Item 1. Report to Shareholders T. Rowe Price Diversified Mid-Cap Growth Fund - -------------------------------------------------------------------------------- June 30, 2004 Certified Semiannual 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 Diversified Mid-Cap Growth Fund - ------------------------------------------------------------------------------ Certified Semiannual Report (Unaudited) FINANCIAL HIGHLIGHTS For a share outstanding throughout the period - ------------------------------------------------------------------------------ 12/31/03 Through 6/30/04 NET ASSET VALUE Beginning of period $ 10.00 Investment activities Net investment income (loss) (0.03)* Net realized and unrealized gain (loss) 0.65 Total from investment activities 0.62 NET ASSET VALUE End of period $ 10.62 ----------------- Ratios/Supplemental Data Total return^ 6.20%* Ratio of total expenses to average net assets 1.25%+* Ratio of net investment income (loss) to average net assets (0.71)%+* Portfolio turnover rate 4.0%+ Net assets, end of period (in thousands) $ 34,012 ^ Total return reflects the rate that an investor would have earned on an investment in the fund during the period, assuming reinvestment of all distributions. * Excludes expenses in excess of a 1.25% contractual expense limitation in effect through 4/30/06. + Annualized The accompanying notes are an integral part of these financial statements. T. Rowe Price Diversified Mid-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Semiannual Report (Unaudited) June 30, 2004 PORTFOLIO OF INVESTMENTS (1) Shares Value - -------------------------------------------------------------------------------- (Cost and value in $ 000s) COMMON STOCKS 99.6% CONSUMER DISCRETIONARY 20.8% Auto Components 0.2% Gentex 1,900 75 75 Automobiles 0.6% Harley-Davidson 1,300 80 Thor Industries 1,600 54 Winnebago ss. 1,800 67 201 Hotels, Restaurants & Leisure 4.1% Alliance Gaming * 3,700 63 Hilton 2,200 41 International Game Technology 5,600 216 Marriott, Class A 4,200 210 Multimedia Games *ss. 1,800 48 Outback Steakhouse 1,500 62 Royal Caribbean Cruises ss. 2,900 126 Ruby Tuesday 1,600 44 Shuffle Master *ss. 3,399 123 Starbucks * 3,100 135 Station Casinos 4,000 194 The Cheesecake Factory *ss. 1,600 64 Wynn Resorts *ss. 1,700 66 1,392 Household Durables 1.9% Centex 2,800 128 Jarden * 1,700 61 KB Home 900 62 Lennar, Class A 3,800 170 Pulte 2,000 104 Toll Brothers * 3,000 127 652 Leisure Equipment & Products 0.6% Brunswick 1,000 41 Mattel 4,800 87 Polaris Industries ss. 1,600 77 205 Media 6.5% Citadel Broadcasting * 3,000 44 Cox Radio, Class A * 6,800 118 Cumulus Media, Class A * 2,300 39 Dow Jones ss. 1,700 77 Entercom Communications * 2,400 89 Getty Images * 2,300 138 Harte-Hanks 2,600 63 Lamar Advertising, Class A * 1,800 78 McGraw-Hill 1,000 77 Meredith 3,700 203 New York Times, Class A 3,700 165 Omnicom 1,100 83 Radio One, Class D *ss. 6,600 106 Regent Communications *ss. 10,600 66 Salem Communications, Class A * 3,200 87 Scripps, Class A 1,300 136 Spanish Broadcasting, Class A *ss. 9,200 86 Univision Communications, Class A * 5,300 169 Washington Post, Class B 100 93 Westwood One * 2,900 69 WPP Group ADR 4,600 236 2,222 Multiline Retail 2.1% 99 Cents Only Stores *ss. 3,100 47 Big Lots * 3,300 48 Dollar General 9,700 190 Dollar Tree Stores * 5,500 151 Family Dollar Stores 6,400 195 Fred's, Class A ss. 3,100 68 699 Specialty Retail 4.5% AutoZone * 900 72 Bed Bath & Beyond * 2,400 92 Men's Wearhouse * 1,800 48 O'Reilly Automotive *ss. 1,600 72 PETsMART 5,600 182 Ross Stores 7,600 203 Staples 10,800 317 Tiffany 3,400 125 TJX 11,500 278 Williams-Sonoma * 4,800 158 1,547 Textiles, Apparel, & Luxury Goods 0.3% Coach * 1,900 86 86 Total Consumer Discretionary 7,079 CONSUMER STAPLES 1.8% Beverages 0.2% Cott * 1,800 58 58 Food & Staples Retailing 0.2% CVS 1,000 42 Duane Reade * 1,100 18 60 Food Products 1.0% Delta Pine & Land 1,800 39 Hershey Foods 2,800 130 McCormick ss. 1,600 54 Tootsie Roll Industries 1,618 53 Wrigley 1,200 76 352 Household Products 0.1% Clorox 900 48 48 Personal Products 0.3% Estee Lauder, Class A 2,000 98 98 Total Consumer Staples 616 ENERGY 2.8% Energy Equipment & Services 1.9% Baker Hughes 2,900 109 BJ Services * 3,600 165 Cooper Cameron *ss. 1,800 88 Diamond Offshore Drilling ss. 1,800 43 Smith International * 3,100 173 Weatherford International *ss. 1,600 72 650 Oil & Gas 0.9% Apache 2,200 96 Devon Energy 1,800 118 XTO Energy 2,750 82 296 Total Energy 946 FINANCIALS 11.5% Capital Markets 5.9% A.G. Edwards ss. 1,600 54 AmeriTrade * 11,700 133 AMVESCAP ss. 3,000 42 Charles Schwab 13,700 132 Eaton Vance ss. 4,700 180 Federated Investors, Class B 3,700 112 Franklin Resources 5,500 275 Investor's Financial Services ss. 3,600 157 Janus Capital Group 3,500 58 LaBranche & Co. ss. 4,800 40 Legg Mason 1,100 100 Mellon Financial 7,900 232 Northern Trust 6,700 283 Raymond James Financial 2,400 63 SEI 2,400 70 Waddell & Reed Financial, Class A 3,900 86 2,017 Commercial Banks 1.6% Boston Private Financial ss. 1,800 42 City National ss. 900 59 Community First Bankshares 1,600 52 East West Bancorp 2,000 61 First Horizon National 1,200 55 North Fork Bancorporation ss. 2,300 88 Silicon Valley Bancshares *ss. 1,800 71 Synovus Financial 2,700 68 UCBH Holdings ss. 1,600 63 559 Diversified Financial Services 0.8% Moody's 4,000 259 259 Insurance 2.6% Ambac 1,100 81 Arch Capital Group * 1,600 64 Arthur J. Gallagher 2,800 85 Brown and Brown 2,000 86 Markel * 200 56 MBIA 1,200 69 RenaissanceRe Holdings 1,600 86 Triad Guaranty * 900 52 Willis Group Holdings 7,700 288 867 Real Estate 0.1% Jones Lang Lasalle * 1,800 49 49 Thrifts & Mortgage Finance 0.5% MGIC Investment 1,300 99 Radian Group 1,400 67 166 Total Financials 3,917 HEALTH CARE 20.4% Biotechnology 4.8% Abgenix *ss. 4,100 48 Amylin Pharmaceuticals *ss. 2,300 53 Applied Biosystems Group - Applera 4,000 87 Biogen Idec * 1,600 101 Celgene ss. 2,100 120 Cephalon *ss. 1,600 86 Charles River Laboratories International * 1,600 78 Chiron * 1,500 67 deCODE GENETICS *ss. 5,200 44 Diversa *ss. 6,600 67 Genzyme * 1,700 81 Gilead Sciences * 1,400 94 Human Genome Sciences *ss. 3,900 45 Martek Biosciences *ss. 800 45 MedImmune * 3,400 80 Millennium Pharmaceuticals * 3,400 47 Neurocrine Biosciences * 1,400 73 ONYX Pharmaceuticals * 1,000 42 Protein Design Labs * 3,200 61 Qiagen * 5,000 61 Techne * 2,900 126 Tularik *ss. 1,900 47 Vertex Pharmaceuticals *ss. 6,200 67 1,620 Health Care Equipment & Supplies 6.6% Apogent Technologies * 1,800 58 ArthroCare *ss. 1,800 52 Bausch & Lomb 900 59 Beckman Coulter 2,000 122 Becton, Dickinson 1,100 57 Biomet 4,900 218 C. R. Bard ss. 1,200 68 Cooper Companies 1,300 82 Dentsply International 2,400 125 Edwards Lifesciences *ss. 1,900 66 Integra LifeServices Holdings * 1,700 60 Invitrogen * 2,200 158 Millipore * 1,700 96 ResMed *ss. 1,600 81 Respironics * 900 53 Smith & Nephew ADR 1,700 94 St. Jude Medical * 1,200 91 Stryker 2,000 110 Sybron Dental Specialties * 1,600 48 Varian Medical Systems * 1,700 135 Waters Corporation * 2,500 119 Wright Medical Group * 1,600 57 Zimmer Holdings * 2,800 247 2,256 Health Care Providers & Services 7.8% AmerisourceBergen ss. 900 54 Anthem *ss. 1,700 152 Caremark RX * 6,000 198 Coventry Health Care * 4,100 200 Davita *ss. 4,150 128 Express Scripts * 2,600 206 Health Management ss. 5,300 119 Henry Schein * 1,700 107 IMS Health 5,800 136 Laboratory Corporation of America *ss. 3,300 131 Lincare Holdings * 2,500 82 Manor Care 1,600 52 McKesson 1,500 51 Medco * 6,300 236 Omnicare 3,200 137 Patterson Dental * 1,800 138 Quest Diagnostics 1,600 136 Renal Care Group * 2,400 80 WellChoice * 5,100 211 WellPoint Health Networks * 900 101 2,655 Pharmaceuticals 1.2% Allergan 1,500 134 Atherogenics *ss. 2,400 46 Medicines Company *ss. 2,100 64 Medicis Pharmaceutical, Class A ss. 1,000 40 Nektar Therapeutics *ss. 3,400 68 Sepracor *ss. 1,300 69 421 Total Health Care 6,952 INDUSTRIALS & BUSINESS SERVICES 10.9% Aerospace & Defense 0.8% Embraer Aircraft ADR ss. 3,300 95 Mercury Computer Systems * 2,100 52 Rockwell Collins 3,700 123 270 Air Freight & Logistics 1.2% C.H. Robinson Worldwide 3,700 170 Expeditors International of Washington 2,900 143 UTi Worldwide ss. 1,600 84 397 Airlines 0.3% SkyWest 2,200 38 Southwest Airlines 3,500 59 97 Building Products 0.2% Trex *ss. 1,600 60 60 Commercial Services & Supplies 6.4% Apollo Group, Class A * 1,500 133 ARAMARK, Class B 2,600 75 Avery Dennison ss. 1,700 109 Career Education * 1,800 82 ChoicePoint * 3,400 155 Cintas 4,100 196 Corinthian Colleges * 2,800 69 Corporate Executive Board 2,700 156 Devry * 2,600 71 Dun & Bradstreet *ss. 1,900 102 Education Management * 3,600 118 Equifax 2,900 72 H&R Block 1,200 57 HNI Corporation 1,700 72 ITT Educational Services * 1,900 72 Manpower 2,400 122 Pitney Bowes 900 40 Robert Half International 4,300 128 Stericycle * 1,500 78 Universal Technical Institute * 1,300 52 University of Phoenix Online * 1,500 131 Viad 1,700 46 Watson Wyatt * 1,800 48 2,184 Industrial Conglomerates 0.3% Roper Industries 1,700 97 97 Machinery 1.5% Cuno *ss. 900 48 Danaher 1,000 52 Dover 1,500 63 IDEX ss. 1,350 46 ITT Industries 1,900 158 Kaydon ss. 2,100 65 Pall 2,900 76 508 Road & Rail 0.2% Landstar Systems * 1,600 84 84 Total Industrials & Business Services 3,697 INFORMATION TECHNOLOGY 28.6% Communications Equipment 3.5% Corning * 20,100 263 Emulex *ss. 3,200 46 F5 Networks *ss. 3,200 85 JDS Uniphase *ss. 50,700 192 Juniper Networks * 9,400 231 Plantronics * 1,600 67 QLogic * 2,500 66 Research In Motion * 3,600 246 1,196 Computers & Peripherals 1.4% Diebold ss. 1,200 63 Lexmark International, Class A * 2,900 280 Network Appliance * 6,300 136 479 Electronic Equipment & Instruments 2.2% CDW 2,800 178 FLIR Systems *ss. 1,600 88 Jabil Circuit *ss. 4,800 121 Littelfuse * 1,700 72 Mettler-Toledo International * 1,700 84 Molex, Class A 3,400 93 National Instruments 1,350 41 Symbol Technologies 4,800 71 748 Internet Software & Services 1.5% Internet Security Systems *ss. 3,900 60 MatrixOne *ss. 6,300 43 Monster Worldwide * 4,500 116 Sina *ss. 3,600 119 VeriSign * 6,100 121 Websense *ss. 1,200 45 504 IT Services 3.9% Affiliated Computer Services, Class A * 2,400 127 Certegy ss. 4,100 159 Cognizant Technology Solutions *ss. 7,800 198 DST Systems *ss. 3,400 164 Fiserv * 6,000 233 Global Payments ss. 1,100 50 Hewitt Associates, Class A * 1,800 49 Iron Mountain * 2,800 135 Paychex 2,300 78 Sabre Holdings 1,800 50 SunGard Data Systems * 2,900 75 1,318 Office Electronics 0.3% Zebra Technologies * 1,100 96 96 Semiconductor & Semiconductor Equipment 7.8% Agere Systems, Class B * 17,500 38 Altera * 13,200 293 AMIS Holdings * 4,700 79 Analog Devices ss. 900 42 ASML Holding *ss. 2,700 46 Broadcom, Class A * 5,100 239 Cymer * 1,900 71 Integrated Circuit Systems * 1,700 46 Intersil Holding, Class A 4,800 104 KLA-Tencor *ss. 2,500 123 Lam Research * 3,400 91 Linear Technology 6,200 245 Marvell Technology Group * 1,800 48 Maxim Integrated Products 2,000 105 Microchip Technology 8,900 281 Microsemi *ss. 3,700 53 National Semiconductor * 6,800 150 Novellus Systems * 5,000 157 Power Integrations *ss. 2,600 65 Semtech *ss. 3,500 82 Silicon Laboratories *ss. 1,600 74 Xilinx 6,600 220 2,652 Software 8.0% Adobe Systems 6,400 298 BMC Software * 5,900 109 Cadence Design Systems *ss. 9,100 133 Check Point Software Technologies * 2,300 62 Citrix Systems *ss. 5,600 114 Cognos * 2,500 90 Electronic Arts * 5,500 300 FactSet Research Systems ss. 1,900 90 Fair Isaac ss. 2,500 84 FileNet * 2,000 63 Intuit * 4,400 170 Jack Henry & Associates 4,000 80 Kronos * 900 37 Mercury Interactive * 2,800 140 NetIQ * 4,700 62 Network Associates * 6,800 123 PeopleSoft * 6,100 113 Red Hat *ss. 5,800 133 Siebel Systems * 6,600 71 Symantec * 6,200 272 Synopsys * 4,200 120 VERITAS Software * 2,500 69 2,733 Total Information Technology 9,726 MATERIALS 1.7% Chemicals 1.3% Ecolab ss. 4,300 136 Engelhard 1,600 52 Praxair 2,300 92 Sigma Aldrich 900 53 Symyx Technologies * 1,700 41 Valspar 1,700 86 460 Construction Materials 0.0% Eagle Materials ss. 22 2 Eagle Materials, Class B ss. 74 5 7 Containers & Packaging 0.4% Sealed Air * 2,300 122 122 Total Materials 589 TELECOMMUNICATION SERVICES 1.1% Wireless Telecommunication Services 1.1% American Tower Systems, Class A *ss. 5,100 78 Crown Castle International * 4,600 68 Nextel Partners, Class A *ss. 7,000 111 Rogers Wireless Communications * 2,000 54 Western Wireless, Class A * 1,700 49 Total Telecommunication Services 360 Total Common Stocks (Cost $32,633) 33,882 SHORT-TERM INVESTMENTS 0.0% Money Market Fund 0.0% T. Rowe Price Reserve Investment Fund, 1.16% # 9,105 9 Total Short-Term Investments (Cost $9) 9 SECURITIES LENDING COLLATERAL 14.3% Money Market Trust 14.3% State Street Bank and Trust Company of New Hampshire N.A. Securities Lending Quality Trust units, 1.22% # 4,861,377 4,861 Total Securities Lending Collateral (Cost $4,861) 4,861 Total Investments in Securities 113.9% of Net Assets (Cost $37,503) $38,752 ------- (1) Denominated in U.S. dollars unless otherwise noted # Seven-day yield * Non-income producing ss. All or a portion of this security is on loan at June 30, 2004 - See Note 2 ADR American Depository Receipts The accompanying notes are an integral part of these financial statements. T. Rowe Price Diversified Mid-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Semiannual Report (Unaudited) June 30, 2004 STATEMENT OF ASSETS AND LIABILITIES - -------------------------------------------------------------------------------- (In thousands except shares and per share amounts) Assets Investments in securities, at value (Cost $37,503) $ 38,752 Other assets 230 Total assets 38,982 Liabilities Obligation to return securities lending collateral 4,861 Other liabilities 109 Total liabilities 4,970 NET ASSETS $ 34,012 -------------------- Net Assets Consist of: Undistributed net investment income (loss) $ (89) Undistributed net realized gain (loss) (47) Net unrealized gain (loss) 1,249 Paid-in-capital applicable to 3,203,715 shares of $0.0001 par value capital stock outstanding; 1,000,000,000 shares authorized 32,899 NET ASSETS $ 34,012 -------------------- NET ASSET VALUE PER SHARE $ 10.62 -------------------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Diversified Mid-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Semiannual Report (Unaudited) STATEMENT OF OPERATIONS - -------------------------------------------------------------------------------- ($ 000s) 12/31/03 Ended 6/30/04 Investment Income (Loss) Income Dividend $ 63 Securities lending 4 Total income 67 Expenses Investment management 82 Custody and accounting 65 Shareholder servicing 31 Registration 30 Legal and audit 14 Prospectus and shareholder reports 10 Directors 2 Reductions/repayments pursuant to expense limitation Investment management fees (waived) repaid (78) Total expenses 156 Net investment income (loss) (89) Realized and Unrealized Gain (Loss) Net realized gain (loss) on securities (47) Change in net unrealized gain (loss) on securities 1,249 Net realized and unrealized gain (loss) 1,202 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 1,113 -------------------- The accompanying notes are an integral part of these financial statements. T. Rowe Price Diversified Mid-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Semiannual Report (Unaudited) STATEMENT OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- ($ 000s) 12/31/03 Ended 6/30/04 Increase (Decrease) in Net Assets Operations Net investment income (loss) $ (89) Net realized gain (loss) (47) Change in net unrealized gain (loss) 1,249 Increase (decrease) in net assets from operations 1,113 Capital share transactions * Shares sold 35,572 Shares redeemed (2,773) Increase (decrease) in net assets from capital share transactions 32,799 Net Assets Increase (decrease) during period 33,912 Beginning of period 100 End of period $ 34,012 -------------------- (Including undistributed net investment income (loss) of $(89) at 6/30/04) *Share information Shares sold 3,463 Shares redeemed (269) Increase (decrease) in shares outstanding 3,194 The accompanying notes are an integral part of these financial statements. T. Rowe Price Diversified Mid-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Semiannual Report (Unaudited) June 30, 2004 NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. (the fund) is registered under the Investment Company Act of 1940 (the 1940 Act) as a diversified, open-end management investment company and commenced operations on December 31, 2003. The fund seeks long-term growth of capital by investing primarily in common stocks of medium-sized growth companies. 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 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. 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 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 trust 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 June 30, 2004, the value of loaned securities was $4,807,000; aggregate collateral consisted of $4,861,000 in the money market pooled trust and U.S. government securities valued at $42,000. Other Purchases and sales of portfolio securities, other than short-term securities, aggregated $31,722,000 and $477,000, respectively, for the period ended June 30, 2004. NOTE 3 - FEDERAL INCOME TAXES No provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. Federal income tax regulations differ from generally accepted accounting principles; therefore, distributions determined in accordance with tax regulations may differ in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences. The amount and character of tax-basis distributions and composition of net assets are finalized at fiscal year-end; accordingly, tax-basis balances have not been determined as of June 30, 2004. At June 30, 2004, the cost of investments for federal income tax purposes was $37,503,000. Net unrealized gain aggregated $1,249,000 at period-end, of which $2,545,000 related to appreciated investments and $1,296,000 related to depreciated investments. NOTE 4 - RELATED PARTY TRANSACTIONS The fund is managed by T. Rowe Price Associates, Inc. (the manager or Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. The investment management agreement between the fund and the manager provides for an annual investment management fee, which is computed daily and paid monthly. The fee consists of an individual fund fee, equal to 0.35% 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 June 30, 2004, the effective annual group fee rate was 0.31%, and investment management fee payable totaled $4,000. The fund 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 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%. For a period of three years after the date of any reimbursement or waiver, the fund is required to repay the manager for expenses previously reimbursed and management fees waived to the extent its net assets have grown or expenses have declined sufficiently to allow repayment without causing the fund's expense ratio to exceed its expense limitation. Pursuant to this agreement, at June 30, 2004, management fees waived in the amount of $78,000 remain subject to repayment by the fund through April 30, 2008. In addition, the fund has entered into service agreements with Price Associates and two wholly owned subsidiaries of Price Associates (collectively, Price). Price Associates computes the daily share price and maintains the financial records of the fund. T. Rowe Price Services, Inc., provides shareholder and administrative services in its capacity as the fund's transfer and dividend disbursing agent. T. Rowe Price Retirement Plan Services, Inc., provides subaccounting and recordkeeping services for certain retirement accounts invested in the fund. Expenses incurred pursuant to these service agreements totaled $54,000 for the period ended June 30, 2004, of which $7,000 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 period ended June 30, 2004, dividend income from the Reserve Funds totaled $3,000. T. Rowe Price Diversified Mid-Cap Growth Fund - -------------------------------------------------------------------------------- Certified Semiannual Report INFORMATION ON PROXY VOTING A description of the policies and procedures that the T. Rowe Price Diversified Mid-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. Item 2. Code of Ethics. A code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed as an exhibit to the registrant's annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant's most recent fiscal half-year. Item 3. Audit Committee Financial Expert. Disclosure required in registrant's annual Form N-CSR. Item 4. Principal Accountant Fees and Services. Disclosure required in registrant's annual Form N-CSR. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. Schedule of Investments. Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. 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 filed with the registrant's annual Form N-CSR. (2) Separate certifications by the registrant's principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached. (3) Written solicitation to repurchase securities issued by closed-end companies: not applicable. (b) A certification by the registrant's principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. By: /s/ James S. Riepe James S. Riepe Principal Executive Officer Date: August 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: August 16, 2004 By: /s/ Joseph A. Carrier Joseph A. Carrier Principal Financial Officer Date: August 16, 2004