T ROWE PRICE SUMMIT FUNDS INC
497, 2000-03-02
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<PAGE>

PROSPECTUS
                                                                   March 1, 2000
T. ROWE PRICE


Summit Funds -Taxable Income


 Money market, corporate bond, and government mortgage funds for investors
 seeking income.
 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.
TROWEPRICELOGO
<PAGE>

T. Rowe Price Summit Funds, Inc.
  T. Rowe Price Summit Cash Reserves Fund
  T. Rowe Price Summit Limited-Term Bond Fund
  T. Rowe Price Summit GNMA Fund
Prospectus

March 1, 2000

<TABLE>
<CAPTION>
<S>      <C>  <C>                                       <C>
1             ABOUT THE FUNDS
              Objective, Strategy, Risks, and Expenses      1
              -----------------------------------------------
              Other Information About the Funds             8
              -----------------------------------------------
              Some Basics of Fixed Income Investing         9
              -----------------------------------------------

2             ABOUT YOUR ACCOUNT
              Pricing Shares and Receiving                 12
              Sale Proceeds
              -----------------------------------------------
              Distributions and Taxes                      13
              -----------------------------------------------
              Transaction Procedures and                   15
              Special Requirements
              -----------------------------------------------

3             MORE ABOUT THE FUNDS
              Organization and Management                  19
              -----------------------------------------------
              Understanding Performance Information        20
              -----------------------------------------------
              Investment Policies and Practices            22
              -----------------------------------------------
              Financial Highlights                         32
              -----------------------------------------------

4             INVESTING WITH T. ROWE PRICE
              Account Requirements                         35
              and Transaction Information
              -----------------------------------------------
              Opening a New Account                        35
              -----------------------------------------------
              Purchasing Additional Shares                 37
              -----------------------------------------------
              Exchanging and Redeeming                     37
              -----------------------------------------------
              Rights Reserved by the Funds                 39
              -----------------------------------------------
              Information About Your Services              40
              -----------------------------------------------
              T. Rowe Price Brokerage                      42
              -----------------------------------------------
              Investment Information                       43
              -----------------------------------------------
</TABLE>




 Founded in 1937 by the late Thomas Rowe Price, Jr., T. Rowe Price Associates,
Inc., and its affiliates managed $179.9 billion for more than eight million
individual and institutional investor accounts as of December 31, 1999.
 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.
<PAGE>

 ABOUT THE FUNDS
 OBJECTIVE, STRATEGY, RISKS, AND EXPENSES
 ----------------------------------------------------------
   To help you decide whether these funds are appropriate for you, this section
   reviews their major characteristics.


 What is each fund's objective?

   Cash Reserves Fund  The fund seeks preservation of capital and liquidity and,
   consistent with these, the highest possible current income.

   Limited-Term Bond Fund  The fund seeks a high level of income consistent with
   moderate fluctuations in principal value.

   GNMA Fund  The fund seeks a high level of income and maximum credit
   protection by investing at least 65% of total assets in GNMA securities
   backed by the full faith and credit of the U.S. government.


 What is each fund's principal investment strategy?

   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.

   Limited-Term Bond Fund  The fund invests at least 65% of total assets in
   short- and intermediate-term bonds. There are no maturity limitations on
   individual securities purchased, but the fund's average effective maturity
   (discussed later in this section) will not exceed five years. Targeting
   effective maturity provides additional flexibility in portfolio management
   but, all else being equal, could result in higher volatility than would be
   true of a fund targeting a stated maturity or maturity range.

   At least 90% of the fund's portfolio will consist of investment-grade
   securities rated in the four highest credit categories (AAA, AA, A, BBB) by
   at least one national rating agency or, if unrated, that have received the T.
   Rowe Price equivalent. In an effort to enhance yield, up to 10% of assets can
   be invested in below-investment-grade securities, commonly referred to as
   "junk" bonds, including
<PAGE>


T. ROWE PRICE                                 2
   those with the lowest rating. The fund's holdings may include mortgage-backed
   securities, derivatives, and foreign investments. The fund's income level
   should be higher than the money fund's, but its share price will vary.

   Within this broad structure, investment decisions reflect the manager's
   outlook for interest rates and the economy as well as the prices and yields
   of the various securities. For example, if rates are expected to fall, the
   manager may seek longer-term securities (within the fund's program) that
   would provide higher yields and appreciation potential. And if, for instance,
   the economic outlook is positive, the manager may take advantage of the 10%
   "basket" for noninvestment-grade bonds.

   GNMA Fund  We will invest at least 65% of total assets 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 in any way to the price
   of GNMA securities or the fund's share price, both of which will fluctuate
   with market conditions.

   Up to 35% of assets can be invested in other types of high-quality securities
   (AAA or AA), which are not guaranteed by the U.S. government, such as
   privately issued mortgage securities and corporate bonds. The fund may also
   purchase derivatives. The fund's effective maturity generally will vary
   between three and 12 years and will be influenced by principal prepayments of
   GNMA and other mortgage-backed securities.

   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, the manager may purchase mortgage securities
   expected to have below-average prepayment rates and may also purchase
   Treasury notes or bonds, which may appreciate in that environment.
<PAGE>


MORE ABOUT THE FUNDS                          3

<TABLE>
 Table 1  Differences Among Funds
<CAPTION>
 <S>                             <C>                     <C>        <C>                 <C>                <S>
                                  Credit-Quality                     Expected Share      Expected Average
  Fund                            Categories              Income     Price Fluctuation   Maturity
  Cash Reserves                   Two highest short       Lowest     Stable              90 days or less
                                  term
                                 --------------------------------------------------------------------------
  Limited-Term Bond               Primarily four          Moderate   Moderate            1 to 5 years
                                  highest
                                 --------------------------------------------------------------------------
  GNMA                            Two highest             Highest    Higher              3 to 12 years
 ---------------------------------------------------------------------------------------------------------------
</TABLE>


   Each fund may sell holdings for a variety of reasons, such as to adjust a
   portfolio's average maturity or quality, or to shift assets into
   higher-yielding securities.

  . 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?


   Cash Reserves Fund

   Since money market funds are managed to maintain a constant $1.00 share
   price, they should have little risk of principal loss. However, there is no
   assurance the fund will avoid principal losses if fund holdings default or
   are downgraded or interest rates rise sharply in an unusually short period.
   In addition, the fund's yield will vary; it is not fixed for a specific
   period like the yield on a bank certificate of deposit. This should be an
   advantage when interest rates are rising but not when rates are falling. An
   investment in the fund is not insured or guaranteed by the Federal Deposit
   Insurance Corporation (FDIC) or any other government agency. Although the
   fund seeks to preserve the value of your investment at $1.00 per share, it is
   possible to lose money by investing in the fund.

   GNMA and Limited-Term Bond Funds
  . Interest rate risk  This is the decline in bond prices that accompanies a
   rise in the overall level of interest rates as shown in Table 4 in this
   section. It is the major source of risk for investors in these funds.
   However, because short-term bonds are less sensitive to interest rate
   increases or decreases than longer-term bonds, price volatility for the
   Limited-Term Bond Fund is expected to be relatively modest. Interest rate
   risk will also be greater for the GNMA Fund to the extent it invests in the
   forward market.

  . Credit risk  This is the chance that any of the funds' holdings will have
   its credit rating downgraded or will default (fail to make scheduled interest
   or principal payments), potentially reducing the fund's income level and
   share price. While the Limited-Term Bond Fund's overall credit quality is
   high, its medium-quality securities are more susceptible to adverse economic
   conditions. The fund's investments in junk bonds should be regarded as
   speculative, as should some of its BBB securities. The GNMA Fund's exposure
   to credit risk is significantly less
<PAGE>


T. ROWE PRICE                                 4
   since the fund invests primarily in GNMAs, which are backed by the full faith
   and credit of the U.S. government.  The remaining 35% of assets are high
   quality but not necessarily government backed.

  . The funds may continue to hold a security that has been downgraded after
   purchase.

  . Prepayment risk and extension risk  Because each fund can invest in
   mortgage-backed securities, it has special risks related to changing interest
   rates. These risks should generally be more pronounced for the GNMA Fund. A
   mortgage-backed bond, unlike most other bonds, can be hurt when interest
   rates fall, because homeowners tend to refinance and prepay principal. The
   loss of high-yielding underlying mortgages and the reinvestment of proceeds
   at lower interest rates can reduce the bond's potential price gain as rates
   fall, can reduce the bond's yield, or even cause the bond's price to fall
   below what an investor paid for it, resulting in a capital loss. Any of these
   developments could cause a decrease in the fund's income, share price, or
   total return.

   Extension risk refers to a rise in interest rates that causes a fund's
   average maturity to lengthen unexpectedly due to a drop in mortgage
   prepayments. This would increase the fund's sensitivity to rising rates and
   its potential for price declines.

  . Derivatives risk  Shareholders are also exposed to the possibility that our
   investments in these complex and volatile instruments could affect each
   fund's share price. In addition to CMOs and better-known instruments such as
   futures, other derivatives used in limited fashion by the funds include
   interest-only (IO) and principal-only (PO) securities known as "strips." The
   value of these instruments is derived from an underlying pool of
   mortgage-backed securities or a CMO. All these instruments can be highly
   volatile, and their value can fall dramatically in response to rapid or
   unexpected changes in the mortgage or interest rate environment.

   Cash Reserves and Limited-Term Bond Funds
  . Foreign investing risk  To the extent each fund holds foreign bonds, it will
   be subject to special risks whether the bonds are denominated in U.S. dollars
   or foreign currencies. These risks include potentially adverse political and
   economic developments overseas, greater volatility, lower liquidity, and the
   possibility that foreign currencies will decline against the dollar, lowering
   the value of securities denominated in those currencies and possibly the
   fund's share price. Currency risk affects each fund primarily to the extent
   that it holds nondollar foreign bonds.

   As with any mutual fund, there can be no guarantee the funds will achieve
   their objectives.
<PAGE>


MORE ABOUT THE FUNDS                          5
  . The yield of each fund will fluctuate with changing market conditions and
   interest rate levels. The bond funds'  share prices will fluctuate as
   interest rates change, 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. These funds may be appropriate for you if you seek
   higher yields for the fixed income portion of your portfolio and can meet the
   funds' $25,000 initial purchase requirement. Use the table entitled
   Differences Among Funds, which summarizes each fund's main characteristics,
   to help choose a fund (or funds) for your particular needs. For example, only
   the money fund is designed to provide principal stability, which makes it a
   good choice for you if the stability and accessibility of your investment are
   more important than the opportunity for higher income or total return.
   However, if you are investing for the highest possible income and can
   tolerate some price fluctuation, you should consider a longer-term bond fund.
   The funds may be used for both regular and tax-deferred accounts, such as
   IRAs.

  . The bond funds should not represent your complete investment program or be
   used for short-term trading purposes.


 How has each fund performed in the past?

   The bar charts showing calendar year returns and the average annual total
   return table indicate risk by illustrating how much returns can differ from
   one year to the next and over time. Fund past performance is no guarantee of
   future returns.

   The funds can also experience short-term performance swings, as shown by the
   best and worst calendar quarter returns during the years depicted in the
   charts.
<PAGE>


T. ROWE PRICE                                 6
<TABLE>
<CAPTION>
 <S>                          <C>
 LOGO                         LOGO

 LOGO

</TABLE>



<PAGE>


MORE ABOUT THE FUNDS                          7
<TABLE>
 Table 2  Average Annual Total Returns
<CAPTION>
                                            Periods ended
                                          December 31, 1999
                                          Shorter of 10 years
                         1 year  5 years  or since inception    Inception date
 ------------------------
 <S>                     <C>     <C>      <C>                  <S>
  Cash Reserves Fund      4.94%   5.30%          5.02%             10/29/93
  Lipper Money Market
  Funds Average           4.49    4.95          4.70/a/

  Limited-Term Bond
  Fund                    1.07    5.81           4.49              10/29/93
  Merrill Lynch 1-5
  Year Corporate
  Government Bond Index   2.19    6.86          5.47/a/
  Lipper
  Short-Intermediate
  Investment
  Grade Debt Funds
  Average                 0.89    6.23          4.69/a/

  GNMA Fund              -0.26    7.35           5.76              10/29/93
  Salomon GNMA Index      2.01    8.02          6.33/a/
  Lipper GNMA Funds       0.11    7.02          5.33/a/
  Average
 ------------------------------------------------------------------------------
</TABLE>


 These figures include changes in principal value, reinvested dividends, and
 capital gain distributions, if any. The fund's $1.00 share price is not
 guaranteed. /a/ Since 10/31/93.


 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. Like all mutual funds, each fund charges the following:

   Each T. Rowe Price Summit Fund has a single, all-inclusive fee covering
   investment management and operating expenses. This fee will not fluctuate. In
   contrast, most mutual funds have a fixed management fee plus a fee for
   operating expenses that varies according to a number of other factors.


<TABLE>
 Table 3  Fees and Expenses of the Funds
<CAPTION>
                                                      Annual fund operating expenses
                                               (expenses that are deducted from fund assets)
                                                                              Total annual fund
 Fund                                   Management fee /a/  Other expenses  operating expenses /a/
 ---------------------------------------
 <S>                                    <C>                 <C>             <C>                     <S>

  Cash Reserves                               0.45%             0.00%               0.45%
                                        ------------------------------------------------------------
  Limited-Term Bond                            0.55              0.00                0.55
                                        ------------------------------------------------------------
  GNMA                                         0.60              0.00                0.60
 --------------------------------------------------------------------------------------------------------
</TABLE>


 /a/       The management fee includes operating expenses.
<PAGE>


T. ROWE PRICE                                 8
   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 shows how much 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>       <S>
  Cash Reserves       $46     $144     $252      $567
                     ------------------------------------
  Limited-Term Bond    56      176      307       689
                     ------------------------------------
  GNMA                 61      192      335       750
 -------------------------------------------------------------
</TABLE>




 OTHER INFORMATION ABOUT THE FUNDS
 ----------------------------------------------------------

 What are the funds' potential rewards?

  . Cash Reserves Fund offers a relatively secure, liquid investment for money
   you may need for occasional or unexpected expenses and for money awaiting
   investment in longer-term bond or stock funds. In addition to preserving
   capital, the fund seeks to provide the highest possible income available from
   low-risk, short-term securities.

  . Limited-Term Bond Fund's income level should generally be above that of a
   money market fund, but less than that of a long-term bond fund. Its share
   price should fluctuate less than a longer-term bond fund. The manager seeks
   to adjust the fund's weighted average maturity to increase total returns when
   interest rates fall and to minimize the effects of rising rates.

  . GNMA Fund's emphasis on mortgage-backed bonds is designed to offer higher
   income than is available from U.S. Treasury securities without any decrease
   in credit quality. In addition, when interest rates rise, GNMAs may have
   better overall returns than Treasury and corporate issues, although they may
   not do as well when rates decline.


 How do the Summit Funds achieve their low-cost advantage?

   The advantage reflects their more favorable ratio of expenses to assets. The
   $25,000 initial purchase requirement means that the average account balance
   in each Summit Fund is high. Since shareholder recordkeeping costs - a
   substantial portion of fund expenses - are basically the same for all sizes
   of accounts, a fund with larger account balances can spread the expenses over
   more investment dollars, achieving a low overall expense ratio. Expenses are
   deducted from fund assets before dividends are paid so lower costs result in
   higher dividends for Summit Fund shareholders.
<PAGE>


MORE ABOUT THE FUNDS                          9
 How does the portfolio manager try to reduce risk?

   Consistent with each fund's objective, the portfolio manager uses various
   tools to try to reduce risk and increase total return, including:

  . Diversification of assets to reduce the impact of a single holding or sector
   on a fund's net asset value.

  . Thorough credit research by our own analysts.

  . Adjustment of fund duration-a concept related to maturity-to try to reduce
   the drop in price when interest rates rise or to benefit from the rise in
   price when rates fall. Duration, which indicates a fund's price sensitivity
   to interest rate changes, is explained later in this section.


 Is there other information I can review before making a decision?

   Investment Policies and Practices in Section 3 discusses various types of
   portfolio securities the funds may purchase as well as types of management
   practices the funds may use.



 SOME BASICS OF FIXED INCOME INVESTING
 ----------------------------------------------------------

 Is a fund's yield fixed or will it vary?

   It will vary. The yield is calculated every day by dividing a fund's net
   income per share, expressed at annual rates, by the share price. Since both
   income and share price will fluctuate, a fund's yield will also vary.
   (Although money fund prices are stable, income is variable.)


 Is yield the same as total return?

   Not for bond funds. The total return reported for a fund is the result of
   reinvested distributions (income and capital gains) and the change in share
   price for a given time period. Income is always a positive contributor to
   total return and can enhance a rise in share price or serve as an offset to a
   drop in share price. Since money funds are managed to maintain a stable share
   price, their yield and total return should be the same.


 What is credit quality and how does it affect yield?

   Credit quality refers to a bond issuer's expected ability to make all
   required interest and principal payments on time. Because highly rated
   issuers represent less risk, they can borrow at lower interest rates than
   less creditworthy issuers. Therefore, a fund investing in high-quality
   securities should have a lower yield than an otherwise comparable fund
   investing in lower-quality securities.
<PAGE>


T. ROWE PRICE                                 10
 What is meant by a bond fund's maturity?

   Every bond has a stated maturity date when the issuer must repay the bond's
   entire principal value to the investor. However, many bonds are "callable,"
   meaning their principal can be repaid earlier, on or after specified call
   dates. Bonds are most likely to be called when interest rates are falling
   because the issuer can refinance at a lower rate, just as a homeowner
   refinances a mortgage. In that environment, a bond's "effective maturity" is
   usually its nearest call date. For example, the rate at which homeowners pay
   down their mortgage principal determines the effective maturity of
   mortgage-backed bonds.

   A bond mutual fund has no real maturity, but it does have a weighted average
   maturity and a weighted average effective maturity. This number is an average
   of the stated or effective maturities of the underlying bonds, with each
   bond's maturity "weighted" by the percentage of fund assets it represents.
   Some funds target effective maturities rather than stated maturities when
   computing the average. This provides additional flexibility in portfolio
   management.


 What is meant by a bond fund's duration?

   Duration is a calculation that seeks to measure the price sensitivity of a
   bond or a bond fund to changes in interest rates. It is expressed in years,
   like maturity, but it is a better indicator of price sensitivity than
   maturity because it takes into account the time value of cash flows generated
   over the bond's life. Future interest and principal payments are discounted
   to reflect their present value and then are multiplied by the number of years
   they will be received to produce a value expressed in years - the duration.
   "Effective" duration takes into account call features and sinking fund
   payments that may shorten a bond's life.

   Since duration can also be computed for bond funds, you can estimate the
   effect of interest rates on share price by multiplying fund duration by an
   expected change in interest rates. For example, the price of a bond fund with
   a duration of five years would be expected to fall approximately 5% if rates
   rose by one percentage point. (T. Rowe Price bond fund shareholder reports
   show duration.)


 How is a bond's price affected by changes in interest rates?

   When interest rates rise, a bond's price usually falls, and vice versa. In
   general, the longer a bond's maturity, the greater the price increase or
   decrease in response to a given change in rates, as shown in Table 4.
<PAGE>


MORE ABOUT THE FUNDS                          11
<TABLE>
 Table 4  How Interest Rates May Affect Bond Prices
<CAPTION>
                                                                     Price per $1,000 of bond face value if interest rates:
  Bond maturity                                     Coupon                         Increase                             Decrease
                                                                     1 point                     2 points              1 point     2
                                                                                                                                 poi
 <S>                                               <C>      <C>                         <C>                          <C>           <

  1 year                                            5.95%              $990                        $981                 $1,010   $1,
  5 years                                           6.31                959                         920                  1,043    1,
  10 years                                          6.41                930                         867                  1,076    1,
  30 years                                          6.46                881                         783                  1,147    1,
 -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


 The table reflects yields on Treasury securities as of December 31, 1999. The
 table may not be as representative of price changes for other types of bonds,
 including mortgage-backed securities, because of prepayments. This is an
 illustration and does not represent expected yields or share price changes of
 any T. Rowe Price fund.

   Since the average effective maturity of bonds held by the Limited-Term Bond
   Fund is expected to be no more than five years, the fund's share price, like
   the value of the underlying bonds in its portfolio, should fluctuate less
   than a fund that holds bonds with longer average effective maturities. If
   mortgage prepayments should accelerate in a falling interest rate
   environment, GNMA securities may appreciate less than shown in the example
   above. The amount of appreciation would depend on the characteristics of the
   mortgages, such as their coupon or maturity.


 Do money market securities react to changes in interest rates?

   Yes. As interest rates change, the prices of money market securities
   fluctuate, but changes are usually small because of their very short
   maturities. Investments are typically held until maturity in a money fund to
   help the fund maintain a $1.00 share price.
<PAGE>

 ABOUT YOUR ACCOUNT
 PRICING SHARES AND RECEIVING SALE PROCEEDS
 ----------------------------------------------------------
   Here are some procedures you should know when investing in a T. Rowe Price
   fund.


 How and when shares are priced

   Bond and money funds
   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 bond fund shares.
   Amortized cost is used to value money fund securities.

  . 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
<PAGE>


MORE ABOUT THE FUNDS                          13
   automated method of initiating payments from, and receiving payments in, your
   financial institution account. The ACH system is supported by over 20,000
   banks, savings banks, and credit unions. Proceeds sent by bank wire should be
   credited to your account the next business day.

  . Exception:  Under certain circumstances and when deemed to be in a 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
 ----------------------------------------------------------
  . 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 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
  . Bond funds declare 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.

  . Dividends are ordinarily paid 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, all dividends accrued on those shares will be reinvested, or
   paid in cash, on the next dividend payment date.
<PAGE>


T. ROWE PRICE                                 14
  . Money funds declare income dividends daily to shareholders of record as of
   12 noon ET on that day. Wire purchase orders received before 12 noon ET
   receive the dividend for that day. Other purchase orders receive the dividend
   on the next business day after payment has been received.

   Capital gains
  . Since money funds are managed to maintain a constant share price, they are
   not expected to make capital gain distributions.

  . 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."

   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.
<PAGE>


MORE ABOUT THE FUNDS                          15
   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%. However, 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.

  . Distributions are taxable whether reinvested in additional shares or
   received in cash.

   Tax effect of buying shares before a capital gain 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.



 TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS
 ----------------------------------------------------------
  . Following these procedures helps assure timely and accurate transactions.


 Purchase Conditions

   Nonpayment
   If you pay with a check or ACH transfer that does not clear or if your
   payment is not timely received, 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; type of check
   All purchases must be paid for in U.S. dollars; checks must be drawn on U.S.
   banks.
<PAGE>


T. ROWE PRICE                                 16
 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. If, during the
   clearing period, we receive a check drawn against your bond or money market
   account, it will be returned marked "uncollected." (These holding periods do
   not apply to purchases paid for by bank wire 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 designed to verify the identity of the
   shareholder. If these procedures are followed, the funds and their agents are
   not liable for any losses that may occur from acting on unauthorized
   instructions. A confirmation is sent promptly after a transaction. Please
   review it carefully and contact T. Rowe Price immediately about any
   transaction you believe to be unauthorized. All telephone conversations are
   recorded.

   Redemptions over $250,000
   Large sales can adversely affect a portfolio manager's ability to implement a
   fund's investment strategy by causing the premature sale of securities that
   would otherwise be held. If, in any 90-day period, you redeem (sell) more
   than $250,000, or your sale amounts to more than 1% of fund net assets, the
   fund has the right to pay the difference between the redemption amount and
   the lesser of the two previously mentioned figures with securities from the
   fund.


 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, we have 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
<PAGE>


MORE ABOUT THE FUNDS                          17
   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 $10,000. If your balance
   is below $10,000 for three months or longer, we have the right to close your
   account after giving you 60 days in which to increase your balance.


 Signature Guarantees

  . A signature guarantee is designed to protect you and the T. Rowe Price funds
   from fraud by verifying your signature.

   You may need to have your signature guaranteed in certain situations, such
   as:

  . Written requests 1) to redeem over $100,000, or 2) to wire redemption
   proceeds.

  . Remitting redemption proceeds to any person, address, or bank account not on
   record.

  . Transferring redemption proceeds to a T. Rowe Price fund account with a
   different registration (name or ownership) from yours.

  . Establishing certain services after the account is opened.

   You can obtain a signature guarantee from most banks, savings institutions,
   broker-dealers, and other guarantors acceptable to T. Rowe Price. We cannot
   accept guarantees from notaries public or organizations that do not provide
   reimbursement in the case of fraud.
<PAGE>


T. ROWE PRICE                                 18
 ORGANIZATION AND MANAGEMENT
 ----------------------------------------------------------

 How are the funds organized?

   The T. Rowe Price Summit Funds, Inc. (the "corporation") was incorporated in
   Maryland in 1993.

   Currently, the corporation consists of three series: the Summit Cash Reserves
   Fund, the Summit Limited-Term Bond Fund, and the Summit GNMA Fund. Each is a
   "diversified, open-end investment company," or mutual fund, and represents a
   separate series of shares with different objectives and investment policies.
   Each of the Summit Funds was established in 1993.

  . Shareholders benefit from T. Rowe Price's 63 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 do so except when certain matters, such as
   a change in 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>

 MORE ABOUT THE FUNDS
 Who runs the funds?

   General Oversight
   The corporation is governed by a Board of Directors that meets regularly to
   review each fund's investments, performance, expenses, and other business
   affairs. The Board elects the corporation's officers. The policy of the
   corporation is that a majority of Board members are independent of T. Rowe
   Price Associates, Inc. (T. Rowe Price).

  . All decisions regarding the purchase and sale of fund investments are made
   by T. Rowe Price  -  specifically by each fund's portfolio managers.

   Portfolio Management
   Each fund has an Investment Advisory Committee whose chairman has day-to-day
   responsibility for managing the fund and works with the committee in
   developing and executing the fund's investment program. The Investment
   Advisory Committees comprise the following members:

  . Cash Reserves Fund  Edward A. Wiese, Chairman, Patrice Berchtenbreiter Ely,
   Brian E. Burns, Robert P. Campbell, James M. McDonald, Joan R. Potee, Alan D.
   Levenson, and Joseph K. Lynagh. Mr. Wiese joined T. Rowe Price in 1984 and
   has been managing investments since 1985.

  . Limited-Term Bond Fund  Edward A. Wiese, Chairman, Connice A. Bavely, Steven
   G. Brooks, Charles B. Hill, Cheryl A. Mickel, and Vernon A. Reid, Jr. Mr.
   Wiese joined T. Rowe Price in 1984 and has been managing investments since
   1985.

  . GNMA Fund  Deborah L. Boyer, Chairman, Connice A. Bavely, Alan D. Levenson,
   Edmund M. Notzon, and William T. Reynolds. Ms. Boyer joined T. Rowe Price in
   1996, and from 1993 - 1996 was an assistant vice president and government
   bond trader for First Chicago Capital Markets.

   The Management Fee
   Each fund pays T. Rowe Price an annual all-inclusive fee based on its average
   daily net assets. The funds calculate and accrue the fee daily. The fees for
   the funds for their most recent fiscal years were 0.45% for Cash Reserves,
   0.55% for Limited-Term Bond, and 0.60% for GNMA.
<PAGE>


T. ROWE PRICE                                 20
 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 has changed in value over a given time
   period. It reflects any net increase or decrease in the share price and
   assumes that all dividends and capital gains (if any) paid during the period
   were reinvested in additional shares. Therefore, total return numbers include
   the effect of compounding.

   Advertisements 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, an investment could have a
   10-year positive cumulative return despite experiencing some 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

   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 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.

   For bond funds, the advertised or SEC yield is found by determining the net
   income per share (as defined by the Securities and Exchange Commission)
   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-also called
   the standardized yield-may differ from the dividend yield.
<PAGE>


MORE ABOUT THE FUNDS                          21
   The Money Fund may advertise a current yield, reflecting the latest seven-day
   income annualized, or an "effective" yield, which assumes the income has been
   reinvested in the fund.



 INVESTMENT POLICIES AND PRACTICES
 ----------------------------------------------------------
   This section takes a detailed look at some of the types of fund portfolio
   securities and the various kinds of investment practices that may be used in
   day-to-day portfolio management. Fund investments are subject to further
   restrictions and risks described in the Statement of Additional Information.

   Shareholder approval is required to substantively change fund objectives and
   certain investment restrictions noted in the following section as
   "fundamental policies." The managers also follow certain "operating
   policies," which can be changed without shareholder approval. However,
   significant changes are discussed with shareholders in fund reports. Fund
   investment restrictions and policies are adhered to at the time of
   investment. A later change in circumstances will not require the sale of an
   investment if it was proper at the time it was made.

   Fund holdings of certain kinds of investments cannot exceed maximum
   percentages of total assets, which are set forth in this prospectus. For
   instance, bond fund investments in hybrid instruments are limited to 10% of
   total assets. While these restrictions provide a useful level of detail about
   a fund's investment program, investors should not view them as an accurate
   gauge of the potential risk of such investments. For example, in a given
   period, a 5% investment in hybrid instruments could have significantly more
   of an impact on a bond fund's share price than its weighting in the
   portfolio. The net effect of a particular investment depends on its
   volatility and the size of its overall return in relation to the performance
   of all the fund's other investments.

   Changes in the fund holdings, fund performance, and the contribution of
   various investments are discussed in the shareholder reports sent to you.

  . Fund managers have considerable leeway in choosing investment strategies and
   selecting securities they believe will help achieve fund objectives.


 Types of Portfolio Securities

   In seeking to meet their investment objectives, we may invest in any type of
   security or instrument whose investment characteristics are consistent with
   the funds' investment programs. For the bond funds, but not the money fund,
   these investments may include potentially high-risk derivatives (described in
   this section). The following pages describe various types of fund portfolio
   securities and investment management practices.
<PAGE>


T. ROWE PRICE                                 22
   Fundamental policy Each fund will not purchase a security if, as a result,
   with respect to 75% of its total assets, more than 5% of its total assets
   would be invested in securities of a single issuer or more than 10% of the
   voting securities of the issuer would be held by the fund. These limitations
   do not apply to a fund's purchases of securities issued or guaranteed by the
   U.S. government, its agencies, or instrumentalities.

   Operating policy (money fund only)  Except as permitted by Rule 2a-7 under
   the Investment Company Act of 1940, the money fund will not purchase a
   security if, as a result, more than 5% of its total assets would be invested
   in securities of a single issuer. Under Rule 2a-7, the 5% limit, among other
   things, does not apply to purchases of U.S. government securities or
   securities subject to certain types of guarantees. Additionally, the fund may
   invest up to 25% of its total assets in the first tier securities (as defined
   by Rule 2a-7) of a single issuer for a period of up to three business days.

   Bonds
   A bond is an interest-bearing security -  an IOU - issued by companies or
   governmental units. The issuer has a contractual obligation to pay interest
   at a stated rate on specific dates and to repay principal (the bond's face
   value) on a specified date. An issuer may have the right to redeem or "call"
   a bond before maturity, and the investor may have to reinvest the proceeds at
   lower market rates.

   A bond's annual interest income, set by its coupon rate, is usually fixed for
   the life of the bond. Its yield (income as a percent of current price) will
   fluctuate to reflect changes in interest rate levels. A bond's price usually
   rises when interest rates fall, and vice versa, so its yield stays current.

   Bonds may be unsecured (backed by the issuer's general creditworthiness only)
   or secured (also backed by specified collateral).

   Certain bonds have interest rates that are adjusted periodically. These
   interest rate adjustments tend to minimize fluctuations in the bonds'
   principal values. The maturity of those securities may be shortened under
   certain specified conditions.

   Bonds may be designated as senior or subordinated obligations. Senior
   obligations generally have the first claim on a corporation's earnings and
   assets and, in the event of liquidation, are paid before subordinated debt.

   Money Market Securities
   The main types of money market securities in which the funds can invest are:

  . Commercial paper  Unsecured promissory notes that corporations typically
   issue to finance current operations and other expenditures.
<PAGE>


MORE ABOUT THE FUNDS                          23
  . Treasury bills, notes and bonds  Debt obligations sold at discount or at
   face value and repaid at face value by the U.S. Treasury. Bills mature in one
   year or less; notes and bonds may have longer maturities at issue but will
   only be purchased by the fund if they mature within 13 months of the purchase
   date. All are backed by the full faith and credit of the U.S. government.

  . Certificates of deposit  Receipts for funds deposited at banks that
   guarantee a fixed interest rate over a specified time period.

  . Repurchase agreements  Contracts, usually involving U.S. government
   securities, that require one party to repurchase securities at a fixed price
   on a designated date.

  . Banker's acceptances  Bank-issued commitments to pay for merchandise sold in
   the import/export market.

  . Agency notes  Debt obligations of agencies sponsored by the U.S. government
   that are not backed by the full faith and credit of the United States.

  . Medium-term notes  Unsecured corporate debt obligations that are
   continuously offered in a broad range of maturities and structures.

  . Bank notes  Unsecured obligations of a bank that rank on an equal basis with
   other kinds of deposits but do not carry FDIC insurance.

  . Asset-backed securities  Certificates, trusts, or similarly structured
   investment vehicles whose principal and interest is backed by an underlying
   pool of assets. The value of the asset pool often exceeds the value of the
   security and may include a swap obligation or third-party guarantee.

   Derivatives
   A derivative is a financial instrument whose value is derived from an
   underlying security, such as a stock or bond, or from a market benchmark such
   as an interest rate index. Many types of investments representing a wide
   range of potential risks and rewards are derivatives, including conventional
   instruments such as callable bonds, futures, and options, as well as more
   exotic investments such as stripped mortgage securities and structured notes.
   Investment managers have used derivatives for many years.

   We invest in derivatives only if the expected risks and rewards are
   consistent with each fund's objective, policies, and overall risk profile
   described in this prospectus. We use derivatives in situations where they may
   enable each fund to increase yield, hedge against a decline in principal,
   invest in other asset classes more efficiently and at a lower cost, or adjust
   duration.
<PAGE>


T. ROWE PRICE                                 24
   The bond funds will not invest in any high-risk, highly leveraged derivative
   that we believe would cause the portfolios to be more volatile than 1) an
   intermediate-term investment-grade bond for the Limited-Term Bond Fund; or 2)
   a long-term investment-grade bond for the GNMA Fund.

   Asset-Backed Securities
   An underlying pool of assets, such as credit card or automobile trade
   receivables or corporate loans or bonds, backs these bonds and provides the
   interest and principal payments to investors. On occasion, the pool of assets
   may also include a swap obligation, which is used to change the cash flows on
   the underlying assets. As an example, a swap may be used to allow floating
   rate assets to back a fixed rate obligation. Credit quality depends primarily
   on the quality of the underlying assets, the level of credit support, if any,
   provided by the issuer, and the credit quality of the swap counterparty, if
   any. The underlying assets (i.e., loans) are sometimes subject to
   prepayments, which can shorten the security's weighted average life and may
   lower its return. The value of these securities also may change because of
   actual or perceived changes in the creditworthiness of the originator, the
   servicing agent, the financial institution providing the credit support, or
   the swap counterparty. There is no limit on fund investments in these
   securities.

   Mortgage-Backed Securities (bond funds)
   The funds may invest in a variety of mortgage-backed securities, which
   include:

  . GNMA Certificates GNMA certificates evidence interests in a pool of
   underlying mortgages with a maximum life of 15 or 30 years. However, due to
   both scheduled and unscheduled principal payments, GNMA certificates have a
   shorter average life and, therefore, less principal volatility than a
   comparable 30-year bond. Since prepayment rates vary widely, it is not
   possible to accurately predict the average life of a particular GNMA pool.
   However, it is standard industry practice to treat new issues of GNMA
   certificates as 30-year mortgage-backed securities having an average life of
   no greater than 12 years. Because the expected average life is a better
   indicator of the maturity characteristics of GNMA certificates, principal
   volatility and yield may be more comparable to 10-year Treasury bonds.

  . GNMA Project Pass-Through Securities These securities are issued by GNMA for
   multifamily projects, i.e., low to moderate income housing, nursing homes,
   apartment rehabilitation, housing for the elderly or handicapped, and the
   like. Unlike GNMA "modified pass-through certificates," these bonds provide
   call protection for a term stated in the issue. The project loans can be made
   to either private enterprise or nonprofit groups. There are penalties
   assessed for prepayments during the call-protected period, creating a
   disincentive for early prepayment. These bonds incorporate the same
   standardized procedures as
<PAGE>


MORE ABOUT THE FUNDS                          25
   single-family pass-through certificates, and full and timely payment of
   principal and interest is guaranteed by GNMA.

   Operating policy The GNMA Fund will invest at least 65% of its assets in GNMA
   mortgage-backed securities.

  . Collateralized Mortgage Obligations (CMOs) CMOs are debt securities that are
   fully collateralized by a portfolio of mortgages or mortgage-backed
   securities. All interest and principal payments from the underlying mortgages
   are passed through to the CMOs in such a way as to create some classes with
   more stable average lives than the underlying mortgages and other classes
   with more volatile average lives. CMO classes may pay fixed or variable rates
   of interest, and certain classes have priority over others with respect to
   the receipt of prepayments.

   Operating policy The Limited-Term Bond and GNMA Funds may invest up to 20%
   and 30% of their assets, respectively, in CMOs.

  . Stripped Mortgage Securities Stripped mortgage securities (a type of
   potentially high-risk derivative) are created by separating the interest and
   principal payments generated by a pool of mortgage-backed securities or a CMO
   to create additional classes of securities. Generally, one class receives
   only interest payments (IOs), and another receives principal payments (POs).
   Unlike with other mortgage-backed securities and POs, the value of IOs tends
   to move in the same direction as interest rates. The funds can use IOs as a
   hedge against falling prepayment rates (interest rates are rising) and/or a
   bear market environment. POs can be used as a hedge against rising prepayment
   rates (interest rates are falling) and/or a bull market environment. IOs and
   POs are acutely sensitive to interest rate changes and to the rate of
   principal prepayments.

   A rapid or unexpected increase in prepayments can severely depress the price
   of IOs, while a rapid or unexpected decrease in prepayments could have the
   same effect on POs. Of course, under the opposite conditions these securities
   may appreciate in value. These securities can be very volatile in price and
   may have lower liquidity than most other mortgage-backed securities. Certain
   non-stripped CMO classes may also exhibit these qualities, especially those
   that pay variable rates of interest that adjust inversely with, and more
   rapidly than, short-term interest rates. In addition, if interest rates rise
   rapidly and prepayment rates slow more than expected, certain CMO classes, in
   addition to losing value, can exhibit characteristics of longer-term
   securities and become more volatile. There is no guarantee the funds'
   investments in CMOs, IOs, or POs will be successful, and the funds' total
   returns could be adversely affected as a result.

   Operating policy The bond funds may invest up to 10% of their total assets in
   stripped mortgage securities.
<PAGE>


T. ROWE PRICE                                 26
   Hybrid Instruments (bond funds)
   These instruments (a type of potentially high-risk derivative) can combine
   the characteristics of securities, futures, and options. For example, the
   principal amount or interest rate of a hybrid could be tied (positively or
   negatively) to the price of some commodity, currency, or securities index or
   another interest rate (each a "benchmark"). Hybrids can be used as an
   efficient means of pursuing a variety of investment goals, including currency
   hedging, duration management, and increased total return. Hybrids may not
   bear interest or pay dividends. The value of a hybrid or its interest rate
   may be a multiple of a benchmark and, as a result, may be leveraged and move
   (up or down) more steeply and rapidly than the benchmark. These benchmarks
   may be sensitive to economic and political events, such as commodity
   shortages and currency devaluations, which cannot be readily foreseen by the
   purchaser of a hybrid. Under certain conditions, the redemption value of a
   hybrid could be zero. Thus, an investment in a hybrid may entail significant
   market risks that are not associated with a similar investment in a
   traditional, U.S. dollar-denominated bond that has a fixed principal amount
   and pays a fixed rate or floating rate of interest. The purchase of hybrids
   also exposes the funds to the credit risk of the issuer of the hybrid. These
   risks may cause significant fluctuations in the net asset value of the funds.

  . Hybrids can have volatile prices and limited liquidity, and their use may
   not be successful.

   Operating policy Bond fund investments in hybrid instruments are limited to
   10% of total assets.

   High-Yield, High-Risk Investing (Limited-Term Bond Fund)
   The total return and yield of lower-quality (high-yield, high-risk) bonds,
   commonly referred to as "junk," may fluctuate more than the total return and
   yield of higher-quality bonds. Junk bonds (those rated below BBB or in
   default) are regarded as predominantly speculative with respect to the
   issuer's ability to meet principal and interest payments. Successful
   investment in lower-medium- and low-quality bonds involves greater investment
   risk and is highly dependent on T. Rowe Price's credit analysis. A real or
   perceived economic downturn, or rising interest rates, could cause a decline
   in high-yield bond prices by lessening the ability of issuers to make
   principal and interest payments. These bonds are often thinly traded and can
   be more difficult to sell and value accurately than high-quality bonds.
   Because objective pricing data may be less available, judgment may play a
   greater role in the valuation process.

   Operating policy The Limited-Term Bond Fund will not purchase a non-
   investment-grade debt security (or junk bond) if immediately after such
   purchase the fund would have more than 10% of its total assets invested in
   such securities.
<PAGE>


MORE ABOUT THE FUNDS                          27
   Private Placements
   These securities are sold directly to a small number of investors, usually
   institutions. Unlike public offerings, such securities are not registered
   with the SEC. Although certain of these securities may be readily sold, for
   example, under Rule 144A, others may be illiquid, and their sale may involve
   substantial delays and additional costs.

   Operating policy  Bond fund investments in illiquid securities are limited to
   15% of net assets (10% for the money fund).

   Foreign Securities (Cash Reserves and Limited-Term Bond Funds)
   The Limited-Term Bond Fund may invest in foreign securities, including
   nondollar-denominated securities traded outside of the U.S. The Cash Reserves
   and Limited-Term Bond Funds may invest without limitation in
   dollar-denominated securities of foreign issuers. Such investments increase a
   portfolio's diversification and may enhance return, but they also involve
   some special risks such as exposure to potentially adverse local political
   and economic developments; nationalization and exchange controls; potentially
   lower liquidity and higher volatility; possible problems arising from
   accounting, disclosure, settlement, and regulatory practices that differ from
   U.S. standards; and the chance that fluctuations in foreign exchange rates
   will decrease the investment's value (favorable changes can increase its
   value). To the extent the funds invest in developing countries, these risks
   are increased.

   Operating policy The Limited-Term Bond and Cash Reserves Funds may invest
   without limitation in U.S. dollar-denominated debt securities of foreign
   issuers, foreign branches of U.S. banks, and U.S. branches of foreign banks.
   The Limited-Term Bond Fund may invest up to 10% of its total assets
   (excluding reserves) in non-U.S. dollar-denominated fixed income securities
   principally traded in financial markets outside the U.S.


 Types of Investment Management Practices

   Reserve Position (bond funds)
   A certain portion of fund assets will be held in money market reserves. Fund
   reserve positions are expected to consist primarily of shares of one or more
   T. Rowe Price internal money market funds. Short-term, high-quality U.S. and
   foreign dollar-denominated money market securities, including repurchase
   agreements, may also be held. For temporary, defensive purposes, there is no
   limit on fund investments in money market reserves. The effect of taking such
   a position is that the fund may not achieve its investment objective. The
   reserve position provides flexibility in meeting redemptions, expenses, and
   the timing of new investments and can serve as a short-term defense during
   periods of unusual market volatility.
<PAGE>


T. ROWE PRICE                                 28
   Borrowing Money and Transferring Assets
   Fund borrowings may be made from banks and other T. Rowe Price funds as a
   temporary measure for emergency purposes to facilitate redemption requests or
   for other purposes consistent with fund policies as set forth in this
   prospectus. Such borrowings may be collateralized with fund assets, subject
   to restrictions.

   Fundamental policy  Borrowings may not exceed 33/1//\\/3/\\% of total fund
   assets.

   Operating policy  Fund transfers of portfolio securities as collateral will
   not be made except as necessary in connection with permissible borrowings or
   investments, and then such transfers may not exceed 33/1//\\/3/\\% of the
   fund's total assets. Fund purchases of additional securities will not be made
   when borrowings exceed 5% of total assets.

   Futures and Options (bond funds)
   Futures, a type of potentially high-risk derivative, are often used to manage
   or hedge risk because they enable the investor to buy or sell an asset in the
   future at an agreed-upon price. Options, another type of potentially
   high-risk derivative, give the investor the right (where the investor
   purchases the option), or the obligation (where the investor "writes" or
   sells the option), to buy or sell an asset at a predetermined price in the
   future. Futures and options contracts may be bought or sold for any number of
   reasons, including: to manage fund exposure to changes in interest rates,
   bond prices, and foreign currencies; as an efficient means of adjusting fund
   overall exposure to certain markets; in an effort to enhance income; to
   protect the value of portfolio securities; as a cash management tool; and to
   adjust portfolio duration. Call and put options may be purchased or sold on
   securities, financial indices, and foreign currencies.

   Futures contracts and options may not always be successful hedges; their
   prices can be highly volatile. Using them could lower fund total return, and
   the potential loss from the use of futures can exceed each fund's initial
   investment in such contracts.

   Operating policies  Futures: Initial margin deposits and premiums on options
   used for nonhedging purposes will not exceed 5% of fund net asset value.
   Options on securities: The total market value of securities against which
   call or put options are written may not exceed 25% of its total assets. No
   more than 5% of fund total assets will be committed to premiums when
   purchasing call or put options.

   Interest Rate Swaps (bond funds)
   The funds may enter into various interest rate transactions (a type of
   potentially high-risk derivative investment), such as interest rate swaps and
   the purchase or sale of interest rate caps, collars, and floors, to preserve
   a return or spread on a particular investment or portion of its portfolio, to
   create synthetic securities, or to structure transactions designed for other
   purposes.
<PAGE>


MORE ABOUT THE FUNDS                          29
   Operating policy  The bond funds may invest up to 10% of their total assets
   in interest rate swaps.

   Managing Foreign Currency Risk (Limited-Term Bond Fund)
   Investors in foreign securities may "hedge" their exposure to potentially
   unfavorable currency changes by purchasing a contract to exchange one
   currency for another on some future date at a specified exchange rate. In
   certain circumstances, a "proxy currency" may be substituted for the currency
   in which the investment is denominated, a strategy known as "proxy hedging."
   The fund may also use these contracts to create a synthetic bond - issued by
   a U.S. company, for example, but with the dollar component transformed into a
   foreign currency. If the fund were to engage in foreign currency
   transactions, they would be used primarily to protect the fund's foreign
   securities from adverse currency movements relative to the dollar. Such
   transactions involve the risk that anticipated currency movements will not
   occur, and the fund's total return could be reduced.

   Operating policy The Limited-Term Bond Fund will not commit more than 10% of
   its total assets to forward currency contracts.

   Lending of Portfolio Securities
   Fund securities may be lent to broker-dealers, other institutions, or other
   persons to earn additional income. The principal risk is the potential
   insolvency of the broker-dealer or other borrower. In this event, the fund
   could experience delays in recovering its securities and possibly capital
   losses.

   Fundamental policy  The value of loaned securities may not exceed
   33/1//\\/3/\\% of total fund assets.

   When-Issued Securities (all funds) and Forwards (bond funds)
   The funds may purchase securities on a when-issued or delayed delivery basis
   or may purchase or sell securities on a forward commitment basis. There is no
   limit on each fund's investment in these securities. The price of these
   securities is fixed at the time of the commitment to buy, but delivery and
   payment can take place a month or more later. During the interim period, the
   market value of the securities can fluctuate, and no interest accrues to the
   purchaser. At the time of delivery, the value of the securities may be more
   or less than the purchase or sale price. To the extent each fund remains
   fully or almost fully invested (in securities with a remaining maturity of
   more than one year) at the same time it purchases these securities, there
   will be greater fluctuations in the fund's net asset value than if the fund
   did not purchase them.

   Portfolio Turnover (bond funds)
   Turnover is an indication of frequency. The funds will not generally trade in
   securities for short-term profits, but when circumstances warrant, securities
   may be purchased and sold without regard to the length of time held. A high
   turn-
<PAGE>


T. ROWE PRICE                                 30
   over rate may increase transaction costs and result in higher capital gain
   distributions by the funds. The bond funds' portfolio turnover rates for the
   three previous fiscal periods are shown in Table 5.
<PAGE>


MORE ABOUT THE FUNDS                          31
<TABLE>
 Table 5  Portfolio Turnover Rates
<CAPTION>
 <S>                              <C>          <C>          <C>          <S>
  Fund                               1997         1998         1999
  Limited-Term Bond                  74.5%        52.0%        42.2%
                                  ---------------------------------------
  GNMA                              111.8         83.8         89.9
 -----------------------------------------------------------------------------
</TABLE>


   Bond Ratings and High-Yield Bonds
   The credit quality of most bond issues is evaluated by rating agencies such
   as Moody's and Standard & Poor's on the basis of the issuer's ability to meet
   all required interest and principal payments. The highest ratings are
   assigned to issuers perceived to be the best credit risks. T. Rowe Price
   research analysts also evaluate all portfolio holdings of each fund,
   including those rated by outside agencies. Other things being equal,
   lower-rated bonds have higher yields due to greater risk. High-yield bonds,
   also called "junk" bonds, are those rated below BBB.

   Table 6 shows the rating scale used by the major rating agencies. T. Rowe
   Price considers publicly available ratings but emphasizes its own credit
   analysis when selecting investments.


<TABLE>
 Table 6  Ratings of Corporate Debt Securities
<CAPTION>
 <S>                                          <S>    <C>     <S>            <S>    <S>             <S>          <S>    <S>
                                              Moody's        Standard
                                              Investors      & Poor's       Fitch
                                              Service, Inc.  Corporation    IBCA, Inc.             Definition


                                              --------------------------------------------------------------------------------------
  Long Term                                    Aaa            AAA            AAA                    Highest quality
                                              --------------------------------------------------------------------------------------
                                               Aa             AA             AA                     High quality
                                              --------------------------------------------------------------------------------------
                                               A              A              A                      Upper medium grade
                                              --------------------------------------------------------------------------------------
                                               Baa            BBB            BBB                    Medium grade
                                              --------------------------------------------------------------------------------------
                                               Ba             BB             BB                     Speculative
                                              --------------------------------------------------------------------------------------
                                               B              B              B                      Highly speculative
                                              --------------------------------------------------------------------------------------
                                               Caa            CCC, CC        CCC, CC                Vulnerable to default
                                              --------------------------------------------------------------------------------------
                                               Ca             C              C                      Default is imminent
                                              --------------------------------------------------------------------------------------
                                               C              D              DDD, DD, D             Probably in default
                                              Moody's                       S&P                                 Fitch
  Commercial                                   P-1    Superior quality       A-1+   Extremely strong quality     F-1+   Exceptionall
  Paper                                                                      A-1    Strong quality               F-1    strong
                                                                                                                        quality
                                                                                                                        Very strong
                                                                                                                        quality
                                              --------------------------------------------------------------------------------------
                                               P-2    Strong quality         A-2    Satisfactory quality         F-2    Good credit
                                                                                                                        quality
                                              --------------------------------------------------------------------------------------
                                               P-3    Acceptable quality     A-3    Adequate quality             F-3    Fair credit
                                                                             B      Speculative quality          F-5    quality
                                                                             C      Doubtful quality                    Weak credit
                                                                                                                        quality
 -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


T. ROWE PRICE                                 32
 FINANCIAL HIGHLIGHTS
 ----------------------------------------------------------
   Table 7, 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.


<TABLE>
 Table 7  Financial Highlights
<CAPTION>
                                   Year ended October 31, 1999
 Cash Reserves Fund       1995      1996      1997      1998      1999
 -------------------------------------------------------------------------------
 <S>                     <C>       <C>       <C>       <C>       <C>       <S>

  Net asset value,
  beginning of period    $ 1.000   $ 1.000   $ 1.000   $ 1.000   $ 1.000
  Income From Investment Activities
  Net investment income    0.055     0.051     0.052     0.052     0.048
  Less Distributions
  Dividends (from net     (0.055)   (0.051)   (0.052)   (0.052)   (0.048)
  investment income)
                         --------------------------------------------------
  Net asset value, end   $ 1.000   $ 1.000   $ 1.000   $ 1.000   $ 1.000
  of period
                         --------------------------------------------------
  Total return/a/           5.68%     5.23%     5.33%     5.35%     4.87%
  Ratios/Supplemental Data
  Net assets, end of
  period                 $   433   $   742   $ 1,303   $ 1,885   $ 2,441
  (in millions)
                         --------------------------------------------------
  Ratio of expenses to
  average                   0.45%     0.45%     0.45%     0.45%     0.45%
  net assets
                         --------------------------------------------------
  Ratio of net
  investment income to      5.55%     5.09%     5.18%     5.24%     4.78%
  average net assets
 -------------------------------------------------------------------------------
</TABLE>


 /a/
   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.
<PAGE>


MORE ABOUT THE FUNDS                          33

<TABLE>
 Table 7  Financial Highlights (continued)
<CAPTION>
                                   Year ended October 31, 1999
 Limited-Term Bond Fund   1995      1996      1997      1998      1999
 -------------------------------------------------------------------------------
 <S>                     <C>       <C>       <C>       <C>       <C>       <S>

  Net asset value,
  beginning
  of period              $  4.64   $  4.65   $  4.60   $  4.61   $  4.69
  Income From Investment Operations
  Net investment income     0.32      0.30      0.29      0.28      0.26
                         --------------------------------------------------
  Net gains or losses
  on securities (both
  realized and              0.01     (0.05)     0.01      0.08     (0.21)
  unrealized)
                         --------------------------------------------------
  Total from investment
  operations                0.33      0.25      0.30      0.36      0.05
  Less Distributions
  Dividends (from net      (0.31)    (0.29)    (0.28)    (0.28)    (0.26)
  investment income)
                         --------------------------------------------------
  Distributions (from         --        --        --        --        --
  capital gains)
                         --------------------------------------------------
  Returns of capital       (0.01)    (0.01)    (0.01)       --        --
                         --------------------------------------------------
  Total distributions      (0.32)    (0.30)    (0.29)    (0.28)    (0.26)
                         --------------------------------------------------
  Net asset value, end   $  4.65   $  4.60   $  4.61   $  4.69   $  4.48
  of period
                         --------------------------------------------------
  Total return/a/           7.36%     5.48%     6.73%     7.97%     1.06%
  Ratios/Supplemental Data
  Net assets, end of
  period                 $27,004   $25,984   $29,620   $40,904   $52,992
  (in thousands)
                         --------------------------------------------------
  Ratio of expenses to
  average                   0.55%     0.55%     0.55%     0.55%     0.55%
  net assets
                         --------------------------------------------------
  Ratio of net
  investment income to      6.85%     6.43%     6.28%     5.96%     5.65%
  average net assets
                         --------------------------------------------------
  Portfolio turnover        84.3%    116.1%     74.5%     52.0%     42.2%
  rate
 -------------------------------------------------------------------------------
</TABLE>

 /a/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.
<PAGE>


T. ROWE PRICE                                 34
<TABLE>
 Table 7  Financial Highlights
<CAPTION>
                                   Year ended October 31, 1999
 GNMA Fund                1995      1996      1997      1998      1999
 -------------------------------------------------------------------------------
 <S>                     <C>       <C>       <C>       <C>       <C>       <S>

  Net asset value,
  beginning
  of period              $  9.15   $  9.81   $  9.65   $  9.83   $  9.87
  Income From Investment Operations
  Net investment income     0.70      0.67      0.67      0.64      0.61
                         --------------------------------------------------
  Net gains or losses
  on securities (both
  realized and              0.66     (0.16)     0.18      0.04     (0.48)
  unrealized)
                         --------------------------------------------------
  Total from investment
  operations                1.36      0.51      0.85      0.68      0.13
  Less Distributions
  Dividends (from net      (0.67)    (0.62)    (0.64)    (0.64)    (0.61)
  investment income)
                         --------------------------------------------------
  Distributions (from         --        --        --        --        --
  capital gains)
                         --------------------------------------------------
  Returns of capital       (0.03)    (0.05)    (0.03)       --        --
                         --------------------------------------------------
  Total distributions      (0.70)    (0.67)    (0.67)    (0.64)    (0.61)
                         --------------------------------------------------
  Net asset value, end   $  9.81   $  9.65   $  9.83   $  9.87   $  9.39
  of period
                         --------------------------------------------------
  Total return/a/          15.43%     5.47%     9.17%     7.10%     1.39%
  Ratios/Supplemental Data
  Net assets, end of
  period                 $22,777   $24,718   $29,530   $46,571   $63,843
  (in thousands)
                         --------------------------------------------------
  Ratio of expenses to
  average                   0.60%     0.60%     0.60%     0.60%     0.60%
  net assets
                         --------------------------------------------------
  Ratio of net
  investment income to      7.40%     6.99%     6.91%     6.47%     6.41%
  average net assets
                         --------------------------------------------------
  Portfolio turnover       173.8%    136.1%    111.8%     83.8%     89.9%
  rate
 -------------------------------------------------------------------------------
</TABLE>


 /a/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.
<PAGE>

 INVESTING WITH T. ROWE PRICE
 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
 ----------------------------------------------------------
$25,000 minimum initial investment

                                                            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.
In addition, the fund does not accept purchases made by credit card check.
<PAGE>


T. ROWE PRICE                                 36
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 Mailcode 17300 4515 Painters Mill Road Owings
Mills, MD 21117-4903

                                                                         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 we receive a signed New Account Form. 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>


MORE ABOUT THE FUNDS                          37
 PURCHASING ADDITIONAL SHARES
 ----------------------------------------------------------
$1,000 minimum purchase; $100 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                                 38
                                                                     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, one year, or two years, 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 or Tele*Access (if you have
previously authorized these 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 specify 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

Mail via private carriers/overnight services
T. Rowe Price Account Services Mailcode 17302 4515 Painters Mill Road Owings
Mills, MD 21117-4903

For employer-sponsored retirement accounts
via U.S. Postal Service:
T. Rowe Price Trust Company P.O. Box 17479 Baltimore, MD 21297-1479
<PAGE>


MORE ABOUT THE FUNDS                          39
via private carriers and overnight services:
T. Rowe Price Trust Company Mailcode 17479 4515 Painters Mill Road Owings Mills,
MD 21117-4903

Redemptions from employer-sponsored retirement accounts must be in writing;
please call T. Rowe Price Trust Company or your plan administrator for
instructions. IRA distributions may be requested in writing or by telephone;
please call Shareholder Services to obtain an IRA Distribution Form or an IRA
Shareholder Services Form to authorize the telephone redemption service.



 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; and (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
<PAGE>


T. ROWE PRICE                                 40
purchase in excess of 5% of the outstanding shares of the fund, except upon
approval of the fund's management.



 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)s, and 403(b)(7)s. 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 a 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).
<PAGE>


MORE ABOUT THE FUNDS                          41
                                                  Web Address www.troweprice.com
After authorizing this service, 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.

                                                  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
($100 minimum) You can invest automatically in several different ways,
including:

Automatic Asset Builder
You instruct us to move $100 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.
<PAGE>


T. ROWE PRICE                                 42
Automatic Exchange
You can set up systematic investments from one fund account into another, such
as from a money fund into a stock fund.



 T. ROWE PRICE BROKERAGE
 ----------------------------------------------------------
              To Open an Account 1-800-638-5660 For Existing Brokerage Investors
                                                                  1-800-225-7720
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 entered through Tele-Trader save you an additional
10% on commissions. For stock trades entered through Internet-Trader, you will
pay a commission of $24.95 for up to 1,000 shares plus $.02 for each share over
1,000. Option trades entered through Internet-Trader save you 10% over our
standard commission schedule. All trades are subject to a $35 minimum commission
except stock trades placed through Internet-Trader.

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
If you elect to participate in this service, the cash dividends from the
eligible securities held in your account 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.

/*Services //v//ary //b//y //f//irm./
<PAGE>


MORE ABOUT THE FUNDS                          43
/T. Rowe Price// Brokerage is a division of //T. Rowe Price// Investment /
/Services, Inc., Member NASD/SIPC./



 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 P.O. Box 17630, Baltimore, Maryland 21297-1630.

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.
A fund Statement of Additional Information has been filed with the Securities
and Exchange Commission and is incorporated by reference into this prospectus.
Further information about fund 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.

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 Rd.

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 St. 10th Floor

Washington, D.C.
 900 17th Street, N.W. Farragut Square
 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: The appropriate 800 number appears on your
 retirement account statement.
T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, MD 21202
                                                                 C09-040  3/1/00
1940 Act File No. 811-7093
<PAGE>

  STATEMENT OF ADDITIONAL INFORMATION
   The date of this Statement of Additional Information is March 1, 2000.

         T. ROWE PRICE SUMMIT FUNDS, INC.
              T. Rowe Price Summit Cash Reserves Fund
              T. Rowe Price Summit Limited-Term Bond Fund
              T. Rowe Price Summit GNMA Fund
         T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
              T. Rowe Price Summit Municipal Money Market Fund
              T. Rowe Price Summit Municipal Intermediate-Term Fund
              T. Rowe Price Summit Municipal Income 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 March 1, 2000,
   which may be obtained from T. Rowe Price Investment Services, Inc.
   ("Investment Services").

   Each fund's financial statements for the year ended October 31, 1999, 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.

                                                                  C09-042 3/1/00
<PAGE>


<TABLE>
<CAPTION>
                              TABLE OF CONTENTS
                              -----------------
                            Page                                           Page
                            ----                                           ----
<S>                         <C>   <C>  <C>                               <C>
Capital Stock                 59       Portfolio Management Practices        24
- ----------------------------------     ----------------------------------------
Code of Ethics                48       Portfolio Transactions                48
- ----------------------------------     ----------------------------------------
Custodian                     47       Pricing of Securities                 53
- ----------------------------------     ----------------------------------------
Distributor for the Funds     47       Principal Holders of Securities       45
- ----------------------------------     ----------------------------------------
Dividends and                 54       Ratings of Commercial Paper           61
Distributions
- ----------------------------------     ----------------------------------------
Federal Registration of       60       Ratings of Corporate Debt             62
Shares                                 Securities
- ----------------------------------     ----------------------------------------
Independent Accountants       60       Ratings of Municipal Debt             64
                                       Securities
- ----------------------------------     ----------------------------------------
Investment Management         46       Ratings of Municipal Notes and        65
Services                               Variable Rate Securities
- ----------------------------------     ----------------------------------------
Investment Objectives and      2       Risk Factors for Summit Income         3
Policies                               Funds
- ----------------------------------     ----------------------------------------
Investment Performance        58       Risk Factors for Summit                5
                                       Municipal Funds
- ----------------------------------     ----------------------------------------
Investment Program             8       Services by Outside Parties           48
- ----------------------------------     ----------------------------------------
Investment Restrictions       39       Tax-Exempt vs. Taxable Yields         57
- ----------------------------------     ----------------------------------------
Legal Counsel                 60       Tax Status                            55
- ----------------------------------     ----------------------------------------
Management of the Funds       42       Yield Information                     56
- ----------------------------------     ----------------------------------------
Net Asset Value Per Share     54
- ----------------------------------     ----------------------------------------
</TABLE>






 INVESTMENT OBJECTIVES AND POLICIES
 -------------------------------------------------------------------------------
   The following information supplements the discussion of each fund's
   investment objectives and policies discussed in each fund's 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.


                                       2

<PAGE>

 RISK FACTORS FOR SUMMIT INCOME FUNDS
 -------------------------------------------------------------------------------
   Reference is also made to the sections entitled "Types of Securities" and
   "Portfolio Management Practices" for discussions of the risks associated with
   the investments and practices described therein as they apply to the fund.

   Cash Reserves Fund

   The Money Fund will limit its purchases of portfolio instruments to those
   U.S. dollar-denominated securities which the fund's Board of Directors
   determines present minimal credit risk, and which are Eligible Securities as
   defined in Rule 2a-7 under the 1940 Act. Eligible Securities are generally
   securities which have been rated (or whose issuer has been rated or whose
   issuer has comparable securities rated) in one of the two highest short-term
   rating categories (which may include sub-categories) by nationally recognized
   statistical rating organizations or, in the case of any instrument that is
   not so rated, is of comparable high quality as determined by T. Rowe Price
   pursuant to written guidelines established under the supervision of the
   fund's Board of Directors. In addition, the fund may treat variable and
   floating rate instruments with demand features as short-term securities
   pursuant to Rule 2a-7 under the 1940 Act.

   There can be no assurance that the fund will achieve its investment
   objectives or be able to maintain its net asset value per share at $1.00. The
   price of the fund is not guaranteed or insured, and its yield is not fixed.
   While the fund invests in high-grade money market instruments, investment in
   the fund is not without risk even if all portfolio instruments are paid in
   full at maturity. An increase in interest rates could reduce the value of the
   fund's portfolio investments, and a decline in interest rates could increase
   the value.

   Limited-Term Bond Fund

   Because of its investment policy, the fund may or may not be suitable or
   appropriate for all investors. The fund is not a money market fund and is not
   an appropriate investment for those whose primary objective is principal
   stability. There is risk in all investment. The fund is designed for the
   investor who seeks to participate in a diversified portfolio of short- and
   intermediate-term investment grade bonds and other debt securities (up to 10%
   of which may be below investment grade) which provide a higher rate of income
   than a money market fund and less risk of capital fluctuation than a
   portfolio of long-term debt securities. The value of the portfolio securities
   of the fund will fluctuate based upon market conditions. Although the fund
   seeks to reduce risk by investing in a diversified portfolio, such
   diversification does not eliminate all risk. There can, of course, be no
   assurance that the fund will achieve these results.

   GNMA Fund

   The fund may or may not be suitable or appropriate for all investors. The
   fund is designed for investors seeking the highest current income and credit
   protection available from investment in securities which are backed by the
   full faith and credit of the U.S. government and other securities rated
   within the highest two credit categories established by a nationally
   recognized public rating agency, or, if unrated, of equivalent quality as
   determined by T. Rowe Price. Consistent with a long-term financial investment
   approach, investors in the fund should not rely on the fund for their
   short-term financial needs. The value of the portfolio securities of the fund
   will fluctuate based upon market conditions. Although the fund seeks to
   reduce risk by investing in a diversified portfolio, such diversification
   does not eliminate all risk. There can, of course, be no assurance that the
   fund will achieve these results.

   Because they consist of underlying mortgages, GNMA securities may not be an
   effective means of "locking in" long-term interest rates due to the need for
   the fund to reinvest scheduled and unscheduled principal payments. The
   incidence of unscheduled principal prepayments is also likely to increase in
   mortgage pools owned by the fund when prevailing mortgage loan rates fall
   below the mortgage rates of the securities underlying the individual pool.
   The effect of such prepayments in a falling rate environment is to (1) cause
   the fund to reinvest principal payments at the then lower prevailing interest
   rate, and (2) reduce the potential for capital appreciation beyond the face
   amount of the security and adversely affect the return to the fund.
   Conversely, in a rising interest rate environment such prepayments can be
   reinvested at higher prevailing interest rates which will reduce the
   potential effect of capital depreciation to which bonds are subject when


                                       3

<PAGE>

   interest rates rise. In addition, prepayments of mortgage securities
   purchased at a premium (or discount) will cause such securities to be paid
   off at par, resulting in a loss (gain) to the fund. T. Rowe Price will
   actively manage the fund's portfolio in an attempt to reduce the risk
   associated with investment in mortgage-backed securities.


                                Debt Obligations

   Yields on short-, intermediate-, and long-term debt securities are dependent
   on a variety of factors, including the general conditions of the money and
   bond markets, the size of a particular offering, the maturity of the
   obligation, and the credit quality and rating of the issue. Debt securities
   with longer maturities tend to have higher yields and are generally subject
   to potentially greater capital appreciation and depreciation than obligations
   with shorter maturities and lower yields. The market prices of debt
   securities usually vary, depending upon available yields. An increase in
   interest rates will generally reduce the value of portfolio debt securities,
   and a decline in interest rates will generally increase the value of
   portfolio debt securities. The ability of the fund to achieve its investment
   objective is also dependent on the continuing ability of the issuers of the
   debt securities in which the fund invests to meet their obligations for the
   payment of interest and principal when due. Although the fund seeks to reduce
   risk by portfolio diversification, credit analysis, and attention to trends
   in the economy, industries and financial markets, such efforts will not
   eliminate all risk. There can, of course, be no assurance that the fund will
   achieve its investment objective.

   After purchase by the fund, a debt security may cease to be rated or its
   rating may be reduced below the minimum required for purchase by the fund.
   Neither event will require a sale of such security by the fund. However, T.
   Rowe Price will consider such event in its determination of whether the fund
   should continue to hold the security. To the extent that the ratings given by
   Moody's or S&P may change as a result of changes in such organizations or
   their rating systems, the fund will attempt to use comparable ratings as
   standards for investments in accordance with the investment policies
   contained in the prospectus. When purchasing unrated securities, T. Rowe
   Price, under the supervision of the fund's Board of Directors, determines
   whether the unrated security is of a quality comparable to that which the
   fund is allowed to purchase.

   Securities backed by the full faith and credit of the United States (for
   example, GNMA and U.S. Treasury securities) are generally considered to be
   among the most, if not the most, creditworthy investments available. While
   the U.S. government has honored its credit obligations continuously for the
   last 200 years, political events in 1995 and 1996, at times, called into
   question whether the United States would default on its obligations. Such an
   event would be unprecedented and there is no way to predict its results on
   the securities markets or the funds. However, it is very likely default by
   the U.S. would result in losses to the funds.

   Mortgage Securities--All Funds except Cash Reserves Fund
   Mortgage-backed securities differ from conventional bonds in that principal
   is paid back over the life of the security rather than at maturity. As a
   result, the holder of a mortgage-backed security (i.e., the fund) receives
   monthly scheduled payments of principal and interest, and may receive
   unscheduled principal payments representing prepayments on the underlying
   mortgages. The incidence of unscheduled principal prepayments is also likely
   to increase in mortgage pools owned by the fund when prevailing mortgage loan
   rates fall below the mortgage rates of the securities underlying the
   individual pool. The effect of such prepayments in a falling rate environment
   is to (1) cause the fund to reinvest principal payments at the then lower
   prevailing interest rate, and (2) reduce the potential for capital
   appreciation beyond the face amount of the security. Conversely, the fund may
   realize a gain on prepayments of mortgage pools trading at a discount. Such
   prepayments will provide an early return of principal which may then be
   reinvested at the then higher prevailing interest rate.

   The market value of adjustable rate mortgage securities ("ARMs"), like other
   U.S. government securities, will generally vary inversely with changes in
   market interest rates, declining when interest rates rise and rising when
   interest rates decline. Because of their periodic adjustment feature, ARMs
   should be more sensitive to short-term interest rates than long-term rates.
   They should also display less volatility than long-term mortgage-backed
   securities. Thus, while having less risk of a decline during periods of
   rapidly rising rates, ARMs may also have less potential for capital
   appreciation than other investments of comparable maturities. Interest rate
   caps on mortgages underlying ARM securities may prevent income on the ARM
   from increasing to prevailing interest rate levels and cause the securities
   to decline in value. In addition, to the extent ARMs are


                                       4

<PAGE>

   purchased at a premium, mortgage foreclosures and unscheduled principal
   prepayments may result in some loss of the holders' principal investment to
   the extent of the premium paid. On the other hand, if ARMs are purchased at a
   discount, both a scheduled payment of principal and an unscheduled prepayment
   of principal will increase current and total returns and will accelerate the
   recognition of income which when distributed to shareholders will be taxable
   as ordinary income.

   Limited-Term Bond Fund

   Special Risks of High-Yield Investing The fund may invest in low-quality
   bonds commonly referred to as "junk bonds." Junk bonds are regarded as
   predominantly speculative with respect to the issuer's continuing ability to
   meet principal and interest payments. Because investment in low- and
   lower-medium-quality bonds involves greater investment risk, to the extent
   the fund invests in such bonds, achievement of its investment objective will
   be more dependent on T. Rowe Price's credit analysis than would be the case
   if the fund were investing in higher-quality bonds. High-yield bonds may be
   more susceptible to real or perceived adverse economic conditions than
   investment-grade bonds. A projection of an economic downturn, or higher
   interest rates, for example, could cause a decline in high-yield bond prices
   because the advent of such events could lessen the ability of highly
   leveraged issuers to make principal and interest payments on their debt
   securities. In addition, the secondary trading market for high-yield bonds
   may be less liquid than the market for higher-grade bonds, which can
   adversely affect the ability of a fund to dispose of its portfolio
   securities. Bonds for which there is only a "thin" market can be more
   difficult to value inasmuch as objective pricing data may be less available
   and judgment may play a greater role in the valuation process.



 RISK FACTORS FOR SUMMIT MUNICIPAL FUNDS
 -------------------------------------------------------------------------------
   Reference is also made to the sections entitled "Types of Securities" and
   "Portfolio Management Practices" for discussions of the risks associated with
   the investments and practices described therein as they apply to the fund.


                              Municipal Securities

   The funds are designed for investors who, because of their tax bracket, can
   benefit from investment in municipal bonds whose income is exempt from
   federal taxes. The funds are not appropriate for qualified retirement plans
   where income is already tax-deferred.

   Yields on municipal securities are dependent on a variety of factors,
   including the general conditions of the money market and the municipal bond
   market, the size of a particular offering, the maturity of the obligations,
   and the rating of the issue. Municipal securities with longer maturities tend
   to produce higher yields and are generally subject to potentially greater
   capital appreciation and depreciation than obligations with shorter
   maturities and lower yields. The market prices of municipal securities
   usually vary, depending upon available yields. An increase in interest rates
   will generally reduce the value of portfolio investments, and a decline in
   interest rates will generally increase the value of portfolio investments.
   The ability of all the funds to achieve their investment objectives is also
   dependent on the continuing ability of the issuers of municipal securities in
   which the funds invest to meet their obligations for the payment of interest
   and principal when due. The ratings of Moody's, S&P, and Fitch IBCA, Inc.
   ("Fitch") represent their opinions as to the quality of municipal securities
   which they undertake to rate. Ratings are not absolute standards of quality;
   consequently, municipal securities with the same maturity, coupon, and rating
   may have different yields. There are variations in municipal securities, both
   within a particular classification and between classifications, depending on
   numerous factors. It should also be pointed out that, unlike other types of
   investments, offerings of municipal securities have traditionally not been
   subject to regulation by, or registration with, the SEC, although there have
   been proposals which would provide for regulation in the future.

   The federal bankruptcy statutes relating to the debts of political
   subdivisions and authorities of states of the United States provide that, in
   certain circumstances, such subdivisions or authorities may be authorized to
   initiate bankruptcy proceedings without prior notice to or consent of
   creditors, which proceedings could result in material and adverse changes in
   the rights of holders of their obligations.


                                       5

<PAGE>

   Proposals have been introduced in Congress to restrict or eliminate the
   federal income tax exemption for interest on municipal securities, and
   similar proposals may be introduced in the future. Proposed "Flat Tax" and
   "Value Added Tax" proposals would also have the effect of eliminating the tax
   preference for municipal securities. Some of the past proposals would have
   applied to interest on municipal securities issued before the date of
   enactment, which would have adversely affected their value to a material
   degree. If such a proposal were enacted, the availability of municipal
   securities for investment by the funds and the value of a fund's portfolio
   would be affected and, in such an event, a fund would reevaluate its
   investment objectives and policies.

   Although the banks and securities dealers with which the fund will transact
   business will be banks and securities dealers that T. Rowe Price believes to
   be financially sound, there can be no assurance that they will be able to
   honor their obligations to the fund with respect to such transactions.

   Municipal Bond Insurance All of the funds may purchase insured bonds from
   time to time. Municipal bond insurance provides an unconditional and
   irrevocable guarantee that the insured bond's principal and interest will be
   paid when due. The guarantee is purchased from a private, non-governmental
   insurance company.

   There are two types of insured securities that may be purchased by the funds:
   bonds carrying either (1) new issue insurance; or (2) secondary insurance.
   New issue insurance is purchased by the issuer of a bond in order to improve
   -------------------
   the bond's credit rating. By meeting the insurer's standards and paying an
   insurance premium based on the bond's principal value, the issuer is able to
   obtain a higher credit rating for the bond. Once purchased, municipal bond
   insurance cannot be canceled, and the protection it affords continues as long
   as the bonds are outstanding and the insurer remains solvent.

   The funds may also purchase bonds that carry secondary insurance purchased by
                                                -------------------
   an investor after a bond's original issuance. Such policies insure a security
   for the remainder of its term. Generally, the funds expect that portfolio
   bonds carrying secondary insurance will have been insured by a prior
   investor. However, the funds may, on occasion, purchase secondary insurance
   on their own behalf.

   Each of the municipal bond insurance companies has established reserves to
   cover estimated losses. Both the method of establishing these reserves and
   the amount of the reserves vary from company to company. The risk that a
   municipal bond insurance company may experience a claim extends over the life
   of each insured bond. Municipal bond insurance companies are obligated to pay
   a bond's interest and principal when due if the issuing entity defaults on
   the insured bond. Although defaults on insured municipal bonds have been low
   to date, there is no assurance this low rate will continue in the future. A
   higher than expected default rate could deplete loss reserves and adversely
   affect the ability of a municipal bond insurer to pay claims to holders of
   insured bonds, such as the fund.

   Municipal Money Market Fund

   The Money Fund will limit its purchases of portfolio instruments to those
   U.S. dollar-denominated securities which the fund's Board of Directors
   determines present minimal credit risk, and which are Eligible Securities as
   defined in Rule 2a-7 under the 1940 Act. Eligible Securities are generally
   securities which have been rated (or whose issuer has been rated or whose
   issuer has comparable securities rated) in one of the two highest short-term
   rating categories (which may include sub-categories) by nationally recognized
   statistical rating organizations or, in the case of any instrument that is
   not so rated, is of comparable high quality as determined by T. Rowe Price
   pursuant to written guidelines established under the supervision of the
   fund's Board of Directors. In addition, the fund may treat variable and
   floating rate instruments with demand features as short-term securities
   pursuant to Rule 2a-7 under the 1940 Act.

   There can be no assurance that the fund will achieve its investment
   objectives or be able to maintain its net asset value per share at $1.00. The
   price of the fund is not guaranteed or insured, and its yield is not fixed.
   While the fund invests in high-grade money market instruments, investment in
   the fund is not without risk even if all portfolio instruments are paid in
   full at maturity. An increase in interest rates could reduce the value of the
   fund's portfolio investments, and a decline in interest rates could increase
   the value.


                                       6

<PAGE>

   The price stability and liquidity of the Money Fund may not be equal to that
   of a taxable money market fund which exclusively invests in short-term
   taxable money market securities. The taxable money market is a broader and
   more liquid market with a greater number of investors, issuers, and market
   makers than the short-term municipal securities market. The weighted average
   maturity of the fund varies: the shorter the average maturity of a portfolio,
   the less its price will be impacted by interest rate fluctuations.

   Intermediate and Income Funds

   Because of their investment policies, the Intermediate and Income Funds may
   not be suitable or appropriate for all investors. The funds are designed for
   investors who wish to invest in long-term funds for income, and who would
   benefit, because of their tax bracket, from receiving income that is exempt
   from federal income taxes. The Intermediate and Income Funds' investment
   programs permit the purchase of investment-grade securities that do not meet
   the high-quality standards of the Money Fund. Since investors generally
   perceive that there are greater risks associated with investment in
   lower-quality securities, the yield from such securities normally exceeds
   those obtainable from higher-quality securities. In addition, the principal
   value of long-term lower-rated securities generally will fluctuate more
   widely than higher-quality securities. Lower-quality investments entail a
   higher risk of default--that is, the nonpayment of interest and principal by
   the issuer than higher-quality investments. The value of the portfolio
   securities of the Intermediate and Income Funds will fluctuate based upon
   market conditions. Although these funds seek to reduce credit risk by
   investing in a diversified portfolio, such diversification does not eliminate
   all risk. These funds are also not intended to provide a vehicle for
   short-term trading purposes.


                                Debt Obligations

   Yields on short-, intermediate-, and long-term debt securities are dependent
   on a variety of factors, including the general conditions of the money and
   bond markets, the size of a particular offering, the maturity of the
   obligation, and the credit quality and rating of the issue. Debt securities
   with longer maturities tend to have higher yields and are generally subject
   to potentially greater capital appreciation and depreciation than obligations
   with shorter maturities and lower yields. The market prices of debt
   securities usually vary, depending upon available yields. An increase in
   interest rates will generally reduce the value of portfolio debt securities,
   and a decline in interest rates will generally increase the value of
   portfolio debt securities. The ability of the fund to achieve its investment
   objective is also dependent on the continuing ability of the issuers of the
   debt securities in which the fund invests to meet their obligations for the
   payment of interest and principal when due. Although the fund seeks to reduce
   risk by portfolio diversification, credit analysis, and attention to trends
   in the economy, industries and financial markets, such efforts will not
   eliminate all risk. There can, of course, be no assurance that the fund will
   achieve its investment objective.

   After purchase by the fund, a debt security may cease to be rated or its
   rating may be reduced below the minimum required for purchase by the fund.
   Neither event will require a sale of such security by the fund. However, T.
   Rowe Price will consider such event in its determination of whether the fund
   should continue to hold the security. To the extent that the ratings given by
   Moody's or S&P may change as a result of changes in such organizations or
   their rating systems, the fund will attempt to use comparable ratings as
   standards for investments in accordance with the investment policies
   contained in the prospectus. When purchasing unrated securities, T. Rowe
   Price, under the supervision of the fund's Board of Directors, determines
   whether the unrated security is of a quality comparable to that which the
   fund is allowed to purchase.

   Special Risks of High-Yield Investing The fund may invest in low-quality
   bonds commonly referred to as "junk bonds." Junk bonds are regarded as
   predominantly speculative with respect to the issuer's continuing ability to
   meet principal and interest payments. Because investment in low- and
   lower-medium-quality bonds involves greater investment risk, to the extent
   the fund invests in such bonds, achievement of its investment objective will
   be more dependent on T. Rowe Price's credit analysis than would be the case
   if the fund were investing in higher-quality bonds. High-yield bonds may be
   more susceptible to real or perceived adverse economic conditions than
   investment-grade bonds. A projection of an economic downturn, or higher
   interest rates, for example, could cause a decline in high-yield bond prices
   because the advent of such events could lessen the ability of highly
   leveraged issuers to make principal and interest payments on their debt
   securities. In addition, the secondary trading market for high-yield bonds
   may be less liquid than the market for higher-grade bonds,


                                       7

<PAGE>

   which can adversely affect the ability of a fund to dispose of its portfolio
   securities. Bonds for which there is only a "thin" market can be more
   difficult to value inasmuch as objective pricing data may be less available
   and judgment may play a greater role in the valuation process.



 INVESTMENT PROGRAM
 -------------------------------------------------------------------------------
   All Summit Income Funds


                               Types of Securities

   Set forth below is additional information about certain of the investments
   described in each fund's prospectus.


                           Adjustable Rate Securities

   Generally, the maturity of a security is deemed to be the period remaining
   until the date (noted on the face of the instrument) on which the principal
   amount must be paid, or in the case of an instrument called for redemption,
   the date on which the redemption payment must be made. However, certain
   securities may be issued with adjustable interest rates that are reset
   periodically by predetermined formulas or indexes in order to minimize
   movements in the principal value of the investment in accordance with Rule
   2a-7 under the 1940 Act. Such securities may have long-term maturities, but
   may be treated as a short-term investment under certain conditions.
   Generally, as interest rates decrease or increase, the potential for capital
   appreciation or depreciation on these securities is less than for fixed rate
   obligations. These securities may take the following forms:

  . Variable Rate Securities A variable rate instrument is one whose terms
   provide for the adjustment of its interest rate on set dates and which, upon
   each adjustment until the final maturity of the instrument or the period
   remaining until the principal amount can be recovered through demand, can
   reasonably be expected to have a market value which approximates its
   amortized cost. A variable rate instrument, the principal amount of which is
   scheduled to be paid in 397 calendar days or less, is deemed to have a
   maturity equal to the earlier of the period remaining until the next
   readjustment of the interest rate or the period remaining until the principal
   amount can be recovered through demand. A variable rate instrument the
   principal amount of which is scheduled to be paid in more than 397 calendar
   days and which is subject to a demand feature which entitles the purchaser to
   receive the principal amount of the underlying security or securities, either
   (i) at any time upon notice of no more than 30 days, or (ii) at specified
   intervals not exceeding 397 calendar days and upon no more than 30 days'
   notice ("Demand Feature"), is deemed to have a maturity equal to the longer
   of the period remaining until the next readjustment of the interest rate or
   the period remaining until the principal amount can be recovered through
   demand. A government security that is a variable rate security where the
   variable rate is readjusted no less frequently than every 762 calendar days
   is deemed to have a maturity equal to the period remaining until the next
   readjustment of the interest rate.

  . Floating Rate Securities A floating rate security provides for the
   adjustment of its interest rates whenever a specified interest rate changes
   and which, at any time until the final maturity of the instrument or the
   period remaining until the principal amount can be recovered through demand,
   can reasonably be expected to have a market value that approximates its
   amortized cost. A floating rate security, the principal amount of which must
   unconditionally be paid in 397 calendar days or less is deemed to have a
   maturity of one day. A floating rate security, the principal amount of which
   is scheduled to be paid in more than 397 calendar days, that is subject to a
   Demand Feature is deemed to have a maturity equal to the period remaining
   until the principal amount can be recovered through demand. A government
   security that is a floating rate security is deemed to have a remaining
   maturity of one day.

  . Put Option Bonds Long-term obligations with maturities longer than one year
   may provide purchasers an optional or mandatory tender of the security at par
   value at predetermined intervals, often ranging from one month to several
   years (e.g., a 30-year bond with a five-year tender period). These
   instruments are deemed to have a maturity equal to the period remaining to
   the put date.


                                       8

<PAGE>

             When-Issued Securities and Forward Commitment Contracts

   The price of such securities, which may be expressed in yield terms, is fixed
   at the time the commitment to purchase is made, but delivery and payment take
   place at a later date. Normally, the settlement date occurs within 90 days of
   the purchase for When-Issueds, but may be substantially longer for Forwards.
   During the period between purchase and settlement, no payment is made by the
   fund to the issuer and no interest accrues to the fund. The purchase of these
   securities will result in a loss if their value declines prior to the
   settlement date. This could occur, for example, if interest rates increase
   prior to settlement. The longer the period between purchase and settlement,
   the greater the risks are. At the time the fund makes the commitment to
   purchase these securities, it will record the transaction and reflect the
   value of the security in determining its net asset value. The fund will cover
   these securities by maintaining cash, liquid, high-grade debt securities, or
   other suitable cover as permitted by the SEC with its custodian bank equal in
   value to commitments for them during the time between the purchase and the
   settlement. Therefore, the longer this period, the longer the period during
   which alternative investment options are not available to the fund (to the
   extent of the securities used for cover). Such securities either will mature
   or, if necessary, be sold on or before the settlement date.

   To the extent the fund remains fully or almost fully invested (in securities
   with a remaining maturity of more than one year) at the same time it
   purchases these securities, there will be greater fluctuations in the fund's
   net asset value than if the fund did not purchase them.


                             Money Market Securities

   The money market securities that the funds may invest in are generally
   limited to those described below.

  . U.S. Government Obligations Bills, notes, bonds, and other debt securities
   issued by the U.S. Treasury. These are direct obligations of the U.S.
   government and differ mainly in the length of their maturities.

  . U.S. Government Agency Securities Issued or guaranteed by U.S.
   government-sponsored enterprises and federal agencies. These include
   securities issued by the Federal National Mortgage Association, Government
   National Mortgage Association, Federal Home Loan Bank, Federal Land Banks,
   Farmers Home Administration, Banks for Cooperatives, Federal Intermediate
   Credit Banks, Federal Financing Bank, Farm Credit Banks, the Small Business
   Association, and the Tennessee Valley Authority. Some of these securities are
   supported by the full faith and credit of the U.S. Treasury; the remainder
   are supported only by the credit of the instrumentality, which may or may not
   include the right of the issuer to borrow from the Treasury.

  . Bank Obligations Certificates of deposit, bankers' acceptances, and other
   short-term debt obligations. Certificates of deposit are short-term
   obligations of commercial banks. A bankers' acceptance is a time draft drawn
   on a commercial bank by a borrower, usually in connection with international
   commercial transactions. Certificates of deposit may have fixed or variable
   rates. The fund may invest in U.S. banks, foreign branches of U.S. banks,
   U.S. branches of foreign banks, and foreign branches of foreign banks.

  . Short-Term Corporate Debt Securities Outstanding nonconvertible corporate
   debt securities (e.g., bonds and debentures) which have one year or less
   remaining to maturity. Corporate notes may have fixed, variable, or floating
   rates.

  . Commercial Paper and Commercial Notes Short-term promissory notes issued by
   corporations primarily to finance short-term credit needs. Certain notes may
   have floating or variable rates and may contain options, exercisable by
   either the buyer or the seller, that extend or shorten the maturity of the
   note.

  . Funding Agreements Obligations of indebtedness negotiated privately between
   the funds and an insurance company. Often such instruments will have
   maturities with unconditional put features, exercisable by the funds,
   requiring return of principal within one year or less.

  . Foreign Government Securities Issued or guaranteed by a foreign government,
   province, instrumentality, political subdivision, or similar unit thereof.
   However, the Cash Reserves Fund will only purchase these securities if they
   are payable in U.S. dollars.

  . Savings and Loan Obligations Negotiable certificates of deposit and other
   short-term debt obligations of savings and loan associations.


                                       9

<PAGE>

  . Supranational Agencies Securities of certain supranational entities, such as
   the International Development Bank.

  . Determination of Maturity of Money Market Securities The Money Fund may only
   purchase securities which at the time of investment have remaining maturities
   of 397 calendar days or less. The other funds may also purchase money market
   securities. In determining the maturity of money market securities, funds
   will follow the provisions of Rule 2a-7 under the 1940 Act.

  . First Tier Money Market Securities Defined At least 95% of the Cash Reserves
   Fund's total assets will be maintained in first tier money market securities.
   First tier money market securities are those which are described as First
   Tier Securities under Rule 2a-7 of the 1940 Act. These include any security
   with a remaining maturity of 397 days or less that is rated (or that has been
   issued by an issuer that is rated with respect to a class of short-term debt
   obligations, or any security within that class that is comparable in priority
   and security with the security) by any two nationally recognized statistical
   rating organizations (NRSROs) (or if only one NRSRO has issued a rating, that
   NRSRO) in the highest rating category for short-term debt obligations (within
   which there may be sub-categories). First Tier Securities also include
   unrated securities comparable in quality to rated securities, as determined
   by T. Rowe Price pursuant to written guidelines established in accordance
   with Rule 2a-7 under the 1940 Act under the supervision of the fund's Board
   of Directors.


                             Asset-Backed Securities

   Each fund may invest a portion of its assets in debt obligations known as
   asset-backed securities.

   The credit quality of most asset-backed securities depends primarily on the
   credit quality of the assets underlying such securities, how well the entity
   issuing the security is insulated from the credit risk of the originator or
   any other affiliated entities and the amount and quality of any credit
   support provided to the securities. The rate of principal payment on
   asset-backed securities generally depends on the rate of principal payments
   received on the underlying assets which in turn may be affected by a variety
   of economic and other factors. As a result, the yield on any asset-backed
   security is difficult to predict with precision and actual yield to maturity
   may be more or less than the anticipated yield to maturity. Asset-backed
   securities may be classified as pass-through certificates or collateralized
   obligations.

   Pass-through certificates are asset-backed securities which represent an
   undivided fractional ownership interest in an underlying pool of assets.
   Pass-through certificates usually provide for payments of principal and
   interest received to be passed through to their holders, usually after
   deduction for certain costs and expenses incurred in administering the pool.

   Because pass-through certificates represent an ownership interest in the
   underlying assets, the holders thereof bear directly the risk of any defaults
   by the obligors on the underlying assets not covered by any credit support.
   See "Types of Credit Support."

   Asset-backed securities issued in the form of debt instruments, also known as
   collateralized obligations, are generally issued as the debt of a special
   purpose entity organized solely for the purpose of owning such assets and
   issuing such debt. Such assets are most often trade, credit card or
   automobile receivables. The assets collateralizing such asset-backed
   securities are pledged to a trustee or custodian for the benefit of the
   holders thereof. Such issuers generally hold no assets other than those
   underlying the asset-backed securities and any credit support provided. As a
   result, although payments on such asset-backed securities are obligations of
   the issuers, in the event of defaults on the underlying assets not covered by
   any credit support (see "Types of Credit Support"), the issuing entities are
   unlikely to have sufficient assets to satisfy their obligations on the
   related asset-backed securities.

  . Methods of Allocating Cash Flows While many asset-backed securities are
   issued with only one class of security, many asset-backed securities are
   issued in more than one class, each with different payment terms. Multiple
   class asset-backed securities are issued for two main reasons. First,
   multiple classes may be used as a method of providing credit support. This is
   accomplished typically through creation of one or more classes whose right to
   payments on the asset-backed security is made subordinate to the right to
   such payments of the remaining class or classes. See "Types of Credit
   Support." Second, multiple classes may permit the issuance of


                                       10

<PAGE>

   securities with payment terms, interest rates or other characteristics
   differing both from those of each other and from those of the underlying
   assets. Examples include so-called "strips" (asset-backed securities
   entitling the holder to disproportionate interests with respect to the
   allocation of interest and principal of the assets backing the security), and
   securities with class or classes having characteristics which mimic the
   characteristics of non-asset-backed securities, such as floating interest
   rates (i.e., interest rates which adjust as a specified benchmark changes) or
   scheduled amortization of principal.

   Asset-backed securities in which the payment streams on the underlying assets
   are allocated in a manner different than those described above may be issued
   in the future. The fund may invest in such asset-backed securities if such
   investment is otherwise consistent with its investment objectives and
   policies and with the investment restrictions of the fund.

  . Types of Credit Support Asset-backed securities are often backed by a pool
   of assets representing the obligations of a number of different parties. To
   lessen the effect of failures by obligors on underlying assets to make
   payments, such securities may contain elements of credit support. Such credit
   support falls into two classes: liquidity protection and protection against
   ultimate default by an obligor on the underlying assets. Liquidity protection
   refers to the provision of advances, generally by the entity administering
   the pool of assets, to ensure that scheduled payments on the underlying pool
   are made in a timely fashion. Protection against ultimate default ensures
   ultimate payment of the obligations on at least a portion of the assets in
   the pool. Such protection may be provided through guarantees, insurance
   policies or letters of credit obtained from third parties "external credit
   enhancement", through various means of structuring the transaction "internal
   credit enhancement" or through a combination of such approaches. Examples of
   asset-backed securities with credit support arising out of the structure of
   the transaction include "senior-subordinated securities" (multiple class
   asset-backed securities with certain classes subordinate to other classes as
   to the payment of principal thereon, with the result that defaults on the
   underlying assets are borne first by the holders of the subordinated class)
   and asset-backed securities that have "reserve funds" (where cash or
   investments, sometimes funded from a portion of the initial payments on the
   underlying assets, are held in reserve against future losses) or that have
   been "over collateralized" (where the scheduled payments on, or the principal
   amount of, the underlying assets substantially exceeds that required to make
   payment of the asset-backed securities and pay any servicing or other fees).
   The degree of credit support provided on each issue is based generally on
   historical information respecting the level of credit risk associated with
   such payments. Depending upon the type of assets securitized, historical
   information on credit risk and prepayment rates may be limited or even
   unavailable. Delinquency or loss in excess of that anticipated could
   adversely affect the return on an investment in an asset-backed security.

  . Automobile Receivable Securities The fund may invest in asset-backed
   securities which are backed by receivables from motor vehicle installment
   sales contracts or installment loans secured by motor vehicles ("Automobile
   Receivable Securities"). Since installment sales contracts for motor vehicles
   or installment loans related thereto ("Automobile Contracts") typically have
   shorter durations and lower incidences of prepayment, Automobile Receivable
   Securities generally will exhibit a shorter average life and are less
   susceptible to prepayment risk.

   Most entities that issue Automobile Receivable Securities create an
   enforceable interest in their respective Automobile Contracts only by filing
   a financing statement and by having the servicer of the Automobile Contracts,
   which is usually the originator of the Automobile Contracts, take custody
   thereof. In such circumstances, if the servicer of the Automobile Contracts
   were to sell the same Automobile Contracts to another party, in violation of
   its obligation not to do so, there is a risk that such party could acquire an
   interest in the Automobile Contracts superior to that of the holders of
   Automobile Receivable Securities. Also, although most Automobile Contracts
   grant a security interest in the motor vehicle being financed, in most states
   the security interest in a motor vehicle must be noted on the certificate of
   title to create an enforceable security interest against competing claims of
   other parties. Due to the large number of vehicles involved, however, the
   certificate of title to each vehicle financed, pursuant to the Automobile
   Contracts underlying the Automobile Receivable Security, usually is not
   amended to reflect the assignment of the seller's security interest for the
   benefit of the holders of the Automobile Receivable Securities. Therefore,
   there is the possibility that recoveries on repossessed collateral may not,
   in some cases, be available to support payments


                                       11

<PAGE>

   on the securities. In addition, various state and federal securities laws
   give the motor vehicle owner the right to assert against the holder of the
   owner's Automobile Contract certain defenses such owner would have against
   the seller of the motor vehicle. The assertion of such defenses could reduce
   payments on the Automobile Receivable Securities.

  . Credit Card Receivable Securities The fund may invest in asset-backed
   securities backed by receivables from revolving credit card agreements
   ("Credit Card Receivable Securities"). Credit balances on revolving credit
   card agreements ("Accounts") are generally paid down more rapidly than are
   Automobile Contracts. Most of the Credit Card Receivable Securities issued
   publicly to date have been Pass-Through Certificates. In order to lengthen
   the maturity of Credit Card Receivable Securities, most such securities
   provide for a fixed period during which only interest payments on the
   underlying Accounts are passed through to the security holder and principal
   payments received on such Accounts are used to fund the transfer to the pool
   of assets supporting the related Credit Card Receivable Securities of
   additional credit card charges made on an Account. The initial fixed period
   usually may be shortened upon the occurrence of specified events which signal
   a potential deterioration in the quality of the assets backing the security,
   such as the imposition of a cap on interest rates. The ability of the issuer
   to extend the life of an issue of Credit Card Receivable Securities thus
   depends upon the continued generation of additional principal amounts in the
   underlying account during the initial period and the non-occurrence of
   specified events. An acceleration in cardholders' payment rates or any other
   event which shortens the period during which additional credit card charges
   on an Account may be transferred to the pool of assets supporting the related
   Credit Card Receivable Security could shorten the weighted average life and
   yield of the Credit Card Receivable Security.

   Credit cardholders are entitled to the protection of a number of state and
   federal consumer credit laws, many of which give such holder the right to set
   off certain amounts against balances owed on the credit card, thereby
   reducing amounts paid on Accounts. In addition, unlike most other
   asset-backed securities, Accounts are unsecured obligations of the
   cardholder.

  . Other Assets Asset-backed securities backed by assets other than those
   described above, including, but not limited to, small-business loans and
   accounts receivable, equipment leases, commercial real estate loans, boat
   loans and manufacturing housing loans. The fund may invest in such securities
   in the future if such investment is otherwise consistent with its investment
   objective and policies.

   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.


                        Illiquid or Restricted Securities

   Restricted securities may be sold only in privately negotiated transactions
   or in a public offering with respect to which a registration statement is in
   effect under the Securities Act of 1933 (the "1933 Act"). Where registration
   is required, the fund may be obligated to pay all or part of the registration
   expenses, and a considerable period may elapse between the time of the
   decision to sell and the time the fund may be permitted to sell a security
   under an effective registration statement. If, during such a period, adverse
   market conditions were to develop, the fund might obtain a less favorable
   price than prevailed when it decided to sell. Restricted securities will be
   priced at fair value as determined in accordance with procedures prescribed
   by the fund's Board of Directors. If, through the appreciation of illiquid
   securities or the depreciation of liquid securities, the fund should be in a
   position where more than 15% (10% for Cash Reserves) of the value of its net
   assets is invested in illiquid assets, including restricted securities, the
   fund will take appropriate steps to protect liquidity.

   Notwithstanding the above, the fund may purchase securities which, while
   privately placed, are eligible for purchase and sale under Rule 144A under
   the 1933 Act. This rule permits certain qualified institutional buyers, such
   as the fund, to trade in privately placed securities even though such
   securities are not registered under the 1933 Act. T. Rowe Price, under the
   supervision of the fund's Board of Directors, will consider whether
   securities purchased under Rule 144A are illiquid and thus subject to the
   fund's restriction of investing no more than 15% (10% for Cash Reserves) 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


                                       12

<PAGE>

   will consider the trading markets for the specific security taking into
   account the unregistered nature of a Rule 144A security. In addition, T. Rowe
   Price 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% (10% for Cash Reserves) 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.

   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.


                           Mortgage-Related Securities

   Limited-Term Bond and GNMA Funds

   Mortgage-related securities in which the fund may invest include, but are not
   limited to, those described below.

  . Mortgage-Backed Securities Mortgage-backed securities are securities
   representing an interest in a pool of mortgages. The mortgages may be of a
   variety of types, including adjustable rate, conventional 30-year fixed rate,
   graduated payment, and 15-year. Principal and interest payments made on the
   mortgages in the underlying mortgage pool are passed through to the fund.
   This is in contrast to traditional bonds where principal is normally paid
   back at maturity in a lump sum. Unscheduled prepayments of principal shorten
   the securities' weighted average life and may lower their total return. (When
   a mortgage in the underlying mortgage pool is prepaid, an unscheduled
   principal prepayment is passed through to the fund. This principal is
   returned to the fund at par. As a result, if a mortgage security were trading
   at a premium, its total return would be lowered by prepayments, and if a
   mortgage security were trading at a discount, its total return would be
   increased by prepayments.) The value of these securities also may change
   because of changes in the market's perception of the creditworthiness of the
   federal agency that issued them. In addition, the mortgage securities market
   in general may be adversely affected by changes in governmental regulation or
   tax policies.

  . U.S. Government Agency Mortgage-Backed Securities These are obligations
   issued or guaranteed by the United States government or one of its agencies
   or instrumentalities, such as the Government National Mortgage Association
   ("Ginnie Mae" or "GNMA"), the Federal National Mortgage Association ("Fannie
   Mae" or "FNMA") the Federal Home Loan Mortgage Corporation ("Freddie Mac" or
   "FHLMC"), and the Federal Agricultural Mortgage Corporation ("Farmer Mac" or
   "FAMC"). FNMA, FHLMC, and FAMC obligations are not backed by the full faith
   and credit of the U.S. government as GNMA certificates are, but they are
   supported by the instrumentality's right to borrow from the United States
   Treasury. U.S. Government Agency Mortgage-Backed Certificates provide for the
   pass-through to investors of their pro-rata share of monthly payments
   (including any prepayments) made by the individual borrowers on the pooled
   mortgage loans, net of any fees paid to the guarantor of such securities and
   the servicer of the underlying mortgage loans. Each of GNMA, FNMA, FHLMC, and
   FAMC guarantees timely distributions of interest to certificate holders. GNMA
   and FNMA guarantee timely distributions of scheduled principal. FHLMC has in
   the past guaranteed only the ultimate collection of principal of the
   underlying mortgage loan; however, FHLMC now issues mortgage-backed
   securities (FHLMC Gold PCS) which also guarantee timely payment of monthly
   principal reductions.

  . Ginnie Mae Certificates Ginnie Mae is a wholly owned corporate
   instrumentality of the United States within the Department of Housing and
   Urban Development. The National Housing Act of 1934, as amended (the "Housing
   Act"), authorizes Ginnie Mae to guarantee the timely payment of the principal
   of and interest on certificates that are based on and backed by a pool of
   mortgage loans insured by the Federal Housing Administration under the
   Housing Act, or Title V of the Housing Act of 1949 ("FHA Loans"), or
   guaranteed by the Department of Veterans Affairs under the Servicemen's
   Readjustment Act of 1944, as amended ("VA


                                       13

<PAGE>

   Loans"), or by pools of other eligible mortgage loans. The Housing Act
   provides that the full faith and credit of the United States government is
   pledged to the payment of all amounts that may be required to be paid under
   any guaranty. In order to meet its obligations under such guaranty, Ginnie
   Mae is authorized to borrow from the United States Treasury with no
   limitations as to amount.

  . Fannie Mae Certificates Fannie Mae is a federally chartered and privately
   owned corporation organized and existing under the Federal National Mortgage
   Association Charter Act of 1938. FNMA Certificates represent a pro-rata
   interest in a group of mortgage loans purchased by Fannie Mae. FNMA
   guarantees the timely payment of principal and interest on the securities it
   issues. The obligations of FNMA are not backed by the full faith and credit
   of the U.S. government.

  . Freddie Mac Certificates Freddie Mac is a corporate instrumentality of the
   United States created pursuant to the Emergency Home Finance Act of 1970, as
   amended ("FHLMC Act"). Freddie Mac Certificates represent a pro-rata interest
   in a group of mortgage loans ("Freddie Mac Certificates") purchased by
   Freddie Mac. Freddie Mac guarantees timely payment of interest and principal
   on certain securities it issues and timely payment of interest and eventual
   payment of principal on other securities it issues. The obligations of
   Freddie Mac are obligations solely of Freddie Mac and are not backed by the
   full faith and credit of the U.S. government.

  . Farmer Mac Certificates Farmer Mac is a federally chartered instrumentality
   of the United States established by Title VIII of the Farm Credit Act of
   1971, as amended ("Charter Act"). Farmer Mac was chartered primarily to
   attract new capital for financing of agricultural real estate by making a
   secondary market in certain qualified agricultural real estate loans. Farmer
   Mac provides guarantees of timely payment of principal and interest on
   securities representing interests in, or obligations backed by, pools of
   mortgages secured by first liens on agricultural real estate ("Farmer Mac
   Certificates"). Similar to Fannie Mae and Freddie Mac, Farmer Mac
   Certificates are not supported by the full faith and credit of the U.S.
   government; rather, Farmer Mac may borrow from the U.S. Treasury to meet its
   guaranty obligations.

   As discussed above, prepayments on the underlying mortgages and their effect
   upon the rate of return of a mortgage-backed security, is the principal
   investment risk for a purchaser of such securities, like the fund. Over time,
   any pool of mortgages will experience prepayments due to a variety of
   factors, including (1) sales of the underlying homes (including
   foreclosures), (2) refinancings of the underlying mortgages, and (3)
   increased amortization by the mortgagee. These factors, in turn, depend upon
   general economic factors, such as level of interest rates and economic
   growth. Thus, investors normally expect prepayment rates to increase during
   periods of strong economic growth or declining interest rates, and to
   decrease in recessions and rising interest rate environments. Accordingly,
   the life of the mortgage-backed security is likely to be substantially
   shorter than the stated maturity of the mortgages in the underlying pool.
   Because of such variation in prepayment rates, it is not possible to predict
   the life of a particular mortgage-backed security, but FHA statistics
   indicate that 25- to 30-year single family dwelling mortgages have an average
   life of approximately 12 years. The majority of Ginnie Mae Certificates are
   backed by mortgages of this type, and, accordingly, the generally accepted
   practice treats Ginnie Mae Certificates as 30-year securities which prepay in
   full in the 12th year. FNMA and Freddie Mac Certificates may have differing
   prepayment characteristics.

   Fixed rate mortgage-backed securities bear a stated "coupon rate" which
   represents the effective mortgage rate at the time of issuance, less certain
   fees to GNMA, FNMA and FHLMC for providing the guarantee, and the issuer for
   assembling the pool and for passing through monthly payments of interest and
   principal.

   Payments to holders of mortgage-backed securities consist of the monthly
   distributions of interest and principal less the applicable fees. The actual
   yield to be earned by a holder of mortgage-backed securities is calculated by
   dividing interest payments by the purchase price paid for the mortgage-backed
   securities (which may be at a premium or a discount from the face value of
   the certificate).

   Monthly distributions of interest, as contrasted to semiannual distributions
   which are common for other fixed interest investments, have the effect of
   compounding and thereby raising the effective annual yield earned on
   mortgage-backed securities. Because of the variation in the life of the pools
   of mortgages which back various mortgage-backed securities, and because it is
   impossible to anticipate the rate of interest at which future


                                       14

<PAGE>

   principal payments may be reinvested, the actual yield earned from a
   portfolio of mortgage-backed securities will differ significantly from the
   yield estimated by using an assumption of a certain life for each
   mortgage-backed security included in such a portfolio as described above.

  . Collateralized Mortgage Obligations (CMOs) CMOs are bonds that are
   collateralized by whole loan mortgages or mortgage pass-through securities.
   The bonds issued in a CMO deal are divided into groups, and each group of
   bonds is referred to as a "tranche." Under the traditional CMO structure, the
   cash flows generated by the mortgages or mortgage pass-through securities in
   the collateral pool are used to first pay interest and then pay principal to
   the CMO bondholders. The bonds issued under such CMO structure are retired
   sequentially as opposed to the pro-rata return of principal found in
   traditional pass-through obligations. Subject to the various provisions of
   individual CMO issues, the cash flow generated by the underlying collateral
   (to the extent it exceeds the amount required to pay the stated interest) is
   used to retire the bonds. Under the CMO structure, the repayment of principal
   among the different tranches is prioritized in accordance with the terms of
   the particular CMO issuance. The "fastest-pay" tranche of bonds, as specified
   in the prospectus for the issuance, would initially receive all principal
   payments. When that tranche of bonds is retired, the next tranche, or
   tranches, in the sequence, as specified in the prospectus, receive all of the
   principal payments until they are retired. The sequential retirement of bond
   groups continues until the last tranche, or group of bonds, is retired.
   Accordingly, the CMO structure allows the issuer to use cash flows of long
   maturity, monthly-pay collateral to formulate securities with short,
   intermediate and long final maturities and expected average lives.

   In recent years, new types of CMO tranches have evolved. These include
   floating rate CMOs, planned amortization classes, accrual bonds and CMO
   residuals. These newer structures affect the amount and timing of principal
   and interest received by each tranche from the underlying collateral. Under
   certain of these new structures, given classes of CMOs have priority over
   others with respect to the receipt of prepayments on the mortgages.
   Therefore, depending on the type of CMOs in which the fund invests, the
   investment may be subject to a greater or lesser risk of prepayment than
   other types of mortgage-related securities.

   The primary risk of any mortgage security is the uncertainty of the timing of
   cash flows. For CMOs, the primary risk results from the rate of prepayments
   on the underlying mortgages serving as collateral and from the structure of
   the deal (priority of the individual tranches). An increase or decrease in
   prepayment rates (resulting from a decrease or increase in mortgage interest
   rates) will affect the yield, average life and price of CMOs. The prices of
   certain CMOs, depending on their structure and the rate of prepayments, can
   be volatile. Some CMOs may also not be as liquid as other securities.

  . U.S. Government Agency Multiclass Pass-Through Securities Unlike CMOs, U.S.
   Government Agency Multiclass Pass-Through Securities, which include FNMA
   Guaranteed REMIC Pass-Through Certificates and FHLMC Multi-Class Mortgage
   Participation Certificates, are ownership interests in a pool of Mortgage
   Assets. Unless the context indicates otherwise, all references herein to CMOs
   include multiclass pass-through securities.

  . Multi-Class Residential Mortgage Securities Such securities represent
   interests in pools of mortgage loans to residential home buyers made by
   commercial banks, savings and loan associations or other financial
   institutions. Unlike GNMA, FNMA and FHLMC securities, the payment of
   principal and interest on Multi-Class Residential Mortgage Securities is not
   guaranteed by the U.S. government or any of its agencies. Accordingly, yields
   on Multi-Class Residential Mortgage Securities have been historically higher
   than the yields on U.S. government mortgage securities. However, the risk of
   loss due to default on such instruments is higher since they are not
   guaranteed by the U.S. government or its agencies. Additionally, pools of
   such securities may be divided into senior or subordinated segments. Although
   subordinated mortgage securities may have a higher yield than senior mortgage
   securities, the risk of loss of principal is greater because losses on the
   underlying mortgage loans must be borne by persons holding subordinated
   securities before those holding senior mortgage securities.

  . Privately Issued Mortgage-Backed Certificates These are pass-through
   certificates issued by non-governmental issuers. Pools of conventional
   residential or commercial mortgage loans created by such issuers generally
   offer a higher rate of interest than government and government-related pools
   because there are no direct or indirect government guarantees of payment.
   Timely payment of interest and principal of these pools is, however,


                                       15

<PAGE>

   generally supported by various forms of insurance or guarantees, including
   individual loan, title, pool and hazard insurance. The insurance and
   guarantees are issued by government entities, private insurance or the
   mortgage poolers. Such insurance and guarantees and the creditworthiness of
   the issuers thereof will be considered in determining whether a
   mortgage-related security meets the fund's quality standards. The fund may
   buy mortgage-related securities without insurance or guarantees if through an
   examination of the loan experience and practices of the poolers, the
   investment manager determines that the securities meet the fund's quality
   standards.

  . Stripped Mortgage-Backed Securities These instruments are a type of
   potentially high-risk derivative. They represent interests in a pool of
   mortgages, the cash flow of which has been separated into its interest and
   principal components. "IOs" (interest only securities) receive the interest
   portion of the cash flow while "POs" (principal only securities) receive the
   principal portion. IOs and POs are usually structured as tranches of a CMO.
   Stripped Mortgage-Backed Securities may be issued by U.S. government agencies
   or by private issuers similar to those described above with respect to CMOs
   and privately issued mortgage-backed certificates. As interest rates rise and
   fall, the value of IOs tends to move in the same direction as interest rates.
   The value of the other mortgage-backed securities described herein, like
   other debt instruments, will tend to move in the opposite direction compared
   to interest rates. Under the Code, POs may generate taxable income from the
   current accrual of original issue discount, without a corresponding
   distribution of cash to the fund.

   The cash flows and yields on IO and PO classes are extremely sensitive to the
   rate of principal payments (including prepayments) on the related underlying
   mortgage assets. In the case of IOs, prepayments affect the amount, but not
   the timing, of cash flows provided to the investor. In contrast, prepayments
   on the mortgage pool affect the timing, but not the amount, of cash flows
   received by investors in POs. For example, a rapid or slow rate of principal
   payments may have a material adverse effect on the prices of IOs or POs,
   respectively. If the underlying mortgage assets experience greater than
   anticipated prepayments of principal, an investor may fail to fully recoup
   its initial investment in an IO class of a stripped mortgage-backed security,
   even if the IO class is rated AAA or Aaa or is derived from a full faith and
   credit obligation. Conversely, if the underlying mortgage assets experience
   slower than anticipated prepayments of principal, the price on a PO class
   will be affected more severely than would be the case with a traditional
   mortgage-backed security.

   The staff of the SEC has advised the fund that it believes the fund should
   treat IOs and POs, other than government-issued IOs or POs backed by fixed
   rate mortgages, as illiquid securities and, accordingly, limit its
   investments in such securities, together with all other illiquid securities,
   to 15% of the fund's net assets. Under the staff's position, the
   determination of whether a particular government-issued IO or PO backed by
   fixed rate mortgages is liquid may be made on a case by case basis under
   guidelines and standards established by the fund's Board of Directors. The
   fund's Board of Directors has delegated to T. Rowe Price the authority to
   determine the liquidity of these investments based on the following
   guidelines: the type of issuer; type of collateral, including age and
   prepayment characteristics; rate of interest on coupon relative to current
   market rates and the effect of the rate on the potential for prepayments;
   complexity of the issue's structure, including the number of tranches; size
   of the issue and the number of dealers who make a market in the IO or PO.

  . Adjustable Rate Mortgage Securities ARMs, like fixed rate mortgages, have a
   specified maturity date, and the principal amount of the mortgage is repaid
   over the life of the mortgage. Unlike fixed rate mortgages, the interest rate
   on ARMs is adjusted at regular intervals based on a specified, published
   interest rate "index" such as a Treasury rate index. The new rate is
   determined by adding a specific interest amount, the "margin," to the
   interest rate of the index. Investment in ARM securities allows the fund to
   participate in changing interest rate levels through regular adjustments in
   the coupons of the underlying mortgages, resulting in more variable current
   income and lower price volatility than longer-term fixed rate mortgage
   securities. ARM securities are a less effective means of locking in long-term
   rates than fixed rate mortgages since the income from adjustable rate
   mortgages will increase during periods of rising interest rates and decline
   during periods of falling rates.

  . Characteristics of Adjustable Rate Mortgage Securities The interest rates
   paid on the mortgages underlying ARM securities are reset at regular
   intervals by adding an interest rate margin to a specified interest rate
   index. There are three main categories of indices: those based on U.S.
   Treasury securities such as the constant maturity treasury rate (CMT); those
   derived from a calculated measure such as a cost of funds index (COFI)


                                       16

<PAGE>

   or a moving average of mortgage rates; and those based on certain actively
   traded or prominent short-term rates such as the LIBOR. Some indices, such as
   the one-year constant maturity Treasury rate, closely mirror changes in
   interest rate levels. Others, such as COFI, tend to lag behind changes in
   market rate levels but reset monthly, thus tending to be somewhat less
   volatile. Such a delay in adjusting to changes in interest rates may cause
   securities owned by the fund to increase or decrease in value, particularly
   during periods between interest adjustment dates.

   ARMs will frequently have caps and floors which limit the maximum amount by
   which the interest rate to the residential borrower may move up or down,
   respectively, each adjustment period and over the life of the loan. Interest
   rate caps on ARM securities may cause them to decrease in value in an
   increasing interest rate environment. Such caps may also prevent their income
   from increasing to levels commensurate with prevailing interest rates.
   Conversely, interest rate floors on ARM securities may cause their income to
   remain higher than prevailing interest rate levels and result in an increase
   in the value of such securities. However, this increase may be tempered by
   the acceleration of prepayments.

   Mortgage securities generally have a maximum maturity of up to 30 years.
   However due to the adjustable rate feature of ARM securities, their prices
   are considered to have volatility characteristics which approximate the
   average period of time until the next adjustment of the interest rate. As a
   result, the principal volatility of ARM securities may be more comparable to
   short- and intermediate-term securities than to longer term fixed rate
   mortgage securities. Prepayments however, will increase their principal
   volatility. See also the discussion of Mortgage-Backed Securities.

  . Other Mortgage-Related Securities The fund expects that governmental,
   government-related or private entities may create mortgage loan pools
   offering pass-through investments in addition to those described above. The
   mortgages underlying these securities may be alternative mortgage
   instruments, that is, mortgage instruments whose principal or interest
   payments may vary or whose terms to maturity may differ from customary
   long-term fixed rate mortgages. As new types of mortgage-related securities
   are developed and offered to investors, the investment manager will,
   consistent with the fund's objective, policies and quality standards,
   consider making investments in such new types of securities.

   Limited-Term Bond and GNMA Funds


                               Hybrid Instruments

   Hybrid Instruments (a type of potentially high-risk derivative) have been
   developed and combine the elements of futures contracts or options with those
   of debt, preferred equity, or a depository instrument (hereinafter "Hybrid
   Instruments"). Generally, a Hybrid Instrument will be a debt security,
   preferred stock, depository share, trust certificate, certificate of deposit,
   or other evidence of indebtedness on which a portion of or all interest
   payments, and/or the principal or stated amount payable at maturity,
   redemption, or retirement, is determined by reference to prices, changes in
   prices, or differences between prices, of securities, currencies,
   intangibles, goods, articles, or commodities (collectively "Underlying
   Assets") or by another objective index, economic factor, or other measure,
   such as interest rates, currency exchange rates, commodity indices, and
   securities indices (collectively "Benchmarks"). Thus, Hybrid Instruments may
   take a variety of forms, including, but not limited to, debt instruments with
   interest or principal payments or redemption terms determined by reference to
   the value of a currency or commodity or securities index at a future point in
   time, preferred stock with dividend rates determined by reference to the
   value of a currency, or convertible securities with the conversion terms
   related to a particular commodity.

   Hybrid Instruments can be an efficient means of creating exposure to a
   particular market, or segment of a market, with the objective of enhancing
   total return. For example, a fund may wish to take advantage of expected
   declines in interest rates in several European countries, but avoid the
   transaction costs associated with buying and currency-hedging the foreign
   bond positions. One solution would be to purchase a U.S. dollar-denominated
   Hybrid Instrument whose redemption price is linked to the average three-year
   interest rate in a designated group of countries. The redemption price
   formula would provide for payoffs of greater than par if the average interest
   rate was lower than a specified level, and payoffs of less than par if rates
   were above the specified level. Furthermore, the fund could limit the
   downside risk of the security by establishing a


                                       17

<PAGE>

   minimum redemption price so that the principal paid at maturity could not be
   below a predetermined minimum level if interest rates were to rise
   significantly. The purpose of this arrangement, known as a structured
   security with an embedded put option, would be to give the fund the desired
   European bond exposure while avoiding currency risk, limiting downside market
   risk, and lowering transactions costs. Of course, there is no guarantee that
   the strategy will be successful, and the fund could lose money if, for
   example, interest rates do not move as anticipated or credit problems develop
   with the issuer of the Hybrid.

   The risks of investing in Hybrid Instruments reflect a combination of the
   risks of investing in securities, options, futures and currencies. Thus, an
   investment in a Hybrid Instrument may entail significant risks that are not
   associated with a similar investment in a traditional debt instrument that
   has a fixed principal amount, is denominated in U.S. dollars, or bears
   interest either at a fixed rate or a floating rate determined by reference to
   a common, nationally published benchmark. The risks of a particular Hybrid
   Instrument will, of course, depend upon the terms of the instrument, but may
   include, without limitation, the possibility of significant changes in the
   Benchmarks or the prices of Underlying Assets to which the instrument is
   linked. Such risks generally depend upon factors which are unrelated to the
   operations or credit quality of the issuer of the Hybrid Instrument and which
   may not be readily foreseen by the purchaser, such as economic and political
   events, the supply and demand for the Underlying Assets, and interest rate
   movements. In recent years, various Benchmarks and prices for Underlying
   Assets have been highly volatile, and such volatility may be expected in the
   future. Reference is also made to the discussion of futures, options, and
   forward contracts herein for a discussion of the risks associated with such
   investments.

   Hybrid Instruments are potentially more volatile and carry greater market
   risks than traditional debt instruments. Depending on the structure of the
   particular Hybrid Instrument, changes in a Benchmark may be magnified by the
   terms of the Hybrid Instrument and have an even more dramatic and substantial
   effect upon the value of the Hybrid Instrument. Also, the prices of the
   Hybrid Instrument and the Benchmark or Underlying Asset may not move in the
   same direction or at the same time.

   Hybrid Instruments may bear interest or pay preferred dividends at below
   market (or even relatively nominal) rates. Alternatively, Hybrid Instruments
   may bear interest at above market rates but bear an increased risk of
   principal loss (or gain). The latter scenario may result if "leverage" is
   used to structure the Hybrid Instrument. Leverage risk occurs when the Hybrid
   Instrument is structured so that a given change in a Benchmark or Underlying
   Asset is multiplied to produce a greater value change in the Hybrid
   Instrument, thereby magnifying the risk of loss as well as the potential for
   gain.

   Hybrid Instruments may also carry liquidity risk since the instruments are
   often "customized" to meet the portfolio needs of a particular investor, and
   therefore, the number of investors that are willing and able to buy such
   instruments in the secondary market may be smaller than that for more
   traditional debt securities. In addition, because the purchase and sale of
   Hybrid Instruments could take place in an over-the-counter market without the
   guarantee of a central clearing organization or in a transaction between the
   fund and the issuer of the Hybrid Instrument, the creditworthiness of the
   counter party or issuer of the Hybrid Instrument would be an additional risk
   factor which the fund would have to consider and monitor. Hybrid Instruments
   also may not be subject to regulation 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.

   The various risks discussed above, particularly the market risk of such
   instruments, may in turn cause significant fluctuations in the net asset
   value of the fund. Accordingly, the fund will limit its investments in Hybrid
   Instruments to 10% of total assets. However, because of their volatility, it
   is possible that the fund's investment in Hybrid Instruments will account for
   more than 10% of the fund's return (positive or negative).


                                       18

<PAGE>

   All Summit Municipal Funds


                               Types of Securities

   Set forth below is additional information about certain of the investments
   described in each fund's prospectus.


                              Municipal Securities

   Subject to the investment objectives and programs described in the prospectus
   and the additional investment restrictions described in this Statement of
   Additional Information, each fund's portfolio may consist of any combination
   of the various types of municipal securities described below or other types
   of municipal securities that may be developed. The amount of each fund's
   assets invested in any particular type of municipal security can be expected
   to vary.

   The term "municipal securities" means obligations issued by or on behalf of
   states, territories, and possessions of the United States and the District of
   Columbia and their political subdivisions, agencies and instrumentalities, as
   well as certain other persons and entities, the interest from which is exempt
   from federal income tax. In determining the tax-exempt status of a municipal
   security, the fund relies on the opinion of the issuer's bond counsel at the
   time of the issuance of the security. However, it is possible this opinion
   could be overturned, and as a result, the interest received by the fund from
   such a security might not be exempt from federal income tax.

   Municipal securities are classified by maturity as notes, bonds, or
   adjustable rate securities.


                                 Municipal Notes

   Municipal notes generally are used to provide short-term operating or capital
   needs and generally have maturities of one year or less. Municipal notes
   include:

  . Tax Anticipation Notes Tax anticipation notes are issued to finance working
   capital needs of municipalities. Generally, they are issued in anticipation
   of various seasonal tax revenue, such as income, property, use and business
   taxes, and are payable from these specific future taxes.

  . Revenue Anticipation Notes Revenue anticipation notes are issued in
   expectation of receipt of revenues, such as sales taxes, toll revenues or
   water and sewer charges, that are used to pay off the notes.

  . Bond Anticipation Notes Bond anticipation notes are issued to provide
   interim financing until long-term financing can be arranged. In most cases,
   the long-term bonds then provide the money for the repayment of the notes.

  . Tax-Exempt Commercial Paper Tax-exempt commercial paper is a short-term
   obligation with a stated maturity of 270 days or less. It is issued by state
   and local governments or their agencies to finance seasonal working capital
   needs or as short-term financing in anticipation of longer-term financing.

  . Municipal Bonds Municipal bonds, which meet longer-term capital needs and
   generally have maturities of more than one year when issued, have two
   principal classifications: general obligation bonds and revenue bonds. Two
   additional categories of potential purchases are lease revenue bonds and
   pre-refunded/escrowed to maturity bonds. Another type of municipal bond is
   referred to as an Industrial Development Bond.

  . General Obligation Bonds Issuers of general obligation bonds include states,
   counties, cities, towns, and special districts. The proceeds of these
   obligations are used to fund a wide range of public projects, including
   construction or improvement of schools, public buildings, highways and roads,
   and general projects not supported by user fees or specifically identified
   revenues. The basic security behind general obligation bonds is the issuer's
   pledge of its full faith and credit and taxing power for the payment of
   principal and interest. The taxes that can be levied for the payment of debt
   service may be limited or unlimited as to the rate or amount of special
   assessments. In many cases voter approval is required before an issuer may
   sell this type of bond.

  . Revenue Bonds The principal security for a revenue bond is generally the net
   revenues derived from a particular facility, or enterprise, or in some cases,
   the proceeds of a special charge or other pledged revenue source. Revenue
   bonds are issued to finance a wide variety of capital projects including:
   electric, gas, water and sewer systems; highways, bridges, and tunnels; port
   and airport facilities; colleges and universities; and


                                       19

<PAGE>

   hospitals. Revenue bonds are sometimes used to finance various privately
   operated facilities provided they meet certain tests established for
   tax-exempt status.

   Although the principal security behind these bonds may vary, many provide
   additional security in the form of a mortgage or debt service reserve fund.
   Some authorities provide further security in the form of the state's ability
   (without obligation) to make up deficiencies in the debt service reserve
   fund. Revenue bonds usually do not require prior voter approval before they
   may be issued.

  . Lease Revenue Bonds Municipal borrowers may also finance capital
   improvements or purchases with tax-exempt leases. The security for a lease is
   generally the borrower's pledge to make annual appropriations for lease
   payments. The lease payment is treated as an operating expense subject to
   appropriation risk and not a full faith and credit obligation of the issuer.
   Lease revenue bonds are generally considered less secure than a general
   obligation or revenue bond and often do not include a debt service reserve
   fund. To the extent the fund's Board determines such securities are illiquid,
   they will be subject to the fund's limit on illiquid securities. There have
   also been certain legal challenges to the use of lease revenue bonds in
   various states.

   The liquidity of such securities will be determined based on a variety of
   factors which may include, among others: (1) the frequency of trades and
   quotes for the obligation; (2) the number of dealers willing to purchase or
   sell the security and the number of other potential buyers; (3) the
   willingness of dealers to undertake to make a market in the security; (4) the
   nature of the marketplace trades, including the time needed to dispose of the
   security, the method of soliciting offers, and the mechanics of transfer; and
   (5) the rating assigned to the obligation by an established rating agency or
   T. Rowe Price.

  . Pre-refunded/Escrowed to Maturity Bonds Certain municipal bonds have been
   refunded with a later bond issue from the same issuer. The proceeds from the
   later issue are used to defease the original issue. In many cases the
   original issue cannot be redeemed or repaid until the first call date or
   original maturity date. In these cases, the refunding bond proceeds typically
   are used to buy U.S. Treasury securities that are held in an escrow account
   until the original call date or maturity date. The original bonds then become
   "pre-refunded" or "escrowed to maturity" and are considered as high-quality
   investments. While still tax-exempt, the security is the proceeds of the
   escrow account. To the extent permitted by the SEC and the Internal Revenue
   Service, a fund's investment in such securities refunded with U.S. Treasury
   securities will, for purposes of diversification rules applicable to the
   fund, be considered as an investment in U.S. Treasury securities.

  . Private Activity Bonds Under current tax law all municipal debt is divided
   broadly into two groups: governmental purpose bonds and private activity
   bonds. Governmental purpose bonds are issued to finance traditional public
   purpose projects such as public buildings and roads. Private activity bonds
   may be issued by a state or local government or public authority but
   principally benefit private users and are considered taxable unless a
   specific exemption is provided.

   The tax code currently provides exemptions for certain private activity bonds
   such as not-for-profit hospital bonds, small-issue industrial development
   revenue bonds and mortgage subsidy bonds, which may still be issued as
   tax-exempt bonds. Some, but not all, private activity bonds are subject to
   alternative minimum tax.

  . Industrial Development Bonds Industrial development bonds are considered
   Municipal Bonds if the interest paid is exempt from federal income tax. They
   are issued by or on behalf of public authorities to raise money to finance
   various privately operated facilities for business and manufacturing,
   housing, sports, and pollution control. These bonds are also used to finance
   public facilities such as airports, mass transit systems, ports, and parking.
   The payment of the principal and interest on such bonds is dependent solely
   on the ability of the facility's user to meet its financial obligations and
   the pledge, if any, of real and personal property so financed as security for
   such payment.


                           Adjustable Rate Securities

   Generally, the maturity of a security is deemed to be the period remaining
   until the date (noted on the face of the instrument) on which the principal
   amount must be paid, or in the case of an instrument called for redemption,
   the date on which the redemption payment must be made. However, certain
   securities may be issued with adjustable interest rates that are reset
   periodically by predetermined formulas or indexes in order


                                       20

<PAGE>

   to minimize movements in the principal value of the investment in accordance
   with Rule 2a-7 under the 1940 Act. Such securities may have long-term
   maturities, but may be treated as a short-term investment under certain
   conditions. Generally, as interest rates decrease or increase, the potential
   for capital appreciation or depreciation on these securities is less than for
   fixed rate obligations. These securities may take the following forms:

  . Variable Rate Securities A variable rate instrument is one whose terms
   provide for the adjustment of its interest rate on set dates and which, upon
   each adjustment until the final maturity of the instrument or the period
   remaining until the principal amount can be recovered through demand, can
   reasonably be expected to have a market value which approximates its
   amortized cost. A variable rate instrument, the principal amount of which is
   scheduled to be paid in 397 calendar days or less, is deemed to have a
   maturity equal to the earlier of the period remaining until the next
   readjustment of the interest rate or the period remaining until the principal
   amount can be recovered through demand. A variable rate instrument the
   principal amount of which is scheduled to be paid in more than 397 calendar
   days and which is subject to a demand feature which entitles the purchaser to
   receive the principal amount of the underlying security or securities, either
   (i) at any time upon notice of no more than 30 days, or (ii) at specified
   intervals not exceeding 397 calendar days and upon no more than 30 days'
   notice ("Demand Feature"), is deemed to have a maturity equal to the longer
   of the period remaining until the next readjustment of the interest rate or
   the period remaining until the principal amount can be recovered through
   demand. A government security that is a variable rate security where the
   variable rate is readjusted no less frequently than every 762 calendar days
   is deemed to have a maturity equal to the period remaining until the next
   readjustment of the interest rate.

  . Floating Rate Securities A floating rate security provides for the
   adjustment of its interest rates whenever a specified interest rate changes
   and which, at any time until the final maturity of the instrument or the
   period remaining until the principal amount can be recovered through demand,
   can reasonably be expected to have a market value that approximates its
   amortized cost. A floating rate security, the principal amount of which must
   unconditionally be paid in 397 calendar days or less is deemed to have a
   maturity of one day. A floating rate security, the principal amount of which
   is scheduled to be paid in more than 397 calendar days, that is subject to a
   Demand Feature is deemed to have a maturity equal to the period remaining
   until the principal amount can be recovered through demand. A government
   security that is a floating rate security is deemed to have a remaining
   maturity of one day.

  . Put Option Bonds Long-term obligations with maturities longer than one year
   may provide purchasers an optional or mandatory tender of the security at par
   value at predetermined intervals, often ranging from one month to several
   years (e.g., a 30-year bond with a five-year tender period). These
   instruments are deemed to have a maturity equal to the period remaining to
   the put date.

  . Participation Interests The funds may purchase from third parties
   participation interests in all or part of specific holdings of municipal
   securities. The purchase may take different forms: in the case of short-term
   securities, the participation may be backed by a liquidity facility that
   allows the interest to be sold back to the third party (such as a trust,
   broker or bank) for a predetermined price of par at stated intervals. The
   seller may receive a fee from the funds in connection with the arrangement.

   In the case of longer-term bonds, the funds may purchase interests in a pool
   of municipal bonds or a single municipal bond or lease without the right to
   sell the interest back to the third party.

   The funds will not purchase participation interests unless a satisfactory
   opinion of counsel or ruling of the Internal Revenue Service has been issued
   that the interest earned from the municipal securities on which the funds
   hold participation interests is exempt from federal income tax to the funds.
   However, there is no guarantee the IRS would treat such interest income as
   tax-exempt.


                             When-Issued Securities

   New issues of municipal securities are often offered on a when-issued basis;
   that is, delivery and payment for the securities normally takes place 15 to
   45 days or more after the date of the commitment to purchase. The payment
   obligation and the interest rate that will be received on the securities are
   each fixed at the time the buyer enters into the commitment. A fund will only
   make a commitment to purchase such securities with the


                                       21

<PAGE>

   intention of actually acquiring the securities. However, a fund may sell
   these securities before the settlement date if it is deemed advisable as a
   matter of investment strategy. Each fund will maintain cash, high-grade
   marketable debt securities or other suitable cover with its custodian bank
   equal in value to commitments for when-issued securities. Such securities
   either will mature or, if necessary, be sold on or before the settlement
   date. Securities purchased on a when-issued basis and the securities held in
   a fund's portfolio are subject to changes in market value based upon the
   public perception of the creditworthiness of the issuer and changes in the
   level of interest rates (which will generally result in similar changes in
   value, i.e., both experiencing appreciation when interest rates decline and
   depreciation when interest rates rise). Therefore, to the extent a fund
   remains fully invested or almost fully invested at the same time that it has
   purchased securities on a when-issued basis, there will be greater
   fluctuations in its net asset value than if it solely set aside cash to pay
   for when-issued securities. In the case of the Money Fund, this could
   increase the possibility that the market value of the fund's assets could
   vary from $1.00 per share. In addition, there will be a greater potential for
   the realization of capital gains, which are not exempt from federal income
   tax. When the time comes to pay for when-issued securities, a fund will meet
   its obligations from then-available cash flow, sale of securities or,
   although it would not normally expect to do so, from sale of the when-issued
   securities themselves (which may have a value greater or less than the
   payment obligation). The policies described in this paragraph are not
   fundamental and may be changed by a fund upon notice to its shareholders.


                  Investment in Taxable Money Market Securities

   Although the funds expect to be solely invested in municipal securities, for
   temporary defensive purposes they may elect to invest in the taxable money
   market securities listed next (without limitation) when such action is deemed
   to be in the best interests of shareholders. The interest earned on these
   money market securities is not exempt from federal income tax and may be
   taxable to shareholders as ordinary income.

  . U.S. Government Obligations Bills, notes, bonds, and other debt securities
   issued by the U.S. Treasury. These are direct obligations of the U.S.
   government and differ mainly in the length of their maturities.

  . U.S. Government Agency Securities Issued or guaranteed by U.S.
   government-sponsored enterprises and federal agencies. These include
   securities issued by the Federal National Mortgage Association, Government
   National Mortgage Association, Federal Home Loan Bank, Federal Land Banks,
   Farmers Home Administration, Banks for Cooperatives, Federal Intermediate
   Credit Banks, Federal Financing Bank, Farm Credit Banks, the Small Business
   Association, and the Tennessee Valley Authority. Some of these securities are
   supported by the full faith and credit of the U.S. Treasury; the remainder
   are supported only by the credit of the instrumentality, which may or may not
   include the right of the issuer to borrow from the Treasury.

  . Bank Obligations Certificates of deposit, bankers' acceptances, and other
   short-term debt obligations. Certificates of deposit are short-term
   obligations of commercial banks. A bankers' acceptance is a time draft drawn
   on a commercial bank by a borrower, usually in connection with international
   commercial transactions. Certificates of deposit may have fixed or variable
   rates. The fund may invest in U.S. banks, foreign branches of U.S. banks,
   U.S. branches of foreign banks, and foreign branches of foreign banks.

  . Short-Term Corporate Debt Securities Outstanding nonconvertible corporate
   debt securities (e.g., bonds and debentures) which have one year or less
   remaining to maturity. Corporate notes may have fixed, variable, or floating
   rates.

  . Commercial Paper and Commercial Notes Short-term promissory notes issued by
   corporations primarily to finance short-term credit needs. Certain notes may
   have floating or variable rates and may contain options, exercisable by
   either the buyer or the seller, that extend or shorten the maturity of the
   note.

  . Foreign Government Securities Issued or guaranteed by a foreign government,
   province, instrumentality, political subdivision, or similar unit thereof.

  . Savings and Loan Obligations Negotiable certificates of deposit and other
   short-term debt obligations of savings and loan associations.

  . Supranational Agencies Securities of certain supranational entities, such as
   the International Development Bank.


                                       22

<PAGE>

  . Determination of Maturity of Money Market Securities The Money Fund may only
   purchase securities which at the time of investment have remaining maturities
   of 397 calendar days or less. The other funds may also purchase money market
   securities. In determining the maturity of money market securities, funds
   will follow the provisions of Rule 2a-7 under the 1940 Act.

   Intermediate and Income Funds

  . Residual Interest Bonds are a type of high-risk derivative. The funds may
   purchase municipal bond issues that are structured as two-part, residual
   interest bond and variable rate security offerings. The issuer is obligated
   only to pay a fixed amount of tax-free income that is to be divided among the
   holders of the two securities. The interest rate for the holders of the
   variable rate securities will be determined by an index or auction process
   held approximately every seven to 35 days while the bondholders will receive
   all interest paid by the issuer minus the amount given to the variable rate
   security holders and a nominal auction fee. Therefore, the coupon of the
   residual interest bonds, and thus the income received, will move inversely
   with respect to short-term, seven- to 35-day tax-exempt interest rates. There
   is no assurance that the auction will be successful and that the variable
   rate security will provide short-term liquidity. The issuer is not obligated
   to provide such liquidity. In general, these securities offer a significant
   yield advantage over standard municipal securities, due to the uncertainty of
   the shape of the yield curve (i.e., short-term versus long-term rates) and
   consequent income flows.

   Unlike many adjustable rate securities, residual interest bonds are not
   necessarily expected to trade at par and in fact present significant market
   risks. In certain market environments, residual interest bonds may carry
   substantial premiums or be at deep discounts. This is a relatively new
   product in the municipal market with limited liquidity to date.

  . Embedded Interest Rate Swaps and Caps In a fixed rate, long-term municipal
   bond with an interest rate swap attached to it, the bondholder usually
   receives the bond's fixed coupon payment as well as a variable rate payment
   that represents the difference between a fixed rate for the term of the swap
   (which is typically shorter than the bond it is attached to) and a variable
   rate, short-term municipal index. The bondholder receives excess income when
   short-term rates remain below the fixed interest rate swap rate. If
   short-term rates rise above the fixed income swap rate, the bondholder's
   income is reduced. At the end of the interest rate swap term, the bond
   reverts to a single fixed coupon payment. Embedded interest rate swaps
   enhance yields, but also increase interest rate risk.

   An embedded interest rate cap allows the bondholder to receive payments
   whenever short-term rates rise above a level established at the time of
   purchase. They normally are used to hedge against rising short-term interest
   rates. Both instruments may be volatile and of limited liquidity, and their
   use may adversely affect the fund's total return.

   The funds may invest in other types of derivative instruments as they become
   available.

   For the purpose of the funds' investment restrictions, the identification of
   the "issuer" of municipal securities which are not general obligation bonds
   is made by the funds' investment manager, T. Rowe Price, on the basis of the
   characteristics of the obligation as described above, the most significant of
   which is the source of funds for the payment of principal and interest on
   such 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.

   Intermediate and Income Funds


                                    Forwards

   The funds may purchase bonds on a when-issued basis with longer than standard
   settlement dates, in some cases exceeding one to two years. In such cases,
   the funds must execute a receipt evidencing the obligation to purchase the
   bond on the specified issue date, and must segregate cash internally to meet
   that forward commitment. Municipal "forwards" typically carry a substantial
   yield premium to compensate the buyer for the risks associated with a long
   when-issued period, including: shifts in market interest rates that could


                                       23

<PAGE>

   materially impact the principal value of the bond, deterioration in the
   credit quality of the issuer, loss of alternative investment options during
   the when-issued period, changes in tax law or issuer actions that would
   affect the exempt interest status of the bonds and prevent delivery, failure
   of the issuer to complete various steps required to issue the bonds, and
   limited liquidity for the buyer to sell the escrow receipts during the
   when-issued period.



 PORTFOLIO MANAGEMENT PRACTICES
 -------------------------------------------------------------------------------
   All Funds


                         Lending of Portfolio Securities

   Securities loans are made to broker-dealers or institutional investors or
   other persons, pursuant to agreements requiring that the loans be
   continuously secured by collateral at least equal at all times to the value
   of the securities lent, marked to market on a daily basis. The collateral
   received will consist of cash, U.S. government securities, letters of credit
   or such other collateral as may be permitted under its investment program.
   While the securities are being lent, the fund will continue to receive the
   equivalent of the interest or dividends paid by the issuer on the securities,
   as well as interest on the investment of the collateral or a fee from the
   borrower. The fund has a right to call each loan and obtain the securities,
   within such period of time which coincides with the normal settlement period
   for purchases and sales of such securities in the respective markets. The
   fund will not have the right to vote on securities while they are being lent,
   but it will call a loan in anticipation of any important vote. The risks in
   lending portfolio securities, as with other extensions of secured credit,
   consist of possible delay in receiving additional collateral or in the
   recovery of the securities or possible loss of rights in the collateral
   should the borrower fail financially. Loans will only be made to firms deemed
   by T. Rowe Price to be of good standing and will not be made unless, in the
   judgment of T. Rowe Price, the consideration to be earned from such loans
   would justify the risk.


                         Interfund Borrowing and Lending

   The fund is a party to an exemptive order received from the SEC on December
   8, 1998, amended on November 23, 1999, that permits it to borrow money from
   and/or lend money to other funds in the T. Rowe Price complex ("Price
   Funds"). All loans are set at an interest rate between the 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.


                              Repurchase Agreements

   Each fund may enter into repurchase agreements through which investors (such
   as the fund) purchases a security (the "underlying security") from a
   well-established securities dealer or a bank which is a member of the Federal
   Reserve System. Any such dealer or bank will be on T. Rowe Price's approved
   list.   At that time, the bank or securities dealer agrees to repurchase the
   underlying security at the same price, plus specified interest. Repurchase
   agreements are generally for a short period of time, often less than a week.
   Repurchase agreements which do not provide for payment within seven days will
   be treated as illiquid securities. Each fund will only enter into repurchase
   agreements where (i) (A) Cash Reserves Fund--the underlying securities are
                            ------------------
   either U.S. government securities or securities that, at the time the
   repurchase agreement is entered into, are rated in the highest rating
   category by the requisite number of NRSROs (as required by Rule 2a-7 under
   the 1940 Act) and otherwise are of the type (excluding maturity limitations)
   which the fund's investment guidelines would allow it to purchase directly
   (however, the underlying securities will either be U.S. government securities
   or securities which, at the time the repurchase agreement is entered into,
   are rated in the highest rating category by public rating agencies), (B)
   Limited-Term and GNMA Funds--the underlying securities are of the type
   ---------------------------
   (excluding maturity limitations) which each fund's investment guidelines
   would allow it to purchase directly, (ii) 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 (iii) payment for the underlying
   security is made only upon physical delivery or evidence of book-entry
   transfer to the account of the custodian


                                       24

<PAGE>

   or a bank acting as agent. In the event of a bankruptcy or other default of a
   seller of a repurchase agreement, a fund could experience both delays in
   liquidating the underlying security and losses, including: (a) possible
   decline in the value of the underlying security during the period while the
   fund seeks to enforce its rights thereto; (b) possible subnormal levels of
   income and lack of access to income during this period; and (c) expenses of
   enforcing its rights.


                          Reverse Repurchase Agreements

   Although the fund has no current intention of engaging in reverse repurchase
   agreements, the fund reserves the right to do so. Reverse repurchase
   agreements are ordinary repurchase agreements in which a fund is the seller
   of, rather than the investor in, securities, and agrees to repurchase them at
   an agreed upon time and price. Use of a reverse repurchase agreement may be
   preferable to a regular sale and later repurchase of the securities because
   it avoids certain market risks and transaction costs. A reverse repurchase
   agreement may be viewed as a type of borrowing by the fund, subject to
   Investment Restriction (1). (See "Investment Restrictions.")

   Limited-Term Bond and GNMA Funds


                              Money Market Reserves

   It is expected that the fund will invest its cash reserves primarily in one
   or more money market funds established for the exclusive use of the T. Rowe
   Price family of mutual funds and other clients of T. Rowe Price and
   Price-Fleming. Currently, two such money market funds are in
   operation-Reserve Investment Fund ("RIF") and Government Reserve Investment
   Fund ("GRF"), each a series of the Reserve Investment Funds, Inc. Additional
   series may be created in the future. These funds were created and operate
   under an Exemptive Order issued by the SEC (Investment Company Act Release
   No. IC-22770, July 29, 1997).

   Both funds must comply with the requirements of Rule 2a-7 under the 1940 Act
   governing money market funds. The RIF invests at least 95% of its total
   assets in prime money market instruments receiving the highest credit rating.
   The GRF invests primarily in a portfolio of U.S. government-backed
   securities, primarily U.S. Treasuries, and repurchase agreements thereon.

   The RIF and GRF provide a very efficient means of managing the cash reserves
   of the fund. While neither RIF or GRF pay an advisory fee to the Investment
   Manager, they will incur other expenses. However, the RIF and GRF are
   expected by T. Rowe Price to operate at very low expense ratios. The fund
   will only invest in RIF or GRF to the extent it is consistent with its
   objective and program.

   Neither fund is insured or guaranteed by the U.S. government, and there is no
   assurance they will maintain a stable net asset value of $1.00 per share.


                                     Options

   Options are a type of potentially high-risk derivative.

   Limited-Term Bond and GNMA Funds


                          Writing Covered Call Options

   The fund may write (sell) American or European style "covered" call options
   and purchase options to close out options previously written by the fund. In
   writing covered call options, the fund expects to generate additional premium
   income which should serve to enhance the fund's total return and reduce the
   effect of any price decline of the security or currency involved in the
   option. Covered call options will generally be written on securities or
   currencies which, in T. Rowe Price's opinion, are not expected to have any
   major price increases or moves in the near future but which, over the long
   term, are deemed to be attractive investments for the fund.

   A call option gives the holder (buyer) the "right to purchase", and the
   writer (seller) has the "obligation to sell", a security or currency at a
   specified price (the exercise price) at expiration of the option (European
   style) or at any time until a certain date (the expiration date) (American
   style). So long as the obligation of the writer of a call option continues,
   he may be assigned an exercise notice by the broker-dealer through whom such


                                       25

<PAGE>

   option was sold, requiring him to deliver the underlying security or currency
   against payment of the exercise price. This obligation terminates upon the
   expiration of the call option, or such earlier time at which the writer
   effects a closing purchase transaction by repurchasing an option identical to
   that previously sold. To secure his obligation to deliver the underlying
   security or currency in the case of a call option, a writer is required to
   deposit in escrow the underlying security or currency or other assets in
   accordance with the rules of a clearing corporation.

   The fund generally will write only covered call options. This means that the
   fund will either own the security or currency subject to the option or an
   option to purchase the same underlying security or currency, having an
   exercise price equal to or less than the exercise price of the "covered"
   option. From time to time, the fund will write a call option that is not
   covered as indicated above but where the fund will establish and maintain
   with its custodian for the term of the option, an account consisting of cash,
   U.S. government securities, other liquid high-grade debt obligations, or
   other suitable cover as permitted by the SEC having a value equal to the
   fluctuating market value of the optioned securities or currencies. While such
   an option would be "covered" with sufficient collateral to satisfy SEC
   prohibitions on issuing senior securities, this type of strategy would expose
   the fund to the risks of writing uncovered options.

   Portfolio securities or currencies on which call options may be written will
   be purchased solely on the basis of investment considerations consistent with
   the fund's investment objective. The writing of covered call options is a
   conservative investment technique believed to involve relatively little risk
   (in contrast to the writing of naked or uncovered options, which the fund
   generally will not do), but capable of enhancing the fund's total return.
   When writing a covered call option, a fund, in return for the premium, gives
   up the opportunity for profit from a price increase in the underlying
   security or currency above the exercise price, but conversely retains the
   risk of loss should the price of the security or currency decline. Unlike one
   who owns securities or currencies not subject to an option, the fund has no
   control over when it may be required to sell the underlying securities or
   currencies, since it may be assigned an exercise notice at any time prior to
   the expiration of its obligation as a writer. If a call option which the fund
   has written expires, the fund will realize a gain in the amount of the
   premium; however, such gain may be offset by a decline in the market value of
   the underlying security or currency during the option period. If the call
   option is exercised, the fund will realize a gain or loss from the sale of
   the underlying security or currency. The fund does not consider a security or
   currency covered by a call to be "pledged" as that term is used in the fund's
   policy which limits the pledging or mortgaging of its assets. If the fund
   writes an uncovered option as described above, it will bear the risk of
   having to purchase the security subject to the option at a price higher than
   the exercise price of the option. As the price of a security could appreciate
   substantially, the fund's loss could be significant.

   The premium received is the market value of an option. The premium the fund
   will receive from writing a call option will reflect, among other things, the
   current market price of the underlying security or currency, the relationship
   of the exercise price to such market price, the historical price volatility
   of the underlying security or currency, and the length of the option period.
   Once the decision to write a call option has been made, T. Rowe Price, in
   determining whether a particular call option should be written on a
   particular security or currency, will consider the reasonableness of the
   anticipated premium and the likelihood that a liquid secondary market will
   exist for those options. The premium received by the fund for writing covered
   call options will be recorded as a liability of the fund. This liability will
   be adjusted daily to the option's current market value, which will be the
   latest sale price at the time at which the net asset value per share of the
   fund is computed (close of the New York Stock Exchange), or, in the absence
   of such sale, the latest asked price. The option will be terminated upon
   expiration of the option, the purchase of an identical option in a closing
   transaction, or delivery of the underlying security or currency upon the
   exercise of the option.

   Closing transactions will be effected in order to realize a profit on an
   outstanding call option, to prevent an underlying security or currency from
   being called, or to permit the sale of the underlying security or currency.
   Furthermore, effecting a closing transaction will permit the fund to write
   another call option on the underlying security or currency with either a
   different exercise price or expiration date or both. If the fund desires to
   sell a particular security or currency from its portfolio on which it has
   written a call option, or purchased a put option, it will seek to effect a
   closing transaction prior to, or concurrently with, the sale of the security
   or currency. There is, of course, no assurance that the fund will be able to
   effect such closing


                                       26

<PAGE>

   transactions at favorable prices. If the fund cannot enter into such a
   transaction, it may be required to hold a security or currency that it might
   otherwise have sold. When the fund writes a covered call option, it runs the
   risk of not being able to participate in the appreciation of the underlying
   securities or currencies above the exercise price, as well as the risk of
   being required to hold on to securities or currencies that are depreciating
   in value. This could result in higher transaction costs. The fund will pay
   transaction costs in connection with the writing of options to close out
   previously written options. Such transaction costs are normally higher than
   those applicable to purchases and sales of portfolio securities.

   Call options written by the fund will normally have expiration dates of less
   than nine months from the date written. The exercise price of the options may
   be below, equal to, or above the current market values of the underlying
   securities or currencies at the time the options are written. From time to
   time, the fund may purchase an underlying security or currency for delivery
   in accordance with an exercise notice of a call option assigned to it, rather
   than delivering such security or currency from its portfolio. In such cases,
   additional costs may be incurred.

   The fund will realize a profit or loss from a closing purchase transaction if
   the cost of the transaction is less or more than the premium received from
   the writing of the option. Because increases in the market price of a call
   option will generally reflect increases in the market price of the underlying
   security or currency, any loss resulting from the repurchase of a call option
   is likely to be offset in whole or in part by appreciation of the underlying
   security or currency owned by the fund.

   The fund will not write a covered call option if, as a result, the aggregate
   market value of all portfolio securities or currencies covering written call
   or put options exceeds 25% of the market value of the fund's net assets. In
   calculating the 25% limit, the fund will offset, against the value of assets
   covering written calls and puts, the value of purchased calls and puts on
   identical securities or currencies with identical maturity dates.


                           Writing Covered Put Options

   The fund may write American or European style covered put options and
   purchase options to close out options previously written by the fund. A put
   option gives the purchaser of the option the right to sell, and the writer
   (seller) has the obligation to buy, the underlying security or currency at
   the exercise price during the option period (American style) or at the
   expiration of the option (European style). So long as the obligation of the
   writer continues, he may be assigned an exercise notice by the broker-dealer
   through whom such option was sold, requiring him to make payment to the
   exercise price against delivery of the underlying security or currency. The
   operation of put options in other respects, including their related risks and
   rewards, is substantially identical to that of call options.

   The fund would write put options only on a covered basis, which means that
   the fund would maintain in a segregated account cash, U.S. government
   securities, other liquid high-grade debt obligations, or other suitable cover
   as determined by the SEC, in an amount not less than the exercise price or
   the fund will own an option to sell the underlying security or currency
   subject to the option having an exercise price equal to or greater than the
   exercise price of the "covered" option at all times while the put option is
   outstanding. (The rules of a clearing corporation currently require that such
   assets be deposited in escrow to secure payment of the exercise price.)

   The fund would generally write covered put options in circumstances where T.
   Rowe Price wishes to purchase the underlying security or currency for the
   fund's portfolio at a price lower than the current market price of the
   security or currency. In such event the fund would write a put option at an
   exercise price which, reduced by the premium received on the option, reflects
   the lower price it is willing to pay. Since the fund would also receive
   interest on debt securities or currencies maintained to cover the exercise
   price of the option, this technique could be used to enhance current return
   during periods of market uncertainty. The risk in such a transaction would be
   that the market price of the underlying security or currency would decline
   below the exercise price less the premiums received. Such a decline could be
   substantial and result in a significant loss to the fund. In addition, the
   fund, because it does not own the specific securities or currencies which it
   may be required to purchase in exercise of the put, cannot benefit from
   appreciation, if any, with respect to such specific securities or currencies.


                                       27

<PAGE>

   The fund will not write a covered put option if, as a result, the aggregate
   market value of all portfolio securities or currencies covering put or call
   options exceeds 25% of the market value of the fund's net assets. In
   calculating the 25% limit, the fund will offset, against the value of assets
   covering written puts and calls, the value of purchased puts and calls on
   identical securities or currencies with identical maturity dates.


                             Purchasing Put Options

   The fund may purchase American or European style put options. As the holder
   of a put option, the fund has the right to sell the underlying security or
   currency at the exercise price at any time during the option period (American
   style) or at the expiration of the option (European style). The fund may
   enter into closing sale transactions with respect to such options, exercise
   them or permit them to expire. The fund may purchase put options for
   defensive purposes in order to protect against an anticipated decline in the
   value of its securities or currencies. An example of such use of put options
   is provided next.

   The fund may purchase a put option on an underlying security or currency (a
   "protective put") owned by the fund as a defensive technique in order to
   protect against an anticipated decline in the value of the security or
   currency. Such hedge protection is provided only during the life of the put
   option when the fund, as the holder of the put option, is able to sell the
   underlying security or currency at the put exercise price regardless of any
   decline in the underlying security's market price or currency's exchange
   value. For example, a put option may be purchased in order to protect
   unrealized appreciation of a security or currency where T. Rowe Price deems
   it desirable to continue to hold the security or currency because of tax
   considerations. The premium paid for the put option and any transaction costs
   would reduce any capital gain otherwise available for distribution when the
   security or currency is eventually sold.

   The fund may also purchase put options at a time when the fund does not own
   the underlying security or currency. By purchasing put options on a security
   or currency it does not own, the fund seeks to benefit from a decline in the
   market price of the underlying security or currency. If the put option is not
   sold when it has remaining value, and if the market price of the underlying
   security or currency remains equal to or greater than the exercise price
   during the life of the put option, the fund will lose its entire investment
   in the put option. In order for the purchase of a put option to be
   profitable, the market price of the underlying security or currency must
   decline sufficiently below the exercise price to cover the premium and
   transaction costs, unless the put option is sold in a closing sale
   transaction.

   The fund will not commit more than 5% of its assets to premiums when
   purchasing put and call options. The premium paid by the fund when purchasing
   a put option will be recorded as an asset of the fund. This asset will be
   adjusted daily to the option's current market value, which will be the latest
   sale price at the time at which the net asset value per share of the fund is
   computed (close of New York Stock Exchange), or, in the absence of such sale,
   the latest bid price. This asset will be terminated upon expiration of the
   option, the selling (writing) of an identical option in a closing
   transaction, or the delivery of the underlying security or currency upon the
   exercise of the option.


                             Purchasing Call Options

   The fund may purchase American or European style call options. As the holder
   of a call option, the fund has the right to purchase the underlying security
   or currency at the exercise price at any time during the option period
   (American style) or at the expiration of the option (European style). The
   fund may enter into closing sale transactions with respect to such options,
   exercise them or permit them to expire. The fund may purchase call options
   for the purpose of increasing its current return or avoiding tax consequences
   which could reduce its current return. The fund may also purchase call
   options in order to acquire the underlying securities or currencies. Examples
   of such uses of call options are provided next.

   Call options may be purchased by the fund for the purpose of acquiring the
   underlying securities or currencies for its portfolio. Utilized in this
   fashion, the purchase of call options enables the fund to acquire the
   securities or currencies at the exercise price of the call option plus the
   premium paid. At times the net cost of acquiring securities or currencies in
   this manner may be less than the cost of acquiring the securities or
   currencies directly. This technique may also be useful to the fund in
   purchasing a large block of securities or currencies that would be more
   difficult to acquire by direct market purchases. So long as it holds such a
   call option


                                       28

<PAGE>

   rather than the underlying security or currency itself, the fund is partially
   protected from any unexpected decline in the market price of the underlying
   security or currency and in such event could allow the call option to expire,
   incurring a loss only to the extent of the premium paid for the option.

   The fund will not commit more than 5% of its assets to premiums when
   purchasing call and put options. The fund may also purchase call options on
   underlying securities or currencies it owns in order to protect unrealized
   gains on call options previously written by it. A call option would be
   purchased for this purpose where tax considerations make it inadvisable to
   realize such gains through a closing purchase transaction. Call options may
   also be purchased at times to avoid realizing losses.


                        Dealer (Over-the-Counter) Options

   The fund may engage in transactions involving dealer options. Certain risks
   are specific to dealer options. While the fund would look to a clearing
   corporation to exercise exchange-traded options, if the fund were to purchase
   a dealer option, it would rely on the dealer from whom it purchased the
   option to perform if the option were exercised. Failure by the dealer to do
   so would result in the loss of the premium paid by the fund as well as loss
   of the expected benefit of the transaction.

   Exchange-traded options generally have a continuous liquid market while
   dealer options have none. Consequently, the fund will generally be able to
   realize the value of a dealer option it has purchased only by exercising it
   or reselling it to the dealer who issued it. Similarly, when the fund writes
   a dealer option, it generally will be able to close out the option prior to
   its expiration only by entering into a closing purchase transaction with the
   dealer to which the fund originally wrote the option. While the fund will
   seek to enter into dealer options only with dealers who will agree to and
   which are expected to be capable of entering into closing transactions with
   the fund, there can be no assurance that the fund will be able to liquidate a
   dealer option at a favorable price at any time prior to expiration. Until the
   fund, as a covered dealer call option writer, is able to effect a closing
   purchase transaction, it will not be able to liquidate securities (or other
   assets) or currencies used as cover until the option expires or is exercised.
   In the event of insolvency of the contra party, the fund may be unable to
   liquidate a dealer option. With respect to options written by the fund, the
   inability to enter into a closing transaction may result in material losses
   to the fund. For example, since the fund must maintain a secured position
   with respect to any call option on a security it writes, the fund may not
   sell the assets which it has segregated to secure the position while it is
   obligated under the option. This requirement may impair a fund's ability to
   sell portfolio securities or currencies at a time when such sale might be
   advantageous.

   The Staff of the SEC has taken the position that purchased dealer options and
   the assets used to secure the written dealer options are illiquid securities.
   The fund may treat the cover used for written Over-the-Counter ("OTC")
   options as liquid if the dealer agrees that the fund may repurchase the OTC
   option it has written for a maximum price to be calculated by a predetermined
   formula. In such cases, the OTC option would be considered illiquid only to
   the extent the maximum repurchase price under the formula exceeds the
   intrinsic value of the option.

   Intermediate and Income Funds

   The funds have no current intention of investing in options on securities,
   although they reserve the right to do so. Appropriate disclosure would be
   added to the funds' prospectus and Statement of Additional Information when
   and if the funds decide to invest in options.


                           Interest Rate Transactions

   Limited-Term Bond and GNMA Funds

   The funds may enter into various interest rate transactions such as interest
   rate swaps and the purchase or sale of interest rate caps and floors, to
   preserve a return or spread on a particular investment or portion of its
   portfolio, to create synthetic securities, or to structure transactions
   designed for other non-speculative purposes.


                                       29

<PAGE>

   Interest rate swaps involve the exchange by the funds with third parties of
   its respective commitments to pay or receive interest, e.g., an exchange of
   floating rate payments for fixed rate payments. The purchase of an interest
   rate cap entitles the purchaser, to the extent that a specified index exceeds
   a predetermined interest rate, to receive payments of interest on a
   contractually based principal amount from the party selling the interest rate
   cap. The purchase of an interest rate floor entitles the purchaser, to the
   extent that a specified index falls below a predetermined interest rate, to
   receive payments of interest on a contractually based principal amount from
   the party selling the interest rate floor. In circumstances in which T. Rowe
   Price anticipates that interest rates will decline, the funds might, for
   example, enter into an interest rate swap as the floating rate payor. In the
   case where the funds purchase such an interest rate swap, if the floating
   rate payments fell below the level of the fixed rate payment set in the swap
   agreement, the funds counterparties would pay the funds' amounts equal to
   interest computed at the difference between the fixed and floating rates over
   the national principal amount. Such payments would offset or partially offset
   the decrease in the payments the funds would receive in respect of floating
   rate assets being hedged. In the case of purchasing an interest rate floor,
   if interest rates declined below the floor rate, the funds would receive
   payments from the counterparties which would wholly or partially offset the
   decrease in the payments they would receive in respect of the financial
   instruments being hedged.

   The funds will usually enter into interest rate swaps on a net basis, i.e.,
   the two payment streams are netted out, with the funds receiving or paying,
   as the case may be, only the net amount of the two payments. The net amount
   of the excess, if any, of the funds' obligations over its entitlements with
   respect to each interest rate swap will be accrued on a daily basis and an
   amount of cash or high-quality liquid securities having an aggregate net
   asset value at least equal to the accrued excess will be maintained in an
   account by the funds' custodian. If the funds enter into an interest rate
   swap on other than a net basis, the funds would maintain an account in the
   full amount accrued on a daily basis of the funds' obligations with respect
   to the swap. To the extent the funds sells (i.e., writes) caps and floors, it
   will maintain in an account cash or high-quality liquid debt securities
   having an aggregate net asset value at least equal to the full amount,
   accrued on a daily basis, of the funds' obligations with respect to any caps
   or floors. The funds will not enter into any interest rate swap, cap or floor
   transaction unless the unsecured senior debt or the claims paying ability of
   the counterparty thereto is rated at least A by S&P. T. Rowe Price will
   monitor the creditworthiness of counterparties on an ongoing basis. If there
   is a default by the other parties to such a transaction, the fund will have
   contractual remedies pursuant to the agreements related to the transaction.

   The swap market has grown substantially in recent years with a large number
   of banks and investment banking firms acting both as principals and as agents
   utilizing standardized swap documentation. T. Rowe Price has determined that,
   as a result, the swap market has become relatively liquid. The funds may
   enter into interest rate swaps only with respect to positions held in its
   portfolio. Interest rate swaps do not involve the delivery of securities or
   other underlying assets or principal. Accordingly, the risk of loss with
   respect to interest rate swaps is limited to the net amount of interest
   payments that the funds are contractually obligated to make. If the other
   parties to interest rate swaps default, the funds' risk of loss consists of
   the net amount of interest payments that the funds are contractually entitled
   to receive. Since interest rate swaps are individually negotiated, the funds
   expect to achieve an acceptable degree of correlation between its right to
   receive interest on loan interests and its right and obligation to receive
   and pay interest pursuant to interest rate swaps.

   The aggregate purchase price of caps and floor held by the funds may not
   exceed 10% of the funds' total assets. The funds may sell (i.e., write) caps
   and floors without limitation, subject to the account coverage requirement
   described above.


                                Futures Contracts

   Futures contracts are a type of potentially high-risk derivative.

   Transactions in Futures

   The fund may enter into futures contracts including stock index, interest
   rate, and currency futures ("futures" or "futures contracts").


                                       30

<PAGE>

   Limited-Term Bond and GNMA Funds

   Interest rate or currency futures contracts may be used as a hedge against
   changes in prevailing levels of interest rates or currency exchange rates in
   order to establish more definitely the effective return on securities or
   currencies held or intended to be acquired by the fund. In this regard, the
   fund could sell interest rate or currency futures as an offset against the
   effect of expected increases in interest rates or currency exchange rates and
   purchase such futures as an offset against the effect of expected declines in
   interest rates or currency exchange rates.

   The fund will enter into futures contracts which are traded on national or
   foreign futures exchanges, and are standardized as to maturity date and
   underlying financial instrument. Futures exchanges and trading in the United
   States are regulated under the Commodity Exchange Act by the CFTC. Although
   techniques other than the sale and purchase of futures contracts could be
   used for the above-referenced purposes, futures contracts offer an effective
   and relatively low cost means of implementing the fund's objectives in these
   areas.

   Intermediate and Income Funds

   The fund may enter into futures contracts. Interest rate futures contracts
   may be used as a hedge against changes in prevailing levels of interest rates
   in order to establish more definitely the effective return on securities held
   or intended to be acquired by the fund. The fund could sell interest rate
   futures as an offset against the effect of expected increases in interest
   rates and purchase such futures as an offset against the effect of expected
   declines in interest rates. Futures can also be used as an efficient means of
   regulating a fund's exposure to the market.

   The fund will enter into futures contracts which are traded on national
   futures exchanges and are standardized as to maturity date and underlying
   financial instrument. A public market exists in futures contracts covering
   various taxable fixed income securities as well as municipal bonds. Futures
   exchanges and trading in the United States are regulated under the Commodity
   Exchange Act by the CFTC. Although techniques other than the sale and
   purchase of futures contracts could be used for the above-referenced
   purposes, futures contracts offer an effective and relatively low cost means
   of implementing the fund's objectives in these areas.

   All Funds (other than the Money Funds)

   Regulatory Limitations
   If the fund purchases or sells futures contracts or related options which do
   not qualify as bona fide hedging under applicable CFTC rules, the aggregate
   initial margin deposits and premium required to establish those positions
   cannot exceed 5% of the liquidation value of the fund after taking into
   account unrealized profits and unrealized losses on any such contracts it has
   entered into; provided, however, that in the case of an option that is
   in-the-money at the time of purchase, the in-the-money amount may be excluded
   in calculating the 5% limitation. For purposes of this policy, options on
   futures contracts and foreign currency options traded on a commodities
   exchange will be considered "related options." This policy may be modified by
   the Board of Directors without a shareholder vote and does not limit the
   percentage of the fund's assets at risk to 5%.

   In instances involving the purchase of futures contracts or the writing of
   call or put options thereon by the fund, an amount of cash, liquid assets, or
   other suitable cover as permitted by the SEC, equal to the market value of
   the futures contracts and options thereon (less any related margin deposits),
   will be identified by the fund to cover the position, or alternative cover
   (such as owning an offsetting position) will be employed. Assets used as
   cover or held in an identified account cannot be sold while the position in
   the corresponding option or future is open, unless they are replaced with
   similar assets. As a result, the commitment of a large portion of a fund's
   assets to cover or identified accounts could impede portfolio management or
   the fund's ability to meet redemption requests or other current obligations.

   If the CFTC or other regulatory authorities adopt different (including less
   stringent) or additional restrictions, the fund would comply with such new
   restrictions.


                                       31

<PAGE>

   Trading in Futures Contracts
   A futures contract provides for the future sale by one party and purchase by
   another party of a specified amount of a specific financial instrument (e.g.,
   units of a stock index) for a specified price, date, time and place
   designated at the time the contract is made. Brokerage fees are incurred when
   a futures contract is bought or sold and margin deposits must be maintained.
   Entering into a contract to buy is commonly referred to as buying or
   purchasing a contract or holding a long position. Entering into a contract to
   sell is commonly referred to as selling a contract or holding a short
   position.

   Unlike when the fund purchases or sells a security, no price would be paid or
   received by the fund upon the purchase or sale of a futures contract. Upon
   entering into a futures contract, and to maintain the fund's open positions
   in futures contracts, the fund would be required to deposit with its
   custodian in a segregated account in the name of the futures broker an amount
   of cash, or liquid assets known as "initial margin." The margin required for
   a particular futures contract is set by the exchange on which the contract is
   traded, and may be significantly modified from time to time by the exchange
   during the term of the contract. Futures contracts are customarily purchased
   and sold on margins that may range upward from less than 5% of the value of
   the contract being traded.

   If the price of an open futures contract changes (by increase in the case of
   a sale or by decrease in the case of a purchase) so that the loss on the
   futures contract reaches a point at which the margin on deposit does not
   satisfy margin requirements, the broker will require an increase in the
   margin. However, if the value of a position increases because of favorable
   price changes in the futures contract so that the margin deposit exceeds the
   required margin, the broker will pay the excess to the fund.

   These subsequent payments, called "variation margin," to and from the futures
   broker, are made on a daily basis as the price of the underlying assets
   fluctuate, making the long and short positions in the futures contract more
   or less valuable, a process known as "marking to market."

   Although certain futures contracts, by their terms, require actual future
   delivery of and payment for the underlying instruments, in practice most
   futures contracts are usually closed out before the delivery date. Closing
   out an open futures contract purchase or sale is effected by entering into an
   offsetting futures contract sale or purchase, respectively, for the same
   aggregate amount of the identical securities and the same delivery date. If
   the offsetting purchase price is less than the original sale price, the fund
   realizes a gain; if it is more, the fund realizes a loss. Conversely, if the
   offsetting sale price is more than the original purchase price, the fund
   realizes a gain; if it is less, the fund realizes a loss. The transaction
   costs must also be included in these calculations. There can be no assurance,
   however, that the fund will be able to enter into an offsetting transaction
   with respect to a particular futures contract at a particular time. If the
   fund is not able to enter into an offsetting transaction, the fund will
   continue to be required to maintain the margin deposits on the futures
   contract.

   As an example of an offsetting transaction in which the underlying instrument
   is not delivered, the contractual obligations arising from the sale of one
   contract of September Treasury bills on an exchange may be fulfilled at any
   time before delivery of the contract is required (i.e., on a specified date
   in September, the "delivery month") by the purchase of one contract of
   September Treasury bills on the same exchange. In such instance, the
   difference between the price at which the futures contract was sold and the
   price paid for the offsetting purchase, after allowance for transaction
   costs, represents the profit or loss to the fund.

   Intermediate and Income Funds

   It is possible that the fund's hedging activities will occur primarily
   through the use of municipal bond index futures contracts since the
   uniqueness of that index contract should better correlate with the fund's
   portfolio and thereby be more effective. However, there may be times when it
   is deemed in the best interest of shareholders to engage in the use of
   Treasury bond futures, and the fund reserves the right to use Treasury bond
   futures at any time. Use of these futures could occur, as an example, when
   both the Treasury bond contract and municipal bond index futures contract are
   correlating well with municipal bond prices, but the Treasury bond contract
   is trading at a more advantageous price making the hedge less expensive with
   the Treasury bond contract than would be obtained with the municipal bond
   index futures contract. The fund's


                                       32

<PAGE>

   activity in futures contracts generally will be limited to municipal bond
   index futures contracts and Treasury bond and note contracts.

   All Funds (other than the Money Funds)


               Special Risks of Transactions in Futures Contracts

  . Volatility and Leverage The prices of futures contracts are volatile and are
   influenced, among other things, by actual and anticipated changes in the
   market and interest rates, which in turn are affected by fiscal and monetary
   policies and national and international political and economic events.

   Most United States futures exchanges limit the amount of fluctuation
   permitted in futures contract prices during a single trading day. The daily
   limit establishes the maximum amount that the price of a futures contract may
   vary either up or down from the previous day's settlement price at the end of
   a trading session. Once the daily limit has been reached in a particular type
   of futures contract, no trades may be made on that day at a price beyond that
   limit. The daily limit governs only price movement during a particular
   trading day and therefore does not limit potential losses, because the limit
   may prevent the liquidation of unfavorable positions. Futures contract prices
   have occasionally moved to the daily limit for several consecutive trading
   days with little or no trading, thereby preventing prompt liquidation of
   futures positions and subjecting some futures traders to substantial losses.

   Margin deposits required on futures trading are low. As a result, a
   relatively small price movement in a futures contract may result in immediate
   and substantial loss, as well as gain, to the investor. For example, if at
   the time of purchase, 10% of the value of the futures contract is deposited
   as margin, a subsequent 10% decrease in the value of the futures contract
   would result in a total loss of the margin deposit, before any deduction for
   the transaction costs, if the account were then closed out. A 15% decrease
   would result in a loss equal to 150% of the original margin deposit, if the
   contract were closed out. Thus, a purchase or sale of a futures contract may
   result in losses in excess of the amount invested in the futures contract.

  . Liquidity The fund may elect to close some or all of its futures positions
   at any time prior to their expiration. The fund would do so to reduce
   exposure represented by long futures positions or short futures positions.
   The fund may close its positions by taking opposite positions which would
   operate to terminate the fund's position in the futures contracts. Final
   determinations of variation margin would then be made, additional cash would
   be required to be paid by or released to the fund, and the fund would realize
   a loss or a gain.

   Futures contracts may be closed out only on the exchange or board of trade
   where the contracts were initially traded. Although the fund intends to
   purchase or sell futures contracts only on exchanges or boards of trade where
   there appears to be an active market, there is no assurance that a liquid
   market on an exchange or board of trade will exist for any particular
   contract at any particular time. In such event, it might not be possible to
   close a futures contract, and in the event of adverse price movements, the
   fund would continue to be required to make daily cash payments of variation
   margin. However, in the event futures contracts have been used to hedge the
   underlying instruments, the fund would continue to hold the underlying
   instruments subject to the hedge until the futures contracts could be
   terminated. In such circumstances, an increase in the price of underlying
   instruments, if any, might partially or completely offset losses on the
   futures contract. However, as described next, there is no guarantee that the
   price of the underlying instruments will, in fact, correlate with the price
   movements in the futures contract and thus provide an offset to losses on a
   futures contract.

  . Hedging Risk A decision of whether, when, and how to hedge involves skill
   and judgment, and even a well-conceived hedge may be unsuccessful to some
   degree because of unexpected market behavior, market or interest rate trends.
   There are several risks in connection with the use by the fund of futures
   contracts as a hedging device. One risk arises because of the imperfect
   correlation between movements in the prices of the futures contracts and
   movements in the prices of the underlying instruments which are the subject
   of the hedge. T. Rowe Price will, however, attempt to reduce this risk by
   entering into futures contracts whose movements, in its judgment, will have a
   significant correlation with movements in the prices of the fund's underlying
   instruments sought to be hedged.


                                       33

<PAGE>

   Successful use of futures contracts by the fund for hedging purposes is also
   subject to T. Rowe Price's ability to correctly predict movements in the
   direction of the market. It is possible that, when the fund has sold futures
   to hedge its portfolio against a decline in the market, the index, indices,
   or instruments underlying futures might advance and the value of the
   underlying instruments held in the fund's portfolio might decline. If this
   were to occur, the fund would lose money on the futures and also would
   experience a decline in value in its underlying instruments. However, while
   this might occur to a certain degree, T. Rowe Price believes that over time
   the value of the fund's portfolio will tend to move in the same direction as
   the market indices used to hedge the portfolio. It is also possible that, if
   the fund were to hedge against the possibility of a decline in the market
   (adversely affecting the underlying instruments held in its portfolio) and
   prices instead increased, the fund would lose part or all of the benefit of
   increased value of those underlying instruments that it has hedged, because
   it would have offsetting losses in its futures positions. In addition, in
   such situations, if the fund had insufficient cash, it might have to sell
   underlying instruments to meet daily variation margin requirements. Such
   sales of underlying instruments might be, but would not necessarily be, at
   increased prices (which would reflect the rising market). The fund might have
   to sell underlying instruments at a time when it would be disadvantageous to
   do so.

   In addition to the possibility that there might be an imperfect correlation,
   or no correlation at all, between price movements in the futures contracts
   and the portion of the portfolio being hedged, the price movements of futures
   contracts might not correlate perfectly with price movements in the
   underlying instruments due to certain market distortions. First, all
   participants in the futures market are subject to margin deposit and
   maintenance requirements. Rather than meeting additional margin deposit
   requirements, investors might close futures contracts through offsetting
   transactions, which could distort the normal relationship between the
   underlying instruments and futures markets. Second, the margin requirements
   in the futures market are less onerous than margin requirements in the
   securities markets and, as a result, the futures market might attract more
   speculators than the securities markets do. Increased participation by
   speculators in the futures market might also cause temporary price
   distortions. Due to the possibility of price distortion in the futures market
   and also because of imperfect correlation between price movements in the
   underlying instruments and movements in the prices of futures contracts, even
   a correct forecast of general market trends by T. Rowe Price might not result
   in a successful hedging transaction over a very short time period.

   Limited-Term Bond and GNMA Funds


                          Options on Futures Contracts

   The fund may purchase and sell options on the same types of futures in which
   it may invest.

   Options (another type of potentially high-risk derivative) on futures are
   similar to options on underlying instruments except that options on futures
   give the purchaser the right, in return for the premium paid, to assume a
   position in a futures contract (a long position if the option is a call and a
   short position if the option is a put), rather than to purchase or sell the
   futures contract, at a specified exercise price at any time during the period
   of the option. Upon exercise of the option, the delivery of the futures
   position by the writer of the option to the holder of the option will be
   accompanied by the delivery of the accumulated balance in the writer's
   futures margin account which represents the amount by which the market price
   of the futures contract, at exercise, exceeds (in the case of a call) or is
   less than (in the case of a put) the exercise price of the option on the
   futures contract. Purchasers of options who fail to exercise their options
   prior to the exercise date suffer a loss of the premium paid.

   As an alternative to writing or purchasing call and put options on stock
   index futures, the fund may write or purchase call and put options on
   financial indices. Such options would be used in a manner similar to the use
   of options on futures contracts. From time to time, a single order to
   purchase or sell futures contracts (or options thereon) may be made on behalf
   of the fund and other T. Rowe Price funds. Such aggregated orders would be
   allocated among the funds and the other T. Rowe Price funds in a fair and
   nondiscriminatory manner.


                                       34

<PAGE>

   Intermediate and Income Funds


                          Options on Futures Contracts

   The fund might trade in municipal bond index option futures or similar
   options on futures developed in the future. In addition, the fund may also
   trade in options on futures contracts on U.S. government securities and any
   U.S. government securities futures index contract which might be developed.
   In the opinion of T. Rowe Price, there is a high degree of correlation in the
   interest rate, and price movements of U.S. government securities and
   municipal securities. However, the U.S. government securities market and
   municipal securities markets are independent and may not move in tandem at
   any point in time.

   The fund may purchase put options on futures contracts to hedge its portfolio
   of municipal securities against the risk of rising interest rates, and the
   consequent decline in the prices of the municipal securities it owns. The
   funds will also write call options on futures contracts as a hedge against a
   modest decline in prices of the municipal securities held in the fund's
   portfolio. If the futures price at expiration of a written call option is
   below the exercise price, the fund will retain the full amount of the option
   premium, thereby partially hedging against any decline that may have occurred
   in the fund's holdings of debt securities. If the futures price when the
   option is exercised is above the exercise price, however, the fund will incur
   a loss, which may be wholly or partially offset by the increase of the value
   of the securities in the fund's portfolio which were being hedged.

   Writing a put option on a futures contract serves as a partial hedge against
   an increase in the value of securities the fund intends to acquire. If the
   futures price at expiration of the option is above the exercise price, the
   fund will retain the full amount of the option premium which provides a
   partial hedge against any increase that may have occurred in the price of the
   debt securities the fund intends to acquire. If the futures price when the
   option is exercised is below the exercise price, however, the fund will incur
   a loss, which may be wholly or partially offset by the decrease in the price
   of the securities the fund intends to acquire.

   Options (another type of potentially high-risk derivative) on futures are
   similar to options on underlying instruments except that options on futures
   give the purchaser the right, in return for the premium paid, to assume a
   position in a futures contract (a long position if the option is a call and a
   short position if the option is a put), rather than to purchase or sell the
   futures contract, at a specified exercise price at any time during the period
   of the option. Upon exercise of the option, the delivery of the futures
   position by the writer of the option to the holder of the option will be
   accompanied by the delivery of the accumulated balance in the writer's
   futures margin account which represents the amount by which the market price
   of the futures contract, at exercise, exceeds (in the case of a call) or is
   less than (in the case of a put) the exercise price of the option on the
   futures contract. Purchasers of options who fail to exercise their options
   prior to the exercise date suffer a loss of the premium paid.

   From time to time a single order to purchase or sell futures contracts (or
   options thereon) may be made on behalf of the fund and other T. Rowe Price
   funds. Such aggregated orders would be allocated among the fund and the other
   T. Rowe Price funds in a fair and non-discriminatory manner.

   All Funds (other than the Money Funds)


          Special Risks of Transactions in Options on Futures Contracts

   The risks described under "Special Risks in Transactions on Futures
   Contracts" are substantially the same as the risks of using options on
   futures. If the fund were to write an option on a futures contract, it would
   be required to deposit and maintain initial and variation margin in the same
   manner as a regular futures contract. In addition, where the fund seeks to
   close out an option position by writing or buying an offsetting option
   covering the same index, underlying instrument or contract and having the
   same exercise price and expiration date, its ability to establish and close
   out positions on such options will be subject to the maintenance of a liquid
   secondary market. Reasons for the absence of a liquid secondary market on an
   exchange include the following: (1) there may be insufficient trading
   interest in certain options; (2) restrictions may be imposed by an exchange
   on opening transactions or closing transactions or both; (3) trading halts,
   suspensions or other restrictions may be imposed with respect to particular
   classes or series of options, or underlying instruments; (4) unusual or
   unforeseen circumstances may interrupt normal operations on an exchange; (5)
   the facilities of


                                       35

<PAGE>

   an exchange or a clearing corporation may not at all times be adequate to
   handle current trading volume; or (6) one or more exchanges could, for
   economic or other reasons, decide or be compelled at some future date to
   discontinue the trading of options (or a particular class or series of
   options), in which event the secondary market on that exchange (or in the
   class or series of options) would cease to exist, although outstanding
   options on the exchange that had been issued by a clearing corporation as a
   result of trades on that exchange would continue to be exercisable in
   accordance with their terms. There is no assurance that higher than
   anticipated trading activity or other unforeseen events might not, at times,
   render certain of the facilities of any of the clearing corporations
   inadequate, and thereby result in the institution by an exchange of special
   procedures which may interfere with the timely execution of customers'
   orders.

   In the event no such market exists for a particular contract in which the
   fund maintains a position, in the case of a written option, the fund would
   have to wait to sell the underlying securities or futures positions until the
   option expires or is exercised. The fund would be required to maintain margin
   deposits on payments until the contract is closed. Options on futures are
   treated for accounting purposes in the same way as the analogous option on
   securities are treated.

   In addition, the correlation between movements in the price of options on
   futures contracts and movements in the price of the securities hedged can
   only be approximate. This risk is significantly increased when an option on a
   U.S. government securities future or an option on some type of index future
   is used as a proxy for hedging a portfolio consisting of other types of
   securities. Another risk is that the movements in the price of options on
   futures contract and the value of the call increases by more than the
   increase in the value of the securities held as cover, the fund may realize a
   loss on the call which is not completely offset by the appreciation in the
   price of the securities held as cover and the premium received for writing
   the call.

   The successful use of options on futures contracts requires special expertise
   and techniques different from those involved in portfolio securities
   transactions. A decision of whether, when and how to hedge involves skill and
   judgment, and even a well-conceived hedge may be unsuccessful to some degree
   because of unexpected market behavior or interest rate trends. During periods
   when municipal securities market prices are appreciating, the fund may
   experience poorer overall performance than if it had not entered into any
   options on futures contracts.

   General Considerations Transactions by the fund in options on futures will be
   subject to limitations established by each of the exchanges, boards of trade
   or other trading facilities governing the maximum number of options in each
   class which may be written or purchased by a single investor or group of
   investors acting in concert, regardless of whether the options are written on
   the same or different exchanges, boards of trade or other trading facilities
   or are held or written in one or more accounts or through one or more
   brokers. Thus, the number of contracts which the fund may write or purchase
   may be affected by contracts written or purchased by other investment
   advisory clients of T. Rowe Price. An exchange, board of trade or other
   trading facility may order the liquidations of positions found to be in
   excess of these limits, and it may impose certain other sanctions.


                    Additional Futures and Options Contracts

   Although the fund has no current intention of engaging in futures or options
   transactions other than those described above, it reserves the right to do
   so. Such futures and options trading might involve risks which differ from
   those involved in the futures and options described above.

   Limited-Term Bond Fund


                           Foreign Futures and Options

   Participation in foreign futures and foreign options transactions involves
   the execution and clearing of trades on or subject to the rules of a foreign
   board of trade. Neither the National Futures Association nor any domestic
   exchange regulates activities of any foreign boards of trade, including the
   execution, delivery and clearing of transactions, or has the power to compel
   enforcement of the rules of a foreign board of trade or any applicable
   foreign law. This is true even if the exchange is formally linked to a
   domestic market so that a position taken on the market may be liquidated by a
   transaction on another market. Moreover, such laws or


                                       36

<PAGE>

   regulations will vary depending on the foreign country in which the foreign
   futures or foreign options transaction occurs. For these reasons, when the
   fund trades foreign futures or foreign options contracts, it may not be
   afforded certain of the protective measures provided by the Commodity
   Exchange Act, the CFTC's regulations and the rules of the National Futures
   Association and any domestic exchange, including the right to use reparations
   proceedings before the CFTC and arbitration proceedings provided by the
   National Futures Association or any domestic futures exchange. In particular,
   funds received from the fund for foreign futures or foreign options
   transactions may not be provided the same protections as funds received in
   respect of transactions on United States futures exchanges. In addition, the
   price of any foreign futures or foreign options contract and, therefore, the
   potential profit and loss thereon may be affected by any variance in the
   foreign exchange rate between the time the fund's order is placed and the
   time it is liquidated, offset or exercised.


                          Foreign Currency Transactions

   A forward foreign currency exchange contract involves an obligation to
   purchase or sell a specific currency at a future date, which may be any fixed
   number of days from the date of the contract agreed upon by the parties, at a
   price set at the time of the contract. These contracts are principally traded
   in the interbank market conducted directly between currency traders (usually
   large, commercial banks) and their customers. A forward contract generally
   has no deposit requirement, and no commissions are charged at any stage for
   trades.

   The fund may enter into forward contracts for a variety of purposes in
   connection with the management of the foreign securities portion of its
   portfolio. The fund's use of such contracts would include, but not be limited
   to, the following:

   First, when the fund enters into a contract for the purchase or sale of a
   security denominated in a foreign currency, it may desire to "lock in" the
   U.S. dollar price of the security. By entering into a forward contract for
   the purchase or sale, for a fixed amount of dollars, of the amount of foreign
   currency involved in the underlying security transactions, the fund will be
   able to protect itself against a possible loss resulting from an adverse
   change in the relationship between the U.S. dollar and the subject foreign
   currency during the period between the date the security is purchased or sold
   and the date on which payment is made or received.

   Second, when T. Rowe Price believes that one currency may experience a
   substantial movement against another currency, including the U.S. dollar, it
   may enter into a forward contract to sell or buy the amount of the former
   foreign currency, approximating the value of some or all of the fund's
   portfolio securities denominated in such foreign currency. Alternatively,
   where appropriate, the fund may hedge all or part of its foreign currency
   exposure through the use of a basket of currencies or a proxy currency where
   such currency or currencies act as an effective proxy for other currencies.
   In such a case, the fund may enter into a forward contract where the amount
   of the foreign currency to be sold exceeds the value of the securities
   denominated in such currency. The use of this basket hedging technique may be
   more efficient and economical than entering into separate forward contracts
   for each currency held in the fund. The precise matching of the forward
   contract amounts and the value of the securities involved will not generally
   be possible since the future value of such securities in foreign currencies
   will change as a consequence of market movements in the value of those
   securities between the date the forward contract is entered into and the date
   it matures. The projection of short-term currency market movement is
   extremely difficult, and the successful execution of a short-term hedging
   strategy is highly uncertain. Under normal circumstances, consideration of
   the prospect for currency parties will be incorporated into the longer term
   investment decisions made with regard to overall diversification strategies.
   However, T. Rowe Price believes that it is important to have the flexibility
   to enter into such forward contracts when it determines that the best
   interests of the fund will be served.

   Third, the fund may use forward contracts when the fund wishes to hedge out
   of the dollar into a foreign currency in order to create a synthetic bond or
   money market instrument-the security would be issued in U.S. dollars but the
   dollar component would be transformed into a foreign currency through a
   forward contract.

   The fund may enter into forward contacts for any other purpose consistent
   with the fund's investment objective and program. However, the fund will not
   enter into a forward contract, or maintain exposure to any such contract(s),
   if the amount of foreign currency required to be delivered thereunder would
   exceed the fund's holdings of liquid, high-grade debt securities, currency
   available for cover of the forward contract(s) or


                                       37

<PAGE>

   other suitable cover as permitted by the SEC. In determining the amount to be
   delivered under a contract, the fund may net offsetting positions.

   At the maturity of a forward contract, the fund may sell the portfolio
   security and make delivery of the foreign currency, or it may retain the
   security and either extend the maturity of the forward contract (by "rolling"
   that contract forward) or may initiate a new forward contract.

   If the fund retains the portfolio security and engages in an offsetting
   transaction, the fund will incur a gain or a loss (as described below) to the
   extent that there has been movement in forward contract prices. If the fund
   engages in an offsetting transaction, it may subsequently enter into a new
   forward contract to sell the foreign currency. Should forward prices decline
   during the period between the fund's entering into a forward contract for the
   sale of a foreign currency and the date it enters into an offsetting contract
   for the purchase of the foreign currency, the fund will realize a gain to the
   extent the price of the currency it has agreed to sell exceeds the price of
   the currency it has agreed to purchase. Should forward prices increase, the
   fund will suffer a loss to the extent of the price of the currency it has
   agreed to purchase exceeds the price of the currency it has agreed to sell.

   The fund's dealing in forward foreign currency exchange contracts will
   generally be limited to the transactions described above. However, the fund
   reserves the right to enter into forward foreign currency contracts for
   different purposes and under different circumstances. Of course, the fund is
   not required to enter into forward contracts with regard to its foreign
   currency-denominated securities and will not do so unless deemed appropriate
   by T. Rowe Price. It also should be realized that this method of hedging
   against a decline in the value of a currency does not eliminate fluctuations
   in the underlying prices of the securities. It simply establishes a rate of
   exchange at a future date. Additionally, although such contracts tend to
   minimize the risk of loss due to a decline in the value of the hedged
   currency, at the same time, they tend to limit any potential gain which might
   result from an increase in the value of that currency.

   Although the fund values its assets daily in terms of U.S. dollars, it does
   not intend to convert its holdings of foreign currencies into U.S. dollars on
   a daily basis. It will do so from time to time, and there are costs
   associated with currency conversion. Although foreign exchange dealers do not
   charge a fee for conversion, they do realize a profit based on the difference
   (the "spread") between the prices at which they are buying and selling
   various currencies. Thus, a dealer may offer to sell a foreign currency to
   the fund at one rate, while offering a lesser rate of exchange should the
   fund desire to resell that currency to the dealer.


    Federal Tax Treatment of Options, Futures Contracts, and Forward Foreign
                               Exchange Contracts

   Limited-Term Bond and GNMA Funds

   The discussion herein may refer to transactions in which the GNMA Fund does
   not engage. The fund's prospectus sets forth the types of transactions
   permissible for the fund.

   The fund may enter into certain options, futures, and forward foreign
   exchange contracts, including options and futures on currencies, which will
   be treated as Section 1256 contracts or straddles.

   Transactions that are considered Section 1256 contracts will be considered to
   have been closed at the end of the fund's fiscal year and any gains or losses
   will be recognized for tax purposes at that time. Such gains or losses from
   the normal closing or settlement of such transactions will be characterized
   as 60% long-term capital gain (taxable at a maximum rate of 20%) or loss and
   40% short-term capital gain or loss regardless of the holding period of the
   instrument (ordinary income or loss for foreign exchange contracts). The fund
   will be required to distribute net gains on such transactions to shareholders
   even though it may not have closed the transaction and received cash to pay
   such distributions.

   Options, futures and forward foreign exchange contracts, including options
   and futures on currencies, which offset a foreign dollar-denominated bond or
   currency position may be considered straddles for tax purposes, in which case
   a loss on any position in a straddle will be subject to deferral to the
   extent of unrealized gain in an offsetting position. The holding period of
   the securities or currencies comprising the straddle will be deemed not to
   begin until the straddle is terminated. The holding period of the security
   offsetting an "in-the--


                                       38

<PAGE>

   money qualified covered call" option on an equity security will not include
   the period of time the option is outstanding.

   Losses on written covered calls and purchased puts on securities, excluding
   certain "qualified covered call" options on equity securities, may be
   long-term capital losses, if the security covering the option was held for
   more than 12 months prior to the writing of the option.

   In order for the fund to continue to qualify for federal income tax treatment
   as a regulated investment company, at least 90% of its gross income for a
   taxable year must be derived from qualifying income, i.e., dividends,
   interest, income derived from loans of securities, and gains from the sale of
   securities or currencies. Tax regulations could be issued limiting the extent
   that net gain realized from option, futures or foreign forward exchange
   contracts on currencies is qualifying income for purposes of the 90%
   requirement.

   As a result of the "Taxpayer Relief Act of 1997," entering into certain
   options, futures contracts, or forward contracts may result in the
   "constructive sale" of offsetting stocks or debt securities of the fund.

   Intermediate and Income Funds

   Although the fund invests almost exclusively in securities that generate
   income that is exempt from federal income taxes, the fund may enter into
   certain option, futures, and foreign exchange contracts, including options
   and futures on currencies, which will be treated as Section 1256 contracts or
   straddles that are not exempt from such taxes. Therefore, use of the
   investment techniques described above could result in taxable income to
   shareholders of the fund.

   Transactions which are considered Section 1256 contracts will be considered
   to have been closed at the end of the fund's fiscal year and any gains or
   losses will be recognized for tax purposes at that time. Gains or losses
   recognized from the normal closing or settlement of such transactions will be
   characterized as 60% long-term capital gain or loss and 40% short-term
   capital gain or loss, without regard to the holding period of the contract.
   The fund will be required to distribute net gains on such transactions to
   shareholders even though it may not have closed the transaction and received
   cash to pay such distributions.

   Options, futures and forward foreign exchange contracts, including options
   and futures on currencies, which offset a foreign dollar-denominated bond or
   currency position may be considered straddles for tax purposes, in which case
   a loss on any position in a straddle will be subject to deferral to the
   extent of unrealized gain in an offsetting position. The holding period of
   the securities or currencies comprising the straddle will be deemed not to
   begin until the straddle is terminated. The holding period of the security
   offsetting an "in-the-money qualified covered call" option on an equity
   security will not include the period of time the option is outstanding.

   Losses on written covered calls and purchased puts on securities, excluding
   certain "qualified covered call" options on equity securities, may be
   long-term capital losses, if the security covering the option was held for
   more than 12 months prior to the writing of the option.

   In order for the fund to continue to qualify for federal income tax treatment
   as a regulated investment company, at least 90% of its gross income for a
   taxable year must be derived from qualifying income, i.e., dividends,
   interest, income derived from loans of securities, and gains from the sale of
   securities or currencies. Tax regulations could be issued limiting the extent
   that net gain realized from option, futures or foreign forward exchange
   contracts on currencies is qualifying income for purposes of the 90%
   requirement.

   As a result of the "Taxpayer Relief Act of 1997," entering into certain
   options, futures contracts, or forward contracts may result in the
   "constructive sale" of offsetting stocks or debt securities of the fund.

   All Funds


 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


                                       39

<PAGE>

   person or by proxy or (2) more than 50% of a fund's outstanding shares. Other
   restrictions in the form of operating policies are subject to change by the
   fund's Board of Directors without shareholder approval. Any investment
   restriction which involves a maximum percentage of securities or assets shall
   not be considered to be violated unless an excess over the percentage occurs
   immediately after, and is caused by, an acquisition of securities or assets
   of, or borrowings by, the fund. Calculation of the fund's total assets for
   compliance with any of the following fundamental or operating policies or any
   other investment restrictions set forth in the fund's prospectus or Statement
   of Additional Information will not include cash collateral held in connection
   with securities lending activities.


                              Fundamental Policies

   As a matter of fundamental policy, the fund may not:

   (1) Borrowing Borrow money except that the fund may (i) borrow for
       non-leveraging, temporary or emergency purposes; and (ii) engage in
       reverse repurchase agreements and make other investments or engage in
       other transactions, which may involve a borrowing, in a manner consistent
       with the fund's investment objective and program, provided that the
       combination of (i) and (ii) shall not exceed 33/1//\\/3/\\% of the value
       of the fund's total assets (including the amount borrowed) less
       liabilities (other than borrowings) or such other percentage permitted by
       law. Any borrowings which come to exceed this amount will be reduced in
       accordance with applicable law. The fund may borrow from banks, other
       Price Funds, or other persons to the extent permitted by applicable law;

   (2) Commodities Purchase or sell physical commodities; except that the funds
       (other than the Municipal Money Market and Cash Reserves Funds) may enter
       into futures contracts and options thereon;

   (3) Industry Concentration Purchase the securities of any issuer if, as a
       result, more than 25% of the value of the fund's total assets would be
       invested in the securities of issuers having their principal business
       activities in the same industry provided that for the Cash Reserves Fund
       this policy does not apply to securities of the banking industry
       including, but not limited to, certificates of deposit and bankers'
       acceptances;

   (4) Loans Make loans, although the fund may (i) lend portfolio securities and
       participate in an interfund lending program with other Price Funds
       provided that no such loan may be made if, as a result, the aggregate of
       such loans would exceed 33/1//\\/3/\\% of the value of the fund's total
       assets; (ii) purchase money market securities and enter into repurchase
       agreements; and (iii) acquire publicly distributed or privately placed
       debt securities and purchase debt;

   (5) Percent Limit on Assets Invested in Any One Issuer Purchase a security
       if, as a result, with respect to 75% of the value of its total assets,
       more than 5% of the value of the fund's total assets would be invested in
       the securities of a single issuer, except securities issued or guaranteed
       by the U.S. government or any of its agencies or instrumentalities;

   (6) Percent Limit on Share Ownership of Any One Issuer Purchase a security
       if, as a result, with respect to 75% of the value of the fund's total
       assets, more than 10% of the outstanding voting securities of any issuer
       would be held by the fund (other than obligations issued or guaranteed by
       the U.S. government, its agencies or instrumentalities);

   (7) Real Estate Purchase or sell real estate, including limited partnership
       interests therein, unless acquired as a result of ownership of securities
       or other instruments (but this shall not prevent the fund from investing
       in securities or other instruments backed by real estate or securities of
       companies engaged in the real estate business);

   (8) Senior Securities Issue senior securities except in compliance with the
       1940 Act;

   (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; or


                                       40

<PAGE>

   All Summit Municipal Funds

   (10) Equity Securities Purchase equity securities, or securities convertible
       into equity securities.


                                      NOTES

       The following Notes should be read in connection with the above-described
       fundamental policies. The Notes are not fundamental policies.

       With respect to investment restriction (1), the Cash Reserves and the
       Municipal Money Market Funds have no current intention of engaging in any
       borrowing transactions.

       With respect to investment restriction (2), the fund does not consider
       currency contracts or hybrid investments to be commodities.

       For purposes of investment restriction (3), U.S., state or local
       governments, or related agencies or instrumentalities, are not considered
       an industry. Industries are determined by reference to the
       classifications of industries set forth in the fund's semiannual and
       annual reports. It is the position of the Staff of the SEC that foreign
       governments are industries for purposes of this restriction. Bonds which
       are refunded with escrowed U.S. government securities or subject to
       certain types of guarantees are not subject to the industry limitation of
       25%.

   All Summit Municipal Funds

       For purposes of investment restriction (5), the fund will treat bonds
       which are refunded with escrowed U.S. government securities as U.S.
       government securities.

   All Funds


                               Operating Policies

   As a matter of operating policy, the fund may not:

   (1) Borrowing Purchase additional securities when money borrowed exceeds 5%
       of its total assets;

   (2) Control of Portfolio Companies Invest in companies for the purpose of
       exercising management or control;

   (3) Futures Contracts Purchase a futures contract or an option thereon, if,
       with respect to positions in futures or options on futures which do not
       represent bona fide hedging, the aggregate initial margin and premiums on
       such options would exceed 5% of the fund's net asset value;

   (4) Illiquid Securities Purchase illiquid securities if, as a result, more
       than 15% (10% for Cash Reserves and Municipal Money Market Funds) of its
       net assets would be invested in such securities;

   (5) Investment Companies  Purchase securities of open-end or closed-end
       investment companies except (i) in compliance with the 1940 Act; (ii)
       securities of the Reserve Investment or Government Reserve Investment
       Funds; or (iii) in the case of the Money Funds, only securities of other
       money market funds;

   (6) Margin Purchase securities on margin, except (i) for use of short-term
       credit necessary for clearance of purchases of portfolio securities and
       (ii) it may make margin deposits in connection with futures contracts or
       other permissible investments;

   (7) Mortgaging Mortgage, pledge, hypothecate or, in any manner, transfer any
       security owned by the fund as security for indebtedness except as may be
       necessary in connection with permissible borrowings or investments and
       then such mortgaging, pledging or hypothecating may not exceed
       33/1//\\/3/\\% of the fund's total assets at the time of borrowing or
       investment;

   (8) Oil and Gas Programs Purchase participations or other direct interests
       in, or enter into leases with respect to oil, gas, or other mineral
       exploration or development programs if, as a result thereof, more than 5%
       of the value of the total assets of the fund would be invested in such
       programs;


                                       41

<PAGE>

   (9) Options, etc. Invest in puts, calls, straddles, spreads, or any
       combination thereof, except to the extent permitted by the prospectus and
       Statement of Additional Information;

   (10) Short Sales Effect short sales of securities;

   (11) Warrants Invest in warrants if, as a result thereof, more than 10% (for
       the Summit Income Funds) or 2% (for the Summit Municipal Funds) of the
       value of the net assets of the fund would be invested in warrants.


                                      NOTES

       With respect to investment restriction (5), the funds have no current
       intention of purchasing the securities of other investment companies.
       Duplicate fees could result from any such purchases.

   All Funds

   Notwithstanding anything in the above fundamental and operating restrictions
   to the contrary, the fund may invest all of its assets in a single investment
   company or a series thereof in connection with a "master-feeder" arrangement.
   Such an investment would be made where the fund (a "Feeder"), and one or more
   other funds with the same investment objective and program as the fund,
   sought to accomplish its investment objective and program by investing all of
   its assets in the shares of another investment company (the "Master"). The
   Master would, in turn, have the same investment objective and program as the
   fund. The fund would invest in this manner in an effort to achieve the
   economies of scale associated with having a Master fund make investments in
   portfolio companies on behalf of a number of Feeder funds.



 MANAGEMENT OF THE FUNDS
 -------------------------------------------------------------------------------
   The officers and directors of the fund are listed below. Unless otherwise
   noted, the address of each is 100 East Pratt Street, Baltimore, Maryland
   21202. Except as indicated, each has been an employee of T. Rowe Price for
   more than five years. In the list below, the fund's directors who are
   considered "interested persons" of T. Rowe Price as defined under Section
   2(a)(19) of the 1940 Act are noted with an asterisk (*). These directors are
   referred to as inside directors by virtue of their officership, directorship,
   and/or employment with T. Rowe Price.

   All Funds


                           Independent Directors/(a)/


   CALVIN W. BURNETT, PH.D., 3/16/32, President, Coppin State College; formerly:
   Director, Maryland Chamber of Commerce and Provident Bank of Maryland;
   formerly: President, Baltimore Area Council Boy Scouts of America; Vice
   President and Board of Directors, The Walters Art Gallery; Address: 2500 West
   North Avenue, Baltimore, Maryland 21216

   ANTHONY W. DEERING, 1/28/45, Director, Chairman of the Board, President, and
   Chief Executive Officer, The Rouse Company, real estate developers, Columbia,
   Maryland; Address: 10275 Little Patuxent Parkway, Columbia, Maryland 21044

   F. PIERCE LINAWEAVER, 8/22/34, President, F. Pierce Linaweaver & Associates,
   Inc.; Consulting Environmental & Civil Engineers; formerly (1987-1991)
   Executive Vice President, EA Engineering, Science, and Technology, Inc., and
   President, EA Engineering, Inc., Baltimore, Maryland; Address: Green Spring
   Station, 2360 West Joppa Road, Suite 224, Lutherville, Maryland 21093

   JOHN G. SCHREIBER, 10/21/46, Owner/President, Schreiber Investments, Inc., a
   real estate investment company; Director, AMLI Residential Properties Trust
   and Urban Shopping Centers, Inc.; Partner, Blackstone Real Estate Partners,
   L.P.; Director and formerly Executive Vice President, JMB Realty Corporation,
   a national real estate investment manager and developer; Address: 1115 East
   Illinois Road, Lake Forest, Illinois 60045

  (a) Unless otherwise indicated, the Independent Directors have been at their
     respective companies for at least five years.


                                       42

<PAGE>

                            Inside Directors/Officers

  *  WILLIAM T. REYNOLDS, 5/26/48, Chairman of the Board-Director and Managing
   Director, T. Rowe Price; Chartered Financial Analyst

  *  JAMES S. RIEPE, 6/25/43, Director and Vice President-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

  *  M. DAVID TESTA, 4/22/44, Director-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

   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

   PATRICIA B. 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

   INGRID I. VORDEMBERGE, 9/27/35, Assistant Vice President-Employee, T. Rowe
   Price

   All Summit Income Funds

   EDWARD A. WIESE, 4/12/59, President-Vice President, T. Rowe Price,
   Price-Fleming, and T. Rowe Price Trust Company

   CONNICE A. BAVELY, 3/5/51, Executive Vice President-Vice President and Senior
   Portfolio Manager, T. Rowe Price; formerly founding partner and Senior Vice
   President of Atlantic Asset Management Partners, LLC; Special Partner and
   Portfolio Manager at Weiss Peck and Greer

   PATRICE BERCHTENBREITER ELY, 1/13/53, Vice President-Vice President, T. Rowe
   Price

   DEBORAH L. BOYER, 1/2/68, Vice President-Assistant Vice President, T. Rowe
   Price; formerly Assistant Vice President and Government Bond Trader for First
   Chicago NBD Corporation

   STEVEN G. BROOKS, 8/5/54, Vice President-Vice President, T. Rowe Price;
   Chartered Financial Analyst

   BRIAN E. BURNS, 10/6/60, Vice President-Assistant Vice President, T. Rowe
   Price

   ROBERT P. CAMPBELL, 1/31/56, Vice President-Vice President, T. Rowe Price and
   Price-Fleming

   PATRICK S. CASSIDY, 8/27/64, Vice President-Vice President, T. Rowe Price;
   Chartered Financial Analyst

   DEBRA R. DIES, 5/12/71, Vice President-Credit Analyst, T. Rowe Price;
   formerly employed at J.P. Morgan Securities

   CHARLES B. HILL, 9/22/61, Vice President-Vice President, T. Rowe Price

   ALAN D. LEVENSON, 7/17/58, Vice President-Vice President, T. Rowe Price;
   formerly Senior Vice President and Director of Research at Aubrey G. Lanston
   & Co., Inc.

   JAMES M. MCDONALD, 9/29/49, Vice President-Vice President, T. Rowe Price

   CHERYL A. MICKEL, 1/11/67, Vice President-Assistant Vice President, T. Rowe
   Price

   EDMUND M. NOTZON, 10/1/45, Vice President-Managing Director, T. Rowe Price;
   Vice President, T. Rowe Price Trust Company; Chartered Financial Analyst


                                       43

<PAGE>

   JOAN R. POTEE, 11/23/47, Vice President-Vice President, T. Rowe Price

   THEODORE E. ROBSON, 2/10/65, Vice President-Assistant Vice President, T. Rowe
   Price

   ROBERT M. RUBINO, 8/2/53, Vice President-Vice President, T. Rowe Price

   EDWARD T. SCHNEIDER, 9/19/59, Vice President-Vice President, T. Rowe Price

   VIRGINIA A. STIRLING, 9/5/51, Vice President-Vice President, T. Rowe Price

   SUSAN G. TROLL, 8/27/66, Vice President-Vice President and Analyst, T. Rowe
   Price; formerly Vice President at Merrill Lynch Asset Management; Certified
   Public Accountant

   MARK J. VASELKIV, 7/22/58, Vice President-Vice President, T. Rowe Price

   All Summit Municipal Funds

   MARY J. MILLER, 7/19/55, President-Managing Director, T. Rowe Price

   PATRICE BERCHTENBREITER ELY, 1/13/53, Executive Vice President-Vice
   President, T. Rowe Price

   CHARLES B. HILL, 9/22/61, Executive Vice President-Vice President, T. Rowe
   Price

   JANET G. ALBRIGHT, 3/31/57, Vice President-Vice President, T. Rowe Price

    JEREMY N. BAKER, 2/27/68, Vice President-Employee, T. Rowe Price

   PATRICIA S. DEFORD, 9/29/57, Vice President-Vice President, T. Rowe Price

   JOSEPH K. LYNAGH, 6/9/58, Vice President-Assistant Vice President, T. Rowe
   Price

   KONSTANTINE B. MALLAS, 5/26/63, Vice President-Vice President, T. Rowe Price

   HUGH D. MCGUIRK, 7/6/60, Vice President-Vice President, T. Rowe Price

   JULIE A. SALSBERY, 4/29/70, Vice President-Assistant Vice President and Fixed
   Income Trader, T. Rowe Price; (1997) formerly assistant portfolio
   manager/trader at Wainwright Asset Management

   EDWARD T. SCHNEIDER, 9/19/59, Vice President-Vice President, T. Rowe Price

   WILLIAM F. SNIDER, 9/16/69, Vice President-Vice President, T. Rowe Price

   C. STEPHEN WOLFE II, 4/5/59, Vice President-Vice President, T. Rowe Price


                               Compensation Table

   The funds do not pay pension or retirement benefits to their independent
   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.

<TABLE>
<CAPTION>
Name of Person,                         Aggregate Compensation from                   Total Compensation from Fund and
Position                                Fund(a)                                       Fund Complex Paid to Directors(b)
- --------------------------------------  --------------------------------------------  ---------------------------------
<S>                                     <C>                                           <C>
Cash Reserves Fund
Calvin W. Burnett, Ph.D., Director                                            $3,505                            $65,000
Anthony W. Deering, Director                                                   2,141                             81,000
F. Pierce Linaweaver, Director                                                 3,510                             66,000
John G. Schreiber, Director                                                    3,505                             65,000
- -------------------------------------------------------------------------------------------------------------------------
Limited-Term Bond Fund
                                                                                   $
Calvin W. Burnett, Ph.D., Director                                             1,333                            $65,000
Anthony W. Deering, Director                                                   1,272                             81,000
F. Pierce Linaweaver, Director                                                 1,333                             66,000
John G. Schreiber, Director                                                    1,332                             65,000
- -------------------------------------------------------------------------------------------------------------------------
GNMA Fund
Calvin W. Burnett, Ph.D., Director                                            $1,340                            $65,000
Anthony W. Deering, Director                                                   1,267                             81,000
F. Pierce Linaweaver, Director                                                 1,340                             66,000
John G. Schreiber, Director                                                    1,340                             65,000
- -------------------------------------------------------------------------------------------------------------------------
Municipal Money Market Fund
Calvin W. Burnett, Ph.D., Director                                            $1,468                            $65,000
Anthony W. Deering, Director                                                   1,311                             81,000
F. Pierce Linaweaver, Director                                                 1,468                             66,000
John G. Schreiber, Director                                                    1,469                             65,000
- -------------------------------------------------------------------------------------------------------------------------
Municipal Intermediate-Term Fund
Calvin W. Burnett, Ph.D., Director                                            $1,372                            $65,000
Anthony W. Deering, Director                                                   1,279                             81,000
F. Pierce Linaweaver, Director                                                 1,372                             66,000
John G. Schreiber, Director                                                    1,372                             65,000
- -------------------------------------------------------------------------------------------------------------------------
Municipal Income Fund
Calvin W. Burnett, Ph.D., Director                                            $1,360                            $65,000
Anthony W. Deering, Director                                                   1,276                             81,000
F. Pierce Linaweaver, Director                                                 1,360                             66,000
John G. Schreiber, Director                                                    1,360                             65,000
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>





                                       44

<PAGE>

 (a) Amounts in this column are based on accrued compensation from November
   1, 1998 to October 31, 1999.

 (b) Amounts in this column are based on compensation received from January
   1, 1999 to December 31, 1999. The T. Rowe Price complex included 88 funds
   as of December 31, 1999.

   All Funds

   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 December 31, 1999, the following shareholders beneficially owned more
   than 5% of the outstanding shares of the fund:

   Summit Limited-Term Bond Fund: Maryland Higher Education Investment Program,
   217 E. Redwood St., Ste. 2050, Baltimore, Maryland 21202-3316;


                                       45

<PAGE>

   Summit GNMA Fund: Walnut Street Partners, P.O. Box 6829, c/o Curt Walmer, 850
   N. Wyomissing Blvd., Ste. 200, Wyomissing, Pennsylvania 19610-1764;

   Summit Municipal Income Fund: US Clearing Corp., FBO 146-20689-15, 26
   Broadway, New York, New York 10004-1703.



 INVESTMENT MANAGEMENT SERVICES
 -------------------------------------------------------------------------------
   Services
   Under the Management Agreement, T. Rowe Price provides the fund with
   discretionary investment services. Specifically, T. Rowe Price is responsible
   for supervising and directing the investments of the fund in accordance with
   the fund's investment objectives, program, and restrictions as provided in
   its prospectus and this Statement of Additional Information. T. Rowe Price is
   also responsible for effecting all security transactions on behalf of the
   fund, including the negotiation of commissions and the allocation of
   principal business and portfolio brokerage. In addition to these services, T.
   Rowe Price provides the fund with certain corporate administrative services,
   including: maintaining the fund's corporate existence and corporate records;
   registering and qualifying fund shares under federal laws; monitoring the
   financial, accounting, and administrative functions of the fund; maintaining
   liaison with the agents employed by the fund such as the fund's custodian and
   transfer agent; assisting the fund in the coordination of such agents'
   activities; and permitting T. Rowe Price's employees to serve as officers,
   directors, and committee members of the fund without cost to the fund.

   The Management Agreement also provides that T. Rowe Price, its directors,
   officers, employees, and certain other persons performing specific functions
   for the fund will only be liable to the fund for losses resulting from
   willful misfeasance, bad faith, gross negligence, or reckless disregard of
   duty.

   Management Fee
   Each fund pays T. Rowe Price an annual all-inclusive fee (the "Fee") as
   follows:
<TABLE>
<CAPTION>
<S>                                                                    <C>
Cash Reserves                                                            0.45%
Limited-Term Bond                                                        0.55
GNMA                                                                     0.60
Municipal Money Market                                                   0.45
Municipal Intermediate                                                   0.50
Municipal Income                                                         0.50
</TABLE>


   The Fee is paid monthly to T. Rowe Price on the first business day of the
   next succeeding calendar month and is the sum of the Daily Fee accruals for
   each month. The Daily 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 appropriate Fee and multiplying this product by the net assets of
   the fund for that day, as 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 Management Agreement between each fund and T. Rowe Price provides that T.
   Rowe Price will pay all expenses of each fund's operations, except interest,
   taxes, brokerage commissions, and other charges incident to the purchase,
   sale or lending of the fund's portfolio securities, directors' fees and
   expenses (including counsel fees and expenses) and such non-recurring or
   extraordinary expenses that may arise, including the costs of actions, suits
   or proceedings to which the fund is a party and the expenses the fund may
   incur as a result of its obligation to provide indemnification to its
   officers, directors and agents. However, the Board of Directors for the funds
   reserves the right to impose additional fees against shareholder accounts to
   defray expenses which would otherwise be paid by T. Rowe Price under the
   management agreement. The Board does not anticipate levying such charges;
   such a fee, if charged, may be retained by the fund or paid to T. Rowe Price.


                                       46

<PAGE>

   The following chart sets forth the total management fees, if any, paid to T.
   Rowe Price by each fund during the last three years:
<TABLE>
<CAPTION>
                       Fund                              1999            1998             1997
                       ----                              ----            ----             ----
<S>                                                 <C>             <C>             <C>
Cash Reserves                                         $7,978,000      $5,366,000       $4,707,000
Limited-Term Bond                                         91,000          10,000          149,000
GNMA                                                     130,000          47,000          161,000
Municipal Money Market                                   564,000         485,000          520,000
Municipal Intermediate                                   230,000         127,000          185,000
Municipal Income                                         166,000          47,000          103,000
</TABLE>




 DISTRIBUTOR FOR THE FUNDS
 -------------------------------------------------------------------------------
   Investment Services, a Maryland corporation formed in 1980 as a wholly owned
   subsidiary of T. Rowe Price, serves as the fund's distributor. 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 the fund's shares is continuous.

   Investment Services is located at the same address as the fund and T. Rowe
   Price-100 East Pratt Street, Baltimore, Maryland 21202.

   Investment Services serves as distributor to the fund 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.

   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 fund shares, except for those fees and expenses
   specifically assumed by the fund. Investment Services' expenses are paid by
   T. Rowe Price.

   Investment Services acts as the agent of the fund in connection with the sale
   of its shares in the various states in which Investment Services is qualified
   as a broker-dealer. Under the Underwriting Agreement, Investment Services
   accepts orders for fund shares at net asset value. No sales charges are paid
   by investors or the fund.



 CUSTODIAN
 -------------------------------------------------------------------------------
   State Street Bank and Trust Company is the custodian for the fund's
   securities and cash, but it does not participate in the fund's investment
   decisions. Portfolio securities purchased in the U.S. are maintained in the
   custody of the Bank and may be entered into the Federal Reserve Book Entry
   System, or the security depository system of the Depository Trust
   Corporation, or any central depository system allowed by federal law. In
   addition, the Summit Municipal Funds are authorized to maintain certain of
   its securities, in particular, variable rate demand note, in uncertificated
   form, in the proprietary deposit systems of various dealers in municipal
   securities. State Street Bank and the Limited-Term 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 by the fund's Board of Directors in
   accordance with regulations under the 1940 Act. The 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.


                                       47

<PAGE>

   All Funds


 SERVICES BY OUTSIDE PARTIES
 -------------------------------------------------------------------------------

   The shares of some fund shareholders are held in omnibus accounts maintained
   by various third parties, including retirement plan sponsors, insurance
   companies, banks and broker-dealers. The fund has adopted an administrative
   services program ("AFP") that authorizes the fund to make payments to these
   third parties. The payments are made for transfer agent, recordkeeping and
   other administrative services provided by, or on behalf of, the third parties
   with respect to such shareholders and the omnibus accounts.



 CODE OF ETHICS
 -------------------------------------------------------------------------------

   The fund's investment adviser (T. Rowe Price) has a written Code of Ethics
   which requires all Access Persons to obtain prior clearance before engaging
   in personal securities transactions. In addition, all employees must report
   their personal securities transactions within 10 days of their execution.
   Access Persons will not be permitted to effect transactions in a security: if
   there are pending client orders in the security; the security has been
   purchased or sold by a client within seven calendar days; the security is
   being considered for purchase for a client; or the security is subject to
   internal trading restrictions. In addition, Access Persons are prohibited
   from profiting from short-term trading (e.g., purchases and sales involving
   the same security within 60 days). Any person becoming an Access Person must
   file a statement of personal securities holdings within 10 days of this date.
   All Access Persons are required to file an annual statement with respect to
   their personal securities holdings. Any material violation of the Code of
   Ethics is reported to the Board of the fund. The Board also reviews the
   administration of the Code of Ethics on an annual basis.



 PORTFOLIO TRANSACTIONS
 -------------------------------------------------------------------------------
   Investment or Brokerage Discretion
   Decisions with respect to the purchase and sale of portfolio securities on
   behalf of the fund are made by T. Rowe Price. T. Rowe Price is also
   responsible for implementing these decisions, including the negotiation of
   commissions and the allocation of portfolio brokerage and principal business.
   The fund's purchases and sales of fixed income portfolio securities are
   normally done on a principal basis and do not involve the payment of a
   commission although they may involve the designation of selling concessions.
   That part of the discussion below relating solely to brokerage commissions
   would not normally apply to the fund. However, it is included because T. Rowe
   Price does manage a significant number of common stock portfolios which do
   engage in agency transactions and pay commissions and because some research
   and services resulting from the payment of such commissions may benefit the
   fund.


                      How Brokers and Dealers Are Selected

   Fixed Income Securities
   Fixed income securities are generally purchased from the issuer or a primary
   market-maker acting as principal for the securities on a net basis, with no
   brokerage commission being paid by the client although the price usually
   includes an undisclosed compensation. Transactions placed through dealers
   serving as primary market-makers reflect the spread between the bid and asked
   prices. Securities may also be purchased from underwriters at prices which
   include underwriting fees.

   With respect to equity and fixed income securities, T. Rowe Price may effect
   principal transactions on behalf of the fund with a broker or dealer who
   furnishes brokerage and/or research services, designate any such broker or
   dealer to receive selling concessions, discounts or other allowances, or
   otherwise deal with any such broker or dealer in connection with the
   acquisition of securities in underwritings. T. Rowe Price may receive
   research services in connection with brokerage transactions, including
   designations in fixed price offerings.


                                       48

<PAGE>

 How Evaluations Are Made of the Overall Reasonableness of Brokerage Commissions
                                      Paid

   On a continuing basis, T. Rowe Price seeks to determine what levels of
   commission rates are reasonable in the marketplace for transactions executed
   on behalf of the fund. In evaluating the reasonableness of commission rates,
   T. Rowe Price considers: (a) historical commission rates; (b) rates which
   other institutional investors are paying, based on available public
   information; (c) rates quoted by brokers and dealers; (d) the size of a
   particular transaction, in terms of the number of shares, dollar amount, and
   number of clients involved; (e) the complexity of a particular transaction in
   terms of both execution and settlement; (f) the level and type of business
   done with a particular firm over a period of time; and (g) the extent to
   which the broker or dealer has capital at risk in the transaction.


       Descriptions of Research Services Received From Brokers and Dealers

   T. Rowe Price receives a wide range of research services from brokers and
   dealers. These services include information on the economy, industries,
   groups of securities, individual companies, statistical information,
   accounting and tax law interpretations, political developments, legal
   developments affecting portfolio securities, technical market action, pricing
   and appraisal services, credit analysis, risk measurement analysis,
   performance analysis and analysis of corporate responsibility issues. These
   services provide both domestic and international perspective. Research
   services are received primarily in the form of written reports, computer
   generated services, telephone contacts and personal meetings with security
   analysts. In addition, such services may be provided in the form of meetings
   arranged with corporate and industry spokespersons, economists, academicians
   and government representatives. In some cases, research services are
   generated by third parties but are provided to T. Rowe Price by or through
   broker-dealers.

   Research services received from brokers and dealers are supplemental to T.
   Rowe Price's own research effort and, when utilized, are subject to internal
   analysis before being incorporated by T. Rowe Price into its investment
   process. As a practical matter, it would not be possible for T. Rowe Price's
   Equity Research Division to generate all of the information presently
   provided by brokers and dealers. T. Rowe Price pays cash for certain research
   services received from external sources. T. Rowe Price also allocates
   brokerage for research services which are available for cash. While receipt
   of research services from brokerage firms has not reduced T. Rowe Price's
   normal research activities, the expenses of T. Rowe Price could be materially
   increased if it attempted to generate such additional information through its
   own staff. To the extent that research services of value are provided by
   brokers or dealers, T. Rowe Price may be relieved of expenses which it might
   otherwise bear.

   T. Rowe Price has a policy of not allocating brokerage business in return for
   products or services other than brokerage or research services. In accordance
   with the provisions of Section 28(e) of the Securities Exchange Act of 1934,
   T. Rowe Price may from time to time receive services and products which serve
   both research and non-research functions. In such event, T. Rowe Price makes
   a good faith determination of the anticipated research and non-research use
   of the product or service and allocates brokerage only with respect to the
   research component.


              Commissions to Brokers Who Furnish Research Services

   Certain brokers and dealers who provide quality brokerage and execution
   services also furnish research services to T. Rowe Price. With regard to the
   payment of brokerage commissions, T. Rowe Price has adopted a brokerage
   allocation policy embodying the concepts of Section 28(e) of the Securities
   Exchange Act of 1934, which permits an investment adviser to cause an account
   to pay commission rates in excess of those another broker or dealer would
   have charged for effecting the same transaction, if the adviser determines in
   good faith that the commission paid is reasonable in relation to the value of
   the brokerage and research services provided. The determination may be viewed
   in terms of either the particular transaction involved or the overall
   responsibilities of the adviser with respect to the accounts over which it
   exercises investment discretion. Accordingly, while T. Rowe Price cannot
   readily determine the extent to which commission rates or net prices charged
   by broker-dealers reflect the value of their research services, T. Rowe Price
   would expect to assess the reasonableness of commissions in light of the
   total brokerage and research services provided by each particular broker. T.
   Rowe Price may receive research, as defined in Section 28(e), in connection
   with selling concessions and designations in fixed price offerings in which
   the funds participate.


                                       49

<PAGE>

                         Internal Allocation Procedures

   T. Rowe Price has a policy of not precommitting a specific amount of business
   to any broker or dealer over any specific time period. Historically, the
   majority of brokerage placement has been determined by the needs of a
   specific transaction such as market-making, availability of a buyer or seller
   of a particular security, or specialized execution skills. However, T. Rowe
   Price does have an internal brokerage allocation procedure for that portion
   of its discretionary client brokerage business where special needs do not
   exist, or where the business may be allocated among several brokers or
   dealers which are able to meet the needs of the transaction.

   Each year, T. Rowe Price assesses the contribution of the brokerage and
   research services provided by brokers or dealers, and attempts to allocate a
   portion of its brokerage business in response to these assessments. Research
   analysts, counselors, various investment committees, and the Trading
   Department each seek to evaluate the brokerage and research services they
   receive from brokers or dealers and make judgments as to the level of
   business which would recognize such services. In addition, brokers or dealers
   sometimes suggest a level of business they would like to receive in return
   for the various brokerage and research services they provide. Actual
   brokerage received by any firm may be less than the suggested allocations but
   can, and often does, exceed the suggestions, because the total business is
   allocated on the basis of all the considerations described above. In no case
   is a broker or dealer excluded from receiving business from T. Rowe Price
   because it has not been identified as providing research services.


                                  Miscellaneous

   T. Rowe Price's brokerage allocation policy is consistently applied to all
   its fully discretionary accounts, which represent a substantial majority of
   all assets under management. Research services furnished by brokers or
   dealers through which T. Rowe Price effects securities transactions may be
   used in servicing all accounts (including non-fund accounts) managed by T.
   Rowe Price. Conversely, research services received from brokers or dealers
   which execute transactions for the fund are not necessarily used by T. Rowe
   Price exclusively in connection with the management of the fund.

   From time to time, orders for clients may be placed through a computerized
   transaction network.

   The fund does not allocate business to any broker-dealer on the basis of its
   sales of the fund's shares. However, this does not mean that broker-dealers
   who purchase fund shares for their clients will not receive business from the
   fund.

   Some of T. Rowe Price's other clients have investment objectives and programs
   similar to those of the fund. T. Rowe Price may occasionally make
   recommendations to other clients which result in their purchasing or selling
   securities simultaneously with the fund. As a result, the demand for
   securities being purchased or the supply of securities being sold may
   increase, and this could have an adverse effect on the price of those
   securities. It is T. Rowe Price's policy not to favor one client over another
   in making recommendations or in placing orders. T. Rowe Price frequently
   follows the practice of grouping orders of various clients for execution
   which generally results in lower commission rates being attained. In certain
   cases, where the aggregate order is executed in a series of transactions at
   various prices on a given day, each participating client's proportionate
   share of such order reflects the average price paid or received with respect
   to the total order. T. Rowe Price has established a general investment policy
   that it will ordinarily not make additional purchases of a common stock of a
   company for its clients (including the T. Rowe Price funds) if, as a result
   of such purchases, 10% or more of the outstanding common stock of such
   company would be held by its clients in the aggregate.

   At the present time, T. Rowe Price does not recapture commissions or
   underwriting discounts or selling group concessions in connection with
   taxable securities acquired in underwritten offerings. T. Rowe Price does,
   however, attempt to negotiate elimination of all or a portion of the
   selling-group concession or underwriting discount when purchasing tax-exempt
   municipal securities on behalf of its clients in underwritten offerings.


                                       50

<PAGE>

   Limited-Term Bond Fund


                  Transactions With Related Brokers and Dealers

   As provided in the Investment Management Agreement between the fund and T.
   Rowe Price, T. Rowe Price is responsible not only for making decisions with
   respect to the purchase and sale of the fund's portfolio securities, but also
   for implementing these decisions, including the negotiation of commissions
   and the allocation of portfolio brokerage and principal business. It is
   expected that, from time to time, T. Rowe Price may place orders for the
   fund's portfolio transactions with broker-dealer affiliates of Robert Fleming
   Holdings Limited ("RF"), an affiliate of Price-Fleming. RF, through Copthall
   Overseas Limited, a wholly owned subsidiary, owns 25% of the common stock of
   Price-Fleming. Fifty percent of the common stock of Price-Fleming is owned by
   TRP Finance, Inc., a wholly owned subsidiary of T. Rowe Price, and the
   remaining 25% is owned by Jardine Fleming International Holdings Limited, a
   wholly owned subsidiary of Jardine Fleming Group Limited ("JF"). JF is owned
   by RF. The affiliates through whose trading desks such orders may be placed
   include Fleming Investment Management Limited ("FIM"). FIM is a wholly owned
   subsidiary of RF. These trading desks operate under strict instructions from
   the fund's portfolio manager as to quantity, price, and broker or dealer
   designated to execute the transactions. Neither RF, JF, nor their affiliates
   will receive any commission, fee, or other remuneration specifically for the
   use of their trading desks, although orders for a fund's portfolio
   transactions may be placed with affiliates of RF and JF who may receive a
   commission for the trade.


   The Board of Directors of the fund has authorized T. Rowe Price to utilize
   certain affiliates of RF and JF in the capacity of broker in connection with
   the execution of the fund's portfolio transactions. Other affiliates of RF
   and JF also may be used. Although it does not believe that the fund's use of
   these brokers would be subject to Section 17(e) of the 1940 Act, the Board of
   Directors of the fund has agreed that the procedures set forth in Rule 17e-1
   under that Act will be followed when using such brokers.

   The above-referenced authorization was made in accordance with Section 17(e)
   of the 1940 Act and Rule 17e-1 thereunder which require the funds'
   independent Directors to approve the procedures under which brokerage
   allocation to affiliates is to be made and to monitor such allocations on a
   continuing basis. It is not expected that any portion of the commissions,
   fees, brokerage, or similar payments received by the affiliates of RF in such
   transactions will be recaptured by the fund.


                                      Other

   The funds engaged in portfolio transactions involving broker-dealers in the
   following amounts for the fiscal years ended October 31, 1999, 1998, and 1997
   are:
<TABLE>
<CAPTION>
                                   Fund                                           1999             1998              1997
                                   ----                                           ----             ----              ----
<S>                                                                          <C>              <C>              <C>
Cash Reserves                                                                $12,801,643,000  $13,039,528,000   $10,202,905,000
Limited-Term Bond                                                                 50,160,000       40,310,000       226,508,000
GNMA                                                                             114,383,000       76,167,000       194,894,000
Municipal Money Market                                                           797,210,000      758,579,000       549,381,000
Municipal Intermediate                                                           161,189,000      142,492,000       126,762,000
Municipal Income                                                                 253,977,000      176,797,000        61,353,000
</TABLE>




                                       51

<PAGE>

   The following amounts consisted of principal transactions as to which the
   funds have no knowledge of the profits or losses realized by the respective
   broker-dealers for the fiscal years ended October 31, 1999, 1998, and 1997
   are:
<TABLE>
<CAPTION>
                                  Fund                                         1999             1998              1997
                                  ----                                         ----             ----              ----
<S>                                                                       <C>              <C>              <C>
Cash Reserves                                                             $12,801,643,000  $13,039,528,000   $10,202,905,000
Limited-Term Bond                                                              44,893,000       37,838,000       225,918,000
GNMA                                                                          114,383,000       76,167,000       194,894,000
Municipal Money Market                                                                 --      750,702,000       549,381,000
Municipal Intermediate                                                        149,721,000      128,977,000       114,808,000
Municipal Income                                                              214,219,000      142,293,000        50,664,000
</TABLE>


   The following amounts involved trades with brokers acting as agents or
   underwriters for the fiscal years ended October 31, 1999, 1998, and 1997 are:
<TABLE>
<CAPTION>
                                   Fund                                           1999            1998             1997
                                   ----                                           ----            ----             ----
<S>                                                                          <C>             <C>             <C>
Cash Reserves                                                                          --              --               --
Limited-Term Bond                                                             $ 5,267,000     $ 2,472,000      $   590,000
GNMA                                                                                   --              --               --
Municipal Money Market                                                                 --       7,877,000               --
Municipal Intermediate                                                         11,468,000      13,515,000       11,954,000
Municipal Income                                                               39,758,000      34,504,000       10,689,000
</TABLE>


   The following amounts involved trades with brokers acting as agents or
   underwriters, in which such brokers received total commissions, including
   discounts received in connection with underwritings for the fiscal years
   ended October 31, 1999, 1998, and 1997 are:
<TABLE>
<CAPTION>
                  Fund                          1999            1998            1997
                  ----                          ----            ----            ----
<S>                                        <C>             <C>             <C>
Cash Reserves                                       --              --              --
Limited-Term Bond                             $ 12,000        $ 12,000         $ 2,000
GNMA                                                --              --              --
Municipal Money Market                              --              --              --
Municipal Intermediate                          47,000          87,000          29,000
Municipal Income                               198,000         199,000          50,000
</TABLE>


   The percentage of total portfolio transactions placed with firms which
   provided research, statistical, or other services to T. Rowe Price in
   connection with the management of the fund, or in some cases, to the fund for
   the fiscal years ended October 31, 1999, 1998, and 1997 are:
<TABLE>
<CAPTION>
                           Fund                                 1999          1998           1997
                           ----                                 ----          ----           ----
<S>                                                         <C>           <C>           <C>
Cash Reserves                                                   87%           87%            83%
Limited-Term Bond                                               80            88             59
GNMA                                                            96            98             65
Municipal Money Market                                          --            --             --
Municipal Intermediate                                          --            --             --
Municipal Income                                                --            --             --
</TABLE>




                                       52

<PAGE>

   The portfolio turnover rates for the fund (if applicable) for the fiscal
   years ended October 31, 1999, 1998, and 1997 were:
<TABLE>
<CAPTION>
                      Fund                           1999         1998          1997
                      ----                           ----         ----          ----
<S>                                               <C>          <C>          <C>
Limited-Term Bond                                    42.2%        52.0%          74.5%
GNMA                                                 89.9         83.8          111.8
Municipal Intermediate                               38.5         22.2           53.8
Municipal Income                                     79.7         48.1           35.7
</TABLE>




 PRICING OF SECURITIES
 -------------------------------------------------------------------------------
   All Funds except Cash Reserves and Municipal Money Market Funds

   Fixed income securities are generally traded in the over-the-counter market.
   Investments in securities with remaining maturities of one year or more are
   stated at fair value using a bid-side valuation as furnished by dealers who
   make markets in such securities or by an independent pricing service, which
   considers yield or price of bonds of comparable quality, coupon, maturity,
   and type, as well as prices quoted by dealers who make markets in such
   securities. Investments in mutual funds are valued at the closing net asset
   value per share of the mutual fund on the day of valuation. (For the
   Limited-Term and GNMA Funds) Domestic securities with remaining maturities
   less than one year are stated at fair value which is determined by using a
   matrix system that establishes a value for each security based on bid-side
   money market yields.

   There are a number of pricing services available, and the Board of Directors,
   on the basis of an ongoing evaluation of these services, may use or may
   discontinue the use of any pricing service in whole or part.

   Securities or other assets for which the above valuation procedures are
   deemed not to reflect fair value will be appraised at prices deemed best to
   reflect their fair value. Such determinations will be made in good faith by
   or under the supervision of officers of each fund as authorized by the Board
   of Directors.

   Limited-Term Bond Fund

   For the purposes of determining the fund's net asset value per share, the
   U.S. dollar value of all assets and liabilities initially expressed in
   foreign currencies is determined by using the mean of the bid and offer
   prices of such currencies against U.S. dollars quoted by a major bank.

   Cash Reserves and Municipal Money Market Funds
   Securities are valued at amortized cost.


         Maintenance of Money Fund's Net Asset Value Per Share at $1.00

   It is the policy of the fund to attempt to maintain a net asset value of
   $1.00 per share by using the amortized cost method of valuation permitted by
   Rule 2a-7 under the 1940 Act. Under this method, securities are valued by
   reference to the fund's acquisition cost as adjusted for amortization of
   premium or accumulation of discount rather than by reference to their market
   value. Under Rule 2a-7:

   (a) The Board of Directors must establish written procedures reasonably
       designed, taking into account current market conditions and the fund's
       investment objectives, to stabilize the fund's net asset value per share,
       as computed for the purpose of distribution, redemption and repurchase,
       at a single value;

   (b) The fund must (i) maintain a dollar-weighted average portfolio maturity
       appropriate to its objective of maintaining a stable price per share,
       (ii) not purchase any instrument with a remaining maturity greater than
       397 days, and (iii) maintain a dollar-weighted average portfolio maturity
       of 90 days or less;


                                       53

<PAGE>

   (c) The fund must limit its purchase of portfolio instruments, including
       repurchase agreements, to those U.S. dollar-denominated instruments which
       the fund's Board of Directors determines present minimal credit risks,
       and which are eligible securities as defined by Rule 2a-7; and

   (d) The Board of Directors must determine that (i) it is in the best interest
       of the fund and its shareholders to maintain a stable net asset value per
       share under the amortized cost method; and (ii) the fund will continue to
       use the amortized cost method only so long as the Board of Directors
       believes that it fairly reflects the market based net asset value per
       share.

   Although the fund believes that it will be able to maintain its net asset
   value at $1.00 per share under most conditions, there can be no absolute
   assurance that it will be able to do so on a continuous basis. If the fund's
   net asset value per share declined, or was expected to decline, below $1.00
   (rounded to the nearest one cent), the Board of Directors of the fund might
   temporarily reduce or suspend dividend payments in an effort to maintain the
   net asset value at $1.00 per share. As a result of such reduction or
   suspension of dividends, an investor would receive less income during a given
   period than if such a reduction or suspension had not taken place. Such
   action could result in an investor receiving no dividend for the period
   during which he holds his shares and in his receiving, upon redemption, a
   price per share lower than that which he paid. On the other hand, if the
   fund's net asset value per share were to increase, or were anticipated to
   increase above $1.00 (rounded to the nearest one cent), the Board of
   Directors of the fund might supplement dividends in an effort to maintain the
   net asset value at $1.00 per share.



 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, dividends and capital gain distributions, if any,
   will be reinvested on the reinvestment date using the NAV per share of that
   date. The reinvestment date normally precedes the payment date by one day,
   although the exact timing is subject to change and can be as great as 10
   days.


                                       54

<PAGE>

 TAX STATUS
 -------------------------------------------------------------------------------
   The fund intends to qualify as a "regulated investment company" under
   Subchapter M of the Code.

   All Summit Income Funds

   A portion of the dividends paid by certain funds may be eligible for the
   dividends-received deduction applicable to corporate shareholders. For tax
   purposes, it does not make any difference whether dividends and capital gain
   distributions are paid in cash or in additional shares. Each fund must
   declare dividends by December 31 of each year equal to at least 98% of
   ordinary income (as of December 31) and capital gains (as of October 31) in
   order to avoid a federal excise tax and distribute within 12 months 100% of
   ordinary income and capital gains as of December 31 to avoid a federal income
   tax.

   All Summit Municipal Funds

   Generally, dividends paid by the funds are not eligible for the
   dividends-received deduction applicable to corporate shareholders. For tax
   purposes, it does not make any difference whether dividends and capital gain
   distributions are paid in cash or in additional shares. Each fund must
   declare by its year-end dividends equal to at least 90% of net tax-exempt
   income (as of its year-end) to permit pass-through of tax-exempt income to
   shareholders. Each fund must also declare by December 31, 98% of capital
   gains (as of October 31) in order to avoid a federal excise tax, and
   distribute within 12 months 100% of taxable income, if any, and capital gains
   (as of its tax year-end) to avoid federal income tax.

   All Funds

   At the time of your purchase, the fund's net asset value may reflect
   undistributed 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).


                        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.

   Limited-Term Bond Fund


                        Foreign Currency Gains and Losses

   Foreign currency gains and losses, including the portion of gain or loss on
   the sale of debt securities attributable to foreign exchange rate
   fluctuations, are taxable as ordinary income. If the net effect of these
   transactions is a gain, the ordinary income dividend paid by the fund will be
   increased. If the result is a loss, the income dividend paid by the fund will
   be decreased, or to the extent such dividend has already been paid, it may be
   classified as a return of capital. Adjustments to reflect these gains and
   losses will be made at the end of the fund's taxable year.

   To the extent the Limited-Term Bond Fund invests in foreign securities, the
   following would apply:


                                       55

<PAGE>

                      Passive Foreign Investment Companies

   The fund may purchase the securities of certain foreign investment funds or
   trusts called passive foreign investment companies. Such trusts have been the
   only or primary way to invest in certain countries. In addition to bearing
   their proportionate share of the trust's expenses (management fees and
   operating expenses), shareholders will also indirectly bear similar expenses
   of such trusts. Capital gains on the sale of such holdings are considered
   ordinary income regardless of how long the fund held its investment. In
   addition, the fund may be subject to corporate income tax and an interest
   charge on certain dividends and capital gains earned from these investments,
   regardless of whether such income and gains are distributed to shareholders.

   To avoid such tax and interest, the fund intends to treat these securities as
   sold on the last day of its fiscal year and recognize any gains for tax
   purposes at that time; deductions for losses are allowable only to the extent
   of any gains resulting from these deemed sales for prior taxable years. Such
   gains and losses will be treated as ordinary income. The fund will be
   required to distribute any resulting income even though it has not sold the
   security and received cash to pay such distributions.



 YIELD INFORMATION
 -------------------------------------------------------------------------------
   Cash Reserves and Municipal Money Market Funds
   The fund's current and historical yield for a period is calculated by
   dividing the net change in value of an account (including all dividends
   accrued and dividends reinvested in additional shares) by the account value
   at the beginning of the period to obtain the base period return. This base
   period return is divided by the number of days in the period, then multiplied
   by 365 to arrive at the annualized yield for that period. The fund's
   annualized compound yield for such period is compounded by dividing the base
   period return by the number of days in the period, and compounding that
   figure over 365 days.

   Limited-Term Bond, Municipal Intermediate-Term, and Municipal Income Funds
   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.

   GNMA Fund

   In conformity with regulations of the SEC, an income factor is calculated for
   each security in the portfolio based upon the security's coupon rate. The
   income factors are then adjusted for any gains or losses which have resulted
   from prepayments of principal during the period. 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.
   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.


                                       56

<PAGE>

   The yield of each fund calculated under the above-described methods for the
   month ended October 31, 1999, was:
<TABLE>
<CAPTION>
              Fund                         Yield
              ----                         -----
<S>                               <C>
Cash Reserves                      5.24% (7-day yield)
Limited-Term Bond                  6.37
GNMA                               6.42
Municipal Money Market             3.10    (7-day yield)
Municipal Intermediate             4.67
Municipal Income                   5.07
</TABLE>


   The taxable equivalent yields for the municipal funds for the same period
   based on federal income tax brackets of 28% and 31% are shown below:
<TABLE>
<CAPTION>
                                                                          Federal Income Tax Bracket
                               Fund                                       -28%-------------------31%
                               ----                                        ---                   ---
<S>                                                                 <C>                  <C>
Municipal Money Market                                                     4.07%                 4.25%
Municipal Intermediate                                                     5.44                  5.68
Municipal Income                                                           6.13                  6.39
</TABLE>


   All Summit Municipal Funds


 TAX-EXEMPT VS. TAXABLE YIELDS
 -------------------------------------------------------------------------------
   From time to time, a fund may also illustrate the effect of tax-equivalent
   yields using information such as that set forth below:
<TABLE>
<CAPTION>
Your Taxable Income(2000)(a)                        A Tax-Exempt Yield Of:(c)
                                                       2%        3%        4%      5%      6%
                                      Federal Tax        Is Equivalent to a
  Joint Return       Single Return      Rates(b)         Taxable Yield of:
- -----------------------------------------------------------------------------------------------
<S>                <C>                <C>           <C>       <C>       <C>       <C>    <C>
                                   $
                                   2
                               6,251
                                  -$
 $43,851-$105,950             63,550  28.0%           2.78      4.17      5.56    6.94   8.33
  105,951-161,450     63,551-132,600  31.0            2.90      4.35      5.80    7.25   8.70
  161,451-288,350    132,601-288,350  36.0            3.13      4.69      6.25    7.81   9.38
                                   2
                                   8
288,351 and above              8,351  39.6            3.31      4.97      6.62    8.28   9.93
                           and above
- -----------------------------------------------------------------------------------------------
                                                    A Tax-Exempt Yield Of:
Your Taxable Income(2000)(a)
                                                                                    1
                                                       7         8         9        0
                                                       %         %         %        %
                                      Federal Tax        Is Equivalent to a
  Joint Return       Single Return      Rates(b)         Taxable Yield of:

- -----------------------------------------------------------------------------------------------
                                   $
                                   2
                               6,251
                                  -$
 $43,851-$105,950             63,550  28.0%           9.72     11.11     12.50    13.89

  105,951-161,450     63,551-132,600  31.0           10.14     11.59     13.04    14.49

  161,451-288,350    132,601-288,350  36.0           10.94     12.50     14.06    15.63
                                   2
                                   8
288,351 and above              8,351  39.6           11.59     13.25     14.90    16.56
                           and above
- -----------------------------------------------------------------------------------------------
</TABLE>


 (a) Net amount subject to federal income tax after deductions and
   exemptions.

 (b) Marginal rates may vary depending on family size and nature and amount of
   itemized deductions.


                                       57

<PAGE>

 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.     3 Yrs.    5 Yrs.    % Since    Inception
         Fund            -----     ------    ------    -------    ---------
         ----            Ended     Ended     Ended    Inception      Date
                         -----     -----     -----    ---------      ----
                        10/31/99  10/31/99  10/31/99  10/31/99
                        --------  --------  --------  --------
<S>                     <C>       <C>       <C>       <C>        <S>
Cash Reserves             4.87%    16.37%    29.41%    34.07%      10/29/93
Limited-Term Bond         1.06     16.46     31.88     30.94       10/29/93
GNMA                      1.39     18.55     44.33     41.92       10/29/93
Municipal Money Market    2.90      9.85     17.46     20.22       10/29/93
Municipal Intermediate   -0.96     14.10     33.96     34.20       10/29/93
Municipal Income         -3.58     15.58     41.88     35.67       10/29/93
- -----------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>
                  Average Annual Compound Rates of Return
                         1 Yr.     3 Yrs.    5 Yrs.    % Since    Inception
         Fund            -----     ------    ------    -------    ---------
         ----            Ended     Ended     Ended    Inception      Date
                         -----     -----     -----    ---------      ----
                        10/31/99  10/31/99  10/31/99  10/31/99
                        --------  --------  --------  --------
<S>                     <C>       <C>       <C>       <C>        <S>
Cash Reserves             4.87%    5.18%     5.29%      5.00%      10/29/93
Limited-Term Bond         1.06     5.21      5.69       4.59       10/29/93
GNMA                      1.39     5.84      7.61       6.00       10/29/93
Municipal Money Market    2.90     3.18      3.27       3.11       10/29/93
Municipal Intermediate   -0.96     4.50      6.02       5.02       10/29/93
Municipal Income         -3.58     4.95      7.25       5.21       10/29/93
- -----------------------------------------------------------------------------
</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,
   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,


                                       58

<PAGE>

   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.


                               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 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


                                       59

<PAGE>

   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.



 LEGAL COUNSEL
 -------------------------------------------------------------------------------
   Swidler Berlin Shereff Friedman, LLP, whose address is The Chrysler Building,
   405 Lexington Avenue, New York, New York 10174, 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 October 31, 1999,
   and the report of independent accountants are included in each fund's Annual
   Report for the year ended October 31, 1999. 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 October 31, 1999, are incorporated into this
   Statement of Additional Information by reference:


                                       60

<PAGE>

<TABLE>
<CAPTION>
                          ANNUAL REPORT REFERENCES:

                                                      CASH        LIMITED-TERM
                                                      RESERVES            ----
                                                      --------    BOND
                                                                  ----
<S>                                                   <C>         <C>
Financial Highlights                                      14          15
Statement of Net Assets, October 31, 1999               17-24       25-30
Statement of Operations, year ended October 31, 1999      35          35
Statement of Changes in Net Assets, years ended
October 31, 1999 and October 31, 1998                     36          37
Notes to Financial Statements, October 31, 1999         39-42       39-42
Report of Independent Accountants                         43          43
</TABLE>



<TABLE>
<CAPTION>
                                                       GNMA
                                                       ----
<S>                                                    <C>
Financial Highlights                                        16
Portfolio of Investments                                  31-33
Statement of Assets and Liabilities, October 31, 1999       34
Statement of Operations, year ended October 31, 1999        35
Statement of Changes in Net Assets, years ended
October 31, 1999 and October 31, 1998                       38
Notes to Financial Statements, October 31, 1999           39-42
Report of Independent Accountants                           43
</TABLE>



<TABLE>
<CAPTION>
                                          MONEY MARKET  INTERMEDIATE  INCOME
                                          ------------  ------------  ------
<S>                                       <C>           <C>           <C>
Financial Highlights                           16            17         18
Statement of Net Assets, October 31,
1999                                         19-29         30-39       40-51
Statement of Operations, year ended
October 31, 1999                               52            52         52
Statement of Changes in Net Assets,
years ended
October 31, 1999 and October 31, 1998          53            53         53
Notes to Financial Statements, October
31, 1999                                     54-57         54-57       54-57
Report of Independent Accountants              58            58         58
</TABLE>





 RATINGS OF COMMERCIAL PAPER
 -------------------------------------------------------------------------------
   All Summit Income Funds

   Moody's Investors Service, Inc. The rating of Prime-1 is the highest
   commercial paper rating assigned by Moody's. Among the factors considered by
   Moody's in assigning rating are the following: valuation of the management of
   the issuer; economic evaluation of the issuer's industry or industries and an
   appraisal of speculative-type risks which may be inherent in certain areas;
   evaluation of the issuer's products in relation to competition and customer
   acceptance; liquidity; amount and quality of long-term debt; trend of
   earnings over a period of 10 years; financial strength of the parent company
   and the relationships which exist with the issuer; and recognition by the
   management of obligations which may be present or may arise as a result of
   public interest questions and preparations to meet such obligations. These
   factors are all considered in determining whether the commercial paper is
   rated P1, P2, or P3.

   Standard & Poor's Corporation Commercial paper rated A (highest quality) by
   S&P has the following characteristics: liquidity ratios are adequate to meet
   cash requirements; long-term senior debt is rated "A" or


                                       61

<PAGE>

   better, although in some cases "BBB" credits may be allowed. The issuer has
   access to at least two additional channels of borrowing. Basic earnings and
   cash flow have an upward trend with allowance made for unusual circumstances.
   Typically, the issuer's industry is well established and the issuer has a
   strong position within the industry. The reliability and quality of
   management are unquestioned. The relative strength or weakness of the above
   factors determines whether the issuer's commercial paper is rated A1, A2, or
   A3.

   Fitch IBCA, Inc. Fitch 1-Highest grade Commercial paper assigned this rating
   is regarded as having the strongest degree of assurance for timely payment.
   Fitch 2-Very good grade Issues assigned this rating reflect an assurance of
   timely payment only slightly less in degree than the strongest issues.

   All Summit Municipal Funds

   Moody's Investors Service, Inc. P-1 superior capacity for repayment. P-2
   strong capacity for repayment. P-3 acceptable capacity for repayment of
   short-term promissory obligations.

   Standard & Poor's Corporation A-1 highest category, degree of safety
   regarding timely payment is strong. Those issues determined to possess
   extremely strong safety characteristics are denoted with a plus sign (+)
   designation. A-2 satisfactory capacity to pay principal and interest. A-3
   adequate capacity for timely payment, but are vulnerable to adverse effects
   of changes in circumstances than higher-rated issues. B and C speculative
   capacity to pay principal and interest.

   Fitch IBCA, Inc. F-1+ exceptionally strong credit quality, strongest degree
   of assurance for timely payment. F-1 very strong credit quality. F-2 good
   credit quality, having a satisfactory degree of assurance for timely payment.
   F-3 fair credit quality, assurance for timely payment is adequate but adverse
   changes could cause the securities to be rated below investment grade. F-5
   weak credit quality, having characteristics suggesting a minimal degree of
   assurance for timely payment.

   All Summit Income Funds


 RATINGS OF CORPORATE DEBT SECURITIES
 -------------------------------------------------------------------------------

                         Moody's Investors Service, Inc.

   Aaa-Bonds rated Aaa are judged to be of the best quality. They carry the
   smallest degree of investment risk and are generally referred to as "gilt
   edge."

   Aa-Bonds rated Aa are judged to be of high quality by all standards. Together
   with the Aaa group they comprise what are generally know as high-grade bonds.

   A-Bonds rated A possess many favorable investment attributes and are to be
   considered as upper medium-grade obligations.

   Baa-Bonds rated Baa are considered as medium-grade obligations, i.e., they
   are neither highly protected nor poorly secured. Interest payments and
   principal security appear adequate for the present but certain protective
   elements may be lacking or may be characteristically unreliable over any
   great length of time. Such bonds lack outstanding investment characteristics
   and in fact have speculative characteristics as well.

   Ba-Bonds rated Ba are judged to have speculative elements: their futures
   cannot be considered as well assured. Often the protection of interest and
   principal payments may be very moderate and thereby not well safeguarded
   during both good and bad times over the future. Uncertainty of position
   characterize bonds in this class.

   B-Bonds rated B generally lack the characteristics of a desirable investment.
   Assurance of interest and principal payments or of maintenance of other terms
   of the contract over any long period of time may be small.

   Caa-Bonds rated Caa are of poor standing. Such issues may be in default or
   there may be present elements of danger with respect to principal or
   interest.


                                       62

<PAGE>

   Ca-Bonds rated Ca represent obligations which are speculative in a high
   degree. Such issues are often in default or have other marked short-comings.

   C-Bonds rated C represent the lowest-rated, and have extremely poor prospects
   of attaining investment standing.


                          Standard & Poor's Corporation

   AAA-This is the highest rating assigned by Standard & Poor's to a debt
   obligation and indicates an extremely strong capacity to pay principal and
   interest.

   AA-Bonds rated AA also qualify as high-quality debt obligations. Capacity to
   pay principal and interest is very strong.

   A-Bonds rated A have a strong capacity to pay principal and interest,
   although they are somewhat more susceptible to the adverse effects of changes
   in circumstances and economic conditions.

   BBB-Bonds rated BBB are regarded as having an adequate capacity to pay
   principal and interest. Whereas they normally exhibit adequate protection
   parameters, adverse economic conditions or changing circumstances are more
   likely to lead to a weakened capacity to pay principal and interest for bonds
   in this category than for bonds in the A category.

   BB, B, CCC, CC, C-Bonds rated BB, B, CCC, and CC are regarded on balance, as
   predominantly speculative with respect to the issuer's capacity to pay
   interest and repay principal. BB indicates the lowest degree of speculation
   and CC the highest degree of speculation. While such bonds will likely have
   some quality and protective characteristics, these are outweighed by large
   uncertainties or major risk exposures to adverse conditions.

   D-In default.


                                Fitch IBCA, Inc.

   AAA-High grade, broadly marketable, suitable for investment by trustees and
   fiduciary institutions, and liable to but slight market fluctuation other
   than through changes in the money rate. The prime feature of a "AAA" bond is
   the showing of earnings several times or many times interest requirements for
   such stability of applicable interest that safety is beyond reasonable
   question whenever changes occur in conditions. Other features may enter, such
   as wide margin of protection through collateral, security or direct lien on
   specific property. Sinking funds or voluntary reduction of debt by call or
   purchase or often factors, while guarantee or assumption by parties other
   than the original debtor may influence their rating.

   AA-Of safety virtually beyond question and readily salable. Their merits are
   not greatly unlike those of "AAA" class but a bond so rated may be junior
   though of strong lien, or the margin of safety is less strikingly broad. The
   issue may be the obligation of a small company, strongly secured, but
   influenced as to rating by the lesser financial power of the enterprise and
   more local type of market.

   A-Bonds rated A are considered to be investment grade and of high credit
   quality. The obligor's ability to pay interest and repay principal is
   considered to be strong, but may be more vulnerable to adverse changes in
   economic conditions and circumstances than bonds with higher ratings.

   BBB-Bonds rated BBB are considered to be investment grade and of satisfactory
   credit quality. The obligor's ability to pay interest and repay principal is
   considered to be adequate. Adverse changes in economic conditions ad
   circumstances, however, are more likely to have adverse impact on these
   bonds, and therefore impair timely payment. The likelihood that the ratings
   of these bonds will fall below investment grade is higher than for bonds with
   higher ratings.

   BB, B, CCC, CC, and C are regarded on balance as predominantly speculative
   with respect to the issuer's capacity to repay interest and repay principal
   in accordance with the terms of the obligation for bond issues not in
   default. BB indicates the lowest degree of speculation and C the highest
   degree of speculation. The rating takes into consideration special features
   of the issue, its relationship to other obligations of the issuer, and the
   current and prospective financial condition and operating performance of the
   issuer.


                                       63

<PAGE>

   All Summit Municipal Funds


 RATINGS OF MUNICIPAL DEBT SECURITIES
 -------------------------------------------------------------------------------

                         Moody's Investors Service, Inc.

   Aaa-Bonds rated Aaa are judged to be of the best quality. They carry the
   smallest degree of investment risk and are generally referred to as "gilt
   edge."

   Aa-Bonds rated Aa are judged to be of high quality by all standards. Together
   with the Aaa group they comprise what are generally know as high-grade bonds.

   A-Bonds rated A possess many favorable investment attributes and are to be
   considered as upper medium-grade obligations.

   Baa-Bonds rated Baa are considered as medium-grade obligations, i.e., they
   are neither highly protected nor poorly secured. Interest payments and
   principal security appear adequate for the present but certain protective
   elements may be lacking or may be characteristically unreliable over any
   great length of time. Such bonds lack outstanding investment characteristics
   and in fact have speculative characteristics as well.

   Ba-Bonds rated Ba are judged to have speculative elements: their futures
   cannot be considered as well assured. Often the protection of interest and
   principal payments may be very moderate and thereby not well safeguarded
   during both good and bad times over the future. Uncertainty of position
   characterize bonds in this class.

   B-Bonds rated B generally lack the characteristics of a desirable investment.
   Assurance of interest and principal payments or of maintenance of other terms
   of the contract over any long period of time may be small.

   Caa-Bonds rated Caa are of poor standing. Such issues may be in default or
   there may be present elements of danger with respect to principal or
   interest.

   Ca-Bonds rated Ca represent obligations which are speculative in a high
   degree. Such issues are often in default or have other marked short-comings.

   C-Bonds rated C represent the lowest-rated, and have extremely poor prospects
   of attaining investment standing.


                          Standard & Poor's Corporation

   AAA-This is the highest rating assigned by Standard & Poor's to a debt
   obligation and indicates an extremely strong capacity to pay principal and
   interest.

   AA-Bonds rated AA also qualify as high-quality debt obligations. Capacity to
   pay principal and interest is very strong.

   A-Bonds rated A have a strong capacity to pay principal and interest,
   although they are somewhat more susceptible to the adverse effects of changes
   in circumstances and economic conditions.

   BBB-Bonds rated BBB are regarded as having an adequate capacity to pay
   principal and interest. Whereas they normally exhibit adequate protection
   parameters, adverse economic conditions or changing circumstances are more
   likely to lead to a weakened capacity to pay principal and interest for bonds
   in this category than for bonds in the A category.

   BB, B, CCC, CC, C-Bonds rated BB, B, CCC, and CC are regarded on balance, as
   predominantly speculative with respect to the issuer's capacity to pay
   interest and repay principal. BB indicates the lowest degree of speculation
   and CC the highest degree of speculation. While such bonds will likely have
   some quality and protective characteristics, these are outweighed by large
   uncertainties or major risk exposures to adverse conditions.

   D-In default.


                                       64

<PAGE>

                                Fitch IBCA, Inc.

   AAA-High grade, broadly marketable, suitable for investment by trustees and
   fiduciary institutions, and liable to but slight market fluctuation other
   than through changes in the money rate. The prime feature of a "AAA" bond is
   the showing of earnings several times or many times interest requirements for
   such stability of applicable interest that safety is beyond reasonable
   question whenever changes occur in conditions. Other features may enter, such
   as wide margin of protection through collateral, security or direct lien on
   specific property. Sinking funds or voluntary reduction of debt by call or
   purchase or often factors, while guarantee or assumption by parties other
   than the original debtor may influence their rating.

   AA-Of safety virtually beyond question and readily salable. Their merits are
   not greatly unlike those of "AAA" class but a bond so rated may be junior
   though of strong lien, or the margin of safety is less strikingly broad. The
   issue may be the obligation of a small company, strongly secured, but
   influenced as to rating by the lesser financial power of the enterprise and
   more local type of market.

   A-Bonds rated A are considered to be investment grade and of high credit
   quality. The obligor's ability to pay interest and repay principal is
   considered to be strong, but may be more vulnerable to adverse changes in
   economic conditions and circumstances than bonds with higher ratings.

   BBB-Bonds rated BBB are considered to be investment grade and of satisfactory
   credit quality. The obligor's ability to pay interest and repay principal is
   considered to be adequate. Adverse changes in economic conditions ad
   circumstances, however, are more likely to have adverse impact on these
   bonds, and therefore impair timely payment. The likelihood that the ratings
   of these bonds will fall below investment grade is higher than for bonds with
   higher ratings.

   BB, B, CCC, CC, and C are regarded on balance as predominantly speculative
   with respect to the issuer's capacity to repay interest and repay principal
   in accordance with the terms of the obligation for bond issues not in
   default. BB indicates the lowest degree of speculation and C the highest
   degree of speculation. The rating takes into consideration special features
   of the issue, its relationship to other obligations of the issuer, and the
   current and prospective financial condition and operating performance of the
   issuer.



 RATINGS OF MUNICIPAL NOTES AND VARIABLE RATE SECURITIES
 -------------------------------------------------------------------------------
   Moody's Investors Service, Inc. VMIG1/MIG-1 the best quality. VMIG2/MIG-2
   high quality, with margins of protection ample though not so large as in the
   preceding group. VMIG3/MIG-3 favorable quality, with all security elements
   accounted for, but lacking the undeniable strength of the preceding grades.
   Market access for refinancing, in particular, is likely to be less well
   established. VMIG4/MIG-4 adequate quality but there is specific risk.

   Standard & Poor's Corporation SP-1 very strong or strong capacity to pay
   principal and interest. Those issues determined to possess overwhelming
   safety characteristics will be given a plus (+) designation. SP-2
   satisfactory capacity to pay interest and principal. SP-3 speculative
   capacity to pay principal and interest.

   Fitch IBCA, Inc. F-1+ exceptionally strong credit quality, strongest degree
   of assurance for timely payment. F-1 very strong credit quality. F-2 good
   credit quality, having a satisfactory degree of assurance for timely payment.
   F-3 fair credit quality, assurance for timely payment is adequate but adverse
   changes could cause the securities to be rated below investment grade. F-5
   weak credit quality, having characteristics suggesting a minimal degree of
   assurance for timely payment.


                                       65


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