Item 1. Report to Shareholders November 30, 2004 Personal Strategy Funds Semiannual Report T. Rowe Price - -------------------------------------------------------------------------------- The views and opinions in this report were current as of November 30, 2004. They are not guarantees of performance or investment results and should not be taken as investment advice. Investment decisions reflect a variety of factors, and the managers reserve the right to change their views about individual stocks, sectors, and the markets at any time. As a result, the views expressed should not be relied upon as a forecast of the fund's future investment intent. The report is certified under the Sarbanes-Oxley Act of 2002, which requires mutual funds and other public companies to affirm that, to the best of their knowledge, the information in their financial reports is fairly and accurately stated in all material respects. - -------------------------------------------------------------------------------- REPORTS ON THE WEB Sign up for our E-mail Program, and you can begin to receive updated fund reports and prospectuses online rather than through the mail. Log in to your account at troweprice.com for more information. T. Rowe Price Personal Strategy Funds - -------------------------------------------------------------------------------- Fellow Shareholders U.S. stocks produced moderate gains in the six-month period ended November 30, 2004, thanks to a late-period rally that lifted some indexes to their highest levels of the year. Despite rising short-term interest rates, U.S. bonds also produced favorable returns, as longer-term rates fell to levels not seen since the spring. Non-U.S. stocks outperformed their domestic counterparts, as the dollar fell to multiyear lows versus several foreign currencies. The Personal Strategy Funds recorded solid gains for the period on the back of both their equity and bond investments. MARKET ENVIRONMENT Six months ago, the economy was growing at a steady clip, job growth seemed to be reviving, and the Federal Reserve was telegraphing its intentions to begin raising short-term interest rates in the near future. Starting on June 30, the central bank lifted the federal funds target rate--which had been at a 46-year low--from 1.00% to 2.00% in four quarter-point increments. (Following the end of our reporting period, the Federal Reserve raised rates by another quarter point on December 14.) While the Fed began to unwind the highly accommodative monetary policy of recent years, longer-term interest rates declined as economic growth moderated and the pace of job creation lost momentum amid the uncertainty of a heated presidential race and a surge in oil prices to $55 per barrel by the end of October. [GRAPHIC OMITTED] INTEREST RATE LEVELS - -------------------------------------------------------------------------------- 10-Year Treasury Note 5-Year Treasury Note 90-Day Treasury Bill 10-Year 5-Year 90-Day Treasury Note Treasury Note Treasury Bill 11/30/03 4.33% 3.35% 0.93% 4.25 3.25 0.92 4.13 3.14 0.91 2/04 3.97 2.94 0.94 3.84 2.78 0.94 4.51 3.62 0.96 5/04 4.65 3.79 1.06 4.58 3.77 1.26 4.48 3.69 1.43 8/04 4.12 3.31 1.58 4.12 3.37 1.70 4.02 3.28 1.89 11/30/04 4.35 3.69 2.22 Major U.S. stock indexes, which had traded in a relatively narrow range, sprang to life in late October as oil prices backed away from their highest levels and many investors cheered the clear outcome of the presidential election. Value stocks surpassed growth across all market capitalizations. Most sectors in the large-cap universe advanced, especially energy and industrials and business services stocks. Information technology, consumer staples, and health care shares lagged. The Lehman Brothers U.S. Aggregate Index, a broad measure of the taxable investment-grade bond market, returned 3.82% over the period. High-yield bonds posted the strongest returns, but long-term Treasuries and corporate bonds also generated solid numbers. Shorter-term bonds lagged. MAJOR INDEX RETURNS - -------------------------------------------------------------------------------- Periods Ended 11/30/04 6 Months 12 Months - -------------------------------------------------------------------------------- S&P 500 Stock Index 5.68% 12.86% Wilshire 4500 Index 10.16 15.98 MSCI EAFE Index 12.72 24.66 Lehman Brothers U.S. Aggregate Index 3.82 4.44 Citigroup 3-Month Treasury Bill Index 0.68 1.15 CS First Boston High Yield Index 9.31 12.85 Note: Unlike stocks and bonds, U.S. Treasuries are guaranteed as to the timely payment of principal and interest. Non-U.S. stocks strongly surpassed their domestic counterparts, partially because a weaker U.S. dollar lifted the dollar value of assets denominated in non-U.S. currencies. Among developed markets, Asian and European equities rose strongly, but Japanese shares lagged with more modest gains. The MSCI EAFE Index, which measures the performance of stocks in Europe, Australasia, and the Far East, returned 12.72% in the six-month period. MANAGER COMMENTARY Over the last six months, the funds' investment committee continued to overweight stocks relative to bonds. The committee, which meets monthly to adjust the weightings of stocks, bonds, and money market securities within each portfolio, began to overweight stocks relative to bonds in mid-2002 based upon the outlook that an improving economy would increase corporate profits while also putting upward pressure on interest rates. Corporate profits and stock prices have indeed rebounded strongly over the past two years, resulting in strong stock returns. Interest rates, however, have remained surprisingly low. Indeed, the bond market now appears quite richly priced. We believe this provides further reason to overweight equities. Although we do not necessarily suppose that the equity markets will outperform over the next three to six months, current valuations and solid corporate earnings lead us to believe that equities should fare better than bonds over the next couple of years. We are overweighting non-U.S. equities within the portfolios as relative valuations, and the prospect for continued weakness in the U.S. dollar, seem to favor non-U.S. equities. Given strong performance in non-U.S. equities over the last several years, however, we have been moderating our overweight to the sector. We are modestly underweighting small-cap stocks, given the extended outperformance among small-cap stocks that began in March 1999. Valuations are not as dramatically compelling as at the beginning of the current small-cap cycle, particularly relative to sectors such as large-cap growth. The large-cap growth sector has been trailing the other U.S. equity sectors in recent periods. A potentially less robust pace of economic recovery should favor quality large-cap growth companies that can maintain steady earnings growth in a slower economic environment. A weaker U.S. dollar should also benefit large-caps as many U.S.-based multinational companies could see higher profits associated with earnings in appreciating foreign currencies. High-yield borrowers tend to do well when the economy is thriving, reducing the chance that they will default. As with international and small-cap stocks, however, strong performance has led to historically rich valuations in this sector of the bond market. Over the past year, we have gradually moderated our overweight in high-yield securities. The funds continue to overweight non-U.S. dollar bonds. The falling U.S. dollar has increased the appeal of foreign bonds, which pay their dividends and repay their principal in appreciating foreign currencies. While prices of these bonds have already risen, we perceive that the structural issues posed by the federal deficit and trade imbalances will continue to put pressure on the dollar. A wide variety of our equity holdings performed well in the past six months. As might be expected, large integrated energy producers, such as BP, thrived as oil prices reached record highs. A particularly strong performer was energy services firm Baker Hughes, which benefited from heightened demand for production as well as the need to repair facilities following hurricanes in the Gulf of Mexico. Economic growth, especially in China, fueled demand for a number of other commodities. Nucor benefited from rising steel prices, a weak U.S. dollar, and steep surcharges passed on to customers to cover the rising cost of materials. Industrial services firms, such as Tyco International and GE, hammered out profits as businesses shipped more goods and added productive capacity. GE's management reiterated its confidence that the company's growth--considered a bellwether for the economy as a whole--would remain strong in 2005. (Please refer to our financial statements for a complete listing of the funds' holdings and the amount each represents in the portfolios.) PERSONAL STRATEGY INCOME FUND The Personal Strategy Income Fund's investment objective is to generate the highest total return consistent with an emphasis on income first and capital appreciation second. The typical mix of securities for the fund is 40% stocks, 40% bonds, and 20% money market securities, although allocations can vary by as much as 10 percentage points above or below these levels. The Personal Strategy Income Fund posted solid gains for both the six and 12 months ended November 30, 2004, as shown in the table. The fund outpaced its Combined Index Portfolio benchmark and the Lehman Brothers U.S. Aggregate Index over both periods. Overweighting stocks helped our relative returns, as stocks outperformed bonds over both periods. We were also helped by our overweights in high-yield bonds and international stocks. PERFORMANCE COMPARISON - -------------------------------------------------------------------------------- Periods Ended 11/30/04 6 Months 12 Months - -------------------------------------------------------------------------------- Personal Strategy Income Fund 6.81% 11.41% Combined Index Portfolio * 4.76 8.03 Lehman Brothers U.S. Aggregate Index 3.82 4.44 * For a definition of the Combined Index Portfolio, please see the glossary at the end of this report. Please see the fund's quarter-end returns following this letter. In line with our view that equity investments hold more promise at this stage of the expansion, we increased our allocation to equities while reducing our allocation to bonds. At the end of the period, equities represented 47.9% of the portfolio and bonds represented 37.8%. Our reserves increased to 14.3% of net assets. PERSONAL STRATEGY BALANCED FUND The Personal Strategy Balanced Fund's investment objective is to provide the highest total return consistent with an emphasis on both income and capital appreciation. The typical asset mix is 60% stocks, 30% bonds, and 10% cash--with 10-percentage-point variations above and below these levels permitted for each asset class. This asset allocation offers higher risk but also a higher potential return over the long term than the Income Fund. The Personal Strategy Balanced Fund handily surpassed its benchmarks and registered strong returns for the 6- and 12-month periods ended November 30, 2004. Overweighting stocks helped our relative returns, as stocks outperformed bonds over both time~periods. We were also helped by our overweights in high-yield bonds and international stocks. PERFORMANCE COMPARISON - -------------------------------------------------------------------------------- Periods Ended 11/30/04 6 Months 12 Months - -------------------------------------------------------------------------------- Personal Strategy Balanced Fund 8.28% 14.56% Combined Index Portfolio * 5.84 10.52 Merrill Lynch-Wilshire Capital Market Index 5.76 10.06 * For a definition of the Combined Index Portfolio, please see the glossary at the end of this report. Please see the fund's quarter-end returns following this letter. The fund's equity weighting increased over the past six months, ending the period at 68% of net assets. Meanwhile, reflecting our skepticism about bond prices and views on the likely direction of interest rates, our bond allocation fell to 27.1%. Our allocation toward reserves, while still low, increased to 4.9%. PERSONAL STRATEGY GROWTH FUND The Personal Strategy Growth Fund's investment objective is to seek capital appreciation by investing primarily in common stocks. The typical asset mix is 80% stocks and 20% bond and money market securities, with 10-percentage-point allocation variations from these levels permitted. The Personal Strategy Growth Fund posted strong results that easily outpaced its benchmarks for the 6- and 12-month periods ended November 30, 2004. Overweighting stocks helped our relative returns, as stocks outperformed bonds over both time periods. We were also helped by our allocations to high-yield bonds and international stocks. PERFORMANCE COMPARISON - -------------------------------------------------------------------------------- Periods Ended 11/30/04 6 Months 12 Months - -------------------------------------------------------------------------------- Personal Strategy Growth Fund 9.50% 17.41% Combined Index Portfolio * 6.91 13.02 Merrill Lynch-Wilshire Capital Market Index 5.76 10.06 * For a definition of the Combined Index Portfolio, please see the glossary at the end of this report. Please see the fund's quarter-end returns following this letter. The fund's stock allocation increased to 87.4% of net assets at the end of our reporting period. Our bond allocation fell near the low end of its permitted range, at 11.4%, while we maintained only 1.2% in money market securities. This stance reflected both our optimism about equities and our concerns about the impact of rising interest rates on bond prices. OUTLOOK We continue to believe that based on current valuations, equities should fare better than bonds over the intermediate and longer terms, and the funds continue to overweight stocks relative to bonds. At the same time, we believe equity valuations outside the U.S. remain more attractive than those of domestic firms, leading us to maintain our overweight in non-U.S. stocks relative to their neutral weighting. While overweighting equities, the funds also remain well diversified according to their varying investment objectives. Fixed-income securities are an important tool for diversification because they tend to be less volatile than equities and generate income that can help offset principal losses. We believe that investors should be well served by the funds' fundamental commitment to diversification across asset classes. Respectfully submitted, Edmund M. Notzon III Chairman of the funds' Investment Advisory Committee December 17, 2004 The committee chairman has day-to-day responsibility for managing the portfolios and works with committee members in developing and executing the funds' investment programs. - -------------------------------------------------------------------------------- Risks of Investing As with all stock and bond mutual funds, each fund's share price can fall because of weakness in the stock or bond markets, a particular industry, or specific holdings. Stock markets can decline for many reasons, including adverse political or economic developments, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, the investment manager's assessment of companies held in a fund may prove incorrect, resulting in losses or poor performance even in rising markets. Bonds are subject to interest rate risk, the decline in bond prices that usually accompanies a rise in interest rates, and credit risk, the chance that any fund holding could have its credit rating downgraded or that a bond issuer will default (fail to make timely payments of interest or principal), potentially reducing the fund's income level and share price. High-yield corporate bonds could have greater price declines than funds that invest primarily in high-quality bonds. Companies issuing high-yield bonds are not as strong financially as those with higher credit ratings, so the bonds are usually considered speculative investments. Funds that invest overseas may carry more risk than funds that invest strictly in U.S. assets. Risks can result from varying stages of economic and political development, differing regulatory environments, trading days, and accounting standards, and higher transaction costs of non-U.S. markets. Non-U.S. investments are also subject to currency risk, or a decline in the value of a foreign currency versus the U.S. dollar, which reduces the dollar value of securities denominated in that currency. Glossary Citigroup 3-Month Treasury Bill Index: An unmanaged index that tracks short-term U.S. government debt instruments. Combined Index Portfolios: Unmanaged portfolios composed of the following underlying indexes: Personal Strategy Income--40% stocks (34% Wilshire 5000 Index, 6% MSCI EAFE Index), 40% bonds (Lehman Brothers U.S. Aggregate Index), and 20% money market securities (Citigroup 3-Month Treasury Bill Index). Personal Strategy Balanced--60% stocks (51% Wilshire 5000 Index, 9% MSCI EAFE Index), 30% bonds (Lehman Brothers U.S. Aggregate Index), and 10% money market securities (Citigroup 3-Month Treasury Bill Index). Personal Strategy Growth--80% stocks (68% Wilshire 5000 Index, 12% MSCI EAFE Index) and 20% bonds (Lehman Brothers U.S. Aggregate Index). CS First Boston High Yield Index: An unmanaged index constructed to mirror the high-yield debt market. Duration: The average time (expressed in years) it takes investors to receive the present value of the future cash flows on their investment. It is used to measure the sensitivity of bond prices to interest rate changes (the shorter the duration, the less the bond's price will rise or fall in value when interest rates change). Duration is affected by maturity, the coupon, and the time interval between payments. Other things being equal, a bond with a higher coupon will have a shorter duration, while zero-coupon bonds have the longest. Lehman Brothers U.S. Aggregate Index: An unmanaged index that tracks investment-grade corporate and government bonds. Merrill Lynch-Wilshire Capital Market Index: A market capitalization-weighted index including the Wilshire 5000 and Merrill Lynch High Yield II and Domestic Master indexes. MSCI EAFE Index: An unmanaged index that tracks the stocks of about 1,000 companies in Europe, Australasia, and the Far East (EAFE). S&P 500 Stock Index: An unmanaged index that tracks the stocks of 500 primarily large-cap U.S. companies. Wilshire 4500 Index: An unmanaged index that tracks the performance of all stocks in the Wilshire 5000 Equity Index, excluding those found in the S&P 500 Stock Index. Wilshire 5000 Index: An unmanaged index that tracks the performance of the most active stocks in the broad U.S. market. T. Rowe Price Personal Strategy Funds - -------------------------------------------------------------------------------- PORTFOLIO HIGHLIGHTS - -------------------------------------------------------------------------------- PORTFOLIO OVERVIEW Percent of Percent of Net Assets Net Assets 11/30/04 11/30/04 Personal Strategy Income Fund - -------------------------------------------------------------------------------- Reserves 14.3% Stocks 47.9% Bonds 37.8% Five Largest Holdings: Treasuries/Agencies 9.4 Nucor 0.8 Mortgage-Backed 9.3 Tyco International 0.8 Corporate 17.2 Microsoft 0.8 Municipal Securities 0.5 UnitedHealth Group 0.7 Foreign Government 1.4 Citigroup 0.6 Personal Strategy Balanced Fund - -------------------------------------------------------------------------------- Reserves 4.9% Stocks 68.0% Bonds 27.1% Five Largest Holdings: Treasuries/Agencies 6.8 Nucor 1.2 Mortgage-Backed 6.7 Tyco International 1.2 Corporate 12.0 Microsoft 1.1 Municipal Securities 0.4 UnitedHealth Group 0.9 Foreign Government 1.2 Citigroup 0.9 Personal Strategy Growth Fund - -------------------------------------------------------------------------------- Reserves 1.2% Stocks 87.4% Bonds 11.4% Five Largest Holdings: Treasuries/Agencies 2.8 Nucor 1.5 Mortgage-Backed 3.0 Microsoft 1.5 Corporate 5.0 Tyco International 1.4 Municipal Securities 0.2 UnitedHealth Group 1.2 Foreign Government 0.4 Citigroup 1.2 T. Rowe Price Personal Strategy Funds - -------------------------------------------------------------------------------- GROWTH OF $10,000 - -------------------------------------------------------------------------------- This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with benchmarks, which may include a broad-based market index and a peer group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages and indexes. [GRAPHIC OMITTED] PERSONAL STRATEGY INCOME FUND - -------------------------------------------------------------------------------- As of 11/30/04 Personal Strategy Income Fund $25,345 Combined Index Portfolio* $22,634 Lehman Brothers U.S. Aggregate Index $20,991 Personal Strategy Combined Lehman Brothers Income Fund Index Portfolio* U.S. Aggregate Index 11/94 $10,000 $10,000 $10,000 11/95 12,414 12,052 11,764 11/96 14,212 13,547 12,478 11/97 15,981 15,342 13,421 11/98 17,739 17,272 14,689 11/99 18,633 18,916 14,683 11/00 19,687 19,377 16,014 11/01 20,421 19,469 17,801 11/02 20,038 18,999 19,108 11/03 22,749 20,851 20,098 11/04 25,345 22,634 20,991 AVERAGE ANNUAL COMPOUND TOTAL RETURN - -------------------------------------------------------------------------------- This table shows how the fund and its benchmarks would have performed if their actual (or cumulative) returns for the periods shown had been earned at a constant rate. Periods Ended 11/30/04 1 Year 5 Years 10 Years - -------------------------------------------------------------------------------- Personal Strategy Income Fund 11.41% 6.35% 9.75% Lehman Brothers U.S. Aggregate Index 4.44 7.41 7.70 Combined Index Portfolio * 8.03 3.65 8.51 * An unmanaged portfolio composed of 40% stocks (34% Wilshire 5000 Index, 6% MSCI EAFE Index), 40% bonds (Lehman Brothers U.S. Aggregate Index), and 20% money market securities (Citigroup 3-Month Treasury Bill Index). Returns do not reflect taxes that the shareholder may pay on fund distributions or the redemption of fund shares. Past performance cannot guarantee future results. T. Rowe Price Personal Strategy Funds - -------------------------------------------------------------------------------- GROWTH OF $10,000 - -------------------------------------------------------------------------------- This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with benchmarks, which may include a broad-based market index and a peer group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages and indexes. [GRAPHIC OMITTED] PERSONAL STRATEGY BALANCED FUND - -------------------------------------------------------------------------------- As of 11/30/04 Personal Strategy Balanced Fund $27,939 Combined Index Portfolio* $24,800 Merrill Lynch - Wilshire Capital Market Index $25,795 Personal Strategy Combined Merrill Lynch - Wilshire Balanced Fund Index Portfolio* Capital Market Index 11/94 $10,000 $10,000 $10,000 11/95 12,750 12,455 12,753 11/96 14,950 14,424 14,884 11/97 17,177 16,815 17,845 11/98 19,314 19,299 20,555 11/99 20,904 21,898 23,637 11/00 21,893 21,826 23,167 11/01 21,973 21,051 22,152 11/02 20,911 19,747 20,637 11/03 24,389 22,440 23,436 11/04 27,939 24,800 25,795 AVERAGE ANNUAL COMPOUND TOTAL RETURN - -------------------------------------------------------------------------------- This table shows how the fund and its benchmarks would have performed if their actual (or cumulative) returns for the periods shown had been earned at a constant rate. Periods Ended 11/30/04 1 Year 5 Years 10 Years - -------------------------------------------------------------------------------- Personal Strategy Balanced Fund 14.56% 5.97% 10.82% Merrill Lynch-Wilshire Capital Market Index 10.06 1.76 9.94 Combined Index Portfolio * 10.52 2.52 9.51 * An unmanaged portfolio composed of 60% stocks (51% Wilshire 5000 Index, 9% MSCI EAFE Index), 30% bonds (Lehman Brothers U.S. Aggregate Index), and 10% money market securities (Citigroup 3-Month Treasury Index). Returns do not reflect taxes that the shareholder may pay on fund distributions or the redemption of fund shares. Past performance cannot guarantee future results. T. Rowe Price Personal Strategy Funds - -------------------------------------------------------------------------------- GROWTH OF $10,000 - -------------------------------------------------------------------------------- This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with benchmarks, which may include a broad-based market index and a peer group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages and indexes. [GRAPHIC OMITTED] PERSONAL STRATEGY GROWTH FUND - -------------------------------------------------------------------------------- As of 11/30/04 Personal Strategy Growth Fund $30,403 Combined Index Portfolio* $26,905 Merrill Lynch - Wilshire Capital Market Index $25,795 Personal Strategy Combined Merrill Lynch - Wilshire Growth Fund Index Portfolio* Capital Market Index 11/94 $10,000 $10,000 $10,000 11/95 13,098 12,869 12,753 11/96 15,828 15,348 14,884 11/97 18,580 18,405 17,845 11/98 21,139 21,492 20,555 11/99 23,474 25,251 23,637 11/00 24,448 24,454 23,167 11/01 23,707 22,602 22,152 11/02 21,788 20,344 20,637 11/03 25,894 23,806 23,436 11/04 30,403 26,905 25,795 AVERAGE ANNUAL COMPOUND TOTAL RETURN - -------------------------------------------------------------------------------- This table shows how the fund and its benchmarks would have performed if their actual (or cumulative) returns for the periods shown had been earned at a constant rate. Periods Ended 11/30/04 1 Year 5 Years 10 Years - -------------------------------------------------------------------------------- Personal Strategy Growth Fund 17.41% 5.31% 11.76% Merrill Lynch-Wilshire Capital Market Index 10.06 1.76 9.94 Combined Index Portfolio * 13.02 1.28 10.40 * An unmanaged portfolio composed of 80% stocks (68% Wilshire 5000 Index, 12% MSCI EAFE Index) and 20% bonds (Lehman Brothers U.S. Aggregate Index). Returns do not reflect taxes that the shareholder may pay on fund distributions or the redemption of fund shares. Past performance cannot guarantee future results. T. Rowe Price Personal Strategy Funds - -------------------------------------------------------------------------------- FUND EXPENSE EXAMPLE - -------------------------------------------------------------------------------- As a mutual fund shareholder, you may incur two types of costs: (1) transaction costs such as redemption fees or sales loads and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the most recent six-month period and held for the entire period. Actual Expenses The first line of the following table ("Actual") provides information about actual account values and expenses based on the fund's actual returns. You may use the information in this line, together with your account balance, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. Hypothetical Example for Comparison Purposes The information on the second line of the table ("Hypothetical") is based on hypothetical account values and expenses derived from the fund's actual expense ratio and an assumed 5% per year rate of return before expenses (not the fund's actual return). You may compare the ongoing costs of investing in the fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. Note: T. Rowe Price charges an annual small-account maintenance fee of $10, generally for accounts with less than $2,000 ($500 for UGMA/UTMA). The fee is waived for any investor whose T. Rowe Price mutual fund accounts total $25,000 or more, accounts employing automatic investing, and IRAs and other retirement plan accounts that utilize a prototype plan sponsored by T. Rowe Price (although a separate custodial or administrative fee may apply to such accounts). This fee is not included in the accompanying tables. If you are subject to the fee, keep it in mind when you are estimating the ongoing expenses of investing in the fund and when comparing the expenses of this fund with other funds. You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs, such as redemption fees or sales loads. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. To the extent a fund charges transaction costs, however, the total cost of owning that fund is higher. T. ROWE PRICE PERSONAL STRATEGY INCOME FUND - -------------------------------------------------------------------------------- Beginning Ending Expenses Paid Account Value Account Value During Period* 6/1/04 11/30/04 6/1/04 to 11/30/04 - -------------------------------------------------------------------------------- Actual $1,000 $1,068.10 $3.89 Hypothetical (assumes 5% return before expenses) 1,000 1,021.31 3.80 * Expenses are equal to the fund's annualized expense ratio for the six-month period (0.75%), multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (183) divided by the days in the year (365) to reflect the half-year period. T. ROWE PRICE PERSONAL STRATEGY BALANCED FUND - -------------------------------------------------------------------------------- Beginning Ending Expenses Paid Account Value Account Value During Period* 6/1/04 11/30/04 6/1/04 to 11/30/04 - -------------------------------------------------------------------------------- Actual $1,000 $1,082.80 $4.54 Hypothetical (assumes 5% return before expenses) 1,000 1,020.71 4.41 * Expenses are equal to the fund's annualized expense ratio for the six-month period (0.87%), multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (183) divided by the days in the year (365) to reflect the half-year period. T. ROWE PRICE PERSONAL STRATEGY GROWTH FUND - -------------------------------------------------------------------------------- Beginning Ending Expenses Paid Account Value Account Value During Period* 6/1/04 11/30/04 6/1/04 to 11/30/04 - -------------------------------------------------------------------------------- Actual $1,000 $1,095.00 $5.20 Hypothetical (assumes 5% return before expenses) 1,000 1,020.10 5.01 * Expenses are equal to the fund's annualized expense ratio for the six-month period (0.99%), multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (183) divided by the days in the year (365) to reflect the half-year period. T. Rowe Price Personal Strategy Funds - -------------------------------------------------------------------------------- QUARTER-END RETURNS - -------------------------------------------------------------------------------- Periods Ended 12/31/04 1 Year 5 Years 10 Years - -------------------------------------------------------------------------------- Personal Strategy Income Fund 9.95% 6.27% 9.81% Combined Index Portfolio * 7.49 3.43 8.62 Lehman Brothers U.S. Aggregate Index 4.34 7.71 7.72 - -------------------------------------------------------------------------------- Personal Strategy Balanced Fund 12.55 5.87 10.92 Combined Index Portfolio * 9.70 2.12 9.67 Merrill Lynch-Wilshire Capital Market Index 9.54 1.23 10.11 - -------------------------------------------------------------------------------- Personal Strategy Growth Fund 14.99 5.09 11.89 Combined Index Portfolio * 11.92 0.70 10.63 Merrill Lynch-Wilshire Capital Market Index 9.54 1.23 10.11 - -------------------------------------------------------------------------------- * For definitions of the Combined Index Portfolios, please see the glossary on page 8 of this report. Current performance may be lower or higher than the quoted past performance, which cannot guarantee future results. Share price, principal value, and return will vary, and you may have a gain or loss when you sell your shares. For the most recent month-end performance information, please visit our Web site (troweprice.com) or contact a T. Rowe Price representative at 1-800-225-5132. This table provides returns through the most recent calendar quarter-end rather than through the end of the funds' fiscal period. It shows how the funds would have performed each year if their actual (or cumulative) returns for the periods shown had been earned at a constant rate. Average annual total return figures include changes in principal value, reinvested dividends, and capital gain distributions. Returns do not reflect taxes that the shareholder may pay on fund distributions or the redemption of fund shares. When assessing performance, investors should consider both short- and long-term returns. November 30, 2004 Personal Strategy Income Fund Semiannual Report - Financial Statements T. Rowe Price T. Rowe Price Personal Strategy Income Fund - -------------------------------------------------------------------------------- Unaudited FINANCIAL HIGHLIGHTS For share outstanding throughout each period - -------------------------------------------------------------------------------- 6 Months Year Ended Ended 11/30/04 5/31/04 5/31/03 5/31/02 5/31/01 5/31/00 NET ASSET VALUE Beginning of period $ 13.92 $ 12.83 $ 12.87 $ 13.14 $ 13.00 $ 13.35 Investment activities Net investment income (loss) 0.18*++ 0.32*++ 0.35*++ 0.43* 0.52* 0.54* Net realized and unrealized gain (loss) 0.76 1.10 (0.02) (0.26) 0.31 0.02 Total from investment activities 0.94 1.42 0.33 0.17 0.83 0.56 Distributions Net investment income (0.17) (0.32) (0.37) (0.44) (0.53) (0.54) Net realized gain -- (0.01) -- -- (0.16) (0.37) Total distributions (0.17) (0.33) (0.37) (0.44) (0.69) (0.91) NET ASSET VALUE End of period $ 14.69 $ 13.92 $ 12.83 $ 12.87 $ 13.14 $ 13.00 ----------------------------------------------------------------- Ratios/ Supplemental Data Total return^ 6.81%*++ 11.20%*++ 2.80%*++ 1.40%* 6.54%* 4.39%* Ratio of total expenses to average net assets 0.75%*++! 0.75%*++ 0.80%*++ 0.90%* 0.90%* 0.90% Ratio of net investment income (loss) to average net assets 2.47%*++! 2.36%*++ 2.89%*++ 3.34%* 4.04%* 4.06%* Portfolio turnover rate 75.3%+ 97.5% 108.5% 115.9% 79.8% 45.4% Net assets, end of period (in thousands) $375,128 $358,086 $293,775 $270,372 $246,144 $198,885 ^ Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions. * See Note 4. Excludes expenses in excess of a 0.80% and a 0.90% contractual expense limitation in effect through 9/30/06 and 5/31/02, respectively. ++ See Note 4. Excludes expenses permanently waived of 0.05%, 0.05% and 0.00% of average net assets for the six months ended 11/30/04 the years ended 5/31/04 and 5/31/03, respectively, related to investments in T. Rowe Price Mutual Funds. ! Annualized The accompanying notes are an integral part of these financial statements. T. Rowe Price Personal Strategy Income Fund - -------------------------------------------------------------------------------- Unaudited November 30, 2004 PORTFOLIO OF INVESTMENTS (1) Shares/$ Par Value - -------------------------------------------------------------------------------- (Cost and value in $ 000s) COMMON STOCKS 47.8% CONSUMER DISCRETIONARY 6.9% Auto Components 0.1% Autoliv GDR (SEK) 4,400 206 Keystone Automotive * 1,700 40 Koito Manufacturing (JPY)(ss.) 10,000 82 Strattec Security *(ss.) 500 32 TRW * 1,600 34 394 Automobiles 0.6% Ford Motor 53,800 763 Fuji Heavy Industries (JPY)(ss.) 13,000 60 Harley-Davidson 9,400 543 Honda (JPY) 2,400 115 Peugeot (EUR)(ss.) 1,793 109 Renault (EUR)(ss.) 1,664 136 Toyota Motor (JPY) 13,500 506 Winnebago(ss.) 200 8 2,240 Distributors 0.0% Cycle & Carriage (SGD) 2,753 17 17 Hotels, Restaurants & Leisure 1.1% Applebee's 1,875 48 BJ's Restaurants * 900 13 Carnival 17,700 938 CEC Entertainment * 1,150 47 Compass (GBP) 5,881 26 Hilton Group (GBP) 11,097 55 International Game Technology 26,500 937 Marriott, Class A 4,300 244 McDonald's 7,700 237 Mitchells & Butlers (GBP) 13,500 78 Panera Bread, Class A *(ss.) 1,000 40 PF Chang's China Bistro *(ss.) 1,100 62 Red Robin Gourmet Burgers * 700 36 Ruby Tuesday(ss.) 1,100 30 Sonic *(ss.) 3,487 102 Starbucks * 6,500 366 Starwood Hotels & Resorts Worldwide 11,900 622 Texas Roadhouse, Class A * 200 5 The Cheesecake Factory *(ss.) 2,300 112 Whitbread (GBP) 6,157 94 4,092 Household Durables 0.7% Fortune Brands 3,200 251 Goldcrest (JPY) 1,700 116 Jarden *(ss.) 3,000 115 Newell Rubbermaid 56,400 1,302 Persimmon (GBP) 7,935 94 Philips Electronics (EUR) 3,850 99 Pioneer (JPY) 5,400 101 SEB (EUR) 466 47 Sony (JPY) 6,100 222 Thomson (EUR)(ss.) 9,095 218 2,565 Internet & Catalog Retail 0.3% Amazon.com * 900 36 eBay * 8,300 933 J. Jill Group * 1,900 33 priceline.com *(ss.) 1,900 45 1,047 Leisure Equipment & Products 0.3% Brunswick 3,200 156 Eastman Kodak 19,800 648 Heiwa (JPY) 2,100 31 MarineMax * 1,400 41 Noritsu Koki (JPY) 2,400 50 Polaris Industries(ss.) 900 59 SCP Pool(ss.) 1,968 62 1,047 Media 2.0% Aegis (GBP) 52,146 102 Astro All Asia, 144A (MYR) * 22,500 33 British Sky Broadcasting (GBP) 9,195 98 Clear Channel Communications 7,700 259 Comcast Class A * 32,211 968 Special Class A * 12,800 379 Disney 28,000 753 EchoStar Communications, Class A * 15,700 515 Emmis Communications *(ss.) 1,800 33 Entercom Communications * 1,200 43 Gestevision Telecino (EUR) * 300 6 Getty Images * 500 29 Liberty Media, Class A * 6,000 62 McGraw-Hill 400 35 New York Times, Class A 19,600 804 News Corp Class A *(ss.) 32,900 582 Class B *(ss.) 1,200 22 News Corp GDR, Class B (AUD) * 4,151 74 Omnicom 2,500 202 Publicis (EUR) 3,965 131 Scholastic * 3,500 115 Scripps, Class A 10,000 467 Singapore Press (SGD) 9,500 27 Time Warner * 36,500 646 Viacom, Class B 23,428 813 Washington Post, Class B 201 189 WPP Group (GBP) 9,305 103 WPP Group ADR(ss.) 1,600 88 Young Broadcasting, Class A *(ss.) 1,200 12 7,590 Multiline Retail 0.6% Big Lots *(ss.) 2,200 25 Kohl's * 4,300 198 Neiman Marcus, Class A 300 20 Nordstrom 15,700 687 Target 24,500 1,255 2,185 Specialty Retail 1.2% AC Moore Arts & Crafts *(ss.) 900 26 AnnTaylor Stores * 5,400 118 Best Buy 15,750 888 Charles Voegele (CHF) 865 39 Christopher & Banks 2,125 42 Dixons (GBP) 30,078 83 Esprit Holdings (HKD) 11,500 63 Home Depot 42,700 1,783 Hot Topic *(ss.) 2,300 38 Kesa Electricals (GBP) 3,952 20 Linens 'n Things * 1,900 47 Monro Muffler Brake * 2,200 54 Nobia (SEK) 5,938 90 The Finish Line, Class A(ss.) 1,200 22 Toys "R" Us * 65,400 1,265 Ultimate Electronics *(ss.) 900 3 4,581 Textiles, Apparel, & Luxury Goods 0.0% Adidas-Salomon (EUR) 626 98 Culp *(ss.) 700 4 Unifi *(ss.) 2,100 8 World Company (JPY) 1,700 60 Yue Yuen Industrial (HKD) 32,000 83 253 Total Consumer Discretionary 26,011 CONSUMER STAPLES 3.2% Beverages 0.3% Allied Domecq (GBP) 14,860 147 Asahi Breweries (JPY) 5,000 59 Coca-Cola 3,600 142 Kirin Brewery (JPY) 14,000 134 Lion Nathan (NZD) 19,938 122 PepsiCo 10,920 545 1,149 Food & Staples Retailing 1.2% Casey's General Stores 5,900 114 Casino Guichard-Perrachon (EUR)(ss.) 2,130 163 Coles Myer (AUD) 11,709 90 CVS 33,800 1,534 J Sainsbury (GBP) 16,367 82 Matsumotokiyoshi (JPY) 2,300 64 METRO (EUR) 6,337 318 Performance Food Group * 3,600 95 Sysco 7,500 261 Tesco (GBP) 25,637 147 Wal-Mart 23,800 1,239 Wal-Mart de Mexico, Series V (MXN) 46,800 160 Wild Oats Markets *(ss.) 2,700 19 York-Benimaru (JPY) 2,500 69 4,355 Food Products 0.7% American Italian Pasta, Class A(ss.) 1,000 19 Associated British Foods (GBP) 8,994 128 Campbell Soup 19,200 548 General Mills 16,220 738 Koninklijke Wessanen GDS (EUR) 6,844 86 Nestle (CHF) 1,305 334 Seneca Foods Class A *(ss.) 300 5 Class B * 200 4 Unilever N.V. (GBP) 27,273 249 Unilever N.V. ADS 7,800 492 2,603 Household Products 0.4% Colgate-Palmolive 15,100 694 Kimberly-Clark 7,000 445 Procter & Gamble 4,500 241 1,380 Personal Products 0.0% Chattem *(ss.) 600 22 Gillette 2,700 117 L'Oreal (EUR)(ss.) 761 55 194 Tobacco 0.6% Altria Group 30,250 1,739 UST 11,200 493 2,232 Total Consumer Staples 11,913 ENERGY 3.5% Energy Equipment & Services 1.4% Atwood Oceanics * 1,500 79 Baker Hughes 43,400 1,924 BJ Services 8,800 446 FMC Technologies * 4,500 148 Grant Prideco * 8,500 183 Hanover Compressor *(ss.) 4,400 64 Hydril *(ss.) 1,000 47 Key Energy Services * 2,300 29 Lone Star Technologies *(ss.) 1,200 38 National Oilwell *(ss.) 5,500 199 Schlumberger 15,000 984 Seacor Holdings *(ss.) 2,400 133 Smith International * 12,300 745 Technip (EUR) 311 52 Transocean * 1,700 68 W-H Energy Services * 1,100 25 5,164 Oil & Gas 2.1% BP (GBP) 25,338 258 BP ADR 24,302 1,491 ChevronTexaco 23,498 1,283 Eni SPA (EUR) 17,868 438 ExxonMobil 18,930 970 Forest Oil * 3,850 131 INPEX (JPY) * 5 25 Marathon Oil 13,700 540 Murphy Oil 1,300 111 Noble Energy 2,200 140 Norsk Hydro (NOK) 1,468 120 OMV (EUR) 100 26 Petroleo Brasileiro (Petrobras) ADR(ss.) 8,100 279 Shell Transport & Trading (GBP) 34,370 288 Shell Transport & Trading ADR 3,700 187 Statoil ASA (NOK) 17,118 271 Tonen General Sekiyu (JPY)(ss.) 6,000 56 Total (EUR)(ss.) 2,228 487 Unocal 15,700 723 Woodside Petroleum (AUD) 6,117 99 7,923 Total Energy 13,087 FINANCIALS 10.0% Capital Markets 2.2% Affiliated Managers Group *(ss.) 1,500 95 AmeriTrade * 31,500 439 Babcock & Brown (AUD) * 4,612 34 Bank of New York 10,100 332 Charles Schwab 17,000 183 Credit Suisse Group (CHF) * 6,567 256 Franklin Resources 11,700 768 Goldman Sachs 6,700 702 Investors Financial Services(ss.) 1,900 83 Legg Mason 10,050 685 Macquarie Bank (AUD) 5,872 199 Mellon Financial 49,100 1,435 Merrill Lynch 12,500 696 Morgan Stanley 6,700 340 National Financial Partners 900 31 Northern Trust 12,600 593 Piper Jaffray Cos * 2,600 120 State Street 24,800 1,105 8,096 Commercial Banks 2.7% ABN Amro Holdings (EUR) 7,851 192 Alliance & Leicester (GBP) 8,739 142 Australia & New Zealand Banking (AUD) 22,415 347 Banca Intesa (EUR) 33,353 147 Banco Santander Central Hispano (EUR) 19,320 232 Banco Santander Chile ADR 3,784 113 Bank Austria Creditanstalt (EUR)(ss.) 2,693 228 Bank of America 38,800 1,795 Bank of Ireland (Dublin Listing) (EUR) 10,589 161 Bank of Yokohama (JPY) 23,000 145 Barclays (GBP) 49,904 514 BNP Paribas (EUR)(ss.) 5,135 356 Boston Private Financial(ss.) 1,500 41 Chittenden 5,200 153 Citizens Banking(ss.) 3,900 137 DBS Group (SGD) 19,978 193 Dexia (EUR) 5,105 109 Glacier Bancorp 1,326 46 Grupo Financiero Banorte (MXN) 59,708 335 HBOS (GBP) 16,473 230 HSBC (GBP) 11,871 202 Joyo Bank (JPY) 20,000 94 Mitsubishi Tokyo Financial (JPY) 11 104 National Australia Bank (AUD) 12,159 264 NORDEA (SEK) 36,229 355 Pinnacle Financial Partners *(ss.) 100 2 Provident Bankshares 2,500 92 Royal Bank of Scotland (GBP) 16,236 498 Sandy Spring Bancorp(ss.) 1,500 54 SEB, Series A (SEK) 10,662 202 Signature Bank *(ss.) 200 6 Southwest Bancorp of Texas 5,300 130 Sumitomo Mitsui Financial (JPY)(ss.) 26 180 Svenska Handelsbanken, Series A (SEK) 9,759 237 Texas Capital Bancshares *(ss.) 2,000 41 The 77 Bank (JPY) 12,000 78 U.S. Bancorp 35,200 1,043 UniCredito Italiano (EUR) 26,091 144 Valley National Bancorp(ss.) 3,734 104 Wells Fargo 10,700 661 WestAmerica 2,800 163 10,270 Consumer Finance 0.7% AIFUL (JPY) 1,200 136 American Express 34,600 1,928 SLM Corporation 12,300 629 2,693 Diversified Financial Services 0.9% Assured Guaranty 4,900 90 Citigroup 53,790 2,407 ING Groep GDS (EUR) 6,974 192 J.P. Morgan Chase 17,368 654 3,343 Insurance 2.2% Aioi Insurance (JPY) 25,000 110 American International Group 36,617 2,320 Aspen Insurance Holdings 2,300 57 Aviva (GBP) 10,399 115 AXA (EUR) 12,431 290 Bristol West Holdings(ss.) 2,600 52 Brown & Brown(ss.) 800 32 CNP Assurances (EUR) 2,987 202 Genworth Financial, Class A 23,800 626 Hannover Rueckversicherung (EUR) 2,133 77 Harleysville Group 800 19 Hartford Financial Services 10,100 646 Horace Mann Educators(ss.) 4,700 89 Infinity Property & Casualty 2,600 96 Insurance Australia Group (AUD)(ss.) 17,289 78 Markel *(ss.) 300 97 Marsh & McLennan 9,500 272 Mitsui Sumitomo Insurance (JPY) 12,000 106 Ohio Casualty *(ss.) 6,500 140 PartnerRe 1,800 110 QBE Insurance (AUD) 11,058 119 Royal & Sun Alliance (GBP) 55,704 78 SAFECO(ss.) 19,500 945 Selective Insurance(ss.) 1,600 72 St. Paul Companies 16,110 588 Unipol (EUR) 32,107 142 UnumProvident(ss.) 20,800 324 W. R. Berkley 1,425 65 XL Capital 5,500 415 8,282 Real Estate 0.8% Arden Realty, REIT 1,900 68 China Overseas Land (HKD) 236,000 56 Corio (EUR) 1,820 99 EastGroup Properties, REIT 2,400 90 Equity Lifestyle Properties, REIT 900 33 Essex Property Trust, REIT 300 24 Federal Realty Investment Trust, REIT 13,200 662 Gables Residential Trust, REIT(ss.) 2,100 75 General Property Trust, Equity Units (AUD)(ss.) 54,341 153 LaSalle Hotel Properties, REIT(ss.) 1,200 37 Mirvac (AUD) 18,474 67 Parkway Properties, REIT(ss.) 1,000 50 Reckson Associates Realty, REIT 16,471 533 Simon Property Group, REIT 12,868 799 Sun Hung Kai Properties (HKD) 13,000 129 Washington SBI, REIT(ss.) 2,600 86 Westfield Group (AUD) 4,901 60 Wheelock (HKD) 29,000 48 3,069 Thrifts & Mortgage Finance 0.5% Bradford & Bingley (GBP) 23,276 122 Fannie Mae 13,400 921 Frankfort First 300 7 Freddie Mac 6,600 450 Hypo Real Estate (EUR) * 5,249 203 Triad Guaranty *(ss.) 700 42 1,745 Total Financials 37,498 HEALTH CARE 5.3% Biotechnology 0.7% Abgenix *(ss.) 100 1 Alexion Pharmaceutical *(ss.) 900 19 Alkermes *(ss.) 2,600 36 Amgen * 17,900 1,075 Amylin Pharmaceuticals *(ss.) 1,100 22 Anadys Pharmaceuticals * 2,100 14 Biogen Idec * 4,600 270 Cephalon *(ss.) 981 47 CSL Limited (AUD) 1,890 39 Cubist Pharmaceuticals *(ss.) 2,300 27 CV Therapeutics *(ss.) 600 13 Cytogen *(ss.) 1,300 13 Cytokinetics *(ss.) 200 2 deCODE GENETICS *(ss.) 900 6 Dynavax Technologies *(ss.) 1,000 7 Exelixis *(ss.) 1,900 17 Genentech * 4,200 203 Gilead Sciences * 15,300 527 Martek Biosciences *(ss.) 800 31 Memory Pharmaceuticals *(ss.) 1,000 6 Myriad Genetics *(ss.) 2,600 50 Neurocrine Biosciences *(ss.) 1,300 60 NPS Pharmaceuticals *(ss.) 600 11 ONYX Pharmaceuticals *(ss.) 1,300 41 OSI Pharmaceuticals * 200 9 Rigel Pharmaceuticals *(ss.) 700 17 Trimeris *(ss.) 1,400 17 Vertex Pharmaceuticals *(ss.) 3,396 36 2,616 Health Care Equipment & Supplies 0.9% Advanced Neuromodulation Systems *(ss.) 1,600 58 Analogic(ss.) 1,100 50 Baxter International 22,500 712 Biomet 3,800 182 Boston Scientific * 10,200 355 DJ Orthopedics * 2,000 40 Edwards Lifesciences * 1,500 56 Elekta, Series B (SEK) * 2,878 79 EPIX Pharmaceuticals * 600 11 Guidant 2,700 175 Integra LifeSciences *(ss.) 2,300 78 Matthews International, Class A 3,300 122 Medtronic 15,200 730 NuVasive *(ss.) 1,500 14 ResMed *(ss.) 2,700 135 St. Jude Medical * 4,000 153 Steris * 2,700 62 Stryker 4,500 198 Thoratec *(ss.) 1,200 12 Wilson Greatbatch Technologies *(ss.) 1,200 24 3,246 Health Care Providers & Services 1.5% Accredo Health * 3,000 81 Alliance UniChem (GBP) 5,060 69 AmerisourceBergen 11,400 672 Anthem *(ss.) 2,800 284 Celesio (EUR) 1,919 147 Henry Schein * 2,000 130 LabOne * 900 27 Lifeline Systems * 1,800 49 LifePoint Hospitals *(ss.) 300 11 Sunrise Senior Living *(ss.) 3,300 142 Suzuken (JPY) 1,500 35 Symbion *(ss.) 1,800 35 United Surgical Partners International *(ss.) 2,600 103 UnitedHealth Group 30,100 2,494 WellChoice * 1,100 54 WellPoint Health Networks * 9,500 1,188 5,521 Pharmaceuticals 2.2% Abbott Laboratories 6,300 264 Able Laboratories *(ss.) 700 15 AstraZeneca ADR 3,900 154 Atherogenics *(ss.) 2,200 52 Eisai (JPY) 2,800 83 Elan ADR *(ss.) 7,300 193 Eli Lilly 3,100 165 Eon Labs *(ss.) 1,000 27 Forest Laboratories * 8,200 320 GlaxoSmithKline (GBP) 15,144 318 GlaxoSmithKline ADR 3,700 157 Hisamitsu Pharmaceutical (JPY) 3,000 55 Inspire Pharmaceuticals *(ss.) 2,600 47 Johnson & Johnson 14,800 893 Kobayashi Pharmaceutical (JPY)(ss.) 2,400 63 Medicines Company *(ss.) 1,000 25 Merck 13,000 364 Nektar Therapeutics *(ss.) 400 7 Novartis (CHF) 10,422 498 Noven Pharmaceuticals *(ss.) 2,700 49 Novo Nordisk, Series B (DKK) 1,093 58 Pfizer 53,916 1,497 Sanofi-Aventis (EUR)(ss.) 5,069 381 Schering-Plough 45,100 805 Takeda Chemical Industries (JPY) 2,700 133 Teva Pharmaceutical ADR(ss.) 11,700 319 Theravance *(ss.) 400 7 Wyeth 36,060 1,438 8,387 Total Health Care 19,770 INDUSTRIALS & BUSINESS SERVICES 6.2% Aerospace & Defense 0.9% Armor Holdings * 3,800 164 British Aerospace (GBP) 27,603 129 European Aeronautic Defense & Space (EUR)(ss.) 5,770 174 General Dynamics 2,800 304 Honeywell International 10,300 364 Lockheed Martin 33,700 2,050 Mercury Computer Systems *(ss.) 2,000 63 Rockwell Collins 1,600 64 3,312 Air Freight & Logistics 0.4% EGL *(ss.) 3,400 115 Expeditors International of Washington 100 5 Pacer International * 2,100 41 Ryder System 800 43 TPG (EUR) 3,622 95 UPS, Class B 12,300 1,035 UTi Worldwide(ss.) 1,100 76 1,410 Airlines 0.0% Frontier Airlines *(ss.) 1,800 21 Midwest Express Holdings *(ss.) 1,900 6 Qantas Airways (AUD) 15,963 44 71 Building Products 0.1% Kaba Holding (CHF) 199 55 Pilkington (GBP) 55,474 113 Quixote 600 13 Trex *(ss.) 1,400 66 247 Commercial Services & Supplies 1.2% Apollo Group, Class A * 6,900 550 Cendant 13,900 315 Central Parking(ss.) 4,400 67 ChoicePoint * 2,600 114 Consolidated Graphics * 2,600 123 Education Management * 700 23 Electro Rent(ss.) 1,800 25 First Advantage, Class A *(ss.) 600 11 G & K Services, Class A 2,300 94 Glory (JPY) 3,000 47 H&R Block 7,700 367 Herman Miller(ss.) 4,100 101 Intersections *(ss.) 200 4 Ionics *(ss.) 3,000 130 KForce *(ss.) 3,300 39 Layne Christensen *(ss.) 400 8 LECG * 2,200 43 R.R. Donnelley 29,400 1,020 Resources Connection *(ss.) 2,900 132 SOURCECORP *(ss.) 1,600 27 Tetra Tech *(ss.) 4,076 62 Waste Management 36,306 1,082 West Corporation *(ss.) 900 31 4,415 Construction & Engineering 0.1% Acciona (EUR) 2,023 158 Balfour Beatty (GBP) 19,475 112 Downer EDI (AUD)(ss.) 15,645 54 Insituform Technologies *(ss.) 1,800 42 JGC (JPY)(ss.) 7,000 60 NCC AB, Series B (SEK) 10,044 127 553 Electrical Equipment 0.1% A.O. Smith(ss.) 4,350 131 American Superconductor *(ss.) 700 9 Artesyn Technologies *(ss.) 2,600 25 Sumitomo Electric Industries (JPY) 7,000 73 Woodward Governor 300 22 260 Industrial Conglomerates 1.7% 3M 4,900 390 DCC (EUR) 5,816 122 GE 62,300 2,203 Hutchison Whampoa (HKD) 13,300 119 Sembcorp (SGD) 145,000 128 Siemens (EUR) 3,772 301 Tyco International 88,094 2,993 6,256 Machinery 1.1% Actuant, Class A *(ss.) 2,460 116 Cascade(ss.) 1,000 32 Danaher 28,400 1,615 Deere 15,000 1,076 Fanuc (JPY)(ss.) 2,100 131 Graco 2,600 95 Guinness Peat Group (NZD) 37,637 58 Harsco 3,000 159 IDEX 1,050 42 Lindsay Manufacturing(ss.) 2,800 79 Mitsubishi Heavy Industries (JPY) 34,000 97 NSK (JPY) 10,000 47 Pall 14,600 396 SKF, Series B (SEK) 1,813 77 Toro(ss.) 1,200 87 4,107 Marine 0.0% Nippon Yusen (JPY) 31,000 165 165 Road & Rail 0.6% Arriva (GBP) 14,837 139 Burlington Northern Santa Fe 18,700 842 Genesee & Wyoming, Class A * 300 8 Heartland Express 2,109 46 Knight Transportation *(ss.) 4,500 108 Nippon Express (JPY) 12,000 57 Norfolk Southern 26,800 920 Overnite(ss.) 1,600 57 2,177 Trading Companies & Distributors 0.0% Mitsubishi (JPY) 14,000 177 Sumitomo (JPY) 7,000 59 236 Total Industrials & Business Services 23,209 INFORMATION TECHNOLOGY 6.3% Communications Equipment 1.4% Belden CDT(ss.) 5,000 116 Black Box(ss.) 1,700 73 Cisco Systems * 62,900 1,177 Corning * 118,500 1,491 F5 Networks * 1,500 65 Ixia *(ss.) 1,300 18 Juniper Networks * 15,800 435 Lucent Technologies *(ss.) 174,100 684 Nokia (EUR) 6,330 103 Nokia ADR 10,900 176 Packeteer * 1,200 16 QUALCOMM 12,500 520 Riverstone Networks * 6,400 7 Sagem (EUR)(ss.) 1,026 94 Sirf Technology Holdings *(ss.) 2,800 35 Tekelec *(ss.) 1,100 26 Uniden (JPY) 2,000 42 5,078 Computers & Peripherals 0.6% Applied Films * 200 4 Creative Technology (SGD) 2,950 37 Dell * 35,100 1,422 Emulex *(ss.) 3,100 44 Gateway * 9,300 63 IBM 2,000 188 Lexmark International * 2,400 204 Logitech International (CHF) * 1,419 83 NEC (JPY)(ss.) 9,000 50 QLogic * 5,200 179 Synaptics *(ss.) 1,500 58 Toshiba (JPY) 17,000 72 2,404 Electronic Equipment & Instruments 0.2% Cogent *(ss.) 600 20 Digital Theater Systems *(ss.) 1,500 31 Global Imaging Systems *(ss.) 1,800 67 KEMET *(ss.) 4,900 44 Kyocera (JPY) 800 56 Littelfuse * 1,300 51 Methode Electronics(ss.) 3,200 42 Newport *(ss.) 2,200 27 Plexus *(ss.) 4,900 68 Shimadzu (JPY) 22,000 124 TDK (JPY) 1,300 93 Technitrol *(ss.) 1,000 17 Woodhead Industries(ss.) 3,100 47 687 Internet Software & Services 0.4% Digital Insight *(ss.) 2,700 44 Google, Class A * 700 128 IAC/InterActiveCorp *(ss.) 13,400 331 MatrixOne *(ss.) 4,100 27 WebSideStory * 500 7 Yahoo! * 25,200 948 1,485 IT Services 0.6% Accenture, Class A * 7,200 187 Affiliated Computer Services, Class A * 7,200 426 Automatic Data Processing 4,800 218 BISYS Group * 2,700 43 CACI International, Class A * 2,000 124 First Data 9,336 384 Fiserv * 8,800 339 Global Payments(ss.) 2,200 121 Indra Sistemas (EUR) 7,792 122 Iron Mountain * 4,500 136 Logica CMG (GBP) 10,861 38 Maximus *(ss.) 2,700 85 MPS Group *(ss.) 6,900 78 RightNow Technologies *(ss.) 1,900 34 Trans Cosmos (JPY)(ss.) 3,000 103 2,438 Office Electronics 0.1% Canon (JPY) 3,000 150 Neopost (EUR) 1,304 94 244 Semiconductor & Semiconductor Equipment 1.1% AMIS Holdings * 1,900 29 Analog Devices 14,400 532 Artisan Components * 800 28 Atheros Communications *(ss.) 1,400 16 ATMI *(ss.) 2,200 51 Brooks-Pri Automation * 1,800 28 Cabot Microelectronics *(ss.) 1,200 44 Credence Systems *(ss.) 3,200 24 Cymer *(ss.) 200 6 Entegris *(ss.) 4,200 41 Exar *(ss.) 3,000 42 Intel 30,500 682 Jenoptik (EUR) * 5,164 55 KLA-Tencor * 2,300 104 Lattice Semiconductor * 5,600 30 Maxim Integrated Products 20,600 844 Microchip Technology 2,800 79 Microsemi * 2,500 44 MKS Instruments *(ss.) 4,300 73 Mykrolis *(ss.) 4,400 54 PDF Solutions * 2,200 28 Power Integrations *(ss.) 1,100 22 Rohm (JPY) 200 19 Semiconductor Manufacturing International ADR *(ss.) 3,200 38 Semtech *(ss.) 4,600 94 Silicon Laboratories *(ss.) 1,600 48 Tessera Technologies * 1,800 64 Texas Instruments 15,900 384 Xilinx 18,500 577 4,080 Software 1.9% Actuate * 1,900 4 Adobe Systems 11,800 715 Altiris *(ss.) 2,000 56 Blackbaud * 300 4 Catapult Communications * 900 24 Concord Communications *(ss.) 1,700 16 Electronic Arts * 800 39 FactSet Research Systems(ss.) 2,200 114 FileNet *(ss.) 3,800 102 Hyperion Solutions * 1,000 45 Internet Security Systems * 2,400 58 Intuit * 11,900 498 Jack Henry & Associates 6,000 116 Kronos *(ss.) 3,400 172 Magma Design Automation *(ss.) 1,600 22 Mercury Interactive * 700 32 Microsoft 111,500 2,989 Motive *(ss.) 1,600 20 NEC Soft (JPY) 2,300 59 NetIQ * 3,560 44 Open Solutions * 1,000 26 Oracle * 32,400 410 PortalPlayer *(ss.) 100 3 Progress Software *(ss.) 2,200 50 Quest Software *(ss.) 3,300 51 Red Hat * 2,300 33 RSA Security *(ss.) 3,000 63 SAP (EUR) 1,446 258 SAP ADR 12,300 547 SPSS * 1,300 21 Symantec * 4,500 287 Trend Micro (JPY) 1,500 79 Verisity *(ss.) 1,100 9 VERITAS Software * 9,925 217 Verity * 3,200 44 7,227 Total Information Technology 23,643 MATERIALS 3.9% Chemicals 1.5% Agrium 33,200 617 Airgas 7,400 197 Arch Chemicals 3,200 93 BASF (EUR) 4,064 273 Degussa (EUR)(ss.) 5,445 235 Dow Chemical 21,200 1,070 DuPont 17,002 771 Ferro 4,400 101 Hercules * 28,300 422 International Flavors & Fragrances 12,400 502 Kaneka (JPY) 11,000 120 MacDermid 800 29 Material Sciences * 1,900 32 Minerals Technologies(ss.) 2,500 166 Mitsubishi Gas Chemical (JPY)(ss.) 25,000 118 Mosaic * 5,600 97 Potash Corp./Saskatchewan 11,100 850 Symyx Technologies *(ss.) 1,800 57 Yara International (NOK) * 2,016 26 5,776 Construction Materials 0.2% Aggregate (GBP) 60,558 113 Boral (AUD) 51,462 274 Cemex (MXN) 27,271 176 Lafarge (EUR) 661 62 RMC (GBP) 7,331 118 743 Containers & Packaging 0.0% Chesapeake Corp. 1,500 41 Smurfit-Stone Container *(ss.) 400 7 48 Metals & Mining 1.9% Alcoa 13,520 459 Anglo American (GBP) 4,754 115 BHP Billiton (AUD) 27,600 329 Bluescope Steel (AUD) 46,951 306 Gibraltar Industries(ss.) 900 22 Lihir Gold (AUD) *(ss.) 39,140 39 Meridian Gold *(ss.) 4,400 86 Nippon Steel (JPY) 92,000 227 NN 300 4 Nucor 59,800 3,163 Phelps Dodge 18,600 1,806 SSAB Svenskt Stal, Series A (SEK) 7,858 189 Steel Dynamics(ss.) 1,800 73 Voestalpine (EUR)(ss.) 1,579 113 6,931 Paper & Forest Products 0.3% Buckeye Technologies *(ss.) 4,900 61 MeadWestvaco 13,800 464 UPM-Kymmene (EUR) 2,566 58 Weyerhaeuser 9,500 627 1,210 Total Materials 14,708 TELECOMMUNICATION SERVICES 1.3% Diversified Telecommunication Services 0.5% Cable & Wireless (GBP) 25,414 55 China Telecom (H shares) (HKD) 326,000 120 Royal KPN (EUR) 19,799 171 SBC Communications 12,600 317 Sprint 30,500 696 TDC (DKK) 2,989 122 Tele Norte Leste ADR(ss.) 7,500 115 Tele2, Series B (SEK)(ss.) 2,927 115 Telenor (NOK) 22,116 195 Telmex ADR(ss.) 3,000 105 Telus 900 23 2,034 Wireless Telecommunication Services 0.8% America Movil ADR, Series L 4,300 201 Bouygues (EUR) 4,378 188 China Unicom (HKD) 44,000 34 KDDI (JPY) 40 197 mmO2 (GBP) * 138,874 303 Nextel Communications, Class A * 31,900 908 Spectrasite * 2,200 127 Telecom Italia Mobile (EUR) 40,581 268 Vodafone ADR 28,450 776 Western Wireless, Class A * 900 24 3,026 Total Telecommunication Services 5,060 UTILITIES 1.2% Electric Utilities 0.9% Black Hills(ss.) 900 28 Cleco 2,000 40 E.On (EUR) 5,143 432 El Paso Electric * 2,000 36 Electric Power, 144A (JPY) * 600 16 Exelon 14,074 587 FirstEnergy 13,719 579 Hong Kong Electric (HKD) 11,000 49 Iberdrola (EUR)(ss.) 7,841 184 Tohoku Electric Power (JPY) 8,100 144 TXU(ss.) 21,200 1,332 3,427 Gas Utilities 0.1% Australian Gas Light (AUD) 6,683 67 Centrica (GBP) 49,628 234 Toho Gas (JPY) 43,000 139 440 Multi-Utilities & Unregulated Power 0.2% Constellation Energy Group 10,200 446 RWE (EUR) 1,865 99 United Utilities (GBP) 10,023 107 652 Total Utilities 4,519 Total Common Stocks (Cost $131,246) 179,418 PREFERRED STOCKS 0.1% Fresenius (EUR) 1,052 97 Porsche (EUR) 218 139 Total Preferred Stocks (Cost $137) 236 CORPORATE BONDS 6.9% ABN Amro Bank (Chicago), 7.125%, 6/18/07 165,000 179 Ace Ina Holdings, 5.875%, 6/15/14 165,000 166 AIG Sunamerica Global Financing XII, 144A, 5.30%, 5/30/07 300,000 312 Alabama Power, VR, 2.57%, 8/25/09 155,000 155 Alcan, 6.125%, 12/15/33 195,000 200 Allstate Financial Global Funding, 144A, 5.25%, 2/1/07 165,000 171 Amerada Hess, 7.875%, 10/1/29 140,000 161 America Movil, 5.50%, 3/1/14 125,000 122 Amgen, 144A, 4.00%, 11/18/09 120,000 119 AOL Time Warner, 7.625%, 4/15/31 180,000 211 Appalachian Power, 4.80%, 6/15/05 200,000 202 AT&T Broadband, 8.375%, 3/15/13 220,000 267 Baker Hughes, 6.875%, 1/15/29 250,000 282 Bank One, 5.25%, 1/30/13 285,000 290 BB&T, 6.50%, 8/1/11 80,000 88 Black Hills, 6.50%, 5/15/13 190,000 195 Boeing, 8.75%, 8/15/21 95,000 126 Buckeye Partners 5.30%, 10/15/14 55,000 55 6.75%, 8/15/33 90,000 97 Bunge Limited Finance, 4.375%, 12/15/08 225,000 226 Canadian National Railway, 6.25%, 8/1/34 215,000 226 Canadian Natural Resources, 7.20%, 1/15/32 275,000 317 CE Electric UK Funding, 144A, 6.995%, 12/30/07 165,000 175 Celulosa Arauco y Constitucion, 5.125%, 7/9/13 190,000 186 Centerpoint Energy, 5.875%, 6/1/08 150,000 157 Centex, 4.55%, 11/1/10 160,000 158 Chancellor Media, 8.00%, 11/1/08 105,000 118 CIT Group, 2.875%, 9/29/06 105,000 104 CIT Group Holdings, 7.75%, 4/2/12 175,000 206 Citigroup, 5.00%, 9/15/14 210,000 210 Cleveland Electric Illuminating, 5.65%, 12/15/13 175,000 178 ConocoPhillips, 5.90%, 10/15/32 270,000 274 Countrywide Home Loans, 4.125%, 9/15/09 210,000 207 Cox Communications, 7.875%, 8/15/09 195,000 219 CVS, 144A, 4.00%, 9/15/09 115,000 114 DaimlerChrysler 6.50%, 11/15/13 245,000 262 VR, 2.342%, 9/10/07 170,000 170 Delta, ETC, 10.00%, 5/17/10 146,000 79 Deutsche Telekom International Finance, STEP, 8.75%, 6/15/30 160,000 205 Developers Diversified Realty, 3.875%, 1/30/09 155,000 151 Devon Financing, 7.875%, 9/30/31 155,000 191 Diamond Offshore Drilling, 144A, 5.15%, 9/1/14 120,000 120 Dominion Resources, 5.00%, 3/15/13 145,000 143 Dow Chemical, 6.125%, 2/1/11 140,000 151 Duke Capital 4.302%, 5/18/06 105,000 106 6.25%, 2/15/13 190,000 204 Encana Holdings Finance, 5.80%, 5/1/14 215,000 226 Entergy Gulf States, 5.20%, 12/3/07 180,000 180 EOP Operating, 4.65%, 10/1/10 150,000 149 Exelon Generation, 5.35%, 1/15/14 180,000 182 Federated Department Stores, 6.625%, 4/1/11 165,000 183 First Union, 6.40%, 4/1/08 85,000 92 FirstEnergy, 7.375%, 11/15/31 110,000 122 Ford Motor Credit 5.625%, 10/1/08 500,000 508 VR, 3.24%, 11/16/06 110,000 110 France Telecom, STEP, 8.50%, 3/1/11 170,000 202 Franklin Resources, 3.70%, 4/15/08 65,000 64 Fund American Companies, 5.875%, 5/15/13 200,000 200 General Electric Capital, 6.00%, 6/15/12 220,000 238 Genworth Financial, 5.75%, 6/15/14 200,000 208 GlaxoSmithKline, 5.375%, 4/15/34 145,000 139 GM, 8.375%, 7/15/33 350,000 356 GMAC, 7.25%, 3/2/11 260,000 270 Goldman Sachs Capital I, 6.345%, 2/15/34 415,000 421 GTECH, 144A, 4.50%, 12/1/09 120,000 119 Halliburton, 144A, VR, 2.86%, 1/26/07 210,000 210 Harrah's Operating, 5.50%, 7/1/10 100,000 103 HBOS, 144A, 6.00%, 11/1/33 195,000 199 Hearst-Argyle, 7.00%, 1/15/18 145,000 160 Highmark, 144A, 6.80%, 8/15/13 160,000 172 Hospira, 4.95%, 6/15/09 205,000 208 Household Finance, 6.375%, 11/27/12 135,000 148 Hutchison Whampoa, 144A, 5.45%, 11/24/10 145,000 149 IBM, 4.25%, 9/15/09 215,000 217 International Lease Finance, 6.375%, 3/15/09 190,000 205 International Speedway, 4.20%, 4/15/09 95,000 94 John Deere Capital, 7.00%, 3/15/12 205,000 234 Kaneb Pipe Line Operations, 7.75%, 2/15/12 115,000 132 Kinder Morgan, 6.50%, 9/1/12 200,000 217 Kraft Foods, 5.625%, 11/1/11 205,000 215 Kroger, 8.05%, 2/1/10 205,000 237 Lear, 144A, 5.75%, 8/1/14 90,000 90 Lennar, 144A, 5.50%, 9/1/14 160,000 160 Masco, 5.875%, 7/15/12 265,000 282 May Department Stores, 144A, 3.95%, 7/15/07 65,000 65 MBNA America Bank, 4.625%, 8/3/09 215,000 217 McCormick, 6.40%, 2/1/06 325,000 337 MetLife, 6.125%, 12/1/11 240,000 259 Miller Brewing, 144A, 5.50%, 8/15/13 260,000 267 Morgan Stanley, 3.625%, 4/1/08 330,000 328 Motorola, 7.625%, 11/15/10 110,000 127 Nationwide Financial Services, 5.90%, 7/1/12 225,000 237 Nationwide Mutual Insurance, 144A, 6.60%, 4/15/34 115,000 111 News America, 144A, 6.20%, 12/15/34 115,000 114 NLV Financial, 144A, 7.50%, 8/15/33 140,000 148 Northern Trust, 4.60%, 2/1/13 120,000 118 NVR, 5.00%, 6/15/10 150,000 148 Panhandle Eastern Pipeline, 4.80%, 8/15/08 90,000 91 Pemex Project Funding Master Trust 7.375%, 12/15/14 140,000 153 144A, VR, 3.18%, 6/15/10 205,000 210 PG&E 6.05%, 3/1/34 165,000 166 VR, 2.72%, 4/3/06 62,000 62 Pinnacle West Capital, 6.40%, 4/1/06 170,000 176 Pioneer Natural Resource, 5.875%, 7/15/16 110,000 114 Plains All American Pipeline, 7.75%, 10/15/12 95,000 110 PPL Capital Funding, 4.33%, 3/1/09 210,000 209 Principal Life Global Funding, 144A, 5.125%, 10/15/13 210,000 210 Progress Energy, 6.75%, 3/1/06 125,000 130 Prudential Financial, 3.75%, 5/1/08 170,000 168 PSEG Power, 8.625%, 4/15/31 120,000 153 Public Service of New Mexico, 4.40%, 9/15/08 190,000 191 Puget Sound Energy, VR, 2.68%, 7/14/06 215,000 215 Pulte Homes, 7.875%, 8/1/11 170,000 196 Reckson Operating Partnership, 5.15%, 1/15/11 190,000 188 Rogers Cable, 5.50%, 3/15/14 175,000 164 SCA Coordination Center, 144A, 4.50%, 7/15/15 140,000 131 Sealed Air, 144A, 5.375%, 4/15/08 180,000 185 Security Benefit Life Insurance, 144A, 7.45%, 10/1/33 95,000 100 Sempra Energy, 6.00%, 2/1/13 190,000 200 Simon Property Group, 3.75%, 1/30/09 200,000 195 SLM Corporation VR, 2.30%, 1/26/09 250,000 250 VR, 3.66%, 4/1/09 165,000 166 Sprint Capital, 6.90%, 5/1/19 230,000 251 SunGard Data Systems, 3.75%, 1/15/09 120,000 116 Telefonos De Mexico, 4.50%, 11/19/08 110,000 110 Telus, 8.00%, 6/1/11 145,000 169 Transocean, 7.50%, 4/15/31 130,000 154 TXU Energy, VR, 2.838%, 1/17/06 95,000 95 Tyco International, 6.375%, 10/15/11 235,000 258 U.S. Bank, 2.87%, 2/1/07 200,000 197 U.S. Cellular, 6.70%, 12/15/33 120,000 120 Union Pacific, 6.50%, 4/15/12 210,000 232 UST, 6.625%, 7/15/12 260,000 286 Verizon Global Funding, 7.75%, 12/1/30 175,000 210 Webster Financial, 5.125%, 4/15/14 200,000 200 Wells Fargo, VR, 1.99%, 3/23/07 250,000 250 Western Power Distribution Holdings, 144A, 6.875%, 12/15/07 120,000 124 Weyerhaeuser 6.75%, 3/15/12 105,000 117 7.375%, 3/15/32 45,000 52 Wyeth, 6.50%, 2/1/34 125,000 129 XL Capital, 6.50%, 1/15/12 180,000 195 XTO Energy, 6.25%, 4/15/13 140,000 151 Yum! Brands, 7.70%, 7/1/12 210,000 247 Total Corporate Bonds (Cost $25,460) 25,928 ASSET-BACKED SECURITIES 1.0% Capital Auto Receivables Asset Trust, Series 2002-2, Class CERT 4.18%, 10/15/07 160,374 161 Chase Manhattan Auto Owner Trust Series 2001-B, Class CTFS, 3.75%, 5/15/08 68,893 69 Series 2003-A, Class A4, 2.06%, 12/15/09 350,000 341 CIT RV Trust, Series 1998-A, Class A4, 6.09%, 2/15/12 81,477 82 Citibank Credit Card Issuance Trust Series 2001-C1, Class C1, VR, 2.68%, 1/15/10 260,000 264 Series 2004-C1, Class C1, VR, 2.75%, 7/15/13 525,000 526 Hyundai Auto Receivables Trust Series 2003-A, Class A4, 3.02%, 10/15/10 200,000 198 Series 2003-A, Class D, 4.06%, 10/15/10 90,000 91 MBNA Master Credit Card Trust II, Series 2000-D, Class C, 144A 8.40%, 9/15/09 450,000 496 Morgan Stanley Auto Loan Trust, Series 2004-HB1, Class C, VR 2.88%, 10/15/11 151,516 151 Peco Energy Transition Trust, Series 2001-A, Class A1 6.52%, 12/31/10 500,000 556 Reliant Energy Transition Bond, Series 2001-1, Class A4 5.63%, 9/15/15 375,000 396 World Financial Network, Series 2003-A, Class A2, VR 2.47%, 5/15/12 475,000 477 Total Asset-Backed Securities (Cost $3,773) 3,808 NON-U.S. GOVERNMENT MORTGAGE-BACKED SECURITIES 2.0% Banc of America Commercial Mortgage, Series 2003-1, Class A2, CMO 4.648%, 9/11/36 400,000 399 Bank of America Mortgage Securities Series 2003-L, Class 2A2, CMO, VR, 4.32%, 1/25/34 726,725 720 Series 2004-1, Class 3A2, CMO, VR, 5.008%, 10/25/34 242,331 244 Series 2004-A, Class 2A2, CMO, VR, 4.152%, 2/25/34 377,436 373 Series 2004-D, Class 2A2, CMO, VR, 4.225%, 5/25/34 151,817 150 Series 2004-H, Class 2A2, CMO, VR, 4.821%, 9/25/34 219,161 222 BankBoston Home Equity Loan Trust, Series 1998-1, Class A6 6.35%, 2/25/13 380,577 384 Bear Stearns Commercial Mortgage Securities, Series 2004-T14 Class A2, CMO, 4.17%, 1/12/41 300,000 300 Chase Funding Mortgage Loan, Series 2002-2, Class 1M1 5.599%, 9/25/31 80,000 81 Countrywide Asset-Backed Certificates, Series 2003-5, Class AF3 3.613%, 4/25/30 350,000 349 Countrywide Home Loans, Series 2003-60, Class 2A1, CMO, VR 5.017%, 2/25/34 107,089 107 DLJ Commercial Mortgage, Series 1999-CG2, Class A1B, CMO 7.30%, 6/10/32 350,000 391 GE Capital Commercial Mortgage, Series 2001-1, Class A2, CMO 6.531%, 3/15/11 460,000 506 GMAC Commercial Mortgage Securities, Series 2001-C2, Class A2 CMO, 6.70%, 4/15/34 375,000 416 Greenwich Capital Commercial Funding, Series 2004-GG1A, Class A2 CMO, 3.835%, 10/8/08 375,000 375 J.P. Morgan Chase Commercial Mortgage Series 2001-CIB2, Class A2, CMO, 6.244%, 4/15/35 350,000 373 Series 2001-CIBC, Class A3, CMO, 6.26%, 3/15/33 460,000 502 LB-UBS Commercial Mortgage Trust Series 2004-C2, Class A2, CMO, 3.246%, 3/15/29 525,000 507 Series 2004-C4, Class A2, CMO, VR, 4.567%, 5/15/29 475,000 483 Morgan Stanley Dean Witter Capital, Series 2002-TOP7, Class A2 CMO, 5.98%, 1/15/39 350,000 378 Washington Mutual, Series 2004-AR1, Class A, CMO, VR 4.229%, 3/25/34 213,142 210 Total Non-U.S. Government Mortgage-Backed Securities (Cost $7,493) 7,470 FOREIGN GOVERNMENT OBLIGATIONS & MUNICIPALITIES 1.4% Asian Development Bank, 6.25%, 6/15/11 (AUD) 1,140,000 918 European Investment Bank, 5.75%, 9/15/09 (AUD) 580,000 456 Federal Republic of Germany, 5.00%, 5/20/05 (EUR) 1,555,000 2,088 Government of Canada, 5.25%, 6/1/12 (CAD) 1,300,000 1,161 Republic of Chile, 5.50%, 1/15/13 175,000 181 Republic of South Africa, 6.50%, 6/2/14 105,000 114 United Mexican States 6.375%, 1/16/13 215,000 226 VR, 2.29%, 1/13/09 155,000 157 Total Foreign Government Obligations & Municipalities (Cost $4,301) 5,301 U.S. GOVERNMENT & AGENCY MORTGAGE-BACKED SECURITIES 9.3% U.S. Government Agency Obligations+/- 7.2% Federal Home Loan Mortgage 4.50%, 11/1/18 - 5/1/19 523,797 521 5.00%, 12/1/08 - 11/1/33 4,022,453 4,048 5.50%, 9/1 - 12/1/33 344,288 349 6.00%, 5/1/17 - 3/1/33 2,057,370 2,135 7.00%, 11/1/30 - 6/1/32 231,000 245 ARM, 4.577%, 9/1/32 156,980 158 CMO 4.50%, 3/15/16 1,125,000 1,120 5.50%, 4/15/28 950,000 980 CMO, IO, 4.50%, 6/15/11 - 4/15/18 1,220,949 121 TBA, 6.00%, 1/1/18 146,000 153 Federal National Mortgage Assn. 4.50%, 5/1/18 - 1/1/19 1,881,768 1,873 5.00%, 10/1/33 - 6/1/34 2,389,029 2,364 5.50%, 12/1/16 - 6/1/34 8,081,588 8,287 6.00%, 10/1/13 - 11/1/34 1,323,172 1,370 6.50%, 12/1/10 - 12/1/32 665,339 703 7.00%, 1/1/31 - 7/1/32 150,833 160 CMO 2.91%, 11/25/33 275,000 274 3.50%, 4/25/13 325,000 325 5.00%, 3/25/15 675,000 685 CMO, IO 5.50%, 11/25/28 273,097 18 6.50%, 2/1/32 105,514 21 TBA, 6.50%, 1/1/33 965,000 1,012 26,922 U.S. Government Obligations 2.1% Government National Mortgage Assn. 5.00%, 7/15 - 10/20/33 4,144,828 4,125 5.50%, 1/20 - 5/20/34 1,466,559 1,490 6.00%, 5/15/26 - 6/20/34 456,772 473 6.50%, 2/15/28 - 9/20/34 655,874 692 7.00%, 3/15/13 - 7/20/27 256,911 274 7.50%, 9/15/22 - 6/15/32 89,561 96 8.00%, 1/15/22 - 10/20/25 48,624 53 10.50%, 2/15/13 773 1 CMO, 2.946%, 3/16/19 265,000 256 TBA, 5.50%, 1/1/32 475,000 481 7,941 Total U.S. Government & Agency Mortgage-Backed Securities (Cost $34,650) 34,863 U.S. GOVERNMENT AGENCY OBLIGATIONS (EXCLUDING MORTGAGE-BACKED) 9.4% U.S. Government Agency Obligations+/- 1.6% Federal Home Loan Bank, 5.75%, 5/15/12(ss.) 615,000 663 Federal Home Loan Mortgage 2.75%, 3/15/08(ss.) 1,000,000 974 4.625%, 2/15/07 (EUR) 1,285,000 1,777 Federal National Mortgage Assn. 3.25%, 8/15/08(ss.) 940,000 926 4.375%, 9/15/12(ss.) 500,000 495 5.75%, 2/15/08 210,000 224 6.00%, 5/15/11 945,000 1,033 7.125%, 1/15/30 65,000 79 6,171 U.S. Treasury Obligations 7.8% U.S. Treasury Bonds 5.375%, 2/15/31(ss.) 85,000 89 6.00%, 2/15/26(ss.) 470,000 527 6.125%, 8/15/29(ss.) 130,000 149 6.25%, 8/15/23 - 5/15/30(ss.) 1,615,000 1,882 6.375%, 8/15/27(ss.) 1,375,000 1,614 7.50%, 11/15/16(ss.) 545,000 688 8.50%, 2/15/20(ss.) 145,000 202 U.S. Treasury Inflation-Indexed Bonds, 2.375%, 1/15/25(ss.) 1,047,592 1,084 U.S. Treasury Notes 1.50%, 3/31/06(ss.) 45,000 44 2.375%, 8/31/06(ss.) 8,800,000 8,713 3.25%, 8/15/07(ss.) 5,685,000 5,691 3.375%, 12/15/08(ss.) 105,000 104 3.50%, 11/15/06(ss.)++ 3,940,000 3,977 4.00%, 6/15/09(ss.) 2,890,000 2,932 4.25%, 11/15/13(ss.) 175,000 174 4.75%, 11/15/08(ss.) 175,000 183 5.00%, 8/15/11(ss.) 60,000 64 6.50%, 8/15/05(ss.) 940,000 967 29,084 Total U.S. Government Agency Obligations (excluding Mortgage-Backed) (Cost $34,312) 35,255 MUNICIPAL BONDS 0.5% California Economic Recovery 5.00%, 7/1/23 (Tender 7/1/07) 95,000 101 5.00%, 7/1/23 (Tender 7/1/08) 105,000 113 GO, 5.25%, 4/1/34 105,000 108 Kansas Dev. Fin. Auth., Public Employee Retirement, 5.501%, 5/1/34 (FSA Insured) 130,000 130 Massachusetts, GO, 5.25%, 8/1/15 (MBIA Insured) 400,000 443 New York State Urban Dev. Corp., Corrections & Youth Fac. 5.25%, 1/1/21 (Tender 1/1/09) 230,000 249 North Carolina, GO, 5.25%, 3/1/13 660,000 741 Oregon, Taxable Pension, GO, 5.892%, 6/1/27 75,000 79 Total Municipal Bonds (Cost $1,968) 1,964 DOMESTIC BOND MUTUAL FUNDS 7.3% T. Rowe Price Institutional High Yield Fund, 6.92% p+ 2,476,648 27,491 Total Domestic Bond Mutual Funds (Cost $25,963) 27,491 SHORT-TERM INVESTMENTS 14.7% Money Market Fund 14.7% T. Rowe Price Reserve Investment Fund, 2.00% #+ 54,966,921 54,967 Total Short-Term Investments (Cost $54,967) 54,967 FUTURES CONTRACTS 0.0% Variation margin receivable (payable) on open futures contracts (2) 0 Total Futures Contracts 0 SECURITIES LENDING COLLATERAL 12.9% Money Market Pooled Account 1.0% Investment in money market pooled account managed by JP Morgan Chase Bank, London, 1.984% # 3,660,309 3,660 3,660 Money Market Trust 11.9% State Street Bank and Trust Company of New Hampshire N.A. Securities Lending Quality Trust units, 1.998% # 44,822,005 44,822 44,822 Total Securities Lending Collateral (Cost $48,482) 48,482 Total Investments in Securities 113.3% of Net Assets (Cost $372,752) $425,183 -------- (1) Denominated in U.S. dollars unless otherwise noted # Seven-day yield * Non-income producing (ss.) All or a portion of this security is on loan at November 30, 2004 - See Note 2 +/- The issuer is a publicly-traded company that operates under a congressional charter; its securities are neither issued nor guaranteed by the U.S. government. ++ All or a portion of this security is pledged to cover margin requirements on futures contracts at November 30, 2004. + Affiliated company - See Note 4 p SEC yield 144A Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be resold in transactions exempt from registration only to qualified institutional buyers -- total value of such securities at period-end amounts to $4,320 and represents 1.2% of net assets ADR American Depository Receipts ADS American Depository Shares ARM Adjustable Rate Mortgage AUD Australian dollar CAD Canadian dollar CHF Swiss franc CMO Collateralized Mortgage Obligation DKK Danish krone ETC Equipment Trust Certificate EUR Euro FSA Financial Security Assurance Inc. GBP British pound GDR Global Depository Receipts GDS Global Depository Shares GO General Obligation HKD Hong Kong dollar IO Interest Only security for which the fund receives interest on notional principal (par) JPY Japanese yen MBIA MBIA Insurance Corp. MXN Mexican peso MYR Malaysian ringgit NOK Norwegian krone NZD New Zealand dollar REIT Real Estate Investment Trust SEK Swedish krona SGD Singapore dollar STEP Stepped coupon bond for which the coupon rate of interest will adjust on specified future date(s) TBA To Be Announced security was purchased on a forward commitment basis VR Variable Rate (2) Open Futures Contracts at November 30, 2004 were as follows: ($ 000s) Contract Unrealized Expiration Value Gain (Loss) ----------- -------- ----------- Short, 5 U.S. Treasury five year notes contracts, $6 par of 3.5% U.S. Treasury Notes pledged as initial margin 3/05 $ (544) $ 1 Short, 24 U.S. Treasury ten year notes contracts, $44 par of 3.5% U.S. Treasury Notes pledged as initial margin 3/05 (2,658) 21 Net payments (receipts) of variation margin to date (22) Variation margin receivable (payable) on open futures contracts $ 0 ---- The accompanying notes are an integral part of these financial statements. T. Rowe Price Personal Strategy Income Fund - -------------------------------------------------------------------------------- Unaudited November 30, 2004 STATEMENT OF ASSETS AND LIABILITIES - -------------------------------------------------------------------------------- (In thousands except shares and per share amounts) Assets Investments in securities, at value Affiliated companies (cost $80,930) $ 82,458 Non-affiliated companies (cost $291,822) 342,725 Total investments in securities 425,183 Other assets 3,142 Total assets 428,325 Liabilities Obligation to return securities lending collateral 48,482 Other liabilities 4,715 Total liabilities 53,197 NET ASSETS $ 375,128 ----------- Net Assets Consist of: Undistributed net investment income (loss) $ 1,790 Undistributed net realized gain (loss) (4,381) Net unrealized gain (loss) 52,469 Paid-in-capital applicable to 25,536,893 shares of $0.0001 par value capital stock outstanding; 1,000,000,000 shares of the Corporation authorized 325,250 NET ASSETS $ 375,128 ----------- NET ASSET VALUE PER SHARE $ 14.69 ----------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Personal Strategy Income Fund - -------------------------------------------------------------------------------- Unaudited STATEMENT OF OPERATIONS - -------------------------------------------------------------------------------- ($ 000s) 6 Months Ended 11/30/04 Investment Income (Loss) Income Dividend $ 3,303 Interest 2,439 Securities lending 34 Total income 5,776 Expenses Investment management 832 Shareholder servicing 484 Custody and accounting 129 Registration 22 Prospectus and shareholder reports 17 Legal and audit 8 Directors 3 Miscellaneous 5 Reductions/repayments of fees and expenses Investment management fees (waived) repaid (148) Total expenses 1,352 Net investment income (loss) 4,424 Realized and Unrealized Gain (Loss) Net realized gain (loss) Securities 5,089 Futures (260) Foreign currency transactions (1) Net realized gain (loss) 4,828 Change in net unrealized gain (loss) Securities 14,465 Futures 52 Other assets and liabilities denominated in foreign currencies 17 Change in net unrealized gain (loss) 14,534 Net realized and unrealized gain (loss) 19,362 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 23,786 ----------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Personal Strategy Income Fund - -------------------------------------------------------------------------------- Unaudited STATEMENT OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- ($ 000s) 6 Months Year Ended Ended 11/30/04 5/31/04 Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 4,424 $ 7,872 Net realized gain (loss) 4,828 2,071 Change in net unrealized gain (loss) 14,534 24,221 Increase (decrease) in net assets from operations 23,786 34,164 Distributions to shareholders Net investment income (4,288) (7,747) Net realized gain - (244) Decrease in net assets from distributions (4,288) (7,991) Capital share transactions * Shares sold 60,056 129,878 Distributions reinvested 4,224 7,883 Shares redeemed (66,736) (99,623) Increase (decrease) in net assets from capital share transactions (2,456) 38,138 Net Assets Increase (decrease) during period 17,042 64,311 Beginning of period 358,086 293,775 End of period $ 375,128 $ 358,086 --------- --------- (Including undistributed net investment income of $1,790 at 11/30/04 and $1,654 at 5/31/04) *Share information Shares sold 4,245 9,541 Distributions reinvested 301 589 Shares redeemed (4,740) (7,293) Increase (decrease) in shares outstanding (194) 2,837 The accompanying notes are an integral part of these financial statements. T. Rowe Price Personal Strategy Income Fund - -------------------------------------------------------------------------------- Unaudited November 30, 2004 NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES T. Rowe Price Personal Strategy Funds, Inc. (the corporation) is registered under the Investment Company Act of 1940 (the 1940 Act). The Personal Strategy Income Fund (the fund), a diversified, open-end management investment company, is one portfolio established by the corporation. The fund commenced operations on July 29, 1994. The fund seeks the highest total return over time consistent with a primary emphasis on income and a secondary emphasis on capital growth. The fund pursues this objective by investing in a diversified portfolio typically consisting of about 40% stocks, 40% bonds, and 20% money market securities. The accompanying financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, which require the use of estimates made by fund management. Valuation The fund values its investments and computes its net asset value per share at the close of the New York Stock Exchange (NYSE), normally 4 p.m. ET, each day that the NYSE is open for business. Equity securities listed or regularly traded on a securities exchange or in the over-the-counter market are valued at the last quoted sale price or, for certain markets, the official closing price at the time the valuations are made, except for OTC Bulletin Board securities, which are valued at the mean of the latest bid and asked prices. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the latest bid and asked prices for domestic securities and the last quoted sale price for international securities. Debt securities are generally traded in the over-the-counter market. Securities with original maturities of one year or more are valued at prices furnished by dealers who make markets in such securities or by an independent pricing service, which considers yield or price of bonds of comparable quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such securities. Securities with original maturities of less than one year are valued at amortized cost in local currency, which approximates fair value when combined with accrued interest. Investments in mutual funds are valued at the mutual fund's closing net asset value per share on the day of valuation. Financial futures contracts are valued at closing settlement prices. Other investments and those for which the above valuation procedures are inappropriate or are deemed not to reflect fair value are stated at fair value as determined in good faith by the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. In the course of making a good faith determination of a security's fair value, the fund reviews a variety of factors, including market and trading trends and the value of comparable securities, such as unrestricted securities of the same issuer. Most foreign markets close before the close of trading on the NYSE. If the fund determines that developments between the close of a foreign market and the close of the NYSE will, in its judgment, materially affect the value of some or all of its portfolio securities, which in turn will affect the fund's share price, the fund will adjust the previous closing prices to reflect the fair value of the securities as of the close of the NYSE, as determined in good faith by the T. Rowe Price Valuation Committee, established by the fund's Board of Directors. A fund may also fair value securities in other situations, such as when a particular foreign market is closed but the fund is open. In deciding whether to make fair value adjustments, the fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U. S. markets that represent foreign securities and baskets of foreign securities. The fund uses outside pricing services to provide it with closing market prices and information used for adjusting those prices. The fund cannot predict how often it will use closing prices and how often it will adjust those prices. As a means of evaluating its fair value process, the fund routinely compares closing market prices, the next day's opening prices in the same markets, and adjusted prices. Currency Translation Assets, including investments, and liabilities denominated in foreign currencies are translated into U.S. dollar values each day at the prevailing exchange rate, using the mean of the bid and asked prices of such currencies against U.S. dollars as quoted by a major bank. Purchases and sales of securities, income, and expenses are translated into U.S. dollars at the prevailing exchange rate on the date of the transaction. The effect of changes in foreign currency exchange rates on realized and unrealized security gains and losses is reflected as a component of security gains and losses. Rebates and Credits Subject to best execution, the fund may direct certain security trades to brokers who have agreed to rebate a portion of the related brokerage commission to the fund in cash. Commission rebates are included in realized gain on securities in the accompanying financial statements and totaled $1,000 for the six months ended November 30, 2004. Additionally, the fund earns credits on temporarily uninvested cash balances at the custodian that reduce the fund's custody charges. Custody expense in the accompanying financial statements is presented before reduction for credits. Investment Transactions, Investment Income, and Distributions Income and expenses are recorded on the accrual basis. Premiums and discounts on debt securities are amortized for financial reporting purposes. Inflation adjustments to the principal amount of inflation-indexed bonds are included in interest income. Dividends received from mutual fund investments are reflected as dividend income; capital gain distributions are reflected as realized gain/loss. Dividend income and capital gain distributions are recorded on the ex-dividend date. Investment transactions are accounted for on the trade date. Realized gains and losses are reported on the identified cost basis. Payments ("variation margin") made or received to settle the daily fluctuations in the value of futures contracts are recorded as unrealized gains or losses until the contracts are closed. Unsettled variation margin on futures contracts is included in investments in securities, and unrealized gains and losses on futures contracts are included in the change in net unrealized gain or loss in the accompanying financial statements. Distributions to shareholders are recorded on the ex-dividend date. Income distributions are declared and paid on a quarterly basis. Capital gain distributions, if any, are declared and paid by the fund, typically on an annual basis. During the six months ended November 30, 2004, the fund received a one-time special dividend on a security held in its portfolio (Microsoft Corp.). The dividend, which totaled $343,000, represents 10% of dividend income reflected in the accompanying financial statements and is not expected to recur. Other In the normal course of business, the fund enters into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is dependent on claims that may be made against the fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote. NOTE 2 - INVESTMENT TRANSACTIONS Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks or enhance performance. The investment objective, policies, program, and risk factors of the fund are described more fully in the fund's prospectus and Statement of Additional Information. Restricted Securities The fund may invest in securities that are subject to legal or contractual restrictions on resale. 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, and prompt sale at an acceptable price may be difficult. Futures Contracts During the six months ended November 30, 2004, the fund was a party to futures contracts, which provide for the future sale by one party and purchase by another of a specified amount of a specific financial instrument at an agreed upon price, date, time, and place. Risks arise from possible illiquidity of the futures market and from movements in security values and/or interest rates. Securities Lending The fund lends its securities to approved brokers to earn additional income. It receives as collateral cash and U.S. government securities valued at 102% to 105% of the value of the securities on loan. Cash collateral is invested in money market pooled accounts managed by the fund's lending agents in accordance with investment guidelines approved by fund management. Collateral is maintained over the life of the loan in an amount not less than the value of loaned securities, as determined at the close of fund business each day; any additional collateral required due to changes in security values is delivered to the fund the next business day. Although risk is mitigated by the collateral, the fund could experience a delay in recovering its securities and a possible loss of income or value if the borrower fails to return the securities. Securities lending revenue recognized by the fund consists of earnings on invested collateral and borrowing fees, net of any rebates to the borrower and compensation to the lending agent. At November 30, 2004, the value of loaned securities was $47,817,000; aggregate collateral consisted of $48,482,000 in money market pooled accounts and U.S. government securities valued at $1,132,000. Other Purchases and sales of portfolio securities, other than short-term and U.S. government securities, aggregated $57,155,000 and $63,679,000, respectively, for the six months ended November 30, 2004. Purchases and sales of U.S. government securities aggregated $59,987,000 and $66,751,000, respectively, for the six months ended November 30, 2004. NOTE 3 - FEDERAL INCOME TAXES No provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. Federal income tax regulations differ from generally accepted accounting principles; therefore, distributions determined in accordance with tax regulations may differ in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The amount and character of tax-basis distributions and composition of net assets are finalized at fiscal year-end; accordingly, tax-basis balances have not been determined as of November 30, 2004. The fund intends to retain realized gains to the extent of available capital loss carryforwards. As of May 31, 2004, the fund had $8,860,000 of unused capital loss carryforwards, of which $1,463,000 expire in fiscal 2009, $3,127,000 expire in fiscal 2010, and $4,270,000 expire thereafter through fiscal 2012. At November 30, 2004, the cost of investments for federal income tax purposes was $372,752,000. Net unrealized gain aggregated $52,469,000 at period-end, of which $55,412,000 related to appreciated investments and $2,943,000 related to depreciated investments. NOTE 4- RELATED PARTY TRANSACTIONS The fund is managed by T. Rowe Price Associates, Inc. (the manager or Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. The investment management agreement between the fund and the manager provides for an annual investment management fee, which is computed daily and paid monthly. The fee consists of an individual fund fee, equal to 0.15% of the fund's average daily net assets, and the fund's pro-rata share of a group fee. The group fee is calculated based on the combined net assets of certain mutual funds sponsored by Price Associates (the group) applied to a graduated fee schedule, with rates ranging from 0.48% for the first $1 billion of assets to 0.295% for assets in excess of $120 billion. The fund's portion of the group fee is determined by the ratio of its average daily net assets to those of the group. At November 30, 2004, the effective annual group fee rate was 0.31%, and investment management fee payable totaled $120,000. The fund is also subject to a contractual expense limitation through September 30, 2006. During the limitation period, the manager is required to waive its management fee and reimburse the fund for any expenses, excluding interest, taxes, brokerage commissions, and extraordinary expenses, that would otherwise cause the fund's ratio of total expenses to average net assets (expense ratio) to exceed its expense limitation of 0.80%. Through September 30, 2008, the fund is required to repay the manager for expenses previously reimbursed and management fees waived to the extent its net assets have grown or expenses have declined sufficiently to allow repayment without causing the fund's expense ratio to exceed its expense limitation. Pursuant to this agreement, at November 30, 2004, management fees waived remain subject to repayment by the fund in the following amounts: $833,000 through September 30, 2006 and $24,000 through September 30, 2008. In addition, the fund has entered into service agreements with Price Associates and two wholly owned subsidiaries of Price Associates (collectively, Price). Price Associates computes the daily share price and maintains the financial records of the fund. T. Rowe Price Services, Inc., provides shareholder and administrative services in its capacity as the fund's transfer and dividend disbursing agent. T. Rowe Price Retirement Plan Services, Inc., provides subaccounting and recordkeeping services for certain retirement accounts invested in the fund. For the six months ended November 30, 2004, expenses incurred pursuant to these service agreements were $62,000 for Price Associates, $59,000 for T. Rowe Price Services, Inc., and $324,000 for T. Rowe Price Retirement Plan Services, Inc. At period-end, a total of $82,000 of these expenses was payable. The fund may invest in the T. Rowe Price Reserve Investment Fund and the T. Rowe Price Government Reserve Investment Fund (collectively, the Reserve Funds), open-end management investment companies managed by Price Associates and affiliates of the fund. The Reserve Funds are offered as cash management options to mutual funds, trusts, and other accounts managed by Price Associates and/or its affiliates, and are not available for direct purchase by members of the public. The Reserve Funds pay no investment management fees. During the six months ended November 30, 2004, dividend income from the Reserve Funds totaled $375,000, and the value of shares of the Reserve Funds held at November 30, 2004 and May 31, 2004 was $54,967,000 and $44,706,000, respectively. The fund may invest in the T. Rowe Price Institutional High Yield Fund, Inc. (High Yield Fund) as a means of gaining efficient and cost-effective exposure to the high-yield bond markets. The High Yield Fund is an open-end management investment company managed by Price Associates, and an affiliate of the fund. The High Yield Fund pays an annual all-inclusive management and administrative fee to Price Associates equal to 0.50% of average daily net assets. To ensure that Personal Strategy Income Fund does not incur duplicate fees for its assets invested in High Yield Fund, Price Associates has agreed to reduce its management fee to the fund. Accordingly, the management fee waiver reflected on the accompanying Statement of Operations includes $82,000 of management fees permanently waived pursuant to this agreement. During the six months ended November 30, 2004, purchases and sales of High Yield Fund were $1,347,000 and $11,626,000, respectively. Realized gains during the period were $74,000, and investment income during the period was $1,288,000. At November 30, 2004 and May 31, 2004, the value of shares of High Yield Fund held were $27,491,000 and $36,456,000, respectively. T. Rowe Price Personal Strategy Income Fund - -------------------------------------------------------------------------------- INFORMATION ON PROXY VOTING POLICIES, PROCEDURES, AND RECORDS - -------------------------------------------------------------------------------- A description of the policies and procedures used by T. Rowe Price funds and portfolios to determine how to vote proxies relating to portfolio securities is available in each fund's Statement of Additional Information, which you may request by calling 1-800-225-5132 or by accessing the SEC's Web site, www.sec.gov. The description of our proxy voting policies and procedures is also available on our Web site, www.troweprice.com. To access it, click on the words "Company Info" at the top of our homepage for individual investors. Then, in the window that appears, click on the "Proxy Voting Policy" navigation button in the top left corner. Each fund's most recent annual proxy voting record is available on our Web site and through the SEC's Web site. To access it through our Web site, follow the directions above, then click on the words "Proxy Voting Record" at the bottom of the Proxy Voting Policy page. HOW TO OBTAIN QUARTERLY PORTFOLIO HOLDINGS - -------------------------------------------------------------------------------- The fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The fund's Form N-Q is available electronically on the SEC's Web site (www.sec.gov); hard copies may be reviewed and copied at the SEC's Public Reference Room, 450 Fifth St. N.W., Washington, DC 20549. For more information on the Public Reference Room, call 1-800-SEC-0330. Item 2. Code of Ethics. A code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed as an exhibit to the registrant's annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant's most recent fiscal half-year. Item 3. Audit Committee Financial Expert. Disclosure required in registrant's annual Form N-CSR. Item 4. Principal Accountant Fees and Services. Disclosure required in registrant's annual Form N-CSR. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. Schedule of Investments. Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable. Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. Item 10. Submission of Matters to a Vote of Security Holders. Not applicable. Item 11. Controls and Procedures. (a) The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely. (b) The registrant's principal executive officer and principal financial officer are aware of no change in the registrant's internal control over financial reporting that occurred during the registrant's second fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 12. Exhibits. (a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is filed with the registrant's annual Form N-CSR. (2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached. (3) Written solicitation to repurchase securities issued by closed-end companies: not applicable. (b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. T. Rowe Price Personal Strategy Funds, Inc. By /s/ James S. Riepe ----------------------------------- James S. Riepe Principal Executive Officer Date January 14, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By /s/ James S. Riepe ----------------------------------- James S. Riepe Principal Executive Officer Date January 14, 2005 By /s/ Joseph A. Carrier ----------------------------------- Joseph A. Carrier Principal Financial Officer Date January 14, 2005