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PROSPECTUS
May 1, 1999
T. Rowe Price Spectrum Funds
Three broadly diversified growth, income, and international funds that invest
in other T. Rowe Price funds.
The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
T. ROWE PRICE RAM LOGO
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T. Rowe Price Spectrum Fund, Inc.
Prospectus
May 1, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ABOUT THE FUNDS
1
Fund, Market, and Risk Characteristics 1
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Other Information About the Funds 7
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ABOUT YOUR ACCOUNT
2
Pricing Shares and Receiving 8
Sale Proceeds
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Distributions and Taxes 9
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Transaction Procedures and 12
Special Requirements
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MORE ABOUT THE FUNDS
3
Organization and Management 15
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Understanding Performance Information 18
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Special Risks and Considerations 20
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Description of Underlying Funds 21
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Investment Policies of the Spectrum Funds 22
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Investment Policies and Practices of the 24
Underlying Funds
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Financial Highlights 25
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INVESTING WITH T. ROWE PRICE
4
Account Requirements 29
and Transaction Information
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Opening a New Account 29
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Purchasing Additional Shares 31
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Exchanging and Redeeming 31
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Rights Reserved by the Funds 33
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Information About Your
34
Services
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T. Rowe Price 36
Brokerage
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Investment Information 37
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</TABLE>
Founded in 1937 by the late Thomas Rowe Price, Jr., T. Rowe Price Associates,
Inc., and its affiliates managed $147.8 billion for more than seven million
individual and institutional investor accounts as of December 31, 1998.
Rowe Price-Fleming International, Inc. ("Price-Fleming") was founded in 1979
as a joint venture between T. Rowe Price Associates, Inc. and Robert Fleming
Holdings, Ltd. As of December 31, 1998, Price-Fleming managed $32.9 billion in
foreign stocks and bonds through its offices in Baltimore, London, Tokyo,
Singapore, Hong Kong, Buenos Aires, and Paris.
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 government agency, and are subject to investment risks, including
possible loss of the principal amount invested.
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ABOUT THE FUNDS
1
FUND, MARKET, AND RISK CHARACTERISTICS: WHAT TO EXPECT
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To help you decide whether these funds are appropriate for you, this section
reviews their investment objectives, strategies, and risks.
What is each fund's objective?
Spectrum Income Fund seeks a high level of current income with moderate share
price fluctuation.
Spectrum Growth Fund seeks long-term capital appreciation and growth of
income, with current income a secondary objective.
Spectrum International Fund seeks long-term capital appreciation.
What is each fund's principal investment strategy?
Each fund can diversify its assets widely among a set of T. Rowe Price funds
representing specific market segments. Each Spectrum Fund seeks to maintain
broad exposure to several markets in an attempt to reduce the impact of
markets that are declining and to benefit from good performance in particular
market segments.
Spectrum Income may invest in five domestic bond funds, two international
bond funds, a money market fund, and one income-oriented stock fund.
Spectrum Growth may invest in seven domestic equity funds, one international
stock fund, and a money market fund.
Spectrum International may invest in four developed market equity funds,
three emerging markets equity funds, two international bond funds, and a
money market fund.
Within the ranges shown in the next table, managers decide how much of each
fund's assets to allocate to underlying fund investments based on their
outlook for, and on the relative valuations of, the underlying funds and the
various markets in which they invest.
Each fund may sell securities for a variety of reasons, such as to secure
gains, limit losses, or redeploy assets into more promising opportunities.
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T. ROWE PRICE
<TABLE>
Table 1 Asset Allocation Ranges for Underlying Funds
<CAPTION>
Spectrum Investment Spectrum Investment Spectrum Inv
Income Fund Range Growth Fund Range International Fund Ran
<S> <C> <S> <C> <S> <C>
Emerging Markets Bond 0-10% Mid-Cap Value 0-15% Emerging Markets Bond 0-15
Short-Term Bond 0-15 New Era 0-15 Latin America 0-15
U.S. Treasury Long-Term 0-15 Blue Chip Growth 5-20 Emerging Markets Stock 0-20
GNMA 5-20 Growth Stock 5-20 International Bond 0-20
Summit Cash
International Bond 5-20 Reserves 0-25 International Discovery 0-20
Summit Cash Reserves 0-25 Equity Income 7.5-22.5 New Asia 0-20
Equity Income 10-25 Growth & Income 7.5-22.5 Summit Cash Reserves 0-25
High Yield 10-25 International Stock 10-25 European Stock 0-30
New Income 15-30 New Horizons 10-25 Japan 0-30
International Stock 35-65
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</TABLE>
. For details about each fund's investment program, please see the Investment
Policies and Practices section.
What are the main risks of investing in the funds?
Each Spectrum Fund's broad diversification is designed to cushion severe
losses in any one investment sector and moderate the fund's overall price
swings. However, the funds' share prices will fluctuate as the prices of the
underlying funds rise or fall with changing market conditions. Spectrum
Income should experience lower price volatility than the equity-focused
funds, Spectrum Growth and Spectrum International. Each fund carries some
particular risk considerations:
Spectrum Income
This fund's share price will typically move in the opposite direction of U.S.
interest rates, so a rise in rates, or interest rate risk, represents the
most important source of risk. There is also exposure to credit risk:
corporate bond holdings in the underlying funds may have their credit ratings
downgraded or they may default. Such events could reduce the fund's share
price and income level. Credit risk for the fund increases to the extent it
invests in high-yield ("junk") bonds, primarily through the High Yield Fund.
The fund is exposed to the risks of international investing to the extent it
invests overseas, primarily through the International Bond Fund. For example,
weakening foreign currencies versus the U.S. dollar would typically reduce
returns from bonds denominated in other currencies. In addition, emerging
market bonds are subject to the special political and economic risks of these
newly industrialized countries. To the extent that Spectrum Income invests in
stocks through the Equity Income Fund, its share price would be hurt by stock
market declines.
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ABOUT THE FUNDS
Spectrum Growth
As with all equity funds, this fund's share price can fall because of
weakness in the broad market, a particular industry, or specific holdings.
The market as a whole can decline for many reasons, including adverse
political or economic developments here or abroad, changes in investor
psychology, or heavy institutional selling. The prospects for a particular
underlying fund or the industries or companies in which they invest may
deteriorate because of a variety of factors, including disappointing earnings
or changes in the competitive environment. In addition, our assessment of the
underlying funds held by the fund may prove incorrect, resulting in losses or
poor performance even in a rising market.
In addition to the general stock market risks assumed by the funds held in
this portfolio, certain underlying holdings carry additional risks. The
fund's investments in small companies, primarily through the New Horizons
Fund, may experience greater price swings than its investments in funds
holding larger stocks. To the extent the fund invests in foreign securities,
primarily through the International Stock Fund, it is also subject to the
risk that it may lose value due to declining foreign currencies or adverse
political or economic events overseas.
. Equity investors should have a long-term investment horizon and be willing
to wait out bear markets.
Spectrum International
This fund is subject to the general stock and bond market risks noted
previously. Because it can only invest up to 35% of assets in foreign bond
funds, its performance will primarily be influenced by stock fund risks.
Funds that invest overseas generally carry more risk than funds that invest
strictly in U.S. assets. These risks include fluctuations in foreign exchange
rates that can significantly increase or decrease the dollar value of a
foreign investment, boosting or offsetting its local market return. For
example, weakening foreign currencies versus the U.S. dollar would typically
lower returns for U.S. investors. Investing in foreign markets may also
involve higher costs and lower liquidity. Acts of government interfering in
capital markets, such as capital or currency controls, nationalization of
companies or industries, expropriation of assets, or imposition of punitive
taxes would have an adverse effect on the fund.
To the extent that the fund has investments in emerging market countries,
primarily through the Emerging Markets Stock, Latin America, or New Asia
Funds, it will be more subject to abrupt and severe price declines. Many of
the economic and political structures of these countries do not compare
favorably with the U.S. in terms of wealth and stability, and their financial
markets lack liquidity. Therefore, investments in these countries are much
riskier than investments in mature markets.
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T. ROWE PRICE
As with any mutual fund, there can be no guarantee the funds will achieve
their objectives.
. Each fund's share price may decline, so when you sell your shares, you may
lose money.
How can I tell which fund is most appropriate for me?
Consider your investment goals, your time horizon for achieving them, and
your tolerance for risk.
If you would like a one-stop approach to broad diversification and can accept
the possibility of moderate share price declines in an effort to achieve
relatively high income, Spectrum Income Fund could be an appropriate part of
your overall investment strategy.
If you would like a one-stop approach to broad diversification and can accept
the possibility of share price declines in an effort to achieve long-term
capital appreciation and some current income, Spectrum Growth Fund could be
an appropriate part of your overall investment strategy.
If you would like a one-stop approach to broad international diversification
and can accept the possibility of significant share price declines in an
effort to achieve long-term capital appreciation, Spectrum International Fund
could be an appropriate part of your overall investment strategy.
The fund or funds you select should not represent your complete investment
program or be used for short-term trading purposes.
Each fund can be used in both regular and tax-deferred accounts, such as
IRAs.
How has each fund performed in the past?
The bar charts and the average annual total return table indicate risk by
illustrating how much returns can differ from one year to the next.Each
fund's past performance is no guarantee of its future returns.
The funds can also experience short-term performance swings, as shown by the
best and worst calendar quarter returns accompanying the following charts.
The returns are only for the years depicted in the charts.
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ABOUT THE FUNDS
<TABLE>
INPUT BAR CHARTS HERE
<CAPTION>
Calendar Year Total Returns
Fund 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <S>
Spectrum Income -- -- 19.64% 7.84% 12.36% -1.94% 19.41% 7.64% 12.18% 6.57%
Spectrum Growth -- -- 29.87 7.24 20.98 1.40 29.96 20.53 17.40 13.62
Spectrum -- -- -- -- -- -- -- -- 2.42 12.28
International
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</TABLE>
Spectrum Income Quarter ended Total return
Best quarter 3/31/1995 6.56%
Worst quarter 3/31/1994 -2.63%
Spectrum Growth Quarter ended Total return
Best quarter 12/31/199818.61%
Worst quarter 9/30/1990 -16.50%
Spectrum International Quarter ended Total return
Best quarter 12/31/199818.22%
Worst quarter 9/30/1998 -13.71%
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T. ROWE PRICE
<TABLE>
Table 2 Average Annual Total Returns
<CAPTION>
Periods ended December 31, 1998
Inception
1 year 5 years Since inception date
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<S> <C> <C> <C> <S> <S>
Spectrum Income Fund 6.57% 8.55% 9.96% 6/29/90
Salomon Smith Barney
Broad Investment-Grade 8.71 7.29 8.92
Index
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Spectrum Growth Fund 13.62 16.20 14.70 6/29/90
S&P 500 Stock Index 28.57 24.06 18.61
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Spectrum International
Fund 12.28 -- 7.24 12/31/96
Combined Index (90% MSCI
EAFE, 10% J.P. Morgan
Non-U.S.Dollar Government 20.40 -- 10.59
Bond Index)
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</TABLE>
These figures include changes in principal value, reinvested dividends, and
capital gain distributions, if any.
What fees or expenses will I pay?
The funds are 100% no load. There are no fees or charges to buy or sell fund
shares, reinvest dividends, or exchange into other T. Rowe Price funds. There
are no 12b-1 fees. While the funds themselves impose no fees or charges, they
will indirectly bear their pro-rata share of the expenses of the underlying
funds. The following table provides a range of average weighted expense
ratios for each fund. A range is given instead of a single number because the
pro-rata share of expenses fluctuates along with changes in the average
assets in each of the underlying funds.
<TABLE>
Table 3 Range of Average Weighted Expense Ratios as of
December 31, 1998
<CAPTION>
<S> <C> <C>
Spectrum Income Spectrum Growth Spectrum International
0.7 0.
1 7
% to 0. 9
89 % to 1.
0.66% to 0.84% % 31
%
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</TABLE>
Example. The following table gives you a rough idea of how expense ratios
may translate into dollars and helps you to compare the cost of investing in
these funds with that of other funds. Although your actual costs may be
higher or lower, the table below uses the midpoint of the above ranges to
show the expenses you would pay if operating expenses remain the same, you
invest $10,000, you earn a 5% annual return, and you hold the investment for
the following periods:
<TABLE>
<CAPTION>
Fund 1 year 3 years 5 years 10 years
<S> <C> <C> <C> <C>
Spectrum Income $ 77 $240 $417 $ 930
Spectrum Growth 82 255 444 990
Spectrum International 107 334 579 1,283
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</TABLE>
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ABOUT THE FUNDS
OTHER INFORMATION ABOUT THE FUNDS
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What are the funds' potential rewards?
The Spectrum Funds offer a professionally managed allocation of assets among
a broad range of underlying funds. Because they invest in a variety of
underlying funds, each Spectrum Fund's performance could benefit from
diversification.
The theory of diversification holds that investors can reduce their overall
risk by spreading assets among a variety of investments. Each type of
investment follows a cycle of its own and responds differently to changes in
the economy and the marketplace. A decline in one investment can be balanced
by returns in other investments that are stable or rising. Therefore, a major
benefit of the Spectrum Funds is the potential for attractive long-term
returns with reduced volatility.
For example, Spectrum Income Fund invests in funds holding high-quality
domestic and foreign bonds, high-yield bonds, short- and long-term
securities, and dividend-paying stocks.
Spectrum Growth Fund invests in funds holding domestic and foreign stocks,
small- and large-cap stocks, and growth and value stocks.
Spectrum International Fund invests in stock and, to a lesser degree, bond
funds, which, in turn, have holdings in many different foreign countries,
industrialized as well as emerging markets, and in both large and small
companies.
What are the characteristics of the underlying Price funds?
For details, please see Description of Underlying Funds in Section 3.
Is there other information I can review before making a decision?
Be sure to read Special Risks and Considerations, Description of Underlying
Funds, Investment Policies of the Spectrum Funds, and Investment Policies and
Practices of Underlying Funds in Section 3 for further discussion of the
funds' policies.
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ABOUT YOUR ACCOUNT
2
PRICING SHARES AND RECEIVING SALE PROCEEDS
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Here are some procedures you should know when investing in a T. Rowe Price
fund.
How and when shares are priced
The share price (also called "net asset value" or NAV per share) for the
funds is calculated at the close of the New York Stock Exchange, normally 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. Current market values are used to price fund shares.
. 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 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.
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
<PAGE>
ABOUT YOUR ACCOUNT
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 each fund's
best interests, your proceeds may not be sent for up to seven calendar days
after we receive your redemption request.
. If for some reason we cannot accept your request to sell shares, we will
contact you.
USEFUL INFORMATION ON DISTRIBUTIONS AND TAXES
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. 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
Spectrum Income Fund dividends
. The fund declares income dividends daily at 4 p.m. ET to shareholders of
record at that time provided payment has been received on the previous
business day.
. The fund pays dividends on the first business day of each month.
. Fund shares will earn dividends through the date of redemption; also, shares
redeemed on a Friday or prior to a holiday will continue to earn dividends
until the next business day. Generally, if you redeem all of your shares at
any time during the month, you will also receive all dividends earned through
the date of redemption in the same check. When you redeem only a portion of
your shares,
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T. ROWE PRICE
all dividends accrued on those shares will be reinvested, or paid in cash, on
the next dividend payment date.
. A portion of the fund's dividends may be eligible for the 70% deduction for
dividends received by corporations.
Spectrum Growth Fund 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.
Spectrum International Fund dividends
. The fund declares and pays dividends (if any) annually.
. The dividends of the fund will not be eligible for the 70% deduction for
dividends received by corporations, if, as expected, none of the fund's
income consists of dividends paid by U.S. corporations.
Capital gains (all funds)
. A capital gain or loss is the difference between the purchase and sale price
of a security.
. 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 most new accounts or those opened by
exchange in 1984 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."
<PAGE>
ABOUT YOUR ACCOUNT
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 not subject to current tax.
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 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 dividends, if any, that may be exempt from state income taxes.
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 and long-term gains on securities held more
than 12 months are taxed at a maximum rate of 20%. If you realized a loss on
the sale or exchange of fund shares that you held six months or less, your
short-term loss will be reclassified to a long-term loss to the extent of any
long-term capital gain distribution received during the period you held the
shares.
You will not be able to claim a credit or deduction for any foreign taxes
paid by the underlying funds.
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 cause a fund's dividend to be classified as a return of capital.
. 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 taxable distributions.
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T. ROWE PRICE
TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS
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. 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 each fund or transfer agent, and the fund
can redeem shares you own in this or another identically registered T. Rowe
Price fund as reimbursement. Each fund and its agents have the right to
reject or cancel any purchase, exchange, or redemption due to nonpayment.
U.S. dollars
All purchases must be paid for in U.S. dollars; checks must be drawn on U.S.
banks. The fund does not accept purchases made by credit card check.
Sale (Redemption) Conditions
Holds on immediate redemptions: 10-day hold
If you sell shares that you just purchased and paid for by check or ACH
transfer, the funds 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 boxes that state 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 or computer are
genuine; they 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. 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
<PAGE>
ABOUT YOUR ACCOUNT
$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.
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. To deter such activity, the fund has
adopted an 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.
. 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 nonmoney fund are
not exempt); and 2) systematic purchases or redemptions (see Information
About Your 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.
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 funds' 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
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T. ROWE PRICE
investor whose 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.)
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.
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MORE ABOUT THE FUNDS
3
ORGANIZATION AND MANAGEMENT
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How are the funds organized?
The T. Rowe Price Spectrum Fund, Inc. (Spectrum Fund) is a Maryland
corporation organized in 1987 and is registered with the Commission under the
1940 Act as a nondiversified, open-end investment company, commonly known as
a "mutual fund." Mutual funds pool money received from shareholders and
invest it to try to achieve specified objectives.
Currently, Spectrum Fund consists of three series, the Spectrum Income Fund,
the Spectrum Growth Fund, and the Spectrum International Fund (collectively
referred to as "the funds"), each of which represents a separate class of
shares and has different objectives and investment policies. The Spectrum
Income and Spectrum Growth Funds were established in 1990, and the Spectrum
International Fund was established in 1996.
. Shareholders benefit from T. Rowe Price's 62 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 a 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 funds are not required to hold annual meetings and, to avoid unnecessary
costs to fund shareholders, do not intend to do so except when certain
matters, such as a change in a fund's 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
instructions on voting by mail or telephone, or on the Internet.
<PAGE>
T. ROWE PRICE
Who runs the funds?
General Oversight
Spectrum Fund is governed by a Board of Directors that meets regularly to
review the funds' investments, performance, expenses, and other business
affairs. The Board elects the funds' officers. The policy of the funds is
that a majority of the Board members are independent of T. Rowe Price and
Price-Fleming and that none of the independent directors will be directors of
any underlying fund. In exercising their responsibilities, the Board, among
other things, will refer to the Special Servicing Agreements and policies and
guidelines included in the Exemptive Order ("Order") issued by the Securities
and Exchange Commission in connection with the operation of the funds. The
interested directors and the officers of Spectrum Fund and T. Rowe Price and
Price-Fleming also serve in similar positions with most of the underlying
funds. Thus, if the interests of a Spectrum Fund and the underlying funds
were ever to diverge, it is possible that a conflict of interest could arise
and affect how the interested directors and officers fulfill their fiduciary
duties to that fund and the underlying funds. The directors of Spectrum Fund
believe they have structured each fund to avoid these concerns. However,
conceivably, a situation could occur where proper action for a Spectrum Fund
could be adverse to the interests of an underlying fund, or the reverse. If
such a possibility arises, the directors and officers of the affected funds
and T. Rowe Price or Price-Fleming, as applicable, will carefully analyze the
situation and take all steps they believe reasonable to minimize and, where
possible, eliminate the potential conflict.
Portfolio Management: Spectrum Income and Spectrum Growth Funds
Spectrum Income and Spectrum Growth Funds have an Investment Advisory
Committee with the following members: Edmund M. Notzon, Chairman, Stephen W.
Boesel, John H. Laporte, William T. Reynolds, Brian C. Rogers, and M. David
Testa. The committee chairman has day-to-day responsibility for managing the
Spectrum Income and Spectrum Growth Funds and works with the committee in
developing and executing these funds' investment programs. Mr. Notzon has
been chairman of the committee since 1998. He has been managing investments
since joining T. Rowe Price in 1989.
Portfolio Management: Spectrum International Fund
Spectrum International has an Investment Advisory Committee with the
following members: John R. Ford, Chairman, M. David Testa, Martin G. Wade,
and David J. L. Warren. The committee chairman has day-to-day responsibility
for managing this fund and works with the committee in developing and
executing the fund's investment program. Mr. Ford has been chairman of the
committee since 1996. He joined Price-Fleming in 1982 and has been a
portfolio manager since 1984.
<PAGE>
MORE ABOUT THE FUNDS
Management of the Underlying Funds
T. Rowe Price serves as investment manager to all of the underlying domestic
funds. Price-Fleming serves as investment manager to all of the underlying
international funds. Each manager is responsible for selection and management
of the underlying funds' portfolio investments. T. Rowe Price serves as
investment manager to a variety of individual and institutional investors,
including limited partnerships and other mutual funds.
Price-Fleming was incorporated in Maryland in 1979 as a joint venture between
T. Rowe Price and Robert Fleming Holdings Limited (Flemings). Flemings is a
diversified investment organization which participates in a global network of
regional investment offices in New York, London, Zurich, Geneva, Tokyo, Hong
Kong, Manila, Kuala Lumpur, Seoul, Taipei, Bombay, Jakarta, Singapore,
Bangkok, and Johannesburg. Flemings was incorporated in 1974 in the United
Kingdom as successor to the business founded by Robert Fleming in 1873.
T. Rowe Price, Flemings, and Jardine Fleming Group Limited (Jardine Fleming)
are owners of Price-Fleming. The common stock of Price-Fleming is 50% owned
by a wholly owned subsidiary of T. Rowe Price, 25% by a subsidiary of
Flemings, and 25% by a subsidiary of Jardine Fleming. Jardine Fleming is
owned by Flemings. T. Rowe Price has the right to elect a majority of the
Board of Directors of Price-Fleming, and Flemings has the right to elect the
remaining directors, one of whom will be nominated by Jardine Fleming.
How are fund expenses determined?
Each Spectrum Fund will operate at a zero expense ratio. However, each fund
will incur its pro-rata share of the fees and expenses of the underlying
funds in which they invest. The payment of each fund's operational expenses
is subject to a Special Servicing Agreement (described below) as well as
certain undertakings made by T. Rowe Price and Price-Fleming under their
respective Investment Management Agreements with each Spectrum Fund. Fund
expenses include: shareholder servicing fees and expenses; custodian and
accounting fees and expenses; legal and auditing fees; expenses of preparing
and printing prospectuses and shareholder reports; registration fees and
expenses; proxy and annual meeting expenses, if any; and directors' fees and
expenses.
. Here is some information regarding the Special Servicing Agreements.
The Special Servicing Agreements provide that each underlying fund in which a
Spectrum Fund invests will bear a proportionate share of the expenses of that
Spectrum Fund if, and to the extent that, the underlying fund's savings from
the operation of Spectrum Fund exceed these expenses.
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 servic-
<PAGE>
T. ROWE PRICE
ing 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.
Under the Investment Management Agreements with the Spectrum Fund, and the
Special Servicing Agreements, T. Rowe Price has agreed to bear any expenses
of the Spectrum Growth and Spectrum Income Funds and Price-Fleming has agreed
to bear any expenses of the Spectrum International Fund which exceed the
estimated savings to each of the underlying funds. Thus, the Spectrum Funds
will operate at a zero expense ratio. Of course, shareholders of the Spectrum
Funds will still indirectly bear their fair and proportionate share of the
cost of operating the underlying funds owned by each Spectrum Fund.
The Management Fee
T. Rowe Price is the investment manager for the Spectrum Income Fund and the
Spectrum Growth Fund, and Price-Fleming is investment manager for the
Spectrum International Fund. Neither will be paid a management fee for
performing such services. However, T. Rowe Price and Price-Fleming receive
management fees from managing the underlying funds. See the underlying funds'
Statements of Additional Information for specific fees.
T. Rowe Price will determine how Spectrum Income Fund's and Spectrum Growth
Fund's assets are invested and Price-Fleming will determine how the Spectrum
International Fund's assets will be invested consistent with the investment
objectives and policies of each fund described in this prospectus and
procedures and guidelines established by the Board of Directors for the
Spectrum Fund. The Directors for Spectrum Fund will periodically monitor the
allocations and the basis upon which such allocations were made or
maintained.
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 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.
<PAGE>
MORE ABOUT THE FUNDS
Advertisements for a fund may include cumulative or average annual total
return figures, which may be compared with various indices, other performance
measures, or other mutual funds.
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.
Yield (Spectrum Income Fund)
The current or "dividend" yield on a fund or any investment tells you the
relationship between the investment's current level of annual income and its
price on a particular day. The dividend yield reflects the actual income paid
to shareholders for a given period, annualized, and divided by the price at
the end of the given period. For example, a fund providing $5 of annual
income per share and a price of $50 has a current yield of 10%. Yields can be
calculated for any time period.
The advertised or Securities and Exchange Commission (SEC) yield is found by
determining the net income per share (as defined by the SEC) earned by a fund
during a 30-day base period and dividing this amount by the per share price
on the last day of the base period. The SEC yield may differ from the
dividend yield.
<PAGE>
T. ROWE PRICE
SPECIAL RISKS AND CONSIDERATIONS
----------------------------------------------------------
Prospective investors should consider the following factors:
. The investments of each Spectrum Fund are concentrated in the underlying
funds, so each fund's investment performance is directly related to the
investment performance of these underlying funds.
. As an operating policy, the Spectrum Income and Spectrum Growth Funds will
not redeem more than 1% of any underlying fund's assets during any period of
less than 15 days, except when necessary to meet the fund's shareholder
redemption requests. As a result, the funds may not be able to reallocate
assets among the underlying funds as efficiently and rapidly as would be the
case in the absence of this constraint. This limitation does not apply to
Spectrum International Fund.
. Further information on these investment policies and practices can be found
under Investment Policies of the Underlying Funds and in the Statement of
Additional Information, as well as in the prospectuses of each of the
underlying funds.
. For Spectrum International Fund, each underlying fund's portfolio securities
usually are valued on the basis of the most recent closing market prices at 4
p.m. ET when each fund calculates its NAV. Most of the securities in which
the underlying funds invest, however, are traded in markets that close before
that time. For securities primarily traded in the Far East, for example, the
most recent closing prices may be as much as 15 hours old at 4 p.m. Normally,
developments that could affect the values of portfolio securities that occur
between the close of the foreign market and 4 p.m. ET will not be reflected
in the funds' NAVs. However, if a fund determines that such developments are
so significant that they will clearly and materially affect the value of the
fund's securities, the fund may adjust the previous closing prices to reflect
fair value or use the next available opening market prices to value its
portfolio securities.
. The officers, interested directors, and investment managers of Spectrum
Funds presently serve as officers, interested directors, and investment
managers of the underlying funds. Therefore, conflicts may arise as these
persons fulfill their fiduciary responsibilities to the Spectrum Funds and
the underlying funds.
<PAGE>
MORE ABOUT THE FUNDS
DESCRIPTION OF UNDERLYING FUNDS
----------------------------------------------------------
Table 4 gives a brief description of the principal investment programs of the
underlying funds. Additional investment practices are described under Special
Risks and Considerations, in the Statement of Additional Information, and in
the prospectuses for each of the underlying funds.
. For more information about an underlying fund, call: 1-800-638-5660
The major characteristics of the underlying T. Rowe Price funds are as
follows:
<TABLE>
Table 4 Description of Underlying Funds
<CAPTION>
<S> <C> <C>
Fixed Income Funds Objective/Program
Summit Cash Reserves Preservation of capital and liquidity and, consistent with these, the highest possible
current income.
Invests
in high-quality, U.S. dollar-denominated money market
securities of U.S. and foreign issuers
.
Managed to provide stable share price of $1.00.
----------------------------------------------------------------------------------------------
Short-Term Bond High
level of
i
ncome
consistent with minimal fluctuation in principal value and
liquidity.
Normally invests at least 65%
of
total
assets in short-term bonds, primarily
short- and intermediate-term
investment-grade
corporate, government, and
mortgage
-backed
securities. Securities purchased will be rated within the four
highest credit categories.The fund's
average effective maturity will not exceed three
years.
----------------------------------------------------------------------------------------------
GNMA High
current
income consistent with maximum credit protection and moderate share
price fluctuation
by
i
nvest
ing
exclusively in securities backed by the full faith and
credit of the U.S. government and instruments
linked to
these securities (this
guarantee does not apply to the fund's share price, which will fluctuate)
.
----------------------------------------------------------------------------------------------
New Income High
est level of
income
consistent with preservation of capital over time by investing
primarily in marketable debt securities
. Invests at least 80% of total assets in
income-
producing securities
,
including
U.S. government
and agency obligations, mortgage-
and asset-
backed securities,
corporate
bonds, foreign securities, collateralized
mortgage obligations (CMOs), and others, including, on occasion, equity
securities.
Weighted
a
verage maturity expected to be between 4 and 15 years.
----------------------------------------------------------------------------------------------
U.S. Treasury Long-Term HIgh
est
level of income
consistent with maximum credit protection. Invests at least
85% of its total assets in
U.S. Treasur
y securities, which are backed by the full faith
and credit of the federal government
, and other investments involving these
securities
.
----------------------------------------------------------------------------------------------
High Yield High
current
income and
, secondarily,
capital appreciation
.
Invests at least 80% of
total assets in diversified portfolio of
"junk"
bonds
, income-producing convertible
securities, and preferred stocks
.
Dollar-weighted
a
verage maturity expected to be in
the 8- to 12-year range.
-----------------------------------------------------------------------------------------------------------------------------
Equity Funds Objective/Program
Equity Income Substantial dividend income and capital appreciation through investments primarily
in the common stocks of established companies paying above-average
dividends.
----------------------------------------------------------------------------------------------
Growth & Income Capital appreciation and reasonable dividend income through investments in growth
stocks. Invests principally in large-cap U.S.-based companies.
----------------------------------------------------------------------------------------------
Growth Stock Capital appreciation and increasing
dividend
income through investments in growth
stocks. Invests principally in large-cap U.S.-based companies.
----------------------------------------------------------------------------------------------
New Era Capital appreciation
primarily
through investments in
U.S. and foreign
natural
resource stocks whose earnings are expected to grow faster than inflation.
----------------------------------------------------------------------------------------------
Blue Chip Growth Capital appreciation through investments in the common stocks of large and medium-
sized blue chip companies with potential for above-average earnings growth.
Current
income is a secondary objective.
----------------------------------------------------------------------------------------------
Mid-Cap Value Capital appreciation through investments in mid
-
size companies whose stocks
appear undervalued.
----------------------------------------------------------------------------------------------
New Horizons Aggressive capital appreciation through investments in small-company stocks.
Invests primarily in emerging growth companies, early in their corporate life cycles.
International Funds Objective/Program
International Bond High income and capital appreciation through investments primarily in high-quality
foreign bonds. May invest up to 20% of assets in below-investment-grade
,
high-risk
bonds, including bonds in default or those with the lowest rating. The fund has no
maturity restrictions on the overall portfolio or on individual securities, but expects to
maintain an intermediate to long weighted average maturity.
The fund is normally
heavily exposed to fluctuations in foreign currencies.
----------------------------------------------------------------------------------------------
International Stock Capital appreciation through investments
primarily
in stocks of established foreign
companies.
----------------------------------------------------------------------------------------------
International Discovery Capital appreciation through investments in small and medium-sized non-U.S.
companies.
----------------------------------------------------------------------------------------------
European Stock Capital appreciation through investments primarily in companies
located
in Europe.
----------------------------------------------------------------------------------------------
Japan Capital appreciation through investments in companies operating in Japan.
----------------------------------------------------------------------------------------------
New Asia Capital appreciation through investments in companies operating in Asia,
excluding Japan.
----------------------------------------------------------------------------------------------
Emerging Markets Stock Capital appreciation through investments in companies in emerging markets.
----------------------------------------------------------------------------------------------
Latin America Capital appreciation through investments primarily in companies located in Latin
America.
----------------------------------------------------------------------------------------------
Emerging Markets Bond High current income and capital appreciation through investments primarily in high-
yielding and high-risk government and corporate debt securities of less-
developed countries.
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
T. ROWE PRICE
INVESTMENT POLICIES OF THE SPECTRUM FUNDS
----------------------------------------------------------
Each Spectrum Fund's investment policies and practices are subject to further
restrictions and risks which are described in the Statement of Additional
Information. The funds will not make a material change in their investment
objectives or their fundamental policies without obtaining shareholder
approval. Shareholders will be notified of any material change in such
investment programs.
<PAGE>
MORE ABOUT THE FUNDS
Reserve Position
While the Spectrum Income Fund will remain primarily invested in bonds, the
Spectrum Growth Fund in stocks, and the Spectrum International Fund in
international stocks, each fund can hold a certain portion of its assets in
U.S. and foreign dollar-denominated money market securities, including
repurchase agreements in the two highest rating categories, maturing in one
year or less. For temporary, defensive purposes, a fund may invest without
limitation in such securities. Each fund may invest its cash reserves in the
Summit Cash Reserves Fund. A reserve position provides flexibility in meeting
redemptions, expenses, and the timing of new investments, and serves as a
short-term defense during periods of unusual volatility.
Diversification
Spectrum Fund is a "nondiversified" investment company for purposes of the
1940 Act because it invests in the securities of a limited number of mutual
funds. However, the underlying funds themselves are diversified investment
companies (with the exception of the T. Rowe Price International Bond Fund,
Emerging Markets Bond Fund, and Latin America Fund). Spectrum Fund intends to
qualify as a diversified investment company for the purposes of Subchapter M
of the Internal Revenue Code.
Fundamental investment policies As a matter of fundamental policy, each
Spectrum Fund will not: (i) invest more than 25% of its respective total
assets in any one industry, except for investment companies which are members
of the T. Rowe Price family of funds; (ii) borrow money, except temporarily,
to facilitate redemption requests in amounts not exceeding 30% of each fund's
total assets valued at market; (iii) in any manner transfer as collateral for
indebtedness any securities owned by each fund except in connection with
permissible borrowings, which in no event will exceed 30% of each fund's
total assets valued at market. The funds may borrow money from other T. Rowe
Price funds.
Operating policies Each Spectrum Fund cannot (i) change the selection of the
underlying funds in which they can invest; or (ii) change the percentage
ranges which may be allocated to the underlying funds unless authorized to do
so by the Board of Directors. Shareholders will be informed of any such
changes.
Other Investment Restrictions
As a matter of operating policy, each Spectrum Fund will not, among other
things: (i) purchase additional securities when money borrowed exceeds 5% of
the fund's total assets; (ii) invest more than 10% of its net assets in
illiquid securities; or (iii) redeem securities from any underlying fund at a
rate in excess of 1% of the underlying fund's assets in any period of less
than 15 days, except where necessary to meet shareholder redemption requests.
This last limitation does not apply to Spectrum International Fund.
<PAGE>
T. ROWE PRICE
Portfolio Turnover
Each Spectrum Fund's portfolio turnover is expected to be low. The Spectrum
Funds will purchase or sell securities to: (i) accommodate purchases and
sales of each fund's shares; and (ii) maintain or modify the allocation of
each fund's assets among the underlying funds within the percentage limits
described earlier. A high turnover rate may increase transaction costs and
result in higher capital gain distributions by the fund. The Spectrum Income
Fund's and Spectrum Growth Fund's portfolio turnover rates for the previous
three fiscal periods, and Spectrum International Fund's portfolio turnover
rates for the previous two fiscal periods, are shown in Table 5.
<TABLE>
Table 5 Portfolio Turnover Rates
<CAPTION>
<S> <C> <C> <C>
Fund 1998 1997 1996
Spectrum Income 12.8% 14.1% 17.6%
Spectrum Growth 17.9 20.4 2.9
Spectrum International 31.7 20.0 a/
----------------------------------------------------------------
</TABLE>
/a/ Prior to the commencement of operations.
INVESTMENT POLICIES AND PRACTICES OF UNDERLYING FUNDS
----------------------------------------------------------
In pursuing their investment objectives and programs, each of the underlying
funds is permitted to engage in a wide range of investment practices. Further
information about the underlying funds is contained in the Statement of
Additional Information as well as in the prospectuses of such funds. Because
each fund invests in the underlying funds, shareholders of each fund will be
affected by these investment practices in direct proportion to the amount of
assets each fund allocates to the underlying funds pursuing such practices.
Year 2000 Processing Issue
Many computer programs 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 and Price-Fleming have implemented steps intended to assure
that 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 our operations.
<PAGE>
MORE ABOUT THE FUNDS
Companies, organizations, governmental entities, and markets in which the T.
Rowe Price funds invest will be affected by the Year 2000 issue, but at this
time the funds cannot predict the degree of impact. For funds that invest in
foreign markets, especially emerging markets, it is possible foreign
companies and markets will not be as prepared for Year 2000 as domestic
companies and markets. To the extent the effect of Year 2000 is negative, a
fund's returns could be reduced.
FINANCIAL HIGHLIGHTS
----------------------------------------------------------
Table 6, which provides information about each fund's financial history, is
based on a single share outstanding throughout each fiscal year. Each fund's
section of 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 total
returns in the table represent the rate that an investor would have earned or
lost on an investment in each fund (assuming reinvestment of all dividends
and distributions). The financial statements in the annual report were
audited by the funds' independent accountants, PricewaterhouseCoopers LLP.
<PAGE>
T. ROWE PRICE
<TABLE>
Table 6 Financial Highlights
<CAPTION>
Year ended December 31
Spectrum Income Fund 1994 1995 1996 1997 1998
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $ 11.11 $ 10.11 $ 11.24 $ 11.20 $ 11.66
Income From Investment Activities
Net investment income 0.69 0.72 0.71 0.71 0.72
Net gains or losses on securities
(both realized and unrealized) (0.90) 1.16 0.11 0.61 0.02
Total from investment operations (0.21) 1.88 0.82 1.32 0.74
Less Distributions
Dividends
(from net investment income) (0.69) (0.72) (0.71) (0.71) (0.72)
Distributions
(from capital gains) (0.10) (0.03) (0.15) (0.15) (0.18)
Returns of capital -- -- -- -- --
Total distributions (0.79) (0.75) (0.86) (0.86) (0.90)
Net asset value,
end of period $ 10.11 $ 11.24 $ 11.20 $ 11.66 $ 11.50
Total return (1.94)% 19.41% 7.64% 12.18% 6.57%
Ratios/Supplemental Data
Net assets, end of period
(in thousands) $624,940 $986,701 $1,355,970 $2,022,227 $2,574,053
Ratio of expenses to average net
assets 0.00% 0.00% 0.00% 0.00% 0.00%/a/
Ratio of net income to average net
assets 6.48% 6.43% 6.46% 6.21% 6.22%
Portfolio turnover rate 23.1% 20.2% 17.6% 14.1% 12.8%
----------------------------------------------------------------------------------------------------
</TABLE>
/a/The annualized weighted average expense ratio of the underlying funds was
0.76% for the year ended December 31, 1998.
<PAGE>
MORE ABOUT THE FUNDS
<TABLE>
Table 6 Financial Highlights (continued)
<CAPTION>
Year ended December 31
Spectrum Growth Fund 1994 1995 1996 1997 1998
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $ 11.87 $ 11.13 $ 13.49 $ 15.13 $ 15.93
Income From Investment Operations
Net investment income 0.17 0.21 0.20 0.20 0.19
Net gains or losses on securities
(both realized and unrealized) (0.01) 3.12 2.57 2.40 1.88
Total from investment operations 0.16 3.33 2.77 2.60 2.07
Less Distributions
Dividends
(from net investment income) (0.17) (0.21) (0.20) (0.20) (0.18)
Distributions
(from capital gains) (0.73) (0.76) (0.93) (1.60) (1.37)
Returns of capital -- -- -- -- --
Total distributions (0.90) (0.97) (1.13) (1.80) (1.55)
Net asset value,
end of period $ 11.13 $ 13.49 $ 15.13 $ 15.93 $ 16.45
Total return 1.40% 29.96% 20.53% 17.40% 13.62%
Ratios/Supplemental Data
Net assets, end of period
(in thousands) $879,366 $1,358,344 $2,104,094 $2,605,265 $2,768,241
Ratio of expenses to average net
assets 0.00% 0.00% 0.00% 0.00% 0.00%/a/
Ratio of net income to average net
assets 1.60% 1.81% 1.58% 1.26% 1.09%
Portfolio turnover rate 20.7% 7.4% 2.9% 20.4% 17.9%
-----------------------------------------------------------------------------------------------------
</TABLE>
/a/The annualized weighted average expense ratio of the underlying funds was
0.83% for the year ended December 31, 1998.
<PAGE>
T. ROWE PRICE
<TABLE>
Table 6 Financial Highlights (continued)
<CAPTION>
Year ended December 31
Spectrum International Fund ----- 1997 1998
------------------------------------------ -------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $ 10.00 $ 9.74
Income From Investment Operations
Net investment income 0.15 0.21
Net gains or losses on securities
(both realized and unrealized) 0.09/a/ 0.97
Total from investment operations 0.24 1.18
Less Distributions
Dividends (from net investment
income) (0.15) (0.21)
Distributions
(from capital gains) (0.35) (0.15)
Returns of capital -- --
Total distributions (0.50) (0.36)
Net asset value,
end of period $ 9.74 $ 10.56
Total return 2.42% 12.28%
Ratios/Supplemental Data
Net assets, end of period
(in thousands) $51,050 $54,752
Ratio of expenses to average net
assets 0.00% 0.00%/b/
Ratio of net income to average net
assets 2.23% 1.94%
Portfolio turnover rate 20.0% 31.7%
------------------------------------------------------------------------------
</TABLE>
/a/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 fund shares in
relation to fluctuating market values for the investment portfolio.
/b/The annualized weighted average expense ratio of the underlying funds was
0.99% for the year ended December 31, 1998.
<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
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
Mail via United States Postal Service
T. Rowe Price Account Services P.O. Box 17300 Baltimore, MD 21297-1300
Mail via private carriers/overnight services
T. Rowe Price Account Services 10090 Red Run Blvd. Owings Mills, MD 21117-4842
By Wire
Call Investor Services for an account number and give the following wire
information to your bank:
Receiving Bank: PNC Bank, N.A. (Pittsburgh) Receiving Bank ABA#: 043000096
Beneficiary: T. Rowe Price [fund name] Beneficiary Account: 1004397951
Originator to Beneficiary Information (OBI): 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 plan accounts and
IRAs cannot be opened by wire.
By Exchange
Call Shareholder Services or use Tele*Access or your personal computer (see
Automated Services under Information About Your 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 back cover and
obtain a receipt.
<PAGE>
INVESTING WITH T. ROWE PRICE
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 listed 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.
Mail via United States Postal Service
T. Rowe Price Funds Account Services P.O. Box 17300 Baltimore, MD 21297-1300
/(For //mail via private carriers and overnight services//, 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
----------------------------------------------------------
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.)
<PAGE>
T. ROWE PRICE
Redemptions
Redemption proceeds can be mailed to your account address, sent by ACH transfer
to your bank, or wired to your bank (provided your bank information is already
on file). For charges, see Electronic Transfers - By Wire under Information
About Your Services.
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.
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.
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. 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). Please use the appropriate address below:
Mail via United States Postal Service
For nonretirement and IRA accounts
T. Rowe Price Account Services P.O. Box 17302 Baltimore, MD 21297-1302
For employer-sponsored retirement accounts
T. Rowe Price Trust Company P.O. Box 17479 Baltimore, MD 21297-1479
/(For// //mail via private carriers and overnight services//, see the
//addresses / /listed in the //Opening a New Account section.)/
Redemptions from employer-sponsored retirement accounts must be in writing;
please call T. Rowe Price Trust Company or your plan administrator for
<PAGE>
INVESTING WITH T. ROWE PRICE
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.
RIGHTS RESERVED BY THE FUNDS
----------------------------------------------------------
Each fund and its agents reserve the following rights: (1) to waive or lower
investment minimums; (2) to accept initial purchases by telephone or mailgram;
(3) to refuse any purchase or exchange order; (4) to cancel or rescind any
purchase or exchange order (including, but not limited to, orders deemed to
result in excessive trading, market timing, fraud, or 5% ownership) 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; (5)
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; (6) to otherwise modify
the conditions of purchase and any services at any time; or (7) to act on
instructions believed to be genuine. These actions will be taken when, in the
sole discretion of management, they are deemed to be in the best interest of the
fund.
In an effort to protect each fund from the possible adverse effects of a
substantial redemption in a large account, as a matter of general policy, no
shareholder or group of shareholders controlled by the same person or group of
persons will knowingly be permitted to purchase in excess of 5% of the
outstanding shares of the fund, except upon approval of the fund's management.
<PAGE>
T. ROWE PRICE
INFORMATION ABOUT YOUR SERVICES
----------------------------------------------------------
Shareholder Services 1-800-225-5132 Investor Services 1-800-638-5660
Many services are available to you as a T. Rowe Price shareholder; some you
receive automatically, and others you must authorize or request 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 discusses some of the services currently offered. Our
Services Guide, which we mail 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 Services. For information on all other retirement plans,
including our no-load variable annuity, please call our Trust Company at
1-800-492-7670.
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 in this section).
Web Address www.troweprice.com
After obtaining proper authorization, account transactions may also be conducted
through our Web site on the Internet. If you subscribe to America Online/(R)/,
you can access our Web site via keyword "T. Rowe Price" and conduct transactions
in your account.
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.
<PAGE>
INVESTING WITH T. ROWE PRICE
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 back 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.
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.
<PAGE>
T. ROWE PRICE
T. ROWE PRICE BROKERAGE
----------------------------------------------------------
To open an account 1-800-638-5660 For existing brokerage investors
1-800-225-7720
This service gives you the opportunity to consolidate all of your investments
with one company. Investments available through our brokerage service include
stocks, options, bonds, and others 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 orders, 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 Tele-Trader save you an additional
10% on commissions. You will save 20% on commissions for stock trades and 10% on
option trades when you use Internet-Trader. All trades are subject to a $35
minimum commission except stock 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 and S&P
Market Month newsletter, as well as access to on-line research tools can help
you better evaluate economic trends and investment opportunities.
Dividend Reinvestment Service
Virtually all stocks held in customer accounts are eligible for this free
service. If you elect to participate in this service, the cash dividends from
your eligible securities will automatically be reinvested in additional shares
of the same securities free of charge. Dividend payments must be $10.00 or
greater to qualify for reinvestment. Most securities listed on national
securities exchanges or on Nasdaq are eligible for this service.
/T. Rowe Price// Brokerage is a division of T. Rowe Price Investment /
/Services, Inc., Member NASD/SIPC./
<PAGE>
INVESTING WITH T. ROWE PRICE
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. Most of this information is also
available on our Web site at www.troweprice.com.
Shareholder Reports
Fund managers' reviews of their strategies and performance. 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, Managing Your Retirement Distribution,
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
informative reports.
For Mutual Fund or T. Rowe Price Brokerage Information
Investor Services
1-800-638-5660
For Existing Accounts
Shareholder Services
1-800-225-5132
For Yields, Prices, Account Information, or to Conduct Transactions
Tele*Access/(R)/
24 hours, 7 days 1-800-638-2587
Internet Address
www.troweprice.com
Plan Account Line
For retirement plan investors 1-800-401-3279
Walk-in
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
4200 West Cypress St. 10th Floor Tampa, FL 33607
Headquarters
100 East Pratt St. Baltimore, MD 21202
A Statement of Additional Information about the fund has been filed with the
Securities and Exchange Commission and is incorporated by reference into this
prospectus. Further information about the fund's investments, including a review
of market conditions and the manager's recent strategies and their impact on
performance, is available in the annual and semiannual shareholder reports. To
obtain free copies of any of these documents, or for shareholder inquiries, call
1-800-638-5660.
Fund reports and Statements of Additional Information are also available from
the Securities and Exchange Commission by calling 1-800-SEC-0330 or by writing
the SEC's Public Reference Section, Washington, D.C. 20549-6009 (you will be
charged a duplicating fee); by visiting the SEC's public reference room; or by
consulting the SEC's Web site at www.sec.gov.
1940 Act File No. 811-4998
LOGO
C08-040 5/1/99
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
The date of this Statement of Additional Information is May 1, 1999.
T. ROWE PRICE SPECTRUM FUND, INC. ("Spectrum Fund")
Spectrum Growth Fund ("Growth Fund")
Spectrum Income Fund ("Income Fund")
Spectrum International Fund ("International Fund")
______________________________________________________________________________
Mailing Address:
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
1-800-638-5660
This Statement of Additional Information is not a prospectus but should be
read in conjunction with the appropriate Fund prospectus dated May 1, 1999,
which may be obtained from T. Rowe Price Investment Services, Inc.
("Investment Services").
Each Fund's financial statements for the year ended December 31, 1998, and
the report of independent accountants are included in each Fund's Annual
Report and 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. A
prospectus with more complete information, including management fees and
expenses, will be sent to you. Please read it carefully.
C08-043 5/1/99
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
Page Page
---- ----
<S> <C> <C> <C> <C>
Capital Stock 28 Investment Restrictions 16
- ------------------------------ -----------------------------------------------
Code of Ethics 24 Legal Counsel 30
- ------------------------------ -----------------------------------------------
Custodian Management of
24 the 18
Funds
- ------------------------------ -----------------------------------------------
Distributor for the 23 Net Asset Value Per Share 25
Funds
- ------------------------------ -----------------------------------------------
Dividends and 25 Pricing of Securities 25
Distributions
- ------------------------------ -----------------------------------------------
Federal Registration 29 Principal Holders of Securities 20
of Shares
- ------------------------------ -----------------------------------------------
Independent S
Accountants harehol
30 der Services 24
by Outside Parties
- ------------------------------ -----------------------------------------------
Investment Management 20 Special Considerations 15
Services
- ------------------------------ -----------------------------------------------
Investment Objectives 2 Tax Status 26
and Policies
- ------------------------------ -----------------------------------------------
Investment Performance 27 Yield Information 26
- ------------------------------ -----------------------------------------------
</TABLE>
INVESTMENT OBJECTIVES AND POLICIES
-------------------------------------------------------------------------------
The following information supplements the discussion of each Fund's
investment objectives and policies discussed in the Funds' prospectus.
The Funds will not make a material change in their investment objectives
without obtaining shareholder approval. 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")
Rowe Price-Fleming International, Inc. ("Price-Fleming")
Throughout this Statement of Additional Information, "the Fund" is intended
to refer to each Fund listed on the cover page, unless otherwise indicated.
Spectrum Fund
The proliferation of mutual funds has left many investors in search of a
means of diversifying among a number of mutual funds while obtaining
professional management in determining which Funds to select, how much of
their assets to commit to each Fund, and when to make the selections. In
response to this need, the Spectrum Fund has been created as a means of
providing a simple and effective means of structuring a comprehensive mutual
fund investment program. By selecting the Spectrum Growth Fund, Spectrum
Income Fund or Spectrum International Fund, or a combination of any of these,
investors may choose the investment objective appropriate for their long-term
investment goals. The Spectrum Funds will attempt to achieve these goals by
diversification in a selected group of other T. Rowe Price Funds. Although
the Spectrum Funds are
<PAGE>
not asset allocation or market timing funds, each, over time, will adjust the
amount of its assets invested in the various other T. Rowe Price Funds as
economic, market and financial conditions warrant.
Described below are the underlying T. Rowe Price Funds in which the Spectrum
Funds can invest.
Income Funds
T. Rowe Price Short-Term Bond Fund, Inc.
The Fund seeks a high level of income consistent with minimal fluctuation in
principal value and liquidity.
The Fund will invest in a diversified portfolio of short- and
intermediate-term corporate, government, and mortgage-backed securities. The
Fund may also invest in other types of securities such as bank obligations,
collateralized mortgage obligations (CMOs), foreign securities, hybrids, and
futures and options. Under normal circumstances, at least 65% of total assets
will be invested in short-term bonds. The Fund's dollar-weighted average
effective maturity will not exceed three years, and the Fund will not
purchase any security whose effective maturity, average life, or tender date,
measured from the date of settlement, exceeds seven years.
Securities purchased by the Fund must be rated within the four highest credit
categories (AAA, AA, A, BBB) by a national rating agency (or, if unrated, the
T. Rowe Price equivalent). The investment-grade designation includes a range
of securities from the highest rated to medium quality. Securities in the BBB
category may be more susceptible to adverse economic conditions or changing
circumstances and securities at the lower end of the BBB category have
certain speculative characteristics.
T. Rowe Price GNMA Fund
The Fund seeks high current income consistent with maximum credit protection
and moderate price fluctuation by investing exclusively in securities backed
by the full faith and credit of the U.S. government and instruments linked to
these securities.
We will invest primarily in mortgage-backed securities issued by the
Government National Mortgage Association (GNMA), an agency of the Department
of Housing and Urban Development. These securities represent "pools" of
mortgage loans that are either guaranteed by the Federal Housing
Administration or the Veterans Administration. Mortgage lenders pool
individual home mortgages to back a certificate or bond, which is then sold
to investors. Interest and principal payments from the underlying mortgages
are passed through to investors.
GNMA guarantees the timely payment of interest and principal on its
securities, a guarantee backed by the U.S. Treasury. GNMAs generally offer
higher yields than Treasuries of similar maturity, for reasons explained in
the next section.The GNMA guarantee does not apply to the price of GNMA
securities or the Fund's share price, both of which will fluctuate with
market conditions.
We can also buy bills, notes, and bonds issued by the U.S. Treasury, and
other instruments, including: related futures contracts; other agency
securities backed by the full faith and credit of the U.S. government; shares
of a T. Rowe Price Treasury money fund; and GNMA-related securities such as
collateralized mortgage obligations (CMOs) and "strips," which receive only
the interest or principal portion of the underlying mortgage payments. We may
also purchase new mortgage bonds in the forward market.
In selecting securities, fund managers may weigh the characteristics of
various types of mortgage securities and examine yield relationships in the
context of their outlook for interest rates and the economy. For example, if
rates are expected to fall, mortgage securities expected to have
below-average prepayment rates may be purchased and assets may also be
allocated to Treasury notes or bonds, which could appreciate in that
environment.
. Mortgage-Backed Securities Mortgage-backed securities are securities
representing an interest in a pool of mortgages. Mortgage lenders pool
individual home mortgages to back a certificate or bond, which is then sold
to investors. The mortgages may be of a variety of types, including
adjustable rate, conventional 30-year and 15-year fixed rate and graduated
payment. Principal and interest payments generated by the underlying
<PAGE>
mortgages are passed through to the investors. 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.
T. Rowe Price New Income Fund, Inc.
The Fund seeks the highest level of income consistent with the preservation
of capital over time by investing primarily in marketable debt securities.
We will invest at least 80% of the Fund's total assets in income-producing
securities, including U.S. government and agency obligations, mortgage- and
asset-backed securities, corporate bonds, foreign securities, collateralized
mortgage obligations (CMOs), and others, including, on occasion, equities.
All securities purchased by the Fund must be rated investment grade (AAA, AA,
A, or BBB) by at least one major credit rating agency or, if unrated, must
have a T. Rowe Price equivalent. Up to 15% of total assets may be invested in
"split-rated securities," or those rated investment grade by at least one
rating agency, but below investment grade by others. However, none of the
Fund's remaining assets can be invested in bonds rated below investment grade
by Standard & Poor's, Moody's, or Fitch IBCA, Inc. Securities in the BBB
category, the lowest investment-grade credit rating, may have some
speculative characteristics.
U.S. Treasury Long-Term Fund
The Fund's investment objective is the highest level of current income
consistent with maximum credit protection. It will invest at least 85% of
total assets in U.S. Treasury securities and investments involving these
securities. The remaining assets will be invested in other securities backed
by the full faith and credit of the U.S. government and investments involving
these securities. The Fund's dollar-weighted average maturity is expected to
vary between 15 and 20 years, but may range from 10 to 30 years.
T. Rowe Price High Yield Fund, Inc.
The Fund seeks high current income and, secondarily, capital appreciation.
Under normal conditions, the Fund expects to invest at least 80% of its total
assets in a widely diversified portfolio of high-yield bonds (so-called
"junk" bonds) and income-producing convertible securities and preferred
stocks. The Fund may also invest in a variety of other securities, including
foreign securities, pay-in-kind bonds, private placements, bank loans, hybrid
instruments, futures and options.
The Fund's longer dollar-weighted average maturity (expected to be in the
eight- to 12-year range) makes its price more sensitive to broad changes in
interest rate movements than shorter-term bond funds. However, as explained
earlier, interest rates are not the only, or necessarily the dominant,
influence on the Fund's price.
Special Risks of Investing in Junk Bonds The following special considerations
are additional risk factors associated with the Fund's investments in
lower-rated debt securities.
. Youth and Growth of the Lower-Rated Debt Securities Market The market for
lower-rated debt securities is relatively new and its growth has paralleled a
long economic expansion. Past experience may not, therefore, provide an
accurate indication of future performance of this market, particularly during
periods of economic recession. An economic downturn or increase in interest
rates is likely to have a greater negative effect on this market, the value
of lower-rated debt securities in the Fund's portfolio, the Fund's net asset
value and the ability of the bonds' issuers to repay principal and interest,
meet projected business goals and obtain additional financing than on
higher-rated securities. These circumstances also may result in a higher
incidence of defaults than with respect to higher-rated securities. An
investment in this Fund is more speculative than investment in shares of a
fund which invests only in higher-rated debt securities.
<PAGE>
. Sensitivity to Interest Rate and Economic Changes Prices of lower-rated debt
securities may be more sensitive to adverse economic changes or corporate
developments than higher-rated investments. Debt securities with longer
maturities, which may have higher yields, may increase or decrease in value
more than debt securities with shorter maturities. Market prices of
lower-rated debt securities structured as zero coupon or pay-in-kind
securities are affected to a greater extent by interest rate changes and may
be more volatile than securities which pay interest periodically and in cash.
Where it deems it appropriate and in the best interests of Fund shareholders,
the Fund may incur additional expenses to seek recovery on a debt security on
which the issuer has defaulted and to pursue litigation to protect the
interests of security holders of its portfolio companies.
. Liquidity and Valuation Because the market for lower-rated securities may be
thinner and less active than for higher-rated securities, there may be market
price volatility for these securities and limited liquidity in the resale
market. Nonrated securities are usually not as attractive to as many buyers
as rated securities are, a factor which may make nonrated securities less
marketable. These factors may have the effect of limiting the availability of
the securities for purchase by the Fund and may also limit the ability of the
Fund to sell such securities at their fair value either to meet redemption
requests or in response to changes in the economy or the financial markets.
Adverse publicity and investor perceptions, whether or not based on
fundamental analysis, may decrease the values and liquidity of lower-rated
debt securities, especially in a thinly traded market. To the extent the Fund
owns or may acquire illiquid or restricted lower-rated securities, these
securities may involve special registration responsibilities, liabilities and
costs, and liquidity and valuation difficulties. Changes in values of debt
securities which the Fund owns will affect its net asset value per share. If
market quotations are not readily available for the Fund's lower-rated or
nonrated securities, these securities will be valued by a method that the
Fund's Board of Directors believes accurately reflects fair value. Judgment
plays a greater role in valuing lower-rated debt securities than with respect
to securities for which more external sources of quotations and last sale
information are available.
. Congressional Action New and proposed laws may have an impact on the market
for lower-rated debt securities. T. Rowe Price is unable at this time to
predict what effect, if any, any such legislation may have on the market for
lower-rated debt securities.
. Taxation Special tax considerations are associated with investing in
lower-rated debt securities structured as zero coupon or pay-in-kind
securities. The Fund accrues income on these securities prior to the receipt
of cash payments. The Fund must distribute substantially all of its income to
its shareholders to qualify for pass-through treatment under the tax laws and
may, therefore, have to dispose of its portfolio securities to satisfy
distribution requirements.
T. Rowe Price Summit Cash Reserves Fund
The fund, which is managed to provide a stable share price of $1.00, invests
in high-quality, U.S. dollar-denominated money market securities of U.S. and
foreign issuers. The fund's average weighted maturity will not exceed 90
days, and its yield will fluctuate with changes in short-term interest rates.
In selecting securities, fund managers may examine the relationships among
yields on various types and maturities of money market securities in the
context of their outlook for interest rates. For example, commercial paper
often offers a yield advantage over Treasury bills. And if rates are expected
to fall, longer-maturities, which typically have higher yields than shorter
maturities, may be purchased to try to preserve the fund's income level.
Conversely, shorter maturities may be favored if rates are expected to rise.
Equity Funds
T. Rowe Price Growth & Income Fund, Inc.
The fund seeks to provide long-term capital growth, a reasonable level of
current income, and increasing future income through investments primarily in
dividend-paying stocks.
We typically employ a value approach in selecting companies whose earnings we
expect will grow over time and support a growing dividend payment, as well as
some stocks that do not pay dividends currently but offer prospects for
appreciation and future dividends. T. Rowe Price believes that income can
contribute significantly
<PAGE>
to total return. Dividends can also help reduce the fund's volatility during
periods of market turbulence and help offset losses when stock prices are
falling. Our in-house research team seeks to identify companies that appear
to be undervalued by various measures and may be temporarily out of favor,
but have good prospects for appreciation and dividend growth.
T. Rowe Price New Era Fund, Inc.
The fund seeks to provide long-term capital growth primarily through the
common stocks of companies that own or develop natural resources and other
basic commodities, and also through the stocks of selected nonresource growth
companies.
We normally invest about two-thirds of fund assets in the common stocks of
natural resource companies whose earnings and tangible assets could benefit
from accelerating inflation. We also invest in other growth companies with
strong potential for earnings growth that do not own or develop natural
resources. The relative percentages invested in resource and nonresource
companies can vary depending on economic and monetary conditions and our
outlook for inflation. The natural resource companies held by the fund
typically own, develop, refine, service, or transport resources including
energy, metals, forest products, real estate, and other basic commodities. In
selecting natural resource stocks, we look for companies whose products can
be produced and marketed profitably when both labor costs and prices are
rising. In the mining area, for example, we might look for a company with the
ability to expand production and maintain superior exploration programs and
production facilities.
At least half of fund assets will be invested in U.S. securities, but up to
50% of total assets may be invested in foreign securities. We may also buy
other types of securities, including futures and options in keeping with the
fund's objective.
The fund is less diversified than most stock funds and could therefore
experience sharp price declines when conditions are unfavorable to its
sector. For instance, while the fund attempts to invest in companies that may
benefit from accelerating inflation, inflation has slowed considerably in
recent years. The rate of earnings growth of natural resource companies may
be irregular since these companies are strongly affected by natural forces,
global economic cycles, and international politics. For example, stock prices
of energy companies can fall sharply when oil prices fall. Real estate
companies are influenced by interest rates and other factors.
The fund's investments in foreign securities, or even in U.S. companies with
significant overseas investments, are also subject to the risk that some
holdings may lose value because of declining foreign currencies or adverse
political or economic events overseas. While currency risk may be somewhat
reduced because many commodities markets are dollar based, the fund's
exposure to foreign political and economic risk will be heightened by
investments in companies with operations in emerging markets.
To the extent the fund uses futures and options, it is exposed to additional
volatility and potential losses.
T. Rowe Price Growth Stock Fund, Inc.
The fund seeks to provide long-term capital growth and, secondarily,
increasing dividend income through investments in the common stocks of
well-established growth companies.
We will invest at least 65% of total assets in the common stocks of a
diversified group of growth companies. We normally (but not always) seek
investments in companies that have the ability to pay increasing dividends
through strong cash flow. We generally look for companies with an
above-average rate of earnings growth and a lucrative niche in the economy
that gives them the ability to sustain earnings momentum even during times of
slow economic growth. As growth investors, we believe that when a company's
earnings grow faster than both inflation and the overall economy, the market
will eventually reward it with a higher stock price.
T. Rowe Price New Horizons Fund, Inc.
The fund seeks long-term capital growth by investing primarily in common
stocks of small, rapidly growing companies.
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We will invest primarily in a diversified group of small, emerging growth
companies, preferably early in the corporate life cycle before a company
becomes widely recognized by the investment community. The fund may also
invest in companies that offer the possibility of accelerating earnings
growth because of rejuvenated management, new products, or structural changes
in the economy. We will not necessarily sell a position in a company that has
grown beyond the developing stage if the company still fits the fund's other
investment criteria.
When choosing stocks, T. Rowe Price analysts look for small growth companies
that:
. have effective management;
. operate in fertile growth areas;
. demonstrate effective research, product development, and marketing;
. provide efficient service;
. possess pricing flexibility; and
. employ sound financial and accounting policies.
T. Rowe Price Mid-Cap Value Fund, Inc.
The fund seeks to provide long-term capital appreciation by investing
primarily in mid-size companies that appear to be undervalued.
We will invest at least 65% of total assets in companies whose market
capitalization (number of shares outstanding multiplied by share price) falls
within the range of companies in the S&P MidCap 400 Index. However, the fund
will not automatically sell or cease to purchase stock of a company it
already owns just because the company's market capitalization grows or falls
outside this range. We follow a value approach in selecting investments. Our
in-house research team seeks to identify companies whose stock prices do not
appear to reflect their underlying values.
T. Rowe Price Blue Chip Growth Fund, Inc.
The fund seeks to provide long-term capital growth. Income is a secondary
objective.
We will invest at least 65% of total assets in the common stocks of large and
medium-sized blue chip growth companies. These are firms that, in our view,
are well-established in their industries and have the potential for
above-average earnings growth. Some of these companies may have good dividend
prospects. Our approach reflects our belief that solid company fundamentals
combined with a positive industry outlook will ultimately reward investors
with a higher stock price. We look for companies that offer leading market
positions, seasoned management teams, and strong financial fundamentals.
Where possible we seek stocks whose current prices do not reflect their
long-term appreciation potential.
T. Rowe Price Equity Income Fund
The fund seeks to provide substantial dividend income as well as long-term
growth of capital through investments in the common stocks of established
companies.
We will normally invest at least 65% of the fund's total assets in the common
stocks of well-established companies paying above-average dividends.
We typically employ a "value" approach in selecting investments. Our in-house
research team seeks companies that appear to be undervalued by various
measures and may be temporarily out of favor, but have good prospects for
capital appreciation and dividend growth.
While most of the fund's assets will be invested in U.S. common stocks, we
may also invest in other securities, including foreign securities, futures,
and options, in keeping with the fund's objective.
<PAGE>
International Funds
T. Rowe Price European Stock Fund
Long-term growth of capital through investments primarily in the common
stocks of large and small European companies. Current income is a secondary
objective.
Normally, at least five countries will be represented in the portfolio, and
investments may be made in any of the countries listed below, as well as
others as their markets develop:
. Primary Emphasis: France, Germany, Netherlands, Italy, Spain, Sweden,
Switzerland, and United Kingdom.
. Others: Austria, Belgium, Czech Republic, Denmark, Estonia, Finland, Greece,
Hungary, Ireland, Israel, Latvia, Lithuania, Luxembourg, Norway, Poland,
Portugal, Russia, Slovakia, and Turkey.
Stock selection reflects a growth style. (See Growth Investing under
International Stock Fund.) We also seek to take advantage of opportunities
arising from such trends as privatization, the reduction of trade barriers,
progress toward economic and monetary union, and the potential growth of the
emerging economies of Eastern Europe.
T. Rowe Price New Asia Fund
Long-term growth of capital through investments in large and small companies
located, or with primary operations, in Asia (excluding Japan).
Investments may be made in any of the countries listed below, as well as
others as their markets develop:
. Primary Emphasis: Australia, Hong Kong, Indonesia, India, New Zealand,
Philippines, Singapore, South Korea, Taiwan, and Thailand.
. Others: China, Pakistan, and Vietnam.
Stock selection reflects a growth style. (See Growth Investing under
International Stock Fund.)
T. Rowe Price Japan Fund
Long-term growth of capital through investments in common stocks of large and
small companies located, or with primary operations, in Japan.
We expect to diversify broadly across a wide range of industries and
companies. Stock selection reflects a growth style. (See Growth Investing
under International Stock Fund.)
T. Rowe Price Emerging Markets Stock Fund
Long-term growth of capital through investments primarily in the common
stocks of large and small companies located, or with primary operations, in
emerging markets.
We expect to be broadly diversified across emerging markets in Latin America,
Asia, Europe, Africa, and the Middle East. Stock selection reflects a growth
style. (See Growth Investing under International Stock Fund.) An emerging
market includes any country defined as emerging or developing by the
International Bank for Reconstruction and Development (World Bank), the
International Finance Corporation, or the United Nations.
Countries in which the fund may invest are listed below and others will be
added as opportunities develop:
. Asia: China, Hong Kong, Indonesia, India, Korea, Pakistan, Philippines,
Singapore, Sri Lanka, Taiwan, Thailand, and Vietnam.
. Latin America: Argentina, Belize, Brazil, Chile, Colombia, Mexico, Panama,
Peru, and Venezuela.
. Europe: Croatia, Czech Republic, Estonia, Greece, Hungary, Latvia,
Lithuania, Poland, Portugal, Romania, Russia, Slovakia, and Turkey.
. Africa and the Middle East: Botswana, Egypt, Israel, Jordan, Mauritius,
Morocco, Nigeria, South Africa, Tunisia, and Zimbabwe.
<PAGE>
T. Rowe Price Latin America Fund
Long-term growth of capital through investments primarily in the common
stocks of companies located, or with primary operations, in Latin America.
We normally expect to invest in at least four countries. Investments may be
made in the countries below, as well as others as their markets develop:
. Primary Emphasis: Mexico, Brazil, Chile, Argentina, Venezuela, and Peru.
. Others: Belize, Colombia, Ecuador, and Guatemala.
Stock selection reflects a growth style. (See Growth Investing under
International Stock Fund.) We may make substantial investments (at times more
than 25% of total assets) in the telephone companies of various Latin
American countries. These utilities play a critical role in a country's
economic development. The fund is registered as "nondiversified," meaning it
may invest a greater portion of assets in a single company and own more of
the company's voting securities than is permissible for a "diversified" fund.
T. Rowe Price International Bond Fund
The fund seeks to provide high current income and capital appreciation by
investing in high-quality, nondollar-denominated government and corporate
bonds outside the U.S.
We will invest at least 65% of total assets in high-quality bonds but may
invest up to 20% of assets in below- investment-grade, high-risk bonds,
including bonds in default and emerging market bonds. Up to 20% of the fund's
assets may be invested in foreign bonds denominated in dollars.
Price-Fleming, the Fund's investment manager, bases its investment decisions
on fundamental market factors, currency trends, and credit quality. The Fund
generally invests in countries where the combination of fixed income returns
and currency exchange rates appears attractive, or, if the currency trend is
unfavorable, where the currency risk can be minimized through hedging.
Although the Fund expects to maintain an intermediate to long weighted
average maturity, it has no maturity restrictions on the overall portfolio or
on individual securities. Normally, the Fund does not hedge its foreign
currency exposure back to the dollar, nor involve more than 50% of total
assets in cross hedging transactions. Therefore, changes in foreign interest
rates and currency exchange rates are likely to have a significant impact on
total return and the market value of portfolio securities. Such changes
provide greater opportunities for capital gains and greater risks of capital
loss. Price-Fleming attempts to reduce these risks through diversification
among foreign securities and active management of maturities and currency
exposures.
T. Rowe Price Emerging Markets Bond Fund
The fund seeks to provide high income and capital appreciation.
We will invest at least 65% (and potentially all) of total assets in the
government and corporate debt securities of emerging nations. Since these
countries are less developed and their bonds carry a greater credit risk, the
bonds are typically below investment grade and would be considered junk bonds
in the U.S. The fund may invest in the lowest-rated bonds, including those in
default.
There are no maturity restrictions on the fund. Its weighted average maturity
normally ranges between five and 10 years, but may vary substantially because
of market conditions. Under normal circumstances, most of the fund's total
assets are expected to be denominated in U.S. dollars, and the fund will not
usually attempt to cushion the impact of foreign currency fluctuations on the
dollar. Security selection relies heavily on research, which analyzes
political and economic trends as well as creditworthiness. We tend to favor
bonds we think will be upgraded. The general decision-making process for
selling securities is similar to that for the other two funds.
T. Rowe Price International Stock Fund
Long-term growth of capital through investments primarily in the common
stocks of established, non-U.S. companies.
<PAGE>
We expect to invest substantially all of the fund's assets outside the U.S.
and to diversify broadly among developed and emerging countries throughout
the world. Stock selection reflects a growth style. We may purchase the
stocks of companies of any size, but our focus will typically be on large
and, to a lesser extent, medium-sized companies.
Growth Investing
Price-Fleming (the fund's investment adviser) employs in-depth fundamental
research in an effort to identify companies capable of achieving and
sustaining above-average, long-term earnings growth. We seek to purchase
such stocks at reasonable prices in relation to present or anticipated
earnings, cash flow, or book value, and valuation factors often influence
our allocations among large-, mid-, or small-cap shares.
While we invest with an awareness of the global economic backdrop and our
outlook for individual countries, bottom-up stock selection is the focus of
our decision-making. Country allocation is driven largely by stock
selection, though we may limit investments in markets that appear to have
poor overall prospects.
T. Rowe Price International Discovery Fund
Long-term growth of capital through investments primarily in the common
stocks of rapidly growing, small to medium-sized companies outside the U.S.
We expect to invest substantially all of the fund's assets outside the U.S.
and to diversify broadly among developed and emerging countries throughout
the world. Stock selection reflects a growth style. The fund will emphasize
small to medium-sized companies. Depending on conditions, the fund's
portfolio should be composed of at least 10 countries and 100 different
companies.
Risk Factors of Foreign Investing There are special risks in foreign
investing. Certain of these risks are inherent in any international 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 certain
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 certain 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 1992, there were two military coup attempts
in Venezuela and in 1992 the President of Brazil was impeached. 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 off by widespread currency weakness in late 1997. In 1998,
there was substantial turmoil in markets throughout the world. 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.
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 international funds 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
<PAGE>
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 of Restrictions Foreign investment in the
securities markets of certain foreign countries is restricted or controlled
in varying degrees. These restrictions limit at times and preclude investment
in certain of such countries and increase the cost and expenses of the
international funds. Investments by foreign investors are subject to a
variety of restrictions in many developing countries. These restrictions may
take the 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 international funds invest.
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") traded in the United States. 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 are generally higher
than commissions on United States exchanges, and while there is 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 international funds 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
international funds' investment in these funds is subject to the provisions
of the 1940 Act. If the international funds 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 bear indirectly 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 international
funds' 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.
<PAGE>
. Costs Investors should understand that the expense ratios of the Fund can be
expected to be higher than investment companies investing in domestic
securities since the cost of maintaining the custody of foreign securities
and the rate of advisory fees paid by the Fund is higher.
. 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 Funds, political
or social instability, or diplomatic developments which could affect
investments by U.S. persons in those countries.
. Small Companies Small companies may have less experienced management and
fewer management resources than larger firms. A smaller company may have
greater difficulty obtaining access to capital markets, and may pay more for
the capital it obtains. In addition, smaller companies are more likely to be
involved in fewer market segments, making them more vulnerable to any
downturn in a given segment. Some of these factors may also apply, to a
lesser extent, to medium size companies.
. 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 the 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. The collapse of the ruble from its crawling peg
exchange rate against the U.S. dollar has set back the path of reform for
several years. In many of the countries of Eastern Europe and Russia, there
is no stock exchange or formal market for securities. Such 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 could
cause significant risks and uncertainties to investment in Eastern Europe and
Russia. The Fund will only invest in a company located in, or a government
of, Eastern Europe and Russia, if it believes the potential return justifies
the risk.
. 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 have managed currencies
which are maintained at artificial levels to the U. S. dollar rather than at
levels determined by the market. This type of system can lead to sudden and
large adjustments in the currency which, in turn, can have a disruptive and
negative effect on foreign investors. For example, in late 1994 the value of
the Mexican peso lost more than one-third of its value relative to the
dollar. Certain Latin American countries also restrict 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.
<PAGE>
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
The Japan Fund's concentration of its investments in Japan means the Fund
will be more dependent on the investment considerations discussed above and
may be more volatile than a fund which is broadly diversified geographically.
To the extent any of the other funds also invest in Japan, such investments
will be subject to these same factors. Additional factors relating to Japan
include the following:
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 has languished for much of the 1990's. 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.
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- and long-term.
. Asia (ex-Japan)
Political Instability The political history of certain Asian countries has
been characterized by political uncertainty, intervention by the military in
civilian and economic spheres, and political corruption. Such developments,
if they continue to occur, 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 Asian countries may have managed currencies which
are maintained at artificial levels to the U.S. dollar rather than at levels
determined by the market. This type of system can lead to sudden and large
adjustments in the currency which, in turn, can have a disruptive and
negative effect on foreign investors. For example, in 1997 the Thai baht lost
46.75% of its value against the U.S. dollar. Certain Asian countries also may
restrict the free conversion of their currency into foreign currencies,
including the U.S. dollar. There is no significant foreign exchange market
for certain 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.
Debt A number of Asian companies are highly dependent on foreign loans for
their operation. In 1997, several Asian countries were forced to negotiate
loans from the International Monetary Fund ("IMF") and others that impose
strict repayment term schedules and require significant economic and
financial restructuring.
<PAGE>
Types of Securities
Set forth below is additional information about certain of the investments
described in the Fund's prospectus.
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 and have a credit rating with respect to its short-term debt of
at least A1 by S&P, P1 by Moody's, or the equivalent rating by T. Rowe Price.
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.
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"). Often these Hybrid Instruments are indexed to the price of a
commodity, particular currency, or a domestic or foreign debt or equity
securities index. 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.
The risks of investing in Hybrid Instruments reflect a combination of the
risks of investing in securities, options, futures and currencies, including
volatility and lack of liquidity. Reference is also made to the discussion of
futures, options, and forward contracts herein for a discussion of the risks
associated with such investments. Further, the prices of the Hybrid
Instrument and the related commodity or currency 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). In addition, because the
purchase and sale of Hybrid Instruments could take place in an
over-the-counter market or in a private transaction between the Fund and the
seller of the Hybrid Instrument, the creditworthiness of the contra party to
the transaction would be a risk factor which the Fund would have to consider.
Hybrid Instruments also may not be subject to regulation of 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.
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
<PAGE>
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 and
Price-Fleming, 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 and Price-Fleming will consider the trading
markets for the specific security taking into account the unregistered nature
of a Rule 144A security. In addition, Price-Fleming could consider the
following: (1) frequency of trades and quotes; (2) number of dealers and
potential purchases; (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 are pure speculation in that they
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 equity 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.
There are, of course, other types of securities that are, or may become
available, which are similar to the foregoing and the Funds may invest in
these securities.
Interfund Borrowing and Lending
The Funds are parties to an exemptive order received from the SEC on December
8, 1998, that permits them to borrow money from, and certain of the
Underlying Price Funds to borrow money from and/or lend money to, other Price
Funds. All loans are set at an interest rate between the rate 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.
SPECIAL CONSIDERATIONS
-------------------------------------------------------------------------------
Prospective investors should consider that certain underlying price funds
(the "Price Funds") may engage in the following:
Foreign Currency Transactions Enter into foreign currency transactions. Since
investments in foreign companies will usually involve currencies of foreign
countries, and the International Bond and International Stock Funds, as well
as certain other Price Funds, will hold Funds in bank deposits in foreign
custodians during the completion of investment programs, the value of the
assets of the Price Funds as measured in U.S.
<PAGE>
dollars may be affected favorably or unfavorably by changes in foreign
currency exchange rates and exchange control regulations, and these Price
Funds may incur costs in connection with conversions between various
currencies. The Price Funds will generally conduct their foreign currency
exchange transactions either on a spot (i.e., cash) basis at the prevailing
rate in the foreign currency exchange market, or through entering into
forward contracts to purchase or sell foreign currencies. The Price Funds
will generally not enter into a forward contract with a term of greater than
one year. Although foreign currency transactions will be used primarily to
protect the Price Funds from adverse currency movements, they also involve
the risk that anticipated currency movements will not be accurately
predicted.
Lending Portfolio Securities Lend portfolio securities for the purpose of
realizing additional income. The Price Funds may lend securities to
broker-dealers or institutional investors. Any such loan will be continuously
secured by collateral at least equal to the value of the security loaned.
Such lending could result in delays in receiving additional collateral or in
the recovery of the securities or possible loss of rights in the collateral
should the borrower fail financially.
Futures Contracts and Options (types of potentially high-risk derivatives)
Enter into interest rate, stock index or currency futures contracts. Certain
Price Funds may enter into such contracts (or options thereon), or a
combination of such contracts, (1) as a hedge against changes in prevailing
levels of interest rates, price movements or currency exchange rates in the
Price Funds' portfolios in order to establish more definitely the effective
return on securities or currencies held or intended to be acquired by such
Price Funds; (2) as an efficient means of adjusting the Price Funds' exposure
to the markets; or (3) to adjust the duration of the Price Funds' portfolios.
Initial margin deposits and premiums on options used for non-hedging purposes
will not equal more than 5% of each Price Fund's net asset value. Certain
Price Funds may also purchase and sell call and put options on securities,
currencies and financial and stock indices. The aggregate market value of
each Fund's currencies or portfolio securities covering call or put options
will not exceed 25% of a Fund's net assets. Futures contracts and options can
be highly volatile and could result in reduction of a Price Fund's total
return and a Price Fund's attempt to use such investments for hedging
purposes may not be successful.
FOR MORE INFORMATION ABOUT AN UNDERLYING PRICE FUND, CALL 1-800-638-5660
(1-410-345-2308).
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 the Fund may borrow from banks or other
Price Funds as a temporary measure for extraordinary or emergency
purposes, and then only in amounts not exceeding 30% of its total assets
valued at market. The Fund will not borrow in order to increase income
(leveraging), but only to facilitate redemption requests which might
otherwise require untimely disposition of portfolio securities. Interest
paid on any such borrowings will reduce net investment income;
<PAGE>
(2) Commodities (a) Spectrum Growth and Spectrum Income Funds may not
purchase or sell commodities or commodity or futures contracts;
(b)Spectrum International Fund may not purchase or sell physical
commodities; except that it may enter into futures contracts and options
thereon.
(3) Loans Make loans, although the Funds may purchase money market securities
and enter into repurchase agreements;
(4) Margin Purchase securities on margin, except for use of short-term credit
necessary for clearance of purchases of portfolio securities;
(5) Mortgaging Mortgage, pledge, hypothecate or, in any manner, transfer any
security owned by the Funds as security for indebtedness except as may be
necessary in connection with permissible borrowings, in which event such
mortgaging, pledging, or hypothecating may not exceed 30% of each Fund's
total assets, valued at market;
(6) Real Estate Purchase or sell real estate, including limited partnership
interests therein, unless acquired as a result of ownership of securities
or other instruments (although each Fund may purchase money market
securities secured by real estate or interests therein, or issued by
companies or investment trusts which invest in real estate or interests
therein);
(7) Senior Securities Issue senior securities;
(8) Short Sales Effect short sales of securities; 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.
Operating Policies
As a matter of operating policy, the Fund may not:
(1) Control of Portfolio Companies Invest in companies for the purpose of
exercising management or control;
(2) Illiquid Securities Purchase illiquid securities if, as a result, more
than 15% of its net assets would be invested in such securities;
(3) 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;
(4) Options Invest in options;
(5) Futures Spectrum Income and Spectrum Growth Funds may not invest in
futures. Spectrum International Fund, though it has no intention at this
time of investing in futures, reserves the right to do so in the future;
(6) Forward Currency Contracts None of the Funds has the intention of
investing in forward currency contracts at this time. However, they all
reserve the right to do so at some point in the future; or
(7) Warrants Invest in warrants.
Pursuant to an Exemptive Order issued by the SEC (Investment Company Act
Release No. IC-21425, October 18, 1995): (i) there is no limit on the amount
the Fund may own of the total outstanding voting securities of registered
investment companies which are members of the T. Rowe Price family of funds,
(ii) each Fund, in accordance with its prospectus, may invest more than 5% of
its assets in any one such investment company, and (iii) each Fund may invest
more than 10% of its assets, collectively, in registered investment companies
which are members of the T. Rowe Price family of funds.
<PAGE>
Because of their investment objectives and policies, the Funds will each
concentrate more than 25% of their assets in the mutual fund industry. In
accordance with the Funds' investment programs set forth in the prospectus,
each of the Funds may invest more than 25% of its assets in certain of the
Underlying Price Funds. However, each of the Underlying Price Funds in which
each Fund will invest (other than New Income, Short-Term Bond, High Yield,
Latin America, and International Bond Funds) will not concentrate more than
25% of its total assets in any one industry. The Latin America Fund expects
to make substantial investments in the telephone companies of various Latin
America countries (at times more than 25% of total assets). The New Income
and Short-Term Bond Funds will, under certain conditions, invest up to 50% of
their assets in any one of the following industries: gas, utility, gas
transmission utility, electric utility, telephone utility and petroleum. The
Short-Term Bond, International Bond, and High Yield Funds will each normally
concentrate 25% or more of their assets in the securities of the banking
industry when their position in issues maturing in one year or less equals
35% or more of their total assets.
MANAGEMENT OF THE FUNDS
-------------------------------------------------------------------------------
The management of each Fund's business and affairs is the responsibility of
the Board of Directors for Spectrum Fund. In exercising their
responsibilities, the Board, among other things, will refer to the Special
Servicing Agreement and policies and guidelines included in an Application
for an Exemptive Order (and accompanying Notice and Order issued by the
Commission). A majority of Spectrum Fund's directors will be non-interested
persons as defined in Section 2(a)(19) of the 1940 Act. However, the
interested directors and the officers of Spectrum Fund, T. Rowe Price and
Price-Fleming also serve in similar positions with most of the Underlying
Price Funds. Thus, if the interests of a Fund and the Underlying Price Funds
were ever to become divergent, it is possible that a conflict of interest
could arise and affect how this latter group of persons fulfill their
fiduciary duties to that Fund and the Underlying Price Funds. The directors
of Spectrum Fund believe they have structured each Fund to avoid these
concerns. However, conceivably, a situation could occur where proper action
for Spectrum Fund or the Growth Fund, Income Fund or International Fund
separately, could be adverse to the interests of an Underlying Price Fund, or
the reverse could occur. If such a possibility arises, the directors and
officers of the affected Funds and T. Rowe Price will carefully analyze the
situation and take all steps they believe reasonable to minimize and, where
possible, eliminate the potential conflict. Moreover, limitations on
aggregate investments in the Underlying Price Funds and other restrictions
have been adopted by Spectrum Fund to minimize this possibility, and close
and continuous monitoring will be exercised to avoid, insofar as possible,
these concerns.
The officers and directors of Spectrum 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. In the list below, Spectrum Fund's directors
who are considered "interested persons" of T. Rowe Price, Price-Fleming, or
the Fund as defined under Section 2(a)(19) of the 1940 Act are noted with an
asterisk (*). Mr. Riepe is referred to as an inside director by virtue of his
directorship and employment by T. Rowe Price.
Independent Directors/(a)/
JEFFREY H. DONAHUE, 4/9/46, Senior Vice President and Chief Financial Officer
of The Rouse Company, a full-service real estate and development company,
Columbia, Maryland; Address: 10275 Little Patuxent Parkway, Columbia,
Maryland 21044
A. MACDONOUGH PLANT, 7/30/37, Partner, law firm of Stewart, Plant &
Blumenthal; (formerly until 4/91) Partner, law firm of Semmes, Bowen &
Semmes, Baltimore, Maryland; Address: Suite 910, Seven St. Paul Street,
Baltimore, Maryland 21202
(a) Unless otherwise indicated, the Independent Directors have been at their
respective companies for at least five years.
<PAGE>
Inside Directors/Officers
* JAMES S. RIEPE, 6/25/43, Chairman of the Board -Vice Chairman of the Board,
Managing Director, and Director, T. Rowe Price; Chairman of the Board, T.
Rowe Price Investment Services, Inc., T. Rowe Price Services, Inc., and T.
Rowe Price Retirement Plan Services, Inc.; Chairman of the Board, President,
and Trust Officer, T. Rowe Price Trust Company; Director, Price-Fleming and
General Re Corporation
EDMUND M. NOTZON, 10/1/45, President -Managing Director, T. Rowe Price; Vice
President, T. Rowe Price Trust Company; Chartered Financial Analyst
STEPHEN W. BOESEL, 12/28/44, Vice President -Managing Director, T. Rowe
Price; Vice President, T. Rowe Price Trust Company and T. Rowe Price
Retirement Plan Services, Inc.
JOHN R. FORD, 11/25/57, Vice President -Executive Vice President, Chief
Investment Officer, and Vice President, Price-Fleming; Chartered Financial
Analyst
HENRY H. HOPKINS, 12/23/42, Vice President-Vice President, Price-Fleming and
T. Rowe Price Retirement Plan Services, Inc.; Director and Managing Director,
T. Rowe Price; Vice President and Director, T. Rowe Price Investment
Services, Inc., T. Rowe Price Services, Inc. and T. Rowe Price Trust Company
GEORGE A. MURNAGHAN, 5/1/56, Vice President -Managing Director, T. Rowe
Price; Executive Vice President, Price-Fleming; Vice President, T. Rowe Price
Trust Company and T. Rowe Price Investment Services, Inc.
WILLIAM T. REYNOLDS, 5/26/48, Vice President -Director and Managing Director,
T. Rowe Price; Chartered Financial Analyst
BRIAN C. ROGERS, 6/27/55, Vice President -Director and Managing Director, T.
Rowe Price; Vice President, T. Rowe Price Trust Company; Chartered Financial
Analyst
M. DAVID TESTA, 4/22/44, Vice President -Chairman of the Board and Director,
Price-Fleming; Vice Chairman of the Board, Chief Investment Officer, and
Managing Director, T. Rowe Price; Vice President and Director, T. Rowe Price
Trust Company; Chartered Financial Analyst
MARTIN G. WADE, 2/16/43, Vice President -Director, Chief Investment Officer,
and Vice Chairman of the Board, Price-Fleming; Director, Robert Fleming
Holdings Limited; Director, Robert Fleming Asset Management; Address: 25
Copthall Avenue, London, EC2R 7DR, England
JUDITH B. WARD, 10/12/62, Vice President -Assistant Vice President, T. Rowe
Price
DAVID J.L. WARREN, 4/14/57, Vice President -President, Price-Fleming
PATRICIA S. LIPPERT, 1/12/53, Secretary-Assistant Vice President, T. Rowe
Price and T. Rowe Price Investment Services, Inc.
CARMEN F. DEYESU, 8/1/41, Treasurer-Vice President, T. Rowe Price, T. Rowe
Price Services, Inc., and T. Rowe Price Trust Company
DAVID S. MIDDLETON, 1/18/56, Controller-Vice President, T. Rowe Price and T.
Rowe Price Trust Company
JOSEPH A. CRUMBLING, 11/12/61, Assistant Vice President -Vice President, T.
Rowe Price and T. Rowe Price Trust Company
INGRID I. VORDEMBERGE, 9/27/35, Assistant Vice President-Employee, T. Rowe
Price
Compensation Table
The Funds do not pay pension or retirement benefits to their officers or
directors. Also, any director of a Fund who is an officer or employee of T.
Rowe Price or Price-Fleming does not receive any remuneration from the Fund.
<PAGE>
<TABLE>
<CAPTION>
Name of Person, Aggregate Compensation from Total Compensation from Fund and
Position Fund(a) Fund Complex Paid to Directors(b)
- -------------------------------------- -------------------------------------------- ---------------------------------
- -------------------------------------------------------------------------------------------------------------------------
<C> <S> <S>
Growth Fund
Jeffrey H. Donahue, Director $11,765 $22,500
A. MacDonough Plant, Director 11,765 22,500
- -------------------------------------------------------------------------------------------------------------------------
Income Fund
Jeffrey H. Donahue, Director $10,643 $22,500
A. MacDonough Plant, Director 10,643 22,500
- -------------------------------------------------------------------------------------------------------------------------
International Fund
Jeffrey H. Donahue, Director $2,719 $22,500
A. MacDonough Plant, Director 2,719 22,500
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Amounts in this column are based on accrued compensation for calendar
year 1998.
(b) Amounts in this column are based on compensation received from January
1, 1998, to December 31, 1998. The T. Rowe Price complex included 87 funds
as of December 31, 1998.
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 Funds in the intervals between
meetings of the Board, except the powers prohibited by statute from being
delegated.
PRINCIPAL HOLDERS OF SECURITIES
-------------------------------------------------------------------------------
As of the date of the prospectus, the officers and directors of the Fund, as
a group, owned less than 1% of the outstanding shares of the Fund.
As of April 1, 1999, no shareholder beneficially owned more than 5% of the
outstanding shares of either the Spectrum International or Spectrum Growth
Funds.
As of April 1, 1999, the following shareholder beneficially owned more than
5% of the outstanding shares of the Spectrum Income Fund: Manulife Financial
USA, 200 Bloor Street East, NT3, Toronto, Ontario, Canada M4W 1E5.
INVESTMENT MANAGEMENT SERVICES
-------------------------------------------------------------------------------
The business of Spectrum Fund will be conducted by its officers, directors,
and investment manager in accordance with policies and guidelines set up by
Spectrum Fund's directors which were included in the Exemptive Order issued
by the SEC (Investment Company Act Release No. IC-21425, October 18, 1995).
Each Fund will operate at a zero expense ratio. To accomplish this, the
payment of each Fund's operational expenses is subject to a Special Servicing
Agreement described below as well as certain undertakings made by T. Rowe
Price, under its Investment Management Agreement with Spectrum Growth and
Spectrum Income Funds and Price-Fleming under its Investment Management
Agreement with Spectrum International Fund. Fund expenses include:
shareholder servicing fees and expenses; custodian and accounting fees and
expenses; legal and auditing fees; expenses of preparing and printing
prospectuses and shareholder reports; registration fees and expenses; proxy
and annual meeting expenses, if any; and directors' fees and expenses.
Special Servicing Agreements One Special Servicing Agreement ("Agreement") is
between and among the Spectrum Fund on behalf of Spectrum Income and Spectrum
Growth Funds, the underlying funds, and
<PAGE>
T. Rowe Price. A second Special Servicing Agreement is between and among
Spectrum Fund, on behalf of Spectrum International Fund, the underlying
funds, Price-Fleming, and T. Rowe Price.
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.
Each Special Servicing Agreement also gives authority to Spectrum Fund to
utilize the Price name so long as (1) the Special Servicing Agreement is in
effect, and (2) the assets of the Funds are invested pursuant to each Fund's
objectives and policies in shares of the various Underlying Price Funds
(except for such cash or cash items as the directors may determine to
maintain from time to time to meet current expenses and redemptions). The
Special Servicing Agreements provide that the Funds will utilize assets
deposited with the custodian of each Fund from the sale of each Fund's shares
to promptly purchase shares of the specified Underlying Price Funds, and will
undertake redemption or exchange of such shares of the Underlying Price Funds
in the manner provided by the objectives and policies of each Fund.
Under the Investment Management Agreements with the Funds, and the Special
Servicing Agreement, T. Rowe Price, with respect to Spectrum Income and
Spectrum Growth, and Price-Fleming, with respect to Spectrum International,
have agreed to bear any expenses of Spectrum Fund which exceed the estimated
savings to each of the Underlying Price Funds. Of course, shareholders of
Spectrum Fund will still indirectly bear their fair and proportionate share
of the cost of operating the Underlying Price Funds in which the Spectrum
Fund invests because, Spectrum Fund, as a shareholder of the Underlying Price
Funds, will bear its proportionate share of any fees and expenses paid by the
Underlying Price Funds. Spectrum Fund, as a shareholder of the selected
Underlying Price Funds, will benefit only from cost-sharing reductions in
proportion to its interest in such Underlying Price Funds.
Services
Under the Management Agreement with each Fund, T. Rowe Price or Price-Fleming
as the case may be, provides the Fund with discretionary investment services.
Specifically, T. Rowe Price and Price-Fleming are 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 and
Price-Fleming are 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. However, it should
be understood that the Fund will invest its assets almost exclusively in the
shares of the Underlying Price Funds and such investments will be made
without the payment of any commission or other sales charges. In addition to
these services, T. Rowe Price and Price-Fleming 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 and Price-Fleming's employees to serve as
officers, directors, and committee members of the Fund without cost to the
Fund.
T. Rowe Price and Price-Fleming have agreed not to be paid a management fee
for performing their services. However, T. Rowe Price and Price-Fleming will
receive management fees from managing the Underlying Price Funds in which
Spectrum Fund invests.
<PAGE>
Each Fund's Management Agreement also provides that T. Rowe Price or
Price-Fleming, 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.
Management Fees of Underlying Price Funds
The Underlying Price Fund pays T. Rowe Price or Price-Fleming 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 or
Price-Fleming on the first business day of the next succeeding calendar month
and is calculated as described below.
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:
<TABLE>
Price Funds' Annual Group Base Fee Rate for Each Level of
Assets
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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 particular day, the net assets of each Price Fund are determined in
accordance with the Funds' 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 and total management fees of the
Underlying Price Funds are listed in the following chart:
<TABLE>
<CAPTION>
Fund Individual Fee as a Percentage Total Management Fee Paid
---- ------------------------------ -------------------------
- ------------------------------------------------------------- of Fund Net Assets
------------------
-----------------------------------------------------------
<S> <C> <C>
Blue Chip Growth 0.30% 0.62%
Emerging Markets Bond 0.45 0.72(a)
Emerging Markets Stock 0.75 1.07
Equity Income 0.25 0.57
European Stock 0.50 0.82
GNMA 0.15 0.47
Growth & Income 0.25 0.57
Growth Stock 0.25 0.57
High Yield 0.30 0.62
International Bond 0.35 0.67
International Discovery 0.75 1.07
International Stock 0.35 0.67
Japan 0.50 0.82
Latin America 0.75 1.07
Mid-Cap Value 0.35 0.68(b)
New Asia 0.50 0.82
New Era 0.25 0.57
New Horizons 0.35 0.67
New Income 0.15 0.47
Short-Term Bond 0.10 0.42
Summit Cash Reserves N/A 0.45
U.S. Treasury Long-Term 0.05 0.37
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
a Had Price-Fleming not agreed to waive a portion of its management fees
and bear certain expenses in accordance with an expense limitation
agreement, Emerging Markets Bond's total management fee paid would
have been 0.77%.
b T. Rowe Price agreed to waive management fees and bear certain
expenses in accordance with an expense limitation in effect through
December 31, 1997. The Fund's management fee includes 0.01% of
management fees repaid from prior years pursuant to the expense
limitation. Had T. Rowe Price not agreed to waive a portion of its
management fees, Mid-Cap Value Fund's total management fee paid would
have been 0.67%.
Based on combined Price Funds' assets of over $76 billion at December 31,
1998, the Group Fee was 0.32%. The total combined management fee for each of
the Underlying Price Funds would have been an annual rate as shown above.
The portfolio turnover rates for each Fund for the years ended 1998, 1997,
and 1996, were as follows:
<TABLE>
<CAPTION>
Fund 1998 1997 1996
---- ---- ---- ----
<S> <C> <C> <C>
Spectrum Growth 17.9% 20.4% 2.9%
Spectrum Income 12.8 14.1 17.6
Spectrum International 31.7 20.0 (a)
- --------------------------------------------------------------------------
</TABLE>
a Prior to commencement of operations.
DISTRIBUTOR FOR THE FUNDS
-------------------------------------------------------------------------------
Investment Services, a Maryland corporation formed in 1980 as a wholly owned
subsidiary of T. Rowe Price, serves as Spectrum Fund's distributor, on behalf
of the Income, Growth, and International Funds. 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. The
offering of Spectrum Fund's shares is continuous.
Investment Services is located at the same address as the Spectrum Fund and
T. Rowe Price-100 East Pratt Street, Baltimore, Maryland 21202.
Investment Services serves as distributor to the Spectrum Fund, on behalf of
the Income, Growth, and International Funds, pursuant to an Underwriting
Agreement ("Underwriting Agreement"), which provides that the Fund will pay
all fees and expenses in connection with: necessary state filings; preparing,
setting in type, printing, and mailing its prospectuses and reports to
shareholders; and issuing its shares, including expenses of confirming
purchase orders.
<PAGE>
The Underwriting Agreement 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 Spectrum Fund, on behalf of the
Income, Growth, and International Funds, in connection with the sale of the
shares for each Fund in the various states in which Investment Services is
qualified as a broker-dealer. Under the Underwriting Agreement, Investment
Services accepts orders for each Fund's shares at net asset value. No sales
charges are paid by investors or the Fund.
CUSTODIAN
-------------------------------------------------------------------------------
The Underlying Funds of the Spectrum International Fund have entered into a
Custodian Agreement with The Chase Manhattan Bank, N.A., 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. State Street Bank's main office is at 225 Franklin Street,
Boston, Massachusetts 02110. The address for The Chase Manhattan Bank, N.A.,
London is Woolgate House, Coleman Street, London, EC2P 2HD, England.
State Street Bank and Trust Company, under an agreement with Spectrum Fund,
on behalf of the Income, Growth, and International Funds, is the custodian
for the Fund's U.S. securities and cash, but it does not participate in the
Funds' investment decisions. The Bank maintains shares of the Spectrum Funds
in the book entry system of such Funds' transfer agent, T. Rowe Price
Services. The domestic Underlying Funds' 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.
SHAREHOLDER SERVICES BY OUTSIDE PARTIES
-------------------------------------------------------------------------------
The Fund from time to time may enter into agreements with outside parties
through which shareholders hold Fund shares. The shares would be held by such
parties in omnibus accounts. The agreements would provide for payments by the
Fund to the outside party for shareholder services provided to shareholders
in the omnibus accounts.
CODE OF ETHICS
-------------------------------------------------------------------------------
The Fund's investment adviser (T. Rowe Price) has a written Code of Ethics
which requires all employees to obtain prior clearance before engaging in
personal securities transactions. In addition, all employees must report
their personal securities transactions within 10 days. Employees 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,
employees are prohibited from profiting from short-term trading (e.g.,
purchases and sales involving the same security within 60 days). 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.
<PAGE>
PRICING OF SECURITIES
-------------------------------------------------------------------------------
The securities of the Underlying Price Funds held by each Fund are valued at
the closing net asset value per share of each Underlying Price Fund on the
day of valuation. Assets for which the 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. For the Growth Fund,
short-term money market investments are valued at amortized cost in local
currency which, when combined with accrued interest, approximates market
value. For the International Fund, short-term debt securities are valued at
amortized cost, which approximates fair market value. For the Income Fund,
securities with less than one year to maturity are stated at fair value which
is determined by using a matrix system that establishes a value for each
security based on money market yields. Also, for the International Fund,
portfolio securities of the Underlying Funds may be listed on foreign
exchanges that can open on days when the Underlying Funds do not compute
their prices. As a result, the Underlying Funds', and consequently the
Spectrum International Fund's net asset value may be significantly affected
by trading on days when shareholders cannot make transactions.
The Japan Fund, one of the Underlying Price Funds in which the Spectrum
International Fund can invest, is not open on certain days when the Spectrum
International Fund is open. On such days, securities of the Japan Fund held
by Spectrum International are valued in accordance with procedures adopted by
the Board of Directors. These procedures call for Spectrum International to
direct that the NAV for the Japan Fund be calculated in the same manner and
using the same system of procedures and controls as are used in the normal
daily calculation of the Japan Fund's NAV except that securities are valued
at the most recent yen-denominated closing prices in the Japanese market
(which may be one or more days previous to the valuation rate of Spectrum
International).
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, capital gain distributions, if any, will be
reinvested on the reinvestment date using the NAV per share of that date. The
reinvestment date may precede the payment date by one day, although the exact
timing is subject to change and can be as great as 10 days.
<PAGE>
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 Growth and Income Funds may be
eligible for the dividends-received deduction for corporate shareholders. The
dividends of the Spectrum International Fund will not be eligible for this
deduction, if, as expected, none of the fund's income consists of dividends
paid by U.S. corporations. Long-term capital gain distributions paid from
these Funds are never eligible for the dividends-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. The 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 December 31 to avoid a federal income tax.
At the time of your purchase, the Fund's net asset value may reflect
undistributed income (Growth and International Funds), 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 as a capital gain distribution. 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: (i) the Fund would be taxed at normal
corporate rates on the entire amount of its taxable income, if any, without
deduction for dividends or other distributions to shareholders; and (ii) 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, for Spectrum Income and Spectrum Growth Funds,
would qualify for the 70% deduction for dividends received by corporations.
However, for Spectrum International Fund, the dividends will not be eligible
for the 70% deduction for dividends received by corporations, if, as
expected, none of the Fund's income consists of dividends paid by U.S.
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 a nonresident
alien individual who was physically present in the U.S. during the tax year
for more than 182 days.
YIELD INFORMATION
-------------------------------------------------------------------------------
Spectrum Income Fund
An income factor is calculated for each security in the portfolio based upon
the security's market value at the beginning of the period and yield as
determined in conformity with regulations of the SEC. The income factors are
then totaled for all securities in the portfolio. Next, expenses of the Fund
for the period, net of expected reimbursements, are deducted from the income
to arrive at net income, which is then converted to a per share amount by
dividing net income by the average number of shares outstanding during the
period. The net income per share is divided by the net asset value on the
last day of the period to produce a monthly yield which is then annualized.
If applicable, a taxable-equivalent yield is calculated by dividing this
yield by one minus the effective federal, state, and/or city or local income
tax rates. Quoted yield factors are for comparison purposes only, and are not
intended to indicate future performance or forecast the dividend per share of
the Fund.
<PAGE>
The yield of the Fund calculated under the above-described method for the
month ended December 31, 1998, was 6.26%.
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 other
period of time will vary from the average.
<TABLE>
<CAPTION>
Cumulative Performance Percentage Change
1 Yr. 5 Yrs. 10 Yrs. % Since Inception
----- ------ ------- ------- ---------
Ended Ended Ended Inception Date
----- ----- ----- --------- ----
12/31/98 12/31/98 12/31/98 12/31/98
-------- -------- -------- --------
<S> <C> <C> <C> <C> <S>
S&P 500 28.57% 193.88% 479.58%
Dow Jones Industrial
Average 18.13 173.37 461.09
CPI 1.86 12.69 36.35
Spectrum Growth Fund 13.62 111.87 - 220.97% 06/29/90
Spectrum Income Fund 6.57 50.71 - 124.28 06/29/90
Spectrum International 12.28 - - 14.99 12/31/96
Fund
- -------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Average Annual Compound Rates of Return
1 Yr. 5 Yrs. 10 Yrs. % Since Inception
----- ------ ------- ------- ---------
Ended Ended Ended Inception Date
----- ----- ----- --------- ----
12/31/98 12/31/98 12/31/98 12/31/98
-------- -------- -------- --------
<S> <C> <C> <C> <C> <S>
S&P 500 28.57% 24.06% 19.21%
Dow Jones Industrial
Average 18.13 22.28 18.82
CPI 1.86 2.42 3.15 '
Spectrum Growth Fund 13.62 16.20 - 14.70% 06/29/90
Spectrum Income Fund 6.57 8.55 - 9.96 06/29/90
Spectrum International 12.28 - - 7.24 12/31/96
Fund
- -------------------------------------------------------------------------------
</TABLE>
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,
<PAGE>
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 advantage product, may be illustrated by graphs, charts, etc.; and
(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.
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.
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
Unlike the T. Rowe Price 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 or "redemption fees" 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 Fund is a no-load fund which imposes no sales charges or 12b-1 fees.
No-load funds are generally sold directly to the public without the use of
commissioned sales representatives. This means that 100% of your purchase is
invested for you.
Redemptions in Kind
In the unlikely event a shareholder were to receive an in kind redemption of
portfolio securities of the Fund, brokerage fees could be incurred by the
shareholder in a subsequent sale of such securities.
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.
CAPITAL STOCK
-------------------------------------------------------------------------------
The Articles of Incorporation of Spectrum Fund currently establish three
series (i.e., the Income Fund, the Growth Fund, and the International Fund),
each of which represents a separate class of the Corporation's shares and has
different objectives and investment policies. The Articles of Incorporation
also provide that the
<PAGE>
Board of Directors may issue additional series of shares. Each share of each
Fund represents an equal proportionate share in that Fund, with each other
share, and is entitled to such dividends and distributions of income
belonging to that Fund as are declared by the Directors. In the event of the
liquidation of a Fund, each share is entitled to a pro rata share of the net
assets of that Fund.
The Fund's Charter authorizes the Board of Directors 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 Investment Company 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 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 might provide by
resolution 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 Charter contains no provision entitling the holders
of the present class of capital stock to a vote as a class on any matter.
Accordingly, the preferences, rights, and other characteristics attaching to
any class of shares, including the present class of capital stock, 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 (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 unless and
until such time as less than a majority of the directors holding office have
been elected by shareholders, at which time the directors then in office will
call a shareholders' meeting for the election of directors. Except as set
forth above, the directors shall continue to hold office and may appoint
successor directors. Voting rights are not cumulative, so that the holders of
more than 50% of the shares voting in the election of directors can, if they
choose to do so, elect all the directors of the Fund, in which event the
holders of the remaining shares will be unable to elect any person as a
director. 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.
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.
<PAGE>
LEGAL COUNSEL
-------------------------------------------------------------------------------
Swidler Berlin Shereff Friedman, LLP, whose address is 919 Third Avenue, New
York, New York 10022-9998, 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 for the year ended December 31, 1998,
and the report of independent accountants are included in each Fund's Annual
Report for the year ended December 31, 1998. A copy of each Annual Report
accompanies this Statement of Additional Information. The following financial
statements and the report of independent accountants appearing in each Annual
Report for the year ended December 31, 1998, are incorporated into this
Statement of Additional Information by reference:
<TABLE>
<CAPTION>
ANNUAL REPORT REFERENCES:
SPECTRUM SPECTRUM
GROWTH INCOME
------ ------
<S> <C> <C>
Report of Independent Accountants 29 29
Statement of Net Assets, December 31, 1998 19 20
Statement of Operations, year ended December 31, 1998 22 22
Statement of Changes in Net Assets, years ended
December 31, 1998 and December 31, 1997 23 24
Notes to Financial Statements, December 31, 1998 26-28 26-28
Financial Highlights 16 17
</TABLE>
<TABLE>
<CAPTION>
SPECTRUM
INTERNATIONAL
-------------
<S> <C>
Report of Independent Accountants 29
Statement of Net Assets, December 31, 1998 21
Statement of Operations, year ended December 31, 1998 22
Statement of Changes in Net Assets, years ended December
31, 1998 and December 31, 1996 (commencement of
operations) through December 31, 1997 25
Notes to Financial Statements, December 31, 1998 26-28
Financial Highlights 18
</TABLE>
