-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FjhCR3rAmXplp84lStJlzoFfOFn3c/vsN3vz60EEuwBokucyah57Ia07VQhVvigw 0KW0JrYjdJVcHBZIK77UJA== 0000871839-03-000001.txt : 20030114 0000871839-03-000001.hdr.sgml : 20030114 20030113152633 ACCESSION NUMBER: 0000871839-03-000001 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030113 EFFECTIVENESS DATE: 20030113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE MID CAP GROWTH FUND INC CENTRAL INDEX KEY: 0000887147 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-47806 FILM NUMBER: 03512200 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4105472000 MAIL ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE EQUITY INCOME FUND CENTRAL INDEX KEY: 0000775688 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-00070 FILM NUMBER: 03512201 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4105472000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE BLUE CHIP GROWTH FUND INC CENTRAL INDEX KEY: 0000902259 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-49581 FILM NUMBER: 03512203 BUSINESS ADDRESS: STREET 1: C/O T ROWE PRICE ASSOCIATES INC STREET 2: 100 EAST E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4105472000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE SCIENCE & TECHNOLOGY FUND INC CENTRAL INDEX KEY: 0000819930 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-16567 FILM NUMBER: 03512205 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4105472000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE NEW ERA FUND INC CENTRAL INDEX KEY: 0000216907 IRS NUMBER: 520888855 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-29866 FILM NUMBER: 03512208 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4105472000 FORMER COMPANY: FORMER CONFORMED NAME: PRICE ROWE INFLATION FUND INC DATE OF NAME CHANGE: 19690617 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE BALANCED FUND INC CENTRAL INDEX KEY: 0000871839 IRS NUMBER: 521725684 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-38791 FILM NUMBER: 03512213 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4103454598 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T ROWE PRICE GLOBAL TECHNOLOGY FUND INC CENTRAL INDEX KEY: 0001116626 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-40086 FILM NUMBER: 03512216 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4103454981 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE CAPITAL APPRECIATION FUND CENTRAL INDEX KEY: 0000793347 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-05646 FILM NUMBER: 03512221 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4105472000 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE CAPITAL ADVANTAGE FUND DATE OF NAME CHANGE: 19860629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE HEALTH SCIENCES FUND INC CENTRAL INDEX KEY: 0001002624 IRS NUMBER: 521952906 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63759 FILM NUMBER: 03512212 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4106256877 MAIL ADDRESS: STREET 1: 100 EAST PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE HEALTH & LIFE SCIENCES FUND INC DATE OF NAME CHANGE: 19951023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE GROWTH STOCK FUND INC CENTRAL INDEX KEY: 0000080257 IRS NUMBER: 520655816 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-10780 FILM NUMBER: 03512214 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 3015472000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE GROWTH & INCOME FUND INC CENTRAL INDEX KEY: 0000706211 IRS NUMBER: 521268241 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-79190 FILM NUMBER: 03512215 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4105472000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE VALUE FUND INC CENTRAL INDEX KEY: 0000927845 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54963 FILM NUMBER: 03512222 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-547-20 MAIL ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE SMALL CAP VALUE FUND INC CENTRAL INDEX KEY: 0000834798 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-43237 FILM NUMBER: 03512223 BUSINESS ADDRESS: STREET 1: 345 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2128725671 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE MID CAP VALUE FUND INC CENTRAL INDEX KEY: 0001012678 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02993 FILM NUMBER: 03512199 BUSINESS ADDRESS: STREET 1: T ROWE PRICE ASSOCIATES INC STREET 2: 100 EAST PRATT ST 8TH FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4106256877 MAIL ADDRESS: STREET 1: 100 EAST PRATT ST 8TH FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE NEW HORIZONS FUND INC CENTRAL INDEX KEY: 0000080248 IRS NUMBER: 520791372 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-18099 FILM NUMBER: 03512207 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4105472000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE INDEX TRUST INC CENTRAL INDEX KEY: 0000858581 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-32859 FILM NUMBER: 03512211 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 3015472000 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE INSTITUTIONAL EQUITY FUNDS INC DATE OF NAME CHANGE: 19900227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T ROWE PRICE DEVELOPING TECHNOLOGIES FUND INC CENTRAL INDEX KEY: 0001116627 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-40558 FILM NUMBER: 03512219 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4103454598 MAIL ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE REAL ESTATE FUND INC CENTRAL INDEX KEY: 0001046404 STATE OF INCORPORATION: MD FISCAL YEAR END: 1030 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-36137 FILM NUMBER: 03512206 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4103452000 MAIL ADDRESS: STREET 1: C/O T ROWE PRICE ASSOCIATES INC STREET 2: 100 E PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE CAPITAL OPPORTUNITY FUND INC CENTRAL INDEX KEY: 0000931151 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56015 FILM NUMBER: 03512220 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4106256877 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE DIVIDEND GROWTH FUND INC CENTRAL INDEX KEY: 0000894024 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-49187 FILM NUMBER: 03512202 BUSINESS ADDRESS: STREET 1: T. ROWE PRICE ASSOCIATES, INC. STREET 2: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-547-20 MAIL ADDRESS: STREET 1: T. ROWE PRICE ASSOC STREET 2: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE MEDIA & TELECOMMUNICATIONS FUND INC CENTRAL INDEX KEY: 0000910671 IRS NUMBER: 521840883 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27963 FILM NUMBER: 03512209 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4105472000 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE NEW AGE MEDIA FUND INC DATE OF NAME CHANGE: 19930817 FORMER COMPANY: FORMER CONFORMED NAME: NEW AGE MEDIA FUND INC DATE OF NAME CHANGE: 19930827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T ROWE PRICE INSTITUTIONAL EQUITY FUNDS INC CENTRAL INDEX KEY: 0001012968 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04753 FILM NUMBER: 03512210 BUSINESS ADDRESS: STREET 1: T ROWE PRICE ASSOCIATES INC STREET 2: 100 EAST PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4102344820 FORMER COMPANY: FORMER CONFORMED NAME: INSTITUTIONAL DOMESTIC EQUITY FUNDS INC DATE OF NAME CHANGE: 19960428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE SMALL CAP STOCK FUND INC CENTRAL INDEX KEY: 0000075170 IRS NUMBER: 231622210 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-12171 FILM NUMBER: 03512204 BUSINESS ADDRESS: STREET 1: 100 EAST PRATT ST STREET 2: C/O T ROWE PRICE ASSOCIATES INC CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 2156432510 MAIL ADDRESS: STREET 1: 100 EAST PRATT STRE STREET 2: NULL CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: OVER THE COUNTER SECURITIES FUND INC DATE OF NAME CHANGE: 19890108 FORMER COMPANY: FORMER CONFORMED NAME: OVER THE COUNTER SECURITIES GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE OTC FUND INC DATE OF NAME CHANGE: 19930210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE DIVERSIFIED SMALL CAP GROWTH FUND INC CENTRAL INDEX KEY: 0001038469 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-26323 FILM NUMBER: 03512218 BUSINESS ADDRESS: STREET 1: T ROWE PRICE ASSOCIATES INC STREET 2: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4103454820 MAIL ADDRESS: STREET 1: C/O T ROWE PRICE ASSOCIATES INC STREET 2: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE NEW AMERICA GROWTH FUND CENTRAL INDEX KEY: 0000773485 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 002-99122 FILM NUMBER: 03512198 BUSINESS ADDRESS: STREET 1: 100 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4105472000 FORMER COMPANY: FORMER CONFORMED NAME: PRICE T ROWE COMMON STOCK FUND DATE OF NAME CHANGE: 19851003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICE T ROWE FINANCIAL SERVICES FUND INC CENTRAL INDEX KEY: 0001019286 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-09551 FILM NUMBER: 03512217 BUSINESS ADDRESS: STREET 1: 100 E PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4102344820 MAIL ADDRESS: STREET 1: 100 E PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 497 1 eqfdssai103.txt STATEMENT OF ADDITIONAL INFORMATION The date of this Statement of Additional Information is May 1, 2002, revised to September 30, 2002 and January 8, 2003. T. ROWE PRICE BALANCED FUND, INC. T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. T. Rowe Price Blue Chip Growth Fund-Advisor Class T. Rowe Price Blue Chip Growth Fund-R Class T. ROWE PRICE CAPITAL APPRECIATION FUND T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC. T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. T. ROWE PRICE DIVIDEND GROWTH FUND, INC. T. ROWE PRICE EQUITY INCOME FUND T. Rowe Price Equity Income Fund-Advisor Class T. Rowe Price Equity Income Fund-R Class T. ROWE PRICE FINANCIAL SERVICES FUND, INC. T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. T. ROWE PRICE GROWTH & INCOME FUND, INC. T. ROWE PRICE GROWTH STOCK FUND, INC. T. Rowe Price Growth Stock Fund-Advisor Class T. Rowe Price Growth Stock Fund-R Class T. ROWE PRICE HEALTH SCIENCES FUND, INC. T. ROWE PRICE INDEX TRUST, INC. T. Rowe Price Equity Index 500 Fund T. Rowe Price Extended Equity Market Index Fund T. Rowe Price Total Equity Market Index Fund T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC. T. Rowe Price Institutional Large-Cap Growth Fund T. Rowe Price Institutional Large-Cap Value Fund T. Rowe Price Institutional Mid-Cap Equity Growth Fund T. Rowe Price Institutional Small-Cap Stock Fund T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. T. ROWE PRICE MID-CAP GROWTH FUND, INC. T. Rowe Price Mid-Cap Growth Fund-Advisor Class T. Rowe Price Mid-Cap Growth Fund-R Class T. ROWE PRICE MID-CAP VALUE FUND, INC. T. Rowe Price Mid-Cap Value Fund-Advisor Class T. Rowe Price Mid-Cap Value Fund-R Class T. ROWE PRICE NEW AMERICA GROWTH FUND T. ROWE PRICE NEW ERA FUND, INC. T. ROWE PRICE NEW HORIZONS FUND, INC. T. ROWE PRICE REAL ESTATE FUND, INC. T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. T. Rowe Price Science & Technology Fund-Advisor Class T. ROWE PRICE SMALL-CAP STOCK FUND, INC. T. Rowe Price Small-Cap Stock Fund-Advisor Class C20-043 1/8/03 T. ROWE PRICE SMALL-CAP VALUE FUND, INC. T. Rowe Price Small-Cap Value Fund-Advisor Class and T. ROWE PRICE VALUE FUND, INC. T. Rowe Price Value Fund-Advisor Class ------------------------------------------------------------------------------- Mailing Address: T. Rowe Price Investment Services, Inc. 100 East Pratt Street Baltimore, Maryland 21202 1-800-638-5660 Throughout this Statement of Additional Information, "the fund" is intended to refer to each fund listed on the cover page, unless otherwise indicated. For convenience, the term "director" is used to refer to both directors of funds that are corporations and to trustees of funds that are Massachusetts business trusts. This Statement of Additional Information is not a prospectus but should be read in conjunction with the appropriate fund prospectus dated May 1, 2002 (or September 30, 2002 for the Blue Chip Growth Fund-R Class, Equity Income Fund-R Class, Growth Stock Fund-R Class, Mid-Cap Growth Fund-R Class, Mid-Cap Value Fund-Advisor Class, and Mid-Cap Value Fund-R Class, which may be obtained from T. Rowe Price Investment Services, Inc. ("Investment Services"). Each fund's (other than the Blue Chip Growth Fund-R Class, Equity Income Fund-R Class, Growth Stock Fund-R Class, Mid-Cap Growth Fund-R Class, Mid-Cap Value Fund-Advisor Class, and Mid-Cap Value Fund-R Class) financial statements for the fiscal period ended December 31, 2001, and the report of independent accountants are included in each fund's Annual Report and incorporated by reference into this Statement of Additional Information. Each fund's (other than the Blue Chip Growth Fund-R Class, Equity Income Fund-R Class, Growth Stock Fund-R Class, Mid-Cap Growth Fund-R Class, Mid-Cap Value Fund-Advisor Class, and Mid-Cap Value Fund-R Class's) unaudited Semiannual Report for the six months ended June 30, 2002, are also incorporated by reference into this Statement of Additional Information. If you would like a prospectus or an annual or semiannual shareholder report for a fund of which you are not a shareholder, please call 1-800-638-5660 and they will be sent to you at no charge. Please read them carefully. 2
TABLE OF CONTENTS ----------------- Page Page ---- ---- Capital Stock 84 Legal Counsel 86 - ------------------------------------ -------------------------------------- Code of Ethics 71 Management of the Funds 31 - ------------------------------------ -------------------------------------- Custodian 70 Net Asset Value per Share 79 - ------------------------------------ -------------------------------------- Distributor for the Funds 69 Organization of the Funds 85 - ------------------------------------ -------------------------------------- Dividends and Distributions 79 Portfolio Management Practices 15 - ------------------------------------ -------------------------------------- Federal Registration of 86 Portfolio Transactions 71 Shares - ------------------------------------ -------------------------------------- Independent Accountants 86 Pricing of Securities 78 - ------------------------------------ -------------------------------------- Investment Management 60 Principal Holders of 58 Services Securities - ------------------------------------ -------------------------------------- Investment Objectives and 3 Ratings of Corporate Debt 96 Policies Securities - ------------------------------------ -------------------------------------- Investment Performance 80 Risk Factors 3 - ------------------------------------ -------------------------------------- Investment Program 7 Services by Outside Parties 68 - ------------------------------------ -------------------------------------- Investment Restrictions 28 Tax Status 79 - ------------------------------------ --------------------------------------
INVESTMENT OBJECTIVES AND POLICIES ------------------------------------------------------------------------------- The following information supplements the discussion of each fund's investment objectives and policies discussed in each fund's prospectus. Shareholder approval is required to substantively change fund objectives. Unless otherwise specified, the investment programs and restrictions of the funds are not fundamental policies. Each fund's operating policies are subject to change by each Board of Directors without shareholder approval. However, shareholders will be notified of a material change in an operating policy. Each fund's fundamental policies may not be changed without the approval of at least a majority of the outstanding shares of the fund or, if it is less, 67% of the shares represented at a meeting of shareholders at which the holders of 50% or more of the shares are represented. References to the following are as indicated: Investment Company Act of 1940 ("1940 Act") Securities and Exchange Commission ("SEC") T. Rowe Price Associates, Inc. ("T. Rowe Price") Moody's Investors Service, Inc. ("Moody's") Standard & Poor's Corporation ("S&P") Internal Revenue Code of 1986 ("Code") T. Rowe Price International, Inc. ("T. Rowe Price International") RISK FACTORS ------------------------------------------------------------------------------- Reference is also made to the sections entitled "Investment Program" and "Portfolio Management Practices" for discussions of the risks associated with the investments and practices described therein as they apply to the fund. 3 Because of its investment policy, the fund may or may not be suitable or appropriate for any particular investor. The fund is not a money market fund and is not an appropriate investment for those whose primary objective is principal stability. The fund will normally have substantially all (for the Balanced Fund 50-70% and for the Capital Appreciation Fund at least 50%) of its assets in equity securities (e.g., common stocks). This portion of the fund's assets will be subject to all of the risks of investing in the stock market. There is risk in every investment. The value of the portfolio securities of the fund will fluctuate based upon market conditions. Although the fund seeks to reduce risk by investing in a diversified portfolio, such diversification does not eliminate all risk. There can, of course, be no assurance that the fund will achieve its investment objective. Foreign securities (All funds other than Equity Index 500, Extended Equity Market, and Total Equity Market Index Funds) The fund may invest in U.S. dollar-denominated and non-U.S. dollar-denominated securities of foreign issuers. . Risk Factors of Foreign Investing There are special risks in foreign investing. Certain of these risks are inherent in any mutual fund while others relate more to the countries in which the fund will invest. Many of the risks are more pronounced for investments in developing or emerging market countries, such as many of the countries of Asia, Latin America, Eastern Europe, Russia, Africa, and the Middle East. Although there is no universally accepted definition, a developing country is generally considered to be a country which is in the initial stages of its industrialization cycle with a per capita gross national product of less than $8,000. . Political and Economic Factors Individual foreign economies of some countries differ favorably or unfavorably from the United States' economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position. The internal politics of some foreign countries are not as stable as in the United States. For example, in 1991, the existing government in Thailand was overthrown in a military coup. In 1994-1995, the Mexican peso plunged in value, setting off a severe crisis in the Mexican economy. Asia is still coming to terms with its own crisis and recessionary conditions sparked by widespread currency weakness in late 1997. In 1998, there was substantial turmoil in markets throughout the world. In 1999, the democratically elected government of Pakistan was overthrown by a military coup. The Russian government also defaulted on all its domestic debt. In addition, significant external political risks currently affect some foreign countries. Both Taiwan and China still claim sovereignty of one another and there is a demilitarized border and hostile relations between North and South Korea. In 2001, Argentina defaulted on its foreign-owned debt and had the peso devalued, resulting in the resignation of its president and deadly riots in December in response to government-mandated austerity measures. Governments in certain foreign countries continue to participate to a significant degree, through ownership interest or regulation, in their respective economies. Action by these governments could have a significant effect on market prices of securities and payment of dividends. The economies of many foreign countries are heavily dependent upon international trade and are accordingly affected by protective trade barriers and economic conditions of their trading partners. The enactment by these trading partners of protectionist trade legislation could have a significant adverse effect upon the securities markets of such countries. . Currency Fluctuations The fund invests in securities denominated in various currencies. Accordingly, a change in the value of any such currency against the U.S. dollar will result in a corresponding change in the U.S. dollar value of the fund's assets denominated in that currency. Such changes will also affect the fund's income. Generally, when a given currency appreciates against the dollar (the dollar weakens), the value of the fund's securities denominated in that currency will rise. When a given currency depreciates against the dollar (the dollar strengthens), the value of the fund's securities denominated in that currency would be expected to decline. . Investment and Repatriation Restrictions Foreign investment in the securities markets of certain foreign countries is restricted or controlled to varying degrees. These restrictions limit and at times preclude investment in certain of such countries and increase the cost and expenses of the fund. Investments by foreign investors are subject to a variety of restrictions in many developing countries. These restrictions may take the 4 form of prior governmental approval, limits on the amount or type of securities held by foreigners, and limits on the types of companies in which foreigners may invest. Additional or different restrictions may be imposed at any time by these or other countries in which the fund invests. In addition, the repatriation of both investment income and capital from several foreign countries is restricted and controlled under certain regulations, including in some cases the need for certain government consents. For example, capital invested in Chile normally cannot be repatriated for one year. In 1998, the government of Malaysia imposed currency controls which effectively made it impossible for foreign investors to convert Malaysian ringgits to foreign currencies. . Market Characteristics It is contemplated that most foreign securities will be purchased in over-the-counter markets or on securities exchanges located in the countries in which the respective principal offices of the issuers of the various securities are located, if that is the best available market. Investments in certain markets may be made through American Depository Receipts ("ADRs") and Global Depository Receipts ("GDRs") traded in the United States or on foreign exchanges. Foreign securities markets are generally not as developed or efficient as, and more volatile than, those in the United States. While growing in volume, they usually have substantially less volume than U.S. markets and the fund's portfolio securities may be less liquid and subject to more rapid and erratic price movements than securities of comparable U.S. companies. Securities may trade at price/earnings multiples higher than comparable United States securities and such levels may not be sustainable. Commissions on foreign securities trades are generally higher than commissions on United States exchanges, and while there are an increasing number of overseas securities markets that have adopted a system of negotiated rates, a number are still subject to an established schedule of minimum commission rates. There is generally less government supervision and regulation of foreign securities exchanges, brokers, and listed companies than in the United States. Moreover, settlement practices for transactions in foreign markets may differ from those in United States markets. Such differences include delays beyond periods customary in the United States and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of a "failed settlement." Failed settlements can result in losses to the fund. . Investment Funds The fund may invest in investment funds which have been authorized by the governments of certain countries specifically to permit foreign investment in securities of companies listed and traded on the stock exchanges in these respective countries. The fund's investment in these funds is subject to the provisions of the 1940 Act. If the fund invests in such investment funds, the fund's shareholders will bear not only their proportionate share of the expenses of the fund (including operating expenses and the fees of the investment manager), but also will indirectly bear similar expenses of the underlying investment funds. In addition, the securities of these investment funds may trade at a premium over their net asset value. . Information and Supervision There is generally less publicly available information about foreign companies comparable to reports and ratings that are published about companies in the United States. Foreign companies are also generally not subject to uniform accounting, auditing and financial reporting standards, practices, and requirements comparable to those applicable to United States companies. It also is often more difficult to keep currently informed of corporate actions which affect the prices of portfolio securities. . Taxes The dividends and interest payable on certain of the fund's foreign portfolio securities may be subject to foreign withholding taxes, thus reducing the net amount of income available for distribution to the fund's shareholders. . Other With respect to certain foreign countries, especially developing and emerging ones, there is the possibility of adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitations on the removal of funds or other assets of the fund, political or social instability, or diplomatic developments which could affect investments by U.S. persons in those countries. . Eastern Europe and Russia Changes occurring in Eastern Europe and Russia today could have long-term potential consequences. As restrictions fall, this could result in rising standards of living, lower manufacturing costs, growing consumer spending, and substantial economic growth. However, investment in most countries of Eastern Europe and Russia is highly speculative at this time. Political and economic reforms are too recent to establish a definite trend away from centrally planned economies and state-owned industries. In many of the countries of Eastern Europe and Russia, there is no stock exchange or formal market for securities. Such 5 countries may also have government exchange controls, currencies with no recognizable market value relative to the established currencies of western market economies, little or no experience in trading in securities, no financial reporting standards, a lack of a banking and securities infrastructure to handle such trading, and a legal tradition which does not recognize rights in private property. In addition, these countries may have national policies which restrict investments in companies deemed sensitive to the country's national interest. Further, the governments in such countries may require governmental or quasi-governmental authorities to act as custodian of the fund's assets invested in such countries, and these authorities may not qualify as a foreign custodian under the 1940 Act and exemptive relief from such Act may be required. All of these considerations are among the factors which result in significant risks and uncertainties when investing in Eastern Europe and Russia. . Latin America Inflation Most Latin American countries have experienced, at one time or another, severe and persistent levels of inflation, including, in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. Although inflation in many countries has lessened, there is no guarantee it will remain at lower levels. Political Instability The political history of certain Latin American countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such developments, if they were to reoccur, could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities markets. Foreign Currency Certain Latin American countries may experience sudden and large adjustments in their currency which, in turn, can have a disruptive and negative effect on foreign investors. For example, in late 1994 the Mexican peso lost more than one-third of its value relative to the dollar. In 1999, the Brazilian real lost 30% of its value against the U.S. dollar. Certain Latin American countries may impose restrictions on the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for many currencies and it would, as a result, be difficult for the fund to engage in foreign currency transactions designed to protect the value of the fund's interests in securities denominated in such currencies. Sovereign Debt A number of Latin American countries are among the largest debtors of developing countries. There have been moratoria on, and reschedulings of, repayment with respect to these debts. Such events can restrict the flexibility of these debtor nations in the international markets and result in the imposition of onerous conditions on their economies. . Japan Japan has experienced earthquakes and tidal waves of varying degrees of severity, and the risks of such phenomena, and damage resulting therefrom, continue to exist. Japan also has one of the world's highest population densities. A significant percentage of the total population of Japan is concentrated in the metropolitan areas of Tokyo, Osaka, and Nagoya. Economy The Japanese economy languished for much of the last decade. Lack of effective governmental action in the areas of tax reform to reduce high tax rates, banking regulation to address enormous amounts of bad debt, and economic reforms to attempt to stimulate spending are among the factors cited as possible causes of Japan's economic problems. The yen has had a history of unpredictable and volatile movements against the dollar; a weakening yen hurts U.S. investors holding yen-denominated securities. Finally, the Japanese stock market has experienced wild swings in value and has often been considered significantly overvalued. Energy Japan has historically depended on oil for most of its energy requirements. Almost all of its oil is imported, the majority from the Middle East. In the past, oil prices have had a major impact on the domestic economy, but more recently Japan has worked to reduce its dependence on oil by encouraging energy conservation and use of alternative fuels. In addition, a restructuring of industry, with emphasis shifting from basic industries to processing and assembly type industries, has contributed to the reduction of oil consumption. However, there is no guarantee this favorable trend will continue. 6 Foreign Trade Overseas trade is important to Japan's economy. Japan has few natural resources and must export to pay for its imports of these basic requirements. Because of the concentration of Japanese exports in highly visible products such as automobiles, machine tools, and semiconductors and the large trade surpluses ensuing therefrom, Japan has had difficult relations with its trading partners, particularly the U.S. It is possible that trade sanctions or other protectionist measures could impact Japan adversely in both the short term and long term. INVESTMENT PROGRAM ------------------------------------------------------------------------------- Types of Securities Set forth below is additional information about certain of the investments described in each fund's prospectus. Hybrid Instruments Hybrid instruments (a type of potentially high-risk derivative) have been developed and combine the elements of futures contracts or options with those of debt, preferred equity, or a depository instrument (hereinafter "hybrid instruments"). Generally, a hybrid instrument will be a debt security, preferred stock, depository share, trust certificate, certificate of deposit, or other evidence of indebtedness on which a portion of or all interest payments, and/or the principal or stated amount payable at maturity, redemption, or retirement is determined by reference to prices, changes in prices, or differences between prices of securities, currencies, intangibles, goods, articles, or commodities (collectively "underlying assets") or by another objective index, economic factor, or other measure, such as interest rates, currency exchange rates, commodity indices, and securities indices (collectively "benchmarks"). Thus, hybrid instruments may take a variety of forms, including, but not limited to, debt instruments with interest or principal payments or redemption terms determined by reference to the value of a currency or commodity or securities index at a future point in time, preferred stock with dividend rates determined by reference to the value of a currency, or convertible securities with the conversion terms related to a particular commodity. Hybrid instruments can be an efficient means of creating exposure to a particular market, or segment of a market, with the objective of enhancing total return. For example, a fund may wish to take advantage of expected declines in interest rates in several European countries, but avoid the transaction costs associated with buying and currency-hedging the foreign bond positions. One solution would be to purchase a U.S. dollar-denominated hybrid instrument whose redemption price is linked to the average three-year interest rate in a designated group of countries. The redemption price formula would provide for payoffs of greater than par if the average interest rate was lower than a specified level, and payoffs of less than par if rates were above the specified level. Furthermore, the fund could limit the downside risk of the security by establishing a minimum redemption price so that the principal paid at maturity could not be below a predetermined minimum level if interest rates were to rise significantly. The purpose of this arrangement, known as a structured security with an embedded put option, would be to give the fund the desired European bond exposure while avoiding currency risk, limiting downside market risk, and lowering transaction costs. Of course, there is no guarantee that the strategy will be successful, and the fund could lose money if, for example, interest rates do not move as anticipated or credit problems develop with the issuer of the hybrid instruments. The risks of investing in hybrid instruments reflect a combination of the risks of investing in securities, options, futures, and currencies. Thus, an investment in a hybrid instrument may entail significant risks that are not associated with a similar investment in a traditional debt instrument that has a fixed principal amount, is denominated in U.S. dollars, or bears interest either at a fixed rate or a floating rate determined by reference to a common, nationally published benchmark. The risks of a particular hybrid instrument will, of course, depend upon the terms of the instrument, but may include, without limitation, the possibility of significant changes in the benchmarks or the prices of underlying assets to which the instrument is linked. Such risks generally depend upon factors which are unrelated to the operations or credit quality of the issuer of the 7 hybrid instrument and which may not be readily foreseen by the purchaser, such as economic and political events, the supply of and demand for the underlying assets, and interest rate movements. In recent years, various benchmarks and prices for underlying assets have been highly volatile, and such volatility may be expected in the future. Reference is also made to the discussion of futures, options, and forward contracts herein for a discussion of the risks associated with such investments. Hybrid instruments are potentially more volatile and carry greater market risks than traditional debt instruments. Depending on the structure of the particular hybrid instrument, changes in a benchmark may be magnified by the terms of the hybrid instrument and have an even more dramatic and substantial effect upon the value of the hybrid instrument. Also, the prices of the hybrid instrument and the benchmark or underlying asset may not move in the same direction or at the same time. Hybrid instruments may bear interest or pay preferred dividends at below market (or even relatively nominal) rates. Alternatively, hybrid instruments may bear interest at above market rates but bear an increased risk of principal loss (or gain). The latter scenario may result if "leverage" is used to structure the hybrid instrument. Leverage risk occurs when the hybrid instrument is structured so that a given change in a benchmark or underlying asset is multiplied to produce a greater value change in the hybrid instrument, thereby magnifying the risk of loss as well as the potential for gain. Hybrid instruments may also carry liquidity risk since the instruments are often "customized" to meet the portfolio needs of a particular investor, and therefore, the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities. In addition, because the purchase and sale of hybrid instruments could take place in an over-the-counter market without the guarantee of a central clearing organization or in a transaction between the fund and the issuer of the hybrid instrument, the creditworthiness of the counterparty or issuer of the hybrid instrument would be an additional risk factor which the fund would have to consider and monitor. Hybrid instruments also may not be subject to regulation by the Commodities Futures Trading Commission ("CFTC"), which generally regulates the trading of commodity futures by U.S. persons, the SEC, which regulates the offer and sale of securities by and to U.S. persons, or any other governmental regulatory authority. The various risks discussed above, particularly the market risk of such instruments, may in turn cause significant fluctuations in the net asset value of the fund. Accordingly, the fund will limit its investments in hybrid instruments to 10% of total assets. However, because of their volatility, it is possible that the fund's investment in hybrid instruments will account for more than 10% of the fund's return (positive or negative). Illiquid or Restricted Securities Restricted securities may be sold only in privately negotiated transactions or in a public offering with respect to which a registration statement is in effect under the Securities Act of 1933 (the "1933 Act"). Where registration is required, the fund may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the time of the decision to sell and the time the fund may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the fund might obtain a less favorable price than prevailed when it decided to sell. Restricted securities will be priced at fair value as determined in accordance with procedures prescribed by the fund's Board of Directors. If, through the appreciation of illiquid securities or the depreciation of liquid securities, the fund should be in a position where more than 15% of the value of its net assets is invested in illiquid assets, including restricted securities, the fund will take appropriate steps to protect liquidity. Notwithstanding the above, the fund may purchase securities which, while privately placed, are eligible for purchase and sale under Rule 144A under the 1933 Act. This rule permits certain qualified institutional buyers, such as the fund, to trade in privately placed securities even though such securities are not registered under the 1933 Act. T. Rowe Price, under the supervision of the fund's Board of Directors, will consider whether securities purchased under Rule 144A are illiquid and thus subject to the fund's restriction of investing no more than 15% of its net assets in illiquid securities. A determination of whether a Rule 144A security is liquid or not is a question of fact. In making this determination, T. Rowe Price will consider the trading markets for the specific security, taking into account the unregistered nature of a Rule 144A security. 8 In addition, T. Rowe Price could consider the following: (1) frequency of trades and quotes; (2) number of dealers and potential purchasers; (3) dealer undertakings to make a market; and (4) the nature of the security and of marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer). The liquidity of Rule 144A securities would be monitored and, if as a result of changed conditions it is determined that a Rule 144A security is no longer liquid, the fund's holdings of illiquid securities would be reviewed to determine what, if any, steps are required to assure that the fund does not invest more than 15% of its net assets in illiquid securities. Investing in Rule 144A securities could have the effect of increasing the amount of the fund's assets invested in illiquid securities if qualified institutional buyers are unwilling to purchase such securities. Warrants The fund may acquire warrants. Warrants can be highly volatile and have no voting rights, pay no dividends, and have no rights with respect to the assets of the corporation issuing them. Warrants basically are options to purchase securities at a specific price valid for a specific period of time. They do not represent ownership of the securities, but only the right to buy them. Warrants differ from call options in that warrants are issued by the issuer of the security which may be purchased on their exercise, whereas call options may be written or issued by anyone. The prices of warrants do not necessarily move parallel to the prices of the underlying securities. Debt Securities Balanced, Blue Chip Growth, Capital Appreciation, Capital Opportunity, Dividend Growth, Equity Income, Financial Services, Global Technology, Growth & Income, Health Sciences, Institutional Large-Cap Value, Institutional Small-Cap Stock, Media & Telecommunications, Mid-Cap Value, New Era, Real Estate, Small-Cap Stock, Small-Cap Value, and Value Funds Debt Obligations Although a majority of the fund's assets are invested in common stocks, the fund may invest in convertible securities, corporate and government debt securities, and preferred stocks which hold the prospect of contributing to the achievement of the fund's objectives. Yields on short-, intermediate-, and long-term securities are dependent on a variety of factors, including the general conditions of the money and bond markets, the size of a particular offering, the maturity of the obligation, and the credit quality and rating of the issuer. Debt securities with longer maturities tend to have higher yields and are generally subject to potentially greater capital appreciation and depreciation than obligations with shorter maturities and lower yields. The market prices of debt securities usually vary, depending upon available yields. An increase in interest rates will generally reduce the value of portfolio investments, and a decline in interest rates will generally increase the value of portfolio investments. The ability of the fund to achieve its investment objective is also dependent on the continuing ability of the issuers of the debt securities in which the fund invests to meet their obligations for the payment of interest and principal when due. The fund's investment program permits it to purchase below investment-grade securities. Since investors generally perceive that there are greater risks associated with investment in lower-quality securities, the yields from such securities normally exceed those obtainable from higher-quality securities. However, the principal value of lower-rated securities generally will fluctuate more widely than higher-quality securities. Lower-quality investments entail a higher risk of default-the nonpayment of interest or principal by the issuer-than higher-quality investments. Such securities are also subject to special risks, discussed below. Although the fund seeks to reduce risk by portfolio diversification, credit analysis, and attention to trends in the economy, industries, and financial markets, such efforts will not eliminate all risk. There can, of course, be no assurance that the fund will achieve its investment objective. After purchase by the fund, a debt security may cease to be rated or its rating may be reduced below the minimum required for purchase by the fund. Neither event will require a sale of such security by the fund. However, T. Rowe Price will consider such events in its determination of whether the fund should continue to hold the security. To the extent that the ratings given by Moody's or S&P may change as a result of changes in such organizations or their rating systems, the fund will attempt to use comparable ratings as standards for investments in accordance with the investment policies contained in the prospectus. 9 Special Risks of High-Yield Investing The fund may invest in low-quality bonds commonly referred to as "junk bonds." Junk bonds are regarded as predominantly speculative with respect to the issuer's continuing ability to meet principal and interest payments. Because investment in low- and lower-medium-quality bonds involves greater investment risk, to the extent the fund invests in such bonds, achievement of its investment objective will be more dependent on T. Rowe Price's credit analysis than would be the case if the fund was investing in higher-quality bonds. High-yield bonds may be more susceptible to real or perceived adverse economic conditions than investment-grade bonds. A projection of an economic downturn, or higher interest rates, for example, could cause a decline in high-yield bond prices because the advent of such events could lessen the ability of highly leveraged issuers to make principal and interest payments on their debt securities. In addition, the secondary trading market for high-yield bonds may be less liquid than the market for higher-grade bonds, which can adversely affect the ability of a fund to dispose of its portfolio securities. Bonds for which there is only a "thin" market can be more difficult to value inasmuch as objective pricing data may be less available and judgment may play a greater role in the valuation process. Fixed-income securities in which the fund may invest include, but are not limited to, those described below. . U.S. Government Obligations Bills, notes, bonds, and other debt securities issued by the U.S. Treasury. These are direct obligations of the U.S. government and differ mainly in the length of their maturities. . U.S. Government Agency Securities Issued or guaranteed by U.S. government-sponsored enterprises and federal agencies. These include securities issued by the Federal National Mortgage Association ("Fannie Mae" or "FNMA"), Government National Mortgage Association ("Ginnie Mae" or "GNMA"), Federal Home Loan Bank, Federal Land Banks, Farmers Home Administration, Banks for Cooperatives, Federal Intermediate Credit Banks, Federal Financing Bank, Farm Credit Banks, the Small Business Association, and the Tennessee Valley Authority. Some of these securities are supported by the full faith and credit of the U.S. Treasury; the remainder are supported only by the credit of the instrumentality, which may or may not include the right of the issuer to borrow from the Treasury. . Bank Obligations Certificates of deposit, banker's acceptances, and other short-term debt obligations. Certificates of deposit are short-term obligations of commercial banks. A banker's acceptance is a time draft drawn on a commercial bank by a borrower, usually in connection with international commercial transactions. Certificates of deposit may have fixed or variable rates. The fund may invest in U.S. banks, foreign branches of U.S. banks, U.S. branches of foreign banks, and foreign branches of foreign banks. . Short-Term Corporate Debt Securities Outstanding nonconvertible corporate debt securities (e.g., bonds and debentures) which have one year or less remaining to maturity. Corporate notes may have fixed, variable, or floating rates. . Commercial Paper and Commercial Notes Short-term promissory notes issued by corporations primarily to finance short-term credit needs. Certain notes may have floating or variable rates and may contain options, exercisable by either the buyer or the seller, that extend or shorten the maturity of the note. . Foreign Government Securities Issued or guaranteed by a foreign government, province, instrumentality, political subdivision, or similar unit thereof. . Savings and Loan Obligations Negotiable certificates of deposit and other short-term debt obligations of savings and loan associations. . Supranational Agencies Securities of certain supranational entities, such as the International Development Bank. When-Issued Securities and Forward Commitment Contracts The price of such securities, which may be expressed in yield terms, is fixed at the time the commitment to purchase is made, but delivery and payment take place at a later date. Normally, the settlement date occurs within 90 days of the purchase for when-issueds, but may be substantially longer for forwards. During the period between purchase and settlement, no payment is made by the fund to the issuer and no interest accrues to the fund. The purchase of these securities will result in a loss if their values decline prior to the settlement 10 date. This could occur, for example, if interest rates increase prior to settlement. The longer the period between purchase and settlement, the greater the risks. At the time the fund makes the commitment to purchase these securities, it will record the transaction and reflect the value of the security in determining its net asset value. The fund will cover these securities by maintaining cash, liquid, high-grade debt securities, or other suitable cover as permitted by the SEC with its custodian bank equal in value to commitments for them during the time between the purchase and the settlement. Therefore, the longer this period, the longer the period during which alternative investment options are not available to the fund (to the extent of the securities used for cover). Such securities either will mature or, if necessary, be sold on or before the settlement date. To the extent the fund remains fully or almost fully invested (in securities with a remaining maturity of more than one year) at the same time it purchases these securities, there will be greater fluctuations in the fund's net asset value than if the fund did not purchase them. Mortgage-Related Securities Balanced Fund Mortgage-related securities in which the fund may invest include, but are not limited to, those described below. . Mortgage-Backed Securities Mortgage-backed securities are securities representing an interest in a pool of mortgages. The mortgages may be of a variety of types, including adjustable rate, conventional 30-year fixed rate, graduated payment, and 15-year. Principal and interest payments made on the mortgages in the underlying mortgage pool are passed through to the fund. This is in contrast to traditional bonds where principal is normally paid back at maturity in a lump sum. Unscheduled prepayments of principal shorten the securities' weighted average life and may lower their total return. (When a mortgage in the underlying mortgage pool is prepaid, an unscheduled principal prepayment is passed through to the fund. This principal is returned to the fund at par. As a result, if a mortgage security were trading at a premium, its total return would be lowered by prepayments, and if a mortgage security were trading at a discount, its total return would be increased by prepayments.) The value of these securities also may change because of changes in the market's perception of the creditworthiness of the federal agency that issued them. In addition, the mortgage securities market in general may be adversely affected by changes in governmental regulation or tax policies. . U.S. Government Agency Mortgage-Backed Securities These are obligations issued or guaranteed by the United States government or one of its agencies or instrumentalities, such as GNMA, FNMA, the Federal Home Loan Mortgage Corporation ("Freddie Mac" or "FHLMC"), and the Federal Agricultural Mortgage Corporation ("Farmer Mac" or "FAMC"). FNMA, FHLMC, and FAMC obligations are not backed by the full faith and credit of the U.S. government as GNMA certificates are, but they are supported by the instrumentality's right to borrow from the United States Treasury. U.S. Government Agency Mortgage-Backed Certificates provide for the pass-through to investors of their pro-rata share of monthly payments (including any prepayments) made by the individual borrowers on the pooled mortgage loans, net of any fees paid to the guarantor of such securities and the servicer of the underlying mortgage loans. Each of GNMA, FNMA, FHLMC, and FAMC guarantees timely distributions of interest to certificate holders. GNMA and FNMA guarantee timely distributions of scheduled principal. FHLMC has in the past guaranteed only the ultimate collection of principal of the underlying mortgage loan; however, FHLMC now issues mortgage-backed securities (FHLMC Gold PCS) which also guarantee timely payment of monthly principal reductions. . Ginnie Mae Certificates Ginnie Mae is a wholly owned corporate instrumentality of the United States within the Department of Housing and Urban Development. The National Housing Act of 1934, as amended (the "Housing Act"), authorizes Ginnie Mae to guarantee the timely payment of the principal of and interest on certificates that are based on and backed by a pool of mortgage loans insured by the Federal Housing Administration under the Housing Act, or Title V of the Housing Act of 1949 ("FHA Loans"), or guaranteed by the Department of Veterans Affairs under the Servicemen's Readjustment Act of 1944, as amended ("VA Loans"), or by pools of other eligible mortgage loans. The Housing Act provides that the full faith and credit of the United States government is pledged to the payment of all amounts that may be required to be paid 11 under any guaranty. In order to meet its obligations under such guaranty, Ginnie Mae is authorized to borrow from the United States Treasury with no limitations as to amount. . Fannie Mae Certificates Fannie Mae is a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act of 1938. FNMA Certificates represent a pro-rata interest in a group of mortgage loans purchased by Fannie Mae. FNMA guarantees the timely payment of principal and interest on the securities it issues. The obligations of FNMA are not backed by the full faith and credit of the U.S. government. . Freddie Mac Certificates Freddie Mac is a corporate instrumentality of the United States created pursuant to the Emergency Home Finance Act of 1970, as amended ("FHLMC Act"). Freddie Mac Certificates represent a pro-rata interest in a group of mortgage loans purchased by Freddie Mac. Freddie Mac guarantees timely payment of interest and principal on certain securities it issues and timely payment of interest and eventual payment of principal on other securities it issues. The obligations of Freddie Mac are obligations solely of Freddie Mac and are not backed by the full faith and credit of the U.S. government. . Farmer Mac Certificates Farmer Mac is a federally chartered instrumentality of the United States established by Title VIII of the Farm Credit Act of 1971, as amended ("Charter Act"). Farmer Mac was chartered primarily to attract new capital for financing of agricultural real estate by making a secondary market in certain qualified agricultural real estate loans. Farmer Mac provides guarantees of timely payment of principal and interest on securities representing interests in, or obligations backed by, pools of mortgages secured by first liens on agricultural real estate. Similar to Fannie Mae and Freddie Mac, Farmer Mac Certificates are not supported by the full faith and credit of the U.S. government; rather, Farmer Mac may borrow from the U.S. Treasury to meet its guaranty obligations. As discussed above, prepayments on the underlying mortgages and their effect upon the rate of return of a mortgage-backed security is the principal investment risk for a purchaser of such securities, like the fund. Over time, any pool of mortgages will experience prepayments due to a variety of factors, including (1) sales of the underlying homes (including foreclosures), (2) refinancings of the underlying mortgages, and (3) increased amortization by the mortgagee. These factors, in turn, depend upon general economic factors, such as level of interest rates and economic growth. Thus, investors normally expect prepayment rates to increase during periods of strong economic growth or declining interest rates, and to decrease in recessions and rising interest rate environments. Accordingly, the life of the mortgage-backed security is likely to be substantially shorter than the stated maturity of the mortgages in the underlying pool. Because of such variation in prepayment rates, it is not possible to predict the life of a particular mortgage-backed security, but FHA statistics indicate that 25- to 30-year single family dwelling mortgages have an average life of approximately 12 years. The majority of Ginnie Mae Certificates are backed by mortgages of this type, and, accordingly, the generally accepted practice treats Ginnie Mae Certificates as 30-year securities which prepay in full in the 12th year. FNMA and Freddie Mac Certificates may have differing prepayment characteristics. Fixed-rate mortgage-backed securities bear a stated "coupon rate" which represents the effective mortgage rate at the time of issuance, less certain fees to GNMA, FNMA, and FHLMC for providing the guarantee, and the issuer for assembling the pool and for passing through monthly payments of interest and principal. Payments to holders of mortgage-backed securities consist of the monthly distributions of interest and principal less the applicable fees. The actual yield to be earned by a holder of mortgage-backed securities is calculated by dividing interest payments by the purchase price paid for the mortgage-backed securities (which may be at a premium or a discount from the face value of the certificate). Monthly distributions of interest, as contrasted to semiannual distributions which are common for other fixed interest investments, have the effect of compounding and thereby raising the effective annual yield earned on mortgage-backed securities. Because of the variation in the life of the pools of mortgages which back various mortgage-backed securities, and because it is impossible to anticipate the rate of interest at which future principal payments may be reinvested, the actual yield earned from a portfolio of mortgage-backed securities will differ significantly from the yield estimated by using an assumption of a certain life for each mortgage-backed security included in such a portfolio as described above. 12 . Collateralized Mortgage Obligations ("CMOs") CMOs are bonds that are collateralized by whole loan mortgages or mortgage pass-through securities. The bonds issued in a CMO deal are divided into groups, and each group of bonds is referred to as a "tranche." Under the traditional CMO structure, the cash flows generated by the mortgages or mortgage pass-through securities in the collateral pool are used to first pay interest and then pay principal to the CMO bondholders. The bonds issued under such a CMO structure are retired sequentially as opposed to the pro-rata return of principal found in traditional pass-through obligations. Subject to the various provisions of individual CMO issues, the cash flow generated by the underlying collateral (to the extent it exceeds the amount required to pay the stated interest) is used to retire the bonds. Under the CMO structure, the repayment of principal among the different tranches is prioritized in accordance with the terms of the particular CMO issuance. The "fastest-pay" tranche of bonds, as specified in the prospectus for the issuance, would initially receive all principal payments. When that tranche of bonds is retired, the next tranche, or tranches, in the sequence, as specified in the prospectus, receive all of the principal payments until they are retired. The sequential retirement of bond groups continues until the last tranche, or group of bonds, is retired. Accordingly, the CMO structure allows the issuer to use cash flows of long maturity, monthly-pay collateral to formulate securities with short, intermediate, and long final maturities and expected average lives. In recent years, new types of CMO tranches have evolved. These include floating-rate CMOs, planned amortization classes, accrual bonds, and CMO residuals. These newer structures affect the amount and timing of principal and interest received by each tranche from the underlying collateral. Under certain of these new structures, given classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages. Therefore, depending on the type of CMOs in which the fund invests, the investment may be subject to a greater or lesser risk of prepayment than other types of mortgage-related securities. The primary risk of any mortgage security is the uncertainty of the timing of cash flows. For CMOs, the primary risk results from the rate of prepayments on the underlying mortgages serving as collateral and from the structure of the deal (priority of the individual tranches). An increase or decrease in prepayment rates (resulting from a decrease or increase in mortgage interest rates) will affect the yield, average life, and price of CMOs. The prices of certain CMOs, depending on their structure and the rate of prepayments, can be volatile. Some CMOs may also not be as liquid as other securities. . U.S. Government Agency Multi-Class Pass-Through Securities Unlike CMOs, U.S. Government Agency Multi-Class Pass-Through Securities, which include FNMA Guaranteed REMIC Pass-Through Certificates and FHLMC Multi-Class Mortgage Participation Certificates, are ownership interests in a pool of Mortgage Assets. Unless the context indicates otherwise, all references herein to CMOs include multi-class pass-through securities. . Multi-Class Residential Mortgage Securities Such securities represent interests in pools of mortgage loans to residential home buyers made by commercial banks, savings and loan associations, or other financial institutions. Unlike GNMA, FNMA, and FHLMC securities, the payment of principal and interest on Multi-Class Residential Mortgage Securities is not guaranteed by the U.S. government or any of its agencies. Accordingly, yields on Multi-Class Residential Mortgage Securities have been historically higher than the yields on U.S. government mortgage securities. However, the risk of loss due to default on such instruments is higher since they are not guaranteed by the U.S. government or its agencies. Additionally, pools of such securities may be divided into senior or subordinated segments. Although subordinated mortgage securities may have a higher yield than senior mortgage securities, the risk of loss of principal is greater because losses on the underlying mortgage loans must be borne by persons holding subordinated securities before those holding senior mortgage securities. . Privately Issued Mortgage-Backed Certificates These are pass-through certificates issued by nongovernmental issuers. Pools of conventional residential or commercial mortgage loans created by such issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government guarantees of payment. Timely payment of interest and principal of these pools is, however, generally supported by various forms of insurance or guarantees, including individual loan, title, pool, and hazard insurance. The insurance and guarantees are issued by government entities, private insurance, or the 13 mortgage poolers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets the fund's quality standards. The fund may buy mortgage-related securities without insurance or guarantees if through an examination of the loan experience and practices of the poolers, the investment manager determines that the securities meet the fund's quality standards. . Stripped Mortgage-Backed Securities These instruments are a type of potentially high-risk derivative. They represent interests in a pool of mortgages, the cash flow of which has been separated into its interest and principal components. Interest only securities ("IOs") receive the interest portion of the cash flow while principal only securities ("POs") receive the principal portion. IOs and POs are usually structured as tranches of a CMO. Stripped Mortgage-Backed Securities may be issued by U.S. government agencies or by private issuers similar to those described above with respect to CMOs and privately issued mortgage-backed certificates. As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. The value of the other mortgage-backed securities described herein, like other debt instruments, will tend to move in the opposite direction compared to interest rates. Under the Code, POs may generate taxable income from the current accrual of original issue discount, without a corresponding distribution of cash to the fund. The cash flows and yields on IO and PO classes are extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets. In the case of IOs, prepayments affect the amount, but not the timing, of cash flows provided to the investor. In contrast, prepayments on the mortgage pool affect the timing, but not the amount, of cash flows received by investors in POs. For example, a rapid or slow rate of principal payments may have a material adverse effect on the prices of IOs or POs, respectively. If the underlying mortgage assets experience greater than anticipated prepayments of principal, an investor may fail to fully recoup his/her initial investment in an IO class of a stripped mortgage-backed security, even if the IO class is rated AAA or Aaa or is derived from a full faith and credit obligation. Conversely, if the underlying mortgage assets experience slower than anticipated prepayments of principal, the price on a PO class will be affected more severely than would be the case with a traditional mortgage-backed security. The staff of the SEC has advised the fund that it believes the fund should treat IOs and POs, other than government-issued IOs or POs backed by fixed-rate mortgages, as illiquid securities and, accordingly, limit its investments in such securities, together with all other illiquid securities, to 15% of the fund's net assets. Under the staff's position, the determination of whether a particular government-issued IO or PO backed by fixed-rate mortgages is liquid may be made on a case by case basis under guidelines and standards established by the fund's Board of Directors/Trustees. The fund's Board of Directors/Trustees has delegated to T. Rowe Price the authority to determine the liquidity of these investments based on the following guidelines: the type of issuer; type of collateral, including age and prepayment characteristics; rate of interest on coupon relative to current market rates and the effect of the rate on the potential for prepayments; complexity of the issue's structure, including the number of tranches; and size of the issue and the number of dealers who make a market in the IO or PO. Asset-Backed Securities The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit support provided to the securities. The rate of principal payment on asset-backed securities generally depends on the rate of principal payments received on the underlying assets, which in turn may be affected by a variety of economic and other factors. As a result, the yield on any asset-backed security is difficult to predict with precision and actual yield to maturity may be more or less than the anticipated yield to maturity. Asset-backed securities may be classified as pass-through certificates or collateralized obligations. Pass-through certificates are asset-backed securities which represent an undivided fractional ownership interest in an underlying pool of assets. Pass-through certificates usually provide for payments of principal and interest received to be passed through to their holders, usually after deduction for certain costs and expenses incurred in administering the pool. 14 Because pass-through certificates represent an ownership interest in the underlying assets, the holders thereof directly bear the risk of any defaults by the obligors on the underlying assets not covered by any credit support. Asset-backed securities issued in the form of debt instruments, also known as collateralized obligations, are generally issued as the debt of a special purpose entity organized solely for the purpose of owning such assets and issuing such debt. Such assets are most often trade, credit card, or automobile receivables. The assets collateralizing such asset-backed securities are pledged to a trustee or custodian for the benefit of the holders thereof. Such issuers generally hold no assets other than those underlying the asset-backed securities and any credit support provided. As a result, although payments on such asset-backed securities are obligations of the issuers, in the event of defaults on the underlying assets not covered by any credit support, the issuing entities are unlikely to have sufficient assets to satisfy their obligations on the related asset-backed securities. Real Estate and REIT Risk Primarily Real Estate Fund (but also any other fund investing in REITs) Investors in the fund may experience many of the same risks involved with investing in real estate directly. These risks include: declines in real estate values, risks related to local or general economic conditions, particularly lack of demand, overbuilding and increased competition, increases in property taxes and operating expenses, changes in zoning laws, heavy cash flow dependency, possible lack of availability of mortgage funds, obsolescence, losses due to natural disasters, condemnation of properties, regulatory limitations on rents and fluctuations in rental income, variations in market rental rates, and possible environmental liabilities. Real Estate Investment Trusts ("REITs") may own real estate properties (Equity REITs) and be subject to these risks directly, or may make or purchase mortgages (Mortgage REITs) and be subject to these risks indirectly through underlying construction, development, and long-term mortgage loans that may default or have payment problems. Equity REITs can be affected by rising interest rates that may cause investors to demand a high annual yield from future distributions which, in turn, could decrease the market prices for the REITs. In addition, rising interest rates also increase the costs of obtaining financing for real estate projects. Since many real estate projects are dependent upon receiving financing, this could cause the value of the Equity REITs in which the fund invests to decline. Mortgage REITs may hold mortgages that the mortgagors elect to prepay during periods of declining interest rates, which may diminish the yield on such REITs. In addition, borrowers may not be able to repay mortgages when due, which could have a negative effect on the fund. Some REITs have relatively small market capitalizations which could increase their volatility. REITs tend to be dependent upon specialized management skills and have limited diversification so they are subject to risks inherent in operating and financing a limited number of properties. In addition, when the fund invests in REITs, a shareholder will bear his proportionate share of fund expenses and indirectly bear similar expenses of the REITs. REITs depend generally on their ability to generate cash flow to make distributions to shareholders. In addition, both Equity and Mortgage REITs are subject to the risks of failing to qualify for tax-free status of income under the Code or failing to maintain exemption from the 1940 Act. PORTFOLIO MANAGEMENT PRACTICES ------------------------------------------------------------------------------- Lending of Portfolio Securities Securities loans are made to broker-dealers, institutional investors, or other persons, pursuant to agreements requiring that the loans be continuously secured by collateral at least equal at all times to the value of the securities lent, marked to market on a daily basis. The collateral received will consist of cash, U.S. government securities, letters of credit, or such other collateral as may be permitted under its investment program. The collateral, in turn, is invested in short-term securities. While the securities are being lent, the fund will 15 continue to receive the equivalent of the interest or dividends paid by the issuer on the securities, as well as a portion of the interest on the investment of the collateral. Normally, the fund employs an agent to implement its securities lending program and the agent receives a fee from the fund for its services. The fund has a right to call each loan and obtain the securities, within such period of time which coincides with the normal settlement period for purchases and sales of such securities in the respective markets. The fund will not have the right to vote on securities while they are being lent, but it will call a loan in anticipation of any important vote. The risks in lending portfolio securities, as with other extensions of secured credit, consist of a possible default by the borrower, delay in receiving additional collateral or in the recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. Loans will only be made to firms deemed by T. Rowe Price to be of good standing and will not be made unless, in the judgment of T. Rowe Price, the consideration to be earned from such loans would justify the risk. Additionally, the fund bears the risk that the reinvestment of collateral will result in a principal loss. Finally, there is also the risk that the price of the securities will increase while they are on loan and the collateral will not adequately cover their value. Interfund Borrowing and Lending The fund is a party to an exemptive order received from the SEC on December 8, 1998, amended on November 23, 1999, that permits it to borrow money from and/or lend money to other funds in the T. Rowe Price complex ("Price Funds"). All loans are set at an interest rate between the rates charged on overnight repurchase agreements and short-term bank loans. All loans are subject to numerous conditions designed to ensure fair and equitable treatment of all participating funds. The program is subject to the oversight and periodic review of the Boards of Directors of the Price Funds. Repurchase Agreements The fund may enter into a repurchase agreement through which an investor (such as the fund) purchases a security (known as the "underlying security") from a well-established securities dealer or a bank that is a member of the Federal Reserve System. Any such dealer or bank will be on T. Rowe Price's approved list. At that time, the bank or securities dealer agrees to repurchase the underlying security at the same price, plus specified interest. Repurchase agreements are generally for a short period of time, often less than a week. Repurchase agreements which do not provide for payment within seven days will be treated as illiquid securities. The fund will only enter into repurchase agreements where (1) the underlying securities are of the type (excluding maturity limitations) which the fund's investment guidelines would allow it to purchase directly, (2) the market value of the underlying security, including interest accrued, will be at all times equal to or exceed the value of the repurchase agreement, and (3) payment for the underlying security is made only upon physical delivery or evidence of book-entry transfer to the account of the custodian or a bank acting as agent. In the event of a bankruptcy or other default of a seller of a repurchase agreement, the fund could experience both delays in liquidating the underlying security and losses, including: (a) possible decline in the value of the underlying security during the period while the fund seeks to enforce its rights thereto; (b) possible subnormal levels of income and lack of access to income during this period; and (c) expenses of enforcing its rights. Reverse Repurchase Agreements Although the fund has no current intention of engaging in reverse repurchase agreements, the fund reserves the right to do so. Reverse repurchase agreements are ordinary repurchase agreements in which a fund is the seller of, rather than the investor in, securities, and agrees to repurchase them at an agreed upon time and price. Use of a reverse repurchase agreement may be preferable to a regular sale and later repurchase of the securities because it avoids certain market risks and transaction costs. A reverse repurchase agreement may be viewed as a type of borrowing by the fund, subject to Investment Restriction (1). (See "Investment Restrictions.") Money Market Reserves It is expected that the fund will invest its cash reserves primarily in one or more money market funds established for the exclusive use of the T. Rowe Price family of mutual funds and other clients of T. Rowe . Price. Currently, two such money market funds are in operation: T. Rowe Price Reserve Investment Fund 16 ("RIF") and T. Rowe Price Government Reserve Investment Fund ("GRF"), each a series of the T. Rowe Price Reserve Investment Funds, Inc. . Additional series may be created in the future. These funds were created and operate under an Exemptive Order issued by the SEC (Investment Company Act Release No. IC-22770, July 29, 1997). Both funds must comply with the requirements of Rule 2a-7 under the 1940 Act governing money market funds. The RIF invests at least 95% of its total assets in prime money market instruments receiving the highest credit rating. The GRF invests primarily in a portfolio of U.S. government-backed securities, primarily U.S. Treasuries, and repurchase agreements thereon. The RIF and GRF provide a very efficient means of managing the cash reserves of the fund. While neither RIF nor GRF pays an advisory fee to the Investment Manager, they will incur other expenses. However, the RIF and GRF are expected by T. Rowe Price to operate at very low expense ratios. The fund will only invest in RIF or GRF to the extent it is consistent with its objective and program. Neither fund is insured or guaranteed by the FDIC or any other government agency. Although the funds seek to maintain a stable net asset value of $1.00 per share, it is possible to lose money by investing in them. All funds except Equity Index 500, Extended Equity Market Index, and Total Equity Market Index Funds Options Options are a type of potentially high-risk derivative. Writing Covered Call Options The fund may write (sell) American or European style "covered" call options and purchase options to close out options previously written by the fund. In writing covered call options, the fund expects to generate additional premium income which should serve to enhance the fund's total return and reduce the effect of any price decline of the security or currency involved in the option. Covered call options will generally be written on securities or currencies which, in T. Rowe Price's opinion, are not expected to have any major price increases or moves in the near future but which, over the long term, are deemed to be attractive investments for the fund. A call option gives the holder (buyer) the right to purchase, and the writer (seller) has the obligation to sell, a security or currency at a specified price (the exercise price) at expiration of the option (European style) or at any time until a certain date (the expiration date) (American style). So long as the obligation of the writer of a call option continues, he may be assigned an exercise notice by the broker-dealer through whom such option was sold, requiring him to deliver the underlying security or currency against payment of the exercise price. This obligation terminates upon the expiration of the call option, or such earlier time at which the writer effects a closing purchase transaction by repurchasing an option identical to that previously sold. To secure his obligation to deliver the underlying security or currency in the case of a call option, a writer is required to deposit in escrow the underlying security or currency or other assets in accordance with the rules of a clearing corporation. The fund generally will write only covered call options. This means that the fund will either own the security or currency subject to the option or an option to purchase the same underlying security or currency having an exercise price equal to or less than the exercise price of the "covered" option. From time to time, the fund will write a call option that is not covered as indicated above but where the fund will establish and maintain with its custodian for the term of the option, an account consisting of cash, U.S. government securities, other liquid high-grade debt obligations, or other suitable cover as permitted by the SEC having a value equal to the fluctuating market value of the optioned securities or currencies. While such an option would be "covered" with sufficient collateral to satisfy SEC prohibitions on issuing senior securities, this type of strategy would expose the fund to the risks of writing uncovered options. Portfolio securities or currencies on which call options may be written will be purchased solely on the basis of investment considerations consistent with the fund's investment objective. The writing of covered call options 17 is a conservative investment technique believed to involve relatively little risk (in contrast to the writing of naked or uncovered options, which the fund generally will not do), but capable of enhancing the fund's total return. When writing a covered call option, a fund, in return for the premium, gives up the opportunity for profit from a price increase in the underlying security or currency above the exercise price, but conversely retains the risk of loss should the price of the security or currency decline. Unlike one who owns securities or currencies not subject to an option, the fund has no control over when it may be required to sell the underlying securities or currencies, since it may be assigned an exercise notice at any time prior to the expiration of its obligation as a writer. If a call option which the fund has written expires, the fund will realize a gain in the amount of the premium; however, such gain may be offset by a decline in the market value of the underlying security or currency during the option period. If the call option is exercised, the fund will realize a gain or loss from the sale of the underlying security or currency. The fund does not consider a security or currency covered by a call to be "pledged" as that term is used in the fund's policy which limits the pledging or mortgaging of its assets. If the fund writes an uncovered option as described above, it will bear the risk of having to purchase the security subject to the option at a price higher than the exercise price of the option. As the price of a security could appreciate substantially, the fund's loss could be significant. The premium received is the market value of an option. The premium the fund will receive from writing a call option will reflect, among other things, the current market price of the underlying security or currency, the relationship of the exercise price to such market price, the historical price volatility of the underlying security or currency, and the length of the option period. Once the decision to write a call option has been made, T. Rowe Price, in determining whether a particular call option should be written on a particular security or currency, will consider the reasonableness of the anticipated premium and the likelihood that a liquid secondary market will exist for those options. The premium received by the fund for writing covered call options will be recorded as a liability of the fund. This liability will be adjusted daily to the option's current market value, which will be the latest sale price on its primary exchange at the time at which the net asset value per share of the fund is computed (close of the New York Stock Exchange), or, in the absence of such sale, the mean of closing bid and ask prices. The option will be terminated upon expiration of the option, the purchase of an identical option in a closing transaction, or delivery of the underlying security or currency upon the exercise of the option. Closing transactions will be effected in order to realize a profit on an outstanding call option, to prevent an underlying security or currency from being called, or to permit the sale of the underlying security or currency. Furthermore, effecting a closing transaction will permit the fund to write another call option on the underlying security or currency with either a different exercise price or expiration date or both. If the fund desires to sell a particular security or currency from its portfolio on which it has written a call option, or purchased a put option, it will seek to effect a closing transaction prior to, or concurrently with, the sale of the security or currency. There is, of course, no assurance that the fund will be able to effect such closing transactions at favorable prices. If the fund cannot enter into such a transaction, it may be required to hold a security or currency that it might otherwise have sold. When the fund writes a covered call option, it runs the risk of not being able to participate in the appreciation of the underlying securities or currencies above the exercise price, as well as the risk of being required to hold on to securities or currencies that are depreciating in value. This could result in higher transaction costs. The fund will pay transaction costs in connection with the writing of options to close out previously written options. Such transaction costs are normally higher than those applicable to purchases and sales of portfolio securities. Call options written by the fund will normally have expiration dates of less than nine months from the date written. The exercise price of the options may be below, equal to, or above the current market values of the underlying securities or currencies at the time the options are written. From time to time, the fund may purchase an underlying security or currency for delivery in accordance with an exercise notice of a call option assigned to it, rather than delivering such security or currency from its portfolio. In such cases, additional costs may be incurred. The fund will realize a profit or loss from a closing purchase transaction if the cost of the transaction is less or more than the premium received from the writing of the option. Because increases in the market price of a call option will generally reflect increases in the market price of the underlying security or currency, any loss 18 resulting from the repurchase of a call option is likely to be offset in whole or in part by appreciation of the underlying security or currency owned by the fund. The fund will not write a covered call option if, as a result, the aggregate market value of all portfolio securities or currencies covering written call or put options exceeds 25% of the market value of the fund's total assets. In calculating the 25% limit, the fund will offset the value of securities underlying purchased calls and puts on identical securities or currencies with identical maturity dates. Writing Covered Put Options The fund may write American or European style covered put options and purchase options to close out options previously written by the fund. A put option gives the purchaser of the option the right to sell, and the writer (seller) has the obligation to buy, the underlying security or currency at the exercise price during the option period (American style) or at the expiration of the option (European style). So long as the obligation of the writer continues, he may be assigned an exercise notice by the broker-dealer through whom such option was sold, requiring him to make payment to the exercise price against delivery of the underlying security or currency. The operation of put options in other respects, including their related risks and rewards, is substantially identical to that of call options. The fund would write put options only on a covered basis. This means that the fund would maintain in a segregated account cash, U.S. government securities, other liquid high-grade debt obligations, or other suitable cover as determined by the SEC, in an amount not less than the exercise price. Alternatively, the fund will own an option to sell the underlying security or currency subject to the option having an exercise price equal to or greater than the exercise price of the "covered" option at all times while the put option is outstanding. (The rules of a clearing corporation currently require that such assets be deposited in escrow to secure payment of the exercise price.) The fund would generally write covered put options in circumstances where T. Rowe Price wishes to purchase the underlying security or currency for the fund's portfolio at a price lower than the current market price of the security or currency. In such event the fund would write a put option at an exercise price which, reduced by the premium received on the option, reflects the lower price it is willing to pay. Since the fund would also receive interest on debt securities or currencies maintained to cover the exercise price of the option, this technique could be used to enhance current return during periods of market uncertainty. The risk in such a transaction would be that the market price of the underlying security or currency would decline below the exercise price less the premiums received. Such a decline could be substantial and result in a significant loss to the fund. In addition, the fund, because it does not own the specific securities or currencies which it may be required to purchase in exercise of the put, cannot benefit from appreciation, if any, with respect to such specific securities or currencies. The fund will not write a covered put option if, as a result, the aggregate market value of all portfolio securities or currencies covering put or call options exceeds 25% of the market value of the fund's total assets. In calculating the 25% limit, the fund will offset the value of securities underlying purchased puts and calls on identical securities or currencies with identical maturity dates. The premium received by the fund for writing covered put options will be recorded as a liability of the fund. This liability will be adjusted daily to the option's current market value, which will be the latest sale price on its primary exchange at the time at which the net asset value per share of the fund is computed (close of the New York Stock Exchange), or, in the absence of such sale, the mean of the closing bid and ask prices. Purchasing Put Options The fund may purchase American or European style put options. As the holder of a put option, the fund has the right to sell the underlying security or currency at the exercise price at any time during the option period (American style) or at the expiration of the option (European style). The fund may enter into closing sale transactions with respect to such options, exercise them, or permit them to expire. The fund may purchase put options for defensive purposes in order to protect against an anticipated decline in the value of its securities or currencies. An example of such use of put options is provided next. 19 The fund may purchase a put option on an underlying security or currency (a "protective put") owned by the fund as a defensive technique in order to protect against an anticipated decline in the value of the security or currency. Such hedge protection is provided only during the life of the put option when the fund, as the holder of the put option, is able to sell the underlying security or currency at the put exercise price regardless of any decline in the underlying security's market price or currency's exchange value. For example, a put option may be purchased in order to protect unrealized appreciation of a security or currency where T. Rowe Price deems it desirable to continue to hold the security or currency because of tax considerations. The premium paid for the put option and any transaction costs would reduce any capital gain otherwise available for distribution when the security or currency is eventually sold. The fund may also purchase put options at a time when the fund does not own the underlying security or currency. By purchasing put options on a security or currency it does not own, the fund seeks to benefit from a decline in the market price of the underlying security or currency. If the put option is not sold when it has remaining value, and if the market price of the underlying security or currency remains equal to or greater than the exercise price during the life of the put option, the fund will lose its entire investment in the put option. In order for the purchase of a put option to be profitable, the market price of the underlying security or currency must decline sufficiently below the exercise price to cover the premium and transaction costs, unless the put option is sold in a closing sale transaction. The fund will not commit more than 5% of its assets to premiums when purchasing put and call options. The premium paid by the fund when purchasing a put option will be recorded as an asset of the fund in the portfolio of investments. This asset will be adjusted daily to the option's current market value, which will be the latest sale price on its primary exchange at the time at which the net asset value per share of the fund is computed (close of New York Stock Exchange), or, in the absence of such sale, the mean of closing bid and ask prices. This asset will be terminated upon expiration of the option, the selling (writing) of an identical option in a closing transaction, or the delivery of the underlying security or currency upon the exercise of the option. Purchasing Call Options The fund may purchase American or European style call options. As the holder of a call option, the fund has the right to purchase the underlying security or currency at the exercise price at any time during the option period (American style) or at the expiration of the option (European style). The fund may enter into closing sale transactions with respect to such options, exercise them, or permit them to expire. The fund may purchase call options for the purpose of increasing its current return or avoiding tax consequences which could reduce its current return. The fund may also purchase call options in order to acquire the underlying securities or currencies. Examples of such uses of call options are provided next. Call options may be purchased by the fund for the purpose of acquiring the underlying securities or currencies for its portfolio. Utilized in this fashion, the purchase of call options enables the fund to acquire the securities or currencies at the exercise price of the call option plus the premium paid. At times the net cost of acquiring securities or currencies in this manner may be less than the cost of acquiring the securities or currencies directly. This technique may also be useful to the fund in purchasing a large block of securities or currencies that would be more difficult to acquire by direct market purchases. So long as it holds such a call option rather than the underlying security or currency itself, the fund is partially protected from any unexpected decline in the market price of the underlying security or currency and in such event could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option. The fund may also purchase call options on underlying securities or currencies it owns in order to protect unrealized gains on call options previously written by it. A call option would be purchased for this purpose where tax considerations make it inadvisable to realize such gains through a closing purchase transaction. Call options may also be purchased at times to avoid realizing losses. The fund will not commit more than 5% of its assets to premiums when purchasing call and put options. The premium paid by the fund when purchasing a call option will be recorded as an asset of the fund in the portfolio of investments. This asset will be adjusted daily to the option's current market value, which will be the 20 latest sale price on its primary exchange at the time at which the net asset value per share of the fund is computed (close of New York Stock Exchange), or, in the absence of such sale, the mean of closing bid and ask prices. Dealer (Over-the-Counter) Options The fund may engage in transactions involving dealer options. Certain risks are specific to dealer options. While the fund would look to a clearing corporation to exercise exchange-traded options, if the fund were to purchase a dealer option, it would rely on the dealer from whom it purchased the option to perform if the option were exercised. Failure by the dealer to do so would result in the loss of the premium paid by the fund as well as loss of the expected benefit of the transaction. Exchange-traded options generally have a continuous liquid market while dealer options have none. Consequently, the fund will generally be able to realize the value of a dealer option it has purchased only by exercising it or reselling it to the dealer who issued it. Similarly, when the fund writes a dealer option, it generally will be able to close out the option prior to its expiration only by entering into a closing purchase transaction with the dealer to which the fund originally wrote the option. While the fund will seek to enter into dealer options only with dealers who will agree to and which are expected to be capable of entering into closing transactions with the fund, there can be no assurance that the fund will be able to liquidate a dealer option at a favorable price at any time prior to expiration. Until the fund, as a covered dealer call option writer, is able to effect a closing purchase transaction, it will not be able to liquidate securities (or other assets) or currencies used as cover until the option expires or is exercised. In the event of insolvency of the counter party, the fund may be unable to liquidate a dealer option. With respect to options written by the fund, the inability to enter into a closing transaction may result in material losses to the fund. For example, since the fund must maintain a secured position with respect to any call option on a security it writes, the fund may not sell the assets which it has segregated to secure the position while it is obligated under the option. This requirement may impair a fund's ability to sell portfolio securities or currencies at a time when such sale might be advantageous. The staff of the SEC has taken the position that purchased dealer options and the assets used to secure the written dealer options are illiquid securities. The fund may treat the cover used for written Over-the-Counter ("OTC") options as liquid if the dealer agrees that the fund may repurchase the OTC option it has written for a maximum price to be calculated by a predetermined formula. In such cases, the OTC option would be considered illiquid only to the extent the maximum repurchase price under the formula exceeds the intrinsic value of the option. Equity Index 500, Extended Equity Market Index, and Total Equity Market Index Funds Options Options are a type of potentially high-risk derivative. The only option activity the funds currently may engage in is the purchase of S&P 500 call options for the Equity Index 500 Fund, or the purchases of call options on any indices that may be consistent with the investment programs for the Extended Equity Market Index and Total Equity Market Index Funds. Such activity is subject to the same risks described above under "Purchasing Call Options." However, the funds reserve the right to engage in other options activity. All funds Futures Contracts Futures contracts are a type of potentially high-risk derivative. Transactions in Futures The fund may enter into futures contracts including stock index, interest rate, and currency futures ("futures" or "futures contracts"). 21 The New Era Fund may also enter into futures contracts on commodities related to the types of companies in which it invests, such as oil and gold futures. The Equity Index 500, Extended Equity Market Index, and Total Equity Market Index Funds may only enter into stock index futures which are appropriate for their investment programs to provide an efficient means of maintaining liquidity while being invested in the market, to facilitate trading, or to reduce transaction costs. They will not use futures for hedging purposes. Otherwise the nature of such futures and the regulatory limitations and risks to which they are subject are the same as those described below. Stock index futures contracts may be used to provide a hedge for a portion of the fund's portfolio, as a cash management tool, or as an efficient way for T. Rowe Price to implement either an increase or decrease in portfolio market exposure in response to changing market conditions. The fund may purchase or sell futures contracts with respect to any stock index. Nevertheless, to hedge the fund's portfolio successfully, the fund must sell futures contracts with respect to indices or subindices whose movements will have a significant correlation with movements in the prices of the fund's portfolio securities. Interest rate or currency futures contracts may be used as a hedge against changes in prevailing levels of interest rates or currency exchange rates in order to establish more definitely the effective return on securities or currencies held or intended to be acquired by the fund. In this regard, the fund could sell interest rate or currency futures as an offset against the effect of expected increases in interest rates or currency exchange rates and purchase such futures as an offset against the effect of expected declines in interest rates or currency exchange rates. The fund will enter into futures contracts which are traded on national or foreign futures exchanges and are standardized as to maturity date and underlying financial instrument. Futures exchanges and trading in the United States are regulated under the Commodity Exchange Act by the CFTC. Although techniques other than the sale and purchase of futures contracts could be used for the above-referenced purposes, futures contracts offer an effective and relatively low cost means of implementing the fund's objectives in these areas. Regulatory Limitations If the fund purchases or sells futures contracts or related options which do not qualify as bona fide hedging under applicable CFTC rules, the aggregate initial margin deposits and premium required to establish those positions cannot exceed 5% of the liquidation value of the fund after taking into account unrealized profits and unrealized losses on any such contracts it has entered into, provided, however, that in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in calculating the 5% limitation. For purposes of this policy, options on futures contracts and foreign currency options traded on a commodities exchange will be considered "related options." This policy may be modified by the Board of Directors without a shareholder vote and does not limit the percentage of the fund's assets at risk to 5%. In instances involving the purchase of futures contracts or the writing of call or put options thereon by the fund, an amount of cash, liquid assets, or other suitable cover as permitted by the SEC, equal to the market value of the futures contracts and options thereon (less any related margin deposits), will be identified by the fund to cover the position, or alternative cover (such as owning an offsetting position) will be employed. Assets used as cover or held in an identified account cannot be sold while the position in the corresponding option or future is open, unless they are replaced with similar assets. As a result, the commitment of a large portion of a fund's assets to cover or identified accounts could impede portfolio management or the fund's ability to meet redemption requests or other current obligations. If the CFTC or other regulatory authorities adopt different (including less stringent) or additional restrictions, the fund would comply with such new restrictions. Trading in Futures Contracts A futures contract provides for the future sale by one party and purchase by another party of a specified amount of a specific financial instrument (e.g., units of a stock index) for a specified price, date, time, and place designated at the time the contract is made. Brokerage fees are incurred when a futures contract is bought or sold and margin deposits must be maintained. Entering into a contract to buy is commonly referred 22 to as buying or purchasing a contract or holding a long position. Entering into a contract to sell is commonly referred to as selling a contract or holding a short position. Unlike when the fund purchases or sells a security, no price would be paid or received by the fund upon the purchase or sale of a futures contract. Upon entering into a futures contract, and to maintain the fund's open positions in futures contracts, the fund would be required to deposit with its custodian in a segregated account in the name of the futures broker an amount of cash or liquid assets known as "initial margin." The margin required for a particular futures contract is set by the exchange on which the contract is traded, and may be significantly modified from time to time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margins that may range upward from less than 5% of the value of the contract being traded. Financial futures are valued daily at closing settlement prices. If the price of an open futures contract changes (by increase in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy margin requirements, the broker will require a payment by the fund ("variation margin") to restore the margin account to the amount of the initial margin. Subsequent payments ("mark-to-market payments") to and from the futures broker, are made on a daily basis as the price of the underlying assets fluctuate, making the long and short positions in the futures contract more or less valuable. If the value of the open futures position increases in the case of a sale or decreases in the case of a purchase, the fund will pay the amount of the daily change in value to the broker. However, if the value of the open futures position decreases in the case of a sale or increases in the case of a purchase, the broker will pay the amount of the daily change in value to the fund. Although certain futures contracts, by their terms, require actual future delivery of and payment for the underlying instruments, in practice most futures contracts are usually closed out before the delivery date. Closing out an open futures contract purchase or sale is effected by entering into an offsetting futures contract sale or purchase, respectively, for the same aggregate amount of the identical securities and the same delivery date. If the offsetting purchase price is less than the original sale price, the fund realizes a gain; if it is more, the fund realizes a loss. Conversely, if the offsetting sale price is more than the original purchase price, the fund realizes a gain; if it is less, the fund realizes a loss. The transaction costs must also be included in these calculations. There can be no assurance, however, that the fund will be able to enter into an offsetting transaction with respect to a particular futures contract at a particular time. If the fund is not able to enter into an offsetting transaction, the fund will continue to be required to maintain the margin deposits on the futures contract. For example, the S&P 500 Stock Index is made up of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The S&P 500 Index assigns relative weightings to the common stocks included in the Index, and the Index fluctuates with changes in the market values of those common stocks. In the case of futures contracts on the S&P 500 Index, the contracts are to buy or sell 250 units. Thus, if the value of the S&P 500 Index were $150, one contract would be worth $37,500 (250 units x $150). The stock index futures contract specifies that no delivery of the actual stocks making up the index will take place. Instead, settlement in cash occurs. Over the life of the contract, the gain or loss realized by the fund will equal the difference between the purchase (or sale) price of the contract and the price at which the contract is terminated. For example, if the fund enters into a futures contract to buy 250 units of the S&P 500 Index at a specified future date at a contract price of $150 and the S&P 500 Index is at $154 on that future date, the fund will gain $1,000 (250 units x gain of $4). If the fund enters into a futures contract to sell 250 units of the stock index at a specified future date at a contract price of $150 and the S&P 500 Index is at $152 on that future date, the fund will lose $500 (250 units x loss of $2). Special Risks of Transactions in Futures Contracts . Volatility and Leverage The prices of futures contracts are volatile and are influenced, among other things, by actual and anticipated changes in the market and interest rates, which in turn are affected by fiscal and monetary policies and national and international political and economic events. 23 Most United States futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day's settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of futures contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses. Margin deposits required on futures trading are low. As a result, a relatively small price movement in a futures contract may result in immediate and substantial loss, as well as gain, to the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit, if the contract were closed out. Thus, a purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract. . Liquidity The fund may elect to close some or all of its futures positions at any time prior to their expiration. The fund would do so to reduce exposure represented by long futures positions or short futures positions. The fund may close its positions by taking opposite positions which would operate to terminate the fund's position in the futures contracts. Final determinations of mark-to-market payments would then be made, additional cash would be required to be paid by or released to the fund, and the fund would realize a loss or a gain. Futures contracts may be closed out only on the exchange or board of trade where the contracts were initially traded. Although the fund intends to purchase or sell futures contracts only on exchanges or boards of trade where there appears to be an active market, there is no assurance that a liquid market on an exchange or board of trade will exist for any particular contract at any particular time. In such event, it might not be possible to close a futures contract, and in the event of adverse price movements, the fund would continue to be required to make daily mark-to-market and variation margin payments. However, in the event futures contracts have been used to hedge the underlying instruments, the fund would continue to hold the underlying instruments subject to the hedge until the futures contracts could be terminated. In such circumstances, an increase in the price of underlying instruments, if any, might partially or completely offset losses on the futures contract. However, as described next, there is no guarantee that the price of the underlying instruments will, in fact, correlate with the price movements in the futures contract and thus provide an offset to losses on a futures contract. . Hedging Risk A decision of whether, when, and how to hedge involves skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of unexpected market or economic events. There are several risks in connection with the use by the fund of futures contracts as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and movements in the prices of the underlying instruments which are the subject of the hedge. T. Rowe Price will, however, attempt to reduce this risk by entering into futures contracts whose movements, in its judgment, will have a significant correlation with movements in the prices of the fund's underlying instruments sought to be hedged. Successful use of futures contracts by the fund for hedging purposes is also subject to T. Rowe Price's ability to correctly predict movements in the direction of the market. It is possible that, when the fund has sold futures to hedge its portfolio against a decline in the market, the index, indices, or instruments underlying futures might advance and the value of the underlying instruments held in the fund's portfolio might decline. If this were to occur, the fund would lose money on the futures and also would experience a decline in value in its underlying instruments. However, while this might occur to a certain degree, T. Rowe Price believes that over time the value of the fund's portfolio will tend to move in the same direction as the market indices used to hedge the portfolio. It is also possible that, if the fund were to hedge against the possibility of a decline in the market (adversely affecting the underlying instruments held in its portfolio) and prices instead increased, the 24 fund would lose part or all of the benefit of increased value of those underlying instruments that it had hedged, because it would have offsetting losses in its futures positions. In addition, in such situations, if the fund had insufficient cash, it might have to sell underlying instruments to meet daily mark-to-market and variation margin requirements. Such sales of underlying instruments might be, but would not necessarily be, at increased prices (which would reflect the rising market). The fund might have to sell underlying instruments at a time when it would be disadvantageous to do so. In addition to the possibility that there might be an imperfect correlation, or no correlation at all, between price movements in the futures contracts and the portion of the portfolio being hedged, the price movements of futures contracts might not correlate perfectly with price movements in the underlying instruments due to certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors might close futures contracts through offsetting transactions, which could distort the normal relationship between the underlying instruments and futures markets. Second, the margin requirements in the futures market are less onerous than margin requirements in the securities markets and, as a result, the futures market might attract more speculators than the securities markets. Increased participation by speculators in the futures market might also cause temporary price distortions. Due to the possibility of price distortion in the futures market and also because of imperfect correlation between price movements in the underlying instruments and movements in the prices of futures contracts, even a correct forecast of general market trends by T. Rowe Price might not result in a successful hedging transaction over a very short time period. Options on Futures Contracts The fund may purchase and sell options on the same types of futures in which it may invest. Options (another type of potentially high-risk derivative) on futures are similar to options on underlying instruments except that options on futures give the purchaser the right, in return for the premium paid, to assume a position in a futures contract (a long position if the option is a call and a short position if the option is a put), rather than to purchase or sell the futures contract, at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by the delivery of the accumulated balance in the writer's futures margin account which represents the amount by which the market price of the futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the futures contract. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid. Options on futures contracts are valued daily at the last sale price on its primary exchange at the time of which the net asset value per share of the fund is computed (close of New York Stock Exchange), or in the absence of such sale, the mean of closing bid and ask prices. As an alternative to writing or purchasing call and put options on stock index futures, the fund may write or purchase call and put options on financial indices. Such options would be used in a manner similar to the use of options on futures contracts. From time to time, a single order to purchase or sell futures contracts (or options thereon) may be made on behalf of the fund and other T. Rowe Price funds. Such aggregated orders would be allocated among the funds and the other T. Rowe Price funds in a fair and nondiscriminatory manner. Special Risks of Transactions in Options on Futures Contracts The risks described under "Special Risks of Transactions in Futures Contracts" are substantially the same as the risks of using options on futures. If the fund were to write an option on a futures contract, it would be required to deposit and maintain initial and variation margin in the same manner as a regular futures contract. In addition, where the fund seeks to close out an option position by writing or buying an offsetting option covering the same index, underlying instrument, or contract and having the same exercise price and expiration date, its ability to establish and close out positions on such options will be subject to the maintenance of a liquid secondary market. Reasons for the absence of a liquid secondary market on an exchange include the following: (1) there may be insufficient trading interest in certain options; (2) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (3) trading halts, 25 suspensions, or other restrictions may be imposed with respect to particular classes or series of options, or underlying instruments; (4) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (5) the facilities of an exchange or a clearing corporation may not at all times be adequate to handle current trading volume; or (6) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in the class or series of options) would cease to exist, although outstanding options on the exchange that had been issued by a clearing corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms. There is no assurance that higher than anticipated trading activity or other unforeseen events might not, at times, render certain of the facilities of any of the clearing corporations inadequate, and thereby result in the institution by an exchange of special procedures which may interfere with the timely execution of customers' orders. Additional Futures and Options Contracts Although the fund has no current intention of engaging in futures or options transactions other than those described above, it reserves the right to do so. Such futures and options trading might involve risks which differ from those involved in the futures and options described above. Foreign Futures and Options Participation in foreign futures and foreign options transactions involves the execution and clearing of trades on or subject to the rules of a foreign board of trade. Neither the National Futures Association nor any domestic exchange regulates activities of any foreign boards of trade, including the execution, delivery, and clearing of transactions, or has the power to compel enforcement of the rules of a foreign board of trade or any applicable foreign law. This is true even if the exchange is formally linked to a domestic market so that a position taken on the market may be liquidated by a transaction on another market. Moreover, such laws or regulations will vary depending on the foreign country in which the foreign futures or foreign options transaction occurs. For these reasons, when the fund trades foreign futures or foreign options contracts, it may not be afforded certain of the protective measures provided by the Commodity Exchange Act, the CFTC's regulations, and the rules of the National Futures Association and any domestic exchange, including the right to use reparations proceedings before the CFTC and arbitration proceedings provided by the National Futures Association or any domestic futures exchange. In particular, funds received from the fund for foreign futures or foreign options transactions may not be provided the same protections as funds received for transactions on United States futures exchanges. In addition, the price of any foreign futures or foreign options contract and, therefore, the potential profit and loss thereon may be affected by any variance in the foreign exchange rate between the time the fund's order is placed and the time it is liquidated, offset, or exercised. All funds except Equity Index 500, Extended Equity Market Index, and Total Equity Market Index Funds Foreign Currency Transactions A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are principally traded in the interbank market conducted directly between currency traders (usually large, commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades. The fund may enter into forward contracts for a variety of purposes in connection with the management of the foreign securities portion of its portfolio. The fund's use of such contracts would include, but not be limited to, the following: First, when the fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, it may desire to "lock in" the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of foreign currency involved in the underlying security transactions, the fund will be able to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date the security is purchased or sold and the date on which payment is made or received. 26 Second, when T. Rowe Price believes that one currency may experience a substantial movement against another currency, including the U.S. dollar, it may enter into a forward contract to sell or buy the amount of the former foreign currency, approximating the value of some or all of the fund's portfolio securities denominated in such foreign currency. Alternatively, where appropriate, the fund may hedge all or part of its foreign currency exposure through the use of a basket of currencies or a proxy currency where such currency or currencies act as an effective proxy for other currencies. In such a case, the fund may enter into a forward contract where the amount of the foreign currency to be sold exceeds the value of the securities denominated in such currency. The use of this basket hedging technique may be more efficient and economical than entering into separate forward contracts for each currency held in the fund. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movement is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Under normal circumstances, consideration of the prospect for relative currency values will be incorporated into the longer-term investment decisions made with regard to overall diversification strategies. However, T. Rowe Price believes that it is important to have the flexibility to enter into such forward contracts when it determines that the best interest of the fund will be served. The fund may enter into forward contacts for any other purpose consistent with the fund's investment objective and program. However, the fund will not enter into a forward contract, or maintain exposure to any such contract(s), if the amount of foreign currency required to be delivered thereunder would exceed the fund's holdings of liquid, high-grade debt securities, currency available for cover of the forward contract(s), or other suitable cover as permitted by the SEC. In determining the amount to be delivered under a contract, the fund may net offsetting positions. At the maturity of a forward contract, the fund may sell the portfolio security and make delivery of the foreign currency, or it may retain the security and either extend the maturity of the forward contract (by "rolling" that contract forward) or may initiate a new forward contract. If the fund retains the portfolio security and engages in an offsetting transaction, the fund will incur a gain or a loss (as described below) to the extent that there has been movement in forward contract prices. If the fund engages in an offsetting transaction, it may subsequently enter into a new forward contract to sell the foreign currency. Should forward prices decline during the period between the fund's entering into a forward contract for the sale of a foreign currency and the date it enters into an offsetting contract for the purchase of the foreign currency, the fund will realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward prices increase, the fund will suffer a loss to the extent the price of the currency it has agreed to purchase exceeds the price of the currency it has agreed to sell. The fund's dealing in forward foreign currency exchange contracts will generally be limited to the transactions described above. However, the fund reserves the right to enter into forward foreign currency contracts for different purposes and under different circumstances. Of course, the fund is not required to enter into forward contracts with regard to its foreign currency-denominated securities and will not do so unless deemed appropriate by T. Rowe Price. It also should be realized that this method of hedging against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange at a future date. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time, they tend to limit any potential gain which might result from an increase in the value of that currency. Although the fund values its assets daily in terms of U.S. dollars, it does not intend to convert its holdings of foreign currencies into U.S. dollars on a daily basis. It will do so from time to time, and there are costs associated with currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (the "spread") between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to the fund at one rate, while offering a lesser rate of exchange should the fund desire to resell that currency to the dealer. 27 Federal Tax Treatment of Options, Futures Contracts, and Forward Foreign Exchange Contracts The fund may enter into certain options, futures, forward foreign exchange contracts, and swaps, including options and futures on currencies, which will be treated as Section 1256 contracts or straddles. Transactions considered Section 1256 contracts will be considered to have been closed at the end of the fund's fiscal year and any gains or losses will be recognized for tax purposes at that time. Such gains or losses from the normal closing or settlement of such transactions will be characterized as 60% long-term capital gain (taxable at a maximum rate of 20%) or loss and 40% short-term capital gain or loss regardless of the holding period of the instrument (ordinary income or loss for foreign exchange contracts). The fund will be required to distribute net gains on such transactions to shareholders even though it may not have closed the transaction and received cash to pay such distributions. Options, futures, forward foreign exchange contracts, and swaps, including options and futures on currencies, which offset a foreign dollar-denominated bond or currency position, may be considered straddles for tax purposes, in which case a loss on any position in a straddle will be subject to deferral to the extent of unrealized gain in an offsetting position. The holding period of the securities or currencies comprising the straddle will be deemed not to begin until the straddle is terminated. The holding period of the security offsetting an "in-the-money qualified covered call" option on an equity security will not include the period of time the option is outstanding. Losses on written covered calls and purchased puts on securities, excluding certain "qualified covered call" options on equity securities, may be long-term capital losses, if the security covering the option was held for more than 12 months prior to the writing of the option. In order for the fund to continue to qualify for federal income tax treatment as a regulated investment company, at least 90% of its gross income for a taxable year must be derived from qualifying income, i.e., dividends, interest, income derived from loans of securities, and gains from the sale of securities or currencies. Tax regulations could be issued limiting the extent that net gain realized from options, futures, or foreign forward exchange contracts on currencies is qualifying income for purposes of the 90% requirement. Entering into certain options, futures contracts, swaps, or foreign forward contracts may result in the "constructive sale" of offsetting stocks or debt securities of the fund. The Internal Revenue Service has issued a notice proposing alternative methods for the inclusion or deduction of certain payments made under swap contracts. Although not anticipated, it is possible that final rules could result in changes to the amounts recorded by the fund, potentially impacting the tax results of the fund. INVESTMENT RESTRICTIONS ------------------------------------------------------------------------------- Fundamental policies may not be changed without the approval of the lesser of (1) 67% of the fund's shares present at a meeting of shareholders if the holders of more than 50% of the outstanding shares are present in person or by proxy or (2) more than 50% of a fund's outstanding shares. Other restrictions in the form of operating policies are subject to change by the fund's Board of Directors without shareholder approval. Any investment restriction which involves a maximum percentage of securities or assets shall not be considered to be violated unless an excess over the percentage occurs immediately after, and is caused by, an acquisition of securities or assets of, or borrowings by, the fund. Calculation of the fund's total assets for compliance with any of the following fundamental or operating policies or any other investment restrictions set forth in the fund's prospectus or Statement of Additional Information will not include cash collateral held in connection with securities lending activities. Fundamental Policies As a matter of fundamental policy, the fund may not: (1) Borrowing Borrow money except that the fund may (i) borrow for non-leveraging, temporary, or emergency purposes; and (ii) engage in reverse repurchase agreements and make other investments or 28 engage in other transactions, which may involve a borrowing, in a manner consistent with the fund's investment objective and program, provided that the combination of (i) and (ii) shall not exceed 33/1//\\/3/\\% of the value of the fund's total assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law. The fund may borrow from banks, other Price Funds, or other persons to the extent permitted by applicable law; (2) Commodities Purchase or sell physical commodities, except that it may enter into futures contracts and options thereon; (3) (a) Industry Concentration (All funds except Health Sciences, Financial Services, and Real Estate Funds) Purchase the securities of any issuer if, as a result, more than 25% of the value of the fund's total assets would be invested in the securities of issuers having their principal business activities in the same industry; (b) Industry Concentration (Health Sciences, Financial Services, and Real Estate Funds) Purchase the securities of any issuer if, as a result, more than 25% of the value of the fund's total assets would be invested in the securities of issuers having their principal business activities in the same industry, provided, however, that (i) the Health Sciences Fund will invest more than 25% of its total assets in the health sciences industry as defined in the fund's prospectus; (ii) the Financial Services Fund will invest more than 25% of its total assets in the financial services industry as defined in the fund's prospectus; (iii) the Real Estate Fund will invest more than 25% of its total assets in the real estate industry as defined in the fund's prospectus. (4) Loans Make loans, although the fund may (i) lend portfolio securities and participate in an interfund lending program with other Price Funds provided that no such loan may be made if, as a result, the aggregate of such loans would exceed 33/1//\\/3/\\% of the value of the fund's total assets; (ii) purchase money market securities and enter into repurchase agreements; and (iii) acquire publicly distributed or privately placed debt securities and purchase debt; All funds except Institutional Large-Cap Growth Fund (5) Percent Limit on Assets Invested in Any One Issuer Purchase a security if, as a result, with respect to 75% of the value of its total assets, more than 5% of the value of the fund's total assets would be invested in the securities of a single issuer, except securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities; (6) Percent Limit on Share Ownership of Any One Issuer Purchase a security if, as a result, with respect to 75% of the value of its total assets, more than 10% of the outstanding voting securities of any issuer would be held by the fund (other than obligations issued or guaranteed by the U.S. government, its agencies, or instrumentalities); All funds (7) Real Estate Purchase or sell real estate, including limited partnership interests therein, unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business); (8) Senior Securities Issue senior securities except in compliance with the 1940 Act; or (9) Underwriting Underwrite securities issued by other persons, except to the extent that the fund may be deemed to be an underwriter within the meaning of the 1933 Act in connection with the purchase and sale of its portfolio securities in the ordinary course of pursuing its investment program. NOTES The following Notes should be read in connection with the above-described fundamental policies. The Notes are not fundamental policies. 29 With respect to investment restriction (2), the fund does not consider currency contracts or hybrid investments to be commodities. For purposes of investment restriction (3): . U.S., state, or local governments, or related agencies or instrumentalities, are not considered an industry. . Industries are determined by reference to the classifications of industries set forth in the Morgan Stanley Capital International/Standard & Poor's Global Industry Classification Standard for all funds other than Developing Technologies, Global Technology, Media & Telecommunications, and Science & Technology Funds. The industries classification for Developing Technologies, Global Technology, Media & Telecommunications, and Science & Technology Funds are determined by reference to industry classifications set forth in their semiannual and annual reports. . It is the position of the staff of the SEC that foreign governments are industries for purposes of this restriction. For purposes of investment restriction (4), the fund will consider the acquisition of a debt security to include the execution of a note or other evidence of an extension of credit with a term of more than nine months. Operating Policies As a matter of operating policy, the fund may not: (1) Borrowing Purchase additional securities when money borrowed exceeds 5% of its total assets; (2) Control of Portfolio Companies Invest in companies for the purpose of exercising management or control; (3) Futures Contracts Purchase a futures contract or an option thereon, if, with respect to positions in futures or options on futures which do not represent bona fide hedging, the aggregate initial margin and premiums on such options would exceed 5% of the fund's net asset value; (4) Illiquid Securities Purchase illiquid securities if, as a result, more than 15% of its net assets would be invested in such securities; (5) Investment Companies Purchase securities of open-end or closed-end investment companies except (i) in compliance with the 1940 Act; or (ii) securities of the T. Rowe Price Reserve Investment or Government Reserve Investment Funds; (6) Margin Purchase securities on margin, except (i) for use of short-term credit necessary for clearance of purchases of portfolio securities and (ii) it may make margin deposits in connection with futures contracts or other permissible investments; (7) Mortgaging Mortgage, pledge, hypothecate, or, in any manner, transfer any security owned by the fund as security for indebtedness except as may be necessary in connection with permissible borrowings or investments and then such mortgaging, pledging, or hypothecating may not exceed 33/1//\\/3/\\% of the fund's total assets at the time of borrowing or investment; (8) Oil and Gas Programs Purchase participations or other direct interests in or enter into leases with respect to oil, gas, or other mineral exploration or development programs if, as a result thereof, more than 5% of the value of the total assets of the fund would be invested in such programs; (9) Options, etc. Invest in puts, calls, straddles, spreads, or any combination thereof, except to the extent permitted by the prospectus and Statement of Additional Information; (10) Short Sales Effect short sales of securities; or 30 (11) Warrants Invest in warrants if, as a result thereof, more than 10% of the value of the net assets of the fund would be invested in warrants. For Blue Chip Growth, Capital Opportunity, Developing Technologies, Diversified Small-Cap Growth, Financial Services, Global Technology, Health Sciences, Media & Telecommunications, Mid-Cap Value, Real Estate, and Value Funds: Notwithstanding anything in the above fundamental and operating restrictions to the contrary, the fund may invest all of its assets in a single investment company or a series thereof in connection with a "master-feeder" arrangement. Such an investment would be made where the fund (a "Feeder"), and one or more other funds with the same investment objective and program as the fund, sought to accomplish its investment objective and program by investing all of its assets in the shares of another investment company (the "Master"). The Master would, in turn, have the same investment objective and program as the fund. The fund would invest in this manner in an effort to achieve the economies of scale associated with having a Master fund make investments in portfolio companies on behalf of a number of Feeder funds. MANAGEMENT OF THE FUNDS ------------------------------------------------------------------------------- The officers and directors of the fund are listed below. Unless otherwise noted, the address of each is 100 East Pratt Street, Baltimore, Maryland 21202. Except as indicated, each has been an employee of T. Rowe Price for more than five years. The fund is governed by a Board of Directors that meets regularly to review fund investments, performance, expenses, and other business affairs. The Board elects the fund's officers. The majority of Board members are independent of T. Rowe Price and T. Rowe Price International. The directors who are also employees or officers of T. Rowe Price are referred to as inside or interested directors. Each Board currently has three committees, described in the following paragraphs. The Committee of Independent Directors, which consists of all of the independent directors of the funds, is responsible for selecting candidates for election as independent directors to fill vacancies on each fund's Board. F. Pierce Linaweaver is chairman of the committee. The committee will consider written recommendations from shareholders for possible nominees. Shareholders should submit their recommendations to the secretary of the funds. The committee held no formal meetings during the last fiscal year. The Joint Audit Committee is comprised of David K. Fagin, Hanne M. Merriman, John G. Schreiber, and Paul M. Wythes, all independent directors. The Audit Committee holds two regular meetings during each fiscal year, at which time it meets with the independent accountants of the T. Rowe Price funds to review: (1) the services provided; (2) the findings of the most recent audit; (3) management's response to the findings of the most recent audit; (4) the scope of the audit to be performed; (5) the accountants' fees; and (6) any accounting or other questions relating to particular areas of the T. Rowe Price funds' operations or the operations of parties dealing with the T. Rowe Price funds, as circumstances indicate. The Audit Committee for the funds met three times in 2001. All members of the committee participated in the meetings. The fund's Executive Committee, consisting of the fund's interested directors, has been authorized by its respective Board of Directors to exercise all powers of the Board to manage the fund in the intervals between meetings of the Board, except the powers prohibited by statute from being delegated. 31 All funds Independent Directors*
Number of Term of Office(a) Portfolios and Length of Time in Fund Position(s) Served Principal Occupation(s) Complex Other Directorships of Name, Address, and Held with During Past 5 Years(b) Overseen by Public Companies Date of Birth Fund Director - -------------------------------------------------------------------------------------------------------------------------- Calvin W. Burnett, Director Director since President, Coppin 97 Provident Bank of Ph.D. later of State College Maryland 100 East Pratt Street 2001 Baltimore, MD 21202 or 3/16/32 inception of fund(c) - -------------------------------------------------------------------------------------------------------------------------- Anthony W. Deering Director Director since Director, Chairman 97 The Rouse Company 100 East Pratt Street later of of the Board, Baltimore, MD 21202 2001 President, and Chief 1/28/45 or Executive Officer, inception of The Rouse fund(c) Company, real estate developers - -------------------------------------------------------------------------------------------------------------------------- Donald W. Dick, Jr. Director Director since Principal, 97 None 100 East Pratt Street later of EuroCapital Baltimore, MD 21202 1982 Advisors, LLC, an 1/27/43 or acquisition and inception of management fund(c) advisory firm - -------------------------------------------------------------------------------------------------------------------------- David K. Fagin Director Director since Director, Dayton 97 Dayton Mining 100 East Pratt Street later of Mining Corporation Corporation, Golden Baltimore, MD 21202 1988 (6/98 to present), Star Resources Ltd., 4/9/38 or Golden Star and Canyon inception of Resources Ltd., and Resources, Corp. fund(c) Canyon Resources, Corp. (5/00 to present); Chairman and President, Nye Corporation F. Pierce Linaweaver Director Director since President, F. Pierce 97 None 100 East Pratt Street later of Linaweaver & Baltimore, MD 21202 2001 Associates, Inc., 8/22/34 or consulting inception of environmental & fund(c) civil engineers - -------------------------------------------------------------------------------------------------------------------------- Hanne M. Merriman Director Director since Retail Business 97 Ann Taylor Stores 100 East Pratt Street later of Consultant Corporation, Baltimore, MD 21202 1994 Ameren Corp., 11/16/41 or Finlay Enterprises, inception of Inc., The Rouse fund(c) Company, and US Airways Group, Inc. - -------------------------------------------------------------------------------------------------------------------------- John G. Schreiber Director Director since Owner/President, 97 AMLI Residential 100 East Pratt Street later of Centaur Capital Properties Trust, Baltimore, MD 21202 2001 Partners, Inc., a real Host Marriott 10/21/46 or estate investment Corporation, and inception of company; Senior The Rouse fund(c) Advisor and Partner, Company, real estate Blackstone Real developers Estate Advisors, L.P. - -------------------------------------------------------------------------------------------------------------------------- Hubert D. Vos Director Director since Owner/President, 97 None 100 East Pratt Street later of Stonington Capital Baltimore, MD 21202 1986 Corporation, a 8/2/33 or private investment inception of company fund(c) - -------------------------------------------------------------------------------------------------------------------------- Paul M. Wythes Director Director since Founding Partner of 97 Teltone Corporation 100 East Pratt Street later of Sutter Hill Ventures, Baltimore, MD 21202 1982 a venture capital 6/23/33 or limited partnership, inception of providing equity fund(c) capital to young high technology companies throughout the United States - --------------------------------------------------------------------------------------------------------------------------
32 * All information about the directors was current as of December 31, 2001. (a) Each director serves until election of a successor. (b) See years of incorporation in the following table. 33
Incorporation Years Corporation Year of Incorporation - ----------- --------------------- Balanced Fund 1991 Blue Chip Growth Fund 1993 Capital Appreciation Fund 1986 Capital Opportunity Fund 1994 Developing Technologies Fund 2000 Diversified Small-Cap Growth Fund 1997 Dividend Growth Fund 1992 Equity Income Fund 1985 Financial Services Fund 1996 Global Technology Fund 2000 Growth & Income Fund 1982 Growth Stock Fund 1950 Health Sciences Fund 1995 Index Funds 1989 Institutional Equity Funds 1996 Media & Telecommunications Fund 1993 Mid-Cap Growth Fund 1992 Mid-Cap Value Fund 1996 New America Growth Fund 1985 New Era Fund 1968 New Horizons Fund 1960 Real Estate Fund 1997 Science & Technology Fund 1987 Small-Cap Stock Fund 1988 Small-Cap Value Fund 1988 Value Fund 1994
34 Inside Directors*
Term of Number of O Office( Portfolios ther a in Fund Director Position(s) ) Principal Occupation(s) Complex ships of Name, Address, and Held with and Length During Past 5 Years Overseen Public Date of Birth Fund of Time (b) by Director Companies Served - --------------------------------------------------------------------------------------------------
James A. C. Kennedy Director Director since Director and Vice 32 None 100 East Pratt Street later of 1992 President, T. Rowe Baltimore, MD 21202 or inception of Price and T. Rowe 8/15/53 fund(c) Price Group, Inc. - -----------------------------------------------------------------------------------------------
John H. Laporte Director Director since Vice President, T. Rowe Price 15 None 100 East Pratt Street later of ; Baltimore, MD 21202 1985 Director and Vice President, 7/26/45 or inception T. Rowe Price Group, Inc.; of fund( President, New Horizons c Fund; Vice President, ) Diversified Small-Cap Growth Fund, Health Sciences Fund, and New America Growth Fund - ---------------------------------------------------------------------------------------------------------
35
James S. Riepe Director Director since V 97 None 100 East Pratt Street later of ice Chairman of the Board, Baltimore, MD 21202 1982 Director 6/25/43 , or inception and of fund( Vice President c , ) T. Rowe Price and T. Rowe Price Group, Inc.; Chairman of the Board and Director, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Services, Inc.; Chairman of the Board, Director, President, and Trust Officer, T. Rowe Price Trust Company; Director, T. Rowe Price International , T. Rowe Price Global Asset Management Limited, and T. Rowe Price Global Investment Services Limited Chairman of the Board, Institutional Equity Funds; Vice President, all funds - ----------------------------------------------------------------------------------------------------------
M. David Testa Director Director since Vice Chairman of the Board, 97 None 100 East Pratt Street later of Chief Investment Officer, Baltimore, MD 21202 1991 Director, and 4/22/44 Vice President or inception , of fund( T. Rowe Price Group, Inc.; c Chief Investment Officer, ) Director, and Vice President , T. Rowe Price ; Chairman, T. Rowe Price Global Asset Management Limited; Vice President and Director, T. Rowe Price Trust Company; Director, T . Rowe Price Global Investment Services Limited and T. Rowe Price International President, Institutional Equity Funds; Vice President, Balanced Fund and Capital Appreciation Fund - ----------------------------------------------------------------------------------------------------------
* All information about the directors was current as of December 31, 2001. (a) Each director serves until election of a successor. (b) See years of incorporation in the table above. 36 Officers/(a)/
Name, Date of Birth, Address, and Principal Occupations Position(s) Held With Fund - ------------------------------------------------------------------------------- Francisco Alonso, 1/27/78 Vice President, New Horizons Fund Vice President, T. Rowe Price; formerly, intern, Morgan Stanley Dean Witter (2000); student, Miami University of Ohio (2000) - ------------------------------------------------------------------------------- Marcy L. Arnold, 8/5/59 Vice President, Mid-Cap Value Vice President, T. Rowe Price and T. Rowe Fund, New Era Fund, and Small-Cap Price Group, Inc. Stock Fund - ------------------------------------------------------------------------------- Jeffrey A. Arricale, 4/11/71 Vice President, Financial Services Employee, T. Rowe Price; formerly, Fund student, the Wharton School, University of Pennsylvania (2001); manager, assurance, KPMG LLP (1999) - ------------------------------------------------------------------------------- Preston G. Athey, 7/17/49 President, Small-Cap Value Fund; Vice President, T. Rowe Price, T. Rowe Vice President, Institutional Price Group, Inc., and T. Rowe Price Trust Equity Funds and Small-Cap Stock Company Fund - ------------------------------------------------------------------------------- Eugene F. Bair, 12/11/69 Executive Vice President, Index Assistant Vice President, T. Rowe Price; Trust formerly, Monument Investment Advisers (1998); equity trader, Legg Mason Wood Walker (1997) - ------------------------------------------------------------------------------- Carol G. Bartha, 1/4/42 Assistant Vice President, Growth Employee, T. Rowe Price Stock Fund - ------------------------------------------------------------------------------- Brian W.H. Berghuis, 10/12/58 President, Mid-Cap Growth Fund; Vice President, T. Rowe Price and T. Rowe Executive Vice President, Price Group, Inc. Institutional Equity Funds; Vice President, New Horizons Fund - ------------------------------------------------------------------------------- Laurie M. Bertner, 10/8/77 Vice President, Health Sciences Vice President, T. Rowe Price; formerly, Fund student at Emory University, Atlanta (2000) - ------------------------------------------------------------------------------- Stephen W. Boesel, 12/28/44 President, Capital Appreciation Vice President, T. Rowe Price, T. Rowe Fund; Vice President, Balanced Price Group, Inc., and T. Rowe Price Trust Fund, Equity Income Fund, Growth & Company Income Fund, Real Estate Fund, and Value Fund - ------------------------------------------------------------------------------- Andrew M. Brooks, 2/16/56 Vice President, Capital Vice President, T. Rowe Price and T. Rowe Appreciation Fund, Equity Income Price Group, Inc. Fund, and Value Fund - ------------------------------------------------------------------------------- Brace C. Brooks, 1/10/67 Vice President, Small-Cap Stock Vice President, T. Rowe Price and T. Rowe Fund Price Group, Inc.; formerly, senior equity analyst, Johnston, Lemon & Co. (1997) - ------------------------------------------------------------------------------- Christopher W. Carlson, 1/27/67 Vice President, Developing Vice President, T. Rowe Price Group, Inc.; Technologies Fund and New Horizons formerly, NASDAQ trader, Deutsche Bank Fund Alex. Brown (1997) - ------------------------------------------------------------------------------- Joseph A. Carrier, 12/30/60 Treasurer, all funds Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Investment Services, Inc. - ------------------------------------------------------------------------------- Arthur B. Cecil III, 9/15/42 Vice President, Capital Vice President, T. Rowe Price and T. Rowe Appreciation Fund, Equity Income Price Group, Inc. Fund, and Growth & Income Fund - ------------------------------------------------------------------------------- Kara Cheseby, 10/9/63 Vice President, Media & Vice President, T. Rowe Price and T. Rowe Telecommunications Fund, Mid-Cap Price Group, Inc. Value Fund, and Value Fund - ------------------------------------------------------------------------------- Vice President, Developing Giri Devulapally, 11/18/67 Technologies Fund, Dividend Growth Vice President, T. Rowe Price and T. Rowe Fund, Global Technology Fund, Price Group, Inc. Growth & Income Fund, Growth Stock Fund, Media & Telecommunications Fund, New America Growth Fund, and Science & Technology Fund - ------------------------------------------------------------------------------- Wendy R. Diffenbaugh, 10/2/53 Vice President, Balanced Fund and Assistant Vice President, T. Rowe Price Index Trust - ------------------------------------------------------------------------------- Anna M. Dopkin, 9/5/67 President, Financial Services Vice President, T. Rowe Price and T. Rowe Fund; Vice President, Growth Stock Price Group, Inc. Fund, Institutional Equity Funds, Mid-Cap Growth Fund, and Real Estate Fund - ------------------------------------------------------------------------------- Donald J. Easley, 11/28/71 Vice President, Blue Chip Growth Vice President, T. Rowe Price; formerly, Fund, Global Technology Fund, and credit analyst, Bank of New York (1998) Science & Technology Fund - ------------------------------------------------------------------------------- Henry M. Ellenbogen, 1/21/71 Vice President, Blue Chip Growth Vice President, T. Rowe Price; formerly, Fund, Media & Telecommunications Executive Vice President, Business Fund, Mid-Cap Growth Fund, and Development, HelloAsia (2001); Mid-Cap Value Fund chief of staff, U.S. Representative Peter Deutsch (1995) - ------------------------------------------------------------------------------- Hugh M. Evans III, 5/17/66 Vice President, Small-Cap Stock Vice President, T. Rowe Price and T. Rowe Fund and Small-Cap Value Fund Price Group, Inc. - ------------------------------------------------------------------------------- John R. Ford, 11/25/57 Vice President, Growth Stock Fund Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Chief Investment Officer, Director, and Vice President, T. Rowe Price International - ------------------------------------------------------------------------------- Robert N. Gensler, 10/18/57 President, Global Technology Fund Vice President, T. Rowe Price and T. Rowe and Media & Telecommunications Price Group, Inc. Fund; Vice President, Blue Chip Growth Fund, Developing Technologies Fund, Growth Stock Fund, Mid-Cap Growth Fund, and Science & Technology Fund - ------------------------------------------------------------------------------- Eric M. Gerster, 3/23/71 Vice President, Developing Vice President, T. Rowe Price and T. Rowe Technologies Fund, Global Price Group, Inc. Technology Fund, Media & Telecommunications Fund, New America Growth Fund, New Horizons Fund, and Science & Technology Fund - ------------------------------------------------------------------------------- David R. Giroux, 6/8/75 Vice President, Dividend Growth Vice President, T. Rowe Price and T. Rowe Fund and Value Fund Price Group, Inc.; formerly, commercial credit analyst, Hillsdale County National Bank (1997) - ------------------------------------------------------------------------------- Jill L. Hauser, 6/23/58 Vice President, Capital Vice President, T. Rowe Price and T. Rowe Opportunity Fund, Developing Price Group, Inc. Technologies Fund, Global Technology Fund, and Science & Technology Fund - ------------------------------------------------------------------------------- Francies W. Hawks, 2/2/44 Assistant Vice President, New Assistant Vice President, T. Rowe Price Horizons Fund and Small-Cap Value Fund - ------------------------------------------------------------------------------- Ann M. Holcomb, 1/16/72 Executive Vice President, Index Assistant Vice President, T. Rowe Price Trust - ------------------------------------------------------------------------------- Michael W. Holton, 9/25/68 Vice President, Capital Vice President, T. Rowe Price and T. Rowe Opportunity Fund, Dividend Growth Price Group, Inc. Fund, Financial Services Fund, and Growth & Income Fund - ------------------------------------------------------------------------------- Henry H. Hopkins, 12/23/42 Vice President, all funds Director and Vice President, T. Rowe Price Group, Inc.; Vice President, T. Rowe Price, T. Rowe Price International, Inc., and T. Rowe Price Retirement Plan Services, Inc.; Vice President and Director, T. Rowe Price Investment Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company - ------------------------------------------------------------------------------- Thomas J. Huber, 9/23/66 President, Dividend Growth Fund; Vice President, T. Rowe Price and T. Rowe Vice President, Real Estate Fund Price Group, Inc. - ------------------------------------------------------------------------------- Stephen C. Jansen, 12/12/68 Vice President, Global Technology Vice President, T. Rowe Price, T. Rowe Fund and Media & Price Group, Inc., T. Rowe Price Telecommunications Fund International - ------------------------------------------------------------------------------- Kris H. Jenner, 2/5/62 President, Health Sciences Fund; Vice President, T. Rowe Price and T. Rowe Vice President, Blue Chip Growth Price Group, Inc. Fund, Growth Stock Fund, Mid-Cap Growth Fund, New Horizons Fund, and Small-Cap Stock Fund - ------------------------------------------------------------------------------- Lewis Johnson, 9/20/69 Vice President, New Era Fund Vice President, T. Rowe Price; formerly, equity analyst intern, Capital Research Company (1999); student, the Wharton School, University of Pennsylvania (1998); Vice President, American Yarn Spinners Association (1998) - ------------------------------------------------------------------------------- Krista M. Kennedy, 12/29/73 Vice President, Diversified Employee, T. Rowe Price; formerly, Small-Cap Growth Fund student, Tuck School of Business, Dartmouth (2001); intern, Aetna Financial Services (2001); investment associate, Putman Investments (1999); project coordinator, Thomson Financial Services (1997) - ------------------------------------------------------------------------------- Susan J. Klein, 4/18/50 Vice President, Health Sciences Vice President, T. Rowe Price Fund and Small-Cap Value Fund - ------------------------------------------------------------------------------- J. Jeffrey Lang, 1/10/62 Vice President, all funds Vice President, T. Rowe Price and T. Rowe Price Trust Company - ------------------------------------------------------------------------------- David M. Lee, 11/13/62 President, Real Estate Fund; Vice Vice President, T. Rowe Price and T. Rowe President, Capital Appreciation Price Group, Inc. Fund, Dividend Growth Fund, Growth & Income Fund, and New Era Fund - ------------------------------------------------------------------------------- Christopher R. Leonard, 1/11/73 Vice President, Blue Chip Growth Vice President, T. Rowe Price and T. Rowe Fund, Health Sciences Fund, and Price Group, Inc.; formerly, research New America Growth Fund associate, Morgan Stanley Dean Witter (1997) - ------------------------------------------------------------------------------- Nathaniel S. Levy, 7/13/62 Vice President, Balanced Fund Vice President, T. Rowe Price and T. Rowe Price Group, Inc. - ------------------------------------------------------------------------------- John D. Linehan, 1/21/65 Vice President, Equity Income Vice President, T. Rowe Price, T. Rowe Fund, Institutional Equity Funds, Price Group, Inc., and T. Rowe Price New Era Fund, and Value Fund International - ------------------------------------------------------------------------------- Patricia B. Lippert, 1/12/53 Secretary, all funds Assistant Vice President, T. Rowe Price and T. Rowe Price Investment Services, Inc. - ------------------------------------------------------------------------------- Anh Lu, 6/11/68 Vice President, Global Technology Vice President, T. Rowe Price Group, Inc. Fund and Science & Technology Fund and T. Rowe Price International - ------------------------------------------------------------------------------- Robert J. Marcotte, 3/6/62 Vice President, Mid-Cap Growth Vice President, T. Rowe Price and T. Rowe Fund and New America Growth Fund Price Group, Inc. - ------------------------------------------------------------------------------- Jay S. Markowitz, 12/19/62 Vice President, Health Sciences Employee, T. Rowe Price; formerly, Fund transplant surgeon and Assistant Professor of Surgery, Johns Hopkins University School of Medicine (2001); Assistant Professor of Surgery, University of Medicine and Dentistry of New Jersey (1997) - ------------------------------------------------------------------------------- Gregory A. McCrickard, 10/19/58 President, Small-Cap Stock Fund; Vice President, T. Rowe Price, T. Rowe Executive Vice President, Price Group, Inc., and T. Rowe Price Trust Institutional Equity Funds; Vice Company President, Mid-Cap Value Fund and Small-Cap Value Fund - ------------------------------------------------------------------------------- David S. Middleton, 1/18/56 Controller, all funds Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company - ------------------------------------------------------------------------------- Executive Vice President, New Joseph M. Milano, 9/14/72 America Growth Fund; Vice Vice President, T. Rowe Price and T. Rowe President, Financial Services Price Group, Inc. Fund, Global Technology Fund, Institutional Equity Funds, Mid-Cap Growth Fund, Mid-Cap Value Fund, New Horizons Fund, Small-Cap Stock Fund, and Small-Cap Value Fund - ------------------------------------------------------------------------------- Raymond A. Mills, 12/3/60 Vice President, Balanced Fund and Vice President, T. Rowe Price, T. Rowe Index Trust Price Group, Inc., and T. Rowe Price International - ------------------------------------------------------------------------------- Mary C. Munoz, 12/2/62 Vice President, Index Trust Vice President, T. Rowe Price - ------------------------------------------------------------------------------- Vice President, Capital Philip A. Nestico, 8/3/76 Opportunity Fund, Diversified Employee, T. Rowe Price; formerly, Small-Cap Growth Fund, Financial student, Bucknell University (1998) Services Fund, and Real Estate Fund - ------------------------------------------------------------------------------- Edmund M. Notzon III, 10/1/45 Vice President, Balanced Fund Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Trust Company - ------------------------------------------------------------------------------- Charles M. Ober, 4/20/50 President, New Era Fund; Vice Vice President, T. Rowe Price and T. Rowe President, Capital Appreciation Price Group, Inc. Fund and Real Estate Fund - ------------------------------------------------------------------------------- Curt J. Organt, 1/5/68 Vice President, Mid-Cap Value Fund Vice President, T. Rowe Price and Small-Cap Stock Fund - ------------------------------------------------------------------------------- Timothy R. Parker, 11/9/74 Vice President, Blue Chip Growth Employee, T. Rowe Price; formerly, Fund and New Era Fund student, Darden Graduate School, University of Virginia (2001); investment banking analyst, Robert W. Baird & Co. Inc. (1999) - ------------------------------------------------------------------------------- Charles G. Pepin, 4/23/66 Vice President, Health Sciences Vice President, T. Rowe Price and T. Rowe Fund, Institutional Equity Funds, Price Group, Inc. Mid-Cap Value Fund, New Horizons Fund, Small-Cap Stock Fund, and Small-Cap Value Fund - ------------------------------------------------------------------------------- Donald J. Peters, 7/3/59 Vice President, Diversified Vice President, T. Rowe Price and T. Rowe Small-Cap Growth Fund and Dividend Price Group, Inc. Growth Fund - ------------------------------------------------------------------------------- D. James Prey III, 11/26/59 Vice President, Global Technology Vice President, T. Rowe Price and T. Rowe Fund, Growth Stock Fund, Media & Price Group, Inc. Telecommunications Fund, and Science & Technology Fund - ------------------------------------------------------------------------------- Larry J. Puglia, 8/25/60 President, Blue Chip Growth Fund; Vice President, T. Rowe Price and T. Rowe Vice President, Financial Services Price Group, Inc. Fund and Growth Stock Fund - ------------------------------------------------------------------------------- Karen M. Regan, 4/16/67 Vice President, Blue Chip Growth Assistant Vice President, T. Rowe Price Fund, Dividend Growth Fund, and Growth & Income Fund - ------------------------------------------------------------------------------- Brian C. Rogers, 6/27/55 President, Equity Income Fund and Director and Vice President, T. Rowe Price Value Fund; Executive Vice Group, Inc.; Vice President, T. Rowe President, Institutional Equity Price, T. Rowe Price International, and T. Funds; Vice President, Capital Rowe Price Trust Company Appreciation Fund and Real Estate Fund - ------------------------------------------------------------------------------- Jeffrey Rottinghaus, 2/20/70 Vice President, Developing Employee, T. Rowe Price; formerly, Technologies Fund, Global student, the Wharton School, University of Technology Fund, Growth & Income Pennsylvania (2001); information Fund, and Science & Technology technology consultant, Kelly-Lewey & Fund Associates (1999) - ------------------------------------------------------------------------------- Philip W. Ruedi, 7/2/71 Vice President, Mid-Cap Growth Vice President, T. Rowe Price and T. Rowe Fund Price Group, Inc.; formerly, investment banking analyst, John Nuveen and Co. (1997) - ------------------------------------------------------------------------------- Robert W. Sharps, 6/10/71 President, Growth & Income Fund; Vice President, T. Rowe Price and T. Rowe Vice President, Blue Chip Growth Price Group, Inc. Fund, Financial Services Fund, Growth Stock Fund, and Institutional Equity Funds - ------------------------------------------------------------------------------- John Carl A. Sherman, 9/3/72 Vice President, Health Sciences Vice President, T. Rowe Price Fund International; formerly, analyst, JPMorgan Securities (1998) - ------------------------------------------------------------------------------- Robert W. Smith, 4/11/61 President, Growth Stock Fund and Vice President, T. Rowe Price, T. Rowe New America Growth Fund; Executive Price Group, Inc., and T. Rowe Price Vice President, Institutional International, Inc. Equity Funds; Vice President, Blue Chip Growth Fund, Growth & Income Fund, and Media & Telecommunications Fund - ------------------------------------------------------------------------------- Michael F. Sola, 7/21/69 President, Developing Technologies Vice President, T. Rowe Price and T. Rowe Fund and Science & Technology Price Group, Inc. Fund; Vice President, Global Technology Fund, New Horizons Fund, and Small-Cap Stock Fund - ------------------------------------------------------------------------------- William J. Stromberg, 3/10/60 President, Capital Opportunity Vice President, T. Rowe Price and T. Rowe Fund; Vice President, Dividend Price Group, Inc. Growth Fund, Equity Income Fund, Financial Services Fund, and Real Estate Fund - ------------------------------------------------------------------------------- Dean Tenerelli, 12/7/64 Vice President, Media & Vice President, T. Rowe Price Group, Inc. Telecommunications Fund and T. Rowe Price International - ------------------------------------------------------------------------------- Mark J. Vaselkiv, 7/22/58 Vice President, Balanced Fund Vice President, T. Rowe Price and T. Rowe Price Group, Inc. - ------------------------------------------------------------------------------- J. David Wagner, 2/25/74 Vice President, Financial Services Vice President, T. Rowe Price; formerly, Fund, Mid-Cap Value Fund, New Era student, Darden Graduate School of Fund, and Small-Cap Stock Fund Business Administration, University of Virginia (2000); associate analyst, National Economic Research Associates (1996) - ------------------------------------------------------------------------------- John F. Wakeman, 11/25/62 Executive Vice President, Mid-Cap Vice President, T. Rowe Price and T. Rowe Growth Fund; Vice President, Price Group, Inc. Institutional Equity Funds and New Horizons Fund - ------------------------------------------------------------------------------- David J. Wallack, 7/2/60 President, Mid-Cap Value Fund; Vice President, T. Rowe Price and T. Rowe Vice President, Capital Price Group, Inc. Appreciation Fund, Institutional Equity Funds, New Era Fund, Small-Cap Value Fund, and Value Fund - ------------------------------------------------------------------------------- Dale E. West, 1/21/69 Vice President, Media & Vice President, T. Rowe Price Group, Inc. Telecommunications Fund and T. Rowe Price International; formerly, student, Stanford University MBA program (1998); Foreign Service Officer, U.S. Information Agency, Bucharest, Romania (1996) - ------------------------------------------------------------------------------- Richard T. Whitney, 5/7/58 President, Balanced Fund and Index Vice President, T. Rowe Price, T. Rowe Trust; Executive Vice President, Price Group, Inc., T. Rowe Price Trust Diversified Small-Cap Growth Fund; Company, and T. Rowe Price International Vice President, Capital Opportunity Fund and Institutional Equity Funds - ------------------------------------------------------------------------------- Paul W. Wojcik, 11/28/70 President, Diversified Small-Cap Vice President, T. Rowe Price and T. Rowe Growth Fund Price Group, Inc. - ------------------------------------------------------------------------------- R. Candler Young, 9/28/71 Vice President, Growth & Income Vice President, T. Rowe Price and T. Rowe Fund, Mid-Cap Growth Fund, New Price Group, Inc.; formerly, Investment America Growth Fund, and New Banking Summer Associate, Goldman Sachs & Horizons Fund Co. (1998); Equity Research Analyst, Donaldson, Lufkin & Jenrette (1997) - ------------------------------------------------------------------------------- Wenhua Zhang, 3/14/70 Vice President, Developing Employee, T. Rowe Price; formerly, Technologies Fund, Global student, the Wharton School, University of Technology Fund, and Small-Cap Pennsylvania (2001); Swiss Reinsurance Stock Fund Company (1999) - -------------------------------------------------------------------------------
37 38 39 40 41 42 (a) Unless otherwise indicated, the officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Director Compensation Table The fund does not pay pension or retirement benefits to its officers or directors. Also, any director of the fund who is an officer or employee of T. Rowe Price or T. Rowe Price International does not receive any remuneration from the fund.
Name of Person, Aggregate Compensation From Total Compensation From Fund and Position Fund(a) Fund Complex Paid to Directors(b) - -------------------------------- -------------------------------------------- --------------------------------- - ------------------------------------------------------------------------------------------------------------------- Balanced Fund $ Calvin W. Burnett, Ph.D./c/ 262 $110,000 Anthony W. Deering/c/ 262 110,000 Donald W. Dick, Jr. 1,803 110,000 David K. Fagin 2,553 112,000 F. Pierce Linaweaver/c/ 311 113,000 Hanne M. Merriman 2,521 110,000 John G. Schreiber/c/ 311 113,000 Hubert D. Vos 2,594 111,000 Paul M. Wythes 1,742 113,000 - ------------------------------------------------------------------------------------------------------------------- Blue Chip Growth Fund $ Calvin W. Burnett, Ph.D./c/ 715 $110,000 Anthony W. Deering/c/ 715 110,000 Donald W. Dick, Jr. 3,973 110,000 David K. Fagin 7,057 112,000 F. Pierce Linaweaver/c/ 911 113,000 Hanne M. Merriman 6,925 110,000 John G. Schreiber/c/ 911 113,000 Hubert D. Vos 7,186 111,000 Paul M. Wythes 4,324 113,000 - ------------------------------------------------------------------------------------------------------------------- Capital Appreciation Fund $ Calvin W. Burnett, Ph.D./c/ 223 $110,000 Anthony W. Deering/c/ 223 110,000 Donald W. Dick, Jr. 1,499 110,000 David K. Fagin 1,974 112,000 F. Pierce Linaweaver/c/ 263 113,000 Hanne M. Merriman 1,947 110,000 John G. Schreiber/c/ 263 113,000 Hubert D. Vos 1,986 111,000 Paul M. Wythes 1,558 113,000 - ------------------------------------------------------------------------------------------------------------------- Capital Opportunity Fund $ Calvin W. Burnett, Ph.D./c/ 100 $110,000 Anthony W. Deering/c/ 100 110,000 Donald W. Dick, Jr. 863 110,000 David K. Fagin 998 112,000 F. Pierce Linaweaver/c/ 102 113,000 Hanne M. Merriman 997 110,000 John G. Schreiber/c/ 102 113,000 Hubert D. Vos 1,000 111,000 Paul M. Wythes 867 113,000 - ------------------------------------------------------------------------------------------------------------------- Developing Technologies Fund $ Calvin W. Burnett, Ph.D./c/ 95 $110,000 Anthony W. Deering/c/ 95 110,000 Donald W. Dick, Jr. 932 110,000 David K. Fagin 940 112,000 F. Pierce Linaweaver/c/ 96 113,000 Hanne M. Merriman 940 110,000 John G. Schreiber/c/ 96 113,000 Hubert D. Vos 940 111,000 Paul M. Wythes 933 113,000 - ------------------------------------------------------------------------------------------------------------------- Diversified Small-Cap Growth Fund $ Calvin W. Burnett, Ph.D./c/ 99 $110,000 Anthony W. Deering/c/ 99 110,000 Donald W. Dick, Jr. 958 110,000 David K. Fagin 987 112,000 F. Pierce Linaweaver/c/ 101 113,000 Hanne M. Merriman 986 110,000 John G. Schreiber/c/ 101 113,000 Hubert D. Vos 987 111,000 Paul M. Wythes 961 113,000 - ------------------------------------------------------------------------------------------------------------------- Dividend Growth Fund $ Calvin W. Burnett, Ph.D./c/ 158 $110,000 Anthony W. Deering/c/ 158 110,000 Donald W. Dick, Jr. 1,263 110,000 David K. Fagin 1,553 112,000 F. Pierce Linaweaver/c/ 178 113,000 Hanne M. Merriman 1,541 110,000 John G. Schreiber/c/ 178 113,000 Hubert D. Vos 1,566 111,000 Paul M. Wythes 1,299 113,000 - ------------------------------------------------------------------------------------------------------------------- Equity Income Fund Calvin W. Burnett, Ph.D./c/ 833 $110,000 Anthony W. Deering/c/ 833 110,000 Donald W. Dick, Jr. 5,351 110,000 David K. Fagin 8,666 112,000 F. Pierce Linaweaver/c/ 931 113,000 Hanne M. Merriman 8,601 110,000 John G. Schreiber/c/ 931 113,000 Hubert D. Vos 8,921 111,000 Paul M. Wythes 5,682 113,000 - ------------------------------------------------------------------------------------------------------------------- Equity Index 500 Fund $ Calvin W. Burnett, Ph.D./c/ 416 $110,000 Anthony W. Deering/c/ 416 110,000 Donald W. Dick, Jr. 2,656 110,000 David K. Fagin 4,128 112,000 F. Pierce Linaweaver/c/ 485 113,000 Hanne M. Merriman 4,082 110,000 John G. Schreiber/c/ 485 113,000 Hubert D. Vos 4,215 111,000 Paul M. Wythes 2,813 113,000 - ------------------------------------------------------------------------------------------------------------------- Extended Equity Market Index Fund $ Calvin W. Burnett, Ph.D./c/ 99 $110,000 Anthony W. Deering/c/ 99 110,000 Donald W. Dick, Jr. 959 110,000 David K. Fagin 991 112,000 F. Pierce Linaweaver/c/ 101 113,000 Hanne M. Merriman 989 110,000 John G. Schreiber/c/ 101 113,000 Hubert D. Vos 992 111,000 Paul M. Wythes 963 113,000 - ------------------------------------------------------------------------------------------------------------------- Financial Services Fund $ Calvin W. Burnett, Ph.D./c/ 121 $110,000 Anthony W. Deering/c/ 121 110,000 Donald W. Dick, Jr. 1,074 110,000 David K. Fagin 1,202 112,000 F. Pierce Linaweaver/c/ 127 113,000 Hanne M. Merriman 1,198 110,000 John G. Schreiber/c/ 127 113,000 Hubert D. Vos 1,210 111,000 Paul M. Wythes 1,087 113,000 - ------------------------------------------------------------------------------------------------------------------- Global Technology Fund $ Calvin W. Burnett, Ph.D./c/ 100 $110,000 Anthony W. Deering/c/ 100 110,000 Donald W. Dick, Jr. 1,530 110,000 David K. Fagin 1,043 112,000 F. Pierce Linaweaver/c/ 148 113,000 Hanne M. Merriman 1,011 110,000 John G. Schreiber/c/ 148 113,000 Hubert D. Vos 1,030 111,000 Paul M. Wythes 1,581 113,000 - ------------------------------------------------------------------------------------------------------------------- Growth & Income Fund $ Calvin W. Burnett, Ph.D./c/ 317 $110,000 Anthony W. Deering/c/ 317 110,000 Donald W. Dick, Jr. 2,179 110,000 David K. Fagin 3,259 112,000 F. Pierce Linaweaver/c/ 367 113,000 Hanne M. Merriman 3,225 110,000 John G. Schreiber/c/ 367 113,000 Hubert D. Vos 3,329 111,000 Paul M. Wythes 2,299 113,000 - ------------------------------------------------------------------------------------------------------------------- Growth Stock Fund $ Calvin W. Burnett, Ph.D./c/ 528 $110,000 Anthony W. Deering/c/ 528 110,000 Donald W. Dick, Jr. 3,245 110,000 David K. Fagin 5,230 112,000 F. Pierce Linaweaver/c/ 643 113,000 Hanne M. Merriman 5,153 110,000 John G. Schreiber/c/ 643 113,000 Hubert D. Vos 5,336 111,000 Paul M. Wythes 3,476 113,000 - ------------------------------------------------------------------------------------------------------------------- Health Sciences Fund $ Calvin W. Burnett, Ph.D./c/ 180 $110,000 Anthony W. Deering/c/ 180 110,000 Donald W. Dick, Jr. 1,333 110,000 David K. Fagin 1,671 112,000 F. Pierce Linaweaver/c/ 199 113,000 Hanne M. Merriman 1,659 110,000 John G. Schreiber/c/ 199 113,000 Hubert D. Vos 1,689 111,000 Paul M. Wythes 1,371 113,000 - ------------------------------------------------------------------------------------------------------------------- Institutional Large-Cap Growth Fund(d) $ Calvin W. Burnett, Ph.D./c/ 93 $110,000 Anthony W. Deering/c/ 93 110,000 Donald W. Dick, Jr. 93 110,000 David K. Fagin 96 112,000 F. Pierce Linaweaver/c/ 98 113,000 Hanne M. Merriman 92 110,000 John G. Schreiber/c/ 98 113,000 Hubert D. Vos 95 111,000 Paul M. Wythes 98 113,000 - ------------------------------------------------------------------------------------------------------------------- Institutional Large-Cap Value Fund $ Calvin W. Burnett, Ph.D./c/ 93 $110,000 Anthony W. Deering/c/ 93 110,000 Donald W. Dick, Jr. 923 110,000 David K. Fagin 925 112,000 F. Pierce Linaweaver/c/ 93 113,000 Hanne M. Merriman 925 110,000 John G. Schreiber/c/ 93 113,000 Hubert D. Vos 925 111,000 Paul M. Wythes 924 113,000 - ------------------------------------------------------------------------------------------------------------------- Institutional Mid-Cap Equity Growth Fund $ Calvin W. Burnett, Ph.D./c/ 120 $110,000 Anthony W. Deering/c/ 120 110,000 Donald W. Dick, Jr. 1,059 110,000 David K. Fagin 1,174 112,000 F. Pierce Linaweaver/c/ 126 113,000 Hanne M. Merriman 1,170 110,000 John G. Schreiber/c/ 126 113,000 Hubert D. Vos 1,180 111,000 Paul M. Wythes 1,072 113,000 - ------------------------------------------------------------------------------------------------------------------- Institutional Small-Cap Stock Fund $ Calvin W. Burnett, Ph.D./c/ 117 $110,000 Anthony W. Deering/c/ 117 110,000 Donald W. Dick, Jr. 1,038 110,000 David K. Fagin 1,132 112,000 F. Pierce Linaweaver/c/ 122 113,000 Hanne M. Merriman 1,129 110,000 John G. Schreiber/c/ 122 113,000 Hubert D. Vos 1,137 111,000 Paul M. Wythes 1,047 113,000 - ------------------------------------------------------------------------------------------------------------------- Media & Telecommunications Fund $ Calvin W. Burnett, Ph.D./c/ 154 $110,000 Anthony W. Deering/c/ 154 110,000 Donald W. Dick, Jr. 1,271 110,000 David K. Fagin 1,571 112,000 F. Pierce Linaweaver/c/ 170 113,000 Hanne M. Merriman 1,560 110,000 John G. Schreiber/c/ 170 113,000 Hubert D. Vos 1,588 111,000 Paul M. Wythes 1,304 113,000 - ------------------------------------------------------------------------------------------------------------------- Mid-Cap Growth Fund $ Calvin W. Burnett, Ph.D./c/ 698 $110,000 Anthony W. Deering/c/ 698 110,000 Donald W. Dick, Jr. 3,808 110,000 David K. Fagin 6,670 112,000 F. Pierce Linaweaver/c/ 824 113,000 Hanne M. Merriman 6,586 110,000 John G. Schreiber/c/ 824 113,000 Hubert D. Vos 6,790 111,000 Paul M. Wythes 4,067 113,000 - ------------------------------------------------------------------------------------------------------------------- Mid-Cap Value Fund $ Calvin W. Burnett, Ph.D./c/ 135 $110,000 Anthony W. Deering/c/ 135 110,000 Donald W. Dick, Jr. 1,096 110,000 David K. Fagin 1,277 112,000 F. Pierce Linaweaver/c/ 206 113,000 Hanne M. Merriman 1,228 110,000 John G. Schreiber/c/ 206 113,000 Hubert D. Vos 1,259 111,000 Paul M. Wythes 1,173 113,000 - ------------------------------------------------------------------------------------------------------------------- New America Growth Fund $ Calvin W. Burnett, Ph.D./c/ 201 $110,000 Anthony W. Deering/c/ 201 110,000 Donald W. Dick, Jr. 1,544 110,000 David K. Fagin 2,082 112,000 F. Pierce Linaweaver/c/ 230 113,000 Hanne M. Merriman 2,063 110,000 John G. Schreiber/c/ 230 113,000 Hubert D. Vos 2,113 111,000 Paul M. Wythes 1,606 113,000 - ------------------------------------------------------------------------------------------------------------------- New Era Fund $ Calvin W. Burnett, Ph.D./c/ 194 $110,000 Anthony W. Deering/c/ 194 110,000 Donald W. Dick, Jr. 1,465 110,000 David K. Fagin 1,924 112,000 F. Pierce Linaweaver/c/ 215 113,000 Hanne M. Merriman 1,910 110,000 John G. Schreiber/c/ 215 113,000 Hubert D. Vos 1,948 111,000 Paul M. Wythes 1,511 113,000 - ------------------------------------------------------------------------------------------------------------------- New Horizons Fund $ Calvin W. Burnett, Ph.D./c/ 585 $110,000 Anthony W. Deering/c/ 585 110,000 Donald W. Dick, Jr. 3,530 110,000 David K. Fagin 5,742 112,000 F. Pierce Linaweaver/c/ 696 113,000 Hanne M. Merriman 5,668 110,000 John G. Schreiber/c/ 696 113,000 Hubert D. Vos 5,868 111,000 Paul M. Wythes 3,771 113,000 - ------------------------------------------------------------------------------------------------------------------- Real Estate Fund $ Calvin W. Burnett, Ph.D./c/ 99 $110,000 Anthony W. Deering/c/ 99 110,000 Donald W. Dick, Jr. 949 110,000 David K. Fagin 972 112,000 F. Pierce Linaweaver/c/ 101 113,000 Hanns M. Merriman 970 110,000 John G. Schreiber/c/ 101 113,000 Hubert D. Vos 972 111,000 Paul M. Wythes 953 113,000 - ------------------------------------------------------------------------------------------------------------------- Science & Technology Fund $ Calvin W. Burnett, Ph.D./c/ 623 $110,000 Anthony W. Deering/c/ 623 110,000 Donald W. Dick, Jr. 4,163 110,000 David K. Fagin 7,457 112,000 F. Pierce Linaweaver/c/ 793 113,000 Hanne M. Merriman 7,343 110,000 John G. Schreiber/c/ 793 113,000 Hubert D. Vos 7,650 111,000 Paul M. Wythes 4,532 113,000 - ------------------------------------------------------------------------------------------------------------------- Small-Cap Stock Fund $ Calvin W. Burnett, Ph.D./c/ 368 $110,000 Anthony W. Deering/c/ 368 110,000 Donald W. Dick, Jr. 2,177 110,000 David K. Fagin 3,203 112,000 F. Pierce Linaweaver/c/ 427 113,000 Hanne M. Merriman 3,164 110,000 John G. Schreiber/c/ 427 113,000 Hubert D. Vos 3,243 111,000 Paul M. Wythes 2,283 113,000 - ------------------------------------------------------------------------------------------------------------------- Small-Cap Value Fund $ Calvin W. Burnett, Ph.D./c/ 274 $110,000 Anthony W. Deering/c/ 274 110,000 Donald W. Dick, Jr. 1,726 110,000 David K. Fagin 2,397 112,000 F. Pierce Linaweaver/c/ 339 113,000 Hanne M. Merriman 2,353 110,000 John G. Schreiber/c/ 339 113,000 Hubert D. Vos 2,411 111,000 Paul M. Wythes 1,820 113,000 - ------------------------------------------------------------------------------------------------------------------- Total Equity Market Index Fund $ Calvin W. Burnett, Ph.D./c/ 111 $110,000 Anthony W. Deering/c/ 111 110,000 Donald W. Dick, Jr. 1,015 110,000 David K. Fagin 1,094 112,000 F. Pierce Linaweaver/c/ 116 113,000 Hanne M. Merriman 1,090 110,000 John G. Schreiber/c/ 116 113,000 Hubert D. Vos 1,097 111,000 Paul M. Wythes 1,025 113,000 - ------------------------------------------------------------------------------------------------------------------- Value Fund $ Calvin W. Burnett, Ph.D./c/ 213 $110,000 Anthony W. Deering/c/ 213 110,000 Donald W. Dick, Jr. 1,502 110,000 David K. Fagin 1,991 112,000 F. Pierce Linaweaver/c/ 251 113,000 Hanne M. Merriman 1,965 110,000 John G. Schreiber/c/ 251 113,000 Hubert D. Vos 2,004 111,000 Paul M. Wythes 1,560 113,000 - -------------------------------------------------------------------------------------------------------------------
43 44 45 46 47 48 49 50 (a) Amounts in this column are based on accrued compensation for fiscal year 2001. (b) Amounts in this column are based on compensation received for fiscal year 2001. The T. Rowe Price complex included 97 funds as of December 31, 2001. (c) Newly elected to fund Board as of October 24, 2001. (d) Expenses estimated for the period October 31, 2001 through December 31, 2001. Directors' Holdings in the T. Rowe Price Funds The following table sets forth the T. Rowe Price fund holdings of the independent and inside directors, as of December 31, 2001.
Burnett Deering Dick Fagin Linaweaver Merriman Schreiber Vos Wythes - ----------------------------------------------------------- ---------- Aggregate Holdings, ------------------- $1- over over over over over over over over All Funds $10,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 --------- - -------------------------------------------------------------------------------------------------------------------------- Balanced Fund None None None None $50,001-$100,000 None None None None - -------------------------------------------------------------------------------------------------------------------------- Blue Chip Growth Fund None None $1-$10,0$10,001-$50,000 None over None None None $100,000 - ------------------------------------------------------------------------------------------------------------------------------ Blue Chip Growth None None None None None None None None None Fund-Advisor Class - ----------------------------------------------------------------------------------------------------------------------------------- Blue Chip Growth Portfolio None None None None None None None None None - ----------------------------------------------------------------------------------------------------------------------------------- California Tax-Free Bond None None None None None None None None None Fund - ----------------------------------------------------------------------------------------------------------------------------------- California Tax-Free Money None None None None None None None None None Fund - ----------------------------------------------------------------------------------------------------------------------------------- Capital Appreciation Fund None None over None None $10,001-$50,000 None None None $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Capital Opportunity Fund None None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Corporate Income Fund None None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Developing Technologies None None None None None None None None None Fund - ------------------------------------------------------------------------------------------------------------------------------------ Diversified Small-Cap None None None None None None None None None Growth Fund - ------------------------------------------------------------------------------------------------------------------------------------ Dividend Growth Fund None None None $10,001-$50,000 None $10,001-$50,000 None None None - ------------------------------------------------------------------------------------------------------------------------------------ Emerging Europe & None None None None None None None None None Mediterranean Fund - ------------------------------------------------------------------------------------------------------------------------------------ Emerging Markets Bond Fund None None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Emerging Markets Stock Fund None None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Equity Income Fund None None$50,001-$100,$50,001-$100,000 None $50,001-$100,000 None $10,001-$50,00None - ------------------------------------------------------------------------------------------------------------------------------------ Equity Income Fund-Advisor None None None None None None None None Class - ------------------------------------------------------------------------------------------------------------------------------------ Equity Income Portfolio None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Equity Index 500 Fund None None None None None over $100,000 None None - ------------------------------------------------------------------------------------------------------------------------------------ Equity Index 500 Portfolio None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ European Stock Fund None over $10,001-$50,000 $10,001-$50,000 None None None None $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Extended Equity Market None None None None None None None None Index Fund - ------------------------------------------------------------------------------------------------------------------------------------ Financial Services Fund None None $10,001-$50,000 None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Florida Intermediate None None None None None None None None Tax-Free Fund - ------------------------------------------------------------------------------------------------------------------------------------ Georgia Tax-Free Bond Fund None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Global Stock Fund None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Global Technology Fund None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ GNMA Fund None None None None None None over None $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Government Reserve None None None None None None None None Investment Fund - ------------------------------------------------------------------------------------------------------------------------------------ Growth & Income Fund None None $1-$10,000 None None None over No$10, $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Growth Stock Fund None None $10,001-$50,000 None $10,001-$50,000 None None None - ------------------------------------------------------------------------------------------------------------------------------------ Growth Stock Fund-Advisor None None None None None None None None Class - ------------------------------------------------------------------------------------------------------------------------------------ Health Sciences Fund None None $10,001-$50,000 None None None None $50,001-$100 - ------------------------------------------------------------------------------------------------------------------------------------ Health Sciences Portfolio None None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ High Yield Fund $1-$10,000 None $10,001-$50,000 None None None over None $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ High Yield Fund-Advisor None None None None None None None None Class - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Foreign None None None None None None None None Equity Fund - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Large-Cap None None None None None None None None Growth Fund - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Large-Cap None None None None None None None None Value Fund - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Mid-Cap None None None None None None None None Equity Growth Fund - ------------------------------------------------------------------------------------------------------------------------------------ Institutional Small-Cap None None None None None None None None Stock Fund - ------------------------------------------------------------------------------------------------------------------------------------ International Bond Fund None None $50,001-$100,000 None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ International Bond None None None None None None None None Fund-Advisor Class - ------------------------------------------------------------------------------------------------------------------------------------ International Discovery None$50,001-$100,0$10,001-$50,000 None over $100,000 None None None Fund - ------------------------------------------------------------------------------------------------------------------------------------ International Equity Index None None None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ International Growth & None None None None None None None No Income Fund - ------------------------------------------------------------------------------------------------------------------------------------ International Stock Fund $1-$10,000 over $100,000 None over $100,000 None None None No - ------------------------------------------------------------------------------------------------------------------------------------ International Stock None None None None None None None No Fund-Advisor Class - ------------------------------------------------------------------------------------------------------------------------------------ International Stock None None None None None None None No Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ Japan Fund None None None None None None None No - ------------------------------------------------------------------------------------------------------------------------------------ Latin America Fund None None None None None None None No - ------------------------------------------------------------------------------------------------------------------------------------ Limited-Term Bond Portfolio None None None None None None None No - ------------------------------------------------------------------------------------------------------------------------------------ Maryland Short-Term None None None None None None None No Tax-Free Bond Fund - ------------------------------------------------------------------------------------------------------------------------------------ Maryland Tax-Free Bond Fund None None None None None None None No - ------------------------------------------------------------------------------------------------------------------------------------ Maryland Tax-Free Money None None None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ Media & Telecommunications None $10,001-$50,000 None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ Mid-Cap Growth Fund None None $1-$10,000 $10,001-$50,000 None None No$10,001- - ------------------------------------------------------------------------------------------------------------------------------------ Mid-Cap Growth Fund-Advisor None None None None None None None No Class - ------------------------------------------------------------------------------------------------------------------------------------ Mid-Cap Growth Portfolio None None None None None None None No - ------------------------------------------------------------------------------------------------------------------------------------ Mid-Cap Value Fund None None None None None None None No - ------------------------------------------------------------------------------------------------------------------------------------ New America Growth Fund None None None None over $100,000 $10,001-$50,000 None No - ------------------------------------------------------------------------------------------------------------------------------------ New America Growth None None None None None None None No Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ New Asia Fund None None None $10,001-$50,000 None None None No - ------------------------------------------------------------------------------------------------------------------------------------ New Era Fund None None None None None None No$10,001- - ------------------------------------------------------------------------------------------------------------------------------------ New Horizons Fund $1-$10,000 None $10,001-$50,000 $1-$10,000 over $100,000 $10,001-$50,000 No$10,001- - ------------------------------------------------------------------------------------------------------------------------------------ New Income Fund None None $50,001-$100,000 None None None over No $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ New Jersey Tax-Free Bond None None None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ New York Tax-Free Bond Fund None None None None None None None No - ------------------------------------------------------------------------------------------------------------------------------------ New York Tax-Free Money None None None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ Personal Strategy Balanced None None None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ Personal Strategy Balanced None None None None None None None No Portfolio - ------------------------------------------------------------------------------------------------------------------------------------ Personal Strategy Growth None None None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ Personal Strategy Income None None None None None None None No Fund - ------------------------------------------------------------------------------------------------------------------------------------ Prime Reserve Fund $1-$10,000 None over $100,000 None $1-$10,000 $50,001-$100,0$10,001-$50,0No - ------------------------------------------------------------------------------------------------------------------------------------ Prime Reserve Fund-PLUS None None None None None None None Class - ------------------------------------------------------------------------------------------------------------------------------------ Prime Reserve Portfolio None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Real Estate Fund None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Reserve Investment Fund None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Science & Technology Fund None over $100,000 None None None $10,001-$50,000 No$10,00 - ------------------------------------------------------------------------------------------------------------------------------------ Science & Technology None None None None None None None Fund-Advisor Class - ------------------------------------------------------------------------------------------------------------------------------------ Short-Term Bond Fund None None None $50,001-$100,000 None None over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Small-Cap Stock Fund None None $1-$10,000 $10,001-$50,000 None None No$10,00 - ------------------------------------------------------------------------------------------------------------------------------------ Small-Cap Stock None None None None None None None Fund-Advisor Class - ------------------------------------------------------------------------------------------------------------------------------------ Small-Cap Value Fund None None None None None None No$10,00 - ------------------------------------------------------------------------------------------------------------------------------------ Small-Cap Value None None None None None None None Fund-Advisor Class - ------------------------------------------------------------------------------------------------------------------------------------ Spectrum Growth Fund None None None None None over $100,000 None - ------------------------------------------------------------------------------------------------------------------------------------ Spectrum Income Fund None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Spectrum International Fund None None None None None $10,001-$50,000 None - ------------------------------------------------------------------------------------------------------------------------------------ Summit Cash Reserves Fund None None None over $100,000 None None over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Summit GNMA Fund None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Summit Municipal Income None None None None None None over Fund $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Summit Municipal None None None None None None over Intermediate Fund $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Summit Municipal Money None None None None None $50,001-$100,000 None Market Fund - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Efficient Balanced Fund None None None $50,001-$100,000 None None None - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Efficient Growth Fund None None None $10,001-$50,000 None None None - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Efficient Multi-Cap None None None None None None None Growth Fund - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Exempt Money Fund None None None None None None over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Exempt Money Fund-PLUS None None None None None None None Class - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Free High Yield Fund None None None None None None over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Free Income Fund None None None None None None over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Free Intermediate Bond None None None None None None None Fund - ------------------------------------------------------------------------------------------------------------------------------------ Tax-Free Short-Intermediate None None None None None None None Fund - ------------------------------------------------------------------------------------------------------------------------------------ Total Equity Market Index None None None None None None None Fund - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Bond Index Fund None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Treasury Intermediate None None over $100,000 None None None over Fund $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Treasury Long-Term None None None None None None over Fund $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ U.S. Treasury Money Fund None None None None None None over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Value Fund None None $10,001-$50,000 None None $50,001-$100,000 over $100,000 - ------------------------------------------------------------------------------------------------------------------------------------ Value Fund-Advisor Class None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------ Virginia Tax-Free Bond Fund None None None None None None None - ------------------------------------------------------------------------------------------------------------------------------------
51 52 53 54 55
Kennedy Laporte Riepe Testa - -------------------------------------------------------------------------------------------- Aggregate Holdings, ------------------- All Funds over $100,000 over $100,000 over $100,000 over $100,000 --------- - -------------------------------------------------------------------------------------------- Balanced Fund None None over $100,000 None - -------------------------------------------------------------------------------------------- Blue Chip Growth Fund None None None None - -------------------------------------------------------------------------------------------- Blue Chip Growth None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Blue Chip Growth None None None None Portfolio - -------------------------------------------------------------------------------------------- California Tax-Free None None None None Bond Fund - -------------------------------------------------------------------------------------------- California Tax-Free None None None None Money Fund - -------------------------------------------------------------------------------------------- Capital Appreciation over $100,000 over $100,000 over $100,000 None Fund - -------------------------------------------------------------------------------------------- Capital Opportunity $10,001-$50,000 $50,001-$100,000 None None Fund - -------------------------------------------------------------------------------------------- Corporate Income Fund None None None None - -------------------------------------------------------------------------------------------- Developing None over $100,000 None None Technologies Fund - -------------------------------------------------------------------------------------------- Diversified Small-Cap None None None None Growth Fund - -------------------------------------------------------------------------------------------- Dividend Growth Fund over $100,000 None None None - -------------------------------------------------------------------------------------------- Emerging Europe & None None None None Mediterranean Fund - -------------------------------------------------------------------------------------------- Emerging Markets Bond None None None None Fund - -------------------------------------------------------------------------------------------- Emerging Markets None None None over $100,000 Stock Fund - -------------------------------------------------------------------------------------------- Equity Income Fund $10,001-$50,000 None over $100,000 None - -------------------------------------------------------------------------------------------- Equity Income None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Equity Income None None None None Portfolio - -------------------------------------------------------------------------------------------- Equity Index 500 Fund None None None None - -------------------------------------------------------------------------------------------- Equity Index 500 None None None None Portfolio - -------------------------------------------------------------------------------------------- European Stock Fund None $10,001-$50,000 None None - -------------------------------------------------------------------------------------------- Extended Equity None None None None Market Index Fund - -------------------------------------------------------------------------------------------- Financial Services over $100,000 None None None Fund - -------------------------------------------------------------------------------------------- Florida Intermediate None None None None Tax-Free Fund - -------------------------------------------------------------------------------------------- Georgia Tax-Free Bond None None None None Fund - -------------------------------------------------------------------------------------------- Global Stock Fund None None None None - -------------------------------------------------------------------------------------------- Global Technology None None None None Fund - -------------------------------------------------------------------------------------------- GNMA Fund None None None None - -------------------------------------------------------------------------------------------- Government Reserve None None None None Investment Fund - -------------------------------------------------------------------------------------------- Growth & Income Fund None None over $100,000 None - -------------------------------------------------------------------------------------------- Growth Stock Fund None None None None - -------------------------------------------------------------------------------------------- Growth Stock None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Health Sciences Fund over $100,000 None None over $100,000 - -------------------------------------------------------------------------------------------- Health Sciences None None None None Portfolio - -------------------------------------------------------------------------------------------- High Yield Fund None None over $100,000 None - -------------------------------------------------------------------------------------------- High Yield None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Institutional Foreign None None None None Equity Fund - -------------------------------------------------------------------------------------------- Institutional None None None None Large-Cap Growth Fund - -------------------------------------------------------------------------------------------- Institutional None None None None Large-Cap Value Fund - -------------------------------------------------------------------------------------------- Institutional Mid-Cap None None None None Equity Growth Fund - -------------------------------------------------------------------------------------------- Institutional None None None None Small-Cap Stock Fund - -------------------------------------------------------------------------------------------- International Bond None None None None Fund - -------------------------------------------------------------------------------------------- International Bond None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- International $50,001-$100,000 over $100,000 $1-$10,000 over $100,000 Discovery Fund - -------------------------------------------------------------------------------------------- International Equity None None None None Index Fund - -------------------------------------------------------------------------------------------- International Growth None None None None & Income Fund - -------------------------------------------------------------------------------------------- International Stock over $100,000 over $100,000 over $100,000 over $100,000 Fund - -------------------------------------------------------------------------------------------- International Stock None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- International Stock None None None None Portfolio - -------------------------------------------------------------------------------------------- Japan Fund None None over $100,000 None - -------------------------------------------------------------------------------------------- Latin America Fund over $100,000 None None None - -------------------------------------------------------------------------------------------- Limited-Term Bond None None None None Portfolio - -------------------------------------------------------------------------------------------- Maryland Short-Term None None None None Tax-Free Bond Fund - -------------------------------------------------------------------------------------------- Maryland Tax-Free None over $100,000 None None Bond Fund - -------------------------------------------------------------------------------------------- Maryland Tax-Free None None None None Money Fund - -------------------------------------------------------------------------------------------- Media & Telecommunications over $100,000 None None None Fund - -------------------------------------------------------------------------------------------- Mid-Cap Growth Fund over $100,000 over $100,000 None over $100,000 - -------------------------------------------------------------------------------------------- Mid-Cap Growth None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Mid-Cap Growth None None None None Portfolio - -------------------------------------------------------------------------------------------- Mid-Cap Value Fund over $100,000 None None None - -------------------------------------------------------------------------------------------- New America Growth None over $100,000 None None Fund - -------------------------------------------------------------------------------------------- New America Growth None None None None Portfolio - -------------------------------------------------------------------------------------------- New Asia Fund over $100,000 over $100,000 $1-$10,000 None - -------------------------------------------------------------------------------------------- New Era Fund over $100,000 None None None - -------------------------------------------------------------------------------------------- New Horizons Fund None over $100,000 None over $100,000 - -------------------------------------------------------------------------------------------- New Income Fund None $10,001-$50,000 None None - -------------------------------------------------------------------------------------------- New Jersey Tax-Free None None None None Bond Fund - -------------------------------------------------------------------------------------------- New York Tax-Free None None None None Bond Fund - -------------------------------------------------------------------------------------------- New York Tax-Free None None None None Money Fund - -------------------------------------------------------------------------------------------- Personal Strategy None None None None Balanced Fund - -------------------------------------------------------------------------------------------- Personal Strategy None None None None Balanced Portfolio - -------------------------------------------------------------------------------------------- Personal Strategy None None None None Growth Fund - -------------------------------------------------------------------------------------------- Personal Strategy None None None None Income Fund - -------------------------------------------------------------------------------------------- Prime Reserve Fund over $100,000 $10,001-$50,000 over $100,000 $10,001-$50,000 - -------------------------------------------------------------------------------------------- Prime Reserve None None None None Fund-PLUS Class - -------------------------------------------------------------------------------------------- Prime Reserve None None None None Portfolio - -------------------------------------------------------------------------------------------- Real Estate Fund None None None None - -------------------------------------------------------------------------------------------- Reserve Investment None None None None Fund - -------------------------------------------------------------------------------------------- Science & Technology None over $100,000 over $100,000 None Fund - -------------------------------------------------------------------------------------------- Science & Technology None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Short-Term Bond Fund None None over $100,000 None - -------------------------------------------------------------------------------------------- Small-Cap Stock Fund over $100,000 None None None - -------------------------------------------------------------------------------------------- Small-Cap Stock None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Small-Cap Value Fund None None over $100,000 over $100,000 - -------------------------------------------------------------------------------------------- Small-Cap Value None None None None Fund-Advisor Class - -------------------------------------------------------------------------------------------- Spectrum Growth Fund None None None None - -------------------------------------------------------------------------------------------- Spectrum Income Fund None None None None - -------------------------------------------------------------------------------------------- Spectrum None None None None International Fund - -------------------------------------------------------------------------------------------- Summit Cash Reserves over $100,000 over $100,000 over $100,000 over $100,000 Fund - -------------------------------------------------------------------------------------------- Summit GNMA Fund None None None None - -------------------------------------------------------------------------------------------- Summit Municipal None None None None Income Fund - -------------------------------------------------------------------------------------------- Summit Municipal None None None over $100,000 Intermediate Fund - -------------------------------------------------------------------------------------------- Summit Municipal over $100,000 None over $100,000 None Money Market Fund - -------------------------------------------------------------------------------------------- Tax-Efficient None None None None Balanced Fund - -------------------------------------------------------------------------------------------- Tax-Efficient Growth None None None None Fund - -------------------------------------------------------------------------------------------- Tax-Efficient None None None None Multi-Cap Growth Fund - -------------------------------------------------------------------------------------------- Tax-Exempt Money Fund over $100,000 None None None - -------------------------------------------------------------------------------------------- Tax-Exempt Money None None None None Fund-PLUS Class - -------------------------------------------------------------------------------------------- Tax-Free High Yield None None None None Fund - -------------------------------------------------------------------------------------------- Tax-Free Income Fund None None None $10,001-$50,000 - -------------------------------------------------------------------------------------------- Tax-Free Intermediate None None None None Bond Fund - -------------------------------------------------------------------------------------------- Tax-Free Short-Intermediate None None over $100,000 None Fund - -------------------------------------------------------------------------------------------- Total Equity Market None None over $100,000 None Index Fund - -------------------------------------------------------------------------------------------- U.S. Bond Index Fund None None None None - -------------------------------------------------------------------------------------------- U.S. Treasury None None None None Intermediate Fund - -------------------------------------------------------------------------------------------- U.S. Treasury None None None None Long-Term Fund - -------------------------------------------------------------------------------------------- U.S. Treasury Money None None None None Fund - -------------------------------------------------------------------------------------------- Value Fund over $100,000 over $100,000 over $100,000 over $100,000 - -------------------------------------------------------------------------------------------- Value Fund-Advisor None None None None Class - -------------------------------------------------------------------------------------------- Virginia Tax-Free None None None None Bond Fund - --------------------------------------------------------------------------------------------
56 57 PRINCIPAL HOLDERS OF SECURITIES ------------------------------------------------------------------------------- As of July 31, 2002, the officers and directors of the fund, as a group, owned less than 1% of the outstanding shares of the fund. As of July 31, 2002, the following shareholders of record owned more than 5% of the outstanding shares of any share class of the fund: Balanced (53.65%), Capital Appreciation (19.18%), Equity Income (25.05%), Extended Equity Market Index (16.57%), Growth & Income (26.47%), Growth Stock (23.16%), New America Growth (32.11%), New Era (5.59%), New Horizons (31.14%), Science & Technology (21.66%), and Small-Cap Value Funds (20.36%): T. Rowe Price Trust Company, Inc./a/, Attn.: TRPS Institutional Control Department, P.O. Box 17215, Baltimore, Maryland 21297-1215; /a/ T. Rowe Price Trust Company is a wholly owned subsidiary of T. Rowe Price Associates, Inc., which is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. T. Rowe Price 58 Trust Company is not the beneficial owner of these shares. Such shares are held of record by T. Rowe Price Trust Company and are voted by various retirement plans and retirement participants. Blue Chip Growth Fund (39.82%): T. Rowe Price Retirement Plan Services/b/ TR Blue Chip Growth Fund, Attn.: Asset Reconciliations, P.O. Box 17215, Baltimore, Maryland 21297-1215; /b/ T. Rowe Price Retirement Plan Services is a wholly owned subsidiary of T. Rowe Price Associates, Inc., which is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. T. Rowe Price Retirement Plan Services is not the beneficial owner of these shares. Such shares are held of record by T. Rowe Price Retirement Plan Services and are voted by various retirement plans and retirement participants. Capital Appreciation (6.88%), Financial Services (6.67%), Mid-Cap Growth (10.43%), Mid-Cap Value (6.04%), New Era (7.12%), and Small-Cap Value Funds (6.50%): Charles Schwab & Co. Inc., Reinvest Account, Attn.: Mutual Fund Department, 101 Montgomery Street, San Francisco, California 94104-4122; Capital Opportunity (5.85%) and Value Funds (23.07%): T. Rowe Price Trust Company, Inc., Attn.: Installation Team for TRPS Institutional Control Department, P.O. Box 17125, Baltimore, Maryland 21297-1125; Developing Technologies Fund (10.93%): Trustees of T. Rowe Price, 401k Plus Plan, Attn.: Financial Reporting Department, P.O. Box 89000, Baltimore, Maryland 21289-0001; Dividend Growth Fund (17.49%): T. Rowe Price Trust Company, Inc., Dividend Growth Fund (DGF), Attn.: Asset Reconciliation, P.O. Box 17215, Baltimore, Maryland 21297-1215; Equity Index 500 Fund (38.85%): T. Rowe Price Trust Company, Inc., Attn.: RPS Control Department, 10090 Red Run Boulevard, Owings Mills, Maryland 21117-4842; Growth & Income (13.62%), New Era (5.10%), New Horizons (10.38%), and Mid-Cap Value Funds (16.28%): Pirateline & Company, T. Rowe Price Associates, Attn.: Fund Accounting Department, 100 East Pratt Street, Baltimore, Maryland 21202-1009; Institutional Large-Cap Growth Fund (100.00%): T. Rowe Price Associates/c/, Attn.: Financial Reporting Department, 100 East Pratt Street, Baltimore, Maryland 21202-1009; /c/ T. Rowe Price Associates is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. Securities owned by T. Rowe Price Associates are the result of its contribution to the fund at the fund's inception in order to provide the fund with sufficient capital to invest in accordance with its investment program. At the level of ownership indicated, T. Rowe Price Associates would be able to determine the outcome of most issues that were submitted to shareholders for vote. Institutional Large-Cap Value Fund (100.00%): T. Rowe Price Finance Inc./d/, 802 West Street, Suite 301, Wilmington, Delaware 19801-1526; /d/ T. Rowe Price Finance is a wholly owned subsidiary of T. Rowe Price Associates, Inc., which is a wholly owned subsidiary of T. Rowe Price Group, Inc., each a Maryland corporation. Securities owned by T. Rowe Price Finance are the result of its contribution to the fund at the fund's inception in order to provide the fund with sufficient capital to invest in accordance with its investment program. At the level of ownership indicated, T. Rowe Price Finance would be able to determine the outcome of most issues that were submitted to shareholders for vote. Institutional Mid-Cap Equity Growth Fund: Atlantic Trust Company NA (8.81%), Attn.: Kathy Trull, 100 Federal Street, 37th Floor, Boston, Massachusetts 02110-1802; Atlantic Trust Company NA (11.43%), Attn.: Kathy Trull, 100 Federal Street, 37th Floor, Boston, Massachusetts 02110-1802; Stichting Pensioenfonds (7.98%), Van de Koninklijke Nedlloyd, P.O. Box 1982, 3000 B Z Rotterdam, The Netherlands; Mellon Trust Co. TR Nexfor Master Investment Trust Funds, 161 Bay Street, P.O. Box 500, Toronto, Ontario Canada M5J2S8; Band & Company (5.37%), c/o Firstar Bank, P.O. Box 1787, Milwaukee, Wisconsin 53201-1787; 59 Institutional Small-Cap Stock Fund: Brookline Contributory Retirement Systems (5.36%), 333 Washington Street, Brookline, Massachusetts 02445-6853; Northern Trust Co. TR Illinois Tool Works Pension Trust U/A DTD 1/8/90 (11.87%), Attn.: Robert T. Callahan, 3600 West Lake Avenue, Glenview, Illinois 60025-1215; Deutsche Trust Bank Limited FBO Tokkin Fund No. 5064 (12.67%), Sanno Park Tower 2-11-1, Nagatacho Chiyoda KU, Tokyo, Japan 100-6172; Sigler & Co. Cust, Smithsonian Institution (18.46%), Chase Manhattan Bank, Mark R. Pensec, AVP, 4 New York Plaza 2nd Floor, New York, New York 10004-2413; Media & Telecommunications Fund (7.09%): T. Rowe Price Trust Company, Inc., Media & Telecommunications Fund, DST #121, P.O. Box 17215, Baltimore, Maryland 21297-1215; Mid-Cap Growth Fund (17.34%): T. Rowe Price Trust Company, Inc., Attn.: Asset Reconciliations, P.O. Box 17215, Baltimore, Maryland 21297-1215; Mid-Cap Value Fund: National Financial Services for the Exclusive Benefit of Our Customers (6.50%), 200 Liberty, One Financial Center 5th Floor, New York, New York 10281-1003; New America Growth Fund (9.15%): Wilmington Trust Co. TR, FBO Continental Airlines Inc., DCP Plan A/C #49277-0, c/o Mutual Funds, P.O. Box 8971, Wilmington, Delaware 19899-8971; Real Estate Fund (6.67%): T. Rowe Price Retirement Plan Services, Inc., Kimley-Horn Retirement Savings PL, Plan #105315, NB-Custom Blended Fund #122 REF, P.O. Box 17215, Baltimore, Maryland 21297-1215; Small-Cap Stock Fund: T. Rowe Price Trust Company, Inc. (17.95%), T. Rowe Price OTC Fund, Attn.: RPS Control Department, P.O. Box 17215, Baltimore, Maryland 21297-1215; Norwest Bank Company NA TR FBO State of Minnesota Deferred Compensation Plan, Minnesota State Deferred Compensation Plan Trust (7.14%), c/o Great West Life Recordkeeper, 8515 East Orchard Road, Attn.: 2T2, Englewood, Colorado 80111-5037. INVESTMENT MANAGEMENT SERVICES ------------------------------------------------------------------------------- Services Under the Management Agreement, T. Rowe Price provides the fund with discretionary investment services. Specifically, T. Rowe Price is responsible for supervising and directing the investments of the fund in accordance with the fund's investment objectives, program, and restrictions as provided in its prospectus and this Statement of Additional Information. T. Rowe Price is also responsible for effecting all security transactions on behalf of the fund, including the negotiation of commissions and the allocation of principal business and portfolio brokerage. . In addition to these services, T. Rowe Price provides the fund with certain corporate administrative services, including: maintaining the fund's corporate existence and corporate records; registering and qualifying fund shares under federal laws; monitoring the financial, accounting, and administrative functions of the fund; maintaining liaison with the agents employed by the fund such as the fund's custodian and transfer agent; assisting the fund in the coordination of such agents' activities; and permitting T. Rowe Price's employees to serve as officers, directors, and committee members of the fund without cost to the fund. The Management Agreement also provides that T. Rowe Price, its directors, officers, employees, and certain other persons performing specific functions for the fund will only be liable to the fund for losses resulting from willful misfeasance, bad faith, gross negligence, or reckless disregard of duty. Approval of Management Agreements The Management Agreements of the funds are reviewed each year by the funds' Boards of Directors to determine whether the agreements should be renewed for a one-year period or not. Renewal of the agreements requires the majority vote of the Board of Directors, including a majority of the independent directors. Each fund board consists of a majority of independent directors. In approving the continuation of the investment management agreements for each fund for the current year, the Board reviewed reports prepared by T. Rowe Price, materials provided by fund counsel and counsel to the 60 independent directors, as well as other information. The Board considered the nature and quality of the investment management services provided to the fund by T. Rowe Price under the investment management agreements and the personnel who provide these services, including the historical performance of the fund compared to its benchmark index and its peer group of similar investment companies. In addition, the Board considered other services provided to the fund by T. Rowe Price and its affiliates, such as administrative services, shareholder services, fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the fund's operation. The Board considered the fees paid to T. Rowe Price for investment management services, as well as compensation paid to T. Rowe Price or its affiliates for other non-advisory services provided to the fund. In connection with its review of the fees paid to T. Rowe Price and its affiliates, the Board reviewed information provided by Lipper Inc. comparing the fund's advisory fee rate and overall expense ratio with those of comparable funds. Where applicable, the Board considered that the fund's advisory fee structure reflects breakpoints, which permit fee reductions resulting from economies of scale. Additionally and where applicable, the Board considered the contractual fee waivers and expense reimbursements agreed to by T. Rowe Price. The Board also considered the costs incurred and the benefits received by T. Rowe Price and its affiliates, including the profitability of T. Rowe Price from providing advisory services to the fund. In reviewing data concerning the profitability of T. Rowe Price, the Board examined, among other components, the cost allocation methodology utilized in the presentation. In addition, the Board considered other potential benefits to T. Rowe Price, such as the research services T. Rowe Price receives from brokers in return for allocating fund brokerage in a "soft dollar" arrangement. Based on the information reviewed and the discussions, the Board concluded that it was satisfied with the nature and quality of the services provided by T. Rowe Price to the fund and that the management fee rate was reasonable in relation to such services. The independent directors of the fund were assisted by independent legal counsel in their deliberations. All funds except Equity Index 500, Extended Equity Market Index, Total Equity Market Index, Institutional Large-Cap Growth, Institutional Large-Cap Value, Institutional Mid-Cap Equity Growth, and Institutional Small-Cap Stock Funds Management Fee The fund pays a fee ("Fee") which consists of two components: a Group Management Fee ("Group Fee") and an Individual Fund Fee ("Fund Fee"). The Fee is paid monthly to T. Rowe Price on the first business day of the next succeeding calendar month and is calculated as described next. The monthly Group Fee ("Monthly Group Fee") is the sum of the daily Group Fee accruals ("Daily Group Fee Accruals") for each month. The Daily Group Fee Accrual for any particular day is computed by multiplying the Price Funds' group fee accrual as determined below ("Daily Price Funds' Group Fee Accrual") by the ratio of the Price Fund's net assets for that day to the sum of the aggregate net assets of the Price Funds for that day. The Daily Price Funds' Group Fee Accrual for any particular day is calculated by multiplying the fraction of one (1) over the number of calendar days in the year by the annualized Daily Price Funds' Group Fee Accrual for that day as determined in accordance with the following schedule:
0.480% First $1 billion 0.360% Next $2 billion 0.310% Next $16 billion ------------------------------------------------------------------------------ 0.450% Next $1 billion 0.350% Next $2 billion 0.305% Next $30 billion ------------------------------------------------------------------------------ 0.420% Next $1 billion 0.340% Next $5 billion 0.300% Next $40 billion ------------------------------------------------------------------------------ 0.390% Next $1 billion 0.330% Next $10 billion 0.295% Thereafter ------------------------------------------------------------------------------ 0.370% Next $1 billion 0.320% Next $10 billion
For the purpose of calculating the Group Fee, the Price Funds include all the mutual funds distributed by Investment Services (excluding the T. Rowe Price Spectrum Funds, and any institutional, index, or private label mutual funds). For the purpose of calculating the Daily Price Funds' Group Fee Accrual for any 61 particular day, the net assets of each Price Fund are determined in accordance with the fund's prospectus as of the close of business on the previous business day on which the fund was open for business. The monthly Fund Fee ("Monthly Fund Fee") is the sum of the daily Fund Fee accruals ("Daily Fund Fee Accruals") for each month. The Daily Fund Fee Accrual for any particular day is computed by multiplying the fraction of one (1) over the number of calendar days in the year by the individual Fund Fee Rate and multiplying this product by the net assets of the fund for that day, as determined in accordance with the fund's prospectus as of the close of business on the previous business day on which the fund was open for business. The individual fund fees are listed in the following chart:
Balanced Fund 0.15% Blue Chip Growth Fund 0.30% Capital Appreciation Fund 0.30% Capital Opportunity Fund 0.35% Developing Technologies Fund 0.60% Diversified Small-Cap Growth Fund 0.35% Dividend Growth Fund 0.20% Equity Income Fund 0.25% Financial Services Fund 0.35% Global Technology Fund 0.45% Growth & Income Fund 0.25% Growth Stock Fund 0.25% Health Sciences Fund 0.35% Media & Telecommunications Fund 0.35% Mid-Cap Growth Fund 0.35% Mid-Cap Value Fund 0.35% New America Growth Fund 0.35% New Era Fund 0.25% New Horizons Fund 0.35% Real Estate Fund 0.30% Science & Technology Fund 0.35% Small-Cap Stock Fund 0.45% Small-Cap Value Fund 0.35% Value Fund 0.35%
Equity Index 500 Fund The fund pays T. Rowe Price an annual investment management fee in monthly installments of 0.15% of the average daily net asset value of the fund. Extended Equity Market Index and Total Equity Market Index Funds The Management Agreement between each fund and T. Rowe Price provides that each fund pays T. Rowe Price an annual fee of 0.40%. The agreement also provides that T. Rowe Price will pay all expenses of each fund's operations, except interest, taxes, brokerage commissions, and other charges incident to the purchase, sale, or lending of the fund's portfolio securities, directors' fees, and expenses (including counsel fees and expenses) and such non-recurring or extraordinary expenses that may arise, including the costs of actions, suits, or proceedings to which the fund is a party and the expenses the fund may incur as a result of its obligation to provide indemnification to its officers, directors, and agents. However, the Board of Directors for the funds reserves the right to impose additional fees against shareholder accounts to defray expenses which would otherwise be paid by T. Rowe Price under the management agreement. The Board does not anticipate levying such charges; such a fee, if charged, may be retained by the fund or paid to T. Rowe Price. 62 Institutional Large-Cap Growth Fund The fund pays T. Rowe Price an annual investment management fee in monthly installments of 0.55% of the average daily net asset value of the fund. Institutional Large-Cap Value Fund The fund pays T. Rowe Price an annual investment management fee in monthly installments of 0.55% of the average daily net asset value of the fund. Institutional Mid-Cap Equity Growth Fund The fund pays T. Rowe Price an annual investment management fee in monthly installments of 0.60% of the average daily net asset value of the fund. Institutional Small-Cap Stock Fund The fund pays T. Rowe Price an annual investment management fee in monthly installments of 0.65% of the average daily net asset value of the fund. Expense Limitations and Reimbursements The following chart sets forth expense ratio limitations and the periods for which they are effective. For each, T. Rowe Price has agreed to bear any fund expenses (other than interest, taxes, brokerage, and other expenditures that are capitalized in accordance with generally accepted accounting principles and extraordinary expenses) which would cause the fund's ratio of expenses to average net assets to exceed the indicated percentage limitation. . (The expense limitation for the Advisor Class relates to operating expenses other than management fees and certain other portfolio level expenses such as fees for custody, outside directors, and auditors.) The expenses borne by T. Rowe Price are subject to reimbursement by the fund through the indicated reimbursement date, provided no reimbursement will be made if it would result in the fund's expense ratio exceeding its applicable limitation. .
Expense Reimbursement Fund Limitation Period ------- ------------- ---- ----------------- Ratio Date - ------------------------------------------------------------------------------------------- ----- ---- Limitation ---------- ------------------------------- January 1, 2002 - Blue Chip Growth Fund-Advisor Class December 31, 2003 December 31, 2005 September 30, 2002 - Blue Chip Growth Fund-R Class April 30, 2004 April 30, 2006 August 31, 2000 - Developing Technologies December 31, 2002 1.50% December 31, 2004 May 1, 2002 - April Diversified Small-Cap Growth(a) 30, 2004 April 30, 2006 January 1, 2002 - Equity Income Fund-Advisor Class(b) December 31, 2003 December 31, 2005 September 30, 2002 - Equity Income Fund-R Class April 30, 2004 April 30, 2006 January 1, 2001 - Equity Index 500(c) December 31, 2003 December 31, 2005 September 29, 2000 - Global Technology December 31, 2002 1.50% December 31, 2004 January 1, 2002 - Growth Stock Fund-Advisor Class December 31, 2003 December 31, 2005 September 30, 2002 - Growth Stock Fund-R Class April 30, 2004 April 30, 2006 October 31, 2001 - Institutional Large-Cap Growth December 31, 2002 December 31, 2004 January 1, 2002 - Institutional Large-Cap Value(d) December 31, 2003 December 31, 2005 January 1, 2002 - Institutional Small-Cap Stock(e) December 31, 2003 December 31, 2005 January 1, 2002 - Mid-Cap Growth Fund-Advisor Class(f) December 31, 2003 December 31, 2005 September 30, 2002 - Mid-Cap Growth Fund-R Class April 30, 2004 April 30, 2006 September 30, 2002 - Mid-Cap Value Fund-Advisor Class April 30, 2004 April 30, 2006 September 30, 2002 - Mid-Cap Value Fund-R Class April 30, 2004 April 30, 2006 January 1, 2002 - Real Estate(g) December 31, 2003 December 31, 2005 January 1, 2002 - Science & Technology Fund-Advisor Class(h) December 31, 2003 December 31, 2005 January 1, 2002 - Small-Cap Stock Fund-Advisor Class(i) December 31, 2003 December 31, 2005 January 1, 2002 - Small-Cap Value Fund-Advisor Class(j) December 31, 2003 December 31, 2005 Value Fund-Advisor Class(k) January 1, 2002 - December 31, 2005 December 31, 2003 - --------------------------------------------------------------------------------------------------------------------------
63 (a) The Diversified Small-Cap Growth Fund previously operated under a 1.25% limitation that expired December 31, 2000. The reimbursement period for this limitation extends through December 31, 2002. (b) The Equity Income Fund-Advisor Class previously operated under a 1.00% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (c) The Equity Index 500 Fund previously operated under a 0.35% limitation that expired December 31, 2000. The reimbursement period for this limitation extends through December 31, 2002. (d) The Institutional Large-Cap Value Fund previously operated under a 0.65% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (e) The Institutional Small-Cap Stock Fund previously operated under a 0.75% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (f) The Mid-Cap Growth Fund-Advisor Class previously operated under a 1.10% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (g) The Real Estate Fund previously operated under a 1.00% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (h) The Science & Technology Fund-Advisor Class previously operated under a 1.15% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (i) The Small-Cap Stock Fund-Advisor Class previously operated under a 1.20% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (j) The Small-Cap Value Fund-Advisor Class previously operated under a 1.15% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. (k) The Value Fund-Advisor Class previously operated under a 1.10% limitation that expired December 31, 2001. The reimbursement period for this limitation extends through December 31, 2003. Each of the above-referenced fund's Management Agreement also provides that one or more additional expense limitation periods (of the same or different time periods) may be implemented after the expiration of the current expense limitation, and that with respect to any such additional limitation period, the fund may reimburse T. Rowe Price, provided the reimbursement does not result in the fund's aggregate expenses exceeding the additional expense limitation. Pursuant to the Developing Technologies Fund's current expense limitation, $122,000 of management fees were not accrued by the fund for the period ended December 31, 2001. At December 31, 2001, unaccrued fees and other expenses in the amount of $199,000 remain subject to reimbursement by the fund through December 31, 2004. Pursuant to the Diversified Small-Cap Growth Fund's previous expense limitation, $114,000 of unaccrued fees remain subject to reimbursement by the fund through December 31, 2002. Pursuant to the Equity Index 500 Fund's previous expense limitation, $1,822,000 of management fees were not accrued by the fund for the year ended December 31, 2001. At December 31, 2001, unaccrued fees in the amount of $1,822,000 remain subject to reimbursement by the fund through December 31, 2003. Pursuant to the Global Technology Fund's current expense limitation, $185,000 of management fees were not accrued by the fund for the year ended December 31, 2001. Pursuant to the Institutional Large-Cap Growth Fund's current expense limitation, $2,000 of management fees were not accrued by the fund for the period ended December 31, 2001, and $15,000 of other fund expenses 64 were borne by the manager. At December 31, 2001, unaccrued fees and other expenses in the amount of $17,000 remain subject to reimbursement by the fund through December 31, 2004. Pursuant to the Institutional Large-Cap Value Fund's current expense limitation, $13,000 of management fees were not accrued by the fund for the period ended December 31, 2001, and $89,000 of other fund expenses were borne by the manager. At December 31, 2001, unaccrued fees and other expenses in the amount of $179,000 remain subject to reimbursement by the fund through December 31, 2003. Pursuant to the Institutional Small-Cap Stock Fund's current expense limitation, $76,000 of previously unaccrued management fees were accrued as expenses of the fund for the period ended December 31, 2001. Pursuant to the Real Estate Fund's current expense limitation, $140,000 of management fees were not accrued by the fund for the year ended December 31, 2001. At December 31, 2001, unaccrued fees and other expenses in the amount of $284,000 remain subject to reimbursement by the fund through December 31, 2003. Management Fee Compensation The following chart sets forth the total management fees, if any, paid to T. Rowe Price by each fund, during the last three fiscal years:
Fund 2001 2000 1999 ---- ---- ---- ---- Balanced $ 8,542,000 $ 9,675,000 $ 9,154,000 Blue Chip Growth* 41,035,000 45,037,000 34,536,000 Capital Appreciation 7,570,000 4,963,000 5,793,000 Capital Opportunity 559,000 686,000 763,000 Developing Technologies 62,000 (b) (a) Diversified Small-Cap Growth 480,000 679,000 292,000 Dividend Growth 3,676,000 4,010,000 6,522,000 Equity Income* 57,395,000 58,470,000 75,676,000 Equity Index 500 3,554,000 6,234,000 8,301,000 Extended Equity Market Index** 300,000 354,000 131,000 Financial Services 2,122,000 1,388,000 1,266,000 Global Technology 569,000 274,000 (a) Growth & Income 14,691,000 18,013,000 20,605,000 Growth Stock* 27,400,000 33,072,000 29,222,000 Health Sciences 5,675,000 4,403,000 2,038,000 Institutional Large-Cap Growth (b) (a) (a) Institutional Large-Cap Value (b) (b) (a) Institutional Mid-Cap Equity Growth 1,704,000 1,896,000 1,238,000 Institutional Small-Cap Stock 1,624,000 432,000 (a) Media & Telecommunications 4,885,000 7,174,000 3,144,000 Mid-Cap Growth* 42,179,000 39,493,000 27,412,000 Mid-Cap Value 2,445,000 1,495,000 1,427,000 New America Growth 8,612,000 11,988,000 13,511,000 New Era 6,414,000 6,223,000 6,131,000 New Horizons 36,074,000 45,642,000 33,020,000 Real Estate 207,000 589,000 (b) Science & Technology* 46,472,000 89,979,000 47,361,000 Small-Cap Stock* 20,306,000 15,623,000 10,276,000 Small-Cap Value* 11,370,000 8,294,000 9,213,000 - ------------------------------------------------------------------------------------------------------------ Total Equity Market Index** 766,000 863,000 512,000 Value* 8,231,000 5,644,000 5,699,000 - ------------------------------------------------------------------------------------------------------------
65 (a) Prior to commencement of operations. (b) Due to the fund's expense limitation in effect at that time, no management fees were paid by the fund to T. Rowe Price. * The fund has two classes of shares. The management fee is allocated to each class based on relative net assets. ** All-inclusive fee including Investment Management Fees and Administrative Expenses. Blue Chip Growth, Equity Income, Growth & Income, Growth Stock, Mid-Cap Value, New Era, and New Horizons Funds T. Rowe Price Spectrum Fund, Inc. The funds listed above are a party to a Special Servicing Agreement ("Agreement") between and among T. Rowe Price Spectrum Fund, Inc. ("Spectrum Fund"), T. Rowe Price, and various other T. Rowe Price funds which, along with such fund, are funds in which Spectrum Fund invests (collectively all such funds "Underlying Price Funds"). Each Agreement provides that, if the Board of Directors of any underlying Price fund determines that such underlying fund's share of the aggregate expenses of Spectrum Fund is less than the estimated savings to the underlying Price fund from the operation of Spectrum Fund, the underlying Price fund will bear those expenses in proportion to the average daily value of its shares owned by Spectrum Fund, provided further that no underlying Price fund will bear such expenses in excess of the estimated savings to it. Such savings are expected to result primarily from the elimination of numerous separate shareholder accounts which are or would have been invested directly in the underlying Price funds and the resulting reduction in shareholder servicing costs. Although such cost savings are not certain, the estimated savings to the underlying Price funds generated by the operation of Spectrum Fund are expected to be sufficient to offset most, if not all, of the expenses incurred by Spectrum Fund. All funds except Extended Equity Market Index and Total Equity Market Index Funds Management Related Services As noted above, the Management Agreement spells out the expenses to be paid by the fund. In addition to the Management Fee, the fund pays for the following: shareholder service expenses; custodial, accounting, legal, and audit fees; costs of preparing and printing prospectuses and reports sent to shareholders; registration fees and expenses; proxy and annual meeting expenses (if any); and director fees and expenses. T. Rowe Price Services, Inc., a wholly owned subsidiary of T. Rowe Price, acts as the fund's transfer and dividend disbursing agent and provides shareholder and administrative services. Services for certain types of retirement plans are provided by T. Rowe Price Retirement Plan Services, Inc., also a wholly owned subsidiary. The address for each is 100 East Pratt Street, Baltimore, MD 21202. Additionally, T. Rowe Price, under a separate agreement with the fund, provides accounting services to the fund. The funds paid the expenses shown in the following table for the fiscal year ended December 31, 2001, to T. Rowe Price and its affiliates. 66
Transfer Agent and Retirement Accounting Fund Shareholder Services Subaccounting Services ---- -------------------- Services -------- -------- Balanced $ 812,000 $ 4,385,000 $ 86,000 Blue Chip Growth 6,167,000 10,809,000 76,000 Blue Chip Growth Fund-Advisor Class 1,000 0 3,000 Capital Appreciation 900,000 1,310,000 64,000 Capital Opportunity 218,000 32,000 64,000 Developing Technologies 70,000 (*) 64,000 Diversified Small-Cap Growth 250,000 1,000 64,000 Dividend Growth 988,000 532,000 64,000 Equity Income 7,516,000 11,264,000 99,000 Equity Income Fund-Advisor Class 3,000 0 (*) Equity Index 500 3,570,000 3,500,000 65,000 Extended Equity Market Index 174,000 58,000 65,000 Financial Services 528,000 59,000 64,000 Global Technology 497,000 (*) 84,000 Growth & Income 2,360,000 2,648,000 84,000 Growth Stock 3,087,000 4,560,000 104,000 Health Sciences 1,817,000 220,000 64,000 Institutional Large-Cap Growth (*) 0 11,000 Institutional Large-Cap Value 1,000 0 64,000 Institutional Mid-Cap Equity Growth 1,000 0 64,000 Institutional Small-Cap Stock 2,000 0 64,000 Media & Telecommunications 1,795,000 196,000 64,000 Mid-Cap Growth 3,627,000 5,621,000 80,000 Mid-Cap Growth Fund-Advisor Class 3,000 0 (*) Mid-Cap Value 740,000 58,000 64,000 New America Growth 1,185,000 1,950,000 64,000 New Era 930,000 254,000 64,000 New Horizons 3,634,000 6,604,000 84,000 Real Estate 139,000 9,000 64,000 Science & Technology 9,908,000 5,137,000 72,000 Science & Technology Fund-Advisor Class 1,000 0 7,000 Small-Cap Stock 1,379,000 2,239,000 98,000 Small-Cap Stock Fund-Advisor Class 4,000 0 1,000 Small-Cap Value 1,071,000 1,741,000 79,000 Small-Cap Value Fund-Advisor Class 1,000 0 (*) Total Equity Market Index 399,000 12,000 64,000 Value 1,066,000 1,365,000 79,000 Value Fund-Advisor Class 1,000 0 (*) - -------------------------------------------------------------------------------
(*) Less than $1,000. 67 SERVICES BY OUTSIDE PARTIES ------------------------------------------------------------------------------- The shares of some fund shareholders are held in omnibus accounts maintained by various third parties, including retirement plan sponsors, insurance companies, banks, and broker-dealers. The fund has adopted an administrative fee payment ("AFP") program that authorizes the fund to make payments to these third parties. The payments are made for transfer agent, recordkeeping, and other administrative services provided by, or on behalf of, the third parties with respect to such shareholders and the omnibus accounts. Under the AFP program, the funds paid the amounts set forth below to various third parties in calendar year 2001.
Balanced Fund $ 146,413 Blue Chip Growth Fund 750,963 Capital Appreciation Fund 52,598 Capital Opportunity Fund 1,207 Dividend Growth Fund 4,474 Equity Income Fund 711,597 Equity Index 500 Fund 108,344 Financial Services Fund 9,513 Growth & Income Fund 71,544 Growth Stock Fund 97,325 Health Sciences Fund 30,863 Media & Telecommunications Fund 504 Mid-Cap Growth Fund 1,602,030 Mid-Cap Value Fund 8,268 New America Growth Fund 115,482 New Era Fund 38,459 New Horizons Fund 914,498 Science & Technology Fund 525,912 Small-Cap Stock Fund 668,769 Small-Cap Value Fund 197,468 Value Fund 50,018
Each Advisor Class has adopted an Advisor Class administrative fee payment program ("Advisor Class AFP") under which various intermediaries, including intermediaries receiving 12b-1 payments, may receive payments from the Advisor Class in addition to 12b-1 fees for providing various recordkeeping and transfer agent type services to the Advisor classes and/or shareholders thereof. These services include, but are not limited to: transmission of net purchase and redemption orders; maintenance of separate records for shareholders reflecting purchases, redemptions, and share balances; mailing of shareholder confirmations and periodic statements; and telephone services in connection with the above. Under the Advisor Class AFP program, the funds paid the amounts set forth below to various third parties in calendar year 2001.
Blue Chip Growth Fund-Advisor Class $1,026,704 Equity Income Fund-Advisor Class 112,600 Mid-Cap Growth Fund-Advisor Class 15,391 Science & Technology Fund-Advisor Class 2,153,287 Small-Cap Stock Fund-Advisor Class 60,806 Small-Cap Value Fund-Advisor Class 31,931 Value Fund-Advisor Class 17,257
68 Each R Class has adopted an R Class administrative fee payment program ("R Class AFP") under which various intermediaries, including intermediaries receiving 12b-1 payments, may receive payments from the R Class in addition to 12b-1 fees for providing various recordkeeping and transfer agent type services to the R classes and/ or shareholders thereof. These services include, but are not limited to: transmission of net purchase and redemption orders; maintenance of separate records for shareholders reflecting purchases, redemptions, and share balances; mailing of shareholder confirmations and periodic statements; and telephone services in connection with the above. T. Rowe Price Associates is the investment manager of several college savings plans established by states under section 529 of the Internal Revenue Code. Each plan has a number of portfolios that invest in underlying T. Rowe Price funds. Each portfolio establishes an omnibus account in the underlying Price funds. Transfer agent and recordkeeping expenses incurred by the portfolios as a result of transactions by participants in the 529 plans that invest in the Price funds are paid for by the underlying Price funds under their agreement with their transfer agent, T. Rowe Price Services, Inc. Control of Investment Advisor T. Rowe Price Group, Inc., ("Group") owns 100% of the stock of T. Rowe Price Associates, Inc. Group was formed in 2000 as a holding company for the T. Rowe Price-affiliated companies. DISTRIBUTOR FOR THE FUNDS ------------------------------------------------------------------------------- Investment Services, a Maryland corporation formed in 1980 as a wholly owned subsidiary of T. Rowe Price, serves as the fund's distributor for all T. Rowe Price mutual funds on a continuous basis. Investment Services is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers, Inc. Investment Services is located at the same address as the fund and T. Rowe Price-100 East Pratt Street, Baltimore, Maryland 21202. Investment Services serves as distributor to the Price funds, pursuant to an Underwriting Agreement ("Underwriting Agreement"), which provides that the funds (other than Extended Equity Market Index Fund and Total Equity Market Index Fund) will pay all fees and expenses in connection with: necessary state filings; preparing, setting in type, printing, and mailing of prospectuses and reports to shareholders; and issuing shares, including expenses of confirming purchase orders. For Extended Equity Market Index Fund and Total Equity Market Index Fund, these expenses are the responsibility of Investment Services. The Underwriting Agreement also provides that Investment Services will pay all fees and expenses in connection with: printing and distributing prospectuses and reports for use in offering and selling fund shares; preparing, setting in type, printing, and mailing all sales literature and advertising; Investment Services' federal and state registrations as a broker-dealer; and offering and selling shares for each fund, except for those fees and expenses specifically assumed by the fund. Investment Services' expenses are paid by T. Rowe Price. Investment Services acts as the agent of the fund, in connection with the sale of fund shares in the various states in which Investment Services is qualified as a broker-dealer. Under the Underwriting Agreement, Investment Services accepts orders for fund shares at net asset value. No sales charges are paid by investors or the fund. No compensation is paid to Investment Services. Blue Chip Growth, Equity Income, Growth Stock, Mid-Cap Growth, Mid-Cap Value, Science & Technology, Small-Cap Stock, Small-Cap Value, Value Advisor and R Classes Distribution and Shareholder Services Plans The fund Directors have adopted a Plan pursuant to Rule 12b-1 with respect to each Advisor Class and each R Class (collectively "Class"). Each Plan provides that the Class may compensate Investment Services or such other persons as the fund or Investment Services designates, to finance any or all of the distribution, 69 shareholder servicing, maintenance of shareholder accounts, and/or other administrative services with respect to the Class shares. It is expected that most, if not all, payments under the Plans will be made (either directly, or indirectly through Investment Services) to brokers, dealers, banks, insurance companies, and intermediaries other than Investment Services. Under the Plans, each Advisor Class pays a fee at the annual rate of up to 0.25% of that class's average daily net assets and each R Class pays a fee at the annual rate of up to 0.50% of that class's average daily net assets. Normally, the full amount of the fee is paid to the intermediary on shares sold through that intermediary. However, a lesser amount may be paid based on the level of services provided. Intermediaries may use the payments for, among other purposes, compensating employees engaged in sales and/or shareholder servicing of the Class, as well as for a wide variety of other purposes associated with supporting, distributing, and servicing the Class shares. The amount of fees paid by a Class during any year may be more or less than the cost of distribution and other services provided to the Class and its investors. NASD rules limit the amount of annual distribution and service fees that may be paid by a mutual fund and impose a ceiling on the cumulative distribution fees paid. The Plans comply with these rules. The Plans require that Investment Services provide, or cause to be provided, a quarterly written report identifying the amounts expended by each Class and the purposes for which such expenditures were made, to the fund Directors for their review. Prior to approving the Plans, the funds considered various factors relating to the implementation of the Plans and determined that there is a reasonable likelihood that the Plans will benefit each fund, its Class, and the Class's shareholders. The fund Directors noted that to the extent the Plans allow a fund to sell Class shares in markets to which it would not otherwise have access, the Plans may result in additional sales of fund shares. This may enable a fund to achieve economies of scale that could reduce expenses. In addition, certain ongoing shareholder services may be provided more effectively by intermediaries with which shareholders have an existing relationship. The Plans are renewable from year to year with respect to each fund, so long as the continuance is approved at least annually (1) by the vote of a majority of the fund Directors and (2) by a vote of the majority of the Rule 12b-1 Directors, cast in person at a meeting called for the purpose of voting on such approval. The Plans may not be amended to increase materially the amount of fees paid by any Class thereunder unless such amendment is approved by a majority vote of the outstanding shares of such Class and by the fund Directors in the manner prescribed by Rule 12b-1 under the 1940 Act. The Plans are terminable with respect to a Class at any time by a vote of a majority of the Rule 12b-1 Directors or by a majority vote of the outstanding shares in the Class. Advisor Class The following payments for the period ended December 31, 2001 were made to third-party intermediaries, including broker-dealers and insurance companies, for the distribution, shareholder servicing, maintenance of shareholder accounts, and/or other administration services under the Advisor Class 12b-1 Plans.
Blue Chip Growth Fund-Advisor Class $ 729,000 Equity Income Fund-Advisor Class 81,000 Mid-Cap Growth Fund-Advisor Class 14,000 Science & Technology Fund-Advisor Class 1,319,000 Small-Cap Stock Fund-Advisor Class 51,000 Small-Cap Value Fund-Advisor Class 25,000 Value Fund-Advisor Class 12,000
70 All funds CUSTODIAN ------------------------------------------------------------------------------- State Street Bank and Trust Company is the custodian for the fund's U.S. securities and cash, but it does not participate in the fund's investment decisions. Portfolio securities purchased in the U.S. are maintained in the custody of the Bank and may be entered into the Federal Reserve Book Entry System, or the security depository system of the Depository Trust Corporation. State Street Bank's main office is at 225 Franklin Street, Boston, Massachusetts 02110. The fund (other than Equity Index 500, Extended Equity Market Index, and Total Equity Market Index Funds) has entered into a Custodian Agreement with The Chase Manhattan Bank, London, pursuant to which portfolio securities which are purchased outside the United States are maintained in the custody of various foreign branches of The Chase Manhattan Bank and such other custodians, including foreign banks and foreign securities depositories as are approved in accordance with regulations under the 1940 Act. The address for The Chase Manhattan Bank, London is Woolgate House, Coleman Street, London, EC2P 2HD, England. CODE OF ETHICS ------------------------------------------------------------------------------- The fund, its investment adviser (T. Rowe Price), and its principal underwriter (T. Rowe Price Investment Services), have a written Code of Ethics which requires persons with access to investment information ("Access Persons") to obtain prior clearance before engaging in personal securities transactions. In addition, all Access Persons must report their personal securities transactions within 10 days of their execution. Access Persons will not be permitted to effect transactions in a security: if there are pending client orders in the security; the security has been purchased or sold by a client within seven calendar days; the security is being considered for purchase for a client; ; a change has occurred in T. Rowe Price's rating of the security within seven calendar days prior to the date of the proposed transaction; ; or the security is subject to internal trading restrictions. In addition, Access Persons are prohibited from profiting from short-term trading (e.g., purchases and sales involving the same security within 60 days). Any person becoming an Access Person must file a statement of personal securities holdings within 10 days of this date. All Access Persons are required to file an annual statement with respect to their personal securities holdings. Any material violation of the Code of Ethics is reported to the Board of the fund. The Board also reviews the administration of the Code of Ethics on an annual basis. PORTFOLIO TRANSACTIONS ------------------------------------------------------------------------------- Investment or Brokerage Discretion Decisions with respect to the purchase and sale of portfolio securities on behalf of the fund are made by T. Rowe Price. T. Rowe Price is also responsible for implementing these decisions, including the negotiation of commissions and the allocation of portfolio brokerage and principal business and the use of affiliates to assist in routing orders for execution. How Brokers and Dealers Are Selected Equity Securities In purchasing and selling equity securities, it is T. Rowe Price's policy to obtain quality execution at the most favorable prices through responsible brokers and dealers, and in the case of agency transactions, at competitive commission rates where such rates are negotiable. However, under certain conditions, the fund may pay higher brokerage commissions in return for brokerage and research services. As a general practice, over-the-counter orders are executed with market-makers. In selecting among market-makers, T. Rowe Price generally seeks to select those it believes to be actively and effectively trading the security being purchased or 71 sold. In selecting broker-dealers to execute the fund's portfolio transactions, consideration is given to such factors as the price of the security, the rate of the commission, the size and difficulty of the order, the reliability, integrity, financial condition, general execution and operational capabilities of competing brokers and dealers, their expertise in particular markets, and brokerage and research services provided by them. It is not the policy of T. Rowe Price to seek the lowest available commission rate where it is believed that a broker or dealer charging a higher commission rate would offer greater reliability or provide better price or execution. Fixed-Income Securities Fixed-income securities are generally purchased from the issuer or a primary market-maker acting as principal for the securities on a net basis, with no brokerage commission being paid by the client although the price usually includes an undisclosed compensation. Transactions placed through dealers serving as primary market-makers reflect the spread between the bid and asked prices. Securities may also be purchased from underwriters at prices which include underwriting fees. Equity and Fixed-Income Securities With respect to equity and fixed-income securities, T. Rowe Price may effect principal transactions on behalf of the fund with a broker or dealer who furnishes brokerage and/or research services, designate any such broker or dealer to receive selling concessions, discounts, or other allowances, or otherwise deal with any such broker or dealer in connection with the acquisition of securities in underwritings. T. Rowe Price may receive research services in connection with brokerage transactions, including designations in fixed price offerings. How Evaluations Are Made of the Overall Reasonableness of Brokerage Commissions Paid On a continuing basis, T. Rowe Price seeks to determine what levels of commission rates are reasonable in the marketplace for transactions executed on behalf of the fund. In evaluating the reasonableness of commission rates, T. Rowe Price considers: (a) historical commission rates; (b) rates which other institutional investors are paying, based on available public information; (c) rates quoted by brokers and dealers; (d) the size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved; (e) the complexity of a particular transaction in terms of both execution and settlement; (f) the level and type of business done with a particular firm over a period of time; and (g) the extent to which the broker or dealer has capital at risk in the transaction. Descriptions of Research Services Received From Brokers and Dealers T. Rowe Price receives a wide range of research services from brokers and dealers. These services include information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, and analysis of corporate responsibility issues. These services provide both domestic and international perspective. Research services are received primarily in the form of written reports, computer-generated services, telephone contacts, and personal meetings with security analysts. In addition, such services may be provided in the form of meetings arranged with corporate and industry spokespersons, economists, academicians, and government representatives. In some cases, research services are generated by third parties but are provided to T. Rowe Price by or through broker-dealers. In addition, such services may include computers and related hardware. Research services received from brokers and dealers are supplemental to T. Rowe Price's own research effort and, when utilized, are subject to internal analysis before being incorporated by T. Rowe Price into its investment process. As a practical matter, it would not be possible for T. Rowe Price's Equity Research Division to generate all of the information presently provided by brokers and dealers. T. Rowe Price pays cash for certain research services received from external sources. T. Rowe Price also allocates brokerage for research services which are available for cash. While receipt of research services from brokerage firms has not reduced T. Rowe Price's normal research activities, the expenses of T. Rowe Price could be materially increased if it attempted to generate such additional information through its own staff. To the extent that research services of value are provided by brokers or dealers, T. Rowe Price may be relieved of expenses which it might otherwise bear. 72 Subject to its policy on directed brokerage (see below), T. Rowe Price has a policy of not allocating brokerage business in return for products or services other than brokerage or research services. In accordance with the provisions of Section 28(e) of the Securities Exchange Act of 1934, T. Rowe Price may from time to time receive services and products which serve both research and non-research functions. In such event, T. Rowe Price makes a good faith determination of the anticipated research and non-research use of the product or service and allocates brokerage only with respect to the research component. Directed Brokerage In 2002, the T. Rowe Price Funds that invest in domestic equity securities adopted a commission recapture program. Under the program, a percentage of commissions generated by the portfolio transactions of those funds is rebated to the funds by the brokers and used to pay for certain fund operating expenses. Commissions to Brokers Who Furnish Research Services Certain brokers and dealers who provide quality brokerage and execution services also furnish research services to T. Rowe Price. With regard to the payment of brokerage commissions, T. Rowe Price has adopted a brokerage allocation policy embodying the concepts of Section 28(e) of the Securities Exchange Act of 1934, which permits an investment adviser to cause an account to pay commission rates in excess of those another broker or dealer would have charged for effecting the same transaction if the adviser determines in good faith that the commission paid is reasonable in relation to the value of the brokerage and research services provided. The determination may be viewed in terms of either the particular transaction involved or the overall responsibilities of the adviser with respect to the accounts over which it exercises investment discretion. Therefore, research may not necessarily benefit all accounts paying commissions to such brokers. Accordingly, while T. Rowe Price cannot readily determine the extent to which commission rates charged by broker-dealers reflect the value of their research services, T. Rowe Price would expect to assess the reasonableness of commissions in light of the total brokerage and research services provided by each particular broker. T. Rowe Price may receive research, as defined in Section 28(e), in connection with selling concessions and designations in fixed price offerings in which the fund participates. Research is used overall to benefit such accounts which purchase in the offering. Internal Allocation Procedures T. Rowe Price has a policy of not precommitting a specific amount of business to any broker or dealer over any specific time period. Historically, the majority of brokerage placement has been determined by the needs of a specific transaction such as market-making, availability of a buyer or seller of a particular security, or specialized execution skills. However, T. Rowe Price does have an internal brokerage allocation procedure for that portion of its discretionary client brokerage business where special needs do not exist, or where the business may be allocated among several brokers or dealers which are able to meet the needs of the transaction. Each year, T. Rowe Price assesses the contribution of the brokerage and research services provided by brokers or dealers, and attempts to allocate a portion of its brokerage business in response to these assessments. Research analysts, counselors, various investment committees, and the Trading Department each seek to evaluate the brokerage and research services they receive from brokers or dealers and make judgments as to the level of business which would recognize such services. In addition, brokers or dealers sometimes suggest a level of business they would like to receive in return for the various brokerage and research services they provide. Actual business received by any firm may be less than the suggested allocations but can, and often does, exceed the suggestions, because the total business is allocated on the basis of all the considerations described above. In no case is a broker or dealer excluded from receiving business from T. Rowe Price because it has not been identified as providing research services. Miscellaneous T. Rowe Price's brokerage allocation policy is consistently applied to all its fully discretionary accounts, which represent a substantial majority of all assets under management. Research services furnished by brokers or dealers through which T. Rowe Price effects securities transactions may be used in servicing all accounts (including non-fund accounts) managed by T. Rowe Price. Conversely, research services received from brokers 73 or dealers which execute transactions for the fund are not necessarily used by T. Rowe Price exclusively in connection with the management of the fund. From time to time, orders for clients may be placed through a computerized transaction network. The fund does not allocate business to any broker-dealer on the basis of its sales of the fund's shares. However, this does not mean that broker-dealers who purchase fund shares for their clients will not receive business from the fund. Some of T. Rowe Price's other clients have investment objectives and programs similar to those of the fund. T. Rowe Price may make recommendations to other clients which result in their purchasing or selling securities simultaneously with the fund. As a result, the demand for securities being purchased or the supply of securities being sold may increase, and this could have an adverse effect on the price of those securities. It is T. Rowe Price's policy not to favor one client over another in making recommendations or in placing orders. T. Rowe Price frequently follows the practice of grouping orders of various clients for execution, which generally results in lower commission rates being attained. In certain cases, where the aggregate order is executed in a series of transactions at various prices on a given day, each participating client's proportionate share of such order reflects the average price paid or received with respect to the total order. T. Rowe Price has established a general investment policy that it will ordinarily not make additional purchases of a common stock of a company for its clients (including the T. Rowe Price funds) if, as a result of such purchases, 10% or more of the outstanding common stock of such company would be held by its clients in the aggregate. At the present time, T. Rowe Price does not recapture commissions or underwriting discounts or selling group concessions in connection with taxable securities acquired in underwritten offerings. T. Rowe Price does, however, attempt to negotiate elimination of all or a portion of the selling group concession or underwriting discount when purchasing tax-exempt municipal securities on behalf of its clients in underwritten offerings. Trade Allocation Policies T. Rowe Price has developed written trade allocation guidelines for its Equity, Municipal, and Taxable Fixed Income Trading Desks. Generally, when the amount of securities available in a public offering or the secondary market is insufficient to satisfy the volume or price requirements for the participating client portfolios, the guidelines require a pro-rata allocation based upon the relative sizes of the participating client portfolios or the relative sizes of the participating client orders depending upon the market involved. In allocating trades made on combined basis, the Trading Desks seek to achieve the same net unit price of the securities for each participating client. Because a pro-rata allocation may not always adequately accommodate all facts and circumstances, the guidelines provide for exceptions to allocate trades on an adjusted, pro-rata basis. Examples of where adjustments may be made include: (i) reallocations to recognize the efforts of a portfolio manager in negotiating a transaction or a private placement; (ii) reallocations to eliminate deminimis positions; (iii) priority for accounts with specialized investment policies and objectives; and (iv) reallocations in light of a participating portfolio's characteristics (e.g., available cash, industry or issuer concentration, duration, and credit exposure). Other For the last three fiscal years, the total brokerage commissions paid by each fund, including the discounts received by securities dealers in connection with underwritings, and the percentage of these commissions paid to firms which provided research, statistical, or other services to T. Rowe Price in connection with the management of each fund, or, in some cases, to each fund, was as shown below.
2001 2000 1999 Fund Commissions % Commissions % Commissions % ---- ----------- - ----------- - ----------- - Balanced $ 1,203,000 10.9% $ 399,000 11.5% $ 720,000 10.6% Blue Chip Growth 7,972,000 39.8 7,485,000 58.5 7,088,000 45.8 Capital Appreciation 2,345,000 14.1 1,305,000 32.5 1,142,000 38.4 - ------------------------------------------------------------------------------------ Capital Opportunity 101,000 31.5 121,000 24.5 298,000 28.9 Developing Technologies 72,000 10.9 42,000 3.1 * * Diversified Small-Cap Growth 55,000 2.4 105,000 1.3 75,000 1.5 Dividend Growth 640,000 66.5 1,070,000 72.0 1,420,000 57.5 Equity Income 7,344,000 26.2 8,687,000 47.3 9,653,000 45.3 Equity Index 500 193,000 0.8 331,000 0.8 378,000 0.0 Extended Equity Market Index 42,000 0.1 51,000 0.0 27,000 0.4 Financial Services 539,000 51.4 348,000 56.3 507,000 20.1 Global Technology 510,000 45.4 362,000 15.9 * * Growth & Income 4,538,000 49.5 6,522,000 57.4 2,428,000 35.8 Growth Stock 8,332,000 52.7 10,878,000 41.3 8,923,000 42.5 Health Sciences 2,732,000 60.4 2,560,000 30.3 593,000 33.1 Institutional Large-Cap Growth 2,000 6.7 * * * * Institutional Large-Cap Value 5,000 18.1 3,000 58.9 * * Institutional Mid-Cap Equity Growth 565,000 547,000 25.1 654,000 34.7 Institutional Small-Cap Stock 265,000 33.9 128,000 41.4 * * Media & Telecommunications 3,993,000 3,517,000 36.5 2,041,000 12.9 Mid-Cap Growth 11,886,000 18.3 8,893,000 22.9 12,136,000 35.1 Mid-Cap Value 1,050,000 75.5 272,000 61.8 303,000 37.1 New America Growth 1,823,000 36.4 3,730,000 29.1 4,556,000 17.1 New Era 1,411,000 40.4 2,352,000 32.5 2,122,000 52.3 New Horizons 7,929,000 7.1 13,876,000 3.8 12,816,000 4.2 Real Estate 114,000 36.8 51,000 27.8 59,000 37.4 Science & Technology 15,035,000 13,388,000 39.5 9,172,000 33.9 Small-Cap Stock 2,865,000 38.0 2,214,000 38.4 2,851,000 26.6 Small-Cap Value 1,656,000 50.0 891,000 49.5 998,000 46.1 Total Equity Market Index 40,000 0.0 30,000 0.0 45,000 0.0 Value 2,221,000 55.1 1,330,000 74.6 1,847,000 52.0 - ------------------------------------------------------------------------------------
74 (*) Prior to commencement of operations. On December 31, 2001, the Balanced Fund held stock of American Express, Bank of America, Goldman Sachs Group, Morgan Stanley Dean Witter, J.P. Morgan Chase, Credit Suisse Group, and Deutsche Bank AG, with values of $5,632,000, $12,064,000, $2,319,000, $7,809,000, $7,456,000, $1,152,000, and $1,531,000, respectively. The fund also held bonds of American Express, Goldman Sachs Group, Morgan Stanley Dean Witter, and J.P. Morgan Chase, with values of $1,227,000, $4,133,000, $4,238,000, and $5,473,000, respectively. On December 31, 2000, the fund held stock of Goldman Sachs Group, UBS, Chase Manhattan, and Morgan Stanley Dean Witter, with values of $2,674,000, $5,251,000, $9,320,000, and $11,063,000, respectively. The fund also held bonds of Goldman Sachs Group, Lehman Brothers, Morgan Stanley, and UBS, with values of $4,181,000, $1,535,000, $3,986,000, and $1,021,000, respectively. On December 31, 1999, the fund held stock of Goldman Sachs and Morgan Stanley, with values of $2,355,000 and $9,964,000, respectively. The fund also held bonds of Morgan Stanley, Lehman Brothers, and Paine Webber, with values of $3,853,000, $5,278,000, and $3,650,000, respectively. On December 31, 2001, the Blue Chip Growth Fund held stock of Goldman Sachs Group, Merrill Lynch, and Morgan Stanley Dean Witter, with values of $30,144,000, $22,412,000, and $61,534,000, respectively. On December 31, 2000, the fund held stock of Charles Schwab, Goldman Sachs Group, and Morgan Stanley Dean 75 Witter, with values of $14,188,000, $22,457,000, and $64,985,000, respectively. On December 31, 1999, the fund held stock of Goldman Sachs, Bank America, and Morgan Stanley, with values of $11,425,000, $23,588,000, and $57,957,000, respectively. On December 31, 2001, the Capital Opportunity Fund held stock of J.P. Morgan Chase and Merrill Lynch, with values of $334,000 and $438,000, respectively. On December 31, 2000, the fund held stock of FleetBoston Financial, Goldman Sachs Group, and Morgan Stanley Dean Witter, with values of $447,000, $332,000, and $699,000, respectively. On December 31, 1999, the fund held stock of Bank of America and Morgan Stanley, with values of $703,000 and $879,000, respectively. On December 31, 2001, the Diversified Small-Cap Growth Fund held stock of Investment Technology Group with a value of $369,000. On December 31, 1999, the fund held stock of Investment Technology Group with a value of $144,000. On December 31, 2001, the Dividend Growth Fund held stock of Morgan Stanley Dean Witter with a value of $4,755,000. On December 31, 2000, the fund held stock of Chase Manhattan and Morgan Stanley Dean Witter, with values of $3,181,000 and $3,566,000, respectively. On December 31, 2001, the Equity Income Fund held stock of J.P. Morgan Chase with a value of $106,578,000. On December 31, 2000, the fund held stock of J.P. Morgan with a value of $142,330,000. On December 31, 1999, the fund held stock of J.P. Morgan with a value of $126,625,000. On December 31, 2001, the Equity Income Portfolio held stock of J.P. Morgan Chase with a value of $8,018,000. On December 31, 1999, the portfolio held stock of Goldman Sachs and Morgan Stanley, with values of $565,000 and $47,000, respectively. On December 31, 2001, the Equity Index 500 Fund held stock of J.P. Morgan Chase, Lehman Brothers, Merrill Lynch, and Morgan Stanley Dean Witter, with values of $23,468,000, $5,386,000, $14,208,000 and $20,230,000, respectively. On December 31, 2000, the fund held stock of Bank America, Chase Manhattan, Morgan Stanley Dean Witter, and J.P. Morgan, with values of $25,682,000, $20,472,000, $30,539,000, and $9,253,000, respectively. On December 31, 1999, the fund held stock of Lehman Brothers with a value of $4,130,000. On December 31, 2001, the Extended Equity Market Index Fund held stock of Goldman Sachs Group, Investment Technology Group, Jeffries Group, and Knight Trading Group, with values of $487,000, $53,000, $34,000, and $35,000, respectively. On December 31, 2000, the fund held stock of Goldman Sachs Group, Investment Technology Group, and Knight Trading Group, with values of $364,000, $38,000, and $46,000, respectively. On December 31, 1999, the fund held stock of Donaldson, Lufkin & Jenrette with a value of $68,000. On December 31, 2001, the Financial Services Fund held stock of Goldman Sachs Group, Legg Mason, Merrill Lynch, and Morgan Stanley Dean Witter, with values of $10,175,000, $2,849,000, $4,691,000, and $1,399,000, respectively. On December 31, 2000, the fund held stock of Goldman Sachs Group, Merrill Lynch, and Morgan Stanley Dean Witter, with values of $12,373,000, $1,023,000, and $10,699,000, respectively. On December 31, 1999, the fund held stock of Goldman Sachs with a value of $2,261,000. On December 31, 2001, the Growth & Income Fund held stock of FleetBoston Financial, Goldman Sachs Group, J.P. Morgan Chase, and Morgan Stanley Dean Witter, with values of $30,543,000, $13,449,000, $29,989,000, and $31,886,000, respectively. On December 31, 2000, the fund held stock of Bear Stearns, Bank of America, and Morgan Stanley Dean Witter, with values of $7,096,000, $12,845,000, and $33,285,000, respectively. On December 31, 1999, the fund held stock of Bear Stearns and Morgan Stanley Dean Witter, with values of $22,156,000 and $28,550,000, respectively. On December 31, 2001, the Growth Stock Fund held stock of Morgan Stanley Dean Witter and Merrill Lynch, with values of $31,606,000 and $38,048,000, respectively. On December 31, 2000, the fund held stock of Morgan Stanley Dean Witter with a value of $42,002,000. On December 31, 1999, the fund held stock of Mellon Bank with a value of $19,703,000. 76 On December 31, 2001, the Total Equity Market Index Fund held stock of Goldman Sachs Group, Investment Technology Group, Jeffries Group, J.P. Morgan Chase, Knight Trading Group, Lehman Brothers, Merrill Lynch, and Morgan Stanley Dean Witter, with values of $269,000, $23,000, $13,000, $1,087,000, $23,000, $261,000, $667,000, and $923,000, respectively. On December 31, 2000, the fund held stock of Morgan Stanley Dean Witter, Goldman Sachs Group, Bank of America, J.P. Morgan, Chase Manhattan, Knight Trading Group, and Investment Technology Group, with values of $1,252,000, $214,000, $1,043,000, $381,000, $822,000, $22,000, and $17,000, respectively. On December 31, 1999, the fund held stock of Goldman Sachs, Lehman Brothers, and Donaldson, Lufkin & Jenrette, with values of $151,000, $119,000, and $73,000, respectively. On December 31, 2001, the Institutional Large-Cap Value Fund held stock of Bank of America and Merrill Lynch, with values of $63,000 and $52,000, respectively. On December 31, 2001, the New America Growth Fund held stock of Goldman Sachs Group and Morgan Stanley Dean Witter, with values of $12,521,000 and $12,027,000, respectively. On December 31, 2000, the fund held stock of Goldman Sachs Group and Morgan Stanley Dean Witter, with values of $10,694,000 and $33,681,000, respectively. On December 31, 2001, the Value Fund held stock of Merrill Lynch with a value of $13,030,000. On December 31, 2000, the fund held stock of Bank of America with a value of $8,028,000. On December 31, 1999, the fund held stock of Bank of America with a value of $7,528,000. The portfolio turnover rate for each fund for the last three fiscal years was as follows:
Fund 2001 2000 1999 ---- ---- ---- ---- Balanced 36.0% 16.5% 20.7% Blue Chip Growth 48.3 50.9 41.3 Capital Appreciation 25.1 32.4 28.3 Capital Opportunity 53.6 64.7 133.1 Developing Technologies(b) 107.5 232.6* (a) Diversified Small-Cap Growth 30.3 66.0 49.4 Dividend Growth 34.9 35.7 37.8 Equity Income 17.3 21.9 21.8 Equity Index 500 4.0 9.1 5.2 Extended Equity Market Index 31.3 30.5 23.4 Financial Services 54.8 32.5 37.1 Global Technology 189.2 123.6* (a) Growth & Income(c) 65.9 80.3 20.3 Growth Stock 64.1 74.3 55.8 Health Sciences 74.6 110.6 81.9 Institutional Large-Cap Growth 98.2* (a) (a) Institutional Large-Cap Value 106.3 58.4* (a) Institutional Mid-Cap Equity Growth 48.6 67.5 55.4 Institutional Small-Cap Stock 26.9 15.8* (a) Media & Telecommunications(b) 241.1 197.5 57.6 Mid-Cap Growth 43.0 53.6 53.3 Mid-Cap Value 57.5 31.9 26.8 New America Growth(d) 52.1 81.4 39.7 New Era 17.9 28.5 32.5 New Horizons 27.4 47.2 44.7 Real Estate 37.2 19.0 26.9 - ------------------------------------------------------------------------------- Science & Technology 143.6 134.1 128.0 Small-Cap Stock 16.5 32.8 42.3 Small-Cap Value 16.8 14.4 7.3 Total Equity Market Index 8.6 7.6 3.2 Value 42.2 55.9 67.8 - -------------------------------------------------------------------------------
77 * Annualized. (a) Prior to commencement of operations. (b) The funds' high portfolio turnover was due to extreme volatility in the companies in which the funds invest. (c) The increase in the fund's portfolio turnover rate from 1999 to 2000 was the result of the fund's new portfolio manager emphasizing a greater balance between growth and value stocks and significant market volatility. (d) The increase in the fund's portfolio turnover rate from 1999 to 2000 was primarily the result of the fund's decision effective May 1, 2000, to adopt a broader investment focus and invest in companies believed to be in the fastest growing sectors of the economy. This involved selling some existing holdings and replacing them with other ones. All funds PRICING OF SECURITIES ------------------------------------------------------------------------------- All funds except Equity Index 500, Extended Equity Market Index, and Total Equity Market Index Funds Equity securities listed or regularly traded on a securities exchange or in the over-the-counter market are valued at the last quoted sale price, or official closing price for certain markets, at the time the valuations are made. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the latest bid and ask prices for domestic securities and the last quoted sale price for international securities. Other equity securities are valued at a price within the limits of the latest bid and ask prices deemed by the Board of Directors, or by persons delegated by the Board, best to reflect fair value. Debt securities are generally traded in the over-the-counter market. Securities with original maturities of one year or more are valued using prices furnished by dealers who make markets in such securities or by an independent pricing service, which considers yield or price of bonds of comparable quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Securities with original maturities less than one year are valued at amortized cost in local currency, which approximates fair value when combined with accrued interest. Assets and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate, using the mean of the bid and ask prices of such currencies against U.S. dollars quoted by a major bank. Purchases and sales of securities, income, and expenses are translated into U.S. dollars at the prevailing exchange rate on the dates of such transactions. The effect of changes in foreign exchange rates on realized and unrealized security gains and losses is reflected as a component of such gains and losses. Equity Index 500, Extended Equity Market Index, and Total Equity Market Index Funds :Equity securities listed or regularly traded on a securities exchange or in the over-the-counter market are valued at the last quoted sale price at the time the valuations are made. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the latest bid and ask prices. Other equity securities are valued at a price within the limits of the latest bid and ask prices deemed by the Board of Directors, or by persons delegated by the Board, best to reflect fair value. 78 All funds Investments in mutual funds are valued at the closing net asset value per share of the mutual fund on the day of valuation. In the absence of a last sale price, purchased and written options (including options on futures contracts) are valued at the mean of the closing bid and ask prices. Financial futures contracts are valued at closing settlement prices. Assets and liabilities for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by or under the supervision of the officers of the fund, as authorized by the Board of Directors (Trustees). NET ASSET VALUE PER SHARE ------------------------------------------------------------------------------- The purchase and redemption price of the fund's shares is equal to the fund's net asset value per share or share price. The fund determines its net asset value per share by subtracting its liabilities (including accrued expenses and dividends payable) from its total assets (the market value of the securities the fund holds plus cash and other assets, including income accrued but not yet received) and dividing the result by the total number of shares outstanding. The net asset value per share of the fund is normally calculated as of the close of trading on the New York Stock Exchange ("NYSE") every day the NYSE is open for trading. The NYSE is closed on the following days: New Year's Day, Dr. Martin Luther King, Jr. Holiday, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Determination of net asset value (and the offering, sale, redemption, and repurchase of shares) for the fund may be suspended at times (a) during which the NYSE is closed, other than customary weekend and holiday closings, , (b) during which trading on the NYSE is restricted, (c) during which an emergency exists as a result of which disposal by the fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the fund fairly to determine the value of its net assets, or (d) during which a governmental body having jurisdiction over the fund may by order permit such a suspension for the protection of the fund's shareholders, provided that applicable rules and regulations of the SEC (or any succeeding governmental authority) shall govern as to whether the conditions prescribed in (b), (c), or (d) exist. DIVIDENDS AND DISTRIBUTIONS ------------------------------------------------------------------------------- Unless you elect otherwise, the fund's capital gain distributions, final quarterly dividend (Balanced, Dividend Growth, Equity Income, Equity Index 500, Growth & Income, and Real Estate Funds), and annual dividend (other funds), if any, will be reinvested on the reinvestment date using the NAV per share of that date. The reinvestment date normally precedes the payment date by one day, although the exact timing is subject to change and can be as great as 10 days. TAX STATUS ------------------------------------------------------------------------------- The fund intends to qualify as a "regulated investment company" under Subchapter M of the Code. A portion of the dividends paid by the fund may be eligible for the dividends-received deduction applicable to corporate shareholders. . Long-term capital gain distributions paid from the fund are never eligible for the dividend received deduction. For tax purposes, it does not make any difference whether dividends and capital gain distributions are paid in cash or in additional shares. Each fund must declare dividends by December 31 of each year equal to at least 98% of ordinary income (as of December 31) and capital gains (as of October 31) in order to avoid a federal excise tax and distribute within 12 months 100% of ordinary income and capital gains (as of its tax year-end) to avoid a federal income tax. 79 At the time of your purchase, the fund's net asset value may reflect undistributed income , capital gains, or net unrealized appreciation of securities held by the fund. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable either as dividend or capital gain distributions. For federal income tax purposes, the fund is permitted to carry forward its net realized capital losses, if any, for eight years and realize net capital gains up to the amount of such losses without being required to pay taxes on, or distribute, such gains. If, in any taxable year, the fund should not qualify as a regulated investment company under the Code: (1) the fund would be taxed at normal corporate rates on the entire amount of its taxable income, if any, without a deduction for dividends or other distributions to shareholders; and (2) the fund's distributions to the extent made out of the fund's current or accumulated earnings and profits would be taxable to shareholders as ordinary dividends (regardless of whether they would otherwise have been considered capital gain dividends) and the fund may qualify for the 70% deduction for dividends received by corporations. Taxation of Foreign Shareholders The code provides that dividends from net income will be subject to U.S. tax. For shareholders who are not engaged in a business in the U.S., this tax would be imposed at the rate of 30% upon the gross amount of the dividends in the absence of a Tax Treaty providing for a reduced rate or exemption from U.S. taxation. Distributions of net long-term capital gains realized by the fund are not subject to tax unless the foreign shareholder is engaged in a business in the U.S. and the gains are connected with that business, or the shareholder is a nonresident alien individual who was physically present in the U.S. during the tax year for more than 182 days. All funds except Equity Index 500, Extended Equity Market Index, and Total Equity Market Index Funds To the extent the fund invests in foreign securities, the following would apply: Passive Foreign Investment Companies The fund may purchase the securities of certain foreign investment funds or trusts called passive foreign investment companies for U.S. tax purposes. Such foreign investment funds or trusts have been the only or primary way to invest in certain countries. In addition to bearing their proportionate share of the fund's expenses (management fees and operating expenses), shareholders will also indirectly bear similar expenses of such foreign investment funds or trusts. Capital gains on the sale of such holdings are considered ordinary income regardless of how long the fund held its investment. In addition, the fund may be subject to corporate income tax and an interest charge on certain dividends and capital gains earned from these investments, regardless of whether such income and gains are distributed to shareholders. To avoid such tax and interest, the fund intends to treat these securities as sold on the last day of its fiscal year and recognize any gains for tax purposes at that time; deductions for losses are allowable only to the extent of any gains resulting from these deemed sales for prior taxable years. Such gains and losses will be treated as ordinary income. The fund will be required to distribute any resulting income even though it has not sold the security and received cash to pay such distributions. Foreign Currency Gains and Losses Foreign currency gains and losses, including the portion of gain or loss on the sale of debt securities attributable to foreign exchange rate fluctuations, are taxable as ordinary income. If the net effect of these transactions is a gain, the ordinary income dividend paid by the fund will be increased. If the result is a loss, the income dividend paid by the fund will be decreased, or to the extent such dividend has already been paid, it may be classified as a return of capital. Adjustments to reflect these gains and losses will be made at the end of the fund's taxable year. 80 All funds INVESTMENT PERFORMANCE ------------------------------------------------------------------------------- Total Return Performance The fund's calculation of total return performance includes the reinvestment of all capital gain distributions and income dividends for the period or periods indicated, without regard to tax consequences to a shareholder in the fund. Total return is calculated as the percentage change between the beginning value of a static account in the fund and the ending value of that account measured by the then current net asset value, including all shares acquired through reinvestment of income and capital gain dividends. The results shown are historical and should not be considered indicative of the future performance of the fund. Each average annual compound rate of return is derived from the cumulative performance of the fund over the time period specified. The annual compound rate of return for the fund over any period of time will vary from the average.
Cumulative Performance Percentage Change Periods ended 12/31/01 Fund 1 Yr. 5 Yrs. 10 Yrs. % Since Inception ---- ----- ------ ------- ------- --------- Inception Date --------- ---- Balanced -3.98% 49.12% 155.13% 42,677.36% 12/31/39 Blue Chip Growth -14.42 64.52 -- 234.00 06/30/93 Blue Chip Growth Fund-Advisor Class -14.42 -- -- -21.39 03/31/00 Capital Appreciation 10.26 77.27 233.25 575.59 06/30/86 Capital Opportunity -10.10 24.79 -- 122.64 11/30/94 Developing Technologies -30.58 -- -- -49.94 08/31/00 Diversified Small-Cap Growth -9.81 -- -- 17.18 06/30/97 Dividend Growth -3.64 55.04 -- 212.36 12/30/92 Equity Income 1.64 67.96 269.46 804.16 10/31/85 Equity Income Fund-Advisor Class 1.51 -- -- 18.38 03/31/00 Equity Index 500 -12.17 63.84 226.56 323.27 03/30/90 Extended Equity Market Index -9.55 -- -- 14.67 01/30/98 Financial Services -3.13 112.57 -- 141.05 09/30/96 Global Technology -36.07 -- -- -52.50 09/29/00 Growth & Income -2.17 50.28 221.57 868.53 12/21/82 Growth Stock -9.79 78.17 250.92 30,189.56 04/11/50 Health Sciences -5.97 125.80 -- 186.21 12/29/95 Institutional Large-Cap Growth -- -- -- 14.00 10/31/01 Institutional Large-Cap Value 4.44 -- -- 20.71 03/31/00 Institutional Mid-Cap Equity Growth -1.18 91.71 -- 122.58 07/31/96 Institutional Small-Cap Stock 7.26 -- -- 14.80 03/31/00 Media & Telecommunications(a) -6.93 132.90 -- 227.89 10/13/93 Mid-Cap Growth -0.98 90.08 -- 427.37 06/30/92 Mid-Cap Growth Fund-Advisor Class -1.10 -- -- -3.30 03/31/00 Mid-Cap Value 14.36 87.28 -- 117.81 06/28/96 New America Growth -11.89 26.90 162.56 651.36 09/30/85 New Era -4.35 39.56 159.28 2,411.80 01/20/69 New Horizons -2.84 47.38 9,816.24 06/03/60 Real Estate 8.87 -- -- 30.22 10/31/97 Science & Technology -41.19 12.64 241.88 593.91 09/30/87 Science & Technology Fund-Advisor Class -41.19 -- -- -65.34 03/31/00 Small-Cap Stock 6.81 77.43 288.04 06/01/56 Small-Cap Stock Fund-Advisor Class 6.60 -- -- 13.84 03/31/00 Small-Cap Value 21.94 65.47 291.78 429.74 06/30/88 Small-Cap Value Fund-Advisor Class 21.84 -- -- 41.04 03/31/00 Total Equity Market Index -11.20 -- -- 20.90 01/30/98 Value 1.60 77.29 -- 228.50 09/30/94 Value Fund-Advisor Class 1.45 -- -- 16.78 03/31/00 - -------------------------------------------------------------------------------
81 (a) The five-year and inception figures are based partly on the fund's performance as a closed-end investment company traded on the New York Stock Exchange until July 28, 1997, when it was converted to an open-end mutual fund.
Average Annual Compound Rates of Return Periods ended 12/31/01 Fund 1 Yr. 5 Yrs. 10 Yrs. % Since Inception ---- ----- ------ ------- ------- --------- Inception Date --------- ---- Balanced -3.98% 8.32% 9.82% 10.27% 12/31/39 Blue Chip Growth -14.42 10.47 -- 15.24 06/30/93 Blue Chip Growth Fund-Advisor Class -14.42 -- -- -12.82 03/31/00 Capital Appreciation 10.26 12.13 12.79 13.11 06/30/86 Capital Opportunity -10.10 4.53 -- 11.96 11/30/94 Developing Technologies -30.58 -- -- -40.49 08/31/00 Diversified Small-Cap Growth -9.81 -- -- 3.58 06/30/97 Dividend Growth -3.64 9.17 -- 13.49 12/30/92 Equity Income 1.64 10.93 13.96 14.59 10/31/85 Equity Income Fund-Advisor Class 1.51 -- -- 10.10 03/31/00 Equity Index 500 -12.17 10.38 12.56 13.06 03/30/90 Extended Equity Market Index -9.55 -- -- 3.55 01/30/98 Financial Services -3.13 16.28 -- 18.24 09/30/96 Global Technology -36.07 -- -- -44.77 09/29/00 Growth & Income -2.17 8.49 12.39 12.67 12/21/82 Growth Stock -9.79 12.25 13.38 11.68 04/11/50 Health Sciences -5.97 17.69 -- 19.14 12/29/95 Institutional Large-Cap Growth -- -- -- (a) 10/31/01 Institutional Large-Cap Value 4.44 -- -- 11.33 03/31/00 Institutional Mid-Cap Equity Growth -1.18 13.90 -- 15.91 07/31/96 Institutional Small-Cap Stock 7.26 -- -- 8.19 03/31/00 Media & Telecommunications(b) -6.93 18.42 -- 15.55 10/13/93 Mid-Cap Growth -0.98 13.71 -- 19.12 06/30/92 Mid-Cap Growth Fund-Advisor Class -1.10 -- -- -1.89 03/31/00 Mid-Cap Value 14.36 13.37 -- 15.18 06/28/96 New America Growth -11.89 4.88 10.13 13.21 09/30/85 New Era -4.35 6.89 10.00 10.28 01/20/69 New Horizons -2.84 8.07 13.75 11.69 06/03/60 Real Estate 8.87 -- -- 6.54 10/31/97 Science & Technology -41.19 2.41 13.08 14.56 09/30/87 Science & Technology Fund-Advisor Class -41.19 -- -- -45.34 03/31/00 Small-Cap Stock 6.81 12.15 14.52 14.14 06/01/56 Small-Cap Stock Fund-Advisor Class 6.60 -- -- 7.67 03/31/00 Small-Cap Value 21.94 10.60 14.63 13.14 06/30/88 Small-Cap Value Fund-Advisor Class 21.84 -- -- 21.66 03/31/00 Total Equity Market Index -11.20 -- -- 4.96 01/30/98 Value 1.60 12.13 -- 17.82 09/30/94 Value Fund-Advisor Class 1.45 -- -- 9.25 03/31/00 - -------------------------------------------------------------------------------
82 (a) No figure is provided because the fund's performance is for a period of less than one year. (b) The five-year and inception figures are based partly on the fund's performance as a closed-end investment company traded on the New York Stock Exchange until July 28, 1997, when it was converted to an open-end mutual fund. Outside Sources of Information From time to time, in reports and promotional literature: (1) the fund's total return performance, ranking, or any other measure of the fund's performance may be compared to any one or combination of the following: (a) a broad-based index, (b) other groups of mutual funds, including T. Rowe Price funds, tracked by independent research firms, ranking entities, or financial publications; (c) indices of securities comparable to those in which the fund invests; (2) the consumer price index (or any other measure for inflation), or government statistics, such as GNP, may be used to illustrate investment attributes of the fund or the general economic, business, investment, or financial environment in which the fund operates; (3) various financial, economic, and market statistics developed by brokers, dealers, and other persons may be used to illustrate aspects of the fund's performance; (4) the effect of tax-deferred compounding on the fund's investment returns, or on returns in general in both qualified and nonqualified retirement plans or any other tax advantaged product, may be illustrated by graphs, charts, etc.; (5) the sectors or industries in which the fund invests may be compared to relevant indices or surveys in order to evaluate the fund's historical performance or current or potential value with respect to the particular industry or sector; (6) the fund may disclose the performance of other funds or accounts managed by T. Rowe Price in a manner similar to the fund; and (7) the blended total returns or performance rankings of the funds may be disclosed. Other Publications From time to time, in newsletters and other publications issued by Investment Services, T. Rowe Price mutual fund portfolio managers may discuss economic, financial, and political developments in the U.S. and abroad and how these conditions have affected or may affect securities prices or the fund; individual securities within the fund's portfolio; and their philosophy regarding the selection of individual stocks, including why specific stocks have been added, removed, or excluded from the fund's portfolio. 83 Other Features and Benefits The fund is a member of the T. Rowe Price family of funds and may help investors achieve various long-term investment goals, which include, but are not limited to, investing money for retirement, saving for a down payment on a home, or paying college costs. To explain how the fund could be used to assist investors in planning for these goals and to illustrate basic principles of investing, various worksheets and guides prepared by T. Rowe Price and/or Investment Services may be made available. No-Load Versus Load and 12b-1 Funds Many mutual funds charge sales fees to investors or use fund assets to finance distribution activities. These fees are in addition to the normal advisory fees and expenses charged by all mutual funds. There are several types of fees charged which vary in magnitude and which may often be used in combination. A sales charge (or "load") can be charged at the time the fund is purchased (front-end load) or at the time of redemption (back-end load). Front-end loads are charged on the total amount invested. Back-end loads are charged either on the amount originally invested or on the amount redeemed. 12b-1 plans allow for the payment of marketing and sales expenses from fund assets. These expenses are usually computed daily as a fixed percentage of assets. The T. Rowe Price funds, including the Advisor Classes, are considered to be "no-load" funds. They impose no front-end or back-end sales loads. However, the Advisor Classes do charge 12b-1 fees. Under applicable National Association of Securities Dealers Regulation, Inc. ("NASDR") regulations, mutual funds that have no front-end or deferred sales charges and whose total asset-based charges for sales-related expenses and/or service fees (as defined by NASDR) do not exceed 0.25% of average net assets per year may be referred to as no-load funds. Redemptions in Kind The fund has filed a notice of election under Rule 18f-1 of the 1940 Act. This permits the fund to effect redemptions in kind and in cash as set forth in its prospectus. In the unlikely event a shareholder were to receive an in-kind redemption of portfolio securities of the fund, it would be the responsibility of the shareholder to dispose of the securities. The shareholder would be at risk that the value of the securities would decline prior to their sale, that it would be difficult to sell the securities, and that brokerage fees could be incurred. Issuance of Fund Shares for Securities Transactions involving issuance of fund shares for securities or assets other than cash will be limited to (1) bona fide reorganizations; (2) statutory mergers; or (3) other acquisitions of portfolio securities that: (a) meet the investment objective and policies of the fund; (b) are acquired for investment and not for resale except in accordance with applicable law; (c) have a value that is readily ascertainable via listing on or trading in a recognized United States or international exchange or market; and (d) are not illiquid. Balanced Fund On August 31, 1992, the T. Rowe Price Balanced Fund acquired substantially all of the assets of the Axe-Houghton Fund B, a series of Axe-Houghton Funds, Inc. As a result of this acquisition, the SEC requires that the historical performance information of the Balanced Fund be based on the performance of Fund B. Therefore, all performance information of the Balanced Fund prior to September 1, 1992, reflects the performance of Fund B and investment managers other than T. Rowe Price. Performance information after August 31, 1992, reflects the combined assets of the Balanced Fund and Fund B. Media & Telecommunications Fund On July 28, 1997, the fund converted its status from a closed-end fund to an open-end mutual fund. Prior to the conversion the fund was known as New Age Media Fund, Inc. Small-Cap Stock Fund Effective May 1, 1997, the fund's name was changed from the T. Rowe Price OTC Fund to the T. Rowe Price Small-Cap Stock Fund. 84 Equity Index 500 Fund Effective January 30, 1998, the fund's name was changed from T. Rowe Price Equity Index Fund to the T. Rowe Price Equity Index 500 Fund. All funds except Capital Appreciation, Equity Income, and New America Growth Funds CAPITAL STOCK ------------------------------------------------------------------------------- The fund's Charter authorizes the Board of Directors/Trustees to classify and reclassify any and all shares which are then unissued, including unissued shares of capital stock into any number of classes or series; each class or series consisting of such number of shares and having such designations, such powers, preferences, rights, qualifications, limitations, and restrictions as shall be determined by the Board subject to the 1940 Act and other applicable law. The shares of any such additional classes or series might therefore differ from the shares of the present class and series of capital stock and from each other as to preferences, conversions, or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption, subject to applicable law, and might thus be superior or inferior to the capital stock or to other classes or series in various characteristics. The Board of Directors/Trustees may increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the fund has authorized to issue without shareholder approval. Except to the extent that the fund's Board of Directors/Trustees might provide that holders of shares of a particular class are entitled to vote as a class on specified matters presented for a vote of the holders of all shares entitled to vote on such matters, there would be no right of class vote unless and to the extent that such a right might be construed to exist under Maryland law. The Directors have provide that as to any matter with respect to which a separate vote of any class is required by the 1940 Act such requirement as to a separate vote by that class shall apply in lieu of any vote requirements established by the Maryland General Corporation Law. Otherwise, holders of each class of capital stock are not entitled to vote as a class on any matter. Accordingly, the preferences, rights, and other characteristics attaching to any class of shares might be altered or eliminated, or the class might be combined with another class or classes, by action approved by the vote of the holders of a majority of all the shares of all classes entitled to be voted on the proposal, without any additional right to vote as a class by the holders of the capital stock or of another affected class or classes. Shareholders are entitled to one vote for each full share held (and fractional votes for fractional shares held) and will vote in the election of or removal of directors/trustees (to the extent hereinafter provided) and on other matters submitted to the vote of shareholders. There will normally be no meetings of shareholders for the purpose of electing directors/trustees unless and until such time as less than a majority of the directors/ trustees holding office have been elected by shareholders, at which time the directors/trustees then in office will call a shareholders' meeting for the election of directors/trustees. Except as set forth above, the directors/ trustees shall continue to hold office and may appoint successor directors/trustees. Voting rights are not cumulative, so that the holders of more than 50% of the shares voting in the election of directors/trustees can, if they choose to do so, elect all the directors/trustees of the fund, in which event the holders of the remaining shares will be unable to elect any person as a director/trustee. As set forth in the By-Laws of the fund, a special meeting of shareholders of the fund shall be called by the Secretary of the fund on the written request of shareholders entitled to cast at least 10% of all the votes of the fund entitled to be cast at such meeting. Shareholders requesting such a meeting must pay to the fund the reasonably estimated costs of preparing and mailing the notice of the meeting. The fund, however, will otherwise assist the shareholders seeking to hold the special meeting in communicating to the other shareholders of the fund to the extent required by Section 16(c) of the 1940 Act. 85 Capital Appreciation, Equity Income, and New America Growth Funds ORGANIZATION OF THE FUNDS ------------------------------------------------------------------------------- For tax and business reasons, the funds were organized as Massachusetts Business Trusts, and are registered with the SEC under the 1940 Act as diversified, open-end investment companies, commonly known as "mutual funds." The Declaration of Trust permits the Board of Trustees to issue an unlimited number of full and fractional shares of a single class. The Declaration of Trust also provides that the Board of Trustees may issue additional series or classes of shares. Each share represents an equal proportionate beneficial interest in the fund. In the event of the liquidation of the fund, each share is entitled to a pro-rata share of the net assets of the fund. Shareholders are entitled to one vote for each full share held (and fractional votes for fractional shares held) and will vote in the election of or removal of trustees (to the extent hereinafter provided) and on other matters submitted to the vote of shareholders. There will normally be no meetings of shareholders for the purpose of electing trustees unless and until such time as less than a majority of the trustees holding office have been elected by shareholders, at which time the trustees then in office will call a shareholders' meeting for the election of trustees. Pursuant to Section 16(c) of the 1940 Act, holders of record of not less than two-thirds of the outstanding shares of the fund may remove a trustee by a vote cast in person or by proxy at a meeting called for that purpose. Except as set forth above, the trustees shall continue to hold office and may appoint successor trustees. Voting rights are not cumulative, so that the holders of more than 50% of the shares voting in the election of trustees can, if they choose to do so, elect all the trustees of the Trust, in which event the holders of the remaining shares will be unable to elect any person as a trustee. No amendments may be made to the Declaration of Trust without the affirmative vote of a majority of the outstanding shares of the Trust. Shares have no preemptive or conversion rights; the right of redemption and the privilege of exchange are described in the prospectus. Shares are fully paid and nonassessable, except as set forth below. The Trust may be terminated (i) upon the sale of its assets to another diversified, open-end management investment company, if approved by the vote of the holders of two-thirds of the outstanding shares of the Trust, or (ii) upon liquidation and distribution of the assets of the Trust, if approved by the vote of the holders of a majority of the outstanding shares of the Trust. If not so terminated, the Trust will continue indefinitely. Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the fund. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the fund and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by the fund or a Trustee. The Declaration of Trust provides for indemnification from fund property for all losses and expenses of any shareholder held personally liable for the obligations of the fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the fund itself would be unable to meet its obligations, a possibility which T. Rowe Price believes is remote. Upon payment of any liability incurred by the fund, the shareholders of the fund paying such liability will be entitled to reimbursement from the general assets of the fund. The Trustees intend to conduct the operations of the fund in such a way so as to avoid, as far as possible, ultimate liability of the shareholders for liabilities of such fund. All funds FEDERAL REGISTRATION OF SHARES ------------------------------------------------------------------------------- The fund's shares are registered for sale under the 1933 Act. Registration of the fund's shares is not required under any state law, but the fund is required to make certain filings with and pay fees to the states in order to sell its shares in the states. 86 LEGAL COUNSEL ------------------------------------------------------------------------------- Shearman & Sterling, whose address is 599 Lexington Avenue, New York, New York 10022, is legal counsel to the fund. INDEPENDENT ACCOUNTANTS ------------------------------------------------------------------------------- PricewaterhouseCoopers LLP, 250 West Pratt Street, 21st Floor, Baltimore, Maryland 21201, are the independent accountants to the funds. The financial statements of the funds listed below for the periods ended December 31, 2001, and the report of independent accountants are included in each fund's Annual Report for the periods ended December 31, 2001. A copy of each Annual and Semiannual Report accompanies this Statement of Additional Information. The following financial statements and the report of independent accountants appearing in each Annual Report for the periods ended December 31, 2001, and the unaudited Semiannual Report for the six months ended June 30, 2002, are incorporated into this Statement of Additional Information by reference (references are to page numbers in the Reports): 87
ANNUAL REPORT REFERENCES: EQUITY FINANCIAL NEW AMERICA NEW ERA INCOME SERVICES GROWTH ------- ------ -------- ------ Financial Highlights, December 1 1 31, 2001 8 0 0 10 Statement of Net Assets, December 31, 2001 10-17 11-13 11-16 11-15 Statement of Operations, year ended December 31, 2001 18 14 17 16 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 19-20 15 18 17 Notes to Financial Statements, December 31, 2001 21-25 16-19 19-22 18-22 Report of Independent Accountants 26 20 23 23
DIVIDEND GROWTH BLUE CHIP CAPITAL GROWTH STOCK GROWTH OPPORTUNITY ------ ----- ------ ----------- Financial Highlights, December 31, 2001 9 9 11 8 Statement of Net Assets, December 31, 2001 10-16 10-16 13-19 9-20 Statement of Operations, year ended December 31, 2001 17 17 20 21 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 18 18 21-22 22 Notes to Financial Statements, December 31, 2001 19-22 19-24 23-27 23-26 Report of Independent Accountants 23 25 28 27
MID-CAP REAL INSTITUTIONAL VALUE VALUE ESTATE MID-CAP EQUITY ----- ----- ------ GROWTH ------ Financial Highlights, December 31, 2001 8 9 9 7 Statement of Net Assets, December 31, 2001 10-16 10-16 10-12 8-10 Statement of Operations, year ended December 31, 2001 17 17 13 11 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 18-19 18 14 12 Notes to Financial Statements, December 31, 2001 20-24 19-22 15-18 13-14 Report of Independent Accountants 25 23 19 15
88
EXTENDED TOTAL EQUITY EQUITY MARKET INDEX MARKET INDEX ------------ ------------ Financial Highlights, December 31, 2001 2 2 Portfolio of Investments, December 31, 2001 3-86 3-68 Statement of Assets and Liabilities, December 31, 2001 87 69 Statement of Operations, year ended December 31, 2001 88 70 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 89 71 Notes to Financial Statements, December 31, 2001 90-93 72-75 Report of Independent Accountants 94 76
DIVERSIFIED GROWTH HEALTH SMALL-CAP & INCOME SCIENCES GROWTH -------- -------- ------ Financial Highlights, December 31, 2001 9 9 9 Statement of Net Assets, December 31, 2001 10-23 10-15 10-15 Statement of Operations, year ended December 31, 2001 24 16 16 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 25 17 17 Notes to Financial Statements, December 31, 2001 26-29 18-22 18-22 Report of Independent Accountants 30 23 23
GLOBAL DEVELOPING TECHNOLOGY TECHNOLOGIES ---------- ------------ Financial Highlights, December 31, 2001 8 8 Statement of Net Assets, December 31, 2001 9-13 9-13 Statement of Operations, December 31, 2001 14 14 Statement of Changes in Net Assets, periods ended December 31, 2001, and December 31, 2000 15 15 Notes to Financial Statements, December 31, 2001 16-20 16-19 2 Report of Independent Accountants 1 20
89
SCIENCE & EQUITY TECHNOLOGY INDEX 500 ---------- --------- Financial Highlights, December 31, 2001 8 1 Statement of Net Assets, December 31, 2001 10-14 2-20 2 Statement of Operations, December 31, 2001 15 1 Statement of Changes in Net Assets, years ended 2 December 31, 2001, and December 31, 2000 16-17 2 2 Notes to Financial Statements, December 31, 2001 18-22 3-28 Report of Independent Accountants 23 29
NEW CAPITAL MID-CAP BALANCED HORIZONS APPRECIATIONGROWTH -------- -------- ---------- Financial Highlights, December 31, 1 2001 10 11 8 2 Portfolio of Investments, December 31, 2001 11-39 12-22 9-15 14-19 Statement of Assets and Liabilities, December 31, 2001 40 23 16 20 Statement of Operations, year ended December 31, 2001 41 24 17 21 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 42 25 18 22-23 Notes to Financial Statements, December 31, 2001 43-47 26-29 19-22 24-28 Report of Independent Accountants 48 30 23 29
SMALL-CAP MEDIA & STOCK TELECOMMU- ----- NICATIONS --------- Financial Highlights, December 31, 2001 10 7 Portfolio of Investments, December 31, 2001 12-22 8-10 Statement of Assets and Liabilities, December 31, 2001 23 11 Statement of Operations, year ended December 31, 2001 24 12 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 25-26 13 Notes to Financial Statements, December 31, 2001 27-31 14-17 Report of Independent Accountants 32 18
90
INSTITUTIONAL SMALL-CAP LARGE-CAP VALUE VALUE ----- ----- Financial Highlights, December 31, 2001 5 8 Portfolio of Investments, December 31, 2001 6-8 10-21 Statement of Assets and Liabilities, December 31, 2001 9 22 Statement of Operations, year ended December 31, 2001 10 23 Statement of Changes in Net Assets, years ended December 31, 2001, and December 31, 2000 11 24-25 Notes to Financial Statements, December 31, 2001 12-13 26-30 Report of Independent Accountants 14 31
INSTITUTIONAL SMALL-CAP STOCK --------------- Financial Highlights, December 31, 2001 6 Statement of Net Assets, December 31, 2001 7-11 Statement of Operations, December 31, 2001 12 Statement of Changes in Net Assets, December 31, 2001 13 Notes to Financial Statements, December 31, 2001 14-15 1 Report of Independent Accountants 6
INSTITUTIONAL LARGE-CAP GROWTH ------ Financial Highlights, December 31, 2001 4 Statement of Net Assets, December 31, 2001 5-6 Statement of Operations, for the period ended December 31, 2001 7 Statement of Changes in Net Assets, for the period ended December 31, 2001 8 Notes to Financial Statements, December 31, 2001 9-10 1 Report of Independent Accountants 1
91
BLUE CHIP EQUITY INCOME GROWTH FUND-ADVISOR VALUE FUND- FUND-ADVISOR CLASS ADVISOR CLASS CLASS ----- ------------- ----- Financial Highlights, December 31, 2001 12 9 9 10 Statement of Net Assets, -1 December 31, 2001 13-19 7 10-16 Statement of Operations, year 1 ended December 31, 2001 20 8 17 Statement of Changes in Net Assets, for the periods ended December 31, 2001, and December 1 31, 2000 21-22 9-20 18-19 2 Notes to Financial Statements, 1 December - 31, 2001 23-27 25 20-24 Report of Independent 2 2 Accountants 8 26 5
MID-CAP SMALL-CAP STOCK GROWTH FUND- FUND- ADVISOR CLASS ADVISOR CLASS ------------- ------------- 1 Financial Highlights, December 31, 2001 3 11 1 4 -1 Portfolio of Investments, December 31, 2001 9 12-22 Statement of Assets and Liabilities, December 31, 2001 20 23 Statement of Operations, year ended December 2 31, 2001 1 24 Statement of Changes in Net Assets, for the periods ended December 31, 2001, and December 22 31, 2000 -23 25-26 2 4 Notes to Financial Statements, December 31, -2 2001 8 27-31 2 Report of Independent Accountants 9 32
SMALL-CAP VALUE FUND-ADVISOR CLASS ----- Financial Highlights, December 31, 2001 9 Portfolio of Investments, December 31, 2001 10-21 Statement of Assets and Liabilities, December 31, 2001 22 Statement of Operations, year ended December 31, 2001 23 Statement of Changes in Net Assets, for the periods ended December 31, 2001, and December 31, 2000 24-25 Notes to Financial Statements, December 31, 2001 26-30 Report of Independent Accountants 31
92
SCIENCE & TECHNOLOGY FUND-ADVISOR CLASS ----- Financial Highlights, December 31, 2001 9 Statement of Net Assets, December 31, 2001 10-14 Statement of Operations, year ended December 31, 2001 15 Statement of Changes in Net Assets, for the periods ended December 31, 2001, and December 31, 2000 16-17 Notes to Financial Statements, December 31, 2001 18-22 Report of Independent Accountants 23
UNAUDITED SEMIANNUAL REPORT REFERENCES: EQUITY FINANCIAL NEW AMERICA NEW ERA INCOME SERVICES GROWTH ------- ------ -------- ------ Financial Highlights, June 30, 2002 9 10 9 9 Statement of Net Assets, June 30, 2002 11-18 11-14 10-14 10-15 Statement of Operations, year ended June 30, 2002 19 15 15 16 Statement of Changes in Net Assets, years ended June 30, 2002, and June 30, 2001 20-21 16 16 17 Notes to Financial Statements, June 30, 2002 22-25 17-20 17-19 18-21
DIVIDEND GROWTH BLUE CHIP CAPITAL GROWTH STOCK GROWTH OPPORTUNITY ------ ----- ------ ----------- Financial Highlights, June 30, 2002 10 9 11 8 Statement of Net Assets, June 30, 2002 11-17 11-17 13-20 9-20 Statement of Operations, year ended June 30, 2002 18 18 21 21 Statement of Changes in Net Assets, years ended June 30, 2002, and June 30, 2001 19 19 22 22 Notes to Financial Statements, June 30, 2002 20-23 20-23 23-27 23-26
MID-CAP REAL INSTITUTIONAL VALUE VALUE ESTATE MID-CAP EQUITY ----- ----- ------ GROWTH ------ Financial Highlights, June 30, 2002 8 9 9 7 Statement of Net Assets, June 30, 2002 10-17 10-17 10-12 8-11 Statement of Operations, year ended June 30, 2002 18 18 13 12 Statement of Changes in Net Assets, years ended June 30, 2002, and June 30, 2001 19 19 14 13 Notes to Financial Statements, June 30, 2002 20-23 20-23 15-18 14-15
93
EXTENDED EQUITY MARKET INDEX ------------ Financial Highlights, June 30, 2002 2 Portfolio of Investments, June 30, 2002 3-71 Statement of Assets and Liabilities, June 30, 2002 72 Statement of Operations, year ended June 30, 2002 73 Statement of Changes in Net Assets, years ended June 30, 2002, and June 30, 2001 74 Notes to Financial Statements, June 30, 2002 75-78
DIVERSIFIED GROWTH HEALTH SMALL-CAP & INCOME SCIENCES GROWTH -------- -------- ------ Financial Highlights, June 30, 2002 9 10 9 Statement of Net Assets, June 30, 2002 10-22 11-17 10-15 Statement of Operations, year ended June 30, 2002 23 18 16 Statement of Changes in Net Assets, years ended June 30, 2002, and June 30, 2001 24 19 17 Notes to Financial Statements, June 30, 2002 25-28 20-23 18-21
GLOBAL DEVELOPING TECHNOLOGY TECHNOLOGIES ---------- ------------ Financial Highlights, June 30, 2002 8 8 Statement of Net Assets, June 30, 2002 9-12 9-13 Statement of Operations, June 30, 2002 13 14 Statement of Changes in Net Assets, periods ended June 30, 2002, and June 30, 2001 14 15 Notes to Financial Statements, June 30, 2002 15-18 16-19
SCIENCE & EQUITY TOTAL EQUITY TECHNOLOGY INDEX 500 MARKET INDEX ---------- --------- ------------ Financial Highlights, June 30, 2002 2 Statement of Net Assets, June 30, 2002 10-14 3-21 3-60 Statement of Operations, June 30, 2002 15 22 61 Statement of Changes in Net Assets, years ended June 30, 2002, and June 30, 2001 16 23 62 Notes to Financial Statements, June 30, 2002 17-21 24-28 63-66
94
NEW CAPITAL MID-CAP BALANCED HORIZONS APPRECIATIONGROWTH -------- -------- ---------- Financial Highlights, June 30, 2002 11 11 8 12 Portfolio of Investments, June 30, 2002 12-40 12-22 9-16 14-20 Statement of Assets and Liabilities, June 30, 2002 41 23 17 21 Statement of Operations, year ended June 30, 2002 42 24 18 22 Statement of Changes in Net Assets, years ended June 30, 2002, and June 30, 2001 43 25 19 23 Notes to Financial Statements, June 30, 2002 44-47 26-29 20-23 24-27
SMALL-CAP STOCK ----- Financial Highlights, June 30, 2002 11 Portfolio of Investments, June 30, 2002 13-23 Statement of Assets and Liabilities, June 30, 2002 24 Statement of Operations, year ended June 30, 2002 25 Statement of Changes in Net Assets, years ended June 30, 2002, and June 30, 2001 26 Notes to Financial Statements, June 30, 2002 27-30
SMALL-CAP VALUE ----- Financial Highlights, June 30, 2002 7 Portfolio of Investments, June 30, 2002 9-20 Statement of Assets and Liabilities, June 30, 2002 21 Statement of Operations, year ended June 30, 2002 22 Statement of Changes in Net Assets, years ended June 30, 2002, and June 30, 2001 23 Notes to Financial Statements, June 30, 2002 25-29
95
INSTITUTIONAL MEDIA & SMALL-CAP STOCK TELECOMMU- --------------- NICATIONS --------- Financial Highlights, June 30, 2002 6 8 Statement of Net Assets, June 30, 2002 7-11 9-11 Statement of Operations, June 30, 2002 12 12 Statement of Changes in Net Assets, June 30, 2002 13 13 Notes to Financial Statements, June 30, 2002 14-15 14-16
INSTITUTIONAL INSTITUTIONAL LARGE-CAP LARGE-CAP GROWTH VALUE ------ ----- Financial Highlights, June 30, 2002 5 5 Statement of Net Assets, June 30, 2002 6-7 6-8 Statement of Operations, for the period ended June 30, 2002 8 9 Statement of Changes in Net Assets, for the period ended June 30, 2002 9 10 Notes to Financial Statements, June 30, 2002 10-11 11-12
BLUE CHIP EQUITY INCOME GROWTH FUND-ADVISOR VALUE FUND- FUND-ADVISOR CLASS ADVISOR CLASS CLASS ----- ------------- ----- Financial Highlights, June 30, 2002 12 10 9 Statement of Net Assets, June 30, 2002 13-20 11-18 10-17 Statement of Operations, year ended June 30, 2002 21 19 18 Statement of Changes in Net Assets, for the periods ended June 30, 2002, and June 30, 2001 22 20-21 19 Notes to Financial Statements, June 30, 2002 23-27 22-25 20-23
96
MID-CAP SMALL-CAP STOCK GROWTH FUND- FUND- ADVISOR CLASS ADVISOR CLASS ------------- ------------- 1 Financial Highlights, June 30, 2002 13 2 Portfolio of Investments, June 30, 2002 14-20 13-23 Statement of Assets and Liabilities, June 30, 2002 21 24 Statement of Operations, year ended June 30, 2002 22 25 Statement of Changes in Net Assets, for the periods ended June 30, 2002, and June 30, 2001 23 26 Notes to Financial Statements, June 30, 2002 24-27 27-30
SMALL-CAP VALUE FUND-ADVISOR CLASS ----- Financial Highlights, June 30, 2002 8 Portfolio of Investments, June 30, 2002 9-20 Statement of Assets and Liabilities, June 30, 2002 21 Statement of Operations, year ended June 30, 2002 22 Statement of Changes in Net Assets, for the periods ended June 30, 2002, and June 30, 2001 23 Notes to Financial Statements, June 30, 2002 24-29
SCIENCE & GROWTH TECHNOLOGY STOCK FUND-ADVISOR FUND-ADVISOR CLASS ------- ----- CLASS ----- Financial Highlights, June 30, 2002 10 Statement of Net Assets, June 30, 2002 10-14 11-17 Statement of Operations, year ended June 30, 2002 15 18 Statement of Changes in Net Assets, for the periods ended June 30, 2002, and June 30, 2001 16 19 Notes to Financial Statements, June 30, 2002 17-21 20-23
RATINGS OF CORPORATE DEBT SECURITIES ------------------------------------------------------------------------------- Moody's Investors Service, Inc. Aaa-Bonds rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Aa-Bonds rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. A-Bonds rated A possess many favorable investment attributes and are to be considered as upper medium-grade obligations. Baa-Bonds rated Baa are considered as medium-grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective 97 elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Ba-Bonds rated Ba are judged to have speculative elements: their futures cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B-Bonds rated B generally lack the characteristics of a desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small. Caa-Bonds rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to repayment of principal or payment of interest. Ca-Bonds rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. C-Bonds rated C represent the lowest rated and have extremely poor prospects of attaining investment standing. Standard & Poor's Corporation AAA-This is the highest rating assigned by Standard & Poor's to a debt obligation and indicates an extremely strong capacity to pay principal and interest. AA-Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay principal and interest is very strong. A-Bonds rated A have a strong capacity to pay principal and interest, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions. BBB-Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay principal and interest for bonds in this category than for bonds in the A category. BB, B, CCC, CC, C-Bonds rated BB, B, CCC, CC, and C are regarded on balance as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal. BB indicates the lowest degree of speculation and C the highest degree of speculation. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. D-In default. Fitch IBCA, Inc. AAA-High grade, broadly marketable, suitable for investment by trustees and fiduciary institutions, and liable to slight market fluctuation other than through changes in the money rate. The prime feature of a "AAA" bond is the showing of earnings several times or many times interest requirements for such stability of applicable interest that safety is beyond reasonable question whenever changes occur in conditions. Other features may enter, such as wide margin of protection through collateral, security, or direct lien on specific property. Sinking funds or voluntary reduction of debt by call or purchase are often factors, while guarantee or assumption by parties other than the original debtor may influence their rating. AA-Of safety virtually beyond question and readily salable. Their merits are not greatly unlike those of "AAA" class but a bond so rated may be junior though of strong lien, or the margin of safety is less strikingly broad. The issue may be the obligation of a small company, strongly secured, but influenced as to rating by the lesser financial power of the enterprise and more local type of market. 98 A-Bonds rated A are considered to be investment grade and of high credit quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings. BBB-Bonds rated BBB are considered to be investment grade and of satisfactory credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds, and therefore impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings. BB, B, CCC, CC, and C-Bonds rated BB, B, CCC, CC, and C are regarded on balance as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligation for bond issues not in default. BB indicates the lowest degree of speculation and C the highest degree of speculation. The rating takes into consideration special features of the issue, its relationship to other obligations of the issuer, and the current and prospective financial condition and operating performance of the issuer. 99
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