T. Rowe Price Retirement Fund Inc.
08/02/2024 | Press release | Distributed by Public on 08/02/2024 13:19
Annual Report by Investment Company Form N CSR
Target 2045 Fund_TRL_F197-050
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-21149
T. Rowe Price Retirement Funds, Inc.
(Exact name of registrant as specified in charter)
100 East Pratt Street, Baltimore, MD 21202
(Address of principal executive offices)
David Oestreicher
100 East Pratt Street, Baltimore, MD 21202
(Name and address of agent for service)
Registrant's telephone number, including area code: (410) 345-2000
Date of fiscal year end: May 31
Date of reporting period: May 31, 2024
Item 1. Reports to Shareholders
(a) Report pursuant to Rule 30e-1
Annual Shareholder Report
May 31, 2024
Target 2045 Fund
Investor Class(RPTFX)
This annual shareholder report contains important information about Target 2045 Fund (the "fund") for the period of June 1, 2023 to May 31, 2024. You can find the fund's prospectus, financial information on Form N-CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information at www.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1-800-638-5660 or [email protected]or contacting your intermediary.
What were the fund costs for the last year? (based on a hypothetical $10,000 investment)
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
|
Target 2045 Fund - Investor Class
|
$67
|
0.61%
|
What drove fund performance during the past 12 months?
-
Global stock indexes were broadly positive, while fixed income markets were mixed for the 12 months ended May 31, 2024. Many central banks maintained tight monetary policies to combat inflation, and markets fluctuated amid shifting expectations for interest rate cuts as rates remained "higher for longer." Nevertheless, investor sentiment was elevated by resilient corporate earnings and enthusiasm around the profit potential from artificial intelligence developments.
-
Versus the style-specific S&P Target Date 2045 Index, structural composition contributed to performance for the trailing one-year period. Security selection within the underlying U.S. large-cap equity strategies also had a favorable impact. The fund's allocations to U.S. large-cap value and core equities each outpaced their respective benchmarks, which added value on a relative basis.
-
On the negative side, as global equity markets climbed, the fund's lower equity allocations relative to its benchmark weighed on results. Additionally, a leading detractor from relative performance was security selection among the emerging markets stock allocation, which trailed its benchmark. Selection among the U.S. small-cap growth stock allocation weighed as well, as it also trailed its benchmark and detracted on a relative basis.
-
The fund seeks the highest total return over time, consistent with an emphasis on both capital growth and income. The fund invests in a diversified portfolio of other T. Rowe Price stock and bond mutual funds that represent various asset classes and sectors. Its allocation among T. Rowe Price funds will change over time in relation to its target retirement date.
How has the fund performed?
Cumulative Returns of a Hypothetical $10,000 Investment as of May 31, 2024
|
Investor Class
|
Regulatory Benchmark
|
Strategy Benchmark
|
|
|
2014
|
10,000
|
10,000
|
10,000
|
|
2014
|
10,297
|
10,470
|
10,249
|
|
2014
|
10,323
|
10,789
|
10,276
|
|
2015
|
10,592
|
11,096
|
10,536
|
|
2015
|
10,753
|
11,186
|
10,649
|
|
2015
|
10,093
|
10,507
|
9,981
|
|
2015
|
10,361
|
11,068
|
10,336
|
|
2016
|
9,655
|
10,226
|
9,625
|
|
2016
|
10,432
|
11,211
|
10,434
|
|
2016
|
10,858
|
11,709
|
10,835
|
|
2016
|
10,839
|
11,987
|
10,868
|
|
2017
|
11,554
|
12,915
|
11,572
|
|
2017
|
12,121
|
13,194
|
11,991
|
|
2017
|
12,545
|
13,590
|
12,329
|
|
2017
|
13,141
|
14,657
|
13,100
|
|
2018
|
13,363
|
15,010
|
13,296
|
|
2018
|
13,353
|
15,181
|
13,379
|
|
2018
|
13,691
|
16,342
|
13,854
|
|
2018
|
13,044
|
15,467
|
13,107
|
|
2019
|
13,520
|
15,768
|
13,456
|
|
2019
|
13,468
|
15,560
|
13,264
|
|
2019
|
14,118
|
16,556
|
13,830
|
|
2019
|
14,789
|
17,863
|
14,737
|
|
2020
|
14,302
|
16,856
|
13,918
|
|
2020
|
14,280
|
17,344
|
13,861
|
|
2020
|
16,066
|
20,106
|
15,543
|
|
2020
|
17,118
|
21,262
|
16,526
|
|
2021
|
18,368
|
22,811
|
17,669
|
|
2021
|
19,654
|
24,960
|
19,104
|
|
2021
|
20,433
|
26,749
|
19,793
|
|
2021
|
20,004
|
26,862
|
19,479
|
|
2022
|
19,057
|
25,615
|
18,939
|
|
2022
|
17,760
|
24,040
|
17,951
|
|
2022
|
16,872
|
23,197
|
17,034
|
|
2022
|
17,433
|
23,960
|
17,636
|
|
2023
|
17,371
|
23,547
|
17,759
|
|
2023
|
17,767
|
24,529
|
18,080
|
|
2023
|
18,806
|
26,620
|
19,140
|
|
2023
|
18,967
|
26,981
|
19,318
|
|
2024
|
20,705
|
30,282
|
21,040
|
|
2024
|
21,444
|
31,295
|
21,743
|
202405-3565004, 202407-3567455
F197-052 7/24
Average Annual Total Returns
|
1 Year
|
5 Years
|
10 Years
|
|
|
Target 2045 Fund (Investor Class)
|
20.70%
|
9.75%
|
7.93%
|
|
Russell 3000 Index (Regulatory Benchmark)
|
27.58
|
15.00
|
12.09
|
|
S&P Target Date 2045 Index (Strategy Benchmark)
|
20.26
|
10.39
|
8.08
|
The preceding line graph shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The fund's performance information included in the line graph and table above is compared with a regulatory required index that represents an overall securities market (Regulatory Benchmark). In addition, the line graph and table may also include one or more indexes that more closely aligns to the fund's investment strategy (Strategy Benchmark(s)). Due to new SEC Rules on shareholder reporting the fund adopted a new broad-based securities market index, referred to as the Regulatory Benchmark. Market index returns do not include expenses, which are deducted from fund returns. The fund's total return figures reflect the reinvestment of dividends and capital gains, if any. Neither the fund's returns nor the index returns reflect the deduction of taxes that a shareholder would pay on fund distributions or redemptions of fund shares. The fund's past performance is not a good predictor of the fund's future performance.Updated performance information can be found at www.troweprice.com.
What are some fund statistics?
Fund Statistics
|
Total Net Assets (000s)
|
$436,875
|
|
Number of Portfolio Holdings
|
25
|
|
Investment Advisory Fees Paid (000s)
|
$1,894
|
|
Portfolio Turnover Rate
|
32.2%
|
What did the fund invest in?
Asset Allocation (as a % of Net Assets)
|
Domestic Equity Funds
|
62.5%
|
|
International Equity Funds
|
24.3
|
|
Domestic Bond Funds
|
8.1
|
|
International Bond Funds
|
3.4
|
|
Short-Term and Other
|
1.7
|
Top Ten Holdings(as a % of Net Assets)
|
T. Rowe Price Value Fund
|
14.0%
|
|
T. Rowe Price Growth Stock Fund
|
13.3
|
|
T. Rowe Price U.S. Large-Cap Core Fund
|
9.3
|
|
T. Rowe Price Equity Index 500 Fund
|
8.7
|
|
T. Rowe Price Overseas Stock Fund
|
7.1
|
|
T. Rowe Price International Value Equity Fund
|
6.8
|
|
T. Rowe Price International Stock Fund
|
6.0
|
|
T. Rowe Price Real Assets Fund
|
5.6
|
|
T. Rowe Price New Income Fund
|
4.8
|
|
T. Rowe Price Mid-Cap Growth Fund
|
3.3
|
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Frank Russell Company "LSE" and S&P do not accept any liability for any errors or omissions in the indexes or data, and hereby expressly disclaim all warranties of originality, accuracy, completeness, timeliness, merchantability and fitness for a particular purpose. No party may rely on any indexes or data contained in this communication. Visit www.troweprice.com/en/us/market-data-disclosuresfor additional legal notices & disclaimers.
Target 2045 Fund
Investor Class(RPTFX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Annual Shareholder Report
May 31, 2024
Target 2045 Fund
Advisor Class(PAFFX)
This annual shareholder report contains important information about Target 2045 Fund (the "fund") for the period of June 1, 2023 to May 31, 2024. You can find the fund's prospectus, financial information on Form N-CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information at www.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1-800-638-5660 or [email protected]or contacting your intermediary.
What were the fund costs for the last year? (based on a hypothetical $10,000 investment)
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
|
Target 2045 Fund - Advisor Class
|
$95
|
0.86%
|
What drove fund performance during the past 12 months?
-
Global stock indexes were broadly positive, while fixed income markets were mixed for the 12 months ended May 31, 2024. Many central banks maintained tight monetary policies to combat inflation, and markets fluctuated amid shifting expectations for interest rate cuts as rates remained "higher for longer." Nevertheless, investor sentiment was elevated by resilient corporate earnings and enthusiasm around the profit potential from artificial intelligence developments.
-
Versus the style-specific S&P Target Date 2045 Index, structural composition contributed to performance for the trailing one-year period. Security selection within the underlying U.S. large-cap equity strategies also had a favorable impact. The fund's allocations to U.S. large-cap value and core equities each outpaced their respective benchmarks, which added value on a relative basis.
-
On the negative side, as global equity markets climbed, the fund's lower equity allocations relative to its benchmark weighed on results. Additionally, a leading detractor from relative performance was security selection among the emerging markets stock allocation, which trailed its benchmark. Selection among the U.S. small-cap growth stock allocation weighed as well, as it also trailed its benchmark and detracted on a relative basis.
-
The fund seeks the highest total return over time, consistent with an emphasis on both capital growth and income. The fund invests in a diversified portfolio of other T. Rowe Price stock and bond mutual funds that represent various asset classes and sectors. Its allocation among T. Rowe Price funds will change over time in relation to its target retirement date.
How has the fund performed?
Cumulative Returns of a Hypothetical $10,000 Investment as of May 31, 2024
|
Advisor Class
|
Regulatory Benchmark
|
Strategy Benchmark
|
|
|
2014
|
10,000
|
10,000
|
10,000
|
|
2014
|
10,288
|
10,470
|
10,249
|
|
2014
|
10,306
|
10,789
|
10,276
|
|
2015
|
10,575
|
11,096
|
10,536
|
|
2015
|
10,726
|
11,186
|
10,649
|
|
2015
|
10,058
|
10,507
|
9,981
|
|
2015
|
10,316
|
11,068
|
10,336
|
|
2016
|
9,611
|
10,226
|
9,625
|
|
2016
|
10,378
|
11,211
|
10,434
|
|
2016
|
10,802
|
11,709
|
10,835
|
|
2016
|
10,765
|
11,987
|
10,868
|
|
2017
|
11,467
|
12,915
|
11,572
|
|
2017
|
12,032
|
13,194
|
11,991
|
|
2017
|
12,443
|
13,590
|
12,329
|
|
2017
|
13,027
|
14,657
|
13,100
|
|
2018
|
13,238
|
15,010
|
13,296
|
|
2018
|
13,218
|
15,181
|
13,379
|
|
2018
|
13,544
|
16,342
|
13,854
|
|
2018
|
12,892
|
15,467
|
13,107
|
|
2019
|
13,351
|
15,768
|
13,456
|
|
2019
|
13,289
|
15,560
|
13,264
|
|
2019
|
13,933
|
16,556
|
13,830
|
|
2019
|
14,587
|
17,863
|
14,737
|
|
2020
|
14,085
|
16,856
|
13,918
|
|
2020
|
14,063
|
17,344
|
13,861
|
|
2020
|
15,817
|
20,106
|
15,543
|
|
2020
|
16,835
|
21,262
|
16,526
|
|
2021
|
18,058
|
22,811
|
17,669
|
|
2021
|
19,304
|
24,960
|
19,104
|
|
2021
|
20,050
|
26,749
|
19,793
|
|
2021
|
19,616
|
26,862
|
19,479
|
|
2022
|
18,675
|
25,615
|
18,939
|
|
2022
|
17,397
|
24,040
|
17,951
|
|
2022
|
16,511
|
23,197
|
17,034
|
|
2022
|
17,063
|
23,960
|
17,636
|
|
2023
|
16,984
|
23,547
|
17,759
|
|
2023
|
17,361
|
24,529
|
18,080
|
|
2023
|
18,358
|
26,620
|
19,140
|
|
2023
|
18,516
|
26,981
|
19,318
|
|
2024
|
20,188
|
30,282
|
21,040
|
|
2024
|
20,900
|
31,295
|
21,743
|
202405-3565004, 202407-3567455
F297-052 7/24
Average Annual Total Returns
|
1 Year
|
5 Years
|
10 Years
|
|
|
Target 2045 Fund (Advisor Class)
|
20.39%
|
9.48%
|
7.65%
|
|
Russell 3000 Index (Regulatory Benchmark)
|
27.58
|
15.00
|
12.09
|
|
S&P Target Date 2045 Index (Strategy Benchmark)
|
20.26
|
10.39
|
8.08
|
The preceding line graph shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The fund's performance information included in the line graph and table above is compared with a regulatory required index that represents an overall securities market (Regulatory Benchmark). In addition, the line graph and table may also include one or more indexes that more closely aligns to the fund's investment strategy (Strategy Benchmark(s)). Due to new SEC Rules on shareholder reporting the fund adopted a new broad-based securities market index, referred to as the Regulatory Benchmark. Market index returns do not include expenses, which are deducted from fund returns. The fund's total return figures reflect the reinvestment of dividends and capital gains, if any. Neither the fund's returns nor the index returns reflect the deduction of taxes that a shareholder would pay on fund distributions or redemptions of fund shares. The fund's past performance is not a good predictor of the fund's future performance.Updated performance information can be found at www.troweprice.com.
What are some fund statistics?
Fund Statistics
|
Total Net Assets (000s)
|
$436,875
|
|
Number of Portfolio Holdings
|
25
|
|
Investment Advisory Fees Paid (000s)
|
$1,894
|
|
Portfolio Turnover Rate
|
32.2%
|
What did the fund invest in?
Asset Allocation (as a % of Net Assets)
|
Domestic Equity Funds
|
62.5%
|
|
International Equity Funds
|
24.3
|
|
Domestic Bond Funds
|
8.1
|
|
International Bond Funds
|
3.4
|
|
Short-Term and Other
|
1.7
|
Top Ten Holdings(as a % of Net Assets)
|
T. Rowe Price Value Fund
|
14.0%
|
|
T. Rowe Price Growth Stock Fund
|
13.3
|
|
T. Rowe Price U.S. Large-Cap Core Fund
|
9.3
|
|
T. Rowe Price Equity Index 500 Fund
|
8.7
|
|
T. Rowe Price Overseas Stock Fund
|
7.1
|
|
T. Rowe Price International Value Equity Fund
|
6.8
|
|
T. Rowe Price International Stock Fund
|
6.0
|
|
T. Rowe Price Real Assets Fund
|
5.6
|
|
T. Rowe Price New Income Fund
|
4.8
|
|
T. Rowe Price Mid-Cap Growth Fund
|
3.3
|
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Frank Russell Company "LSE" and S&P do not accept any liability for any errors or omissions in the indexes or data, and hereby expressly disclaim all warranties of originality, accuracy, completeness, timeliness, merchantability and fitness for a particular purpose. No party may rely on any indexes or data contained in this communication. Visit www.troweprice.com/en/us/market-data-disclosuresfor additional legal notices & disclaimers.
Target 2045 Fund
Advisor Class(PAFFX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Annual Shareholder Report
May 31, 2024
Target 2045 Fund
I Class(TRFWX)
This annual shareholder report contains important information about Target 2045 Fund (the "fund") for the period of June 1, 2023 to May 31, 2024. You can find the fund's prospectus, financial information on Form N-CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information at www.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1-800-638-5660 or [email protected]or contacting your intermediary.
What were the fund costs for the last year? (based on a hypothetical $10,000 investment)
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment
|
|
|
Target 2045 Fund - I Class
|
$47
|
0.43%
|
What drove fund performance during the past 12 months?
-
Global stock indexes were broadly positive, while fixed income markets were mixed for the 12 months ended May 31, 2024. Many central banks maintained tight monetary policies to combat inflation, and markets fluctuated amid shifting expectations for interest rate cuts as rates remained "higher for longer." Nevertheless, investor sentiment was elevated by resilient corporate earnings and enthusiasm around the profit potential from artificial intelligence developments.
-
Versus the style-specific S&P Target Date 2045 Index, structural composition contributed to performance for the trailing one-year period. Security selection within the underlying U.S. large-cap equity strategies also had a favorable impact. The fund's allocations to U.S. large-cap value and core equities each outpaced their respective benchmarks, which added value on a relative basis.
-
On the negative side, as global equity markets climbed, the fund's lower equity allocations relative to its benchmark weighed on results. Additionally, a leading detractor from relative performance was security selection among the emerging markets stock allocation, which trailed its benchmark. Selection among the U.S. small-cap growth stock allocation weighed as well, as it also trailed its benchmark and detracted on a relative basis.
-
The fund seeks the highest total return over time, consistent with an emphasis on both capital growth and income. The fund invests in a diversified portfolio of other T. Rowe Price stock and bond mutual funds that represent various asset classes and sectors. Its allocation among T. Rowe Price funds will change over time in relation to its target retirement date.
How has the fund performed?
Cumulative Returns of a Hypothetical $500,000 Investment as of May 31, 2024
|
I Class
|
Regulatory Benchmark
|
Strategy Benchmark
|
|
|
2/26/16
|
500,000
|
500,000
|
500,000
|
|
2/29/16
|
497,615
|
496,422
|
497,512
|
|
5/31/16
|
538,168
|
544,231
|
539,350
|
|
8/31/16
|
560,115
|
568,440
|
560,054
|
|
11/30/16
|
559,160
|
581,943
|
561,807
|
|
2/28/17
|
595,996
|
626,947
|
598,179
|
|
5/31/17
|
626,267
|
640,512
|
619,816
|
|
8/31/17
|
647,606
|
659,747
|
637,328
|
|
11/30/17
|
678,870
|
711,555
|
677,156
|
|
2/28/18
|
690,307
|
728,662
|
687,281
|
|
5/31/18
|
690,307
|
736,982
|
691,588
|
|
8/31/18
|
708,271
|
793,335
|
716,154
|
|
11/30/18
|
674,397
|
750,879
|
677,535
|
|
2/28/19
|
699,625
|
765,454
|
695,585
|
|
5/31/19
|
696,915
|
755,379
|
685,625
|
|
8/31/19
|
731,056
|
803,727
|
714,912
|
|
11/30/19
|
766,281
|
867,195
|
761,778
|
|
2/29/20
|
741,073
|
818,289
|
719,447
|
|
5/31/20
|
740,506
|
841,972
|
716,505
|
|
8/31/20
|
833,494
|
976,058
|
803,461
|
|
11/30/20
|
888,493
|
1,032,167
|
854,230
|
|
2/28/21
|
953,784
|
1,107,368
|
913,363
|
|
5/31/21
|
1,020,993
|
1,211,696
|
987,534
|
|
8/31/21
|
1,061,319
|
1,298,577
|
1,023,111
|
|
11/30/21
|
1,039,695
|
1,304,032
|
1,006,926
|
|
2/28/22
|
990,877
|
1,243,505
|
978,987
|
|
5/31/22
|
924,131
|
1,167,058
|
927,898
|
|
8/31/22
|
878,015
|
1,126,100
|
880,497
|
|
11/30/22
|
907,748
|
1,163,163
|
911,613
|
|
2/28/23
|
904,731
|
1,143,118
|
918,003
|
|
5/31/23
|
925,997
|
1,190,804
|
934,600
|
|
8/31/23
|
980,770
|
1,292,283
|
989,361
|
|
11/30/23
|
989,792
|
1,309,822
|
998,586
|
|
2/29/24
|
1,080,560
|
1,470,073
|
1,087,588
|
|
5/31/24
|
1,119,792
|
1,519,264
|
1,123,949
|
202405-3565004, 202407-3567455
F467-052 7/24
Average Annual Total Returns
|
1 Year
|
5 Years
|
Since Inception 2/26/2016
|
|
|
Target 2045 Fund (I Class)
|
20.93%
|
9.95%
|
10.26%
|
|
Russell 3000 Index (Regulatory Benchmark)
|
27.58
|
15.00
|
14.41
|
|
S&P Target Date 2045 Index (Strategy Benchmark)
|
20.26
|
10.39
|
10.31
|
The preceding line graph shows the value of a hypothetical $500,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The fund's performance information included in the line graph and table above is compared with a regulatory required index that represents an overall securities market (Regulatory Benchmark). In addition, the line graph and table may also include one or more indexes that more closely aligns to the fund's investment strategy (Strategy Benchmark(s)). Due to new SEC Rules on shareholder reporting the fund adopted a new broad-based securities market index, referred to as the Regulatory Benchmark. Market index returns do not include expenses, which are deducted from fund returns. The fund's total return figures reflect the reinvestment of dividends and capital gains, if any. Neither the fund's returns nor the index returns reflect the deduction of taxes that a shareholder would pay on fund distributions or redemptions of fund shares. The fund's past performance is not a good predictor of the fund's future performance.Updated performance information can be found at www.troweprice.com.
What are some fund statistics?
Fund Statistics
|
Total Net Assets (000s)
|
$436,875
|
|
Number of Portfolio Holdings
|
25
|
|
Investment Advisory Fees Paid (000s)
|
$1,894
|
|
Portfolio Turnover Rate
|
32.2%
|
What did the fund invest in?
Asset Allocation (as a % of Net Assets)
|
Domestic Equity Funds
|
62.5%
|
|
International Equity Funds
|
24.3
|
|
Domestic Bond Funds
|
8.1
|
|
International Bond Funds
|
3.4
|
|
Short-Term and Other
|
1.7
|
Top Ten Holdings(as a % of Net Assets)
|
T. Rowe Price Value Fund
|
14.0%
|
|
T. Rowe Price Growth Stock Fund
|
13.3
|
|
T. Rowe Price U.S. Large-Cap Core Fund
|
9.3
|
|
T. Rowe Price Equity Index 500 Fund
|
8.7
|
|
T. Rowe Price Overseas Stock Fund
|
7.1
|
|
T. Rowe Price International Value Equity Fund
|
6.8
|
|
T. Rowe Price International Stock Fund
|
6.0
|
|
T. Rowe Price Real Assets Fund
|
5.6
|
|
T. Rowe Price New Income Fund
|
4.8
|
|
T. Rowe Price Mid-Cap Growth Fund
|
3.3
|
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Frank Russell Company "LSE" and S&P do not accept any liability for any errors or omissions in the indexes or data, and hereby expressly disclaim all warranties of originality, accuracy, completeness, timeliness, merchantability and fitness for a particular purpose. No party may rely on any indexes or data contained in this communication. Visit www.troweprice.com/en/us/market-data-disclosuresfor additional legal notices & disclaimers.
Target 2045 Fund
I Class(TRFWX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Item 1. (b) Notice pursuant to Rule 30e-3.
Not applicable.
Item 2. Code of Ethics.
The registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR,applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR.No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.
Item 3. Audit Committee Financial Expert.
The registrant's Board of Directors has determined that Mr. Paul F. McBride qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR.Mr. McBride is considered independent for purposes of Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) - (d) Aggregate fees billed for the last two fiscal years for professional services rendered to, or on behalf of, the registrant by the registrant's principal accountant were as follows:
| 2024 | 2023 | ||||||||||
|
Audit Fees |
$ | 14,377 | $ | 14,113 | |||||||
|
Audit-Related Fees |
- | - | |||||||||
|
Tax Fees |
- | - | |||||||||
|
All Other Fees |
- | - |
Audit fees include amounts related to the audit of the registrant's annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant's financial statements and specifically include the issuance of a report on internal controls and, if applicable, agreed-upon procedures related to fund acquisitions. Tax fees include amounts related to services for tax compliance, tax planning, and tax advice. The nature of these services specifically includes the review of distribution calculations and the preparation of Federal, state, and excise tax returns. All other fees include the registrant's pro-ratashare of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant's Board of Directors/Trustees.
(e)(1) The registrant's audit committee has adopted a policy whereby audit and non-auditservices performed by the registrant's principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approvalin advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approvalmay be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approvalfor audit or non-auditservices requiring fees of a de minimis amount is not permitted.
(2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01of Regulation S-X.
(f) Less than 50 percent of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.
(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant's principal accountant for non-auditservices rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $1,230,000 and $1,521,000, respectively.
(h) All non-auditservices rendered in (g) above were pre-approvedby the registrant's audit committee. Accordingly, these services were considered by the registrant's audit committee in maintaining the principal accountant's independence.
(i) Not applicable.
(j) Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Not applicable. The complete schedule of investments is included in Item 7 of this Form N-CSR.
(b) Not applicable.
Item 7. Financial Statements and Financial Highlights for Open-EndManagement Investment Companies.
(a - b) Report pursuant to Regulation S-X.
Financial
Highlights
Portfolio
of
Investments
Financial
Statements
and
Notes
Additional
Fund
Information
May
31,
2024
Financial
Statements
and
Other
Information
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
T.
ROWE
PRICE
RPTFX
Target
2045
Fund
-
.
PAFFX
Target
2045
Fund-
.
Advisor Class
TRFWX
Target
2045
Fund-
.
I Class
T.
ROWE
PRICE
Target
2045
Fund
Go
Paperless
Going
paperless
offers
a
host
of
benefits,
which
include:
Timely
delivery
of
important
documents
Convenient
access
to
your
documents
anytime,
anywhere
Strong
security
protocols
to
safeguard
sensitive
data
Waive
your
account
service
fee
by
going
paperless.*
To
Enroll:
˃
If
you
invest
directly
with
T.
Rowe
Price,
go
to
troweprice.com/paperless
.
If
you
invest
through
a
financial
intermediary
such
as
an
investment
advisor,
a
bank,
or
a
brokerage
firm,
please
contact
that
organization
and
ask
if
it
can
provide
electronic
documentation.
Log
in
to
your
account
at
troweprice.com
for
more
information.
*
An
account
service
fee
will
be
charged
annually
for
each
T.
Rowe
Price
mutual
fund
account
unless
you
meet
criteria
for
a
fee
waiver.
Go
to
troweprice.com/personal-investing/
help/fees-and-minimums.html
to
learn
more
about
this
account
service
fee,
including
other
ways
to
waive
it.
T.
ROWE
PRICE
Target
2045
Fund
Financial
Highlights
3
For
a
share
outstanding
throughout
each
period
Investor
Class
..
Year
..
..
Ended
.
5/31/24
5/31/23
5/31/22
5/31/21
5/31/20
NET
ASSET
VALUE
Beginning
of
period
$
14
.36
$
15
.20
$
17
.42
$
13
.03
$
12
.85
Investment
activities
Net
investment
income
(1)(2)
0
.23
0
.20
0
.15
0
.11
0
.22
Net
realized
and
unrealized
gain/loss
2
.71
(
0
.25
)
(
1
.75
)
4
.74
0
.59
Total
from
investment
activities
2
.94
(
0
.05
)
(3)
(
1
.60
)
4
.85
0
.81
Distributions
Net
investment
income
(
0
.24
)
(
0
.18
)
(
0
.14
)
(
0
.14
)
(
0
.23
)
Net
realized
gain
(
0
.23
)
(
0
.61
)
(
0
.48
)
(
0
.32
)
(
0
.40
)
Total
distributions
(
0
.47
)
(
0
.79
)
(
0
.62
)
(
0
.46
)
(
0
.63
)
NET
ASSET
VALUE
End
of
period
$
16
.83
$
14
.36
$
15
.20
$
17
.42
$
13
.03
Ratios/Supplemental
Data
Total
return
(2)(4)(5)
20
.70
%
0
.04
%
(
9
.64
)
%
37
.64
%
6
.03
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
payments
by
Price
Associates
(5)
0
.61
%
0
.61
%
0
.62
%
0
.70
%
0
.34
%
Net
expenses
after
payments
by
Price
Associates
(5)
0
.61
%
0
.61
%
0
.62
%
0
.70
%
0
.21
%
Weighted
average
net
expenses
of
underlying
Price
Funds
(6)
0
.00
%
0
.00
%
0
.00
%
0
.00
%
0
.50
%
Effective
net
expenses
0
.61
%
0
.61
%
0
.62
%
0
.70
%
0
.71
%
Net
investment
income
(5)
1
.46
%
1
.38
%
0
.89
%
0
.69
%
1
.67
%
Portfolio
turnover
rate
(5)
32
.2
%
29
.0
%
29
.2
%
20
.7
%
40
.7
%
Net
assets,
end
of
period
(in
thousands)
$106,936
$96,820
$109,120
$135,190
$101,305
0
%
0
%
0
%
0
%
0
%
T.
ROWE
PRICE
Target
2045
Fund
Financial
Highlights
4
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
Effective
April
15,
2020,
the
fund
began
charging
an
all-inclusive
management
fee
based
on
the
class'
average
daily
net
assets.
On
that
same
date,
the
fund
converted
its
investments
from
each
underlying
Price
Fund's
I
Class
to
its
Z
Class,
which
has
a
net
expense
ratio
of
less
than
0.01%.
(3)
The
amount
presented
is
inconsistent
with
the
fund's
results
of
operations
because
of
the
timing
of
redemptions
of
fund
shares
in
relation
to
fluctuating
market
values
for
the
investment
portfolio.
(4)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(5)
Reflects
the
activity
of
the
fund,
and
does
not
include
the
activity
of
the
underlying
Price
Funds.
However,
investment
performance
of
the
fund
is
directly
related
to
the
investment
performance
of
the
underlying
Price
Funds
in
which
it
invests.
(6)
Reflects
the
indirect
expense
impact
to
the
fund
from
its
investment
in
the
underlying
Price
Funds,
based
on
the
actual
expense
ratio
of
each
underlying
Price
Fund
weighted
for
the
fund's
relative
average
investment
therein.
T.
ROWE
PRICE
Target
2045
Fund
Financial
Highlights
5
For
a
share
outstanding
throughout
each
period
Advisor
Class
..
Year
..
..
Ended
.
5/31/24
5/31/23
5/31/22
5/31/21
5/31/20
NET
ASSET
VALUE
Beginning
of
period
$
14
.28
$
15
.11
$
17
.34
$
12
.99
$
12
.80
Investment
activities
Net
investment
income
(1)(2)
0
.18
0
.16
0
.13
0
.06
0
.17
Net
realized
and
unrealized
gain/loss
2
.70
(
0
.24
)
(
1
.77
)
4
.73
0
.61
Total
from
investment
activities
2
.88
(
0
.08
)
(3)
(
1
.64
)
4
.79
0
.78
Distributions
Net
investment
income
(
0
.20
)
(
0
.14
)
(
0
.11
)
(
0
.12
)
(
0
.19
)
Net
realized
gain
(
0
.23
)
(
0
.61
)
(
0
.48
)
(
0
.32
)
(
0
.40
)
Total
distributions
(
0
.43
)
(
0
.75
)
(
0
.59
)
(
0
.44
)
(
0
.59
)
NET
ASSET
VALUE
End
of
period
$
16
.73
$
14
.28
$
15
.11
$
17
.34
$
12
.99
Ratios/Supplemental
Data
Total
return
(2)(4)(5)
20
.39
%
(
0
.21
)
%
(
9
.88
)
%
37
.27
%
5
.83
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
payments
by
Price
Associates
(5)
0
.86
%
0
.86
%
0
.87
%
0
.95
%
0
.60
%
Net
expenses
after
payments
by
Price
Associates
(5)
0
.86
%
0
.86
%
0
.87
%
0
.95
%
0
.46
%
Weighted
average
net
expenses
of
underlying
Price
Funds
(6)
0
.00
%
0
.00
%
0
.00
%
0
.00
%
0
.50
%
Effective
net
expenses
0
.86
%
0
.86
%
0
.87
%
0
.95
%
0
.96
%
Net
investment
income
(5)
1
.13
%
1
.15
%
0
.73
%
0
.39
%
1
.31
%
Portfolio
turnover
rate
(5)
32
.2
%
29
.0
%
29
.2
%
20
.7
%
40
.7
%
Net
assets,
end
of
period
(in
thousands)
$7,688
$6,354
$5,496
$9,645
$5,896
0
%
0
%
0
%
0
%
0
%
T.
ROWE
PRICE
Target
2045
Fund
Financial
Highlights
6
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
Effective
April
15,
2020,
the
fund
began
charging
an
all-inclusive
management
fee
based
on
the
class'
average
daily
net
assets.
On
that
same
date,
the
fund
converted
its
investments
from
each
underlying
Price
Fund's
I
Class
to
its
Z
Class,
which
has
a
net
expense
ratio
of
less
than
0.01%.
(3)
The
amount
presented
is
inconsistent
with
the
fund's
results
of
operations
because
of
the
timing
of
redemptions
of
fund
shares
in
relation
to
fluctuating
market
values
for
the
investment
portfolio.
(4)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(5)
Reflects
the
activity
of
the
fund,
and
does
not
include
the
activity
of
the
underlying
Price
Funds.
However,
investment
performance
of
the
fund
is
directly
related
to
the
investment
performance
of
the
underlying
Price
Funds
in
which
it
invests.
(6)
Reflects
the
indirect
expense
impact
to
the
fund
from
its
investment
in
the
underlying
Price
Funds,
based
on
the
actual
expense
ratio
of
each
underlying
Price
Fund
weighted
for
the
fund's
relative
average
investment
therein.
T.
ROWE
PRICE
Target
2045
Fund
Financial
Highlights
7
For
a
share
outstanding
throughout
each
period
I
Class
..
Year
..
..
Ended
.
5/31/24
5/31/23
5/31/22
5/31/21
5/31/20
NET
ASSET
VALUE
Beginning
of
period
$
14
.37
$
15
.23
$
17
.47
$
13
.06
$
12
.86
Investment
activities
Net
investment
income
(1)(2)
0
.26
0
.23
0
.18
0
.14
0
.24
Net
realized
and
unrealized
gain/loss
2
.71
(
0
.26
)
(
1
.75
)
4
.75
0
.60
Total
from
investment
activities
2
.97
(
0
.03
)
(3)
(
1
.57
)
4
.89
0
.84
Distributions
Net
investment
income
(
0
.27
)
(
0
.22
)
(
0
.19
)
(
0
.16
)
(
0
.24
)
Net
realized
gain
(
0
.23
)
(
0
.61
)
(
0
.48
)
(
0
.32
)
(
0
.40
)
Total
distributions
(
0
.50
)
(
0
.83
)
(
0
.67
)
(
0
.48
)
(
0
.64
)
NET
ASSET
VALUE
End
of
period
$
16
.84
$
14
.37
$
15
.23
$
17
.47
$
13
.06
Ratios/Supplemental
Data
Total
return
(2)(4)(5)
20
.93
%
0
.20
%
(
9
.49
)
%
37
.88
%
6
.25
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
payments
by
Price
Associates
(5)
0
.43
%
0
.43
%
0
.44
%
0
.51
%
0
.18
%
Net
expenses
after
payments
by
Price
Associates
(5)
0
.43
%
0
.43
%
0
.44
%
0
.51
%
0
.08
%
Weighted
average
net
expenses
of
underlying
Price
Funds
(6)
0
.00
%
0
.00
%
0
.00
%
0
.00
%
0
.50
%
Effective
net
expenses
0
.43
%
0
.43
%
0
.44
%
0
.51
%
0
.58
%
Net
investment
income
(5)
1
.66
%
1
.61
%
1
.04
%
0
.87
%
1
.80
%
Portfolio
turnover
rate
(5)
32
.2
%
29
.0
%
29
.2
%
20
.7
%
40
.7
%
Net
assets,
end
of
period
(in
thousands)
$322,251
$248,119
$210,439
$151,191
$59,122
0
%
0
%
0
%
0
%
0
%
T.
ROWE
PRICE
Target
2045
Fund
Financial
Highlights
8
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
Effective
April
15,
2020,
the
fund
began
charging
an
all-inclusive
management
fee
based
on
the
class'
average
daily
net
assets.
On
that
same
date,
the
fund
converted
its
investments
from
each
underlying
Price
Fund's
I
Class
to
its
Z
Class,
which
has
a
net
expense
ratio
of
less
than
0.01%.
(3)
The
amount
presented
is
inconsistent
with
the
fund's
results
of
operations
because
of
the
timing
of
redemptions
of
fund
shares
in
relation
to
fluctuating
market
values
for
the
investment
portfolio.
(4)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(5)
Reflects
the
activity
of
the
fund,
and
does
not
include
the
activity
of
the
underlying
Price
Funds.
However,
investment
performance
of
the
fund
is
directly
related
to
the
investment
performance
of
the
underlying
Price
Funds
in
which
it
invests.
(6)
Reflects
the
indirect
expense
impact
to
the
fund
from
its
investment
in
the
underlying
Price
Funds,
based
on
the
actual
expense
ratio
of
each
underlying
Price
Fund
weighted
for
the
fund's
relative
average
investment
therein.
T.
ROWE
PRICE
Target
2045
Fund
May
31,
2024
9
Portfolio
of
Investments
(1)
(1)
$
Value
5/31/23
$
Purchase
Cost
(2)
$
Sales
Cost
(2)
Shares
$
Value
5/31/24
(Cost
and
value
in
$000s)
BOND
MUTUAL
FUNDS
11
.5
%
T.
Rowe
Price
Funds:
New
Income
Fund
15,069
8,508
2,185
2,678,959
21,003
U.S.
Treasury
Long-Term
Index
Fund
7,886
3,141
1,331
1,263,259
9,159
International
Bond
Fund
(USD
Hedged)
5,422
2,306
912
862,808
7,205
Dynamic
Global
Bond
Fund
3,497
2,122
704
633,686
4,930
High
Yield
Fund
1,906
1,417
330
535,530
3,117
Emerging
Markets
Bond
Fund
1,990
1,151
337
337,488
3,064
Floating
Rate
Fund
1,102
224
237
121,535
1,130
Limited
Duration
Inflation
Focused
Bond
Fund
19
990
43
210,729
980
Total
Bond
Mutual
Funds
(Cost
$
56,034
)
50,588
EQUITY
MUTUAL
FUNDS
86
.8
%
T.
Rowe
Price
Funds:
Value
Fund
48,743
8,560
7,587
1,303,782
61,226
Growth
Stock
Fund
52,588
8,448
16,591
585,779
58,098
U.S.
Large-Cap
Core
Fund
16,921
17,384
2,800
980,408
40,550
Equity
Index
500
Fund
31,077
9,459
10,054
274,377
38,158
Overseas
Stock
Fund
25,740
4,625
3,235
2,308,984
30,779
International
Value
Equity
Fund
21,902
5,996
3,021
1,671,695
29,673
International
Stock
Fund
21,569
4,516
2,705
1,317,353
26,228
Real
Assets
Fund
13,767
10,404
2,124
1,672,391
24,601
Mid-Cap
Growth
Fund
11,895
2,876
1,610
139,282
14,584
Mid-Cap
Value
Fund
10,845
2,476
1,933
399,812
13,709
Emerging
Markets
Discovery
Stock
Fund
9,593
1,676
1,599
788,544
10,953
Emerging
Markets
Stock
Fund
8,006
1,576
1,089
250,755
8,445
Small-Cap
Stock
Fund
7,643
1,713
2,093
141,509
8,391
Small-Cap
Value
Fund
6,482
1,285
759
151,556
8,049
New
Horizons
Fund (3)
4,937
941
665
103,554
5,737
Total
Equity
Mutual
Funds
(Cost
$
301,189
)
379,181
OTHER
MUTUAL
FUNDS
0
.0
%
T.
Rowe
Price
Funds:
Transition
Fund
47
19,557
19,560
434
43
Total
Other
Mutual
Funds
(Cost
$
43
)
43
T.
ROWE
PRICE
Target
2045
Fund
10
$
Value
5/31/23
$
Purchase
Cost
(2)
$
Sales
Cost
(2)
Shares
$
Value
5/31/24
(Cost
and
value
in
$000s)
SHORT-TERM
INVESTMENTS
1
.7
%
Money
Market
Funds
1.7%
T.
Rowe
Price
U.S.
Treasury
Money
Fund,
5.39% (4)
11,143
26,083
29,964
7,262,291
7,262
Total
Short-Term
Investments
(Cost
$
7,262
)
7,262
Total
Investments
in
Securities
100.0%
of
Net
Assets
(Cost
$364,528)
$
437,074
(1)
Each
underlying
Price
Fund
is
an
affiliated
company;
the
fund
is
invested
in
the Z
Class
of
each
underlying
Price
Fund,
except
for
the
Transition
Fund,
if
held,
which
is
a
single
class
fund.
Additional
information
about
each underlying
Price
Fund
is
available
by
calling
1-877-495-1138
and
at www.troweprice.com.
(2)
Purchase
cost
and
Sales
cost
for
affiliates
not
held
at
period
end
totaled
$676
and
$12,327,
respectively.
(3)
Non-income
producing
(4)
Seven-day
yield
T.
ROWE
PRICE
Target
2045
Fund
11
AFFILIATED
COMPANIES
($000s)
The
fund
may
invest
in
certain
securities
that
are
considered
affiliated
companies.
As
defined
by
the
1940
Act,
an
affiliated
company
is
one
in
which
the
fund
owns
5%
or
more
of
the
outstanding
voting
securities,
or
a
company
that
is
under
common
ownership
or
control.
The
following
securities
were
considered
affiliated
companies
for
all
or
some
portion
of
the
year
ended
May
31,
2024.
Net
realized
gain
(loss),
investment
income,
and
change
in
net
unrealized
gain/loss
reflect
all
activity
for
the
period
then
ended.
Affiliate
Net
Realized
Gain
(Loss)
Change
in
Net
Unrealized
Gain/Loss
Investment
Income
T.
Rowe
Price
Funds:
Dynamic
Global
Bond
Fund
$
(
46
)
$
15
$
59
Emerging
Markets
Bond
Fund
(
46
)
260
169
Emerging
Markets
Discovery
Stock
Fund
(
126
)
1,283
408
Emerging
Markets
Stock
Fund
(
90
)
(
48
)
215
Equity
Index
500
Fund
780
7,676
522
Floating
Rate
Fund
(
9
)
41
100
Growth
Stock
Fund
1,673
13,653
201
High
Yield
Fund
(
22
)
124
204
International
Bond
Fund
(USD
Hedged)
(
74
)
389
63
International
Stock
Fund
(
34
)
2,848
428
International
Value
Equity
Fund
67
4,796
870
Limited
Duration
Inflation
Focused
Bond
Fund
(
2
)
14
5
Mid-Cap
Growth
Fund
834
1,423
103
Mid-Cap
Value
Fund
768
2,321
227
New
Horizons
Fund
(
33
)
524
-
New
Income
Fund
(
165
)
(
389
)
853
Overseas
Stock
Fund
14
3,649
806
Real
Assets
Fund
(
35
)
2,554
523
Small-Cap
Stock
Fund
299
1,128
91
Small-Cap
Value
Fund
166
1,041
104
Transition
Fund
(
35
)
(
1
)
22
U.S.
Large-Cap
Core
Fund
233
9,045
326
U.S.
Treasury
Long-Term
Index
Fund
(
395
)
(
537
)
325
Value
Fund
1,060
11,510
1,073
U.S.
Treasury
Money
Fund,
5.39%
-
-
453
Affiliates
not
held
at
period
end
1,220
(
8
)
57
Totals
$
6,002
#
$
63,311
$
8,207
+
T.
ROWE
PRICE
Target
2045
Fund
12
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$4,775
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$8,207
of
income
distributions
from
underlying
Price
Funds.
T.
ROWE
PRICE
Target
2045
Fund
May
31,
2024
Statement
of
Assets
and
Liabilities
13
($000s,
except
shares
and
per
share
amounts)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Assets
Investments
in
securities,
at
value
(cost
$364,528)
$
437,074
Receivable
for
shares
sold
1,093
Total
assets
438,167
Liabilities
Payable
for
investment
securities
purchased
735
Payable
for
shares
redeemed
358
Investment
management
and
administrative
fees
payable
184
Other
liabilities
15
Total
liabilities
1,292
NET
ASSETS
$
436,875
Net
Assets
Consist
of:
Total
distributable
earnings
(loss)
$
63,000
Paid-in
capital
applicable
to
25,946,042
shares
of
$0.0001
par
value
capital
stock
outstanding;
30,000,000,000
shares
of
the
Corporation
authorized
373,875
NET
ASSETS
$
436,875
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$106,936;
Shares
outstanding:
6,352,428)
$
16.83
Advisor
Class
(Net
assets:
$7,688;
Shares
outstanding:
459,386)
$
16.73
I
Class
(Net
assets:
$322,251;
Shares
outstanding:
19,134,228)
$
16.84
T.
ROWE
PRICE
Target
2045
Fund
Statement
of
Operations
14
($000s)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Year
Ended
5/31/24
Investment
Income
(Loss)
Income
distributions
from
underlying
Price
Funds
$
8,207
Expenses
Investment
management
and
administrative
expense
1,894
Rule
12b-1
fees
Advisor
Class
17
Miscellaneous
1
Total
expenses
1,912
Net
investment
income
6,295
Realized
and
Unrealized
Gain
/
Loss
-
Net
realized
gain
(loss)
Sales
of
underlying
Price
Funds
1,227
Capital
gain
distributions
from
underlying
Price
Funds
4,775
Net
realized
gain
6,002
Change
in
net
unrealized
gain
/
loss
on
underlying
Price
Funds
63,311
Net
realized
and
unrealized
gain
/
loss
69,313
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
75,608
T.
ROWE
PRICE
Target
2045
Fund
Statement
of
Changes
in
Net
Assets
15
($000s)
Year
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Ended
.
.
.
.
.
.
.
.
.
.
.
.
.
.
5/31/24
5/31/23
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
6,295
$
5,043
Net
realized
gain
6,002
1,289
Change
in
net
unrealized
gain
/
loss
63,311
(
5,387
)
Increase
in
net
assets
from
operations
75,608
945
Distributions
to
shareholders
Net
earnings
Investor
Class
(
3,070
)
(
5,325
)
Advisor
Class
(
178
)
(
291
)
I
Class
(
9,045
)
(
13,079
)
Decrease
in
net
assets
from
distributions
(
12,293
)
(
18,695
)
Capital
share
transactions
*
Shares
sold
Investor
Class
22,319
20,905
Advisor
Class
1,212
1,621
I
Class
60,670
66,079
Distributions
reinvested
Investor
Class
3,065
5,319
Advisor
Class
178
291
I
Class
8,960
12,942
Shares
redeemed
Investor
Class
(
31,959
)
(
32,631
)
Advisor
Class
(
1,158
)
(
761
)
I
Class
(
41,020
)
(
29,777
)
Increase
in
net
assets
from
capital
share
transactions
22,267
43,988
T.
ROWE
PRICE
Target
2045
Fund
Statement
of
Changes
in
Net
Assets
16
($000s)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Year
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Ended
.
.
.
.
.
.
.
.
.
.
.
.
.
.
5/31/24
5/31/23
Net
Assets
Increase
during
period
85,582
26,238
Beginning
of
period
351,293
325,055
End
of
period
$
436,875
$
351,293
*Share
information
(000s)
Shares
sold
Investor
Class
1,431
1,463
Advisor
Class
78
113
I
Class
3,932
4,602
Distributions
reinvested
Investor
Class
197
394
Advisor
Class
12
22
I
Class
577
960
Shares
redeemed
Investor
Class
(
2,020
)
(
2,291
)
Advisor
Class
(
76
)
(
54
)
I
Class
(
2,646
)
(
2,109
)
Increase
in
shares
outstanding
1,485
3,100
T.
ROWE
PRICE
Target
2045
Fund
NOTES
TO
FINANCIAL
STATEMENTS
17
T.
Rowe
Price
Retirement
Funds,
Inc.
(the
corporation)
is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act). T.
Rowe
Price Target
2045
Fund
(the
fund)
is
a
diversified,
open-end
management
investment
company
and
is
one
of
the
portfolios
established
by
the
corporation. The
fund
invests
in
a
portfolio
of
other
T.
Rowe
Price
stock
and
bond
funds
(underlying
Price
Funds)
that
represent
various
asset
classes
and
sectors. The
fund's
allocation
among
underlying
Price
Funds
will
change,
and
its
asset
mix
will
become
more
conservative
over
time.
The
fund
seeks
the
highest
total
return
over
time
consistent
with
an
emphasis
on
both
capital
growth
and
income.
The
fund
has
three classes
of
shares: the
Target
2045
Fund
(Investor
Class),
the
Target
2045
Fund-Advisor
Class
(Advisor
Class)
and
the
Target
2045
Fund-I
Class
(I
Class).
Advisor
Class
shares
are
sold
only
through
various
brokers
and
other
financial
intermediaries
that
are
compensated
by
the
class
for
distribution,
shareholder
servicing,
and/or
certain
administrative
services
under
a
Board-approved
Rule
12b-1
plan;
the
Investor
and
I
Classes
do
not
pay
Rule
12b-1
fees.
I
Class
shares
require
a
$500,000
initial
investment
minimum,
although
the
minimum
generally
is
waived
or
reduced
for
financial
intermediaries,
eligible
retirement
plans,
and
certain
other
accounts. Each
class
has
exclusive
voting
rights
on
matters
related
solely
to
that
class;
separate
voting
rights
on
matters
that
relate
to
all
classes;
and,
in
all
other
respects,
the
same
rights
and
obligations
as
the
other
classes.
NOTE
1
-
SIGNIFICANT
ACCOUNTING
POLICIES
Basis
of
Preparation
The fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
in
the
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946
(ASC
946).
The
accompanying
financial
statements
were
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(GAAP),
including,
but
not
limited
to,
ASC
946.
GAAP
requires
the
use
of
estimates
made
by
management.
Management
believes
that
estimates
and
valuations
of
the
underlying
Price
Funds
are
appropriate;
however,
actual
results
may
differ
from
those
estimates,
and
the
valuations
reflected
in
the
accompanying
financial
statements
may
differ
from
the
value
ultimately
realized
upon
sale
of
the
underlying
Price
Funds.
T.
ROWE
PRICE
Target
2045
Fund
18
Investment
Transactions,
Investment
Income,
and
Distributions
Investment
transactions are
accounted
for
on
the
trade
date
basis.
Income
and
expenses
are
recorded
on
the
accrual
basis.
Realized
gains
and
losses are
reported
on
the
identified
cost
basis.
Income
tax-related
interest
and
penalties,
if
incurred,
are
recorded
as
income
tax
expense.
Dividends
received
from
underlying
Price
Fund
investments
are
reflected
as income;
capital
gain
distributions
are
reflected
as
realized
gain/loss.
Income
and
capital
gain
distributions
from
the
underlying
Price
Funds
are
recorded
on
the
ex-dividend
date.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Income
distributions,
if
any,
are
declared
and
paid
by
each
class
annually.
A
capital
gain
distribution,
if
any, may
also
be
declared
and
paid
by the
fund
annually.
Class
Accounting
Investment
management
and
administrative
expenses
incurred
by
each
class
are
charged
directly
to
the
class
to
which
they
relate.
Expenses
common
to
all
classes,
investment
income,
and
realized
and
unrealized
gains
and
losses
are
allocated
to
the
classes
based
upon
the
relative
daily
net
assets
of
each
class.
The
Advisor
Class
pays
Rule
12b-1
fees
in
an
amount
not
exceeding
0.25%
of
the
class's
average
daily
net
assets.
Capital
Transactions
Each
investor's
interest
in
the
net
assets
of the
fund
is
represented
by
fund
shares. The
fund's
net
asset
value
(NAV)
per
share
is
computed
at
the
close
of
the
New
York
Stock
Exchange
(NYSE),
normally
4
p.m.
ET,
each
day
the
NYSE
is
open
for
business.
However,
the
NAV
per
share
may
be
calculated
at
a
time
other
than
the
normal
close
of
the
NYSE
if
trading
on
the
NYSE
is
restricted,
if
the
NYSE
closes
earlier,
or
as
may
be
permitted
by
the
SEC.
Purchases
and
redemptions
of
fund
shares
are
transacted
at
the
next-computed
NAV
per
share,
after
receipt
of
the
transaction
order
by
T.
Rowe
Price
Associates,
Inc.,
or
its
agents.
Indemnification
In
the
normal
course
of
business,
the fund
may
provide
indemnification
in
connection
with
its
officers
and
directors,
service
providers
and/or
private
company
investments. The
fund's
maximum
exposure
under
these
arrangements
is
unknown;
however,
the
risk
of
material
loss
is
currently
considered
to
be
remote.
NOTE
2
-
VALUATION
The fund's
financial
instruments
are
valued
at
the
close
of
the
NYSE
and
are
reported
at
fair
value,
which
GAAP
defines
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date.
Investments
in
the
T.
ROWE
PRICE
Target
2045
Fund
19
underlying
Price
Funds
are
valued
at
their
closing
NAV
per
share
on
the
day
of
valuation. Assets
and
liabilities
other
than
financial
instruments,
including
short-term
receivables
and
payables,
are
carried
at
cost,
or
estimated
realizable
value,
if
less,
which
approximates
fair
value.
The fund's
Board
of
Directors
(the
Board) has
designated
T.
Rowe
Price
Associates,
Inc.
as
the fund's
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
Valuation
Designee
performs
the
following
functions
in
performing
fair
value
determinations:
assesses
and
manages
valuation
risks;
establishes
and
applies
fair
value
methodologies;
tests
methodologies;
and
evaluates
pricing
vendors
and
pricing
agents.
The
duties
and
responsibilities
of
the
Valuation
Designee
are
performed
by
its
Valuation
Committee.
The
Valuation Designee
provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
Level
1 - quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
Level
2 - inputs
other
than
Level
1
quoted
prices
that
are
observable,
either
directly
or
indirectly
(including,
but
not
limited
to,
quoted
prices
for
similar
financial
instruments
in
active
markets,
quoted
prices
for
identical
or
similar
financial
instruments
in
inactive
markets,
interest
rates
and
yield
curves,
implied
volatilities,
and
credit
spreads)
Level
3 - unobservable
inputs
(including
the
Valuation Designee's
assumptions
in
determining
fair
value)
Observable
inputs
are
developed
using
market
data,
such
as
publicly
available
information
about
actual
events
or
transactions,
and
reflect
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
Unobservable
inputs
are
those
for
which
market
data
are
not
available
and
are
developed
using
the
best
information
available
about
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
GAAP
requires
valuation
techniques
to
maximize
the
use
of
relevant
observable
inputs
and
minimize
the
use
of
unobservable
inputs.
When
multiple
inputs
are
used
to
derive
fair
value,
the
financial
instrument
is
assigned
to
the
level
within
the
fair
value
hierarchy
based
on
the
lowest-level
input
that
is
significant
to
the
fair
value
of
the
financial
instrument.
Input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level
but
rather
the
degree
of
T.
ROWE
PRICE
Target
2045
Fund
20
judgment
used
in
determining
those
values.
On
May
31,
2024,
all
of
the
fund's
financial
instruments
were
classified
as
Level
1,
based
on
the
inputs
used
to
determine
their
fair
values.
NOTE
3
-
INVESTMENTS
IN
UNDERLYING
PRICE
FUNDS
Purchases
and
sales
of
the
underlying
Price
Funds
other
than
in-kind
transactions,
if
any,
during
the
year
ended
May
31,
2024,
aggregated
$148,110,000
and
$126,711,000,
respectively.
NOTE
4
-
FEDERAL
INCOME
TAXES
Generally,
no
provision
for
federal
income
taxes
is
required
since
the
fund
intends
to continue
to
qualify
as
a
regulated
investment
company
under
Subchapter
M
of
the
Internal
Revenue
Code
and
distribute
to
shareholders
all
of
its taxable
income
and
gains.
Distributions
determined
in
accordance
with
federal
income
tax
regulations
may
differ
in
amount
or
character
from
net
investment
income
and
realized
gains
for
financial
reporting
purposes.
The
fund
files
U.S.
federal,
state,
and
local
tax
returns
as
required.
The
fund's
tax
returns
are
subject
to
examination
by
the
relevant
tax
authorities
until
expiration
of
the
applicable
statute
of
limitations,
which
is
generally
three
years
after
the
filing
of
the
tax
return
but
which
can
be
extended
to
six
years
in
certain
circumstances.
Tax
returns
for
open
years
have
incorporated
no
uncertain
tax
positions
that
require
a
provision
for
income
taxes.
Capital
accounts
within
the
financial
reporting
records
are
adjusted
for
permanent
book/tax
differences
to
reflect
tax
character
but
are
not
adjusted
for
temporary
differences.
The
permanent
book/tax
adjustments,
if
any,
have
no
impact
on
results
of
operations
or
net
assets.
The
permanent
book/tax
adjustments
relate
primarily
to
the
character
of
distributions
from
the
underlying
Price
Funds.
T.
ROWE
PRICE
Target
2045
Fund
21
The
tax
character
of
distributions
paid
for
the
periods
presented
was
as
follows:
At
May
31,
2024,
the
tax-basis
cost
of
investments
(including
derivatives,
if
any)
and
gross
unrealized
appreciation
and
depreciation
were as
follows:
At
May
31,
2024,
the
tax-basis
components
of
accumulated
net
earnings
(loss)
were
as
follows:
Temporary
differences
between
book-basis
and
tax-basis
components
of
total
distributable
earnings
(loss)
arise
when
certain
items
of
income,
gain,
or
loss
are
recognized
in
different
periods
for
financial
statement
purposes
versus
for
tax
purposes;
these
differences
will
reverse
in
a
subsequent
reporting
period.
The
temporary
differences
relate
primarily
to
the
deferral
of
losses
from
wash
sales.
($000s)
May
31,
2024
May
31,
2023
Ordinary
income
(including
short-term
capital
gains,
if
any)
$
6,532
$
5,866
Long-term
capital
gain
5,761
12,829
Total
distributions
$
12,293
$
18,695
($000s)
Cost
of
investments
$
378,095
Unrealized
appreciation
$
79,348
Unrealized
depreciation
(20,369)
Net
unrealized
appreciation
(depreciation)
$
58,979
($000s)
Undistributed
ordinary
income
$
494
Undistributed
long-term
capital
gain
3,527
Net
unrealized
appreciation
(depreciation)
58,979
Total
distributable
earnings
(loss)
$
63,000
T.
ROWE
PRICE
Target
2045
Fund
22
NOTE
5
-
RELATED
PARTY
TRANSACTIONS
The
fund
is
managed
by
T.
Rowe
Price
Associates,
Inc.
(Price
Associates),
a
wholly
owned
subsidiary
of
T.
Rowe
Price
Group,
Inc.
Price
Associates,
directly
or
through
sub-advisory
agreements
with
its
wholly
owned
subsidiaries,
also
provides
investment
management
services
to
all
the
underlying
Price
Funds.
Certain
officers
and
directors
of
the
fund
are
also
officers
and
directors
of
Price
Associates
and
its
subsidiaries
and
the
underlying
Price
Funds.
The
fund
operates
in
accordance
with
an
amended
investment
management
agreement
(amended
management
agreement),
between
the
corporation,
on
behalf
of
the
fund,
and
Price
Associates.
Under
the
amended
management
agreement,
the
fund
pays
an
all-inclusive
annual
fee
that
is
based
on
a
predetermined
fee
schedule
that ranges
from
0.64%
to
0.45%
for
the
Investor
Class
and
Advisor
Class
and
0.46%
to
0.30%
for
the
I
Class,
generally
declining
as
the
fund
reduces
its
overall
stock
exposure
along
its
investment
glide
path.
The
all-inclusive
management
fee
covers
investment
management
services
and
all
of
the
fund's
operating
expenses
except
for
interest
expense;
expenses
related
to
borrowings,
taxes,
and
brokerage;
nonrecurring,
extraordinary
expenses;
acquired
fund
fees
and
expenses;
and
any
12b-1
fees
applicable
to
a
class.
Differences
in
the
all-inclusive
fees
between
certain
classes
relate
to
differences
in
expected
shareholder
servicing
expenses.
At
May
31,
2024,
the
effective
all-inclusive
management
fee
rate
was
0.61% for
the
Investor
Class
and
Advisor
Class
and
0.43% for
the
I
Class.
In
addition,
the fund
has entered
into
service
agreements
with
Price
Associates
and
two
wholly
owned
subsidiaries
of
Price
Associates,
each
an
affiliate
of
the
fund
(collectively,
Price).
Price
Associates
provides
certain
accounting
and
administrative
services
to
the
fund.
T.
Rowe
Price
Services,
Inc.
provides
shareholder
and
administrative
services
in
its
capacity
as
the fund's
transfer
and
dividend-disbursing
agent.
T.
Rowe
Price
Retirement
Plan
Services,
Inc.
provides
subaccounting
and
recordkeeping
services
for
certain
retirement
accounts
invested
in
the
fund.
Pursuant
to
the
all-inclusive
fee
arrangement
under
the
investment
management
and
administrative
agreement,
expenses
incurred
by
the
fund
pursuant
to
these
service
agreements
are
paid
by
Price
Associates.
T.
Rowe
Price
Investment
Services,
Inc.
(Investment
Services)
serves
as
distributor
to
the
fund.
Pursuant
to
an
underwriting
agreement,
no
compensation
for
any
distribution
services
provided
is
paid
to
Investment
Services
by
the
fund
(except
for
12b-1
fees
under
a
Board-approved
Rule
12b-1
plan).
T.
ROWE
PRICE
Target
2045
Fund
23
The
fund
may
invest
in
the
T.
Rowe
Price
Transition
Fund
(Transition
Fund)
to
facilitate
the fund's
transition
between
the
various
underlying
Price
Funds
as
the
fund
rebalances
its
allocation
to
the
underlying
Price
Funds.
There
is
no
specific
neutral
allocation
to
the
Transition
Fund.
In
addition,
the
fund
may
also
maintain
a
small
position
in
the
Transition
Fund
when
it
is
not
actively
involved
in
a
transition.
The
fund
does
not
invest
in
the
underlying
Price
Funds
for
the
purpose
of
exercising
management
or
control;
however,
investments
by
the
fund
may
represent
a
significant
portion
of
an
underlying
Price
Fund's
net
assets.
At
May
31,
2024,
the
fund
held
less
than
25%
of
the
outstanding
shares
of
any
underlying
Price
Fund.
NOTE
6
-
OTHER
MATTERS
Unpredictable
environmental,
political,
social
and
economic
events,
including
but
not
limited
to,
environmental
or
natural
disasters,
war
and
conflict
(including
Russia's
military
invasion
of
Ukraine
and
the
conflict
in
Israel,
Gaza
and
surrounding
areas),
terrorism,
geopolitical
developments
(including
trading
and
tariff
arrangements,
sanctions
and
cybersecurity
attacks),
and
public
health
epidemics
(including
the
global
outbreak
of
COVID-19)
and
similar
public
health
threats,
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
a
fund
invests.
The
extent
and
duration
of
such
events
and
resulting
market
disruptions
cannot
be
predicted.
These
and
other
similar
events
may
cause
instability
across
global
markets,
including
reduced
liquidity
and
disruptions
in
trading
markets,
while
some
events
may
affect
certain
geographic
regions,
countries,
sectors,
and
industries
more
significantly
than
others,
and
exacerbate
other
pre-existing
political,
social,
and
economic
risks.
The
fund's
performance
could
be
negatively
impacted
if
the
value
of
a
portfolio
holding
were
harmed
by
these
or
such
events.
Management
actively
monitors
the
risks
and
financial
impacts
arising
from
such
events.
T.
ROWE
PRICE
Target
2045
Fund
24
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
To
the
Board
of
Directors
of
T.
Rowe
Price
Retirement
Funds,
Inc.
and
Shareholders
of
T.
Rowe
Price
Target
2045
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities,
including
the
portfolio
of
investments,
of
T.
Rowe
Price
Target
2045
Fund
(one
of
the
funds
constituting
T.
Rowe
Price
Retirement
Funds,
Inc.,
referred
to
hereafter
as
the
"Fund")
as
of
May
31,
2024,
the
related
statement
of
operations
for
the
year
ended
May
31,
2024,
the
statement
of
changes
in
net
assets
for
each
of
the
two
years
in
the
period
ended
May
31,
2024,
including
the
related
notes,
and
the
financial
highlights
for
each
of
the
five
years
in
the
period
ended
May
31,
2024
(collectively
referred
to
as
the
"financial
statements").
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
May
31,
2024,
the
results
of
its
operations
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
two
years
in
the
period
ended
May
31,
2024
and
the
financial
highlights
for
each
of
the
five
years
in
the
period
ended
May
31,
2024,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund's
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund's
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(PCAOB)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
of
these
financial
statements
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
T.
ROWE
PRICE
Target
2045
Fund
25
Our
audits
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
May
31,
2024
by
correspondence
with
the
transfer
agent.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
/s/
PricewaterhouseCoopers
LLP
Baltimore,
Maryland
July
18,
2024
We
have
served
as
the
auditor
of
one
or
more
investment
companies
in
the
T.
Rowe
Price
group
of
investment
companies
since
1973.
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
(continued)
T.
ROWE
PRICE
Target
2045
Fund
26
TAX
INFORMATION
(UNAUDITED)
FOR
THE
TAX
YEAR
ENDED 5/31/24
We
are
providing
this
information
as
required
by
the
Internal
Revenue
Code.
The
amounts
shown
may
differ
from
those
elsewhere
in
this
report
because
of
differences
between
tax
and
financial
reporting
requirements.
The
fund's
distributions
to
shareholders
included
$5,761,000
from
long-term
capital
gains,
subject
to
a
long-term
capital
gains
tax
rate
of
not
greater
than
20%.
For
taxable
non-corporate
shareholders,
$5,426,000
of
the
fund's
income
represents
qualified
dividend
income
subject
to
a
long-term
capital
gains
tax
rate
of
not
greater
than
20%.
For
corporate
shareholders,
$2,807,000
of
the
fund's
income
qualifies
for
the
dividends-received
deduction.
The
fund
will
pass
through
foreign
source
income
of
$2,112,000
and
foreign
taxes
paid
of
$202,000.
For
individuals
and
certain
trusts
and
estates
which
are
entitled
to
claim
a
deduction
of
up
to
20%
of
their
combined
qualified
real
estate
investment
trust
(REIT)
dividends,
$94,000
of
the
fund's
income
qualifies
as
qualified
real
estate
investment
trust
(REIT)
dividends.
T.
ROWE
PRICE
Target
2045
Fund
27
Approvals
of
Investment
Management
Agreements
Each year,
the
Board
of
Directors
(Board)
of
the
T.
Rowe
Price
Target
Funds
considers
the
continuation
of
the
investment
management
agreement
(Advisory
Contract)
between
each
T.
Rowe
Price
Target
Fund
and
its
investment
adviser,
T.
Rowe
Price
Associates,
Inc.
(Adviser).
In
that
regard,
at
a
meeting
held
on
March
11-12,
2024
(Meeting),
the
Board,
including
all
of
the
funds'
independent
directors
present
in
person
at
the
Meeting,
approved
the
continuation
of
the
funds'
Advisory
Contracts.
At
the
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
Adviser
and
the
approval
of
the
Advisory
Contracts.
The
independent
directors
were
assisted
in
their
evaluation
of
the
Advisory
Contracts
by
independent
legal
counsel
from
whom
they
received
separate
legal
advice
and
with
whom
they
met
separately.
In
providing
information
to
the
Board,
the
Adviser
was
guided
by
a
detailed
set
of
requests
for
information
submitted
by
independent
legal
counsel
on
behalf
of
the
independent
directors.
In
considering
and
approving
the
continuation
of
the
Advisory
Contracts,
the
Board
considered
the
information
it
believed
was
relevant,
including,
but
not
limited
to,
the
information
discussed
below.
The
Board
considered
not
only
the
specific
information
presented
in
connection
with
the
Meeting
but
also
the
knowledge
gained
over
time
through
interaction
with
the
Adviser
about
various
topics.
The
Board
meets
regularly
and,
at
each
of
its
meetings,
covers
an
extensive
agenda
of
topics
and
materials
and
considers
factors
that
are
relevant
to
its
annual
consideration
of
the
renewal
of
the
T.
Rowe
Price
funds'
advisory
contracts,
including
performance
and
the
services
and
support
provided
to
the
funds
and
their shareholders.
Services
Provided
by
the
Adviser
The Board
considered
the
nature,
quality,
and
extent
of
the
services
provided
to
the
funds
by
the
Adviser.
These
services
included,
but
were
not
limited
to,
directing
the
funds'
investments
in
accordance
with
their
investment
programs
and
the
overall
management
of
the
funds'
portfolios,
as
well
as
a
variety
of
related
activities
such
as
financial,
investment
operations,
and
administrative
services;
compliance;
maintaining
the
funds'
records
and
registrations;
and
shareholder
communications.
The
Board
also
reviewed
the
background
and
experience
of
the
Adviser's
senior
management
team
and
investment
personnel
involved
in
the
management
of
the
funds,
as
well
as
the
Adviser's
compliance
record.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
nature,
quality,
and
extent
of
the
services
provided
by
the
Adviser,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board's
approval
of
the
continuation
of
the
Advisory
Contracts.
T.
ROWE
PRICE
Target
2045
Fund
28
Investment
Performance
of
the
Funds
The
Board
took
into
account
discussions
with
the
Adviser
and
detailed
reports
that
it
regularly
receives
throughout
the
year
on
relative
and
absolute
performance
for
the
T.
Rowe
Price
funds.
In
connection
with
the
Meeting,
the
Board
reviewed
information
provided
by
the
Adviser
that
compared
each
fund's
total
returns,
as
well
as
a
wide
variety
of
other
previously
agreed-upon
performance
measures
and
market
data,
against
relevant
benchmark
indexes
and
peer
groups
of
funds
with
similar
investment
programs
for
various
periods
through
December
31,
2023.
Additionally,
the
Board
reviewed
each
fund's
relative
performance
information
as
of
September
30,
2023,
which
ranked
the
returns
of
the
fund's
Investor
Class
for
various
periods
against
a
universe
of
funds
with
similar
investment
programs
selected
by
Broadridge,
an
independent
provider
of
mutual
fund
data.
In
the
course
of
its
deliberations,
the
Board
considered
performance
information
provided
throughout
the
year
and
in
connection
with
the
Advisory
Contracts'
review
at
the
Meeting,
as
well
as
information
provided
during
investment
review
meetings
conducted
with
portfolio
managers
and
senior
investment
personnel
during
the
course
of
the
year
regarding
the
funds'
performance.
The
Board
also
considered
relevant
factors,
such
as
overall
market
conditions
and
trends
that
could
adversely
impact
each
fund's
performance,
the
length
of
each
fund's
performance
track
record,
and
how
closely
each
fund's
strategies
align
with
its
benchmarks
and
peer
groups.
With
respect
to
the
Target
2040
Fund,
the
Board
noted
that,
as
of
December
31,
2023,
the
fund
lagged
its
benchmark
for
certain
performance
periods
and
the
fund's
total
returns
ranked
in
the
fourth
quartile
for
certain
periods
when
compared
with
performance
peer
groups
selected
by
third-party
data
providers.
The
Adviser
provided
the
Board
with
information
addressing
the
Target
2040
Fund's
performance
relative
to
its
benchmarks
and
performance
peers
during
the
applicable
periods
and
the
primary
reasons
for
such
results.
The
Board
considered
the
Adviser's
responses
relating
to
the
Target
2040
Fund's
performance
during
certain
of
the
evaluated
periods
and
noted
that
it
will
continue
to
monitor
the
fund's
performance.
The
Board
concluded
that
the
information
it
considered
with
respect
to
each
Target
Fund's
performance,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board's
approval
of
the
continuation
of
the
Advisory
Contracts.
Costs,
Benefits,
Profits,
and
Economies
of
Scale
The
Board
reviewed
detailed
information
regarding
the
revenues
received
by
the
Adviser
under
the
Advisory
Contracts
and
other
direct
and
indirect
benefits
that
the
Adviser
(and
its
affiliates)
may
have
realized
from
its
relationship
with
the
funds.
In
considering
soft-dollar
arrangements
pursuant
to
which
research
may
be
received
from
broker-dealers
that
execute
the
funds'
portfolio
transactions,
the
Board
noted
that
during
2023
the
Adviser
paid
the
costs
of
research
services
for
Approvals
of
Investment
Management
Agreements
(CONTINUED)
T.
ROWE
PRICE
Target
2045
Fund
29
all
client
accounts
that
it
advises,
including
the
T.
Rowe
Price
funds.
However,
effective
January
1,
2024,
the
Adviser
will
begin
using
brokerage
commissions
in
connection
with
certain
T.
Rowe
Price
funds'
securities
transactions
to
pay
for
research
when
permissible.
The
Board
received
information
on
the
estimated
costs
incurred
and
profits
realized
by
the
Adviser
from
managing
the
T.
Rowe
Price
funds.
The
Board
also
reviewed
estimates
of
the
profits
realized
from
managing
the
Target
2020
Fund,
Target
2025
Fund,
Target
2030
Fund,
Target
2035
Fund,
Target
2040
Fund,
and
Target
2045
Fund
in
particular,
and
the
Board
concluded
that
the
Adviser's
profits
were
reasonable
in
light
of
the
services
provided
to
those
funds.
While
the
Board
did
not
review
information
regarding
profits
realized
from
managing
the
Target
2005
Fund,
Target
2010
Fund,
Target
2015
Fund,
Target
2050
Fund,
Target
2055
Fund,
Target
2060
Fund,
or
Target
2065
Fund
in
particular
because
those
funds
had
either
not
achieved
sufficient
portfolio
asset
size
or
not
recognized
sufficient
revenues
to
produce
meaningful
profit
margin
percentages,
the
Board
concluded
that
the
Adviser's
profits
were
reasonable
in
light
of
the
overall
services
provided
to
the
T.
Rowe
Price
funds.
The
Board
also
considered
whether
the
funds
benefit
under
the
fee
levels
set
forth
in
the
Advisory
Contracts
or
otherwise
from
any
economies
of
scale
realized
by
the
Adviser.
Under
each
fund's
Advisory
Contract,
the
fund
pays
the
Adviser
an
all-inclusive
management
fee,
which
is
based
on
the
fund's
average
daily
net
assets.
The
all-inclusive
management
fee
includes
investment
management
services
and
provides
for
the
Adviser
to
pay
all
of
the
fund's
ordinary,
recurring
operating
expenses
except
for
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
nonrecurring,
extraordinary
expenses;
any
acquired
fund
fees
and
expenses;
and
any
12b-1
fees
applicable
to
a
class.
In
accordance
with
a
predetermined
contractual
fee
schedule,
the
all-inclusive
management
fee
rate
for
the
T.
Rowe
Price
Target
Funds
generally
starts
to
decline
around
the
time
a
fund
begins
reducing
its
overall
stock
exposure
and
then
continues
to
decline
over
time
as
a
fund
nears
and
then
passes
its
predetermined
target
date.
The
Adviser
has
generally
implemented
an
all-inclusive
management
fee
structure
in
situations
where
a
fixed
total
expense
ratio
is
useful
for
purposes
of
providing
certainty
of
fees
and
expenses
for
the
investors
in
these
funds
and
historically
has
sought
to
set
the
all-inclusive
management
fee
rate
at
levels
below
the
expense
ratios
of
comparable
funds
to
take
into
account
potential
future
economies
of
scale.
The
all-inclusive
management
fee
structure
also
provides
greater
flexibility
to
make
investment
changes,
including
underlying
fund
changes,
while
maintaining
a
certain
expense
ratio
for investors.
Approvals
of
Investment
Management
Agreements
(CONTINUED)
T.
ROWE
PRICE
Target
2045
Fund
30
In
addition,
the
Board
noted
that
the
funds
potentially
share
in
indirect
economies
of
scale
through
the
Adviser's
ongoing
investments
in
its
business
in
support
of
the
T.
Rowe
Price
funds,
including
investments
in
trading
systems,
technology,
and
regulatory
support
enhancements,
and
the
ability
to
possibly
negotiate
lower
fee
arrangements
with
third-party
service
providers.
The
Board
concluded
that
the
advisory
fee
structure
for
the
funds
provide
for
a
reasonable
sharing
of
benefits
from
any
economies
of
scale
with
the
funds'
investors.
Fees
and
Expenses
The
Board
was
provided
with
information
regarding
industry
trends
in
management
fees
and
expenses.
Among
other
things,
the
Board
reviewed
data
for
peer
groups
that
were
compiled
by
Broadridge,
which
compared:
(i)
contractual
management
fees,
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
Investor
Class
of
each
fund
with
a
group
of
competitor
funds
selected
by
Broadridge
(Investor
Class
Expense
Group);
(ii)
actual
management
fees
and
total
expenses
of
the
Advisor
Class
of
each
fund
with
a
group
of
competitor
funds
selected
by
Broadridge
(Advisor
Class
Expense
Group);
and
(iii)
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
Investor
Class
of
each
fund
with
a
broader
set
of
funds
within
the
Lipper
investment
classification
(Expense
Universe).
The
Board
considered
each
fund's
contractual
management
fee
rate,
actual
management
fee
rate,
and
total
expenses
(all
of
which
generally
reflect
the
all-inclusive
management
fee
rate
applicable
to
that
fund
and
do
not
deduct
the
operating
expenses
paid
by
the
Adviser
as
part
of
the
overall
management
fee)
in
comparison
with
the
information
for
the
Broadridge
peer
groups.
Broadridge
generally
constructed
the
peer
groups
by
seeking
the
most
comparable
funds
based
on
similar
investment
classifications
and
objectives,
expense
structure,
asset
size,
and
operating
components
and
attributes
and,
where
applicable,
ranked
funds
into
quintiles,
with
the
first
quintile
representing
the
funds
with
the
lowest
relative
expenses
and
the
fifth
quintile
representing
the
funds
with
the
highest
relative
expenses.
There
were
certain
funds
that
did
not
have
a
sufficient
number
of
funds
in
their
peer
group
to
rank
within
quintiles.
The
information
provided
to
the
Board
indicated
that
each
fund's
contractual
management
fees,
actual
management
fees,
and
total
expenses
ranked
as
follows:
Approvals
of
Investment
Management
Agreements
(CONTINUED)
T.
ROWE
PRICE
Target
2045
Fund
31
Fund
Contractual
Management
Fees
Actual
Management
Fees
Total
Expenses
Target
2005
Fund
Second
out
of
three
funds
(Investor
Class
Expense
Group)
Second
out
of
three
funds
(Investor
Class
Expense
Group),
first
out
of
two
funds
(Advisor
Class
Expense
Group),
and
fourth
quintile
(Expense
Universe)
First
out
of
three
funds
(Investor
Class
Expense
Group),
first
out
of
two
funds
(Advisor
Class
Expense
Group),
and
third
quintile
(Expense
Universe)
Target
2010
Fund
Second
out
of
three
funds
(Investor
Class
Expense
Group)
Second
out
of
three
funds
(Investor
Class
Expense
Group),
first
out
of
two
funds
(Advisor
Class
Expense
Group),
and
third
quintile
(Expense
Universe)
First
out
of
three
funds
(Investor
Class
Expense
Group),
first
out
of
two
funds
(Advisor
Class
Expense
Group),
and
third
quintile
(Expense
Universe)
Target
2015
Fund
Third
out
of
four
funds
(Investor
Class
Expense
Group)
Third
out
of
four
funds
(Investor
Class
Expense
Group),
third
out
of
four
funds
(Advisor
Class
Expense
Group),
and
fourth
quintile
(Expense
Universe)
Second
out
of
four
funds
(Investor
Class
Expense
Group),
first
out
of
four
funds
(Advisor
Class
Expense
Group),
and
third
quintile
(Expense
Universe)
Target
2020
Fund
Fourth
out
of
five
funds
(Investor
Class
Expense
Group)
Fourth
out
of
five
funds
(Investor
Class
Expense
Group),
fourth
out
of
five
funds
(Advisor
Class
Expense
Group),
and
third
quintile
(Expense
Universe)
Second
out
of
five
funds
(Investor
Class
Expense
Group),
first
out
of
five
funds
(Advisor
Class
Expense
Group),
and
third
quintile
(Expense
Universe)
Target
2025
Fund
Third
quintile
(Investor
Class
Expense
Group)
Fourth
quintile
(Investor
Class
Expense
Group),
fifth
quintile
(Advisor
Class
Expense
Group),
and
fourth
quintile
(Expense
Universe)
Second
quintile
(Investor
Class
Expense
Group),
first
quintile
(Advisor
Class
Expense
Group),
and
third
quintile
(Expense
Universe)
Approvals
of
Investment
Management
Agreements
(CONTINUED)
T.
ROWE
PRICE
Target
2045
Fund
32
Fund
Contractual
Management
Fees
Actual
Management
Fees
Total
Expenses
Target
2030
Fund
Third
quintile
(Investor
Class
Expense
Group)
Fourth
quintile
(Investor
Class
Expense
Group),
fifth
quintile
(Advisor
Class
Expense
Group),
and
fourth
quintile
(Expense
Universe)
Second
quintile
(Investor
Class
Expense
Group),
first
quintile
(Advisor
Class
Expense
Group),
and
third
quintile
(Expense
Universe)
Target
2035
Fund
Third
quintile
(Investor
Class
Expense
Group)
Fourth
quintile
(Investor
Class
Expense
Group),
fifth
quintile
(Advisor
Class
Expense
Group),
and
fourth
quintile
(Expense
Universe)
Second
quintile
(Investor
Class
Expense
Group),
first
quintile
(Advisor
Class
Expense
Group),
and
third
quintile
(Expense
Universe)
Target
2040
Fund
Third
quintile
(Investor
Class
Expense
Group)
Fourth
quintile
(Investor
Class
Expense
Group),
fifth
quintile
(Advisor
Class
Expense
Group),
and
fourth
quintile
(Expense
Universe)
Second
quintile
(Investor
Class
Expense
Group),
first
quintile
(Advisor
Class
Expense
Group),
and
third
quintile
(Expense
Universe)
Target
2045
Fund
Fourth
quintile
(Investor
Class
Expense
Group)
Fourth
quintile
(Investor
Class
Expense
Group),
fifth
quintile
(Advisor
Class
Expense
Group),
and
fifth
quintile
(Expense
Universe)
Second
quintile
(Investor
Class
Expense
Group),
first
quintile
(Advisor
Class
Expense
Group),
and
fourth
quintile
(Expense
Universe)
Target
2050
Fund
Fourth
quintile
(Investor
Class
Expense
Group)
Fourth
quintile
(Investor
Class
Expense
Group),
fifth
quintile
(Advisor
Class
Expense
Group),
and
fifth
quintile
(Expense
Universe)
Second
quintile
(Investor
Class
Expense
Group),
first
quintile
(Advisor
Class
Expense
Group),
and
fourth
quintile
(Expense
Universe)
Target
2055
Fund
Fourth
quintile
(Investor
Class
Expense
Group)
Fourth
quintile
(Investor
Class
Expense
Group),
fifth
quintile
(Advisor
Class
Expense
Group),
and
fifth
quintile
(Expense
Universe)
Second
quintile
(Investor
Class
Expense
Group),
first
quintile
(Advisor
Class
Expense
Group),
and
fourth
quintile
(Expense
Universe)
Approvals
of
Investment
Management
Agreements
(CONTINUED)
T.
ROWE
PRICE
Target
2045
Fund
33
The
Board
also
reviewed
the
fee
schedules
for
other
investment
portfolios
with
similar
mandates
that
are
advised
or
subadvised
by
the
Adviser
and
its
affiliates,
including
separately
managed
accounts
for
institutional
and
individual
investors;
subadvised
funds;
and
other
sponsored
investment
portfolios,
including
collective
investment
trusts
and
pooled
vehicles
organized
and
offered
to
investors
outside
the
United
States.
Management
provided
the
Board
with
information
about
the
Adviser's
responsibilities
and
services
provided
to
subadvisory
and
other
institutional
account
clients,
including
information
about
how
the
requirements
and
economics
of
the
institutional
business
are
fundamentally
different
from
those
of
the
proprietary
mutual
fund
business.
The
Board
considered
information
showing
that
the
Adviser's
mutual
fund
business
is
generally
more
complex
from
a
business
and
compliance
perspective
than
its
institutional
account
business
and
considered
various
relevant
factors,
such
as
the
broader
scope
of
operations
and
oversight,
more
extensive
shareholder
communication
infrastructure,
greater
asset
flows,
heightened
business
risks,
and
differences
in
applicable
laws
and
regulations
associated
with
the
Adviser's
proprietary
mutual
fund
business.
In
assessing
the
reasonableness
of
each
fund's
management
fee
rate,
the
Board
considered
the
differences
in
the
nature
of
the
services
required
for
the
Adviser
to
manage
its
mutual
fund
business
versus
managing
a
discrete
pool
of
assets
as
a
subadviser
to
another
institution's
mutual
fund
or
for
an
institutional
account
and
that
the
Adviser
generally
performs
significant
additional
services
and
assumes
greater
risk
in
managing
the
funds
and
other
T.
Rowe
Price
funds
than
it
does
for
institutional
account
clients,
including
subadvised
funds.
Fund
Contractual
Management
Fees
Actual
Management
Fees
Total
Expenses
Target
2060
Fund
Fourth
quintile
(Investor
Class
Expense
Group)
Fourth
quintile
(Investor
Class
Expense
Group),
fifth
quintile
(Advisor
Class
Expense
Group),
and
fifth
quintile
(Expense
Universe)
Second
quintile
(Investor
Class
Expense
Group),
first
quintile
(Advisor
Class
Expense
Group),
and
fourth
quintile
(Expense
Universe)
Target
2065
Fund
Third
quintile
(Investor
Class
Expense
Group)
Fourth
quintile
(Investor
Class
Expense
Group),
fourth
quintile
(Advisor
Class
Expense
Group),
and
fourth
quintile
(Expense
Universe)
Second
quintile
(Investor
Class
Expense
Group),
first
out
of
four
funds
(Advisor
Class
Expense
Group),
and
fourth
quintile
(Expense
Universe)
Approvals
of
Investment
Management
Agreements
(CONTINUED)
T.
ROWE
PRICE
Target
2045
Fund
34
On
the
basis
of
the
information
provided
and
the
factors
considered,
the
Board
concluded
that
the
fees
paid
by
the
funds
under
the
Advisory
Contracts
are
reasonable.
Approvals
of
the
Advisory
Contracts
As
noted,
the
Board
approved
the
continuation
of
each
Target Fund's
Advisory
Contract.
No
single
factor
was
considered
in
isolation
or
to
be
determinative
to
the
decision.
Rather,
the
Board
concluded,
in
light
of
a
weighting
and
balancing
of
all
factors
considered,
that
it
was
in
the
best
interests
of
the
funds
and
their
shareholders
for
the
Board
to
approve
the
continuation
of
the
Advisory
Contracts
(including
the
fees
to
be
charged
for
services
thereunder).
Approvals
of
Investment
Management
Agreements
(CONTINUED)
100
East
Pratt
Street
Baltimore,
MD
21202
T.
Rowe
Price
Investment
Services,
Inc.
Call
1-800-225-5132
to
request
a
prospectus
or
summary
prospectus;
each
includes
investment
objectives,
risks,
fees,
expenses,
and
other
information
that
you
should
read
and
consider
carefully
before
investing.
F197-050
7/24
Item 8. Changes in and Disagreements with Accountants for Open-EndManagement Investment Companies.
Not applicable.
Item 9. Proxy Disclosures for Open-EndManagement Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-EndManagement Investment Companies.
Remuneration paid to Directors is included in Item 7 of this Form N-CSR.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
If applicable, see Item 7.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-EndManagement Investment Companies.
Not applicable.
Item 13. Portfolio Managers of Closed-EndManagement Investment Companies.
Not applicable.
Item 14. Purchases of Equity Securities by Closed-EndManagement Investment Company and Affiliated Purchasers.
Not applicable.
Item 15. Submission of Matters to a Vote of Security Holders.
There has been no change to the procedures by which shareholders may recommend nominees to the registrant's board of directors.
Item 16. Controls and Procedures.
(a) The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSRwas recorded, processed, summarized, and reported timely.
(b) The registrant's principal executive officer and principal financial officer are aware of no change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-EndManagement Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable.
Item 19. Exhibits.
| (a)(1) |
The registrant's code of ethics pursuant to Item 2 of Form N-CSR is attached. |
|
| (2) |
Listing standards relating to recovery of erroneously awarded compensation: not applicable. |
|
| (3) |
Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached. |
|
| (b) |
A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| T. Rowe Price Target 2045 Fund | ||||
| By |
/s/ David Oestreicher |
|||
| David Oestreicher | ||||
| Principal Executive Officer | ||||
| Date | July 18, 2024 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By |
/s/ David Oestreicher |
|||
| David Oestreicher | ||||
| Principal Executive Officer | ||||
| Date |
July 18, 2024 |
| By |
/s/ Alan S. Dupski |
|||
| Alan S. Dupski | ||||
| Principal Financial Officer | ||||
| Date |
July 18, 2024 |