Item 1. Report to Shareholders T. Rowe Price Tax-Efficient Multi-Cap Growth Fund - -------------------------------------------------------------------------------- February 29, 2004 Certified Annual Report - -------------------------------------------------------------------------------- This report is certified under the Sarbanes-Oxley Act of 2002, which requires that public companies, including mutual funds, affirm that the information provided in their annual and semiannual shareholder reports fully and fairly represents their financial position. T. Rowe Price Tax-Efficient Multi-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Annual Report Performance Comparison - -------------------------------------------------------------------------------- This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with benchmarks, which may include a broad-based market index and a peer group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages and indexes. [Graphic Omitted] TAX-EFFICIENT MULTI-CAP GROWTH FUND - -------------------------------------------------------------------------------- As of 2/29/04 Tax-Efficient Multi-Cap Growth Fund $9,880 Russell Midcap Growth Index $8,689 Lipper Mid-Cap Growth Funds Index $7,947 Lipper Mid-Cap Tax-Efficient Russell Midcap Growth Funds Multi-Cap Growth Index Index Growth Fund 12/00 10,000 10,000 10,000 2/01 8,743 8,615 9,250 2/02 7,288 7,214 8,600 2/03 5,690 5,476 6,660 2/04 8,689 7,947 9,880 Average Annual Compound Total Return - -------------------------------------------------------------------------------- Since Inception Periods Ended 2/29/04 1 Year 12/29/00 - -------------------------------------------------------------------------------- Tax-Efficient Multi-Cap Growth Fund 46.86%* -0.38% Lipper Mid-Cap Growth Funds Index 45.11 -7.01** Russell Midcap Growth Index 52.71 -4.34 * Adjusted to reflect a 1% redemption fee on shares held less than two years. Without the adjustment, the return would have been 48.35%. ** Since 12/31/00. 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 Tax-Efficient Multi-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Annual Report Dear Shareholder, We are pleased to report that your fund returned 46.86% in the 12-month period ended February 29, 2004. (The 12-month return has been adjusted to reflect a 1% redemption fee, which would apply if shares held less than two years were sold at the end of the period. Without the adjustment, the 12-month return would have been 48.35%.) The fund outperformed the Lipper Mid-Cap Growth Funds Index but trailed the Russell Midcap Growth Index, as shown in the table on the preceding page. As you know, the fund seeks to maximize after-tax growth of capital through investments primarily in common stocks of mid- and small-cap companies, but it has the flexibility to purchase some larger companies. Stock selection is based on a combination of fundamental, bottom-up analysis and top-down quantitative strategies in an effort to identify companies with superior long-term appreciation prospects. We generally use a growth approach, looking for companies with one or more of the following characteristics: a demonstrated ability to consistently increase revenues, earnings, and cash flow; capable management; attractive business niches; and a sustainable competitive advantage. The Major Index Returns table shows how various domestic market indexes performed over the fund's fiscal year. As you can see, the small-cap Russell 2000 Index produced very strong returns over the last 12 months. Large-cap stocks, as measured by the S&P 500 Stock Index, were less robust. Major Index Returns - -------------------------------------------------------------------------------- 12-Month Period Ended 2/29/04 Return - -------------------------------------------------------------------------------- S&P 500 Stock Index 38.52% S&P MidCap 400 Index 49.72 Russell 2000 Index 64.41 Nasdaq Composite Index 51.76 Top 5 Sectors - -------------------------------------------------------------------------------- Percent of Percent of Net Assets Net Assets Periods Ended 2/28/03 2/29/04 - -------------------------------------------------------------------------------- Information Technology 20.7% 26.5% Health Care 18.5 23.4 Consumer Discretionary 24.8 21.4 Financials 16.2 13.5 Industrials and Business Services 15.9 10.1 Historical weightings reflect current sector classifications. The Top 5 Sectors table shows how our largest sector allocations have changed over the last year. Our exposure to information technology and health care companies increased over the last year, while our allocations to the consumer discretionary, financials, and industrial and business services sectors decreased. Finally, I'm sure you are aware that mutual fund companies have recently come under scrutiny for their trading policies. The investigations have led to allegations that executives of several mutual fund companies permitted or engaged in improper mutual fund trading. In addition, certain intermediaries that process fund transactions are alleged to have assisted some investors in executing improper mutual fund trades. I want T. Rowe Price shareholders to know that we emphatically condemn the abuses that have been revealed or alleged against other firms in our industry. Our firm has not entered and will not enter into any agreements with any investors or intermediaries that authorize after-hours trading or excessive short-term trading in any of our funds. T. Rowe Price investors can be assured that our firm unequivocally opposes illegal or inappropriate trading of any nature and has policies and procedures in place designed to protect the best interests of our long-term shareholders. We have reviewed trading by T. Rowe Price personnel in the T. Rowe Price mutual funds over the last several years and did not uncover the existence of any of the abusive trading practices described in recent regulatory enforcement actions relating to fund portfolio managers and senior fund executives. You may find out more about our trading policies and the steps we take to protect your interests by visiting our Web site (troweprice.com). These policies are also spelled out in your fund's prospectus. Thank you for your continued support. Respectfully submitted, James S. Riepe Chairman March 30, 2004 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Annual Report February 29, 2004 Financial Highlights For a share outstanding throughout each period - -------------------------------------------------------------------------------- Year 12/29/00 Ended Through 2/29/04 2/28/03 2/28/02 2/28/01 NET ASSET VALUE Beginning of period $ 6.66 $ 8.60 $ 9.25 $ 10.00 Investment activities Net investment income (loss) (0.06)* (0.06)* (0.06)* (0.01)* Net realized and unrealized gain (loss) 3.28 (1.88) (0.59) (0.74) Total from investment activities 3.22 (1.94) (0.65) (0.75) NET ASSET VALUE End of period $ 9.88 $ 6.66 $ 8.60 $ 9.25 ------------------------------------------------------ Ratios/Supplemental Data Total return^ 48.35%* (22.56)%* (7.03)%* (7.50)%* Ratio of total expenses to average net assets 1.25%* 1.25%* 1.25%* 1.25%*! Ratio of net investment income (loss) to average net assets (0.80)%* (0.78)%* (0.78)%* (0.60)%*! Portfolio turnover rate 15.3% 27.0% 15.4% 10.4%! Net assets, end of period (in thousands) $ 26,663 $ 16,798 $ 19,256 $ 14,253 ^ 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 and payment of no redemption or account fees. * Excludes expenses in excess of a 1.25% contractual expense limitation in effect through 2/29/04. ! Annualized The accompanying notes are an integral part of these financial statements. T. Rowe Price Tax-Efficient Multi-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Annual Report February 29, 2004 Portfolio of Investments (ss.) Shares Value - -------------------------------------------------------------------------------- ($000s) COMMON STOCKS 100.0% CONSUMER DISCRETIONARY 21.4% Automobiles 0.6% Harley-Davidson 2,000 106 Winnebago 1,000 67 173 Hotels, Restaurants & Leisure 3.5% Carnival 1,500 66 International Game Technology 7,300 286 Marriott, Class A 3,700 165 Starbucks * 6,300 236 Station Casinos 3,500 132 The Cheesecake Factory * 1,100 52 937 Household Durables 0.4% Lennar, Class A 2,400 119 119 Internet & Catalog Retail 0.9% eBay * 3,400 234 234 Leisure Equipment & Products 0.7% Brunswick 1,500 59 Mattel 6,100 116 175 Media 8.1% Cox Radio, Class A * 4,700 103 Cumulus Media * 2,500 50 Dow Jones 1,300 63 EchoStar Communications, Class A * 1,500 54 Entercom Communications * 1,300 60 Harte-Hanks 2,900 64 Lamar Advertising, Class A * 1,400 56 McGraw-Hill 2,300 180 Meredith 4,000 201 New York Times, Class A 2,000 91 Omnicom 2,300 188 Radio One, Class D (Non Voting Shares) * 4,600 84 Regent Communications * 4,400 30 Salem Communications, Class A * 2,100 51 Scripps, Class A 1,600 156 Spanish Broadcasting, Class A * 9,500 106 Univision Communications, Class A * 6,375 227 Washington Post, Class B 200 179 Westwood One * 2,300 71 WPP Group ADR 2,400 135 2,149 Multiline Retail 2.1% 99 Cents Only Stores * 2,000 52 Dollar General 8,400 184 Dollar Tree Stores * 5,600 173 Family Dollar Stores 3,800 144 553 Specialty Retail 4.2% AutoZone * 1,300 117 Bed Bath & Beyond * 3,800 155 PETsMART 2,500 68 Ross Stores 6,400 205 Staples * 5,500 144 Tiffany 4,100 173 TJX 6,300 148 Williams-Sonoma * 3,500 112 1,122 Textiles, Apparel, & Luxury Goods 0.9% Coach * 2,200 87 Nike, Class B 2,000 147 234 Total Consumer Discretionary 5,696 CONSUMER STAPLES 2.9% Beverages 0.1% Cott * 500 15 15 Food & Staples Retailing 1.3% Costco Wholesale * 1,000 39 CVS 3,900 146 Duane Reade * 2,500 43 Sysco 2,800 111 339 Food Products 1.1% Delta Pine & Land 3,200 82 Hershey Foods 1,400 116 McCormick (Non Voting Shares) 500 16 Tootsie Roll Industries 1,030 38 Wrigley 1,000 56 308 Household Products 0.1% Clorox 500 23 23 Personal Products 0.3% Estee Lauder, Class A 2,200 94 94 Total Consumer Staples 779 ENERGY 1.2% Energy Equipment & Services 1.2% Baker Hughes 3,500 132 BJ Services * 2,500 108 Smith International * 1,500 76 Total Energy 316 FINANCIALS 13.5% Capital Markets 5.8% A.G. Edwards 400 15 AmeriTrade * 3,700 60 AMVESCAP ADR 3,000 49 Charles Schwab 8,100 99 Eaton Vance 2,100 81 Federated Investors, Class B 2,000 65 Franklin Resources 2,800 158 Investor's Financial Services 1,800 79 Janus Capital Group 2,500 43 Legg Mason 900 85 Lehman Brothers 758 66 Mellon Financial 3,500 113 Northern Trust 4,100 204 Raymond James Financial 600 23 SEI 1,300 46 State Street 5,100 274 Waddell & Reed Financial, Class A 3,100 80 1,540 Commercial Banks 1.4% Boston Private Financial 2,700 74 City National 700 44 Community First Bankshares 1,100 31 North Fork Bancorporation 500 21 Silicon Valley Bancshares * 1,000 34 Synovus Financial 3,600 90 UCBH Holdings 2,200 86 380 Consumer Finance 0.7% SLM Corporation 4,200 176 176 Diversified Financial Services 0.9% Moody's 3,800 254 254 Insurance 4.0% AFLAC 3,600 146 Ambac 2,100 164 Arthur J. Gallagher 1,200 40 Brown and Brown 1,000 37 Markel * 300 82 MBIA 1,550 102 Progressive Corporation 1,700 141 Renaissance Re Holdings 1,000 53 Triad Guaranty * 800 44 Willis Group Holdings 6,400 245 1,054 Real Estate 0.2% Jones Lang Lasalle * 2,300 55 Trammell Crow * 400 6 61 Thrifts & Mortgage Finance 0.5% MGIC Investment 1,000 66 Radian Group 1,300 57 123 Total Financials 3,588 HEALTH CARE 23.4% Biotechnology 3.5% Amgen * 616 39 Biogen Idec * 2,700 150 Cephalon * 1,800 107 Chiron * 500 25 Genzyme * 1,800 91 Gilead Sciences * 4,000 217 Human Genome Sciences * 1,500 19 MedImmune * 1,300 33 Millennium Pharmaceuticals * 2,500 45 Protein Design Labs * 1,000 24 Techne * 4,400 178 Vertex Pharmaceuticals * 1,500 17 945 Health Care Equipment & Supplies 7.8% Applied Biosystems Group - Applera 1,400 32 ArthroCare * 500 12 Becton, Dickinson 500 24 Biomet 5,350 209 C. R. Bard 200 19 Dentsply International 3,900 171 Edwards Lifesciences * 500 16 Guidant 3,000 204 Invitrogen * 2,200 162 Millipore * 1,400 73 ResMed * 1,400 66 Respironics * 1,500 78 St. Jude Medical * 2,800 203 Stryker 2,700 240 Varian Medical Systems * 2,900 243 Waters Corporation * 1,900 70 Zimmer Holdings * 3,300 250 2,072 Health Care Providers & Services 10.6% AmerisourceBergen 1,600 93 Anthem * 2,800 241 Caremark RX * 5,500 177 Coventry Health Care * 3,750 163 Davita * 3,000 137 Express Scripts * 1,500 109 Health Management, Class A 3,000 67 Henry Schein * 3,000 215 IMS Health 3,134 78 Laboratory Corporation of America * 1,900 74 Lincare Holdings * 2,900 94 McKesson HBOC 4,000 109 Medco * 2,000 65 Omnicare 4,800 221 Patterson Dental * 2,600 176 Quest Diagnostics 1,100 91 Renal Care Group * 4,100 191 UnitedHealth Group 820 51 WellChoice * 6,000 222 WellPoint Health Networks * 2,400 261 2,835 Pharmaceuticals 1.5% Allergan 2,000 175 Forest Laboratories * 2,800 211 386 Total Health Care 6,238 INDUSTRIALS & BUSINESS SERVICES 10.1% Aerospace & Defense 0.7% Mercury Computer Systems * 2,500 73 Rockwell Collins 3,600 117 190 Air Freight & Logistics 1.0% C.H. Robinson Worldwide 2,400 95 Expeditors International of Washington 3,000 115 UTi Worldwide 1,300 59 269 Commercial Services & Supplies 6.2% Apollo Group, Class A * 4,050 308 ARAMARK, Class B 1,000 28 Avery Dennison 1,400 89 Career Education * 4,000 200 ChoicePoint * 3,900 147 Cintas 2,700 115 Corinthian Colleges * 500 30 Corporate Executive Board * 1,500 75 Devry * 2,300 68 Education Management * 5,200 167 Equifax 3,000 79 ITT Educational Services * 2,000 76 Manpower 2,300 103 Robert Half International * 3,000 67 University of Phoenix Online * 1,000 80 Viad 1,300 32 1,664 Electrical Equipment 0.1% Franklin Electric 300 18 18 Industrial Conglomerates 0.3% Roper Industries 1,500 73 73 Machinery 1.7% Cuno * 1,600 68 Danaher 1,100 99 Donaldson 800 46 Dover 200 8 IDEX 1,300 55 ITT Industries 1,400 106 Kaydon 1,100 30 Pall 2,000 52 464 Road & Rail 0.1% Landstar Systems * 500 18 18 Total Industrials & Business Services 2,696 INFORMATION TECHNOLOGY 26.5% Communications Equipment 1.6% Corning * 8,000 100 JDS Uniphase * 18,000 88 Juniper Networks * 1,500 39 Plantronics * 1,700 68 QLogic * 1,500 63 Research In Motion * 800 79 437 Computer & Peripherals 1.8% Diebold 300 16 EMC * 11,000 157 Lexmark International, Class A * 2,500 206 Network Appliance * 4,100 89 468 Electronic Equipment & Instruments 1.2% CDW 1,500 104 Jabil Circuit * 500 14 Littelfuse * 1,000 33 Mettler-Toledo International * 800 35 Molex, Class A 3,000 80 National Instruments 450 15 Symbol Technologies 2,400 41 322 Internet Software & Services 2.7% InterActiveCorp * 6,000 196 Internet Security Systems * 500 9 Monster Worldwide * 4,500 99 Sina Com * 2,000 88 VeriSign * 8,000 139 Yahoo! * 4,500 200 731 IT Services 3.8% Affiliated Computer Services, Class A * 1,900 92 BISYS Group * 500 9 Certegy 4,600 157 Cognizant Technology Solutions, Class A * 500 24 DST Systems * 2,500 112 Fiserv * 4,100 158 Hewitt Associates, Class A * 300 10 Iron Mountain * 3,600 161 Paychex 3,900 125 Sabre Holdings 2,500 57 SunGard Data Systems * 4,000 116 1,021 Semiconductor & Semiconductor Equipment 7.0% Altera * 8,500 188 Analog Devices 4,400 220 Broadcom, Class A * 4,000 162 Intersil Holding, Class A 2,000 47 KLA-Tencor * 2,200 116 Lam Research * 3,200 82 Linear Technology 4,400 176 Marvell Technology Group * 1,000 46 Maxim Integrated Products 4,063 203 Microchip Technology 6,500 185 National Semiconductor * 2,000 79 Novellus Systems * 1,400 45 Semtech * 3,000 72 Xilinx * 5,500 231 1,852 Software 8.4% Adobe Systems 4,100 153 Barra 500 16 BEA Systems * 3,500 48 BMC Software * 5,000 98 Cadence Design Systems * 6,100 94 Check Point Software Technologies * 2,700 62 Cognos * 1,500 47 Computer Associates 7,900 210 Electronic Arts * 4,400 208 FactSet Research Systems 1,200 44 Fair Isaac 500 30 Intuit * 4,200 186 Jack Henry & Associates 500 9 Kronos * 3,750 126 Mercury Interactive * 3,400 165 NetIQ * 1,000 13 Network Associates * 4,500 79 PeopleSoft * 3,000 65 Red Hat * 3,500 63 Siebel Systems * 5,000 65 Symantec * 6,400 263 Synopsys * 2,700 80 VERITAS Software * 4,000 122 2,246 Total Information Technology 7,077 MATERIALS 1.0% Chemicals 1.0% Ecolab 4,800 131 Sigma Aldrich 1,200 69 Symyx Technologies * 800 21 Valspar 1,200 60 Total Materials 281 Total Common Stocks (Cost $17,945) 26,671 SHORT-TERM INVESTMENTS 0.2% Money Market Fund 0.2% T. Rowe Price Reserve Investment Fund, 1.10% # 35,942 36 Total Short-Term Investments (Cost $36) 36 SECURITIES LENDING COLLATERAL 2.7% Money Market Trust 2.7% State Street Bank and Trust Company of New Hampshire N.A. Securities Lending Quality Trust units, 1.16% # 717,465 718 Total Securities Lending Collateral (Cost $718) 718 Total Investments in Securities 102.9% of Net Assets (Cost $18,699) $ 27,425 --------------- (ss.) Denominated in U.S. dollar unless otherwise noted # Seven-day yield * Non-income producing ADR American Depository Receipts The accompanying notes are an integral part of these financial statements. T. Rowe Price Tax-Efficient Multi-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Annual Report February 29, 2004 Statement of Assets and Liabilities - -------------------------------------------------------------------------------- ($ 000s) Assets Investments in securities, at value (cost $18,699) $ 27,425 Other assets 35 Total assets 27,460 Liabilities Total liabilities 797 NET ASSETS $ 26,663 --------------- Net Assets Consist of: Undistributed net realized gain (loss) (7,152) Net unrealized gain (loss) 8,726 Paid-in-capital applicable to 2,697,507 shares of $0.0001 par value capital stock outstanding; 1,000,000,000 shares of the Corporation authorized 25,089 NET ASSETS $ 26,663 --------------- NET ASSET VALUE PER SHARE $ 9.88 --------------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Tax-Efficient Multi-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Annual Report Statement of Operations - -------------------------------------------------------------------------------- ($ 000s) Year Ended 2/29/04 Investment Income (Loss) Income Dividend $ 97 Securities lending 3 Total income 100 Expenses Investment management 146 Custody and accounting 102 Shareholder servicing 37 Registration 29 Legal and audit 15 Prospectus and shareholder reports 5 Directors 5 Miscellaneous 5 Reductions/repayments pursuant to expense limitation Investment management fees (waived) repaid (69) Total expenses 275 Net investment income (loss) (175) Realized and Unrealized Gain (Loss) Net realized gain (loss) on securitie (606) Change in net unrealized gain (loss) on securitie 9,041 Net realized and unrealized gain (loss) 8,435 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 8,260 -------------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Tax-Efficient Multi-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Annual Report Statement of Changes in Net Assets - -------------------------------------------------------------------------------- ($ 000s) Year Ended 2/29/04 2/28/03 Increase (Decrease) in Net Assets Operations Net investment income (loss) $ (175) $ (144) Net realized gain (loss) (606) (3,533) Change in net unrealized gain (loss) 9,041 (1,193) Increase (decrease) in net assets from operations 8,260 (4,870) Capital share transactions * Shares sold 4,043 4,964 Shares redeemed (2,441) (2,564) Redemption fees received 3 12 Increase (decrease) in net assets from capital share transactions 1,605 2,412 Net Assets Increase (decrease) during period 9,865 (2,458) Beginning of period 16,798 19,256 End of period $ 26,663 $ 16,798 ------------------------------------ *Share information Shares sold 464 638 Shares redeemed (289) (353) Increase (decrease) in shares outstanding 175 285 The accompanying notes are an integral part of these financial statements. T. Rowe Price Tax-Efficient Multi-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Annual Report February 29, 2004 Notes to Financial Statements - -------------------------------------------------------------------------------- Note 1 - SIGNIFICANT ACCOUNTING POLICIES T. Rowe Price Tax-Efficient Funds, Inc. (the corporation) is registered under the Investment Company Act of 1940 (the 1940 Act). The Tax-Efficient Multi-Cap Growth Fund (the fund), a diversified, open-end management investment company, is one portfolio established by the corporation and commenced operations on December 29, 2000. The fund seeks to maximize after-tax growth of capital through investments primarily in common stocks. 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 at the time the valuations are made. 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 ask prices. Investments in mutual funds are valued at the mutual fund's closing net asset value per share on the day of valuation. 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. 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. 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. Redemption Fees A 1% fee is assessed on redemptions of fund shares held less than 2 years. Such fees are withheld from redemption proceeds and retained by the fund, and have the primary effect of increasing paid-in capital. Investment Transactions, Investment Income, and Distributions Income and expenses are recorded on the accrual basis. 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. 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. 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. 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 a money market pooled account managed by the fund's lending agent 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 February 29, 2004, the value of loaned securities was $709,000; aggregate collateral consisted of $718,000 in the money market pooled account. Other Purchases and sales of portfolio securities, other than short-term securities, aggregated $4,855,000 and $3,344,000, respectively, for the year ended February 29, 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 significantly 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. There were no distributions in the year ended February 29, 2004. At February 29, 2004, the tax-basis components of net assets were as follows: - -------------------------------------------------------------------------------- Unrealized appreciation $ 8,898,000 Unrealized depreciation (183,000) Net unrealized appreciation (depreciation) 8,715,000 Capital loss carryforwards (7,141,000) Paid-in capital 25,089,000 Net assets $ 26,663,000 -------------------- The fund intends to retain realized gains to the extent of available capital loss carryforwards for federal income tax purposes. As of February 29, 2004, the fund had $142,000 of capital loss carryforwards that expire in fiscal 2006, $2,010,000 that expire in fiscal 2010, $3,882,000 that expire in fiscal 2011, and $1,107,000 that expire in fiscal 2012. For the year ended 2004, the fund recorded the following permanent reclassifications to reflect tax character. Reclassifications to paid-in capital relate primarily to the current net operating loss. Results of operations and net assets were not affected by these reclassifications. - -------------------------------------------------------------------------------- Undistributed net investment income $ 175,000 Paid-in capital (175,000) At February 29, 2004, the cost of investments for federal income tax purposes was $18,710,000. 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 0.35% 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 February 29, 2004, the effective annual group fee rate was 0.32%, and investment management fee payable totaled $10,000. The fund is also subject to a contractual expense limitation through February 29, 2004. 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 1.25%. Through February 28, 2006, 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. At February 29, 2004, management fees waived remain subject to repayment by the fund in the amount of $170,000 through February 28, 2006. In addition, the fund has entered into service agreements with Price Associates and a wholly owned subsidiary 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. Expenses incurred pursuant to these service agreements totaled $94,000 for the year ended February 29, 2004, of which $8,000 was payable at period-end. 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. 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 year ended February 29, 2004, dividend income from the Reserve Funds totaled $1,000. T. Rowe Price Tax-Efficient Multi-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Annual Report Report of Independent Auditors - -------------------------------------------------------------------------------- To the Board of Directors of T. Rowe Price Tax-Efficient Funds, Inc. and Shareholders of T. Rowe Price Tax-Efficient Multi-Cap Growth Fund In our opinion, the accompanying statement of asset and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of T. Rowe Price Tax-Efficient Multi-Cap Growth Fund (one of the portfolios comprising T. Rowe Price Tax-Efficient Funds, Inc., hereafter referred to as the "Fund") at February 29, 2004, and the results its operations, the changes in its net assets and the financial highlights for each of the fiscal periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at February 29, 2004 by correspondence with the custodian, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Baltimore, Maryland March 22, 2004 T. Rowe Price Tax-Efficient Multi-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Semiannual Report Information on Proxy Voting - -------------------------------------------------------------------------------- A description of the policies and procedures that the T. Rowe Price Tax-Efficient Multi-Cap Growth Fund uses to determine how to vote proxies relating to portfolio securities is available, without charge, upon request by calling 1-800-225-5132. It also appears in the fund's Statement of Additional Information (Form 485B), which can be found on the SEC's Web site, www.sec.gov. T. Rowe Price Tax-Efficient Multi-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Annual Report About the Fund's Directors and Officers - -------------------------------------------------------------------------------- Your fund is governed by a Board of Directors that meets regularly to review investments, performance, expenses, and other business matters, and is responsible for protecting the interests of shareholders. The majority of the fund's directors are independent of T. Rowe Price Associates, Inc. (T. Rowe Price); "inside" directors are officers of T. Rowe Price. The Board of Directors elects the fund's officers, who are listed in the final table. The business address of each director and officer is 100 East Pratt Street, Baltimore, MD 21202. The Statement of Additional Information includes additional information about the fund directors and is available without charge by calling a T. Rowe Price representative at 1-800-225-5132. Independent Directors Name (Year of Birth) Year Elected* Principal Occupation(s) During Past 5 Years and Directorships of Other Public Companies Anthony W. Deering (1945) 2001 Director, Chairman of the Board, President, and Chief Executive Officer, The Rouse Company, real estate developers; Director, Mercantile Bank (4/03 to present) Donald W. Dick, Jr. (1943) 1997 Principal, EuroCapital Advisors, LLC, an acquisition and management advisory firm David K. Fagin (1938) 1997 Director, Golden Star Resources Ltd., Canyon Resources Corp. (5/00 to present), and Pacific Rim Mining Corp. (2/02 to present); Chairman and President, Nye Corp. Karen N. Horn (1943) 2003 Managing Director and President, Global Private Client Services, Marsh Inc.; Managing Director and Head of International Private Banking, Bankers Trust; Director, Eli Lilly and Company F. Pierce Linaweaver (1934) 2001 President, F. Pierce Linaweaver & Associates, Inc., consulting environmental and civil engineers John G. Schreiber (1946) 2001 Owner/President, Centaur Capital Partners, Inc., a real estate investment company; Senior Advisor and Partner, Blackstone Real Estate Advisors, L.P.; Director, AMLI Residential Properties Trust, Host Marriott Corp., and The Rouse Company * Each independent director oversees 111 T. Rowe Price portfolios and serves until retirement, resignation, or election of a successor. Inside Directors Name (Year of Birth) Year Elected* [Number of T. Rowe Price Portfolios Overseen] Principal Occupation(s) During Past 5 Years and Directorships of Other Public Companies James A.C. Kennedy, CFA (1953) 1997 [43] Director and Vice President, T. Rowe Price and T. Rowe Price Group, Inc. James S. Riepe (1943) 1997 [111] Director and Vice President, T. Rowe Price; Vice Chairman of the Board, Director, and Vice President, T. Rowe Price Group, Inc.; Chairman of the Board and Director, T. Rowe Price Global Asset Management Limited, T. Rowe Price Global Investment Services Limited, T. Rowe Price Investment Services, Inc., T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Services, Inc.; Chairman of the Board, Director, President, and Trust Officer, T. Rowe Price Trust Company; Director, T. Rowe Price International, Inc.; Chairman of the Board, Tax-Efficient Funds M. David Testa, CFA, CIC (1944) 1997 [111] Director and Vice President, T. Rowe Price and T. Rowe Price Trust Company; Vice Chairman of the Board, Director, and Vice President, T. Rowe Price Group, Inc.; Chairman of the Board and Director, T. Rowe Price International, Inc.; Director, T. Rowe Price Global Asset Management Limited and T. Rowe Price Global Investment Services Limited * Each inside director serves until retirement, resignation, or election of a successor. Officers Name (Year of Birth) Title and Fund(s) Served Principal Occupation(s) Stephen V. Booth, CPA (1961) Vice President, Tax-Efficient Funds Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company Joseph A. Carrier, CPA (1960) Treasurer, Tax-Efficient Funds Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Investment Services, Inc. Roger L. Fiery III, CPA (1959) Vice President, Tax-Efficient Funds Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Trust Company, and T. Rowe Price International, Inc. Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Officers (continued) Name (Year of Birth) Title and Fund(s) Served Principal Occupation(s) Jill L. Hauser (1958) Vice President, Tax-Efficient Funds Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Henry H. Hopkins (1942) Vice President, Tax-Efficient Funds Director and Vice President, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; Vice President, T. Rowe Price, T. Rowe Price International, Inc., and T. Rowe Price Retirement Plan Services, Inc. Thomas J. Huber, CFA (1966) Vice President, Tax-Efficient Funds Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Patricia B. Lippert (1953) Secretary, Tax-Efficient Funds Assistant Vice President, T. Rowe Price and T. Rowe Price Investment Services, Inc. Hugh D. McGuirk, CFA (1960) Executive Vice President, Tax-Efficient Funds Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Mary J. Miller, CFA (1955) Vice President, Tax-Efficient Funds Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Donald J. Peters (1959) President, Tax-Efficient Funds Vice President, T. Rowe Price and T. Rowe Price Group, Inc. William T. Reynolds, CFA, CIC (1948) Vice President, Tax-Efficient Funds Director and Vice President, T. Rowe Price and T. Rowe Price Group, Inc.; Director, T. Rowe Price Global Asset Management Limited William J. Stromberg, CFA (1960) Vice President, Tax-Efficient Funds Vice President, T. Rowe Price and T. Rowe Price Group, Inc. Julie L. Waples (1970) Vice President, Tax-Efficient Funds Vice President, T. Rowe Price Mark R. Weigman, CFA, CIC (1962) Vice President, Tax-Efficient Funds Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Item 2. Code of Ethics. As of the end of the period covered by this report, the registrant has adopted 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. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report. Item 3. Audit Committee Financial Expert. The registrant's Board of Directors/Trustees has determined that Mr. David K. Fagin qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. Fagin is considered independent for purposes of Item 3 of Form N-CSR. Item 4. Principal Accountant Fees and Services. (a) - (d) Aggregate fees billed to the registrant for the last two fiscal years for professional services rendered by the registrant's principal accountant were as follows: 2004 2003 Audit Fees $7,781 $8,595 Audit-Related Fees 670 -- Tax Fees 2,169 2,174 All Other Fees 124 129 Audit fees include amounts related to the audit of the registrant's annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant's financial statements, specifically the issuance of a report on internal controls. Tax fees include amounts related to tax compliance, tax planning, and tax advice. Other fees include the registrant's pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant's Board of Directors/Trustees. (e)(1) The registrant's audit committee has adopted a policy whereby audit and non-audit services performed by the registrant's principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted. (2) No services included in (b) - (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Not applicable. (g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant's principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $719,000 and $671,000, respectively, and were less than the aggregate fees billed for those same periods by the registrant's principal accountant for audit services rendered to the T. Rowe Price Funds. (h) All non-audit services rendered in (g) above were pre-approved by the registrant's audit committee. Accordingly, these services were considered by the registrant's audit committee in maintaining the principal accountant's independence. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. Schedule of Investments. Not applicable. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. Not applicable. Item 9. Submission of Matters to a Vote of Security Holders. Not applicable. Item 10. 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 changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 11. Exhibits. (a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is attached. (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) 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 Tax-Efficient Funds, Inc. By /s/ James S. Riepe James S. Riepe Principal Executive Officer Date April 16, 2004 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 April 16, 2004 By /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer Date April 16, 2004