<PAGE>
Annual Report
MID-CAP
GROWTH
FUND
-----------------
DECEMBER 31, 1999
-----------------
[LOGO OF T. ROWE PRICE]
<PAGE>
REPORT HIGHLIGHTS
- --------------------------------------------------------------------------------
Mid-Cap Growth Fund
. Stocks surged to new records in 1999, led by technology and telecom shares.
Mid-cap stocks matched the advance of large-caps.
. The fund delivered solid gains over the past 6- and 12-month periods of
11.24% and 23.78%, respectively, but results versus our benchmarks were
mixed.
. Valuations in the technology sector give us reason for caution, though many
stocks in other sectors are reasonably priced.
. Mid-cap stocks offer compelling value compared with large-caps, and the
Mid-Cap Growth Fund is well positioned for future growth.
UPDATES AVAILABLE
For updates on T. Rowe Price funds following the end of each calendar quarter,
please see our Web site at www.troweprice.com.
<PAGE>
FELLOW SHAREHOLDERS
The U.S. stock market continued its relentless upward climb with a strong finish
to 1999. In fact, the large-cap S&P 500 Stock Index rose more than 20% for an
unprecedented fifth year in a row. Although large-company stocks have dominated
in recent years, small- and mid-cap stocks kept pace during the last 12 months.
Technology and telecom stocks dominated the market's advance, while most other
sectors languished.
- ----------------------
PERFORMANCE COMPARISON
- --------------------------------------------------------------------------------
Periods Ended 12/31/99 6 Months 12 Months
- --------------------------------------------------------------------------------
Mid-Cap Growth Fund 11.24% 23.78%
S&P MidCap Index 7.34 14.72
Russell Midcap Growth Index 32.49 51.29
Lipper Mid-Cap Core
Fund Index 19.34 28.19
After a 22.00% gain in 1998, the Mid-Cap Growth Fund rose a solid 23.78% in
1999, as shown in the table. This result exceeded the return of the unmanaged
S&P MidCap Index, but trailed the returns of the Russell Midcap Growth Index and
the fund's new peer group, the Lipper Mid-Cap Core Fund Index, as our weightings
in technology and Internet issues lagged these benchmarks. With this report, we
are introducing the fund's new Lipper category. Previously, Lipper Inc. assigned
a fund to a category based on its objective as outlined in its prospectus. The
new categories are based on the major characteristics of each fund's actual
portfolio holdings, such as market capitalization, price/earnings ratios and
other valuation measures, earnings growth rates, and so on. Since inception on
June 30, 1992, the fund has gained 395.76% (for an average annual return of
23.79%), versus 259.80% for the S&P MidCap Index. For the last five years, the
fund has delivered an average annual return of 25.75%, compared with 23.05% for
the S&P MidCap Index.
YEAR-END DISTRIBUTIONS
Your Board of Directors declared a $1.88 capital gain distribution, of which
$1.41 was long term. This was paid on December 16, 1999, to
1
<PAGE>
shareholders of record on December 14. You should have received your check or
statement reflecting it as well as Form 1099-DIV summarizing this information
for 1999 tax purposes.
MARKET ENVIRONMENT
As we began the 1990s, with the economy sputtering under the weight of high
unemployment, low consumer confidence, and a decline in the stock market, who
would have predicted that the decade would end with the longest economic
expansion in U.S. history? As we begin the new millennium, the economy appears
to be in nearly perfect condition: Economic growth remains robust, consumer
confidence is at record levels, and inflation is close to a 30-year low. But
amid the exuberance of our time, subtle harbingers of inflation give us pause.
Asian economies have begun to recover from their deep recessions, and European
growth is also accelerating. Energy prices rose sharply in 1999, as demand began
to increase. Since weak Asian demand and low energy prices had been viewed as
key underpinnings of the disinflationary environment in recent years, investors
sold bonds, causing long-term interest rates to rise from 5% to 6.5% during the
year. The Federal Reserve, trying to preempt a rise in inflation, increased
short-term interest rates three times -- in June, August, and November -- yet
still seems behind the curve.
... THE PRESS FAWNED OVER GENERATION X ENTREPRENEURS AND PILLORIED ICONS OF
VALUE INVESTING ...
While rising interest rates are not normally conducive to good stock market
performance, investor sentiment remained ebullient, especially toward technology
stocks, and Internet stocks in particular. Technology stocks more than doubled
during the year, and have now more than tripled from their lows of October 1998.
As if this performance were not remarkable enough, Internet stocks rose
considerably more. This was a very speculative market, in which stocks of
companies without earnings rose the most. Winners were clustered in the
technology, telecom, and biotech sectors, while stocks in other industries
generally declined for the year. In fact, more New York Stock Exchange stocks
fell than rose for the year, and the median NYSE stock fell 7.4%.
After five years of large-cap hegemony, small- and mid-cap stocks performed
comparably to large-cap stocks in 1999. However, the larger story was investment
style. Riding the technology tsunami, growth
2
<PAGE>
investment approaches at all capitalization levels trounced value investing,
delivering by some measures the largest-ever annual differential between the two
styles. Reflecting current investment performance, the press fawned over
Generation X entrepreneurs and pilloried icons of value investing such as Warren
Buffett.
PORTFOLIO REVIEW
Given the narrowness of the market's advance and the magnitude of the rally in
technology, telecom, and biotech stocks, it is not surprising that virtually
all of the fund's top contributors for both the last six months and the year
came from these three sectors. The top technology contributors in both periods
were PMC-Sierra, a leader in communications semiconductors, Analog Devices, a
leading semiconductor supplier specializing in analog-to-digital processors, and
SCI Systems, one of the top electronics suppliers to the computer and
telecommunications industries, which we bought at depressed prices last spring.
The two top contributors to performance for both the 6- and 12-month periods
were Western Wireless, a leading rural cellular service provider in the mountain
states that is posting strong revenue growth, and VoiceStream Wireless, an urban
wireless company that we believe is in the process of leveraging its regional
operation to become a much more valuable national wireless provider. Actually,
VoiceStream was spun off from Western Wireless in May 1999, so both stocks
originate from the same investment. The two stocks combined were up about
ninefold at year-end from our purchase price in the spring of 1998 and easily
comprise the best investment in the fund's history. The meteoric ascent of both
stocks reflects strong competitive positioning, outstanding management, and the
market's infatuation with wireless stocks.
The worst detractor to fund performance for the year was Network Associates, a
network security software company that fell well short of earnings expectations
after stumbling badly while integrating several acquisitions. We eliminated the
stock. The worst detriment to second half performance came from Warnaco Group, a
leading apparel company, which also posted disappointing earnings results. Many
of our worst contributors were health care service companies. Most experienced
disappointing earnings results. We tend to sell companies that
3
<PAGE>
miss our expectations over time. However, we added significantly to two health
care holdings on the worst contributors list -- Omnicare, an institutional
pharmacy provider, and AmeriSource Health, a drug distributor -- at prices we
believed to be very depressed. While both companies suffered unexpected
pressures on their businesses in 1999, in our opinion they are well managed and
their long-term growth prospects are little changed. We believe that, in
retrospect, the dramatic declines in both stocks will prove to have been gross
overreactions.
The fund remains well diversified across industry sectors. We have sold some of
our consumer stocks since midyear, and our technology weighting has increased,
mostly due to the sector's outperformance. Significant new holdings since our
last report include Hertz, the world's leading car rental company, Manpower, a
leader in staffing services, and TJX, an off-price retail chain whose best known
brands are T.J. Maxx and Marshalls.
INVESTMENT STRATEGY AND OUTLOOK
Though the Mid-Cap Growth Fund's absolute return of 23.78% was very respectable
(and more than we should expect for most years going forward), this was not as
strong a period in relation to our benchmarks as many others in the fund's
history. This was primarily attributable to our lack of emphasis on technology,
particularly in the high-flying Internet companies where we view valuations as
problematic. This fund has always invested in companies that, in our view, have
strong managements, proven business models, good financial characteristics, and
reasonable valuations. These companies were not generally rewarded in the stock
market in 1999.
- ----------------------
SECTOR DIVERSIFICATION
- --------------------------------------------------------------------------------
6/30/99 12/31/99
- --------------------------------------------------------------------------------
Financial 10% 9%
Health Care 12 13
Consumer 20 14
Technology 12 17
Business Services 31 31
Energy 3 4
Industrial 5 4
Reserves 7 8
- --------------------------------------------------------------------------------
Total 100% 100%
In the last year, we have seen a dramatic dichotomy develop in the market. On
one hand, the New Economy stocks, consisting of technology, telecommunications,
biotechnology, and especially Internet issues, were irrepressible. Hundreds of
companies came public with little or
4
<PAGE>
no revenues and scant prospects of earnings or positive cash flow for many
years, yet garnered fabulous valuations. It will be many years before we know
whether most of these new companies' business models work, and during that time,
they will be dependent on the capital markets to fund their losses. Day traders
drive many of these stocks, and their valuations are increasingly divorced from
reality. However, institutional investors have also joined the fray, following
the momentum of stock price performance. On the other hand, Old Economy stocks
have drifted, even though many of these companies continue to grow nicely,
generate strong cash flow, and sell at already modest valuations. Wall Street
views New Economy stocks as attractive at 20 times sales, but ignores Old
Economy stocks at 10 times earnings. In the mid-cap universe in 1999, the median
gain for 58 stocks with negative earnings was 34.3%; conversely, the median loss
for 804 stocks with real earnings was -10.3%. The best investment strategy in
1999 was to invest in companies that lose money.
It is conceivable that technology companies will continue to grow and maintain
extraordinary rates of growth for years to come -- but this would be
unprecedented. The technology sector is cyclical, and its structural dynamics
change rapidly. Many of today's darlings will be tomorrow's road kill.
Traditionally, failure rates have been highest in technology stocks. Investors
may be underestimating the difficulty these companies will have staying ahead of
the obsolescence curve.
The rapid innovation that is taking place is not good for incumbents, and may
not be good for investors, either, when the mania subsides. Let's look at recent
history. In the early 1980s, euphoria over the limitless potential of the
personal computer swept the market. Ultimately, the PC did change our lives, but
most of the stocks from that period failed miserably. In the early 1990s,
biotech stocks soared as investors dreamt of huge advances in medical
technology. Once again, the industry fulfilled much of its promise, but
investors suffered huge losses. In the nineteenth and early twentieth centuries,
similar waves of enthusiasm centered on exciting industries of the future, such
as railroads, electricity, and autos, and the pattern was eerily similar. The
lesson is clear: Most of today's upstarts will be unable to build enduring
companies or achieve profitability, but, for a few, the rewards will be
enormous.
Do not mistake us for Luddites. We own and use plenty of technology. The current
technology mania ultimately will be good for America. The deluge of capital
being lavished on the Internet sector is spurring
5
<PAGE>
tremendous technological innovation which, in turn, is pushing workplace
productivity to new levels and providing consumers with a panoply of new choices
that enhance many aspects of daily life. The technology sector's fundamentals
are outstanding. But what does one pay for a New Economy stock? Valuations based
on earnings and cash flows have been discarded; even price-to-revenue ratios are
giving way to the notion of price to market opportunity. In this environment,
stocks take on a life of their own, detached from any inherent value, moving in
whichever direction the momentum takes them. Who's to say a stock is worth $50,
or even $500? Prices are restrained only by the limits of imagination.
... STOCKS TAKE ON A LIFE OF THEIR OWN, DETACHED FROM ANY INHERENT VALUE ...
In the Mid-Cap Growth Fund, we are focused on identifying companies we believe
will be long-term beneficiaries of the Internet economy, and sprinkling new
names into the portfolio where we can justify their valuations. For example,
during the year we purchased Citrix Systems, a leader in Internet application
software, and Peregrine Systems, a provider of electronic infrastructure
management software. Recognizing that many Old Economy companies will be losers
in this fast-changing environment, we are working to identify and eliminate
holdings that will be negatively affected over the long run. Nevertheless, we
believe that one of the surprises of the new year may be that many Old Economy
companies, such as Circuit City Stores, with its new on-line shopping site, and
Sotheby's, with its on-line auction network, will successfully adapt their
business models to the Internet environment. If this were to narrow the
valuation chasm between the new and old economy stocks, watch out!
Moving beyond the Internet, we believe that earnings growth remains the key to
reestablishing mid-cap outperformance. The fact of the matter is that large U.S.
companies have grown their earnings at a faster rate than small- and mid-caps
over the last several years. This is a direct outgrowth, in our opinion, of a
revolution in American corporate management philosophy that emphasizes
efficiency, return on investment, and shareholder value. However, large-company
earnings have grown much faster than sales over this period, and the question
is, how long can this last? At some point, the higher internal growth of small-
and mid-cap companies will be recognized, probably as large-cap earnings
momentum begins to slow. Even though mid-cap stocks
6
<PAGE>
have recovered slightly from their record low relative valuations last April, we
believe they remain compelling in comparison with large-caps. We continue to
believe that the Mid-Cap Growth Fund remains well positioned to achieve
attractive returns over time.
Respectfully submitted,
/s/ Brian W.H. Berghuis
Brian W.H. Berghuis
President and Chairman of the Investment Advisory Committee
/s/ John F. Wakeman
John F. Wakeman
Executive Vice President
January 8, 2000
7
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
- --------------------
PORTFOLIO HIGHLIGHTS
- --------------------------------------------------------------------------------
TWENTY-FIVE LARGEST HOLDINGS
Percent of
Net Assets
12/31/99
- ------------------------------------------------------------------------------
VoiceStream Wireless 3.5%
Western Wireless 2.8
Analog Devices 2.2
SCI Systems 2.0
Circuit City Stores 2.0
- ------------------------------------------------------------------------------
NOVA 1.8
BJ Services 1.6
Affiliated Computer Service 1.5
Waddell & Reed Financial 1.5
Teva Pharmaceutical Industries 1.5
- ------------------------------------------------------------------------------
CIBER 1.4
MedImmune 1.3
BJ's Wholesale Club 1.3
Catalina Marketing 1.3
Whole Foods Market 1.2
- ------------------------------------------------------------------------------
U.S. Foodservice 1.2
Xilinx 1.2
Hertz 1.1
Novell 1.1
Smith International 1.1
- ------------------------------------------------------------------------------
Intuit 1.1
Jones Apparel Group 1.1
Synopsys 1.1
Wellpoint Health Networks 1.1
Viad 1.1
- ------------------------------------------------------------------------------
Total 38.1%
Note: Table excludes reserves.
8
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
- --------------------
PORTFOLIO HIGHLIGHTS
- --------------------------------------------------------------------------------
CONTRIBUTIONS TO THE CHANGE IN NET ASSET VALUE PER SHARE
6 Months Ended 12/31/99
Ten Best Contributors Ten Worst Contributors
- --------------------------------------------------------------------------------
VoiceStream Wireless 166 cents Warnaco Group -34 cents
Western Wireless 84 Galileo International 29
PMC-Sierra 44 Republic Services 29
Analog Devices 41 Ingram Micro ** 19
MedImmune 39 Covance ** 18
SCI Systems 36 AmeriSource Health 17
Omnipoint ** 29 Shopko Stores 17
Xilinx 26 United Rentals 16
Novell * 25 Henry Schein 16
Intuit 24 Total Renal Care Holdings ** 15
- --------------------------------------------------------------------------------
Total 514 cents Total -210 cents
12 Months Ended 12/31/99
Ten Best Contributors Ten Worst Contributors
- --------------------------------------------------------------------------------
VoiceStream Wireless 168 cents Network Associates ** -31 cents
Western Wireless 152 AmeriSource Health * 31
PMC-Sierra 69 Warnaco Group 31
SCI Systems * 63 Omnicare 31
Analog Devices 62 Romac International ** 29
Xilinx 52 Henry Schein 28
Omnipoint ** 50 Total Renal Care Holdings ** 27
BJ Services 47 Covance ** 26
MedImmune 46 Ingram Micro ** 20
Circuit City Stores 42 U.S. Foodservice 20
- --------------------------------------------------------------------------------
Total 751 cents Total -274 cents
*Position added
**Position eliminated
9
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
- ----------------------
PERFORMANCE COMPARISON
- --------------------------------------------------------------------------------
This chart shows the value of a hypothetical $10,000 investment in the fund over
the past 10 fiscal year periods or since inception (for funds lacking 10-year
records). The result is compared with benchmarks, which may include a
broad-based market index and a peer group average or index. Market indexes do
not include expenses, which are deducted from fund returns as well as mutual
fund averages and indexes.
MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
[GRAPH]
S&P MidCap Lipper Mid-Cap Mid-Cap
Index Core Fund Index Growth Fund
06/30/92 10,000 10,000 10,000
12/92 11,609 12,019 12,454
12/93 13,229 14,101 15,721
12/94 12,755 14,005 15,767
12/95 16,702 17,555 22,224
12/96 19,909 20,699 27,744
12/97 26,330 25,299 32,830
12/98 31,363 27,267 40,052
12/99 35,980 34,955 49,576
- ------------------------------------
AVERAGE ANNUAL COMPOUND TOTAL RETURN
- --------------------------------------------------------------------------------
This table shows how the fund would have performed each year if its actual (or
cumulative) returns for the periods shown had been earned at a constant rate.
Since Inception
Periods Ended 12/31/99 1 Year 3 Years 5 Years Inception Date
- --------------------------------------------------------------------------------
Mid-Cap Growth Fund 23.78% 21.35% 25.75% 23.79% 6/30/92
Investment return and principal value represent past performance and will vary.
Shares may be worth more or less at redemption than at original purchase.
10
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
- --------------------
FINANCIAL HIGHLIGHTS For a share outstanding throughout each period
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year
Ended
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE
Beginning of period $ 34.08 $ 28.60 $ 24.43 $ 20.13 $ 14.85
Investment activities
Net investment income (loss) (0.03) (0.03) (0.03) (0.01) --
Net realized and
unrealized gain (loss) 7.96 6.24 4.50 5.00 6.07
Total from
investment activities 7.93 6.21 4.47 4.99 6.07
Distributions
Net realized gain (1.88) (0.73) (0.30) (0.69) (0.79)
NET ASSET VALUE
End of period $ 40.13 $ 34.08 $ 28.60 $ 24.43 $ 20.13
------------------------------------------------------------------------
Ratios/Supplemental Data
Total return* 23.78% 22.00% 18.33% 24.84% 40.95%
Ratio of total expenses to
average net assets 0.87% 0.91% 0.95% 1.04% 1.25%
Ratio of net investment
income (loss) to average
net assets (0.09)% (0.14)% (0.14)% (0.11)% (0.01)%
Portfolio turnover rate 53.3% 46.7% 42.6% 38.1% 57.5%
Net assets, end of period
(in millions) $ 5,243 $ 3,310 $ 1,839 $ 1,021 $ 264
</TABLE>
* Total return reflects the rate that an investor would have earned on an
investment in the fund during each period, assuming reinvestment of all
distributions.
The accompanying notes are an integral part of these financial statements.
11
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
December 31, 1999
- ------------------------
PORTFOLIO OF INVESTMENTS Shares Value
- --------------------------------------------------------------------------------
In thousands
COMMON STOCKS 91.8%
FINANCIAL 9.4%
Bank and Trust 0.9%
First Tennessee National 475,000 $ 13,538
North Fork Bancorporation 2,000,000 35,000
48,538
Insurance 3.5%
ACE Limited 1,750,000 29,203
E.W. Blanch 450,000 27,563
MGIC Investment 700,000 42,131
Protective Life 1,225,000 38,970
Radian Group 900,000 42,975
180,842
Financial Services 5.0%
Capital One Financial 1,000,000 48,187
eSpeed (Class A) * 131,000 4,671
Federated Investors (Class B) 2,325,000 46,645
Heller Financial + 2,350,000 47,147
NextCard * 250,000 7,203
The CIT Group (Class A) 1,476,900 31,200
Waddell & Reed Financial (Class A) 1,475,000 40,009
Waddell & Reed Financial (Class B) 1,500,000 37,688
262,750
Total Financial 492,130
HEALTH CARE 12.8%
Pharmaceuticals 3.2%
Mylan Laboratories 1,750,000 44,078
Shire Pharmaceuticals ADR * 1,300,000 37,619
Teva Pharmaceutical Industries ADR 1,075,000 76,963
Watson Pharmaceuticals * 200,000 7,163
165,823
Biotechnology 4.9%
Affymetrix * 183,200 31,081
Biogen * 575,000 48,569
Gilead Sciences * 875,000 47,305
12
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
Shares Value
- --------------------------------------------------------------------------------
In thousands
MedImmune * 425,000 $ 70,470
QLT PhotoTherapeutics * 333,200 19,534
Sepracor * 377,800 37,544
------------
254,503
------------
Medical Instruments and Devices 2.6%
Millipore 1,200,000 46,350
Sybron International * 2,200,000 54,312
Waters * 710,000 37,630
------------
138,292
------------
Health Care Services 2.1%
Omnicare 4,475,000 53,700
Wellpoint Health Networks * 875,000 57,695
111,395
------------
Total Health Care 670,013
------------
CONSUMER 13.6%
Soft Goods Retailers 1.8%
Family Dollar Stores 3,000,000 48,938
TJX 2,250,000 45,984
------------
94,922
------------
Hard Goods Retailers 7.6%
BJ's Wholesale Club * 1,900,000 69,350
Borders Group * 1,300,000 20,881
Circuit City Stores 2,300,000 103,644
Consolidated Stores * 2,000,000 32,500
Costco Wholesale * 350,000 31,927
O'Reilly Automotive * 1,750,000 38,117
Shopko Stores * + 1,600,000 36,800
Whole Foods Market * + 1,400,000 64,662
------------
397,881
------------
Consumer Non-Durables 1.2%
Jones Apparel Group * 2,150,000 58,319
Warnaco Group (Class A) 600,000 7,387
------------
65,706
------------
Restaurants 0.8%
Outback Steakhouse * 1,550,000 40,300
------------
40,300
------------
Entertainment 1.8%
Premier Parks * 1,650,000 47,644
13
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
Shares Value
- --------------------------------------------------------------------------------
In thousands
Royal Caribbean Cruises 950,000 $ 46,847
------------
94,491
------------
Consumer Services 0.4%
Apollo Group (Class A) * 283,900 5,687
Sotheby's (Class A) 550,000 16,500
------------
22,187
------------
Total Consumer 715,487
------------
TECHNOLOGY 17.4%
Computer Software 4.2%
Citrix Systems * 225,000 27,668
Intuit * 975,000 58,409
Parametric Technology * 1,649,300 44,583
Peregrine Systems * 350,000 29,433
Synopsys * 875,000 58,269
------------
218,362
------------
Semiconductors & Components 7.8%
Analog Devices * 1,225,000 113,925
KLA-Tencor * 350,000 38,970
Lattice Semiconductor * 399,100 18,895
Maxim Integrated Products * 1,150,000 54,230
Molex (Class A) 1,100,000 49,500
PMC-Sierra * 310,000 49,687
Quantum * 1,450,000 21,931
Xilinx * 1,350,000 61,383
------------
408,521
------------
Networking and Telecom Equipment 1.8%
ADC Telecommunications * 480,973 34,886
Novell * 1,500,000 59,859
------------
94,745
------------
E-Commerce 1.0%
CNET * 175,000 9,920
EarthLink Network * 250,000 10,648
PSINet * 500,000 30,922
Safeguard Scientifics * 25,000 4,052
------------
55,542
------------
14
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- ------------------------------------------------------------------------------
Shares Value
- ------------------------------------------------------------------------------
In thousands
Hardware/Peripherals 2.6%
Sanmina * 300,000 $ 29,887
SCI Systems * 1,300,000 106,844
136,731
------------
Total Technology 913,901
------------
BUSINESS SERVICES 30.9%
Telecom Services 9.7%
Allegiance Telecom * 125,000 11,484
Charter Communications (Class A) * 1,475,000 32,266
Crown Castle International * 1,525,000 48,895
McLeod USA * 350,000 20,584
Pinnacle Holdings * 939,400 40,159
Rogers Communications * 1,000,000 24,750
Tritel * 110,000 3,486
Voicestream Wireless * 1,275,000 181,170
Western Wireless * 2,225,000 148,380
------------
511,174
------------
Computer Services 7.0%
Affiliated Computer Services (Class A) * 1,700,000 78,200
Ceridian * 2,250,000 48,516
Concord EFS * 442,700 11,386
Galileo International 1,500,000 44,906
National Data 1,350,000 45,816
NOVA * 3,000,000 94,687
SunGard Data Systems * 1,757,100 41,731
------------
365,242
------------
Distribution 3.3%
AmeriSource Health * + 3,000,000 45,563
Henry Schein * 1,000,000 13,219
MSC * 1,300,000 17,225
Tech Data * 1,250,000 33,945
U.S. Foodservice * 3,800,000 63,650
------------
173,602
------------
Transportation 0.7%
C.H. Robinson Worldwide 610,000 24,267
Expeditors International of Washington 248,600 10,845
------------
35,112
------------
15
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
Shares Value
- --------------------------------------------------------------------------------
In thousands
Media and Advertising 2.8%
Catalina Marketing * 567,000 $ 65,630
Infinity Broadcasting (Class A) * 1,300,000 47,044
Univision Communications * 325,000 33,211
------------
145,885
------------
Environmental 0.9%
Republic Services (Class A) * 3,500,000 50,312
------------
50,312
------------
Miscellaneous Business Services 6.0%
CIBER * 2,600,000 71,500
Hertz 1,200,000 60,150
Keane * 1,775,000 56,356
Manpower 1,300,000 48,912
Robert Half International * 725,000 20,708
Viad 2,025,000 56,447
------------
314,073
------------
Engineering and Construction 0.5%
Martin Marietta Materials 650,000 26,650
26,650
------------
Total Business Services 1,622,050
------------
ENERGY 4.3%
Energy Services 2.8%
BJ Services * 2,050,000 85,716
Smith International * 1,200,000 59,625
------------
145,341
------------
Exploration and Production 1.5%
Devon Energy 1,600,000 52,600
Ocean Energy * 3,250,000 25,187
------------
77,787
------------
Total Energy 223,128
------------
INDUSTRIAL 3.4%
Specialty Chemicals 0.5%
Great Lakes Chemical 700,000 26,731
------------
26,731
------------
16
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Value
- -------------------------------------------------------------------------------------------
In thousands
<S> <C> <C>
Machinery 2.9%
Danaher 800,000 $ 38,600
Pentair 1,400,000 53,900
Teleflex 994,500 31,140
United Rentals * 1,707,000 29,233
152,873
Total Industrial 179,604
Total Common Stocks (Cost $3,406,282) 4,816,313
SHORT-TERM INVESTMENTS 7.9%
Money Market Funds 7.9%
Government Reserve Investment Fund, 4.80% #+ 412,876,903 412,877
Total Short-Term Investments (Cost $412,877) 412,877
Total Investments in Securities
99.7% of Net Assets (Cost $3,819,159) $ 5,229,190
Other Assets Less Liabilities 14,290
NET ASSETS $ 5,243,480
------------
</TABLE>
# Seven-day yield
+ Affiliated company
* Non-income producing
ADR American Depository Receipt
The accompanying notes are an integral part of these financial statements.
17
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- -----------------------------------------------------------------------------
December 31, 1999
- -----------------------------------
STATEMENT OF ASSETS AND LIABILITIES
- -----------------------------------------------------------------------------
In thousands
Assets
Investments in securities, at value
Affiliated companies (cost $658,122) $ 607,049
Other companies (cost $3,161,037) 4,622,141
----------
Total investments in securities 5,229,190
Other assets 31,451
----------
Total assets 5,260,641
----------
Liabilities
Total liabilities 17,161
NET ASSETS $5,243,480
----------
Net Assets Consist of:
Accumulated net realized gain/loss - net of distributions $ 126,194
Net unrealized gain (loss) 1,410,031
Paid-in-capital applicable to 130,664,786 shares of
$0.01 par value capital stock outstanding;
1,000,000,000 shares authorized 3,707,255
NET ASSETS $5,243,480
----------
NET ASSET VALUE PER SHARE $ 40.13
----------
The accompanying notes are an integral part of these financial statements.
18
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
- -----------------------
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
In thousands
Year
Ended
12/31/99
Investment Income (Loss)
Income
Interest (including $18,426 from affiliated companies) $ 18,456
Dividend 13,337
---------
Total income 31,793
---------
Expenses
Investment management 27,412
Shareholder servicing 7,123
Prospectus and shareholder reports 361
Registration 344
Custody and accounting 209
Legal and audit 15
Directors 14
Miscellaneous 25
---------
Total expenses 35,503
Expenses paid indirectly (22)
---------
Net expenses 35,481
---------
Net investment income (loss) (3,688)
---------
Realized and Unrealized Gain (Loss)
Net realized gain (loss)
Securities 337,330
Futures (1,891)
Foreign currency transactions (8)
---------
Net realized gain (loss) 335,431
Change in net unrealized gain or loss on securities 631,785
---------
Net realized and unrealized gain (loss) 967,216
---------
INCREASE (DECREASE) IN NET
ASSETS FROM OPERATIONS $ 963,528
---------
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
- ----------------------------------
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
In thousands
Year
Ended
12/31/99 12/31/98
<S> <C> <C>
Increase (Decrease) in Net Assets
Operations
Net investment income (loss) $ (3,688) $ (3,371)
Net realized gain (loss) 335,431 78,308
Change in net unrealized gain or loss 631,785 418,865
----------------------------
Increase (decrease) in net assets from operations 963,528 493,802
----------------------------
Distributions to shareholders
Net realized gain (233,452) (68,042)
----------------------------
Capital share transactions*
Shares sold 2,030,839 1,717,440
Distributions reinvested 223,427 65,226
Shares redeemed (1,051,037) (736,903)
----------------------------
Increase (decrease) in net assets from capital
share transactions 1,203,229 1,045,763
----------------------------
NET ASSETS
Increase (decrease) during period 1,933,305 1,471,523
Beginning of period 3,310,175 1,838,652
----------------------------
End of period $ 5,243,480 $ 3,310,175
----------------------------
*Share information
Shares sold 56,953 55,088
Distributions reinvested 6,083 2,129
Shares redeemed (29,497) (24,377)
----------------------------
Increase (decrease) in shares outstanding 33,539 32,840
</TABLE>
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
December 31, 1999
- -----------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
T. Rowe Price Mid-Cap Growth Fund, Inc. (the fund) is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company and commenced operations on June 30, 1992.
The accompanying financial statements are prepared in accordance with generally
accepted accounting principles for the investment company industry; these
principles may require the use of estimates by fund management.
Valuation Equity securities listed or regularly traded on a securities exchange
are valued at the last quoted sales price on the day the valuations are made. A
security which is listed or traded on more than one exchange is valued at the
quotation on the exchange determined to be the primary market for such security.
Listed securities not traded on a particular day and securities regularly traded
in the over-the-counter market are valued at the mean of the latest bid and
asked prices. Other equity securities are valued at a price within the limits of
the latest bid and asked prices deemed by the Board of Directors, or by persons
delegated by the Board, best to reflect fair value.
Investments in mutual funds are valued at the closing net asset value per share
of the mutual fund on the day of valuation.
Assets and liabilities for which the above valuation procedures are
inappropriate or are deemed not to reflect fair value are stated at fair value
as determined in good faith by or under the supervision of the officers of the
fund, as authorized by the Board of Directors.
Affiliated Companies As defined by the Investment Company Act of 1940, an
affiliated company is one in which the fund owns at least 5% of the outstanding
voting securities.
Currency Translation Assets and liabilities are translated into U.S. dollars at
the prevailing exchange rate at the end of the reporting period. Purchases and
sales of securities and income and expenses are translated into U.S. dollars at
the prevailing exchange rate on the dates of such transactions. The effect of
changes in foreign exchange rates on realized and unrealized security gains and
losses is reflected as a component of such gains and losses.
21
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
Other Income and expenses are recorded on the accrual basis. Investment
transactions are accounted for on the trade date. Realized gains and losses are
reported on the identified cost basis. Dividend income and distributions to
shareholders are recorded by the fund on the ex-dividend date. Income and
capital gain distributions are determined in accordance with federal income tax
regulations and may differ from those determined in accordance with generally
accepted accounting principles. Expenses paid indirectly reflect credits earned
on daily uninvested cash balances at the custodian and are used to reduce the
fund's custody charges.
NOTE 2 - INVESTMENT TRANSACTIONS
Purchases and sales of portfolio securities, other than short-term securities,
aggregated $2,832,962,000 and $2,003,414,000, respectively, for the year ended
December 31, 1999.
NOTE 3 - FEDERAL INCOME TAXES
No provision for federal income taxes is required since the fund intends to
continue to qualify as a regulated investment company and distribute all of its
taxable income.
In order for the fund's capital accounts and distributions to shareholders to
reflect the tax character of certain transactions, the following
reclassifications were made during the year ended December 31, 1999. The results
of operations and net assets were not affected by the increases/(decreases) to
these accounts.
- --------------------------------------------------------------------------------
Undistributed net investment income $ 3,688,000
Undistributed net realized gain (3,688,000)
At December 31, 1999, the cost of investments for federal income tax purposes
was substantially the same as for financial reporting and totaled
$3,819,159,000. Net unrealized gain aggregated $1,410,031,000 at period-end, of
which $1,678,604,000 related to appreciated investments and $268,573,000 to
depreciated investments.
22
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
NOTE 4 - RELATED PARTY TRANSACTIONS
The investment management agreement between the fund and T. Rowe Price
Associates, Inc. (the manager) provides for an annual investment management fee,
of which $2,775,000 was payable at December 31, 1999. The fee is computed daily
and paid monthly, and consists of an individual fund fee equal to 0.35% of
average daily net assets and a group fee. The group fee is based on the combined
assets of certain mutual funds sponsored by the manager or Rowe Price-Fleming
International, Inc. (the group). The group fee rate ranges from 0.48% for the
first $1 billion of assets to 0.295% for assets in excess of $120 billion. At
December 31, 1999, and for the year then ended, the effective annual group fee
rate was 0.32%. The fund pays a pro-rata share of the group fee based on the
ratio of its net assets to those of the group.
In addition, the fund has entered into agreements with the manager and two
wholly owned subsidiaries of the manager, pursuant to which the fund receives
certain other services. The manager computes the daily share price and maintains
the financial records of the fund. T. Rowe Price Services, Inc. is the fund's
transfer and dividend disbursing agent and provides shareholder and
administrative services to the fund. T. Rowe Price Retirement Plan Services,
Inc. provides subaccounting and recordkeeping services for certain retirement
accounts invested in the fund. The fund incurred expenses pursuant to these
related party agreements totaling approximately $5,545,000 for the year ended
December 31, 1999, of which $532,000 was payable at period-end.
The fund may invest in the Reserve Investment Fund and Government Reserve
Investment Fund (collectively, the Reserve Funds), open-end management
investment companies managed by T. Rowe Price Associates, Inc. The Reserve Funds
are offered as cash management options only to mutual funds and other accounts
managed by T. Rowe Price and its affiliates and are not available to the public.
The Reserve Funds pay no investment management fees. Distributions from the
Reserve Funds to the fund for the year ended December 31, 1999, totaled
$18,426,000 and are reflected as interest income in the accompanying Statement
of Operations.
23
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
- ---------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Board of Directors and Shareholders of
T. Rowe Price Mid-Cap Growth Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of T. Rowe Price Mid-Cap Growth Fund,
Inc. (the "Fund") at December 31, 1999, and the results of its operations, the
changes in its net assets and the financial highlights for each of the fiscal
periods presented, in conformity with accounting principles generally accepted
in the United States. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the responsibility of the
Fund's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1999 by
correspondence with the custodian, provide a reasonable basis for the opinion
expressed above.
PricewaterhouseCoopers LLP
Baltimore, Maryland
January 20, 2000
24
<PAGE>
T. ROWE PRICE MID-CAP GROWTH FUND
- --------------------------------------------------------------------------------
- -----------------------------------------------------------
TAX INFORMATION (UNAUDITED) FOR THE TAX YEAR ENDED 12/31/99
- --------------------------------------------------------------------------------
We are providing this information as required by the Internal Revenue Code. The
amounts shown may differ from those elsewhere in this report because of
differences between tax and financial reporting requirements.
The fund's distributions to shareholders included:
. $58,364,000 from short-term capital gains,
. $175,088,000 from long-term capital gains, subject to the 20% rate gains
category.
For corporate shareholders, $12,051,000 of the fund's distributed income and
short-term capital gains qualified for the dividends-received deduction.
25
<PAGE>
T. ROWE PRICE SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------
INVESTMENT SERVICES AND INFORMATION
Knowledgeable Service Representatives
By Phone 1-800-225-5132 Available Monday through Friday from 8 a.m. to 10 p.m.
ET and weekends from 8:30 a.m. to 5 p.m. ET.
In Person Available in T. Rowe Price Investor Centers.
Account Services
Checking Available on most fixed income funds ($500 minimum).
Automatic Investing From your bank account or paycheck.
Automatic Withdrawal Scheduled, automatic redemptions.
Distribution Options Reinvest all, some, or none of your distributions.
Automated 24-Hour Services Including Tele*Access(R) and the T. Rowe Price Web
site on the Internet. Address: www.troweprice.com
Brokerage services*
Individual Investments Stocks, bonds, options, precious metals, and other
securities at a savings over full-service commission rates. **
Investment Information
Combined Statement Overview of all your accounts with T. Rowe Price.
Shareholder Reports Fund managers' reviews of their strategies and results.
T. Rowe Price Report Quarterly investment newsletter discussing markets and
financial strategies.
Performance Update 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 Guide to International Investing, Personal Strategy Planner,
Retirees Financial Guide, and Retirement Planning Kit.
* T. Rowe Price Brokerage is a division of T. Rowe Price Investment Services,
Inc., Member NASD/SIPC.
** Based on a September 1999 survey for representative-assisted stock trades.
Services vary by firm, and commissions may vary depending on size of order.
26
<PAGE>
T. ROWE PRICE MUTUAL FUNDS
- --------------------------------------------------------------------------------
STOCK FUNDS
Domestic
Blue Chip Growth
Capital Appreciation
Capital Opportunity
Diversified Small-Cap Growth
Dividend Growth
Equity Income
Equity Index 500
Extended Equity Market Index
Financial Services
Growth & Income
Growth Stock
Health Sciences
Media & Telecommunications
Mid-Cap Growth
Mid-Cap Value
New America Growth
New Era
New Horizons*
Real Estate
Science & Technology
Small-Cap Stock
Small-Cap Value
Spectrum Growth
Tax-Efficient Growth
Total Equity Market Index Value
International/Global
Emerging Markets Stock
European Stock
Global Stock
International Discovery
International Growth & Income
International Stock
Japan
Latin America
New Asia
Spectrum International
BOND FUNDS
Domestic Taxable
Corporate Income
GNMA
High Yield
New Income
Short-Term Bond
Short-Term U.S. Government
Spectrum Income
Summit GNMA
Summit Limited-Term Bond
U.S. Treasury Intermediate
U.S. Treasury Long-Term
Domestic Tax-Free
California Tax-Free Bond
Florida Intermediate Tax-Free
Georgia Tax-Free Bond
Maryland Short-Term Tax-Free Bond
Maryland Tax-Free Bond
New Jersey Tax-Free Bond
New York Tax-Free Bond
Summit Municipal Income
Summit Municipal Intermediate
Tax-Free High Yield
Tax-Free Income
Tax-Free Intermediate Bond
Tax-Free Short-Intermediate
Virginia Short-Term
Tax-Free Bond
Virginia Tax-Free Bond
International/Global
Emerging Markets Bond
Global Bond
International Bond
MONEY MARKET FUNDS+
Taxable
Prime Reserve
Summit Cash Reserves
U.S. Treasury Money
Tax-Free
California Tax-Free Money
New York Tax-Free Money
Summit Municipal
Money Market
Tax-Exempt Money
BLENDED ASSET FUNDS
Balanced
Personal Strategy Balanced
Personal Strategy Growth
Personal Strategy Income
Tax-Efficient Balanced
T. ROWE PRICE NO-LOAD
VARIABLE ANNUITY
Equity Income Portfolio
International Stock Portfolio
Limited-Term Bond Portfolio
Mid-Cap Growth Portfolio
New America Growth Portfolio
Personal Strategy Balanced Portfolio
Prime Reserve Portfolio
* Closed to new investors.
+ Investments in the funds are not insured or guaranteed by the FDIC or any
other government agency. Although the funds seek to preserve the value of
your investment at $1.00 per share, it is possible to lose money by
investing in the funds.
Please call for a prospectus. Read it carefully before investing.
The T. Rowe Price No-Load Variable Annuity [#V6021] is issued by Security
Benefit Life Insurance Company. In New York, it [#FSB201(11-96)] is issued by
First Security Benefit Life Insurance Company of New York, White Plains, NY. T.
Rowe Price refers to the underlying portfolios' investment managers and the
distributors, T. Rowe Price Investment Services, Inc.; T. Rowe Price Insurance
Agency, Inc.; and T. Rowe Price Insurance Agency of Texas, Inc. The Security
Benefit Group of Companies and the T. Rowe Price companies are not affiliated.
The variable annuity may not be available in all states. The contract has
limitations. Call a representative for costs and complete details of the
coverage.
27
<PAGE>
T. ROWE PRICE ADVISORY SERVICES AND RETIREMENT RESOURCES
- --------------------------------------------------------------------------------
ADVISORY SERVICES,RETIREMENT RESOURCES
T. Rowe Price is your full-service retirement specialist. We have developed
unique advisory services that can help you meet the most difficult retirement
challenges. Our broad array of retirement plans is suitable for individuals, the
self-employed, small businesses, corporations, and nonprofit organizations. We
also provide recordkeeping, communications, and investment management services,
and our educational materials, self-help planning guides, and software tools are
recognized as among the industry's best. For information or to request
literature, call us at 1-800-638-5660, or visit our Web site at
www.troweprice.com.
ADVISORY SERVICES
T. Rowe Price Retirement Income Manager(SM) helps retirees or those within two
years of retirement determine how much income they can take in retirement. The
program uses extensive statistical analysis and the input of financial planning
professionals to suggest an income plan that best meets your objectives.
T. Rowe Price Rollover Investment Service offers asset allocation advice to
those planning a major change in their qualified retirement plans, such as a
401(k) rollover from a previous employer or an IRA transfer.
RETIREMENT RESOURCES AT T. ROWE PRICE
Traditional, Roth, and Rollover IRAs
SEP-IRA and SIMPLE IRA
Profit Sharing
Money Purchase Pension
"Paired" Plans (Money Purchase Pension and Profit Sharing Plans)
401(k) and 403(b)
457 Deferred Compensation
Planning and Informational Guides
Minimum Required Distributions Guide
Retirement Planning Kit
Retirees Financial Guide
Tax Considerations for Investors
Insights Reports
The Challenge of Preparing for Retirement
Financial Planning After Retirement
The Roth IRA: A Review
Software Packages
T. Rowe Price Retirement Planning
Analyzer(TM) CD-ROM or diskette $19.95.
To order, please call
1-800-541-5760. Also available
on the Internet for $9.95.
T. Rowe Price Variable Annuity Analyzer(TM)
CD-ROM or diskette, free. To order,
please call 1-800-469-5304.
T. Rowe Price Immediate Variable
Annuity (Income Account)
Investment Kits
We will be happy to send you one of our easy-to-follow investment kits when you
are ready to invest in any T. Rowe Price retirement vehicle, including IRAs,
qualified plans, small-business plans, or our no-load variable annuities.
28
<PAGE>
T. ROWE PRICE INSIGHTS REPORTS
- --------------------------------------------------------------------------------
THE FUNDAMENTALS OF INVESTING
Whether you are unsure how to get started or are saving for a specific goal,
such as retirement or college, the T. Rowe Price Insights series can help you
make informed investment decisions. These reports, written in plain English
about fundamental investment topics, can be useful at every stage of your
investment journey. They cover a range of topics, from the basic, such as
getting started with mutual funds, to the more advanced, such as managing risk
through diversification or buying individual securities through a broker. To
request one or more Insights, call us at 1-800-638-5660.
INSIGHTS REPORTS
General Information
The ABCs of Giving
Back to Basics: The ABCs of Investing
The Challenge of Preparing for Retirement
Financial Planning After Retirement
Getting Started: Investing With Mutual Funds
The Roth IRA: A Review
Tax Information for Mutual Fund Investors
Investment Strategies
Conservative Stock Investing
Dollar Cost Averaging
Equity Index Investing
Growth Stock Investing
Investing for Higher Yield
Managing Risk Through Diversification
The Power of Compounding
Value Investing
Types of Securities
The Basics of International Stock Investing
The Basics of Tax-Free Investing
The Fundamentals of Fixed Income Investing
Global Bond Investing
Investing in Common Stocks
Investing in Emerging Growth Stocks
Investing in Financial Services Stocks
Investing in Health Care Stocks
Investing in High-Yield Municipal Bonds
Investing in Money Market Securities
Investing in Mortgage-Backed Securities
Investing in Natural Resource Stocks
Investing in Science and Technology Stocks
Investing in Small-Company Stocks
Understanding Derivatives
Understanding High-Yield "Junk" Bonds
Brokerage Insights
Combining Individual Securities With Mutual Funds
Getting Started: An Introduction to Individual Securities
What You Should Know About Bonds
What You Should Know About Margin and Short-Selling
What You Should Know About Options
What You Should Know About Stocks
T.Rowe Price Insights are also available for reading or downloading on the
Internet at www.troweprice.com.
29
<PAGE>
For fund and account information or to conduct transactions, 24 hours, 7 days a
week By touch-tone telephone Tele*Access 1-800-638-2587 By Account Access on the
Internet www.troweprice.com/access
For assistance with your existing fund account, call: Shareholder Service Center
1-800-225-5132
To open a brokerage account or obtain information, call: 1-800-638-5660
Internet address:
www.troweprice.com
Plan Account Lines for retirement plan participants:
The appropriate 800 number appears on your retirement account statement.
T. Rowe Price Associates
100 East Pratt Street
Baltimore, Maryland 21202
This report is authorized for distribution only to shareholders and to others
who have received a copy of the prospectus appropriate
to the fund or funds covered in this report.
Walk-In Investor Centers:
For directions, call 1-800-225-5132
or visit our Web site
Baltimore Area
Downtown
101 East Lombard Street
Owings Mills
Three Financial Center
4515 Painters Mill Road
Boston Area
386 Washington Street
Wellesley
Colorado Springs
4410 ArrowsWest Drive
Los Angeles Area
Warner Center
21800 Oxnard Street, Suite 270
Woodland Hills
Tampa
4200 West Cypress Street
10th Floor
Washington, D.C.
900 17th Street N.W.
Farragut Square
[LOGO OF T. ROWE PRICE]
T. Rowe Price Investment Services, Inc., Distributor. F64-050 12/31/99
