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. Personal Strategy Growth Fund November 30, 2004 Semiannual Report - Financial Statements T. ROWE PRICE T. Rowe Price Personal Strategy Growth Fund - -------------------------------------------------------------------------------- Unaudited FINANCIAL HIGHLIGHTS For a 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 $ 19.68 $ 16.64 $ 17.55 $ 18.63 $ 19.57 $ 19.02 Investment activities Net investment income (loss) 0.15*! 0.22*! 0.23*! 0.25* 0.34* 0.33* Net realized and unrealized gain (loss) 1.72 3.06 (0.90) (1.06) 0.15 1.06 Total from investment activities 1.87 3.28 (0.67) (0.81) 0.49 1.39 Distributions Net investment income -- (0.23) (0.24) (0.27) (0.35) (0.32) Net realized gain -- (0.01) -- -- (1.08) (0.52) Total distributions -- (0.24) (0.24) (0.27) (1.43) (0.84) NET ASSET VALUE End of period $ 21.55 $ 19.68 $ 16.64 $ 17.55 $ 18.63 $ 19.57 ----------------------------------------------------------------- Ratios/ Supplemental Data Total return^ 9.50%*! 19.79%*! (3.68)%*! (4.33)%* 2.46%* 7.49%* Ratio of total expenses to average net assets 0.99%*!+ 0.98%*! 1.00%*! 1.10%* 1.10%* 1.10%* Ratio of net investment income (loss) to average net assets 1.51%*!+ 1.27%*! 1.64%*! 1.55%* 1.89%* 1.93%* Portfolio turnover rate 52.6%+ 47.2% 52.5% 68.4% 54.8% 42.6% Net assets, end of period (in thousands) $660,373 $609,318 $411,929 $360,096 $302,848 $270,663 ^ Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions. * See Note 4. Excludes expenses in excess of a 1.00% and a 1.10% contractual expense limitation in effect through 9/30/06 and 5/31/02, respectively. ! See Note 4. Excludes expenses permanently waived of 0.01%, 0.02%, and 0.00% of average net assets for the six months ended 11/30/04 and the years ended 5/31/04 and 5/31/03, respectively, related to investments in T. Rowe Price mutual funds. + Annualized The accompanying notes are an integral part of these financial statements. T. Rowe Price Personal Strategy Growth Fund - -------------------------------------------------------------------------------- Unaudited November 30, 2004 PORTFOLIO OF INVESTMENTS (1) Shares/$ Par Value - -------------------------------------------------------------------------------- (Cost and value in $ 000s) COMMON STOCKS 87.3% CONSUMER DISCRETIONARY 12.7% Auto Components 0.2% Autoliv GDR (SEK) 14,500 679 Keystone Automotive * 4,900 115 Koito Manufacturing (JPY)(ss.) 32,000 264 Strattec Security *(ss.) 1,400 88 TRW *(ss.) 4,800 101 1,247 Automobiles 1.1% Ford Motor 177,500 2,517 Fuji Heavy Industries (JPY)(ss.) 40,000 185 Harley-Davidson 30,800 1,781 Honda (JPY) 7,800 373 Peugeot (EUR)(ss.) 6,076 370 Renault (EUR)(ss.) 5,996 489 Toyota Motor (JPY) 44,100 1,652 Winnebago(ss.) 700 27 7,394 Distributors 0.0% Cycle & Carriage (SGD) 9,758 59 59 Hotels, Restaurants & Leisure 2.0% Applebee's 5,662 146 BJ's Restaurants *(ss.) 2,600 39 Carnival 55,600 2,947 CEC Entertainment * 3,800 155 Compass (GBP) 15,211 67 Hilton Group (GBP) 31,458 155 International Game Technology 84,500 2,987 Marriott, Class A 12,100 688 McDonald's 23,500 722 Mitchells & Butlers (GBP) 44,047 254 Panera Bread, Class A *(ss.) 3,200 128 PF Chang's China Bistro *(ss.) 3,100 174 Red Robin Gourmet Burgers *(ss.) 2,300 118 Ruby Tuesday(ss.) 3,400 94 Sonic *(ss.) 10,762 314 Starbucks * 21,400 1,204 Starwood Hotels & Resorts Worldwide 38,900 2,034 Texas Roadhouse, Class A * 800 20 The Cheesecake Factory *(ss.) 7,100 347 Whitbread (GBP) 20,089 306 12,899 Household Durables 1.3% Fortune Brands 11,100 871 Goldcrest (JPY) 5,540 378 Jarden *(ss.) 8,600 330 Newell Rubbermaid 181,400 4,187 Persimmon (GBP) 26,816 317 Philips Electronics (EUR) 12,448 320 Pioneer (JPY) 18,200 341 SEB (EUR) 1,275 128 Sony (JPY) 19,900 724 Thomson (EUR)(ss.) 29,673 712 8,308 Internet & Catalog Retail 0.5% Amazon.com * 5,900 234 eBay * 26,800 3,014 J. Jill Group *(ss.) 6,400 110 priceline.com *(ss.) 4,800 115 3,473 Leisure Equipment & Products 0.5% Brunswick 10,000 488 Eastman Kodak 62,700 2,051 Heiwa (JPY) 7,600 114 MarineMax *(ss.) 5,800 171 Noritsu Koki (JPY) 7,600 157 Polaris Industries(ss.) 2,800 184 SCP Pool 6,375 201 3,366 Media 3.7% Aegis (GBP) 70,136 333 Astro All Asia, 144A (MYR) * 63,700 93 British Sky Broadcasting (GBP) 29,288 311 Clear Channel Communications 24,778 834 Comcast Class A * 106,957 3,213 Special Class A * 41,600 1,233 Disney 89,800 2,414 EchoStar Communications, Class A * 47,700 1,564 Emmis Communications *(ss.) 5,200 96 Entercom Communications * 3,800 137 Gestevision Telecino (EUR) * 1,300 24 Getty Images * 1,500 87 Liberty Media, Class A * 20,700 214 McGraw-Hill 1,400 123 New York Times, Class A 62,700 2,571 News Corp, Class A *(ss.) 105,900 1,873 News Corp GDR, Class B (AUD) * 17,929 322 Omnicom 7,800 632 Publicis (EUR) 12,482 412 Scholastic * 10,800 356 Scripps, Class A 33,200 1,552 Singapore Press (SGD) 35,000 101 Time Warner * 123,200 2,182 Viacom, Class B 74,688 2,592 Washington Post, Class B 668 627 WPP Group (GBP) 30,356 335 WPP Group ADR(ss.) 5,200 285 Young Broadcasting, Class A *(ss.) 3,500 34 24,550 Multiline Retail 1.1% Big Lots *(ss.) 6,100 71 Kohl's * 16,100 743 Neiman Marcus, Class A 1,000 66 Nordstrom 49,400 2,161 Target 77,200 3,954 6,995 Specialty Retail 2.2% AC Moore Arts & Crafts *(ss.) 2,800 81 AnnTaylor Stores * 16,950 372 Best Buy 49,500 2,791 Charles Voegele (CHF) 4,168 186 Christopher & Banks(ss.) 7,375 145 Dixons (GBP) 98,135 273 Esprit Holdings (HKD) 32,500 178 Home Depot 135,450 5,655 Hot Topic *(ss.) 7,300 119 Kesa Electricals (GBP) 12,958 67 Linens 'n Things * 4,900 122 Monro Muffler Brake * 6,000 147 Nobia (SEK) 19,408 294 The Finish Line, Class A(ss.) 3,800 70 Toys "R" Us * 209,200 4,046 Ultimate Electronics *(ss.) 3,400 10 14,556 Textiles, Apparel, & Luxury Goods 0.1% Adidas-Salomon (EUR) 2,041 319 Culp *(ss.) 2,000 12 Unifi *(ss.) 5,200 19 World Company (JPY) 6,000 212 Yue Yuen Industrial (HKD)(ss.) 105,000 272 834 Total Consumer Discretionary 83,681 CONSUMER STAPLES 5.8% Beverages 0.6% Allied Domecq (GBP) 48,483 478 Asahi Breweries (JPY) 16,000 189 Coca-Cola 12,300 484 Kirin Brewery (JPY) 47,000 450 Lion Nathan (NZD) 65,053 399 PepsiCo 34,200 1,707 3,707 Food & Staples Retailing 2.1% Casey's General Stores 18,700 362 Casino Guichard-Perrachon (EUR)(ss.) 6,950 532 Coles Myer (AUD) 38,201 294 CVS 107,400 4,873 J Sainsbury (GBP) 53,401 266 Matsumotokiyoshi (JPY)(ss.) 7,400 205 METRO (EUR) 20,673 1,037 Performance Food Group * 11,400 299 Sysco 24,300 844 Tesco (GBP) 92,824 534 Wal-Mart 78,600 4,092 Wal-Mart de Mexico, Series V (MXN) 152,600 523 Wild Oats Markets * 7,200 52 York-Benimaru (JPY) 7,200 199 14,112 Food Products 1.3% American Italian Pasta, Class A(ss.) 3,300 64 Associated British Foods (GBP) 32,797 468 Campbell Soup 60,600 1,729 General Mills 51,220 2,330 Koninklijke Wessanen GDS (EUR) 23,413 295 Nestle (CHF) 4,257 1,090 Seneca Foods Class A * 2,200 41 Class B * 700 13 Unilever N.V. (GBP) 88,983 813 Unilever N.V. ADS 26,100 1,644 8,487 Household Products 0.6% Colgate-Palmolive 47,000 2,162 Kimberly-Clark 21,100 1,342 Procter & Gamble 14,700 786 4,290 Personal Products 0.1% Chattem *(ss.) 1,400 51 Gillette 9,100 396 L'Oreal (EUR)(ss.) 2,483 179 626 Tobacco 1.1% Altria Group 97,350 5,597 UST 36,800 1,620 7,217 Total Consumer Staples 38,439 ENERGY 6.3% Energy Equipment & Services 2.5% Atwood Oceanics * 4,200 220 Baker Hughes 139,000 6,162 BJ Services 27,500 1,393 FMC Technologies * 14,300 470 Grant Prideco * 25,600 552 Hanover Compressor *(ss.) 13,300 194 Hydril * 3,000 141 Key Energy Services * 5,100 64 Lone Star Technologies *(ss.) 3,100 97 National Oilwell *(ss.) 17,200 623 Schlumberger 46,500 3,052 Seacor Holdings *(ss.) 7,400 411 Smith International * 39,300 2,380 Technip (EUR)(ss.) 1,001 168 Transocean * 6,500 262 W-H Energy Services *(ss.) 4,300 98 16,287 Oil & Gas 3.8% BP (GBP) 68,054 693 BP ADR 80,694 4,951 ChevronTexaco 74,314 4,058 Eni SPA (EUR) 58,299 1,428 ExxonMobil 60,142 3,082 Forest Oil * 12,900 439 INPEX (JPY) * 15 75 Marathon Oil 44,800 1,767 Murphy Oil 4,000 341 Noble Energy 7,000 446 Norsk Hydro (NOK) 4,790 391 OMV (EUR) 200 53 Petroleo Brasileiro (Petrobras) ADR(ss.) 26,400 910 Shell Transport & Trading (GBP) 144,710 1,214 Shell Transport & Trading ADR(ss.) 6,800 344 Statoil ASA (NOK) 55,849 883 Tonen General Sekiyu (JPY)(ss.) 19,000 176 Total (EUR)(ss.) 7,270 1,588 Unocal 49,200 2,265 Woodside Petroleum (AUD) 17,439 281 25,385 Total Energy 41,672 FINANCIALS 18.3% Capital Markets 4.0% Affiliated Managers Group *(ss.) 4,100 260 AmeriTrade * 104,400 1,454 Babcock & Brown (AUD) * 15,123 110 Bank of New York 31,900 1,050 Charles Schwab 68,250 736 Credit Suisse Group (CHF) * 21,421 833 Franklin Resources 37,600 2,468 Goldman Sachs 22,100 2,315 Investors Financial Services (ss.) 6,200 272 Legg Mason 31,050 2,116 Macquarie Bank (AUD) 19,153 650 Mellon Financial 154,100 4,503 Merrill Lynch 40,200 2,239 Morgan Stanley 21,000 1,066 National Financial Partners 2,700 94 Northern Trust 43,000 2,023 Piper Jaffray Cos *(ss.) 8,100 373 State Street 80,500 3,587 26,149 Commercial Banks 5.0% ABN Amro Holdings (EUR) 25,617 628 Alliance & Leicester (GBP) 28,513 463 Australia & New Zealand Banking (AUD) 73,134 1,133 Banca Intesa (EUR) 108,821 480 Banco Santander Central Hispano (EUR) 63,034 755 Banco Santander Chile ADR 12,379 368 Bank Austria Creditanstalt (EUR)(ss.) 8,785 745 Bank of America 121,800 5,636 Bank of Ireland (Dublin Listing) (EUR) 34,518 525 Bank of Yokohama (JPY) 75,000 473 Barclays (GBP) 162,821 1,677 BNP Paribas (EUR)(ss.) 16,754 1,162 Boston Private Financial(ss.) 4,700 127 Chittenden(ss.) 16,425 484 Citizens Banking(ss.) 12,300 432 DBS Group (SGD) 61,304 591 Dexia (EUR) 16,657 355 Glacier Bancorp 4,154 144 Grupo Financiero Banorte (MXN)(ss.) 194,808 1,092 HBOS (GBP) 53,745 751 HSBC (GBP) 38,732 658 Joyo Bank (JPY) 64,000 299 Mitsubishi Tokyo Financial (JPY) 37 350 National Australia Bank (AUD) 39,670 860 NORDEA (SEK) 118,205 1,158 Pinnacle Financial Partners *(ss.) 300 7 Provident Bankshares 7,800 287 Royal Bank of Scotland (GBP) 52,974 1,625 Sandy Spring Bancorp(ss.) 5,000 182 SEB, Series A (SEK) 34,787 661 Signature Bank *(ss.) 800 25 Southwest Bancorp of Texas 16,800 411 Sumitomo Mitsui Financial (JPY)(ss.) 86 597 Svenska Handelsbanken, Series A (SEK) 31,840 775 Texas Capital Bancshares *(ss.) 7,400 153 The 77 Bank (JPY) 39,000 254 U.S. Bancorp 115,400 3,419 UniCredito Italiano (EUR) 85,128 468 Valley National Bancorp(ss.) 11,809 330 Wells Fargo 33,500 2,069 WestAmerica 9,300 541 33,150 Consumer Finance 1.3% AIFUL (JPY) 3,900 443 American Express 109,300 6,089 SLM Corporation 40,500 2,072 8,604 Diversified Financial Services 1.6% Assured Guaranty 15,600 287 Citigroup 175,303 7,845 ING Groep GDS (EUR) 22,754 624 J.P. Morgan Chase 54,624 2,057 10,813 Insurance 4.1% Aioi Insurance (JPY) 81,000 358 American International Group 120,062 7,606 Aspen Insurance Holdings 7,300 181 Aviva (GBP) 33,226 367 AXA (EUR) 40,553 947 Bristol West Holdings(ss.) 8,500 171 Brown & Brown(ss.) 1,800 73 CNP Assurances (EUR)(ss.) 9,746 659 Genworth Financial, Class A 78,300 2,059 Hannover Rueckversicherung (EUR) 5,835 210 Harleysville Group 2,500 60 Hartford Financial Services 33,700 2,157 Horace Mann Educators 14,500 276 Infinity Property & Casualty 8,200 303 Insurance Australia Group (AUD)(ss.) 49,054 221 Markel *(ss.) 900 290 Marsh & McLennan 33,100 946 Mitsui Sumitomo Insurance (JPY) 40,000 352 Ohio Casualty * 20,400 438 PartnerRe 5,700 349 QBE Insurance (AUD)(ss.) 36,080 389 Royal & Sun Alliance (GBP) 181,744 256 SAFECO(ss.) 62,700 3,039 Selective Insurance 4,900 220 St. Paul Companies 54,150 1,975 Unipol (EUR)(ss.) 103,519 457 UnumProvident(ss.) 63,300 986 W. R. Berkley 4,600 209 XL Capital 19,100 1,439 26,993 Real Estate 1.5% Arden Realty, REIT 5,300 191 China Overseas Land (HKD) 774,000 183 Corio (EUR) 5,937 324 EastGroup Properties, REIT 7,300 275 Equity Lifestyle Properties, REIT 2,600 94 Essex Property Trust, REIT 800 64 Federal Realty Investment Trust, REIT 41,800 2,096 Gables Residential Trust, REIT(ss.) 6,000 214 General Property Trust, Equity Units (AUD)(ss.) 177,298 499 LaSalle Hotel Properties, REIT 3,700 114 Mirvac (AUD)(ss.) 60,275 220 Parkway Properties, REIT(ss.) 3,200 160 Reckson Associates Realty, REIT 51,192 1,658 Simon Property Group, REIT 40,540 2,517 Sun Hung Kai Properties (HKD) 41,000 407 Washington SBI, REIT(ss.) 8,000 264 Westfield Group (AUD) 13,343 162 Wheelock (HKD) 126,000 207 9,649 Thrifts & Mortgage Finance 0.8% Bradford & Bingley (GBP) 84,006 441 Fannie Mae 42,300 2,906 Frankfort First 500 12 Freddie Mac 21,100 1,440 Hypo Real Estate (EUR) * 17,126 662 Triad Guaranty *(ss.) 2,200 132 5,593 Total Financials 120,951 HEALTH CARE 9.6% Biotechnology 1.3% Abgenix *(ss.) 800 8 Alexion Pharmaceutical *(ss.) 2,500 52 Alkermes *(ss.) 7,700 106 Amgen * 58,500 3,512 Amylin Pharmaceuticals *(ss.) 3,800 77 Anadys Pharmaceuticals *(ss.) 4,300 28 Biogen Idec * 16,300 956 Cephalon *(ss.) 2,905 138 CSL Limited (AUD) 4,814 99 Cubist Pharmaceuticals *(ss.) 8,200 98 CV Therapeutics *(ss.) 900 20 Cytogen *(ss.) 3,000 30 Cytokinetics *(ss.) 500 4 deCODE GENETICS *(ss.) 4,400 29 Dynavax Technologies *(ss.) 3,000 21 Exelixis *(ss.) 6,900 62 Genentech * 14,400 695 Gilead Sciences * 48,400 1,668 Martek Biosciences *(ss.) 2,500 97 Memory Pharmaceuticals *(ss.) 2,800 17 Myriad Genetics *(ss.) 8,000 154 Neurocrine Biosciences *(ss.) 3,600 166 NPS Pharmaceuticals *(ss.) 2,600 47 ONYX Pharmaceuticals *(ss.) 4,100 128 OSI Pharmaceuticals * 400 19 Rigel Pharmaceuticals *(ss.) 2,900 73 Trimeris *(ss.) 3,800 47 Vertex Pharmaceuticals *(ss.) 11,516 122 8,473 Health Care Equipment & Supplies 1.6% Advanced Neuromodulation Systems *(ss.) 4,500 162 Analogic(ss.) 3,500 159 Baxter International 73,100 2,314 Biomet 11,900 570 Boston Scientific * 33,400 1,163 DJ Orthopedics * 6,000 121 Edwards Lifesciences *(ss.) 4,100 154 Elekta, Series B (SEK) * 7,853 214 EPIX Pharmaceuticals *(ss.) 2,200 39 Guidant 8,200 532 Integra LifeSciences *(ss.) 7,000 238 Matthews International, Class A 10,400 383 Medtronic 50,700 2,436 NuVasive *(ss.) 4,800 46 ResMed *(ss.) 8,400 420 St. Jude Medical * 12,000 458 Steris * 7,200 165 Stryker 16,900 743 Thoratec *(ss.) 4,800 48 Wilson Greatbatch Technologies *(ss.) 4,300 86 10,451 Health Care Providers & Services 2.7% Accredo Health * 9,000 244 Alliance UniChem (GBP) 16,511 226 AmerisourceBergen 36,500 2,151 Anthem * 9,000 912 Celesio (EUR) 5,973 457 Henry Schein * 6,300 411 LabOne * 2,800 84 Lifeline Systems *(ss.) 5,700 154 LifePoint Hospitals *(ss.) 1,200 44 Sunrise Senior Living *(ss.) 11,000 473 Suzuken (JPY) 5,100 120 Symbion *(ss.) 5,500 105 United Surgical Partners International *(ss.) 8,300 328 UnitedHealth Group 96,100 7,962 WellChoice * 3,500 172 WellPoint Health Networks * 31,000 3,878 17,721 Pharmaceuticals 4.0% Abbott Laboratories 20,400 856 Able Laboratories *(ss.) 2,200 48 AstraZeneca ADR 12,800 504 Atherogenics *(ss.) 6,600 157 Eisai (JPY) 8,900 265 Elan ADR *(ss.) 25,100 663 Eli Lilly 9,200 491 Eon Labs *(ss.) 3,400 92 Forest Laboratories * 25,800 1,005 GlaxoSmithKline (GBP) 50,400 1,058 GlaxoSmithKline ADR 11,600 494 Hisamitsu Pharmaceutical (JPY) 9,000 164 Inspire Pharmaceuticals *(ss.) 8,900 159 Johnson & Johnson 47,300 2,853 Kobayashi Pharmaceutical (JPY)(ss.) 7,600 201 Medicines Company *(ss.) 2,900 72 Merck 40,700 1,140 Nektar Therapeutics *(ss.) 1,300 24 Novartis (CHF) 34,002 1,625 Noven Pharmaceuticals *(ss.) 7,100 130 Novo Nordisk, Series B (DKK) 3,553 188 Pfizer 168,532 4,680 Sanofi-Aventis (EUR)(ss.) 16,538 1,242 Schering-Plough 144,100 2,572 Takeda Chemical Industries (JPY) 8,900 437 Teva Pharmaceutical ADR(ss.) 34,000 928 Theravance *(ss.) 1,200 21 Wyeth 117,960 4,703 26,772 Total Health Care 63,417 INDUSTRIALS & BUSINESS SERVICES 11.3% Aerospace & Defense 1.6% Armor Holdings * 11,800 510 British Aerospace (GBP) 90,053 421 European Aeronautic Defense & Space (EUR)(ss.) 18,826 568 General Dynamics 9,100 986 Honeywell International 33,900 1,198 Lockheed Martin 107,800 6,559 Mercury Computer Systems *(ss.) 6,200 195 MTC Technologies *(ss.) 300 9 Rockwell Collins 4,600 183 10,629 Air Freight & Logistics 0.7% EGL *(ss.) 10,500 354 Expeditors International of Washington 200 11 Pacer International * 6,800 133 Ryder System 2,200 118 TPG (EUR) 11,817 309 UPS, Class B 40,000 3,366 UTi Worldwide(ss.) 3,600 248 4,539 Airlines 0.1% Frontier Airlines *(ss.) 5,200 61 Midwest Express Holdings *(ss.) 3,000 9 Qantas Airways (AUD) 51,510 142 212 Building Products 0.1% Kaba Holding (CHF) 649 180 Pilkington (GBP) 180,993 370 Quixote(ss.) 1,800 38 Trex *(ss.) 4,400 207 795 Commercial Services & Supplies 2.1% Apollo Group, Class A * 22,300 1,777 Cendant 44,400 1,006 Central Parking(ss.) 12,800 194 ChoicePoint * 8,200 360 Consolidated Graphics * 8,200 388 Education Management * 2,100 70 Electro Rent 4,300 61 First Advantage, Class A *(ss.) 1,900 36 G & K Services, Class A(ss.) 7,300 300 Glory (JPY) 7,400 116 H&R Block 24,000 1,145 Herman Miller(ss.) 12,300 302 Intersections *(ss.) 600 11 Ionics *(ss.) 9,400 406 KForce *(ss.) 10,700 128 Layne Christensen *(ss.) 1,000 19 LECG *(ss.) 7,200 141 R.R. Donnelley 93,700 3,251 Resources Connection *(ss.) 8,900 404 SOURCECORP *(ss.) 5,800 96 Tetra Tech *(ss.) 11,814 180 Waste Management 117,743 3,510 West Corporation * 3,000 104 14,005 Construction & Engineering 0.3% Acciona (EUR) 6,601 516 Balfour Beatty (GBP) 66,873 384 Downer EDI (AUD)(ss.) 51,044 177 Insituform Technologies *(ss.) 5,700 133 JGC (JPY)(ss.) 24,000 206 NCC AB, Series B (SEK) 32,445 408 1,824 Electrical Equipment 0.1% A.O. Smith(ss.) 14,300 430 American Superconductor *(ss.) 1,600 22 Artesyn Technologies *(ss.) 10,000 95 Sumitomo Electric Industries (JPY) 24,000 252 Woodward Governor 700 51 850 Industrial Conglomerates 3.0% 3M 15,900 1,265 DCC (EUR) 18,829 393 GE 199,400 7,051 Hutchison Whampoa (HKD) 43,200 387 Sembcorp (SGD) 472,000 418 Siemens (EUR) 12,306 983 Tyco International 280,098 9,515 20,012 Machinery 2.0% Actuant, Class A *(ss.) 7,480 352 Cascade 2,800 90 Danaher 90,900 5,170 Deere 49,600 3,558 Fanuc (JPY) 7,400 462 Graco 8,350 306 Guinness Peat Group (NZD) 126,397 195 Harsco 9,500 505 IDEX 3,300 132 Lindsay Manufacturing(ss.) 8,700 245 Mitsubishi Heavy Industries (JPY) 108,000 309 NSK (JPY) 32,000 149 Pall 44,900 1,216 SKF, Series B (SEK) 5,915 251 Toro(ss.) 3,400 246 13,186 Marine 0.1% Nippon Yusen (JPY) 100,000 532 532 Road & Rail 1.1% Arriva (GBP) 49,971 467 Burlington Northern Santa Fe 62,700 2,824 Genesee & Wyoming, Class A * 1,700 47 Heartland Express 6,859 151 Knight Transportation *(ss.) 14,050 338 Nippon Express (JPY) 39,000 184 Norfolk Southern 90,300 3,100 Overnite(ss.) 5,000 177 7,288 Trading Companies & Distributors 0.1% Mitsubishi (JPY) 46,000 582 Sumitomo (JPY) 29,000 244 826 Total Industrials & Business Services 74,698 INFORMATION TECHNOLOGY 11.5% Communications Equipment 2.5% Belden CDT(ss.) 15,300 355 Black Box(ss.) 5,400 230 Cisco Systems * 198,100 3,706 Corning * 383,700 4,827 F5 Networks * 3,800 164 Ixia *(ss.) 4,100 58 Juniper Networks * 51,800 1,426 Lucent Technologies *(ss.) 541,100 2,126 Nokia (EUR) 17,040 277 Nokia ADR 36,100 584 Packeteer * 2,700 35 QUALCOMM 40,800 1,698 Riverstone Networks * 13,300 15 Sagem (EUR)(ss.) 3,362 308 Sirf Technology Holdings *(ss.) 7,200 91 Tekelec *(ss.) 3,800 89 Uniden (JPY) 8,000 168 16,157 Computers & Peripherals 1.2% Applied Films *(ss.) 700 15 Creative Technology (SGD) 12,750 159 Dell * 113,700 4,607 Emulex *(ss.) 10,100 143 Gateway * 29,600 202 IBM 6,500 613 Lexmark International * 8,300 705 Logitech International (CHF) * 4,571 267 NEC (JPY)(ss.) 24,000 132 QLogic * 15,700 540 Synaptics *(ss.) 4,500 173 Toshiba (JPY) 67,000 284 7,840 Electronic Equipment & Instruments 0.3% Cogent *(ss.) 1,800 60 Digital Theater Systems *(ss.) 5,100 107 Global Imaging Systems *(ss.) 5,700 213 KEMET *(ss.) 15,100 134 Kyocera (JPY) 2,700 190 Littelfuse * 4,800 187 Methode Electronics 9,600 127 Newport *(ss.) 6,500 80 Plexus *(ss.) 15,600 215 Shimadzu (JPY) 72,000 404 TDK (JPY) 4,300 308 Technitrol * 2,900 50 Woodhead Industries(ss.) 8,100 122 2,197 Internet Software & Services 0.7% Digital Insight *(ss.) 8,800 144 Google, Class A * 2,300 421 IAC/InterActiveCorp *(ss.) 43,800 1,081 MatrixOne *(ss.) 13,100 87 WebSideStory * 1,600 20 Yahoo! * 79,400 2,987 4,740 IT Services 1.2% Accenture, Class A * 26,900 698 Affiliated Computer Services, Class A *(ss.) 23,500 1,391 Automatic Data Processing 14,900 678 BISYS Group * 9,600 154 CACI International, Class A * 5,900 367 First Data 30,540 1,255 Fiserv * 27,300 1,051 Global Payments(ss.) 7,100 392 Indra Sistemas (EUR) 26,553 416 Iron Mountain * 13,825 416 Logica CMG (GBP) 42,954 151 Maximus *(ss.) 8,100 254 MPS Group *(ss.) 21,700 244 RightNow Technologies *(ss.) 6,200 113 Trans Cosmos (JPY)(ss.) 9,000 309 7,889 Office Electronics 0.1% Canon (JPY) 11,000 551 Neopost (EUR) 3,464 248 799 Semiconductor & Semiconductor Equipment 2.0% AMIS Holdings * 5,300 80 Analog Devices 45,800 1,692 Artisan Components * 2,700 93 Atheros Communications *(ss.) 2,500 28 ATMI *(ss.) 6,900 159 Brooks-Pri Automation * 5,700 88 Cabot Microelectronics *(ss.) 4,500 166 Credence Systems *(ss.) 9,800 75 Cymer *(ss.) 700 21 Entegris *(ss.) 11,600 113 Exar *(ss.) 8,400 117 Intel 104,100 2,327 Jenoptik (EUR) * 17,652 188 KLA-Tencor * 8,300 374 Lattice Semiconductor * 16,500 88 Maxim Integrated Products 63,600 2,605 Microchip Technology 11,800 333 Microsemi *(ss.) 6,600 118 MKS Instruments *(ss.) 12,700 216 Mykrolis * 12,700 156 PDF Solutions * 7,800 100 Power Integrations *(ss.) 3,700 73 Rohm (JPY) 600 57 Semiconductor Manufacturing International ADR *(ss.) 6,700 80 Semtech *(ss.) 14,500 297 Silicon Laboratories *(ss.) 5,100 154 Tessera Technologies *(ss.) 5,600 199 Texas Instruments 49,300 1,192 Xilinx 60,400 1,886 13,075 Software 3.5% Actuate * 4,700 11 Adobe Systems 37,200 2,253 Altiris *(ss.) 5,200 146 Blackbaud * 1,000 13 Catapult Communications *(ss.) 2,700 73 Concord Communications *(ss.) 4,300 40 Electronic Arts * 2,700 132 FactSet Research Systems(ss.) 7,000 362 FileNet *(ss.) 12,700 340 Hyperion Solutions * 2,900 130 Internet Security Systems *(ss.) 7,600 184 Intuit * 39,900 1,669 Jack Henry & Associates 19,800 382 Kronos * 10,450 528 Magma Design Automation *(ss.) 4,200 57 Mercury Interactive * 2,500 114 Microsoft 361,600 9,695 Motive *(ss.) 5,200 66 NEC Soft (JPY) 7,700 197 NetIQ * 9,364 115 Open Solutions *(ss.) 2,200 58 Oracle * 100,300 1,270 PortalPlayer *(ss.) 300 9 Progress Software * 7,300 166 Quest Software *(ss.) 10,300 159 Red Hat *(ss.) 7,000 101 RSA Security * 9,800 207 SAP (EUR) 4,718 841 SAP ADR 38,700 1,722 SPSS * 3,300 53 Symantec * 14,200 906 Trend Micro (JPY)(ss.) 5,000 262 Verisity *(ss.) 2,900 24 VERITAS Software * 29,725 651 Verity * 8,600 118 23,054 Total Information Technology 75,751 MATERIALS 7.1% Chemicals 2.8% Agrium(ss.) 104,400 1,940 Airgas(ss.) 22,400 595 Arch Chemicals(ss.) 9,800 286 BASF (EUR) 13,261 890 Degussa (EUR)(ss.) 17,765 768 Dow Chemical 69,600 3,513 DuPont 53,861 2,441 Ferro 14,300 327 Hercules * 87,200 1,299 International Flavors & Fragrances 41,800 1,693 Kaneka (JPY) 37,000 405 MacDermid 2,300 85 Material Sciences * 5,700 95 Minerals Technologies 7,400 491 Mitsubishi Gas Chemical (JPY) 79,000 374 Mosaic * 19,300 336 Potash Corp./Saskatchewan 35,100 2,688 Symyx Technologies *(ss.) 4,800 151 Yara International (NOK) * 6,592 85 18,462 Construction Materials 0.3% Aggregate (GBP) 194,972 366 Boral (AUD) 167,903 895 Cemex (MXN) 89,151 574 Lafarge (EUR) 2,149 201 RMC (GBP) 23,918 384 2,420 Containers & Packaging 0.0% Chesapeake Corp. 5,800 157 Smurfit-Stone Container * 1,400 25 182 Metals & Mining 3.4% Alcoa 45,764 1,555 Anglo American (GBP) 16,166 392 BHP Billiton (AUD) 88,500 1,056 Bluescope Steel (AUD) 153,187 998 Gibraltar Industries(ss.) 3,750 90 Lihir Gold (AUD) * 102,240 101 Meridian Gold *(ss.) 13,900 272 Nippon Steel (JPY) 288,000 710 NN 2,200 28 Nucor 190,600 10,083 Phelps Dodge 59,500 5,779 SSAB Svenskt Stal, Series A (SEK) 24,321 585 Steel Dynamics(ss.) 5,400 219 Voestalpine (EUR)(ss.) 5,151 367 22,235 Paper & Forest Products 0.6% Buckeye Technologies *(ss.) 14,600 181 MeadWestvaco 47,000 1,581 UPM-Kymmene (EUR) 8,368 188 Weyerhaeuser 30,000 1,980 3,930 Total Materials 47,229 TELECOMMUNICATION SERVICES 2.5% Diversified Telecommunication Services 1.0% Cable & Wireless (GBP) 59,214 128 China Telecom (H shares) (HKD) 1,064,000 393 Royal KPN (EUR) 64,599 559 SBC Communications 37,700 949 Sprint 103,100 2,352 TDC (DKK) 10,197 417 Tele Norte Leste ADR(ss.) 24,500 375 Tele2, Series B (SEK)(ss.) 9,346 366 Telenor (NOK) 72,159 635 Telmex ADR 9,900 347 Telus 2,700 69 6,590 Wireless Telecommunication Services 1.5% America Movil ADR, Series L 13,900 649 Bouygues (EUR) 14,283 613 China Unicom (HKD) 166,000 128 KDDI (JPY) 132 651 mmO2 (GBP) * 453,104 987 Nextel Communications, Class A * 97,600 2,778 Spectrasite * 6,900 400 Telecom Italia Mobile (EUR) 132,404 876 Vodafone ADR(ss.) 92,500 2,522 Western Wireless, Class A * 2,700 73 9,677 Total Telecommunication Services 16,267 UTILITIES 2.2% Electric Utilities 1.7% Black Hills(ss.) 2,800 86 Cleco 6,100 121 E.On (EUR) 16,780 1,409 El Paso Electric * 6,300 113 Electric Power, 144A (JPY) * 2,100 58 Exelon 44,550 1,858 FirstEnergy 45,719 1,931 Hong Kong Electric (HKD) 32,500 146 Iberdrola (EUR)(ss.) 25,582 599 Tohoku Electric Power (JPY) 25,200 447 TXU(ss.) 67,800 4,259 11,027 Gas Utilities 0.2% Australian Gas Light (AUD) 19,031 191 Centrica (GBP) 161,902 765 Toho Gas (JPY) 139,000 448 1,404 Multi-Utilities & Unregulated Power 0.3% Constellation Energy Group 31,300 1,368 RWE (EUR) 5,990 317 United Utilities (GBP) 32,652 351 2,036 Total Utilities 14,467 Total Common Stocks (Cost $440,460) 576,572 PREFERRED STOCKS 0.1% Fresenius (EUR) 3,519 326 Porsche (EUR) 710 451 Total Preferred Stocks (Cost $451) 777 CORPORATE BONDS 2.2% ABN Amro Bank (Chicago), 7.125%, 6/18/07 70,000 76 Ace Ina Holdings, 5.875%, 6/15/14 100,000 101 AIG Sunamerica Global Financing XII, 144A, 5.30%, 5/30/07 150,000 156 Alabama Power, Series B, VR, 2.571%, 8/25/09 90,000 90 Alcan, 6.125%, 12/15/33 100,000 103 Allstate Financial Global Funding, 144A, 5.25%, 2/1/07 85,000 88 Amerada Hess, 7.875%, 10/1/29 75,000 86 America Movil, 5.50%, 3/1/14 70,000 68 Amgen, 144A, 4.00%, 11/18/09 65,000 64 AOL Time Warner, 7.625%, 4/15/31 80,000 94 Appalachian Power, 4.80%, 6/15/05 85,000 86 AT&T Broadband, 8.375%, 3/15/13 125,000 152 Baker Hughes, 6.875%, 1/15/29 110,000 124 Bank One, 5.25%, 1/30/13 155,000 158 BB&T, 6.50%, 8/1/11 35,000 39 Black Hills, 6.50%, 5/15/13 90,000 92 Boeing, 8.75%, 8/15/21 125,000 165 Buckeye Partners 5.30%, 10/15/14 30,000 30 6.75%, 8/15/33 45,000 48 Bunge Limited Finance, 4.375%, 12/15/08 115,000 115 Canadian National Railway, 6.25%, 8/1/34 130,000 136 Canadian Natural Resources, 7.20%, 1/15/32 150,000 173 CE Electric UK Funding, 144A, 6.995%, 12/30/07 90,000 96 Celulosa Arauco y Constitucion, 5.125%, 7/9/13 90,000 88 Centerpoint Energy, 5.875%, 6/1/08 80,000 84 Centex, 4.55%, 11/1/10 100,000 99 Chancellor Media, 8.00%, 11/1/08 55,000 62 CIT Group, 2.875%, 9/29/06 55,000 54 CIT Group Holdings, 7.75%, 4/2/12 100,000 117 Cleveland Electric Illuminating, 5.65%, 12/15/13 105,000 107 ConocoPhillips, 5.90%, 10/15/32 130,000 132 Countrywide Home Loans, 4.125%, 9/15/09 115,000 114 Cox Communications, 7.875%, 8/15/09 115,000 129 CVS, 144A, 4.00%, 9/15/09 60,000 59 DaimlerChrysler 6.50%, 11/15/13 125,000 133 VR, 2.343%, 9/10/07 100,000 100 Deutsche Telekom International Finance, STEP, 8.75%, 6/15/30 80,000 103 Developers Diversified Realty, 3.875%, 1/30/09 85,000 83 Devon Financing, 7.875%, 9/30/31 70,000 86 Diamond Offshore Drilling, 144A, 5.15%, 9/1/14 65,000 65 Dominion Resources, 5.00%, 3/15/13 85,000 84 Dow Chemical, 6.125%, 2/1/11 70,000 76 Duke Capital 4.302%, 5/18/06 55,000 56 6.25%, 2/15/13 100,000 107 Encana Holdings Finance, 5.80%, 5/1/14 125,000 131 Entergy Gulf States, 5.20%, 12/3/07 80,000 80 EOP Operating, 4.65%, 10/1/10 85,000 85 Exelon Generation, 5.35%, 1/15/14 90,000 91 Federated Department Stores, 6.625%, 4/1/11 95,000 105 First Union, 6.40%, 4/1/08 40,000 43 FirstEnergy, 7.375%, 11/15/31 60,000 67 Ford Motor Credit 5.625%, 10/1/08 300,000 305 VR, 3.24%, 11/16/06 60,000 60 France Telecom, STEP, 8.50%, 3/1/11 85,000 101 Franklin Resources, 3.70%, 4/15/08 30,000 30 Fund American Companies, 5.875%, 5/15/13 115,000 115 General Electric Capital, 6.00%, 6/15/12 70,000 76 Genworth Financial, 5.75%, 6/15/14 115,000 119 GlaxoSmithKline, 5.375%, 4/15/34 80,000 77 GM, 8.375%, 7/15/33 195,000 198 GMAC, 7.25%, 3/2/11 135,000 140 Goldman Sachs Capital I, 6.345%, 2/15/34 240,000 244 GTECH, 144A, 4.50%, 12/1/09 70,000 69 Halliburton, 144A, VR, 2.86%, 1/26/07 120,000 120 Harrah's Operating, 5.50%, 7/1/10 55,000 57 HBOS, 144A, 6.00%, 11/1/33 100,000 102 Hearst-Argyle, 7.00%, 1/15/18 65,000 72 Highmark, 144A, 6.80%, 8/15/13 90,000 97 Hospira, 4.95%, 6/15/09 120,000 122 Household Finance, 6.375%, 11/27/12 60,000 66 Hutchison Whampoa, 144A, 5.45%, 11/24/10 100,000 103 IBM, 4.25%, 9/15/09 95,000 96 International Lease Finance, 6.375%, 3/15/09 105,000 113 International Speedway, 4.20%, 4/15/09 55,000 55 John Deere Capital, 7.00%, 3/15/12 90,000 103 Kaneb Pipe Line Operations, 7.75%, 2/15/12 50,000 57 Kinder Morgan, 6.50%, 9/1/12 90,000 98 Kraft Foods, 5.625%, 11/1/11 110,000 115 Kroger, 8.05%, 2/1/10 120,000 138 Lear, 144A, 5.75%, 8/1/14 50,000 50 Lennar, 144A, 5.50%, 9/1/14 90,000 90 Masco, 5.875%, 7/15/12 140,000 149 May Department Stores, 144A, 3.95%, 7/15/07 40,000 40 MBNA America Bank, 4.625%, 8/3/09 125,000 126 McCormick, 6.40%, 2/1/06 200,000 208 MetLife, 6.125%, 12/1/11 120,000 130 Miller Brewing, 144A, 5.50%, 8/15/13 150,000 154 Morgan Stanley, 3.625%, 4/1/08 165,000 164 Motorola, 7.625%, 11/15/10 65,000 75 Nationwide Financial Services, 5.90%, 7/1/12 115,000 121 Nationwide Mutual Insurance, 144A, 6.60%, 4/15/34 65,000 63 News America, 144A, 6.20%, 12/15/34 65,000 64 NLV Financial, 144A, 7.50%, 8/15/33 70,000 74 Northern Trust, 4.60%, 2/1/13 50,000 49 NVR, 5.00%, 6/15/10 85,000 84 Panhandle Eastern Pipeline, 4.80%, 8/15/08 45,000 45 Pemex Project Funding Master Trust 7.375%, 12/15/14 80,000 87 144A, VR, 3.18%, 6/15/10 120,000 123 PG&E 6.05%, 3/1/34 95,000 96 VR, 2.72%, 4/3/06 36,000 36 Pinnacle West Capital, 6.40%, 4/1/06 75,000 78 Pioneer Natural Resource, 5.875%, 7/15/16 60,000 62 Plains All American Pipeline, 7.75%, 10/15/12 55,000 64 PPL Capital Funding, 4.33%, 3/1/09 120,000 120 Praxair, 2.75%, 6/15/08 100,000 96 Principal Life Global Funding, 144A, 5.125%, 10/15/13 110,000 110 Progress Energy, 6.75%, 3/1/06 70,000 73 Prudential Financial, 3.75%, 5/1/08 80,000 79 PSEG Power, 8.625%, 4/15/31 60,000 76 Public Service of New Mexico, 4.40%, 9/15/08 95,000 95 Puget Sound Energy, VR, 2.681%, 7/14/06 125,000 125 Pulte Homes, 7.875%, 8/1/11 90,000 104 Reckson Operating Partnership, 5.15%, 1/15/11 105,000 104 Rogers Cable, 5.50%, 3/15/14 100,000 93 Rouse, 8.43%, 4/27/05 225,000 229 SCA Coordination Center, 144A, 4.50%, 7/15/15 65,000 61 Sealed Air, 144A, 5.375%, 4/15/08 90,000 93 Security Benefit Life Insurance, 144A, 7.45%, 10/1/33 45,000 47 Sempra Energy, 6.00%, 2/1/13 85,000 89 Simon Property Group, 3.75%, 1/30/09 110,000 107 SLM Corporation, VR 2.30%, 1/26/09 125,000 125 3.66%, 4/1/09 90,000 91 Sprint Capital, 6.90%, 5/1/19 130,000 142 SunGard Data Systems, 3.75%, 1/15/09 65,000 63 Telefonos De Mexico, 4.50%, 11/19/08 55,000 55 Telus, 8.00%, 6/1/11 75,000 87 Transocean, 7.50%, 4/15/31 65,000 77 TXU Energy, VR, 2.838%, 1/17/06 55,000 55 Tyco International, 6.375%, 10/15/11 140,000 154 U.S. Bank, 2.87%, 2/1/07 105,000 103 U.S. Cellular, 6.70%, 12/15/33 165,000 166 Union Pacific, 6.50%, 4/15/12 95,000 105 UST, 6.625%, 7/15/12 140,000 154 Verizon Global Funding, 7.75%, 12/1/30 85,000 102 Webster Financial, 5.125%, 4/15/14 115,000 115 Wells Fargo, VR, 1.99%, 3/23/07 140,000 140 Western Power Distribution Holdings, 144A, 6.875%, 12/15/07 65,000 67 Weyerhaeuser 6.75%, 3/15/12 55,000 61 7.375%, 3/15/32 25,000 29 Wyeth, 6.50%, 2/1/34 75,000 78 XL Capital, 6.50%, 1/15/12 100,000 108 XTO Energy, 6.25%, 4/15/13 80,000 86 Yum! Brands, 7.70%, 7/1/12 115,000 135 Total Corporate Bonds (Cost $13,876) 14,159 ASSET-BACKED SECURITIES 0.3% Capital Auto Receivables Asset Trust, Series 2002-2 Class CERT, 4.18%, 10/15/07 83,157 84 Chase Manhattan Auto Owner Trust Series 2001-B, Class CTFS, 3.75%, 5/15/08 38,166 38 Series 2003-A, Class A4, 2.06%, 12/15/09 165,000 161 CIT RV Trust, Series 1998-A, Class A4, 6.09%, 2/15/12 66,200 66 Citibank Credit Card Issuance Trust Series 2001-C1, Class C1, VR, 2.68%, 1/15/10 135,000 137 Series 2004-C1, Class C1, VR, 2.75%, 7/15/13 300,000 301 Hyundai Auto Receivables Trust Series 2003-A, Class A4, 3.02%, 10/15/10 100,000 99 Series 2003-A, Class D, 4.06%, 10/15/10 50,000 50 MBNA Master Credit Card Trust II, Series 2000-D, Class C 144A, 8.40%, 9/15/09 250,000 275 Morgan Stanley Auto Loan Trust, Series 2004-HB1, Class C VR, 2.88%, 10/15/11 87,236 87 Peco Energy Transition Trust, Series 2001-A, Class A1 6.52%, 12/31/10 275,000 306 Reliant Energy Transition Bond, Series 2001-1, Class A4 5.63%, 9/15/15 175,000 185 World Financial Network, Series 2003-A, Class A2 VR, 2.47%, 5/15/12 225,000 226 Total Asset-Backed Securities (Cost $1,998) 2,015 NON-U.S. GOVERNMENT MORTGAGE-BACKED SECURITIES 0.6% Banc of America Commercial Mortgage, Series 2003-1 Class A2, CMO, 4.648%, 9/11/36 175,000 174 Bank of America Mortgage Securities Series 2003-L, Class 2A2, CMO, VR, 4.32%, 1/25/34 372,679 369 Series 2004-1, Class 3A2, CMO, VR, 5.008%, 10/25/34 145,399 147 Series 2004-A, Class 2A2, CMO, VR, 4.821%, 9/25/34 207,590 205 Series 2004-D, Class 2A2, CMO, VR, 4.224%, 5/25/34 116,853 116 Series 2004-H, Class 2A2, CMO, VR, 4.152%, 2/25/34 125,901 127 Bear Stearns Commercial Mortgage Securities, Series 2004-T14 Class A2, CMO, 4.17%, 1/12/41 575,000 575 Chase Funding Mortgage Loan, Series 2002-2, Class 1M1 5.599%, 9/25/31 40,000 41 Countrywide Asset-Backed Certificates, Series 2003-5 Class AF3, 3.613%, 4/25/30 180,000 180 Countrywide Home Loans, Series 2003-60, Class 2A1 CMO, VR, 5.017%, 2/25/34 56,694 57 DLJ Commercial Mortgage, Series 1999-CG2, Class A1B CMO, 7.30%, 6/10/32 200,000 223 GE Capital Commercial Mortgage, Series 2001-1, Class A2 CMO, 6.531%, 3/15/11 225,000 247 GMAC Commercial Mortgage Securities, Series 2001-C2 Class A2, CMO, 6.70%, 4/15/34 275,000 305 Greenwich Capital Commercial Funding, Series 2004-GG1A Class A2, CMO, 3.835%, 10/8/08 200,000 200 J.P. Morgan Chase Commercial Mortgage Series 2001-CIB2, Class A2, CMO, 6.244%, 4/15/35 175,000 186 Series 2001-CIBC, Class A3, CMO, 6.26%, 3/15/33 260,000 284 LB-UBS Commercial Mortgage Trust Series 2004-C2, Class A2, CMO, 3.246%, 3/15/29 300,000 290 Series 2004-C4, Class A2, CMO, VR, 4.567%, 5/15/29 275,000 279 Washington Mutual, Series 2004-AR1, Class A CMO, VR, 4.229%, 3/25/34 124,333 122 Total Non-U.S. Government Mortgage-Backed Securities (Cost $4,159) 4,127 FOREIGN GOVERNMENT OBLIGATIONS & MUNICIPALITIES 0.4% Asian Development Bank, 6.25%, 6/15/11 (AUD) 240,000 193 European Investment Bank, 5.75%, 9/15/09 (AUD) 580,000 456 Federal Republic of Germany, 5.00%, 5/20/05 (EUR) 720,000 966 Government of Canada, 5.25%, 6/1/12 (CAD) 895,000 799 Republic of Chile, 5.50%, 1/15/13 80,000 83 Republic of South Africa, 6.50%, 6/2/14 65,000 71 United Mexican States 6.375%, 1/16/13 95,000 100 VR, 2.29%, 1/13/09(ss.) 80,000 81 Total Foreign Government Obligations & Municipalities (Cost $2,441) 2,749 U.S. GOVERNMENT & AGENCY MORTGAGE-BACKED SECURITIES 3.0% U.S. Government Agency Obligations +/- 2.3% Federal Home Loan Mortgage 4.50%, 11/1/18 - 5/1/19 426,823 425 5.00%, 12/1/08 - 10/1/33 946,854 961 5.50%, 9/1 - 12/1/33 560,063 567 6.00%, 5/1/17 - 3/1/33 1,020,319 1,059 7.00%, 11/1/30 - 6/1/32 61,695 66 ARM, 4.577%, 9/1/32 68,679 69 CMO 4.50%, 3/15/16 600,000 597 5.50%, 4/15/28 475,000 490 CMO, IO, 4.50%, 7/15/11 - 5/15/16 578,000 64 TBA, 6.00%, 12/1/99 112,000 117 Federal National Mortgage Assn. 4.50%, 5/1/18 - 1/1/19 1,473,951 1,467 5.00%, 3/1 - 4/1/34 897,079 888 5.50%, 12/1/16 - 10/1/34 5,217,515 5,348 6.00%, 2/1/33 - 11/1/34 1,208,539 1,249 6.50%, 5/1/17 - 12/1/32 406,449 428 CMO 2.91%, 11/25/33 140,000 140 3.50%, 4/25/13 175,000 175 5.00%, 3/25/15 350,000 355 CMO, IO 5.50%, 11/25/28 126,042 8 6.50%, 2/1/32 60,066 12 TBA, 6.50%, 12/1/99 535,000 561 15,046 U.S. Government Obligations 0.7% Government National Mortgage Assn. 5.00%, 7/15 - 10/20/33 2,633,781 2,621 5.50%, 1/20 - 5/20/34 1,578,443 1,604 6.00%, 5/15/26 - 2/20/34 148,483 154 6.50%, 3/15/26 - 9/20/34 108,978 115 7.00%, 3/15/13 - 2/15/30 78,870 84 7.50%, 10/15/22 1,705 2 8.00%, 1/15/22 - 10/20/25 46,626 51 CMO, 2.946%, 3/16/19 145,000 140 4,771 Total U.S. Government & Agency Mortgage-Backed Securities (Cost $19,992) 19,817 U.S. GOVERNMENT AGENCY OBLIGATIONS (EXCLUDING MORTGAGE-BACKED) 2.8% U.S. Government Agency Obligations +/- 0.5% Federal Home Loan Bank, 5.75%, 5/15/12(ss.) 350,000 377 Federal Home Loan Mortgage 2.75%, 3/15/08(ss.) 375,000 365 4.625%, 2/15/07 (EUR) 470,000 650 5.125%, 7/15/12 155,000 162 Federal National Mortgage Assn. 3.25%, 8/15/08(ss.) 565,000 557 4.375%, 9/15/12(ss.) 250,000 247 6.00%, 5/15/11 375,000 410 7.125%, 1/15/30 240,000 293 3,061 U.S. Treasury Obligations 2.3% U.S. Treasury Bonds 5.375%, 2/15/31(ss.) 310,000 326 6.00%, 2/15/26(ss.) 645,000 723 6.25%, 8/15/23 - 5/15/30(ss.) 440,000 511 6.375%, 8/15/27(ss.)++ 175,000 206 8.50%, 2/15/20(ss.) 75,000 104 U.S. Treasury Inflation-Indexed Bonds, 2.375%, 1/15/25(ss.) 614,453 636 U.S. Treasury Notes 2.375%, 8/31/06(ss.) 4,600,000 4,555 3.25%, 8/15/07(ss.) 3,310,000 3,314 3.375%, 12/15/08(ss.) 400,000 398 3.50%, 11/15/06(ss.) 2,585,000 2,609 4.00%, 6/15/09(ss.) 1,575,000 1,598 4.25%, 11/15/13(ss.) 85,000 84 4.75%, 11/15/08(ss.) 270,000 282 5.00%, 8/15/11(ss.) 170,000 180 15,526 Total U.S. Government Agency Obligations (excluding Mortgage-Backed) (Cost $18,296) 18,587 MUNICIPAL BONDS 0.2% California Economic Recovery 5.00%, 7/1/23 (Tender 7/1/07) 55,000 58 5.00%, 7/1/23 (Tender 7/1/08) 60,000 65 GO, 5.25%, 4/1/34 55,000 57 Kansas Dev. Fin. Auth., Public Employee Retirement 5.501%, 5/1/34 (FSA Insured) 75,000 75 Massachusetts, GO, 5.25%, 8/1/15 (MBIA Insured) 225,000 249 New York State Urban Dev. Corp., Corrections & Youth Fac., 5.25%, 1/1/21 (Tender 1/1/09) 135,000 146 North Carolina, GO, 5.25%, 3/1/13 365,000 410 Oregon, Taxable Pension, 5.892%, 6/1/27 40,000 42 Total Municipal Bonds (Cost $1,104) 1,102 DOMESTIC BOND MUTUAL FUNDS 1.9% T. Rowe Price Institutional High Yield Fund, 6.92%p+ 1,140,745 12,662 Total Domestic Bond Mutual Funds (Cost $11,952) 12,662 SHORT-TERM INVESTMENTS 2.7% Money Market Fund 2.7% T. Rowe Price Reserve Investment Fund, 2.00% #+ 17,537,787 17,538 Total Short-Term Investments (Cost $17,538) 17,538 SECURITIES LENDING COLLATERAL 10.6% Money Market Pooled Account 2.0% Investment in money market pooled account managed by JP Morgan Chase Bank, London, 1.984% # 13,374,536 13,374 13,374 Money Market Trust 8.6% State Street Bank and Trust Company of New Hampshire N.A. Securities Lending Quality Trust units, 1.998% # 56,509,730 56,510 56,510 Total Securities Lending Collateral (Cost $69,884) 69,884 FUTURES CONTRACTS 0.0% Variation margin receivable (payable) on open futures contracts (2) (1) Total Futures Contracts (1) Total Investments in Securities 112.1% of Net Assets (Cost $602,151) $739,998 -------- (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 20, 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 $2,481 and represents 0.4% of net assets ADR American Depository Receipts ADS American Depository Shares ARM Adjustable Rate Mortgage AUD Australian dollar CAD Canadian dollar CHF Swiss franc CMO Collateralized Mortgage Obligation DKK Danish krone EUR Euro FSA Financial Security Assurance Inc. GBP British pound GDR Global Depository Receipts GDS Global Depository Shares GO General Obligation HKD Hong Kong dollar IO Interest Only security for which the fund receives interest on notional principal (par) JPY Japanese yen MBIA MBIA Insurance Corp. MXN Mexican peso MYR Malaysian ringgit NOK Norwegian krone NZD New Zealand dollar REIT Real Estate Investment Trust SEK Swedish krona SGD Singapore dollar STEP Stepped coupon bond for which the coupon rate of interest will adjust on specified future date(s) TBA To Be Announced security was purchased on a forward commitment basis VR Variable Rate (2) Open Futures Contracts at November 30, 2004 were as follows: ($ 000s) Contract Unrealized Expiration Value Gain (Loss) ----------- -------- ----------- Short, 9 U.S. Treasury five year contracts, $40 par of 6.375% U.S. Treasury Bond pledged as initial margin 3/05 $ (979) $ 1 Net payments (receipts) of variation margin to date (2) Variation margin receivable (payable) on open futures contracts $(1) ---- The accompanying notes are an integral part of these financial statements. T. Rowe Price Personal Strategy Growth 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 $29,490) $ 30,200 Non-affiliated companies (cost $572,661) 709,788 Total investments in securities 739,988 Other assets 4,018 Total assets 744,006 Liabilities Obligation to return securities lending collateral 69,884 Other liabilities 13,749 Total liabilities 83,633 NET ASSETS $ 660,373 ------------ Net Assets Consist of: Undistributed net investment income (loss) $ 7,685 Undistributed net realized gain (loss) (12,753) Net unrealized gain (loss) 137,855 Paid-in-capital applicable to 30,646,544 shares of $0.0001 par value capital stock outstanding; 1,000,000,000 shares of the Corporation authorized 527,586 NET ASSETS $ 660,373 ------------ NET ASSET VALUE PER SHARE $ 21.55 ------------ The accompanying notes are an integral part of these financial statements. T. Rowe Price Personal Strategy Growth Fund - -------------------------------------------------------------------------------- Unaudited STATEMENT OF OPERATIONS - -------------------------------------------------------------------------------- ($ 000s) 6 Months Ended 11/30/04 Investment Income (Loss) Income Dividend $ 6,042 Interest 1,632 Securities lending 70 Total income 7,744 Expenses Investment management 1,902 Shareholder servicing 918 Custody and accounting 145 Prospectus and shareholder reports 50 Registration 18 Legal and audit 9 Directors 3 Miscellaneous 5 Reductions/repayments of fees and expenses Investment management fees (waived) repaid 3 Total expenses 3,053 Net investment income (loss) 4,691 Realized and Unrealized Gain (Loss) Net realized gain (loss) Securities 7,888 Futures (110) Foreign currency transactions 31 Net realized gain (loss) 7,809 Change in net unrealized gain (loss) Securities 44,350 Futures 14 Other assets and liabilities denominated in foreign currencies 13 Change in net unrealized gain (loss) 44,377 Net realized and unrealized gain (loss) 52,186 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 56,877 ------------ The accompanying notes are an integral part of these financial statements. T. Rowe Price Personal Strategy Growth 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) $ 4,691 $ 6,529 Net realized gain (loss) 7,809 3,556 Change in net unrealized gain (loss) 44,377 75,962 Increase (decrease) in net assets from operations 56,877 86,047 Distributions to shareholders Net investment income - (6,129) Net realized gain - (266) Decrease in net assets from distributions - (6,395) Capital share transactions * Shares sold 116,241 225,218 Distributions reinvested - 6,366 Shares redeemed (122,063) (113,847) Increase (decrease) in net assets from capital share transactions (5,822) 117,737 Net Assets Increase (decrease) during period 51,055 197,389 Beginning of period 609,318 411,929 End of period $ 660,373 $ 609,318 --------- --------- (Including undistributed net investment income of $7,685 a 11/30/04 and $2,994 at 5/31/04) *Share information Shares sold 5,765 11,920 Distributions reinvested - 341 Shares redeemed (6,073) (6,056) Increase (decrease) in shares outstanding (308) 6,205 The accompanying notes are an integral part of these financial statements. T. Rowe Price Personal Strategy Growth 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 Growth 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 capital growth and a secondary emphasis on income. The fund pursues this objective by investing in a diversified portfolio typically consisting of about 80% stocks and 20% bonds and 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. In addition, trading in the portfolio securities of the fund may take place in various foreign markets on certain days (such as Saturday) when the fund is not open for business. On such days, these securities are valued in accordance with procedures adopted by the Board. 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 $2,000 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 an annual 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 $1,104,000, represents 18% 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 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 $67,964,000; aggregate collateral consisted of $69,884,000 in money market pooled accounts and U.S. government securities valued at $657,000. Other Purchases and sales of portfolio securities, other than short-term and U.S. government securities, aggregated $114,114,000 and $115,068,000, respectively, for the six months ended November 30, 2004. Purchases and sales of U.S. government securities aggregated $46,536,000 and $46,973,000, 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 $20,165,000 of unused capital loss carryforwards, of which $3,314,000 expire in fiscal 2010, $13,240,000 expire in fiscal 2011, and $3,611,000 expire in fiscal 2012. At November 30, 2004, the cost of investments for federal income tax purposes was $602,151,000. Net unrealized gain aggregated $137,855,000 at period-end, of which $148,191,000 related to appreciated investments and $10,336,000 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 0.30% 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 $347,000. 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 1.00%. 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 in the amount of $620,000 remain subject to repayment by the fund through September 30, 2006. 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, $140,000 for T. Rowe Price Services, Inc., and $580,000 for T. Rowe Price Retirement Plan Services, Inc. At period-end, a total of $149,000 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 $85,000, and the value of shares of the Reserve Funds held at November 30, 2004 and May 31, 2004 was $17,538,000 and $11,512,000, 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 Growth 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 $44,000 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 $1,743,000 and $8,516,000, respectively. Realized gains during the period were $104,000, and investment income during the period was $686,000. At November 30, 2004 and May 31, 2004, the value of shares of High Yield Fund held were $12,662,000 and $18,782,000, respectively. T. Rowe Price Personal Strategy Growth 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