PRICE T ROWE DIVERSIFIED SMALL CAP GROWTH FUND INC
497, 1998-09-29
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<PAGE>
 
   
<PAGE>
 
 PROSPECTUS
   
May 1, 1998 revised to September 30, 1998    
Diversified Small-Cap Growth Fund
 
 An aggressive fund seeking long-term appreciation through a widely diversified
 portfolio of small-cap growth stocks.
 
 (T. ROWE PRICE RAM LOGO)
<PAGE>
 
FACTS AT A GLANCE
Diversified Small-Cap Growth Fund
 
 
Investment Goal
To provide long-term capital appreciation by investing in small-capitalization
growth stocks.
 
As with any mutual fund, there is no guarantee the fund will achieve its goal.
 
 
Strategy
To use proprietary quantitative strategies to construct a broadly diversified
portfolio of small-cap growth stocks.
 
 
Risk/Reward
The potential for greater appreciation than a fund focusing on large companies
or emphasizing value stocks, but accompanied by greater risk of price declines.
The fund's share price may decline, causing a loss.
 
 
Investor Profile
Investors seeking an aggressive, long-term approach to building capital who can
accept the higher price fluctuations inherent in small-stock investing.
Appropriate for both regular and tax-deferred accounts, such as IRAs.
 
 
Fees and Charges
100% no load. Shares purchased and held for less than six months are subject to
a 1% redemption fee, paid to the fund. No fees or charges to buy shares or to
reinvest dividends; no 12b-1 marketing fees; free telephone exchange among T.
Rowe Price funds.
 
 
Investment Manager
Founded in 1937 by the late Thomas Rowe Price, Jr., T. Rowe Price Associates,
Inc. ("T. Rowe Price") and its affiliates managed over $124 billion for more
than six million individual and institutional investor accounts as of December
31, 1997.
<PAGE>
 
CONTENTS
1
 
ABOUT THE FUND
Transaction and Fund Expenses 2
Financial Highlights 3
Fund, Market, and Risk Characteristics 4
2
 
ABOUT YOUR ACCOUNT
Pricing Shares and Receiving Sale Proceeds 8
Distributions and Taxes 10
Transaction Procedures and Special Requirements 12
3
 
MORE ABOUT THE FUND
Organization and Management 16
Understanding Performance Information 18
Investment Policies and Practices 19
 
4
 
INVESTING WITH T. ROWE PRICE
Account Requirements and Transaction Information 25
Opening a New Account 25
Purchasing Additional Shares 27
Exchanging and Redeeming 27
Rights Reserved by the Fund 29
Shareholder Services 29
Discount Brokerage 31
Investment Information 33
T. Rowe Price Diversified Small-Cap Growth Fund, Inc.
Prospectus
 
   
May 1, 1998 revised to September 30, 1998    
This prospectus contains information you should know before investing. Please
keep it for future reference. A Statement of Additional Information about the
fund, dated May 1, 1998, has been filed with the Securities and Exchange
Commission and is incorporated by reference in this prospectus. To obtain a free
copy, call 1-800-638-5660.
 
Mutual fund shares are not deposits or obligations of, or guaranteed by, any
depository institution. Shares are not insured by the FDIC, Federal Reserve, or
any other agency, and are subject to investment risks, including possible loss
of the principal amount invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
 
 ABOUT THE FUND
                                        1
 TRANSACTION AND FUND EXPENSES
 ----------------------------------------------------------
  . Like all T. Rowe Price funds, this fund is 100% no load.
 
   These tables should help you understand the kinds of expenses you will bear
   directly or indirectly as a fund shareholder.
 
   Shareholder Transaction Expenses in Table 1 shows that you pay no sales
   charges. All the money you invest in the fund goes to work for you, subject
   to the fees explained below. Annual Fund Expenses provides an estimate of how
   much it would cost to operate the fund for a year, based on 1997 fiscal year
   expenses (and any applicable expense limitations). These are costs you pay
   indirectly because they are deducted from the fund's total assets before the
   daily share price is calculated and before dividends and other distributions
   are made. In other words, you will not see these expenses on your account
   statement.
 
<TABLE>
 Table 1 Transaction and Fund Expenses
<CAPTION>
<S>                     <S>       <S>                     <S>                     <C>
                                                          Percentage of Fiscal
Shareholder Transaction           Annual Fund Expenses    1997
Expenses                          (after reduction)       Average Net Assets
Sales charge "load" on  None      Management fee          0.31%/b/
purchases
                        ----------------------------------------------------------
Sales charge "load" on
reinvested              None      Marketing fees (12b-1)  None
distributions
                        ----------------------------------------------------------
Redemption fees (on               Total other
shares held less than             (shareholder
six months)             1.00%/a/  servicing, custodial,   0.94%/b/
                                  auditing, etc.)
                        ----------------------------------------------------------
Exchange fees           None      Total fund expenses     1.25%/b/
 
- ---------------------------------------------------------------------------------------
</TABLE>
 
 
 /a/
  Please see Contingent Redemption Fee under Pricing Shares and Receiving Sale
  Proceeds for additional information.
 
 /b
  /To limit the fund's expenses during its initial period of operations, T. Rowe
  Price agreed to waive its fees and bear any expenses through December 31,
  1998, which would cause the fund's ratio of expenses to average net assets to
  exceed 1.25%. Fees waived or expenses paid or assumed under these agreements
  are subject to reimbursement to T. Rowe Price by the fund whenever the fund's
  expense ratio is below 1.25%; however, no reimbursement will be made after
  December 31, 2000 (for the first agreement), or if it would result in the
  expense ratio exceeding 1.25%. Any amounts reimbursed will have the effect of
  increasing fees otherwise paid by the fund. Without this expense limitation,
  it is estimated that the fund's management fee, other expenses, and total
  expense ratio would have been 0.67%, 0.94%, and 1.61%, respectively.
  Organizational expenses will be charged to the fund over a period not to
  exceed 60 months.
 
Note:
A $5 fee is charged for wire redemptions under $5,000, subject to change without
notice, and a $10 fee is charged for small accounts when applicable (see Small
Account Fee under Transaction Procedures and Special Requirements).
<PAGE>
 
 
ABOUT THE FUND                                3
   The main types of expenses, which all mutual funds may charge against fund
   assets, are:
 
  . A management fee The percent of fund assets paid to the fund's investment
   manager. The fund's fee comprises a group fee, 0.32% as of December 31, 1997,
   and an individual fund fee of 0.35%.
 
  . "Other" administrative expenses Expenses arising primarily from the
   servicing of shareholder accounts, such as providing statements and reports,
   disbursing dividends, and providing custodial services.
 
  . Marketing or distribution fees An annual charge ("12b-1") to existing
   shareholders to defray the cost of selling shares to new shareholders. T.
   Rowe Price funds do not levy 12b-1 fees.
 
   For further details on fund expenses, please see Organization and Management.
 
  . Hypothetical example Assume you invest $1,000, the fund returns 5% annually,
   expense ratios remain as listed previously, and you close your account at the
   end of the time periods shown. Your expenses would be:
 
<TABLE>
 Table 2 Hypothetical Fund Expenses
<CAPTION>
<S>                                                   <S>           <S>           <S>           <S>
                                                      1 year        3 years       5 years       10 years
                                                      $13           $40           $69           $151
- --------------------------------------------------------------------------------------------------------------
</TABLE>
 
 
  . Table 2 is just an example; actual expenses can be higher or lower than
   those shown.
 
 
 
 FINANCIAL HIGHLIGHTS
 ----------------------------------------------------------
   Table 3, which provides information about the fund's financial history, is
   based on a single share outstanding throughout each fiscal year. The table is
   part of the fund's financial statements, which are included in its annual
   report and are incorporated by reference into the Statement of Additional
   Information (available upon request). The financial statements in the annual
   report were audited by Price Waterhouse LLP, the fund's independent
   accountants.
<PAGE>
 
 
T. ROWE PRICE                                 4
<TABLE>
 Table 3 Financial Highlights
<CAPTION>
<S>      <C>            <C>                                      <C>                <C>             <C>
                         Income From Investment Activities                                           Less Distributions
 
          Net Asset                                    Net        Net Realized       Total From                    Net
Period       Value,                             Investment        & Unrealized       Investment             Investment
Ended     Beginning                          Income (Loss)        Gain (Loss) on     Activities                 Income
          of Period                                                Investments
1997/a/  $       10.00  $                               (0.03)/b/$           0.74/c/$         0.71                  --
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S>      <C>                <C>            <C>                  <S>
                                            Net Asset Value
 
Period    Net Realized        Total               Net Asset
Ended             Gain        Distributions      Value, End
                                                  of Period
1997/a/  $          (0.01)   $   (0.01)    $             10.70
- ---------------------------------------------------------------------
</TABLE>
 
 
 
 
<TABLE>
  Table 3 Financial Highlights (continued)
<CAPTION>
<S>      <C>                                          <C>            <C>             <C>                  <C>
          Returns, Ratios, and Supplemental Data
 
                                   Total Return                      Ratio of        Ratio of Net
Period                                (Includes         Net Assets   Expenses to       Investment         Portfolio
Ended                                Reinvested         ($ Thousands)Average Net        Income to          Turnover
                                 Distributions)                        Assets         Average Net              Rate
                                                                                           Assets
1997/a/                                       7.10%/b/ $    72,071          1.25%/bd/          (0.67)%/bd/       13.4%/d/
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S>      <C>            <S>
Period    Average
Ended     Commission
          Rate Paid
1997/a/  $      0.0252
- -----------------------------
</TABLE>
 
 
 
 /a/ From June 30, 1997 (commencement of operations) to December 31, 1997.
 
 /b/
  Excludes expenses in excess of a 1.25% voluntary expense limitation in effect
  through December 31, 1998.
 
 /c/
  The amount presented is calculated pursuant to a methodology prescribed by the
  Securities and Exchange Commission for a share outstanding throughout the
  period. This amount is inconsistent with the fund's aggregate gains and losses
  because of the timing of sales and redemptions of the fund's shares in
  relation to fluctuating market values for the investment portfolio.
 
 /d/                                 Annualized.
 
 
 
 FUND, MARKET, AND RISK CHARACTERISTICS: WHAT TO EXPECT
 ----------------------------------------------------------
   To help you decide whether this fund is appropriate for you, this section
   takes a closer look at its investment objective and approach.
 
  . The fund should not represent your complete investment program nor be used
   for short-term trading purposes.
 
 
 What is the fund's objective?
 
   The fund seeks long-term growth of capital by investing primarily in common
   stocks of small growth companies.
<PAGE>
 
 
ABOUT THE FUND                                5
 What is the fund's investment program?
 
   The fund will invest at least 80% of total assets in small-cap growth
   companies. The portfolio will be more broadly diversified than the typical
   small-cap growth fund; the top 25 holdings will not compose a significant
   portion of fund assets. Stock selection is based on a variety of quantitative
   models designed by T. Rowe Price to identify the key characteristics of
   small-cap growth stocks. The fund will typically hold minimum cash reserves
   in order to maximize exposure to this market area. To help the fund manage
   cash flows efficiently and maintain consistent market exposure, the fund may
   also buy and sell stock index futures.
 
  . For more detailed information about fund investments, see Investment
   Policies and Practices and the Statement of Additional Information.
 
 
 What is meant by a "small-cap growth company"?
 
   These companies are still in the process of developing and are expected by T.
   Rowe Price to achieve long-term earnings growth rates that reach new highs
   over time. For purposes of this fund, a small company is defined as one whose
   market capitalization is smaller than 90% of the companies in the Standard &
   Poor's 500 Stock Index. As of December 31, 1997, this included companies with
   market caps under approximately $1.7 billion, but the upper size limit will
   vary with market fluctuations. (A company's market "cap" is found by
   multiplying its shares outstanding by its stock price.)
 
  . Growth investors look for companies with above-average earnings gains.
 
 
 Does the fund only invest in small-cap growth stocks?
 
   Most of the stocks purchased by the fund will be in the size range described
   above. However, the fund may on occasion purchase a stock whose market cap
   exceeds the range, and it will not automatically sell a stock just because
   the company's market cap has grown beyond the upper end of the range.
 
 
 How is the fund's portfolio constructed?
 
   The fund manager will use a number of proprietary quantitative models to
   identify and measure the major, often unique, characteristics of stocks in
   the small-cap growth sector. Among other factors, the models may reflect the
   degree of institutional ownership of stocks in this sector. Based on these
   models, stocks are selected in a "top down" manner so that the portfolio as a
   whole reflects the specific characteristics that the manager considers
   important, such as valuations (e.g., price/earnings or price/book value
   ratios) and projected earnings growth. The fund's resulting high degree of
   diversification is likely to minimize the effects of individual security
   selection on fund performance.
<PAGE>
 
 
T. ROWE PRICE                                 6
 How does the fund benefit from T. Rowe Price's expertise in small-cap growth
 investing?
 
   Our extensive experience in all aspects of small-cap growth
   investing-research, trading, portfolio strategy-provides the foundation for
   the decisions and judgment needed to develop the fund's quantitative
   investment strategies. In essence, the fund manager leverages this
   fundamental expertise through computer technology to build the relevant
   investment models, to assess how well the models capture important small-cap
   growth stock attributes, and to adjust them as needed over time. Thus, both
   qualitative and quantitative expertise is harnessed in attempting to optimize
   long-term performance.
 
 
 What are some potential advantages of this type of approach?
 
   The fund's program offers several benefits for investors who want to
   diversify their equity portfolios by adding exposure to the small-cap growth
   investment sector. First, small companies may offer greater opportunity for
   capital appreciation than larger, more established companies. Second, the
   fund's broad diversification may make it less volatile than small-cap growth
   funds that have more concentrated portfolios. Third, portfolio turnover
   should be lower than in the average small-cap fund, which may reduce the
   investor's potential capital gains tax exposure.
 
 
 What are some of the fund's potential risks?
 
   
   Investing in small companies involves greater risk than is customarily
   associated with more established companies. Stocks of small companies may be
   subject to more abrupt or erratic price movements than larger company
   securities. Small companies often have limited product lines, markets, or
   financial resources, and their management may lack depth and experience.    
 
  . The fund's share price will fluctuate; when you sell your shares, you may
   lose money.
 
 
 What are some potential risks and rewards of investing in the stock market
 through this fund?
 
   Common stocks, in general, offer a way to invest for long-term growth of
   capital. As the U.S. economy has expanded, corporate profits have grown and
   share prices have risen. Nevertheless, economic growth has been punctuated by
   periods of stagnation and recession. Share prices of all companies, even the
   best managed and most profitable, can fall for any number of reasons, ranging
   from lower-than-expected earnings to changes in investor psychology.
   Significant trading by large institutional investors also can lead to price
   declines. In addition, if our assessment of company prospects proves
   incorrect, companies that our managers and analysts expect to do well may
   perform poorly. Since 1950, the U.S. stock market has experienced 10 negative
   years as well as steep drops of
<PAGE>
 
 
ABOUT THE FUND                                7
   shorter duration. Its worst calendar quarter return in recent years was
   -22.5% in 1987's fourth quarter.
 
  . Equity investors should have a long-term investment horizon and be willing
   to wait out bear markets.
 
 
 How can I decide if the fund is appropriate for me?
 
   Consider your investment goals, your time horizon for achieving them, and
   your tolerance for risk. This fund is expected to be appropriate for
   investors seeking long-term capital growth who can accept the higher price
   fluctuations inherent in small-stock investing.
 
 
 Is there other information I need to review before making a decision?
 
   Be sure to read Investment Policies and Practices in Section 3, which
   discusses the principal types of portfolio securities that the fund may
   purchase as well as the types of management practices that the fund may use.
 
   You should also review the information in Section 2 that discusses contingent
   redemption fees.
<PAGE>
 
 ABOUT YOUR ACCOUNT
                                        2
 PRICING SHARES AND RECEIVING SALE PROCEEDS
 ----------------------------------------------------------
   Here are some procedures you should know when investing in a T. Rowe Price
   equity fund.
 
 
 How and when shares are priced
 
   The share price (also called "net asset value" or NAV per share) for a fund
   is calculated at 4 p.m. ET each day the New York Stock Exchange is open for
   business. To calculate the NAV, the fund's assets are valued and totaled,
   liabilities are subtracted, and the balance, called net assets, is divided by
   the number of shares outstanding.
 
  . The various ways you can buy, sell, and exchange shares are explained at the
   end of this prospectus and on the New Account Form. These procedures and the
   information you receive about them may differ for institutional and
   employer-sponsored retirement accounts.
 
 
 How your purchase, sale, or exchange price is determined
 
   If we receive your request in correct form by 4 p.m. ET, your transaction
   will be priced at that day's NAV. If we receive it after 4 p.m., it will be
   priced at the next business day's NAV.
 
   We cannot accept orders that request a particular day or price for your
   transaction or any other special conditions.
 
   Fund shares may be purchased through various third-party intermediaries
   including banks, brokers, and investment advisers. Where authorized by a
   fund, orders will be priced at the NAV next computed after receipt by the
   intermediary. Consult your intermediary to determine when your orders will be
   priced. The intermediary may charge a fee for its services.
 
   Note: The time at which transactions and shares are priced and the time until
   which orders are accepted may be changed in case of an emergency or if the
   New York Stock Exchange closes at a time other than 4 p.m. ET.
<PAGE>
 
 
ABOUT YOUR ACCOUNT                            9
 How you can receive the proceeds from a sale
 
  . When filling out the New Account Form, you may wish to give yourself the
   widest range of options for receiving proceeds from a sale.
 
   If your request is received by 4 p.m. ET in correct form, proceeds are
   usually sent on the next business day. Proceeds can be sent to you by mail or
   to your bank account by Automated Clearing House (ACH) transfer or bank wire.
   Proceeds sent by ACH transfer should be credited the second day after the
   sale. ACH is an automated method of initiating payments from, and receiving
   payments in, your financial institution account. The ACH system is supported
   by over 20,000 banks, savings banks, and credit unions. Proceeds sent by bank
   wire should be credited to your account the next business day.
 
  . Exception: Under certain circumstances and when deemed to be in the fund's
   best interests, your proceeds may not be sent for up to five business days
   after we receive your sale or exchange request. If you were exchanging into a
   bond or money fund, your new investment would not begin to earn dividends
   until the sixth business day.
 
  . If for some reason we cannot accept your request to sell shares, we will
   contact you.
 
   Contingent Redemption Fee
   The fund is designed for long-term investors willing to accept the risks
   associated with an investment in common stocks of small companies that are
   not widely held by institutional investors. Such securities tend to be less
   liquid than larger company stocks. The fund is not designed for short-term
   traders, whose frequent purchases, redemptions, and exchanges can
   unnecessarily disrupt the fund's investment program and drive up the fund's
   transaction costs. For these reasons, the fund assesses a 1.00% fee on
   redemptions (including exchanges) of shares held for less than six months.
 
   Redemption fees are paid to the fund to help offset transaction costs and to
   protect the fund's long-term shareholders. The fund will use the "first-in,
   first-out" (FIFO) method to determine the six-months holding period. Under
   this method, the date of the redemption or exchange will be compared to the
   earliest purchase date of shares held in the account. If this holding period
   is less than six months, the fee will be charged.
<PAGE>
 
 
T. ROWE PRICE                                 10
   The fee does not apply to any shares purchased through reinvested
   distributions (dividends and capital gains) or to shares held in retirement
   plans such as 401(k), 403(b), 457, Keogh, profit sharing, SIMPLE IRA,
   SEP-IRA, and money purchase pension accounts. The fee does apply to shares
   held in IRA accounts and to shares purchased through automatic investment
   plans (described under Shareholder Services). The fee may apply to shares in
   retirement plans held in broker omnibus accounts.
 
   In determining "six months," the fund will use the anniversary date of a
   transaction. Thus, shares purchased on July 1, 1997, for example, will be
   subject to the fee if they are redeemed on or prior to December 31, 1997. If
   they are redeemed on or after January 1, 1998, they will not be subject to
   the fee.
 
 
 
 USEFUL INFORMATION ON DISTRIBUTIONS AND TAXES
 ----------------------------------------------------------
  . All net investment income and realized capital gains are distributed to
   shareholders.
 
 
 Dividends and Other Distributions
 
   Dividend and capital gain distributions are reinvested in additional fund
   shares in your account unless you select another option on your New Account
   Form. The advantage of reinvesting distributions arises from compounding;
   that is, you receive income dividends and capital gain distributions on a
   rising number of shares.
 
   Distributions not reinvested are paid by check or transmitted to your bank
   account via ACH. If the Post Office cannot deliver your check, or if your
   check remains uncashed for six months, the fund reserves the right to
   reinvest your distribution check in your account at the NAV on the business
   day of the reinvestment and to reinvest all subsequent distributions in
   shares of the fund. No interest will accrue on amounts represented by
   uncashed distribution or redemption checks.
 
   Income dividends
  . The fund declares and pays dividends (if any) annually.
 
  . A portion of the fund's dividends may be eligible for the 70% deduction for
   dividends received by corporations.
 
   Capital gains
  . A capital gain or loss is the difference between the purchase and sale price
   of a security.
<PAGE>
 
 
ABOUT YOUR ACCOUNT                            11
  . If a fund has net capital gains for the year (after subtracting any capital
   losses), they are usually declared and paid in December to shareholders of
   record on a specified date that month.
 
 
 Tax Information
 
  . You will be sent timely information for your tax filing needs.
 
   You need to be aware of the possible tax consequences when:
 
  . You sell fund shares, including an exchange from one fund to another.
 
  . The fund makes a distribution to your account.
 
   Taxes on fund redemptions
   When you sell shares in any fund, you may realize a gain or loss. An exchange
   from one fund to another is still a sale for tax purposes.
 
   In January, you will be sent Form 1099-B indicating the date and amount of
   each sale you made in the fund during the prior year. This information will
   also be reported to the IRS. For new accounts or those opened by exchange in
   1983 or later, we will provide the gain or loss on the shares you sold during
   the year, based on the "average cost," single category method. This
   information is not reported to the IRS, and you do not have to use it. You
   may calculate the cost basis using other methods acceptable to the IRS, such
   as "specific identification."
 
   To help you maintain accurate records, we send you a confirmation immediately
   following each transaction you make (except for systematic purchases and
   redemptions) and a year-end statement detailing all your transactions in each
   fund account during the year.
 
   Taxes on fund distributions
  . The following summary does not apply to retirement accounts, such as IRAs,
   which are tax-deferred until you withdraw money from them.
 
   In January, you will be sent Form 1099-DIV indicating the tax status of any
   dividend and capital gain distributions made to you. This information will
   also be reported to the IRS. Distributions made by a fund are generally
   taxable to you for the year in which they were paid. You will be sent any
   additional information you need to determine your taxes on fund
   distributions, such as the portion of your dividend, if any, that may be
   exempt from state income taxes.
<PAGE>
 
 
T. ROWE PRICE                                 12
   The tax treatment of a capital gain distribution is determined by how long
   the fund held the portfolio securities, not how long you held shares in the
   fund. Short-term (one year or less) capital gain distributions are taxable at
   the same rate as ordinary income. Reflecting recent changes in the tax code,
   gains on securities held more than 12 months but not more than 18 months are
   taxed at a maximum rate of 28%, and gains on securities held for more than 18
   months are taxed at a maximum rate of 20%. If you realize a loss on the sale
   or exchange of fund shares held six months or less, your short-term loss
   recognized is reclassified to long term to the extent of any net capital gain
   distribution received.
 
   Gains and losses from the sale of foreign currencies and the foreign currency
   gain or loss resulting from the sale of a foreign debt security can increase
   or decrease a fund's ordinary income dividend. Net foreign currency losses
   may result in a fund's dividend being classified as a return of capital.
 
   If a fund pays nonrefundable taxes to foreign governments during the year,
   the taxes will reduce the fund's dividends but will still be included in your
   taxable income. However, you may be able to claim an offsetting deduction on
   your tax return for your portion of foreign taxes paid by a fund.
 
  . Distributions are taxable whether reinvested in additional shares or
   received in cash.
 
   Tax effect of buying shares before a capital gain or dividend distribution
   If you buy shares shortly before or on the "record date" -  the date that
   establishes you as the person to receive the upcoming distribution - you will
   receive a portion of the money you just invested in the form of a taxable
   distribution. Therefore, you may wish to find out a fund's record date before
   investing. Of course, a fund's share price may, at any time, reflect
   undistributed capital gains or income and unrealized appreciation, which may
   result in future distributions.
 
 
 
 TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS
 ----------------------------------------------------------
  . Following these procedures helps assure timely and accurate transactions.
 
 
 Purchase Conditions
 
   Nonpayment
   If your payment is not received or you pay with a check or ACH transfer that
   does not clear, your purchase will be canceled. You will be responsible for
   any losses or expenses incurred by the fund or transfer agent, and the fund
   can redeem shares you own in this or another identically registered T. Rowe
   Price fund as reimbursement. The fund and its agents have the right to reject
   or cancel any purchase, exchange, or redemption due to nonpayment.
<PAGE>
 
 
ABOUT YOUR ACCOUNT                            13
   U.S. dollars
   All purchases must be paid for in U.S. dollars; checks must be drawn on U.S.
   banks.
 
 
 Sale (Redemption) Conditions
 
   10-day hold
   If you sell shares that you just purchased and paid for by check or ACH
   transfer, the fund will process your redemption but will generally delay
   sending you the proceeds for up to 10 calendar days to allow the check or
   transfer to clear. If your redemption request was sent by mail or mailgram,
   proceeds will be mailed no later than the seventh calendar day following
   receipt unless the check or ACH transfer has not cleared. (The 10-day hold
   does not apply to the following: purchases paid for by bank wire; cashier's,
   certified, or treasurer's checks; or automatic purchases through your
   paycheck.)
 
   Telephone, Tele*Access/(R)/, and personal computer transactions
   Exchange and redemption services through telephone and Tele*Access are
   established automatically when you sign the New Account Form unless you check
   the box that states you do not want these services. Personal computer
   transactions must be authorized separately. T. Rowe Price funds and their
   agents use reasonable procedures (including shareholder identity
   verification) to confirm that instructions given by telephone are genuine and
   are not liable for acting on these instructions. If these procedures are not
   followed, it is the opinion of certain regulatory agencies that the funds and
   their agents may be liable for any losses that may result from acting on the
   instructions given. A confirmation is sent promptly after a transaction. All
   telephone conversations are recorded.
 
   Redemptions over $250,000
   Large sales can adversely affect a portfolio manager's ability to implement a
   fund's investment strategy by causing the premature sale of securities that
   would otherwise be held. If, in any 90-day period, you redeem (sell) more
   than $250,000, or your sale amounts to more than 1% of fund net assets, the
   fund has the right to pay the difference between the redemption amount and
   the lesser of the two previously mentioned figures with securities from the
   fund.
<PAGE>
 
 
T. ROWE PRICE                                 14
 Excessive Trading
 
  . T. Rowe Price may bar excessive traders from purchasing shares.
 
   Frequent trades, involving either substantial fund assets or a substantial
   portion of your account or accounts controlled by you, can disrupt management
   of the fund and raise its expenses.
 
  . Trades placed directly with T. Rowe Price If you trade directly with T. Rowe
   Price, you can make one purchase and sale involving the same fund within any
   120-day period. For example, if you are in fund A, you can move substantial
   assets from fund A to fund B and, within the next 120 days, sell your shares
   in fund B to return to fund A or move to fund C. If you exceed this limit,
   you are in violation of our excessive trading policy.
 
   Two types of transactions are exempt from this policy: 1) trades solely in
   money market funds (exchanges between a money fund and a non-money fund are
   not exempt); and 2) systematic purchases or redemptions (see Shareholder
   Services).
 
  . Trades placed through intermediaries If you purchase fund shares through an
   intermediary including a broker, bank, investment adviser, or other third
   party and hold them for less than 60 calendar days, you are in violation of
   our excessive trading policy.
 
  . If you violate our excessive trading policy, you may be barred indefinitely
   and without further notice from further purchases of T. Rowe Price funds.
 
 
 Keeping Your Account Open
 
   Due to the relatively high cost to a fund of maintaining small accounts, we
   ask you to maintain an account balance of at least $1,000. If your balance is
   below $1,000 for three months or longer, we have the right to close your
   account after giving you 60 days in which to increase your balance.
 
 
 Small Account Fee
 
   Because of the disproportionately high costs of servicing accounts with low
   balances, a $10 fee, paid to T. Rowe Price Services, the fund's transfer
   agent, will automatically be deducted from nonretirement accounts with
   balances falling below a minimum level. The valuation of accounts and the
   deduction are expected to take place during the last five business days of
   September. The fee will be deducted from accounts with balances below $2,000,
   except for UGMA/ UTMA accounts, for which the limit is $500. The fee will be
   waived for any investor whose aggregate T. Rowe Price mutual fund investments
   total $25,000 or more. Accounts employing automatic investing (e.g., payroll
   deduction, automatic purchase from a bank account, etc.) are also exempt from
   the charge. The fee will not apply to IRAs and other retirement plan
   accounts. (A separate custodial fee may apply to IRAs and other retirement
   plan accounts.)
<PAGE>
 
 
ABOUT YOUR ACCOUNT                            15
 Signature Guarantees
 
  . A signature guarantee is designed to protect you and the T. Rowe Price funds
   from fraud by verifying your signature.
 
   You may need to have your signature guaranteed in certain situations, such
   as:
 
  . Written requests 1) to redeem over $100,000, or 2) to wire redemption
   proceeds.
 
  . Remitting redemption proceeds to any person, address, or bank account not on
   record.
 
  . Transferring redemption proceeds to a T. Rowe Price fund account with a
   different registration (name or ownership) from yours.
 
  . Establishing certain services after the account is opened.
 
   You can obtain a signature guarantee from most banks, savings institutions,
   broker-dealers, and other guarantors acceptable to T. Rowe Price. We cannot
   accept guarantees from notaries public or organizations that do not provide
   reimbursement in the case of fraud.
<PAGE>
 
 MORE ABOUT THE FUND
                                        3
 ORGANIZATION AND MANAGEMENT
 ----------------------------------------------------------
 
 How is the fund organized?
 
   The fund was incorporated in Maryland in 1997 and is a "diversified, open-end
   investment company," or mutual fund. Mutual funds pool money received from
   shareholders and invest it to try to achieve specified objectives.
 
  . Shareholders benefit from T. Rowe Price's 61 years of investment management
   experience.
 
 
 What is meant by "shares"?
 
   As with all mutual funds, investors purchase shares when they put money in a
   fund. These shares are part of a fund's authorized capital stock, but share
   certificates are not issued.
 
   Each share and fractional share entitles the shareholder to:
 
  . Receive a proportional interest in the fund's income and capital gain
   distributions.
 
  . Cast one vote per share on certain fund matters, including the election of
   fund directors, changes in fundamental policies, or approval of changes in
   the fund's management contract.
 
 
 Do T. Rowe Price funds have annual shareholder meetings?
 
   The fund is not required to hold annual meetings and, to avoid unnecessary
   costs to fund shareholders, does not intend to do so except when certain
   matters, such as a change in its fundamental policies, must be decided. In
   addition, shareholders representing at least 10% of all eligible votes may
   call a special meeting, if they wish, for the purpose of voting on the
   removal of any fund director or trustee. If a meeting is held and you cannot
   attend, you can vote by proxy. Before the meeting, the fund will send you
   proxy materials that explain the issues to be decided and include a voting
   card for you to mail back.
<PAGE>
 
 
ABOUT YOUR ACCOUNT                            17
 Who runs the fund?
 
   General Oversight
   The fund is governed by a Board of Directors that meets regularly to review
   the fund's investments, performance, expenses, and other business affairs.
   The Board elects the fund's officers. The policy of the fund is that the
   majority of Board members are independent of T. Rowe Price.
 
  . All decisions regarding the purchase and sale of fund investments are made
   by T. Rowe Price  -  specifically by the fund's portfolio managers.
 
   Portfolio Management
   The fund has an Investment Advisory Committee with the following members:
   Richard T. Whitney, Chairman, Marc L. Baylin, Kristen F. Culp, John H.
   Laporte, Donald J. Peters, and Paul W. Wojcik. The committee chairman has
   day-to-day responsibility for managing the portfolio and works with the
   committee in developing and executing the fund's investment program. Mr.
   Whitney is chairman of the fund's committee. He joined T. Rowe Price in 1985
   and has been managing investments since 1986.
 
   Marketing
   T. Rowe Price Investment Services, Inc., a wholly owned subsidiary of T. Rowe
   Price, distributes (sells) shares of this and all other T. Rowe Price funds.
 
   Shareholder Services
   T. Rowe Price Services, Inc., another wholly owned subsidiary, 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 St., Baltimore, MD 21202.
 
 
 How are fund expenses determined?
 
   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/trustee fees and expenses.
 
  . For the fiscal year ended December 31, 1997, fees paid by the fund to
   various T. Rowe Price service companies included the following:  $105,000 to
   T. Rowe Price Services, Inc., for transfer and dividend disbursing functions
   and shareholder services, and $30,000 to T. Rowe Price for accounting
   services.
<PAGE>
 
 
T. ROWE PRICE                                 18
   The Management Fee
   This fee has two parts - an "individual fund fee" (discussed under
   Transaction and Fund Expenses), which reflects a fund's particular investment
   management costs, and a "group fee." The group fee, which is designed to
   reflect the benefits of the shared resources of the T. Rowe Price investment
   management complex, is calculated daily based on the combined net assets of
   all T. Rowe Price funds (except the Spectrum Funds, and any institutional,
   index, or private label mutual funds). The group fee schedule (shown below)
   is graduated, declining as the asset total rises, so shareholders benefit
   from the overall growth in mutual fund assets.
<TABLE>
 Group Fee Schedule
<CAPTION>
<S>                                           <C>                              <C>                                  <C>
                                              0.334%                           First $50 billion/a/
                                              ----------------------------------------------------------------------
                                              0.305%                           Next $30 billion
                                              ----------------------------------------------------------------------
                                              0.300%                           Thereafter
- -------------------------------------------------------------------------------------------------------------------------
                                              /a/ Represents a blended group fee rate containing various break points.
</TABLE>
 
   The fund's portion of the group fee is determined by the ratio of its daily
   net assets to the daily net assets of all the T. Rowe Price funds described
   previously. Based on combined T. Rowe Price funds' assets of over $76 billion
   at December 31, 1997, the group fee was 0.32%.
 
 
 
 UNDERSTANDING PERFORMANCE INFORMATION
 ----------------------------------------------------------
   This section should help you understand the terms used to describe fund
   performance. You will come across them in shareholder reports you receive
   from us; in our newsletter, The Price Report; in Insights articles; in T.
   Rowe Price advertisements; and in the media.
 
 
 Total Return
 
   This tells you how much an investment in a fund has changed in value over a
   given time period. It reflects any net increase or decrease in the share
   price and assumes that all dividends and capital gains (if any) paid during
   the period were reinvested in additional shares. Therefore, total return
   numbers include the effect of compounding.
 
   Advertisements for a fund may include cumulative or average annual compound
   total return figures, which may be compared with various indices, other
   performance measures, or other mutual funds.
 
  . Total return is the most widely used performance measure. Detailed
   performance information is included in the fund's annual and semiannual
   shareholder reports and in the quarterly Performance Update, which are all
   available without charge.
<PAGE>
 
 
MORE ABOUT THE FUND                           19
 Cumulative Total Return
 
   This is the actual return of an investment for a specified period. A
   cumulative return does not indicate how much the value of the investment may
   have fluctuated during the period. For example, a fund could have a 10-year
   positive cumulative return despite experiencing three negative years during
   that time.
 
 
 Average Annual Total Return
 
   This is always hypothetical and should not be confused with actual
   year-by-year results. It smooths out all the variations in annual performance
   to tell you what constant year-by-year return would have produced the
   investment's actual cumulative return. This gives you an idea of an
   investment's annual contribution to your portfolio, provided you held it for
   the entire period.
 
 
 
 INVESTMENT POLICIES AND PRACTICES
 ----------------------------------------------------------
   This section takes a detailed look at some of the types of securities the
   fund may hold in its portfolio and the various kinds of investment practices
   that may be used in day-to-day portfolio management. The fund's investment
   program is subject to further restrictions and risks described in the
   Statement of Additional Information.
 
   Shareholder approval is required to substantively change the fund's objective
   and certain investment restrictions noted in the following section as
   "fundamental policies." The managers also follow certain "operating
   policies," which can be changed without shareholder approval. However,
   significant changes are discussed with shareholders in fund reports. The fund
   adheres to applicable investment restrictions and policies at the time it
   makes an investment. A later change in circumstances will not require the
   sale of an investment if it was proper at the time it was made.
<PAGE>
 
 
T. ROWE PRICE                                 20
   The fund's holdings of certain kinds of investments cannot exceed maximum
   percentages of total assets, which are set forth in this prospectus. For
   instance, this fund is not permitted to invest more than 10% of total assets
   in hybrid instruments. While these restrictions provide a useful level of
   detail about the fund's investment program, investors should not view them as
   an accurate gauge of the potential risk of such investments. For example, in
   a given period, a 5% investment in hybrid instruments could have
   significantly more of an impact on the fund's share price than its weighting
   in the portfolio. The net effect of a particular investment depends on its
   volatility and the size of its overall return in relation to the performance
   of all the fund's other investments.
 
   Changes in the fund's holdings, the fund's performance, and the contribution
   of various investments are discussed in the shareholder reports sent to you.
 
  . Fund managers have considerable leeway in choosing investment strategies and
   selecting securities they believe will help the fund achieve its objective.
 
 
 Types of Portfolio Securities
 
   In seeking to meet its investment objective, the fund may invest in any type
   of security or instrument (including certain potentially high-risk
   derivatives described in this section) whose investment characteristics are
   consistent with the fund's investment program. The following pages describe
   the principal types of portfolio securities and investment management
   practices of the fund.
 
   Fundamental policy The fund will not purchase a security if, as a result,
   with respect to 75% of its total assets, more than 5% of its total assets
   would be invested in securities of a single issuer, or if more than 10% of
   the voting securities of the issuer would be held by the fund.
 
   Common and Preferred Stocks
   Stocks represent shares of ownership in a company. Generally, preferred stock
   has a specified dividend and ranks after bonds and before common stocks in
   its claim on income for dividend payments and on assets should the company be
   liquidated. After other claims are satisfied, common stockholders participate
   in company profits on a pro-rata basis; profits may be paid out in dividends
   or reinvested in the company to help it grow. Increases and decreases in
   earnings are usually reflected in a company's stock price, so common stocks
   generally have the greatest appreciation and depreciation potential of all
   corporate securities. While most preferred stocks pay a dividend, the fund
   may purchase preferred stock where the issuer has omitted, or is in danger of
   omitting, payment of its dividend. Such investments would be made primarily
   for their capital appreciation potential.
<PAGE>
 
 
MORE ABOUT THE FUND                           21
   Convertible Securities and Warrants
   The fund may invest in debt or preferred equity securities convertible into,
   or exchangeable for, equity securities. Traditionally, convertible securities
   have paid dividends or interest at rates higher than common stocks but lower
   than nonconvertible securities. They generally participate in the
   appreciation or depreciation of the underlying stock into which they are
   convertible, but to a lesser degree. In recent years, convertibles have been
   developed which combine higher or lower current income with options and other
   features. Warrants are options to buy a stated number of shares of common
   stock at a specified price anytime during the life of the warrants
   (generally, two or more years).
 
   Foreign Securities
   The fund may invest in foreign securities. These include
   nondollar-denominated securities traded outside of the U.S. and
   dollar-denominated securities of foreign issuers traded in the U.S. (such as
   ADRs). Such investments increase a portfolio's diversification and may
   enhance return, but they also involve some special risks, such as exposure to
   potentially adverse local political and economic developments;
   nationalization and exchange controls; potentially lower liquidity and higher
   volatility; possible problems arising from accounting, disclosure,
   settlement, and regulatory practices that differ from U.S. standards; and the
   chance that fluctuations in foreign exchange rates will decrease the
   investment's value (favorable changes can increase its value). These risks
   are heightened for investments in developing countries, and there is no limit
   on the amount of the fund's foreign investments that may be made in such
   countries.
 
   Operating policy The fund may invest up to 10% of its total assets (excluding
   reserves) in foreign securities.
 
   Hybrid Instruments
   These instruments (a type of potentially high-risk derivative) can combine
   the characteristics of securities, futures, and options. For example, the
   principal amount, redemption, or conversion terms of a security could be
   related to the market price of some commodity, currency, or securities index.
   Such securities may bear interest or pay dividends at below market or even
   relatively nominal rates. Under certain conditions, the redemption value of
   such an investment could be zero.
 
  . Hybrids can have volatile prices and limited liquidity, and their use by the
   fund may not be successful.
 
   Operating policy The fund may invest up to 10% of its total assets in hybrid
   instruments.
<PAGE>
 
 
T. ROWE PRICE                                 22
   Private Placements
   These securities are sold directly to a small number of investors, usually
   institutions. Unlike public offerings, such securities are not registered
   with the SEC. Although certain of these securities may be readily sold, for
   example, under Rule 144A, others may be illiquid, and their sale may involve
   substantial delays and additional costs.
 
   Operating policy The fund will not invest more than 15% of its net assets in
   illiquid securities.
 
 
 Types of Management Practices
 
   Reserve Position
   The fund will hold a certain portion of its assets in money market reserves.
   The fund's reserve position can consist of shares of one or more T. Rowe
   Price internal money market funds as well as short-term, high-quality U.S.
   and foreign dollar-denominated money market securities, including repurchase
   agreements. For temporary, defensive purposes, the fund may invest without
   limitation in money market reserves. The reserve position provides
   flexibility in meeting redemptions, expenses, and the timing of new
   investments and can serve as a short-term defense during periods of unusual
   market volatility.
 
   Borrowing Money and Transferring Assets
   The fund can borrow money from banks as a temporary measure for emergency
   purposes, to facilitate redemption requests, or for other purposes consistent
   with the fund's investment objective and program. Such borrowings may be
   collateralized with fund assets, subject to restrictions.
 
   Fundamental policy Borrowings may not exceed 33/1//\\/3/\\% of total fund
   assets.
 
   Operating policy The fund may not transfer as collateral any portfolio
   securities except as necessary in connection with permissible borrowings or
   investments, and then such transfers may not exceed 33/1//\\/3/\\% of the
   fund's total assets. The fund may not purchase additional securities when
   borrowings exceed 5% of total assets.
 
   Futures and Options
   Futures (a type of potentially high-risk derivative) are often used to manage
   or hedge risk because they enable the investor to buy or sell an asset in the
   future at an agreed-upon price. Options (another type of potentially
   high-risk derivative) give the investor the right (where the investor
   purchases the option), or the obligation (where the investor writes (sells)
   the option), to buy or sell an asset at a predetermined price in the future.
   The fund may buy and sell futures and options contracts for any number of
   reasons, including: to manage its exposure to changes in securities prices
   and foreign currencies; as an efficient means of adjusting its overall
   exposure to certain markets; in an effort to enhance income;
<PAGE>
 
 
MORE ABOUT THE FUND                           23
   and to protect the value of portfolio securities. The fund may purchase,
   sell, or write call and put options on securities, financial indices, and
   foreign currencies.
 
   Futures contracts and options may not always be successful hedges and their
   prices can be highly volatile. Using them could lower the fund's total
   return, and the potential loss from the use of futures can exceed the fund's
   initial exposure to such contracts.
 
   Operating policies Futures: Initial margin deposits and premiums on options
   used for non-hedging purposes will not equal more than 5% of the fund's net
   asset value. Options on securities: The total market value of securities
   against which the fund writes call or put options may not exceed 25% of its
   total assets. The fund will not commit more than 5% of its total assets to
   premiums when purchasing call or put options.
 
   Managing Foreign Currency Risk
   Investors in foreign securities may "hedge" their exposure to potentially
   unfavorable currency changes by purchasing a contract to exchange one
   currency for another on some future date at a specified exchange rate. In
   certain circumstances, a "proxy currency" may be substituted for the currency
   in which the investment is denominated, a strategy known as "proxy hedging."
   If the fund were to engage in foreign currency transactions, they would be
   used primarily to protect the fund's foreign securities from adverse currency
   movements relative to the dollar. Such transactions involve the risk that
   anticipated currency movements will not occur, and the fund's total return
   could be reduced.
 
   Lending of Portfolio Securities
   Like other mutual funds, the fund may lend securities to broker-dealers,
   other institutions, or other persons to earn additional income. The principal
   risk is the potential insolvency of the broker-dealer or other borrower. In
   this event, the fund could experience delays in recovering its securities and
   possibly capital losses.
 
   Fundamental policy The value of loaned securities may not exceed
   33/1//\\/3/\\% of total fund assets.
<PAGE>
 
 
T. ROWE PRICE                                 24
   Portfolio Turnover
   The fund will not generally trade in securities for short-term profits, but,
   when circumstances warrant, securities may be purchased and sold without
   regard to the length of time held. A high turnover rate may increase
   transaction costs and result in additional taxable gains. The fund's
   portfolio turnover rate for the fiscal year ending December 31, 1997, was
   13.4% (annualized).
 
 
 Year 2000 Processing Issue
 
   Many computer programs employed throughout the world use two digits rather
   than four to identify the year. These programs, if not adapted, will not
   correctly handle the change from "99" to "00" on January 1, 2000, and will
   not be able to perform necessary functions. The Year 2000 issue affects
   virtually all companies and organizations.
 
   T. Rowe Price has implemented steps intended to assure that its major
   computer systems and processes are capable of Year 2000 processing. We are
   working with third parties to assess the adequacy of their compliance efforts
   and are developing contingency plans intended to assure that third-party
   noncompliance will not materially affect T. Rowe Price's operations.
 
   Companies or governmental entities in which T. Rowe Price funds invest could
   be affected by the Year 2000 issue, but at this time the funds cannot predict
   the degree of impact. To the extent the impact on a portfolio holding is
   negative, a fund's returns could be adversely affected.
<PAGE>
 
 INVESTING WITH T. ROWE PRICE
                                        4
 ACCOUNT REQUIREMENTS AND TRANSACTION INFORMATION
 ----------------------------------------------------------
Tax Identification Number
We must have your correct Social Security or corporate tax identification number
on a signed New Account Form or W-9 Form. Otherwise, federal law requires the
funds to withhold a percentage (currently 31%) of your dividends, capital gain
distributions, and redemptions, and may subject you to an IRS fine. If this
information is not received within 60 days after your account is established,
your account may be redeemed, priced at the NAV on the date of redemption.
 
Always verify your transactions by carefully reviewing the confirmation we send
you. Please report any discrepancies to Shareholder Services promptly.
 
Employer-Sponsored Retirement Plans and Institutional Accounts T. Rowe Price
Trust Company 1-800-492-7670 1-410-625-6585
Transaction procedures in the following sections may not apply to
employer-sponsored retirement plans and institutional accounts. For procedures
regarding employer-sponsored retirement plans, please call T. Rowe Price Trust
Company or consult your plan administrator. For institutional account
procedures, please call your designated account manager or service
representative.
 
 
 
 OPENING A NEW ACCOUNT
 ----------------------------------------------------------
$2,500 minimum initial investment; $1,000 for retirement plans or gifts or
transfers to minors (UGMA/UTMA) accounts
 
Account Registration
If you own other T. Rowe Price funds, be sure to register any new account just
like your existing accounts so you can exchange among them easily. (The name and
account type would have to be identical.)
 
By Mail
Please make your check payable to T. Rowe Price Funds (otherwise it will be
returned) and send your check, together with the New Account Form, to the
appropriate address in the next paragraph. We do not accept third-party checks
to open new accounts, except for IRA Rollover checks that are properly endorsed.
<PAGE>
 
 
T. ROWE PRICE                                 26
Regular Mail
T. Rowe Price Account Services P.O. Box 17300 Baltimore, MD 21298-9353
 
Mailgram, Express, Registered, or Certified Mail
T. Rowe Price Account Services 10090 Red Run Blvd. Owings Mills, MD 21117
 
By Wire
Call Investor Services for an account number and give the following wire
information to your bank:
 
PNC Bank, N.A. (Pittsburgh) ABA# 043000096 T. Rowe Price [fund name] Account#
1004397951 name of owner(s) and account number
 
Complete a New Account Form and mail it to one of the appropriate addresses
listed previously.
 
Note: No services will be established and IRS penalty withholding may occur
until a signed New Account Form is received. Also, retirement plans cannot be
opened by wire.
 
By Exchange
Call Shareholder Services or use Tele*Access or your personal computer (see
Automated Services under Shareholder Services). The new account will have the
same registration as the account from which you are exchanging. Services for the
new account may be carried over by telephone request if preauthorized on the
existing account. For limitations on exchanging, see explanation of Excessive
Trading under Transaction Procedures and Special Requirements.
 
In Person
Drop off your New Account Form at any location listed on the cover and obtain a
receipt.
<PAGE>
 
 
INVESTING WITH T. ROWE PRICE                  27
 PURCHASING ADDITIONAL SHARES
 ----------------------------------------------------------
$100 minimum purchase; $50 minimum for retirement plans, Automatic Asset
Builder, and gifts or transfers to minors (UGMA/UTMA) accounts
 
By ACH Transfer
Use Tele*Access or your personal computer or call Investor Services if you have
established electronic transfers using the ACH network.
 
By Wire
Call Shareholder Services or use the wire address in Opening a New Account.
 
By Mail
1. Make your check payable to T. Rowe Price Funds (otherwise it may be
 returned).
 
2. Mail the check to us at the following address with either a fund reinvestment
 slip or a note indicating the fund you want to buy and your fund account
 number.
 
3. Remember to provide your account number and the fund name on the memo line of
 your check.
 
Regular Mail
T. Rowe Price Funds Account Services P.O. Box 89000 Baltimore, MD 21289-1500
 
/(For mailgrams, express, registered, or certified mail, see previous /
/section.)/
 
By Automatic Asset Builder
Fill out the Automatic Asset Builder section on the New Account or Shareholder
Services Form.
 
 
 
 EXCHANGING AND REDEEMING SHARES
 ----------------------------------------------------------
By Phone
Call Shareholder Services
If you find our phones busy during unusually volatile markets, please consider
placing your order by your personal computer, Tele*Access (if you have
previously authorized telephone services), mailgram, or express mail. For
exchange policies, please see Transaction Procedures and Special Requirements -
Excessive Trading.
<PAGE>
 
 
T. ROWE PRICE                                 28
Redemption proceeds can be mailed to your account address, sent by ACH transfer,
or wired to your bank (provided your bank information is already on file). For
charges, see Electronic Transfers - By Wire under Shareholder Services.
 
By Mail
For each account involved, provide the account name, number, fund name, and
exchange or redemption amount. For exchanges, be sure to indicate any fund you
are exchanging out of and the fund or funds you are exchanging into. Please mail
to the appropriate address below. T. Rowe Price requires the signatures of all
owners exactly as registered, and possibly a signature guarantee (see
Transaction Procedures and Special Requirements - Signature Guarantees).
 
Regular Mail
For nonretirement and IRA accounts
T. Rowe Price Account Services P.O. Box 89000 Baltimore, MD 21289-0220
 
For employer-sponsored retirement accounts
T. Rowe Price Trust Company P.O. Box 89000 Baltimore, MD 21289-0300
 
/(For mailgrams, express, registered, or certified mail, see Opening a / /New
Account.)/
 
Redemptions from employer-sponsored retirement accounts must be in writing;
please call T. Rowe Price Trust Company or your plan administrator for
instructions. IRA distributions may be requested in writing or by telephone;
please call Shareholder Services to obtain an IRA Distribution Form or an IRA
Shareholder Services Form to authorize the telephone redemption service.
<PAGE>
 
 
INVESTING WITH T. ROWE PRICE                  29
 RIGHTS RESERVED BY THE FUND
 ----------------------------------------------------------
The fund and its agents reserve the right to waive or lower investment minimums;
to accept initial purchases by telephone or mailgram; to refuse any purchase
order; to cancel or rescind any purchase or exchange (for example, for excessive
trading or fraud) upon notice to the shareholder within five business days of
the trade or if the written confirmation has not been received by the
shareholder, whichever is sooner; to freeze any account and suspend account
services when notice has been received of a dispute between the registered or
beneficial account owners or there is reason to believe a fraudulent transaction
may occur; to otherwise modify the conditions of purchase and any services at
any time; or to act on instructions believed to be genuine.
 
 
 
 SHAREHOLDER SERVICES
 ----------------------------------------------------------
Shareholder Services 1-800-225-5132 1-410-625-6500 Investor Services
1-800-638-5660 1-410-547-2308
Many services are available to you as a T. Rowe Price shareholder; some you
receive automatically, and others you must authorize on the New Account Form. By
signing up for services on the New Account Form rather than later on, you avoid
having to complete a separate form and obtain a signature guarantee. This
section reviews some of the principal services currently offered. Our Services
Guide, which is automatically mailed to all new shareholders, contains detailed
descriptions of these and other services.
 
Note: Corporate and other institutional accounts require an original or
certified resolution to establish services and to redeem by mail. For more
information, call Investor Services.
 
Retirement Plans
We offer a wide range of plans for individuals, institutions, and large and
small businesses: Traditional IRAs, Roth IRAs, SIMPLE IRAs, SEP-IRAs, Keoghs
(profit sharing, money purchase pension), 401(k), and 403(b)(7). For information
on IRAs, call Investor
<PAGE>
 
 
T. ROWE PRICE                                 30
Services. For information on all other retirement plans, including our no-load
variable annuity, please call our Trust Company at 1-800-492-7670.
 
Exchange Service
You can move money from one account to an existing identically registered
account or open a new identically registered account. Remember, exchanges are
purchases and sales for tax purposes. (Exchanges into a state tax-free fund are
limited to investors living in states where the fund is registered.) Some of the
T. Rowe Price funds may impose a redemption fee of 0.5% to 2% on shares held for
less than six months or one year, as specified in the prospectus. The fee is
paid to the fund.
 
Automated Services Tele*Access 1-800-638-2587 24 hours, 7 days
Tele*Access
24-hour service via toll-free number enables you to (1) access information on
fund yields, prices, distributions, account balances, and your latest
transaction; (2) request checks, prospectuses, services forms, duplicate
statements, and tax forms; and (3) initiate purchase, redemption, and exchange
transactions in your accounts (see Electronic Transfers below).
 
T. Rowe Price OnLine
24-hour service via dial-up modem provides the same services as Tele*Access but
on a personal computer. Please call Investor Services for an information guide.
 
After obtaining proper authorization, account transactions may also be conducted
on the Internet.
 
Plan Account Line 1-800-401-3279
Plan Account Line
This 24-hour service is similar to Tele*Access but is designed specifically to
meet the needs of retirement plan investors.
 
Telephone and Walk-In Services
Buy, sell, or exchange shares by calling one of our service representatives or
by visiting one of our investor center locations whose addresses are listed on
the cover.
 
Electronic Transfers
By ACH
With no charges to pay, you can initiate a purchase or redemption for as little
as $100 or as much as $100,000 between your bank account and fund account using
the ACH network. Enter instructions via Tele*Access or your personal computer,
or call Shareholder Services.
<PAGE>
 
 
INVESTING WITH T. ROWE PRICE                  31
By Wire
Electronic transfers can be conducted via bank wire. There is currently a $5 fee
for wire redemptions under $5,000, and your bank may charge for incoming or
outgoing wire transfers regardless of size.
 
Checkwriting
(Not available for equity funds, or the High Yield or Emerging Markets Bond
Funds) You may write an unlimited number of free checks on any money market
fund, and most bond funds, with a minimum of $500 per check. Keep in mind,
however, that a check results in a redemption; a check written on a bond fund
will create a taxable event which you and we must report to the IRS.
 
Automatic Investing
($50 minimum) You can invest automatically in several different ways, including:
 
Automatic Asset Builder
You instruct us to move $50 or more from your bank account, or you can instruct
your employer to send all or a portion of your paycheck to the fund or funds you
designate.
 
Automatic Exchange
You can set up systematic investments from one fund account into another, such
as from a money fund into a stock fund.
 
 
 
 DISCOUNT BROKERAGE
 ----------------------------------------------------------
To open an account 1-800-638-5660 For existing discount brokerage investors
1-800-225-7720
This service gives you the opportunity to consolidate all of your investments
with one company. Through our discount brokerage, you can buy and sell  stocks,
options, bonds, non-T. Rowe Price mutual funds, and more - at commission savings
over full-service brokers. We also provide a wide range of services, including:
 
Automated telephone and computer services
You can enter stock and option trades, access quotes, and review account
information around the clock by phone with Tele-Trader or via the Internet with
Internet-Trader. Any trades executed through
<PAGE>
 
 
T. ROWE PRICE                                 32
Tele-Trader save you an additional 10% on commissions. Plus, you will save 20%
on commissions for equity trades when you trade through Internet-Trader.
 
Note: Subject to a $35 minimum commission for all trades except equity trades
placed through Internet-Trader, which are subject to a $29.95 minimum
commission.
 
Investor information
A variety of informative reports, such as our Brokerage Insights series, S&P
Market Month newsletter, and select stock reports can help you better evaluate
economic trends and investment opportunities.
 
Dividend Reinvestment Service
Virtually all stocks held in customer accounts are eligible for this service -
free of charge.
 
/Discount Brokerage is a division of T. Rowe Price Investment Services, / /Inc.,
Member NASD/SIPC./
<PAGE>
 
 
INVESTING WITH T. ROWE PRICE                  33
 INVESTMENT INFORMATION
 ----------------------------------------------------------
To help shareholders monitor their current investments and make decisions that
accurately reflect their financial goals, T. Rowe Price offers a wide variety of
information in addition to account statements.
 
Shareholder Reports
Fund managers' reviews of their strategies and results. If several members of a
household own the same fund, only one fund report is mailed to that address. To
receive additional copies, please call Shareholder Services or write to us at
100 East Pratt Street, Baltimore, Maryland 21202.
 
The T. Rowe Price Report
A quarterly investment newsletter discussing markets and financial strategies.
 
Performance Update
A quarterly review of all T. Rowe Price fund results.
 
Insights
Educational reports on investment strategies and financial markets.
 
Investment Guides
Asset Mix Worksheet, College Planning Kit, Diversifying Overseas: A T. Rowe
Price Guide to International Investing, How to Choose a Bond Fund, Personal
Strategy Planner, Retirees Financial Guide, Retirement Planning Kit, and Tax
Considerations for Investors.
<PAGE>
 
To help you achieve your financial goals, T. Rowe Price offers a wide range of
stock, bond, and money market investments, as well as convenient services and
timely, informative reports.
To Open a Mutual Fund Account
 Investor Services
 1-800-638-5660
 1-410-547-2308
 
For Existing Accounts
 Shareholder Services
 1-800-225-5132
 1-410-625-6500
 
For Yields, Prices, Account Information, or to Conduct Transactions
 Tele*Access/(R)/
 1-800-638-2587    24 hours, 7 days
 
To Open a Discount Brokerage Account
 1-800-638-5660
 
Plan Account Line
 1-800-401-3279
 For retirement plan
 investors
To Open a Mutual Fund Account
 Investor Services
 1-800-638-5660
 1-410-547-2308
 
For Existing Accounts
 Shareholder Services
 1-800-225-5132
 1-410-625-6500
 
For Yields, Prices, Account Information, or to Conduct Transactions
 Tele*Access/(R)/
 1-800-638-2587    24 hours, 7 days
 
To Open a Discount Brokerage Account
 1-800-638-5660
 
Plan Account Line
 1-800-401-3279
 For retirement plan
 investors
Investor Centers
 101 East Lombard St.
 Baltimore, MD 21202
 
 T. Rowe Price
 Financial Center
 10090 Red Run Blvd.
 Owings Mills, MD 21117
 
 Farragut Square
 900 17th Street, N.W.
 Washington, D.C. 20006
 
 ARCO Tower
 31st Floor
 515 South Flower St.
 Los Angeles, CA 90071
 
 4200 West Cypress St.
 10th Floor
 Tampa, FL 33607
 
Internet Address
 www.troweprice.com
 
 
 (LOGO)
   
F20-040 9/30/98    


 
   


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