE CALL, HE/SHE WILL HEAR:\n\n\"Thank\nyou for voting, goodbye.\"\n\nT.\nRowe Price Funds WO# 34974- TOUCH-TONE TELEPHONE VOTING SCRIPT\n\n** VOTING INSTRUCTION CARD **\n**IVR Revised 03/06/2026**\n\nWHEN\nCONNECTED TO OUR PHONE VOTING SYSTEM ACCESSED VIA OUR TOLL-FREE NUMBER 1-866-298-8476 THE SHAREHOLDER HEARS:\n\nTHE INITIAL PROMPT:\n\n\"Thank you for calling the proxy voting line.\n\nBefore you can vote, I'll need to validate some information from your Voting Instruction Card or meeting notice.\n\nOn your card or notice there’s a shaded box with a 14 digit number inside. Please enter that number now.\"\n\nAFTER THE SHAREHOLDER ENTERS THEIR 14 DIGIT CONTROL NUMBER, HE/SHE HEARS:\n\n\"Next, located in the un-shaded box is an 8 digit number. Please enter this number now.\"\n\nTHEN YOU HEAR:\n\n\"Thank you. Please hold while I validate those numbers.\"\n\nIF VALID CODES WERE ENTERED, THE SHAREHOLDER WILL HEAR THE FOLLOWING GENERIC SPEECH:\n\n\"Okay, you'll be voting your shares for the upcoming special meeting. The Board Recommends a vote FOR all proposals.\"\n\nIF CUSTOM GREETING IS APPROVED, THE SHAREHOLDER WILL HEAR THE FOLLOWING CUSTOM SPEECH:\n\n\"Okay, you'll be voting your proxy for shares in the T. Rowe Price Funds. The Board Recommends a vote FOR all proposals.\"\n\nIF THERE IS A PRIOR VOTE IN THE SYSTEM FOR THE CONTROL NUMBER ENTERED YOU HEAR:\n\n\" I see that you’ve already voted. If you don’t want to change your vote you can just hang-up. Otherwise,\n\nremain on the line and I’ll take you through the voting process again...\"\n\nIF THERE IS NO PRIOR VOTE, THE FOLLOWING IS HEARD:\n\n\"I'm about to take you through the voting process. Please keep your voting card or meeting notice in front\n\nof you to follow along. Okay, let's begin…\"\n\nTHEN, MATCHING THE SHAREHOLDER'S VOTING INSTRUCTION CARD, THEY WILL BE PROMPTED FOR VOTING AS FOLLOWS:\n\n**\"PROPOSAL 1,2: **** [FOR ONE HOLDING THEY HEAR]: ****\"To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3\" **\n\n**OR MULTIPLE HOLDINGS THEY HEAR]: ****\"To vote FOR on ALL HOLDINGS, Press 1; AGAINST on ALL HOLDINGS, Press 2; **\n\nABSTAIN on ALL HOLDINGS, Press 3 or to vote on EACH HOLDING INDIVIDUALLY, press 4.\"\n\nWHEN A SHAREHOLDER OWNS MULTIPLE HOLDINGS AND CHOOSES TO VOTE ON EACH HOLDING INDIVIDUALLY, THEY HEAR:\n\n\"FOR HOLDING 1: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3\"\n\n\"FOR HOLDING 2: To vote FOR Press 1; AGAINST Press 2; Or to ABSTAIN Press 3\", etc to match the fund holdings on the ballot.\n\n**The prompting continues for each of the shareholders holdings to match their fund holdings listed on their Voting Instruction Card…**\n\nWHEN THE SHAREHOLDER HAS COMPLETED VOTING ON THE PROPOSAL, HE/SHE WILL HEAR:\n\n\"Okay, you've finished voting but your vote has not yet been recorded.\"\n\n\"To hear a summary of how you voted, press 1; To record your vote, Press 2.\"\n\nIF THE SHAREHOLDER PRESSES 1, TO HEAR A SUMMARY OF THEIR VOTE, HE/SHE WILL HEAR:\n\n\"Please note your vote will be cast automatically should you decide to hang up during the summary.\"\n\n** \"You've elected to vote as follows...\"****[THEN A PLAYBACK OF THE VOTE COLLECTED FOR THE PROPOSAL IS HEARD]**\n\nTHEN AFTER THE VOTE PLAYBACK, THE SHAREHOLDER HEARS:\n\n\"If this is correct, press 1; Otherwise, press 2. If you'd like to hear the information again press # (pound).\"\n\nIF THE CALLER CHOOSES TO RECORD THEIR VOTE (EITHER BEFORE OR AFTER THE SUMMARY IS HEARD), THEY HEAR:\n\n\"(Okay) Please hold while I record your vote.\"\n\nTHEN THEY HEAR:\n\n\"Your vote has been recorded. It’s not necessary for you to mail in your proxy card or meeting notice.\"\n\n\"I’m now going to end this call unless you have another proxy card or meeting notice to vote or\n\nyou want to change your vote. If you need to vote again, press one now.\"\n\nIF THE SHAREHOLDER PRESSES 2, INDICATING AN INCORRECT VOTE, HE/SHE WILL HEAR:\n\n**\"Okay,\nlets change your vote.\" [The\nsystem then prompts the voting options again.]**\n\nAFTER THE SHAREHOLDER 'S VOTE IS RECORDED, IF THEY ELECT TO VOTE ANOTHER PROXY, HE/SHE HEARS:\n\n\"Before you can vote, I'll need to validate some information from your voting instruction card or meeting notice.\n\nOn your card or notice there’s a shaded box with a 14 digit number inside. Please enter that number now.\"\n\nIF THE SHAREHOLDER ELECTS TO END THE CALL, HE/SHE WILL HEAR:\n\n\"Thank you for voting, goodbye.\"\n\n**YOUR\nVOTE IS IMPORTANT**\n\n**PO\nBox 43131\nProvidence, RI 02940-3131**\n\n**SCAN**\n\nThe QR code or visit\n\n**www.proxy-direct.com**\n\nto vote your shares\n\n**LIVE AGENT**\nCall 1-866-510-4762 with any questions.\n\nSpecialists can assist with voting.\n\nAvailable Monday-Friday\nfrom 9 a.m. – 11 p.m. and\nSaturday 12 p.m. – 6 p.m. ET\n\n**CALL**\n\n**1-800-337-3503**\n\nFollow the recorded instructions\n\n*available 24 hours*\n\n**MAIL**\n\nVote, Sign and Mail in the\n\nenclosed Business Reply Envelope\n\n**VOTE\nIN PERSON**\n\nAttend Shareholder Meeting\n\n1307 Point Street,\n\nBaltimore, MD 21231,\n\non June 25, 2026\n\nFUNDS\nFUNDS\nFUNDS\n\nT. Rowe Price California Tax-Free Bond Fund\nT. Rowe Price Emerging\nMarkets Stock Fund\nT. Rowe Price Georgia\nTax-Free Bond Fund\n\nT. Rowe Price Health Sciences Fund\nT. Rowe Price Health\nSciences Portfolio\nInstitutional Emerging\nMarkets Equity Fund\n\nT. Rowe Price Intermediate Tax-Free High Yield\nFd\nT. Rowe Price Maryland\nShort-Term Tax-Free Bond Fd\nT. Rowe Price Maryland\nTax-Free Bond Fund\n\nT. Rowe Price Maryland Tax-Free Money Fund\nT. Rowe Price New\nJersey Tax-Free Bond Fund\nT. Rowe Price New\nYork Tax-Free Bond Fund\n\nT. Rowe Price Summit Municipal Income Fund\nT. Rowe Price Summit\nMunicipal Intermediate Fund\nT. Rowe Price Tax-Efficient\nEquity Fund\n\nT. Rowe Price Tax-Exempt Money Fund\nT. Rowe Price Tax-Free\nHigh Yield Fund\nT. Rowe Price Tax-Free\nIncome Fund\n\nT. Rowe Price Tax-Free Short-Intermediate Fund\nT. Rowe Price U.S.\nEquity Research ETF\nT. Rowe Price U.S.\nEquity Research Fund\n\nT. Rowe Price U.S. Large-Cap Core Fund\nT. Rowe Price Virginia\nTax-Free Bond Fund\n\n**T.\nROWE PRICE FUNDS**\n\n**JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 25, 2026**\n\n**THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS**\n\nBy\nmy signature on the reverse side, I appoint Fran Pollack-Matz and David Oestreicher as proxies to vote all the shares of the Fund(s)\nlisted above, that I am entitled to vote at the Joint Special Meeting of Shareholders to be held on June 25, 2026 at **8:00 a.m.**,\nEastern Time at the headquarters of T. Rowe Price, 1307 Point Street, Baltimore, MD 21231, and at any adjournments of the meeting.\nFran Pollack-Matz and David Oestreicher may vote my shares, and they may appoint substitutes to vote my shares on their behalf.\nI instruct Fran Pollack-Matz and David Oestreicher to vote this proxy as specified on the reverse side, and I revoke any previous\nproxies that I have executed. The proxies will vote any other matters that arise at the meeting in accordance with their best\njudgment. I acknowledge receipt of the Fund(s) Notice of Joint Special Meeting of Shareholders and proxy statement.\n\n**IF\nTHIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED “FOR” THE APPROVAL OF THE PROPOSALS.\nPlease refer to the Joint Proxy Statement for more information about the proposals.**\n\n**YOUR\nVOTE IS IMPORTANT. Mark, sign, date and return this proxy card as soon as possible.**\n\n**VOTE\nVIA THE INTERNET: www.proxy-direct.com**\n\n**VOTE\nVIA THE TELEPHONE: 1-800-337-3503**\n\n**TRP_34974_031626**\n\n**PLEASE\nSIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.**\n\nxxxxxxxxxxxxxx\ncode\n\n**THIS\nPROXY CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BELOW. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE\nINDICATED, THE SHARES WILL BE VOTED “FOR” THE PROPOSALS.**\n\n**TO\nVOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:**\n\n**A**\n\n**Proposals THE\nBOARD RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.**\n\n**1.****Change\nthe diversification policy from diversified to nondiversified**.\n\nFOR\nAGAINST\nABSTAIN\n\nFOR\nAGAINST\nABSTAIN\n\n01\nT. Rowe Price Emerging Markets Stock Fund\n☐\n☐\n☐\n\n02\nT. Rowe Price Health Sciences Fund\n☐\n☐\n☐\n\n03\nT. Rowe Price Health Sciences Portfolio\n☐\n☐\n☐\n\n04\nInstitutional Emerging Markets Equity Fund\n☐\n☐\n☐\n\n05\nT. Rowe Price Tax-Efficient Equity Fund\n☐\n☐\n☐\n\n06\nT. Rowe Price U.S. Equity Research ETF\n☐\n☐\n☐\n\n07\nT. Rowe Price U.S. Equity Research Fund\n☐\n☐\n☐\n\n08\nT. Rowe Price U.S. Large-Cap Core Fund\n☐\n☐\n☐\n\n**2.****Change\nthe 80% investment policy.**\n\nFOR\nAGAINST\nABSTAIN\n\nFOR\nAGAINST\nABSTAIN\n\n01\nT. Rowe Price California Tax-Free Bond Fund\n☐\n☐\n☐\n\n02\nT. Rowe Price Georgia Tax-Free Bond Fund\n☐\n☐\n☐\n\n03\nT. Rowe Price Intermediate Tax-Free High Yield Fd\n☐\n☐\n☐\n\n04\nT. Rowe Price Maryland Short-Term Tax-Free Bond Fd\n☐\n☐\n☐\n\n05\nT. Rowe Price Maryland Tax-Free Bond Fund\n☐\n☐\n☐\n\n06\nT. Rowe Price Maryland Tax-Free Money Fund\n☐\n☐\n☐\n\n07\nT. Rowe Price New Jersey Tax-Free Bond Fund\n☐\n☐\n☐\n\n08\nT. Rowe Price New York Tax-Free Bond Fund\n☐\n☐\n☐\n\n09\nT. Rowe Price Summit Municipal Income Fund\n☐\n☐\n☐\n\n10\nT. Rowe Price Summit Municipal Intermediate Fund\n☐\n☐\n☐\n\n11\nT. Rowe Price Tax-Exempt Money Fund\n☐\n☐\n☐\n\n12\nT. Rowe Price Tax-Free High Yield Fund\n☐\n☐\n☐\n\n13\nT. Rowe Price Tax-Free Income Fund\n☐\n☐\n☐\n\n14\nT. Rowe Price Tax-Free Short-Intermediate Fund\n☐\n☐\n☐\n\n15\nT. Rowe Price Virginia Tax-Free Bond Fund\n☐\n☐\n☐\n\n**3.****Eliminate\nthe alternative minimum tax (AMT) fundamental policy.**\n\nFOR\nAGAINST\nABSTAIN\n\nFOR\nAGAINST\nABSTAIN\n\n01\nT. Rowe Price California Tax-Free Bond Fund\n☐\n☐\n☐\n\n02\nT. Rowe Price Georgia Tax-Free Bond Fund\n☐\n☐\n☐\n\n03\nT. Rowe Price Intermediate Tax-Free High Yield Fd\n☐\n☐\n☐\n\n04\nT. Rowe Price Maryland Short-Term Tax-Free Bond Fd\n☐\n☐\n☐\n\n05\nT. Rowe Price Maryland Tax-Free Bond Fund\n☐\n☐\n☐\n\n06\nT. Rowe Price Maryland Tax-Free Money Fund\n☐\n☐\n☐\n\n07\nT. Rowe Price New Jersey Tax-Free Bond Fund\n☐\n☐\n☐\n\n08\nT. Rowe Price New York Tax-Free Bond Fund\n☐\n☐\n☐\n\n09\nT. Rowe Price Tax-Exempt Money Fund\n☐\n☐\n☐\n\n10\nT. Rowe Price Tax-Free High Yield Fund\n☐\n☐\n☐\n\n11\nT. Rowe Price Tax-Free Income Fund\n☐\n☐\n☐\n\n12\nT. Rowe Price Tax-Free Short-Intermediate Fund\n☐\n☐\n☐\n\n13\nT. Rowe Price Virginia Tax-Free Bond Fund\n☐\n☐\n☐\n\n**4.****To\ntransact such other business as may properly come before the Shareholder Meeting and any adjournments or postponements thereof.**\n\n**Important\nNotice Regarding the Availability of Proxy Materials for the**\n\n**Joint\nSpecial Shareholder Meeting to be held on June 25, 2026.**\n\n**The\nJoint Proxy Statement for this meeting is available at:**\n\n**https://www.proxy-direct.com/trp-34974**\n\n**B**\n\n**Authorized\nSignatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below**\n\n**Note**:\nPlease\nsign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder\nshould sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other\nentity or in another representative capacity, please give the full title under the signature.\n\n**Date\n(mm/dd/yyyy) ─ Please print date below**\n\n**Signature\n1 ─ Please keep signature within the box**\n\n**Signature\n2 ─ Please keep signature within the box**\n\nScanner\nbar code\n\nxxxxxxxxxxxxxx\nTRP\n34974\nxxxxxxxx\n\n**YOUR\nVOTE IS IMPORTANT**\n\n**PO\nBox 43131\nProvidence, RI 02940-3131**\n\n**SCAN**\n\nThe QR code or visit\n\n**www.proxy-direct.com**\n\nto vote your shares\n\n**LIVE AGENT**\nCall 1-866-510-4762 with any questions.\n\nSpecialists can assist with voting.\n\nAvailable Monday-Friday\nfrom 9 a.m. – 11 p.m. and\nSaturday 12 p.m. – 6 p.m. ET\n\n**CALL**\n\n**1-866-298-8476**\n\nFollow the recorded instructions\n\n*available 24 hours*\n\n**MAIL**\n\nVote, Sign and Mail in the\n\nenclosed Business Reply Envelope\n\n**VOTE\nIN PERSON**\n\nAttend Shareholder Meeting\n\n1307 Point Street,\n\nBaltimore, MD 21231,\n\non June 25, 2026\n\nFUNDS\nFUNDS\nFUNDS\n\nT. Rowe Price California\nTax-Free Bond Fund\nT. Rowe Price Emerging\nMarkets Stock Fund\nT. Rowe Price Georgia\nTax-Free Bond Fund\n\nT. Rowe Price Health\nSciences Fund\nT. Rowe Price Health\nSciences Portfolio\nInstitutional Emerging\nMarkets Equity Fund\n\nT. Rowe Price Intermediate\nTax-Free High Yield Fd\nT. Rowe Price Maryland\nShort-Term Tax-Free Bond Fd\nT. Rowe Price Maryland\nTax-Free Bond Fund\n\nT. Rowe Price Maryland\nTax-Free Money Fund\nT. Rowe Price New Jersey\nTax-Free Bond Fund\nT. Rowe Price New York\nTax-Free Bond Fund\n\nT. Rowe Price Summit\nMunicipal Income Fund\nT. Rowe Price Summit\nMunicipal Intermediate Fund\nT. Rowe Price Tax-Efficient\nEquity Fund\n\nT. Rowe Price Tax-Exempt\nMoney Fund\nT. Rowe Price Tax-Free\nHigh Yield Fund\nT. Rowe Price Tax-Free\nIncome Fund\n\nT. Rowe Price Tax-Free\nShort-Intermediate Fund\nT. Rowe Price U.S. Equity\nResearch ETF\nT. Rowe Price U.S. Equity\nResearch Fund\n\nT. Rowe Price U.S. Large-Cap\nCore Fund\nT. Rowe Price Virginia\nTax-Free Bond Fund\n\n**T.\nROWE PRICE FUNDS**\n\n**JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 25, 2026**\n\n**THIS VOTING INSTRUCTION CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS**\n\n**[INSURANCE\nCOMPANY NAME DROP-IN]**\n\n**The\nabove-referenced insurance company (the “Company”) is using this Voting Instruction Card to solicit voting instructions\nfrom its contract owners who hold unit values in a separate account of the Company that invests in the fund(s) listed above**.\nThe undersigned contract/policy owner hereby instructs that the votes attributable to the undersigned’s shares with respect\nto the Fund(s) be cast as directed on the reverse side at the Joint Special Meeting of Shareholders to be held on June 25, 2026\nat **8:00 a.m.**, Eastern Time at the headquarters of T. Rowe Price, 1307 Point Street, Baltimore, MD 21231, and at any adjournments\nof the meeting. The undersigned, by completing this Voting Instruction Card, does hereby authorize the above-named insurance company\nto exercise its discretion in voting upon such other business as may properly come before the Meeting or any adjournments or postponements\nthereof.\n\n**The\nVoting Instruction Card, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction\nis made, the votes attributable to this Voting Instruction Card will be voted FOR the proposals listed on the reverse side. Shares\nof the Fund(s) for which no instructions are received will be voted in the same proportion as votes for which instructions are\nreceived for the Fund(s).**\n\n**YOUR\nVOTE IS IMPORTANT. Mark, sign, date and return this voting instruction card as soon as possible.**\n\n** **\n\n**VOTE\nVIA THE INTERNET: www.proxy-direct.com**\n\n**VOTE\nVIA THE TELEPHONE: 1-866-298-8476**\n\n**TRP_34974_031626_VI**\n\n**PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.**\n\nxxxxxxxxxxxxxx\ncode\n\n**THIS VOTING INSTRUCTION CARD, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BELOW. IF THIS VOTING\nINSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED “FOR” THE PROPOSALS.**\n\n**TO\nVOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:**\n\n**A**\n\n**Proposals THE\nBOARD RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.**\n\n**1.****Change\nthe diversification policy from diversified to nondiversified**.\n\nFOR\nAGAINST\nABSTAIN\n\nFOR\nAGAINST\nABSTAIN\n\n01 T. Rowe Price Emerging\nMarkets Stock Fund\n☐\n☐\n☐\n\n02 T. Rowe Price Health\nSciences Fund\n☐\n☐\n☐\n\n03 T. Rowe Price Health\nSciences Portfolio\n☐\n☐\n☐\n\n04 Institutional Emerging\nMarkets Equity Fund\n☐\n☐\n☐\n\n05 T. Rowe Price Tax-Efficient\nEquity Fund\n☐\n☐\n☐\n\n06 T. Rowe Price U.S.\nEquity Research ETF\n☐\n☐\n☐\n\n07 T. Rowe Price U.S.\nEquity Research Fund\n☐\n☐\n☐\n\n08 T. Rowe Price U.S.\nLarge-Cap Core Fund\n☐\n☐\n☐\n\n**2.****Change\nthe 80% investment policy.**\n\nFOR\nAGAINST\nABSTAIN\n\nFOR\nAGAINST\nABSTAIN\n\n01 T. Rowe Price California\nTax-Free Bond Fund\n☐\n☐\n☐\n\n02 T. Rowe Price Georgia\nTax-Free Bond Fund\n☐\n☐\n☐\n\n03 T. Rowe Price Intermediate\nTax-Free High Yield Fd\n☐\n☐\n☐\n\n04 T. Rowe Price Maryland\nShort-Term Tax-Free Bond Fd\n☐\n☐\n☐\n\n05 T. Rowe Price Maryland\nTax-Free Bond Fund\n☐\n☐\n☐\n\n06 T. Rowe Price Maryland\nTax-Free Money Fund\n☐\n☐\n☐\n\n07 T. Rowe Price New\nJersey Tax-Free Bond Fund\n☐\n☐\n☐\n\n08 T. Rowe Price New\nYork Tax-Free Bond Fund\n☐\n☐\n☐\n\n09 T. Rowe Price Summit\nMunicipal Income Fund\n☐\n☐\n☐\n\n10 T. Rowe Price Summit\nMunicipal Intermediate Fund\n☐\n☐\n☐\n\n11 T. Rowe Price Tax-Exempt\nMoney Fund\n☐\n☐\n☐\n\n12 T. Rowe Price Tax-Free\nHigh Yield Fund\n☐\n☐\n☐\n\n13 T. Rowe Price Tax-Free\nIncome Fund\n☐\n☐\n☐\n\n14 T. Rowe Price Tax-Free\nShort-Intermediate Fund\n☐\n☐\n☐\n\n15 T. Rowe Price Virginia\nTax-Free Bond Fund\n☐\n☐\n☐\n\n**3.****Eliminate\nthe alternative minimum tax (AMT) fundamental policy.**\n\nFOR\nAGAINST\nABSTAIN\n\nFOR\nAGAINST\nABSTAIN\n\n01 T. Rowe Price California\nTax-Free Bond Fund\n☐\n☐\n☐\n\n02 T. Rowe Price Georgia\nTax-Free Bond Fund\n☐\n☐\n☐\n\n03 T. Rowe Price Intermediate\nTax-Free High Yield Fd\n☐\n☐\n☐\n\n04 T. Rowe Price Maryland\nShort-Term Tax-Free Bond Fd\n☐\n☐\n☐\n\n05 T. Rowe Price Maryland\nTax-Free Bond Fund\n☐\n☐\n☐\n\n06 T. Rowe Price Maryland\nTax-Free Money Fund\n☐\n☐\n☐\n\n07 T. Rowe Price New\nJersey Tax-Free Bond Fund\n☐\n☐\n☐\n\n08 T. Rowe Price New\nYork Tax-Free Bond Fund\n☐\n☐\n☐\n\n09 T. Rowe Price Tax-Exempt\nMoney Fund\n☐\n☐\n☐\n\n10 T. Rowe Price Tax-Free\nHigh Yield Fund\n☐\n☐\n☐\n\n11 T. Rowe Price Tax-Free\nIncome Fund\n☐\n☐\n☐\n\n12 T. Rowe Price Tax-Free\nShort-Intermediate Fund\n☐\n☐\n☐\n\n13 T. Rowe Price Virginia\nTax-Free Bond Fund\n☐\n☐\n☐\n\n**4.****To\ntransact such other business as may properly come before the Shareholder Meeting and any adjournments or postponements thereof.**\n\n**Important\nNotice Regarding the Availability of Proxy Materials for the**\n\n**Joint\nSpecial Shareholder Meeting to be held on June 25, 2026.**\n\n**The\nJoint Proxy Statement for this meeting is available at:**\n\n**https://www.proxy-direct.com/trp-34974**\n\n**B**\n\n**Authorized\nSignatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below**\n\n**Note**:\nPlease sign exactly as your name(s) appear(s) on this voting instruction card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.\n\n**Date\n(mm/dd/yyyy) ─ Please print date below**\n\n**Signature\n1 ─ Please keep signature within the box**\n\n**Signature\n2 ─ Please keep signature within the box**\n\nScanner\nbar code\n\nxxxxxxxxxxxxxx\nTRP2 34974\nxxxxxxxx"}