Item 1. Report to Shareholders DECEMBER 31, 2004 REAL ESTATE FUND Annual Report T. ROWE PRICE The views and opinions in this report were current as of December 31, 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 Real Estate Fund - -------------------------------------------------------------------------------- Fellow Shareholders Real estate securities enjoyed another strong year, with real estate investment trusts (REITs) advancing more than 30% on average for the second year in a row. Results for our sector of the market outperformed the broad Standard & Poor's 500 Stock Index for the fifth consecutive year. However, we caution investors that these returns are above the historical trend line and are unsustainable long term. Nevertheless, performance in 2004 is a telling example of the dangers of attempting to time markets after sterling returns the year before, and we encourage shareholders to remain diversified (see our comments under "Investment Strategy" below). Performance Comparison - -------------------------------------------------------------------------------- Periods Ended 12/31/04 6 Months 12 Months - -------------------------------------------------------------------------------- Real Estate Fund 26.74% 36.82% Wilshire Real Estate Securities Index 26.05 34.81 Lipper Real Estate Funds Index 24.87 32.13 Your fund delivered excellent absolute and relative returns over the 6- and 12-month periods ended December 31, 2004. Performance compared favorably with both the Lipper Real Estate Funds Index and the Wilshire Real Estate Securities Index, as can be seen in the accompanying table. While results were strong across the broad real estate spectrum, the fundamentals varied widely among different property types. For example, retail-oriented properties continued to experience strong demand, which translated into solid income gains, while office-related properties struggled with significant vacancies and falling rents. Although office and apartment properties faced challenging environments, the prospects for improving fundamentals led investors to reward these segments as well with sizable returns. DIVIDEND DISTRIBUTION On December 13, 2004, your fund's Board of Directors declared a fourth-quarter income dividend of $0.05 per share, bringing full-year distributions to $0.49. The fourth-quarter distribution was paid on December 15 to shareholders of record on December 13. Remember to use your Form 1099-DIV, not your year-end statement, for tax filing purposes. As reported on the 1099-DIV, a portion of the fund's income distribution was reclassified as a long-term capital gain. INVESTMENT STRATEGY We would like to welcome many new investors who joined the fund in 2004. In our previous letter to shareholders, we cautioned investors who had grown bearish on real estate stocks because of past performance that market-timing can be a mistake. Consequently, investors who ignored this segment of the market last year because of strong returns in 2003 found that their decision to time the market cost them dearly. We would like to reiterate that we are not market-timers ourselves since we regard it to be a futile exercise. It is important to remain diversified across various segments of the investment spectrum, and a well-diversified portfolio remains the best approach for investors with a long-term perspective. Although we have described our investment philosophy in prior letters, this is an opportune time to provide you with a brief outline of our investment objectives. We believe that real estate investments have a place within a broadly diversified portfolio of assets. Our focus as managers is to provide shareholders with a quality portfolio of commercial real estate opportunities that are diversified both by property type and by geography. It is our desire to identify, partner with, and invest in the best real estate franchises over the long term. We employ a risk-aware, fundamental bottom-up approach in our search for rewarding opportunities. Our focus on the long term has resulted in a turnover rate that has historically been well below our peer group average since the fund's inception. This strategy has served shareholders well over the years, as can be seen in the average annual compound total return table for the one-year, five-year, and since-inception periods ended December 31, 2004. The table, along with a graph showing the growth of $10,000 versus our benchmarks since the fund commenced operations in 1997, can be found following this letter. MARKET ENVIRONMENT AND STRATEGY The U.S. economy continued to show promising, yet uneven, signs of improvement in 2004. Despite stubbornly high energy prices, GDP grew at a healthy pace. Job creation advanced throughout the year, although somewhat sluggishly at times. Nonetheless, approximately two million jobs were created in 2004, and we stress again that job growth is crucial to the health of real estate as commercial properties rely on the demand fostered by economic growth and job formation. While the Fed raised short-term interest rates in increments from late-June through December, longer-term rates were virtually unchanged at the end of the year. In this environment, investors sought alternatives for higher potential returns, including real estate investments. Consequently, real estate properties and real estate securities benefited from strong demand. Historically, income distributions have provided the majority of returns in real estate securities, but price appreciation has accounted for the bulk of performance during the past two years. Overall earnings growth has been somewhat muted, implying that much of the appreciation was fueled by price/earnings expansion within our universe. As investors, we would prefer to see intrinsic earnings growth drive price appreciation rather than multiple expansion, and we caution that a compression of multiples is a risk in our sector. On the other hand, it is possible that earnings growth from improved property-level fundamentals could counterbalance the risk of compression. Fundamentally, we see improvement in some sectors that had previously suffered. Within the apartment and office sectors, occupancies have picked up in some areas. During a recovery, occupancies often increase before pricing power is achieved, which appears to be the case this time. As a result, the improvement in occupancy has taken place in an environment where rental rates are being challenged as leases expire and new rates are negotiated. Weakness in the office and apartment segments, however, stands in stark contrast to the strong fundamentals in retail properties that have been experiencing robust demand along with pricing power. Much has been made of the prices being paid for both real estate properties and securities. While it is easy to point to some valuations above historical averages, this situation is reflective of strong private market valuations. In other words, we see no obvious disconnect between public and private real estate valuations - although we cannot rule out the possibility that private market valuations are somewhat rich. These valuations have generated unusual opportunities for our public companies to harvest uncommon prices and profits. Many of our holdings are actively selling properties to private parties in an effort to create shareholder value. Indeed, companies such as Archstone-Smith Trust, Catellus Development, and Cousins Properties sold significant portions of their portfolios to private buyers and made special cash distributions to public shareholders as a result. We believe these are characteristic of the benefits available to public real estate companies that can dynamically exploit opportunities between public and private markets. PORTFOLIO REVIEW Retail property investments continued to make strong absolute contributions to performance, abetted by strength in the office, apartment, and lodging sectors whose fundamentals have not fared as well in the recent economic climate. We maintained a broadly diversified portfolio and thus benefited widely. Industry Diversification - -------------------------------------------------------------------------------- Percent of Net Assets 6/30/04 12/31/04 - -------------------------------------------------------------------------------- Office 19.0% 20.0% Apartment/Residential 19.4 17.8 Shopping Center 15.8 15.2 Regional Mall 10.2 11.9 Industrial 10.6 10.8 Lodging and Leisure 7.3 9.2 Diversified 8.1 5.5 Office and Industrial 4.1 3.2 Other Real Estate 0.7 2.1 Self Storage 1.7 1.6 Manufactured Housing 1.9 1.2 Other and Reserves 1.2 1.5 - -------------------------------------------------------------------------------- Total 100.0% 100.0% Historical weightings reflect current industry/sector classifications. Lodging continued to show signs of recovery, which has proven a challenging process in the post-9/11 environment. Property level fundamentals are benefiting from strong year-over-year growth, and companies are again focused on expanding and growing revenues, not just on cutting expenses. In our June 2004 letter, we mentioned that we had begun to increase our exposure to a lodging recovery. We had maintained positions in quality names such as Starwood Hotels & Resorts Worldwide and LaSalle Hotel Properties, which were nicely rewarded during the recovery; indeed the former was among the top-performing REITs in 2004. More recent additions, including Host Marriott, also provided impressive returns. We thought it encouraging that the company resumed paying dividends that were interrupted after 9/11. As total return investors, we welcome income distributions and are pleased to note that all of our holdings declared cash distributions in 2004. (Please refer to our portfolio of investments for a complete listing of fund holdings and the amount each represents of the portfolio.) Once again we are able to highlight the positive contributions of our retail holdings, including our largest position Simon Property Group. Despite some uncertainty in the U.S. economy, consumers have continued to spend, which has supported the retail sector. Exceptionally strong demand for quality retail properties was exhibited in the premium all-cash bid for our Rouse Company shares. While we benefited substantially as a result, we were nonetheless a bit saddened to part with our Rouse holding, which had been such a rewarding investment over time. We continue to see value in quality mall assets and reinvested some proceeds from the Rouse sale in Macerich and Mills. Macerich controls a collection of premier regional malls largely positioned in western states, while Mills holds a more broadly diversified portfolio of regional malls. Each investment has its own merits, with Macerich offering potential benefits from a portfolio of redevelopment opportunities while Mills provides unique opportunities to profit from ground-up development projects. We added shares of Plum Creek Timber, a REIT that holds about eight million acres of timberland. The company regularly seeks the best uses for its land and will sell acreage when it believes there is a better alternative use for it. For land that remains in Plum Creek's core business of producing timber, there is an excellent investment profile. Timber growers have the option to harvest and sell timber when the markets seem favorable, and an option to curtail sales when the markets are less cooperative. It can be beneficial in the long run to temporarily halt sales, since unharvested timber continues to grow, resulting in greater quantity and better product quality for harvesting when markets are again favorable. Prospects at the company appeared to be improving, and we felt the 2004 dividend increase reflected management's confidence. OUTLOOK Job creation should continue to expand, bringing with it brightening prospects for further real estate demand. The construction pipeline remains largely in balance, and a recovery in demand is crucial to maintaining the stream of property income. We are currently estimating modest single-digit earnings growth on average for real estate companies, based on a continuation of the economic recovery. We do note that rising interest rates can pose a risk to our sector, and that price/earnings compression can be a formidable threat even in the face of improving earnings, as mentioned earlier. Nevertheless, we are generally encouraged by signs of improving real estate fundamentals, which underpin the long-run prospects of continuing cash generation from our portfolio companies. As always, we appreciate your confidence in the fund and will remain focused on managing the portfolio with a long-term perspective. Respectfully submitted, David M. Lee President of the fund and chairman of its Investment Advisory Committee January 21, 2005 The committee chairman has day-to-day responsibility for managing the portfolio and works with committee members in developing and executing the fund's investment program. - -------------------------------------------------------------------------------- RISKS OF INVESTING The fund's share price can fall because of weakness in the stock market, 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. Funds that invest only in specific industries will experience greater volatility than funds investing in a broad range of industries. Due to its concentration in the real estate industry, the fund's share price could be more volatile than that of a fund with a broader investment mandate. Trends perceived to be unfavorable to real estate, such as changes in the tax laws or rising interest rates, could cause a decline in share prices. GLOSSARY Beta: A measure of the market risk of a portfolio showing how responsive the fund is to a given market index. By definition, the beta of the benchmark index is 1.00. A fund with a 1.10 beta is expected to perform 10% better than the index in up markets and 10% worse in down markets. Usually, higher betas represent riskier investments. Capitalization rate: A ratio, shown as a percentage rate, that estimates the present value of an income-producing asset. Riskier investments have higher capitalization rates and lower present values. Lipper indexes: Fund benchmarks that consist of a small number (10 or 30) of the largest mutual funds in a particular category as tracked by Lipper Inc. Price/earnings ratio (or multiple): A valuation measure calculated by dividing the price of a stock by its current or projected earnings per share. This ratio gives investors an idea of how much they are paying for current or future earnings power. Real estate investment trusts (REITs): Publicly traded companies that own, develop, and operate apartment complexes, hotels, office buildings, and other commercial properties. Wilshire Real Estate Securities Index: A market capitalization-weighted index composed of publicly traded real estate investment trusts and real estate operating companies. T. Rowe Price Real Estate Fund - -------------------------------------------------------------------------------- Portfolio Highlights - -------------------------------------------------------------------------------- TWENTY-FIVE LARGEST HOLDINGS Percent of Net Assets 12/31/04 - -------------------------------------------------------------------------------- Simon Property Group 5.1% Vornado Realty Trust 4.4 Equity Office Properties 4.2 Boston Properties 3.9 Archstone-Smith Trust 3.8 - -------------------------------------------------------------------------------- Equity Residential 3.5 ProLogis 3.2 Camden Property Trust 3.1 AMB Property 3.0 SL Green Realty 2.7 - -------------------------------------------------------------------------------- Starwood Hotels & Resorts Worldwide 2.7 CarrAmerica Realty 2.6 Avalonbay Communities 2.6 Regency Centers 2.5 EastGroup Properties 2.5 - -------------------------------------------------------------------------------- Weingarten Realty Investors 2.4 Kimco Realty 2.4 Essex Property Trust 2.2 Reckson Associates Realty 2.2 United Dominion Realty Trust 2.1 - -------------------------------------------------------------------------------- General Growth Properties 2.1 Developers Diversified Realty 2.0 New Plan Excel Realty 2.0 Duke Realty 2.0 Pan Pacific Retail Properties 1.9 - -------------------------------------------------------------------------------- Total 71.1% Note: Table excludes investments in the T. Rowe Price Reserve Investment Fund. T. Rowe Price Real Estate Fund - -------------------------------------------------------------------------------- Portfolio Highlights - -------------------------------------------------------------------------------- MAJOR PORTFOLIO CHANGES Listed in descending order of size 6 Months Ended 12/31/04 Largest Purchases Largest Sales - -------------------------------------------------------------------------------- Equity Office Properties Rouse ** Macerich Company * CBL & Associates Properties Simon Property Group General Growth Properties Camden Property Trust Archstone-Smith Trust Mills * Federal Realty Investment Trust Host Marriott Plum Creek Timber * St. Joe * * Position added ** Position eliminated T. Rowe Price Real Estate Fund - -------------------------------------------------------------------------------- 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] Real Estate Fund - -------------------------------------------------------------------------------- As of 12/31/04 Real Estate Fund $ 25,315 Wilshire Real Estate Securities Index $ 22,955 Lipper Real Estate Funds Index $ 21,508 Wilshire Lipper Real Estate Real Estate Real Securities Funds Estate Index Index Fund 10/31/97 $ 10,000 $ 10,000 $ 10,000 12/97 10,428 10,356 10,782 12/98 8,611 8,583 9,180 12/99 8,337 8,280 9,067 12/00 10,899 10,396 11,961 12/01 12,038 11,448 13,022 12/02 12,319 11,863 13,722 12/03 16,930 16,278 18,503 12/04 22,955 21,508 25,315 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. Since Inception Periods Ended 12/31/04 1 Year 5 Years 10/31/97 - -------------------------------------------------------------------------------- Real Estate Fund 36.82% 22.80% 13.84% Wilshire Real Estate Securities Index 34.81 22.31 12.21 Lipper Real Estate Funds Index 32.13 21.04 11.28 Current performance may be higher or lower 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. The fund charges a 1% redemption fee on shares held 90 days or less. The performance information does not reflect the deduction of redemption fees; it it did, performance would be lower. 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. T. Rowe Price Real Estate Fund - -------------------------------------------------------------------------------- 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 actual expenses. 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 Real Estate Fund - -------------------------------------------------------------------------------- Beginning Ending Expenses Paid Account Value Account Value During Period* 7/1/04 12/31/04 7/1/04 to 12/31/04 - -------------------------------------------------------------------------------- Actual $1,000 $1,267.40 $5.13 Hypothetical (assumes 5% return before expenses) 1,000 1,020.61 4.57 *Expenses are equal to the fund's annualized expense ratio for the six-month period (0.90%), multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (184) divided by the days in the year (366) to reflect the half-year period. T. Rowe Price Real Estate Fund - -------------------------------------------------------------------------------- Financial Highlights For a share outstanding throughout each period - -------------------------------------------------------------------------------- Investor Class Year Ended 12/31/04 12/31/03 12/31/02 12/31/01 12/31/00 NET ASSET VALUE Beginning of period $ 13.65 $ 10.62 $ 10.54 $ 10.19 $ 8.11 Investment activities Net investment income (loss) 0.43 0.36 0.38* 0.42* 0.38* Net realized and unrealized gain (loss) 4.49 3.26 0.19** 0.46 2.16 Total from investment activities 4.92 3.62 0.57 0.88 2.54 Distributions Net investment income (0.49) (0.52) (0.47) (0.53) (0.38) Net realized gain (0.18) (0.05) - - - Tax return of capital - (0.02) (0.02) - (0.09) Total distributions (0.67) (0.59) (0.49) (0.53) (0.47) Redemption fees added to paid-in-capital - - - - 0.01 NET ASSET VALUE End of period $ 17.90 $ 13.65 $ 10.62 $ 10.54 $ 10.19 ------------------------------------------------- Ratios/Supplemental Data Total return^ 36.82% 34.84% 5.38%* 8.87%* 31.92%* Ratio of total expenses to average net assets 0.90% 1.00% 1.00%* 1.00%* 1.00%* Ratio of net investment income (loss) to average net assets 2.74% 3.49% 4.07%* 4.09%* 4.61%* Portfolio turnover rate 8.4% 4.5% 9.8% 37.2% 19.0% Net assets, end of period (in thousands) $641,014 $291,066 $131,736 $ 68,720 $53,703 ^ 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 0.90% contractual expense limitation in effect through 4/30/06 and expenses in excess of 1.00% contractual expense limitation in effect through 12/31/03. ** The amount presented is calculated pursuant to a methodology prescribed by the Securities and Exchange Commission for a share outstanding throughout the period. This amount is inconsistent with the fund's aggregate gains and losses because of the timing of sales and redemptions of fund shares in relation to fluctuating market values for the investment portfolio. The accompanying notes are an integral part of these financial statements. T. Rowe Price Real Estate Fund - -------------------------------------------------------------------------------- December 31, 2004 Portfolio of Investments (1) Shares Value - -------------------------------------------------------------------------------- (Cost and value in $ 000s) COMMON STOCKS 98.5% REAL ESTATE 98.5% Apartment/ Residential 17.8% Archstone-Smith Trust, REIT 635,000 24,321 Avalonbay Communities, REIT 218,000 16,415 Camden Property Trust, REIT 387,000 19,737 Equity Residential, REIT 616,000 22,287 Essex Property Trust, REIT 169,000 14,162 Gables Residential Trust, REIT 92,000 3,293 United Dominion Realty Trust, REIT 553,000 13,714 113,929 Diversified 5.5% Cousins Properties, REIT 217,000 6,569 Vornado Realty Trust, REIT 373,000 28,396 34,965 Industrial 10.8% AMB Property, REIT 479,000 19,347 Catellus Development, REIT 252,000 7,711 Centerpoint Properties, REIT 120,000 5,747 EastGroup Properties, REIT 418,000 16,018 ProLogis, REIT 467,000 20,235 69,058 Lodging & Leisure 9.2% Hilton 270,000 6,140 Host Marriott, REIT 679,000 11,747 LaSalle Hotel Properties, REIT 230,000 7,321 Marriott, Class A 149,000 9,384 Starwood Hotels & Resorts Worldwide, Class B 291,000 16,994 Strategic Hotel Capital, REIT 463,000 7,639 59,225 Manufactured Housing 1.2% Sun Communities, REIT 197,000 7,929 7,929 Office 20.0% Arden Realty, REIT 278,000 10,486 Boston Properties, REIT 390,000 25,221 CarrAmerica Realty, REIT 501,000 16,533 Equity Office Properties, REIT 923,000 26,878 Mack-Cali Realty, REIT 193,000 8,884 Maguire Properties, REIT 339,000 9,309 Reckson Associates Realty, REIT 427,000 14,010 SL Green Realty, REIT 283,000 17,136 128,457 Office & Industrial 3.2% Duke Realty, REIT 374,000 12,768 Kilroy Realty, REIT 188,000 8,037 20,805 Other Real Estate 2.1% Plum Creek Timber, REIT 167,000 6,420 St. Joe 112,000 7,190 13,610 Regional Mall 11.9% CBL & Associates Properties, REIT 132,000 10,078 General Growth Properties, REIT 378,000 13,668 Macerich Company, REIT 186,000 11,681 Mills, REIT 131,000 8,353 Simon Property Group, REIT 504,000 32,594 76,374 Self Storage 1.6% Public Storage, REIT 179,000 9,979 9,979 Shopping Center 15.2% Developers Diversified Realty, REIT 293,000 13,000 Federal Realty Investment Trust, REIT 226,000 11,673 Kimco Realty, REIT 268,000 15,541 New Plan Excel Realty, REIT 475,000 12,863 Pan Pacific Retail Properties, REIT 194,000 12,164 Regency Centers, REIT 294,000 16,288 Weingarten Realty Investors, REIT 391,000 15,679 97,208 Total Real Estate 631,539 Total Common Stocks (Cost $459,858) 631,539 SHORT-TERM INVESTMENTS 2.0% Money Market Fund 2.0% T. Rowe Price Reserve Investment Fund, 2.28% #! 13,208,595 13,209 Total Short-Term Investments (Cost $13,209) 13,209 Total Investments in Securities 100.5% of Net Assets (Cost $473,067) $644,748 -------- (1) Denominated in U.S. dollars unless otherwise noted # Seven-day yield ! Affiliated company - See Note 4 REIT Real Estate Investment Trust The accompanying notes are an integral part of these financial statements. T. Rowe Price Real Estate Fund - -------------------------------------------------------------------------------- December 31, 2004 Statement of Assets and Liabilities - -------------------------------------------------------------------------------- (In thousands except shares and per share amounts) Assets Investments in securities, at value Affiliated companies (cost $13,209) $ 13,209 Non-affiliated companies (cost $459,858) 631,539 Total investments in securities 644,748 Other assets 5,938 Total assets 650,686 Liabilities Total liabilities 9,422 NET ASSETS $ 641,264 --------------- Net Assets Consist of: Undistributed net realized gain (loss) $ 2,337 Net unrealized gain (loss) 171,681 Paid-in-capital applicable to 35,827,506 shares of $0.0001 par value capital stock outstanding; 1,000,000,000 shares authorized 467,246 NET ASSETS $ 641,264 --------------- NET ASSET VALUE PER SHARE Investor Class ($641,014,385/35,813,539 shares outstanding) $ 17.90 --------------- Advisor Class ($250,000/13,967 shares outstanding) $ 17.90 --------------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Real Estate Fund - -------------------------------------------------------------------------------- Statement of Operations - -------------------------------------------------------------------------------- ($ 000s) Year Ended 12/31/04 Investment Income (Loss) Dividend income $ 15,122 Expenses Investment management 2,546 Shareholder servicing 832 Custody and accounting 108 Prospectus and shareholder reports 96 Registration 75 Legal and audit 12 Directors 6 Miscellaneous 6 Reductions/repayments of fees and expenses Investment management fees (waived) repaid 56 Total expenses 3,737 Net investment income (loss) 11,385 Realized and Unrealized Gain (Loss) Net realized gain (loss) on securities 10,788 Change in net unrealized gain (loss) on securities 119,162 Net realized and unrealized gain (loss) 129,950 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 141,335 --------------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Real Estate Fund - -------------------------------------------------------------------------------- Statement of Changes in Net Assets - -------------------------------------------------------------------------------- ($ 000s) Year Ended 12/31/04 12/31/03 Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 11,385 $ 6,795 Net realized gain (loss) 10,788 3,084 Change in net unrealized gain (loss) 119,162 50,320 Increase (decrease) in net assets from operations 141,335 60,199 Distributions to shareholders Net investment income (13,530) (8,868) Net realized gain (6,207) (985) Tax return of capital - (388) Decrease in net assets from distributions (19,737) (10,241) Capital share transactions * Shares sold Investor Class 320,217 140,631 Advisor Class 250 - Distributions reinvested Investor Class 17,650 9,296 Shares redeemed Investor Class (109,735) (40,621) Redemption fees received Investor Class 218 66 Increase (decrease) in net assets from capital share transactions 228,600 109,372 Net Assets Increase (decrease) during period 350,198 159,330 Beginning of period 291,066 131,736 End of period $ 641,264 $ 291,066 --------- --------- (Including undistributed net investment income of $0 at 12/31/04 and $0 at 12/31/03) T. Rowe Price Real Estate Fund - -------------------------------------------------------------------------------- Statement of Changes in Net Assets - -------------------------------------------------------------------------------- ($ 000s) Year Ended 12/31/04 12/31/03 *Share information Shares sold Investor Class 20,904 11,591 Advisor Class 14 - Distributions reinvested Investor Class 1,112 751 Shares redeemed Investor Class (7,528) (3,416) Increase (decrease) in shares outstanding 14,502 8,926 The accompanying notes are an integral part of these financial statements. T. Rowe Price Real Estate Fund - -------------------------------------------------------------------------------- December 31, 2004 Notes to Financial Statements - -------------------------------------------------------------------------------- NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES T. Rowe Price Real Estate Fund, Inc. (the fund) is registered under the Investment Company Act of 1940 (the 1940 Act) as a diversified, open-end management investment company. The fund seeks to provide long-term growth through a combination of capital appreciation and current income. The fund has two classes of shares: the Real Estate Fund original share class, referred to in this report as the Investor Class, offered since October 31, 1997, and Real Estate Fund--Advisor Class (Advisor Class), offered since December 31, 2004. Advisor Class shares are sold only through unaffiliated brokers and other unaffiliated financial intermediaries that are compensated by the class for distribution, shareholder servicing, and/or certain administrative services under a Board-approved Rule 12b-1 plan. Each class has exclusive voting rights on matters related solely to that class, separate voting rights on matters that relate to both classes, and, in all other respects, the same rights and obligations as the other class. 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. Investments in mutual funds are valued at the mutual fund's closing net asset value per share on the day of valuation. Other investments, including restricted securities, 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. Class Accounting The Advisor Class pays distribution, shareholder servicing, and/or certain administrative expenses in the form of Rule 12b-1 fees, in an amount not exceeding 0.25% of the class's average daily net assets; no such fees were incurred during the period ended December 31, 2004. Shareholder servicing, prospectus, and shareholder report expenses incurred by each class are charged directly to the class to which they relate. Expenses common to both classes, investment income, and realized and unrealized gains and losses are allocated to the classes based upon the relative daily net assets of each class. 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 $40,000 for the year ended December 31, 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. Redemption Fees A 1% fee is assessed on redemptions of Investor Class fund shares held less than 6 months to deter short-term trading and protect the interests of long-term shareholders. Redemption fees are withheld from proceeds that shareholders receive from the sale or exchange of fund shares. The fees are paid to the fund, and have the primary effect of increasing paid-in capital. The fees may cause the redemption price per share to differ from the net asset value per share. Investment Transactions, Investment Income, and Distributions Income and expenses are recorded on the accrual basis. 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. Distributions to shareholders are recorded on the ex-dividend date. Income distributions are declared and paid by each class on a quarterly 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 Purchases and sales of portfolio securities, other than short-term securities, aggregated $261,934,000 and $34,875,000, respectively, for the year ended December 31, 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. Distributions during the year ended December 31, 2004 were characterized as follows for tax purposes: - -------------------------------------------------------------------------------- Ordinary income $ 13,530,000 Long-term capital gain 6,207,000 Total distributions $ 19,737,000 -------------- At December 31, 2004, the tax-basis components of net assets were as follows: - -------------------------------------------------------------------------------- Net unrealized appreciation (depreciation) $ 171,681,000 Undistributed long-term capital gain 2,337,000 Paid-in capital 467,246,000 Net assets $ 641,264,000 -------------- For the year ended December 31, 2004, the fund recorded the following permanent reclassifications to reflect tax character. Reclassifications to paid-in capital relate primarily to a tax practice that treats a portion of the proceeds from each redemption of capital shares as a distribution of taxable net investment income and/or realized capital gain. Reclassifications between income and gain relate primarily to the character of dividends received from REIT investments. Results of operations and net assets were not affected by these reclassifications. - -------------------------------------------------------------------------------- Undistributed net investment income $ 2,145,000 Undistributed net realized gain (2,244,000) Paid-in capital 99,000 At December 31, 2004, the cost of investments for federal income tax purposes was $473,067,000. 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 0.30% 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 December 31, 2004, the effective annual group fee rate was 0.31%, and investment management fee payable totaled $352,000. The Investor Class is also subject to a contractual expense limitation through April 30, 2006. During the limitation period, the manager is required to waive its management fee and reimburse the class for any expenses, excluding interest, taxes, brokerage commissions, and extraordinary expenses, that would otherwise cause the class's ratio of total expenses to average net assets (expense ratio) to exceed its expense limitation of 0.90%. Through April 30, 2008, the class 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 class's expense ratio to exceed its expense limitation. Pursuant to this agreement, at December 31, 2004, management fees waived in the amount of $66,000 remain subject to repayment through December 31, 2005. 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 prices 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 Investor Class. For the year ended December 31, 2004, expenses incurred pursuant to these service agreements were $64,000 for Price Associates, $464,000 for T. Rowe Price Services, Inc., and $110,000 for T. Rowe Price Retirement Plan Services, Inc. At period-end, a total of $77,000 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 year ended December 31, 2004, dividend income from the Reserve Funds totaled $116,000, and the value of shares of the Reserve Funds held at December 31, 2004 and December 31, 2003 was $13,209,000 and $6,459,000, respectively. As of December 31, 2004, T. Rowe Price Group, Inc. and/or its wholly owned subsidiaries owned 13,967 shares of the Advisor Class, representing less than 1% of the fund's net assets. T. Rowe Price Real Estate Fund - -------------------------------------------------------------------------------- Report of Independent Registered Public Accounting Firm - -------------------------------------------------------------------------------- To the Board of Directors and Shareholders of T. Rowe Price Real Estate Fund, Inc. In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of T. Rowe Price Real Estate Fund, Inc. (the "Fund") at December 31, 2004, and the results of its operations, the changes in its net assets and the financial highlights for each of the fiscal periods presented, in conformity with accounting principles generally accepted in the United States 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 the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2004 by correspondence with the custodian, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Baltimore, Maryland February 11, 2005 T. Rowe Price Real Estate Fund - -------------------------------------------------------------------------------- Tax Information (Unaudited) for the Tax Year Ended 12/31/04 - -------------------------------------------------------------------------------- We are providing this information as required by the Internal Revenue Code. The amounts shown may differ from those elsewhere in this report because of differences between tax and financial reporting requirements. The fund's distributions to shareholders included: o $2,145,000 from short-term capital gains, o $6,305,000 from long-term capital gains, of which $5,075,000 was subject to the 15% rate gains category, and $1,230,000 to the 25% rate gains category. For taxable non-corporate shareholders, $590,000 of the fund's income represents qualified dividend income subject to the 15% rate category. For corporate shareholders, $272,000 of the fund's income qualifies for the dividends-received deduction. 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. T. Rowe Price Real Estate Fund - -------------------------------------------------------------------------------- About the Fund's Directors and Officers - -------------------------------------------------------------------------------- Your fund is governed by a Board of Directors that meets regularly to review investments, performance, compliance matters, advisory fees, expenses, and other business affairs, 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) Principal Occupation(s) During Past 5 Years Year Elected * and Directorships of Other Public Companies Anthony W. Deering Director, Chairman of the Board, President, and (1945) Chief Executive Officer, The Rouse Company, real 2001 estate developers; Director, Mercantile Bank (4/03 to present) Donald W. Dick, Jr. Principal, EuroCapital Advisors, LLC, an (1943) acquisition and management advisory firm 1997 David K. Fagin Director, Golden Star Resources Ltd., Canyon (1938) Resources Corp. (5/00 to present), and Pacific 1997 Rim Mining Corp. (2/02 to present); Chairman and President, Nye Corp. Karen N. Horn Managing Director and President, Global Private (1943) Client Services, Marsh Inc. (1999-2003); Managing 2003 Director and Head of International Private Banking, Bankers Trust (1996-1999); Director, Eli Lilly and Company and Georgia Pacific (5/04 to present) F. Pierce Linaweaver President, F. Pierce Linaweaver & Associates, (1934) Inc., consulting environmental and civil engineers 2001 John G. Schreiber Owner/President, Centaur Capital Partners, Inc., a (1946) real estate investment company; Partner, 2001 Blackstone Real Estate Advisors, L.P.; Director, AMLI Residential Properties Trust and The Rouse Company, real estate developers *Each independent director oversees 112 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 Principal Occupation(s) During Past 5 Years Portfolios Overseen] and Directorships of Other Public Companies James A.C. Kennedy, CFA Director and Vice President, T. Rowe Price and (1953) T. Rowe Price Group, Inc.; Director, T. Rowe 1997 Price Global Investment Services Limited and [43] T. Rowe Price International, Inc. James S. Riepe Director and Vice President, T. Rowe Price; Vice (1943) Chairman of the Board, Director, and Vice 1997 President, T. Rowe Price Group, Inc.; Chairman of [112] 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, Real Estate Fund *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 W. Boesel (1944) Vice President, T. Rowe Price, T. Rowe Vice President, Real Estate Fund Price Group, Inc., and T. Rowe Price Trust Company Stephen V. Booth, CPA (1961) Vice President, T. Rowe Price, T. Rowe Vice President, Real Estate Fund Price Group, Inc., and T. Rowe Price Trust Company Joseph A. Carrier (1960) Vice President, T. Rowe Price, T. Rowe Treasurer, Real Estate Fund Price Group, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Trust Company Anna M. Dopkin, CFA (1967) Vice President, T. Rowe Price and Vice President, Real Estate Fund T. Rowe Price Group, Inc. Joseph B. Fath, CPA (1971) Vice President, T. Rowe Price; formerly Vice President, Real Estate Fund intern, T. Rowe Price (to 2001); Chief Financial Officer and Cofounder, Broadform, Inc. (to 2000) Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least five years. Roger L. Fiery III, CPA (1959) Vice President, T. Rowe Price, T. Rowe Vice President, Real Estate Fund Price Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Trust Company John R. Gilner (1961) Chief Compliance Officer and Vice Chief Compliance Officer, President, T. Rowe Price; Vice Real Estate Fund President, T. Rowe Price Investment Services, Inc., and T. Rowe Price Group, Inc. Gregory S. Golczewski (1966) Vice President, T. Rowe Price and Vice President, Real Estate Fund T. Rowe Price Trust Company Henry H. Hopkins (1942) Director and Vice President, T. Rowe Vice President, Real Estate Fund Price Investment Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price International, Inc., and T. Rowe Price Retirement Plan Services, Inc. Thomas J. Huber, CFA (1966) Vice President, T. Rowe Price and Vice President, Real Estate Fund T. Rowe Price Group, Inc. David M. Lee, CFA (1962) Vice President, T. Rowe Price and President, Real Estate Fund T. Rowe Price Group, Inc. Patricia B. Lippert (1953) Assistant Vice President, T. Rowe Price Secretary, Real Estate Fund and T. Rowe Price Investment Services, Inc. Philip A. Nestico (1976) Vice President, T. Rowe Price Vice President, Real Estate Fund Charles M. Ober, CFA (1950) Vice President, T. Rowe Price and Vice President, Real Estate Fund T. Rowe Price Group, Inc. Theodore E. Robson, CFA (1965) Vice President, T. Rowe Price, T. Rowe Vice President, Real Estate Fund Price Group, Inc., and T. Rowe Price International, Inc. Julie L. Waples (1970) Vice President, T. Rowe Price Vice President, Real Estate Fund 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. 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 $6,382 $8,057 Audit-Related Fees 890 468 Tax Fees 1,731 2,092 All Other Fees - 124 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) Less than 50 percent of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. (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 $903,000 and $821,000, 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. 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 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) 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 Real Estate Fund, Inc. By /s/ James S. Riepe ----------------------------------- James S. Riepe Principal Executive Officer Date February 18, 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 February 18, 2005 By /s/ Joseph A. Carrier ----------------------------------- Joseph A. Carrier Principal Financial Officer Date February 18, 2005