<PAGE>

PROSPECTUS
May 1, 2002

revised to
June 6, 2002

T. ROWE PRICE

Small-Cap
Value Fund--
Advisor Class

 A stock fund seeking long-term capital growth through investments in small U.S.
 companies whose stocks appear undervalued. This class of
 shares is sold only through financial
 intermediaries.
(R)
 The Securities and Exchange Commission has not approved or disapproved these
 securities or passed upon the adequacy of this prospectus. Any representation
 to the contrary is a criminal offense.
<PAGE>

T. Rowe Price Small-Cap Value Fund, Inc.
  T. Rowe Price Small-Cap Value Fund--Advisor Class
Prospectus


May 1, 2002 revised
to June 6, 2002


<TABLE>
<CAPTION>
<S>      <C>  <C>                                       <C>
              ABOUT THE FUND
1
              Objective, Strategy, Risks, and Expenses    1

              -----------------------------------------------
              Other Information About the Fund            5

              -----------------------------------------------


              T. ROWE PRICE ACCOUNT
2             INFORMATION
              Pricing Shares and Receiving                8
              Sale Proceeds
              -----------------------------------------------
              Useful Information on
              Distributions                               9
              and Taxes
              -----------------------------------------------
              Transaction Procedures and                 11
              Special Requirements
              -----------------------------------------------


              MORE ABOUT THE FUND
3
              Organization and Management                13

              -----------------------------------------------
              Understanding Performance Information      15

              -----------------------------------------------
              Investment Policies and Practices          16

              -----------------------------------------------
              Financial Highlights                       21

              -----------------------------------------------


              INVESTING WITH T. ROWE PRICE
4
              Account Requirements                       23
              and Transaction Information
              -----------------------------------------------
              Purchasing Additional Shares               24

              -----------------------------------------------
              Rights Reserved by the Fund                24
              s
              -----------------------------------------------
              T. Rowe Price Privacy Policy               26

              -----------------------------------------------
</TABLE>


 Founded in 1937 by the late Thomas Rowe Price, Jr., T. Rowe Price Associates,
Inc., and its affiliates managed $156.3 billion for more than eight million
individual and institutional investor accounts as of December 31, 2001.
 Mutual fund shares are not deposits or obligations of, or guaranteed by, any
depository institution. Shares are not insured by the FDIC, Federal Reserve, or
any other government agency, and are subject to investment risks, including
possible loss of the principal amount invested.
<PAGE>

 ABOUT THE FUND
 OBJECTIVE, STRATEGY, RISKS, AND EXPENSES
 ----------------------------------------------------------
   A word about the fund's name and structure. Small-Cap Value Fund - Advisor
   Class is a share class of T. Rowe Price Small-Cap Value Fund. The Advisor
   Class is not a separate mutual fund. It is sold only through brokers,
   dealers, banks, insurance companies, and other financial intermediaries that
   provide various distribution and administrative services.


 What is the fund's objective?

   The fund seeks long-term capital growth by investing primarily in small
   companies whose common stocks are believed to be undervalued.


 What is the fund's principal investment strategy?

   Reflecting a value approach to investing, the fund will seek the stocks of
   companies whose current stock prices do not appear to adequately reflect
   their underlying value as measured by assets, earnings, cash flow, or
   business franchises. Normally, the fund will invest at least 80% of its net
   assets in companies with a market capitalization that is within or below the
   range of companies in the Russell 2000 Index. The market capitalization of
   the companies in the fund's portfolio and the Russell 2000 Index changes over
   time and the fund will not sell a stock just because the company has grown to
   a market capitalization outside the range. The fund may, on occasion,
   purchase companies with a market capitalization above the range. Our in-house
   research team seeks to identify companies that appear to be undervalued by
   various measures, and may be temporarily out of favor, but have good
   prospects for capital appreciation. In selecting investments, we generally
   look for some of the following:

  . low price/earnings, price/book value, or price/cash flow ratios relative to
   the S&P 500, the company's peers, or its own historic norm;

  . low stock price relative to a company's underlying asset values;

  . above-average dividend yield relative to a company's peers or its own
   historic norm;

  . a plan to improve the business through restructuring; and

  . a sound balance sheet and other positive financial characteristics.

   In pursuing its investment objective, the fund's management has the
   discretion to purchase some securities that do not meet its normal investment
   criteria, as described above, when it perceives an unusual opportunity for
   gain. These special situations might arise when the fund's management
   believes a security could increase in value for a variety of reasons,
   including a change in management, an
<PAGE>

T. ROWE PRICE
   extraordinary corporate event, or a temporary imbalance in the supply of or
   demand for the securities.

   While most assets will be invested in U.S. common stocks, other securities
   may also be purchased, including foreign stocks, futures, and options, in
   keeping with fund objectives.

   The fund may sell securities for a variety of reasons, such as to secure
   gains, limit losses, or redeploy assets into more promising opportunities.


   . For details about the fund's investment program, please see the Investment
     Policies and Practices section.


 What are the main risks of investing in the fund?

   Investing in small companies involves greater risk than is customarily
   associated with larger companies. Stocks of small companies are subject to
   more abrupt or erratic price movements than larger-company stocks. Small
   companies often have limited product lines, markets, or financial resources,
   and their managements may lack depth and experience. Such companies seldom
   pay significant dividends that could cushion returns in a falling market.

   The value approach carries the risk that the market will not recognize a
   security's intrinsic value for a long time, or that a stock judged to be
   undervalued may actually be appropriately priced.

   As with all equity funds, this fund's share price can fall because of
   weakness in the broad market, a particular industry, or specific holdings.
   The market as a whole can decline for many reasons, including adverse
   political or economic developments here or abroad, 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, our assessment of companies held in the fund may prove incorrect,
   resulting in losses or poor performance even in a rising market. Finally, the
   fund's investment approach could fall out of favor with the investing public,
   resulting in lagging performance versus other types of stock funds.

   Foreign stock holdings are subject to the risk that some holdings may lose
   value because of declining foreign currencies or adverse political or
   economic events overseas. Investments in futures and options, if any, are
   subject to additional volatility and potential losses.

   As with any mutual fund, there can be no guarantee the fund will achieve its
   objective.


   . The fund's share price may decline, so when you sell your shares, you may
     lose money.
<PAGE>


INVESTING WITH T. ROWE PRICE

 How can I tell if the fund is appropriate for me?

   Consider your investment goals, your time horizon for achieving them, and
   your tolerance for risk. If you are investing through an intermediary and
   seek an aggressive, long-term approach to capital growth through
   small-company stocks, the fund could be an appropriate part of your overall
   investment strategy. This fund should not represent your complete investment
   program or be used for short-term trading purposes.

   The fund can be used in both regular and tax-deferred accounts, such as IRAs.


   . Equity investors should have a long-term investment horizon and be willing
     to wait out bear markets.


 How has the fund performed in the past?

   The bar chart showing calendar year returns and the average annual total
   return table indicate risk by illustrating how much returns can differ from
   one year to the next and how fund performance compares with that of a
   comparable market index. Fund past returns (before and after taxes) are not
   necessarily an indication of future performance.

   The fund can also experience short-term performance swings, as shown by the
   best and worst calendar quarter returns during the year depicted.

   In addition, the average annual total return table shows hypothetical
   after-tax returns to suggest how taxes paid by the shareholder may influence
   returns. Actual after-tax returns depend on each investor's situation and may
   differ from those shown. After-tax returns are not relevant if the shares are
   held in a tax-deferred account, such as a 401(k) or IRA. During periods of
   fund losses, the post-liquidation after-tax return may exceed the fund's
   other returns because the loss generates a tax benefit that is factored into
   the result.
<PAGE>

<TABLE>
<CAPTION>
            Calendar Year Total Returns
                        "01"
 -------------------------------------------------
 <S><C>

 21.84
 -------------------------------------------------
</TABLE>


                    Quarter ended   Total return
 Best quarter         6/30/01   16.40%
 Worst quarter        9/30/01   -10.76%


<TABLE>
 Table 1  Average Annual Total Returns
<CAPTION>
                                                 Periods ended
                                               December 31, 2001
                                                       Since inception
                                          1 year          (3/31/00)
 ------------------------------------------------------------------------------
 <S>                                   <C>            <C>                 <S>
  Small-Cap Value Fund-Advisor Class
  Returns before taxes                    21.84%            21.66%
  Returns after taxes on
  distributions                           20.92             19.68
  Returns after taxes on
  distributions and sale of fund
  shares                                  13.72             17.03
  Russell 2000 Index                       2.49             -4.16
  Lipper Small-Cap Core Fund Index         7.13              2.18
 ------------------------------------------------------------------------------
</TABLE>



 Returns are based on changes in principal value, reinvested dividends, and
 capital gain distributions, if any. Returns before taxes do not reflect effects
 of any income or capital gains taxes. All after-tax returns are calculated
 using the historical highest individual federal marginal income tax and capital
 gains rates. They do not reflect the impact of state and local taxes. Returns
 after taxes on distributions reflect the taxed return on the payment of
 dividends and capital gains. Returns after taxes on distributions and sale of
 fund shares assume the shares were sold at period-end, and, therefore, are also
 adjusted for any capital gains or losses incurred by the shareholder. Market
 indexes do not include expenses, which are deducted from fund returns, or
 taxes.

<PAGE>


INVESTING WITH T. ROWE PRICE
 What fees or expenses will I pay?

<TABLE>
 Table 2  Fees and Expenses of the Advisor Class*
<CAPTION>
                                                         Annual fund operating expenses
                                                  (expenses that are deducted from fund assets)
 -----------------------------------------------------------------------------------------------
 <S>                                             <C>
  Management fee                                                     0.67%
  Distribution and service (12b-1) fees                              0.25%
  Other expenses                                                     0.13%
  Total annual fund operating expenses                               1.05%/a/
 -----------------------------------------------------------------------------------------------
</TABLE>



 * Redemption proceeds of less than $5,000 sent by wire are subject to a $5 fee
   paid to the fund.

 /a/Effective January 1, 2002, T. Rowe Price contractually obligated itself to
   bear any expenses (other than management fees and certain other portfolio
   level expenses) through December 31, 2003, that would cause the class's ratio
   of expenses to average net assets to exceed 1.15%. Expenses paid or assumed
   under this agreement are subject to reimbursement to T. Rowe Price by the
   fund whenever the class's expense ratio is below 1.15%; however, no
   reimbursement will be made after December 31, 2005, or if it would result in
   the expense ratio exceeding 1.15%. Any amounts reimbursed will have the
   effect of increasing fees otherwise paid by the class.


   Example.  The following table gives you an idea of how expense ratios may
   translate into dollars and helps you to compare the cost of investing in this
   class with that of other mutual funds. Although your actual costs may be
   higher or lower, the table shows how much you would pay if operating expenses
   remain the same, the expense limitation currently in place is not renewed,
   you invest $10,000, earn a 5% annual return, and hold the investment for the
   following periods and then redeem:

<TABLE>
<CAPTION>
      1 year      3 years      5 years       10 years
    ----------------------------------------------------
    <S>         <C>          <C>          <C>
       $107        $334         $579          $1,283
    ----------------------------------------------------
</TABLE>




 OTHER INFORMATION ABOUT THE FUND
 ----------------------------------------------------------

 What are some of the fund's potential rewards?

   Small companies may offer greater opportunity for capital appreciation than
   larger, more established companies.

   In addition, stock whose prices are below the company's intrinsic value may
   offer the potential for substantial capital appreciation.


 What is meant by a "value" investment approach?

   Value investors seek to invest in companies whose stock prices are low in
   relation to their real worth or future prospects. By identifying companies
   whose stocks are currently out of favor or misunderstood, value investors
   hope to realize significant appreciation as other investors recognize the
   stock's intrinsic value and the price rises accordingly.
<PAGE>

T. ROWE PRICE
   Finding undervalued stocks requires considerable research to identify the
   particular company, analyze its financial condition and prospects, and assess
   the likelihood that the stock's underlying value will be recognized by the
   market and reflected in its price.

   Some of the principal measures used to identify such stocks are:

  . Price/earnings ratio Dividing a stock's price by its earnings per share
   generates a price/earnings or P/E ratio. A stock with a P/E that is
   significantly below that of its peers, the market as a whole, or its own
   historical norm may represent an attractive opportunity.

  . Price/book value ratio Dividing a stock's price by its book value per share
   indicates how a stock is priced relative to the accounting (i.e., book) value
   of the company's assets. A ratio below the market, that of its competitors,
   or its own historic norm could indicate an undervalued situation.

  . Dividend yield A stock's dividend yield is found by dividing its annual
   dividend by its share price. A yield significantly above a stock's own
   historic norm or that of its peers may suggest an investment opportunity.


   . A stock selling at $10 with an annual dividend of $0.50 has a 5% yield.

  . Price/cash flow Dividing a stock's price by the company's cash flow per
   share, rather than by its earnings or book value, provides a more useful
   measure of value in some cases. A ratio below that of the market or of its
   peers suggests the market may be incorrectly valuing the company's cash flow
   for reasons that may be temporary.

  . Undervalued assets This analysis compares a company's stock price with its
   underlying asset values, its projected value in the private (as opposed to
   public) market, or its expected value if the company or parts of it were sold
   or liquidated.

  . Restructuring opportunities The market can react favorably to the
   announcement of the successful implementation of a corporate restructuring,
   financial reengineering, or asset redeployment. Such events can result in an
   increase in a company's stock price. A value investor may try to anticipate
   these actions and invest before the market places an appropriate value on any
   actual or expected changes.


 What are the advantages of a value approach to small-cap investing?

   Small-capitalization stocks are less actively followed by stock analysts than
   are larger-capitalization stocks, and less information is available to
   evaluate small-cap stock prices. As a result, compared with
   larger-capitalization stocks, there may be greater variations between the
   current stock price and the estimated underlying value, which could represent
   greater opportunity for appreciation.
<PAGE>


INVESTING WITH T. ROWE PRICE

 Important Information About the Small-Cap Value Fund-Advisor Class

   The fund will not accept new accounts after 4:00 p.m. ET on May 24, 2002.

   Purchases of additional shares are permitted for all existing investors
   holding shares directly with T. Rowe Price and participants in their
   employers' retirement plans where the fund is an option in the plan.
   Generally, investors or plan participants holding shares through
   intermediaries (for example, brokerage or financial planning firms) will be
   able to purchase additional shares; however, you should check with your
   intermediary to confirm your eligibility. The fund will not accept new IRA
   accounts but will permit direct rollovers from qualified retirement plans
   into new IRA accounts offered through T. Rowe Price.

   The closing does not restrict shareholders from selling shares of the fund.

   When deemed to be in the fund's best interests, the fund reserves the right
   to permit certain types of investors to open new accounts in the fund, to
   impose further restrictions, or to close the fund to any additional
   investments, all without notice.



 Is there other information I can review before making a decision?

   Investment Policies and Practices in Section 3 discusses various types of
   portfolio securities the fund may purchase as well as types of management
   practices the fund may use.
<PAGE>

 T. ROWE PRICE ACCOUNT INFORMATION
 PRICING SHARES AND RECEIVING SALE PROCEEDS
 ----------------------------------------------------------
   Here are some procedures you should know when investing in shares of the T.
   Rowe Price Advisor Class.


 How and when shares are priced

   The share price (also called "net asset value" or NAV per share) for each
   class of shares is calculated at the close of the New York Stock Exchange,
   normally 4 p.m. ET, each day the New York Stock Exchange is open for
   business. To calculate the NAV, the fund's assets are valued and totaled,
   liabilities are subtracted, and each class's proportionate share of the
   balance, called net assets, is divided by the number of shares outstanding of
   that class. Market values are used to price stocks and bonds.

   The securities of funds investing in foreign markets are usually valued on
   the basis of the most recent closing market prices at 4 p.m. ET. Most foreign
   markets close before that time. For securities primarily traded in the Far
   East, for example, the most recent closing prices may be as much as 15 hours
   old at 4 p.m. Normally, developments that could affect the values of
   portfolio securities that occur between the close of the foreign market and 4
   p.m. ET will not be reflected in a fund NAV. However, if a fund determines
   that such developments are so significant that they will, in its judgment,
   clearly and materially affect the value of the fund's securities, the fund
   may adjust the previous closing prices to reflect what it believes to be the
   fair value of the securities as of 4 p.m. ET. A fund may fair value
   securities in other situations, for example, when a particular foreign market
   is closed but the fund is open.


 How your purchase, sale, or exchange price is determined

   Advisor Class shares are intended for purchase and may be held only through
   various third-party intermediaries including brokers, dealers, banks,
   insurance companies, retirement plan recordkeepers and others. Consult your
   intermediary to find out about how to purchase, sell, or exchange your
   shares, cut-off times, and other applicable procedures for these
   transactions. The intermediary may charge a fee for its services.

   The fund may have an agreement with your intermediary that permits the
   intermediary to accept orders on behalf of the fund until 4 p.m. ET. In such
   cases, if your order is received by the intermediary in good form by 4 p.m.
   ET and transmitted to the fund and paid for in accordance with the agreement,
   it will be priced at the next NAV computed after the intermediary received
   your order.
<PAGE>


INVESTING WITH T. ROWE PRICE
   Note: The time at which transactions and shares are priced and the time until
   which orders are accepted by the fund or an intermediary may be changed in
   case of an emergency or if the New York Stock Exchange closes at a time other
   than 4 p.m. ET.

   How proceeds are received
   Normally, the fund transmits proceeds to intermediaries for redemption orders
   received in good form on either the next or third business day after receipt,
   depending on the arrangement with the intermediary. Under certain
   circumstances and when deemed to be in the fund's best interests, proceeds
   may not be sent for up to seven calendar days after receipt of the redemption
   order. You must contact your intermediary about procedures for receiving your
   redemption proceeds.



 USEFUL INFORMATION ON DISTRIBUTIONS AND TAXES
 ----------------------------------------------------------

   . All net investment income and realized capital gains are distributed to
     shareholders.


 Dividends and Other Distributions

   Dividend and capital gain distributions are reinvested in additional fund
   shares in your account unless you select another option on your New Account
   Form. Reinvesting distributions results in compounding, that is, receiving
   income dividends and capital gain distributions on a rising number of shares.

   No interest will accrue on amounts represented by uncashed distribution or
   redemption checks.

   Income dividends
  . The funds declare and pay dividends (if any) quarterly for the Equity Income
   Fund-Advisor Class; declare daily and pay monthly for the High Yield
   Fund-Advisor Class and International Bond Fund-Advisor Class; and declare and
   pay annually for all other Advisor Classes.
  . A portion of fund dividends (other than High Yield Fund-Advisor Class and
   International Stock Fund-Advisor Class) may be eligible for the 70% deduction
   for dividends received by corporations to the extent the funds' income
   consists of dividends paid by U.S. corporations.
  . The dividends of High Yield Fund-Advisor Class and International Stock
   Fund-Advisor Class will not be eligible for the 70% deduction for dividends
   received by corporations, if, as expected, none of the funds' income consists
   of dividends paid by U.S. corporations.
<PAGE>

T. ROWE PRICE
   Capital gains payments
  . A capital gain or loss is the difference between the purchase and sale price
   of a security.
  . If a fund has net capital gains for the year (after subtracting any capital
   losses), they are usually declared and paid in December to shareholders of
   record on a specified date that month. If a second distribution is necessary,
   it is paid the following year.


 Tax Information

   You should contact your intermediary for the tax information that will be
   sent to you and reported to the IRS.

   You need to be aware of the possible tax consequences when:

  . You sell fund shares, including an exchange from one fund to another.
  . The fund makes a distribution to your account.

   Taxes on fund redemptions
   When you sell shares in any fund, you may realize a gain or loss. An exchange
   from one fund to another is still a sale for tax purposes.

   Taxes on fund distributions
   The tax treatment of a capital gain distribution is determined by how long
   the fund held the portfolio securities, not how long you held shares in the
   fund. Short-term (one year or less) capital gain distributions are taxable at
   the same rate as ordinary income and long-term gains on securities held more
   than 12 months are taxed at a maximum rate of 20%. If you realized a loss on
   the sale or exchange of fund shares that you held six months or less, your
   short-term loss must be reclassified to a long-term loss to the extent of any
   long-term capital gain distribution received during the period you held the
   shares. Gains and losses from the sale of foreign currencies and the foreign
   currency gain or loss resulting from the sale of a foreign debt security can
   increase or decrease an ordinary income dividend. Net foreign currency losses
   may cause monthly or quarterly dividends to be reclassified as a return of
   capital.

   If the fund qualifies and elects to pass through nonrefundable foreign taxes
   paid to foreign governments during the year, your portion of such taxes will
   be reported to you as taxable income. However, you may be able to claim an
   offsetting credit or deduction on your tax return for those amounts. There
   can be no assurance that a fund will be able to meet the requirements to pass
   through foreign income taxes paid.

   Tax consequences of hedging
   For funds investing in foreign securities, distributions resulting from the
   sale of certain foreign currencies, currency contracts, and debt securities
   are taxed as ordinary income. Net foreign currency losses may cause monthly
   or quarterly
<PAGE>


INVESTING WITH T. ROWE PRICE
   dividends to be reclassified as a return of capital. Entering into certain
   options, futures, swaps, and forward foreign exchange contracts and
   transactions may result in the application of the mark-to-market and straddle
   provisions of the Internal Revenue Code. These provisions could result in a
   fund being required to distribute gains on such transactions even though it
   did not close the contracts during the year or receive cash to pay such
   distributions. A fund may not be able to reduce its distributions for losses
   on such transactions to the extent of unrealized gains in offsetting
   positions.


   . Distributions are taxable whether reinvested in additional shares or
     received in cash.

   Tax effect of buying shares before a capital gain or dividend distribution
   If you buy shares shortly before or on the "record date" -  the date that
   establishes you as the person to receive the upcoming distribution - you will
   receive a portion of the money you just invested in the form of a taxable
   distribution. Therefore, you may wish to find out a fund's record date before
   investing. Of course, a fund's share price may, at any time, reflect
   undistributed capital gains or income and unrealized appreciation, which may
   result in future taxable distributions. Such distributions can occur even in
   a year when the fund has a negative return.


   . The preceding tax information summary does not apply to retirement
     accounts, such as IRAs, which are not subject to current tax.



 TRANSACTION PROCEDURES AND SPECIAL REQUIREMENTS
 ----------------------------------------------------------
 Purchase Conditions for Intermediaries

   Nonpayment
   If the fund receives a check or ACH transfer that does not clear or the
   payment is not received in a timely manner, your purchase may be canceled.
   Any losses or expenses incurred by the fund or transfer agent will be the
   responsibility of the intermediary. The fund and its agents have the right to
   reject or cancel any purchase, exchange, or redemption due to nonpayment.

   U.S. dollars
   All purchases must be paid for in U.S. dollars; checks must be drawn on U.S.
   banks.


 Sale (Redemption) Conditions

   Holds on immediate redemptions: 10-day hold
   If an intermediary sells shares that it just purchased and paid for by check
   or ACH transfer, the fund will process the redemption but will generally
   delay sending the proceeds for up to 10 calendar days to allow the check or
   transfer to clear.
<PAGE>

T. ROWE PRICE
   (The 10-day hold does not apply to purchases paid for by bank wire.)

   Redemptions over $250,000
   Large redemptions can adversely affect a portfolio manager's ability to
   implement a fund's investment strategy by causing the premature sale of
   securities that would otherwise be held. If, in any 90-day period, you redeem
   (sell) more than $250,000, or your sale amounts to more than 1% of fund net
   assets, the fund has the right to pay the difference between the redemption
   amount and the lesser of the two previously mentioned figures with securities
   from the fund.


 Excessive Trading


   . T. Rowe Price may bar excessive traders from purchasing shares.

   Frequent trades or market timing in your account or accounts controlled by
   you can disrupt management of the fund and raise its expenses. To deter such
   activity, each fund has adopted an excessive trading policy. If you violate
   this policy, you may be barred indefinitely and without further notice from
   further purchases of the T. Rowe Price funds.

   You can make one purchase and one sale or one sale and one purchase involving
   the same fund within any 120-day period. If you exceed this limit or if you
   hold fund shares for less than 60 calendar days, you are in violation of our
   excessive trading policy. Systematic purchases and redemptions are exempt
   from this policy. Transactions accepted by intermediaries in violation of
   this excessive trading policy or from persons believed to be market timers
   are subject to rejection or cancellation by the funds.


 Signature Guarantees

   An intermediary may need to obtain a signature guarantee in certain
   situations and should consult its T. Rowe Price Financial Institution
   Services representative.

   You can obtain a signature guarantee from most banks, savings institutions,
   broker-dealers, and other guarantors acceptable to T. Rowe Price. We cannot
   accept guarantees from notaries public or organizations that do not provide
   reimbursement in the case of fraud.
<PAGE>

 MORE ABOUT THE FUND
 ORGANIZATION AND MANAGEMENT
 ----------------------------------------------------------

 How is the fund organized?

   The fund was incorporated in Maryland in 1988 and is a "diversified, open-end
   investment company," or mutual fund. Mutual funds pool money received from
   shareholders of each class into a single portfolio and try to achieve
   specified objectives. In 2000, the fund issued a separate class of shares
   known as the Advisor Class.


   . Shareholders benefit from T. Rowe Price's 65 years of investment management
     experience.


 What is meant by "shares"?

   As with all mutual funds, investors purchase shares when they put money in a
   fund. These shares are part of a fund's authorized capital stock, but share
   certificates are not issued.

   Each share and fractional share entitles the shareholder to:

  . Receive a proportional interest in income and capital gain distributions of
   the class.

   The income dividends for Small-Cap Value Fund-Advisor Class shares will
   generally differ from those of the regular Small-Cap Value Fund shares to the
   extent that the expense ratio of Small-Cap Value Fund-Advisor Class shares
   differs.

  . Cast one vote per share on certain fund matters, including the election of
   fund directors, changes in fundamental policies, or approval of changes in
   the fund's management contract. Small-Cap Value Fund-Advisor Class
   shareholders have

   exclusive voting rights on matters affecting only the Small-Cap Value Fund-

   Advisor Class shares.


 Do T. Rowe Price funds have annual shareholder meetings?

   The funds are not required to hold annual meetings and, to avoid unnecessary
   costs to fund shareholders, do not do so except when certain matters, such as
   a change in fundamental policies, must be decided. In addition, shareholders
   representing at least 10% of all eligible votes may call a special meeting,
   if they wish, for the purpose of voting on the removal of any fund director
   or trustee.
   If a meeting is held and you cannot attend, you can vote by proxy. Before the
<PAGE>

T. ROWE PRICE
   meeting, the fund will send you proxy materials that explain the issues to be
   decided and include instructions on voting by mail or telephone, or on the
   Internet.


 Who runs the fund?

   General Oversight
   The fund is governed by a Board of Directors that meets regularly to review
   the fund's investments, performance, expenses, and other business affairs.
   The Board elects the fund's officers. The majority of Board members are
   independent of T. Rowe Price Associates, Inc. (T. Rowe Price).


   . All decisions regarding the purchase and sale of fund investments are made
     by T. Rowe Price -  specifically by the fund's portfolio managers.

   Portfolio Management
   The fund has an Investment Advisory Committee with the following members:
   Preston G. Athey, Chairman, Hugh M. Evans III, Gregory A. McCrickard, Joseph
   Milano, Charles G. Pepin, and David J. Wallack. The committee chairman has
   day-to-day responsibility for managing the portfolio and works with the
   committee in developing and executing the fund's investment program. Mr.
   Athey has been chairman of the fund's committee since 1991. He joined T. Rowe
   Price in 1978 and has been managing investments since 1982.

   The Management Fee
   This fee has two parts - an "individual fund fee," which reflects a fund's
   particular characteristics, and a "group fee." The group fee, which is
   designed to reflect the benefits of the shared resources of the T. Rowe Price
   investment management complex, is calculated daily based on the combined net
   assets of all T. Rowe Price funds (except the Spectrum Funds, and any
   institutional, index, or private label mutual funds). The group fee schedule
   (shown below) is graduated, declining as the asset total rises, so
   shareholders benefit from the overall growth in mutual fund assets.

<TABLE>
   Group Fee Schedule
<CAPTION>
    <S>               <C>
    0.334%*           First $50 billion

    0.305%            Next $30 billion

    0.300%            Next $40 billion

    0.295%            Thereafter
    -------------------------------------
</TABLE>


   * Represents a blended group fee rate containing various break points.
<PAGE>


INVESTING WITH T. ROWE PRICE
   The fund's portion of the group fee is determined by the ratio of its daily
   net assets to the daily net assets of all the T. Rowe Price funds described
   previously. Based on combined T. Rowe Price fund assets of over $94 billion

   at December 31, 2001, the group fee was 0.32%. .  The individual fund fee is
   0.35%.


 Distribution, Shareholder Servicing, and Recordkeeping Fees

   Small-Cap Value Fund-Advisor Class has adopted a 12b-1 plan under which it
   pays a fee at the rate of up to 0.25% of its daily net assets per year to
   various intermediaries for distribution and servicing of its shares. These
   payments may be more or less than the costs incurred by the intermediaries.
   Because the fees are paid from the Advisor Class net assets on an ongoing
   basis, they will increase the cost of your investment and, over time, could
   result in your paying more than with other types of sales charges. The
   Advisor Class may also separately compensate intermediaries at a rate of up
   to 0.10% of daily net assets per year for various recordkeeping and transfer
   agent services they perform.



 UNDERSTANDING PERFORMANCE INFORMATION
 ----------------------------------------------------------
   This section should help you understand the terms used to describe fund
   performance.


 Total Return

   This tells you how much an investment has changed in value over a given time
   period. It reflects any net increase or decrease in the share price and
   assumes that all dividends and capital gains (if any) paid during the period
   were reinvested in additional shares. Therefore, total return numbers include
   the effect of compounding.

   Advertisements may include cumulative or average annual total return figures,
   which may be compared with various indices, other performance measures, or
   other mutual funds.


 Cumulative Total Return

   This is the actual return of an investment for a specified period. A
   cumulative return does not indicate how much the value of the investment may
   have fluctuated during the period. For example, an investment could have a
   10-year positive cumulative return despite experiencing some negative years
   during that time.
<PAGE>

T. ROWE PRICE
 Average Annual Total Return

   This is always hypothetical and should not be confused with actual
   year-by-year results. It smooths out all the variations in annual performance
   to tell you what constant year-by-year return would have produced the
   investment's actual cumulative return. This gives you an idea of an
   investment's annual contribution to your portfolio, provided you held it for
   the entire period.



 INVESTMENT POLICIES AND PRACTICES
 ----------------------------------------------------------
   This section takes a detailed look at some of the types of fund securities
   and the various kinds of investment practices that may be used in day-to-day
   portfolio management. Fund investments are subject to further restrictions
   and risks described in the Statement of Additional Information.

   Shareholder approval is required to substantively change fund objectives and
   certain investment restrictions noted in the following section as
   "fundamental policies." The managers also follow certain "operating policies"
   which can be changed without shareholder approval. However, significant
   changes are discussed with shareholders in fund reports. Fund investment
   restrictions and policies apply at the time of investment. A later change in
   circumstances will not require the sale of an investment if it was proper at
   the time it was made.

   Fund holdings of certain kinds of investments cannot exceed maximum
   percentages of total assets, which are set forth in this prospectus. For
   instance, fund investments in hybrid instruments are limited to 10% of total
   assets. While these restrictions provide a useful level of detail about fund
   investments, investors should not view them as an accurate gauge of the
   potential risk of such investments. For example, in a given period, a 5%
   investment in hybrid instruments could have significantly more of an impact
   on a fund's share price than its weighting in the portfolio. The net effect
   of a particular investment depends on its volatility and the size of its
   overall return in relation to the performance of all other fund investments.

   Changes in fund holdings, fund performance, and the contribution of various
   investments are discussed in the shareholder reports sent to you.


   . Fund managers have considerable leeway in choosing investment strategies
     and selecting securities they believe will help achieve fund objectives.


 Types of Portfolio Securities

   In seeking to meet its investment objective, the fund may invest in any type
   of security or instrument (including certain potentially high-risk
   derivatives described in this section) whose investment characteristics are
   consistent with its
<PAGE>


INVESTING WITH T. ROWE PRICE
   investment program. The following pages describe various types of fund
   securities and investment management practices.

   Fundamental policy  The fund will not purchase a security if, as a result,
   with respect to 75% of its total assets, more than 5% of its total assets
   would be invested in securities of a single issuer, or if more than 10% of
   the outstanding voting securities of the issuer would be held by the fund.

   Fund investments are primarily in common stocks (normally, at least 80% of
   net

   assets) and, to a lesser degree, other types of securities as described
   below.

   Common and Preferred Stocks
   Stocks represent shares of ownership in a company. Generally, preferred stock
   has a specified dividend and ranks after bonds and before common stocks in
   its claim on income for dividend payments and on assets should the company be
   liquidated. After other claims are satisfied, common stockholders participate
   in company profits on a pro-rata basis; profits may be paid out in dividends
   or reinvested in the company to help it grow. Increases and decreases in
   earnings are usually reflected in a company's stock price, so common stocks
   generally have the greatest appreciation and depreciation potential of all
   corporate securities. While most preferred stocks pay a dividend, preferred
   stock may be purchased where the issuer has omitted, or is in danger of
   omitting, payment of its dividend. Such investments would be made primarily
   for their capital appreciation potential.

   Convertible Securities and Warrants
   Investments may be made in debt or preferred equity securities convertible
   into, or exchangeable for, equity securities. Traditionally, convertible
   securities have paid dividends or interest at rates higher than common stocks
   but lower than nonconvertible securities. They generally participate in the
   appreciation or depreciation of the underlying stock into which they are
   convertible, but to a lesser degree. In recent years, convertibles have been
   developed which combine higher or lower current income with options and other
   features. Warrants are options to buy a stated number of shares of common
   stock at a specified price anytime during the life of the warrants
   (generally, two or more years). Warrants can be highly volatile, have no
   voting rights, and pay no dividends.

   Foreign Securities
   Investments may be made in foreign securities. These include
   nondollar-denominated securities traded outside of the U.S. and
   dollar-denominated securities of foreign issuers traded in the U.S. (such as
   ADRs and ADSs). Such investments increase a portfolio's diversification and
   may enhance return, but they also involve some special risks, such as
   exposure to potentially adverse local, political, and economic developments;
   nationalization and exchange controls; potentially lower liquidity and higher
   volatility; possible problems arising from
<PAGE>

T. ROWE PRICE
   accounting, disclosure, settlement, and regulatory practices that differ from
   U.S. standards; and the chance that fluctuations in foreign exchange rates
   will decrease the investment's value (favorable changes can increase its
   value). These risks are heightened for investments in developing countries,
   and there is no limit on the amount of fund foreign investments that may be
   made in such countries.

   Operating policy  Fund investments in foreign securities are limited to 20%
   of total assets.

   Fixed-Income Securities
   From time to time, we may invest in debt securities of any type, including
   municipal securities, without regard to quality or rating. Such securities
   would be purchased in companies, municipalities, or entities which meet the
   investment criteria for the fund. The price of a bond fluctuates with changes
   in interest rates, generally rising when interest rates fall and falling when
   interest rates rise.

   High-Yield, High-Risk Bonds
   The total return and yield of lower-quality (high-yield, high-risk) bonds,
   commonly referred to as "junk" bonds, can be expected to fluctuate more than
   the total return and yield of higher-quality, shorter-term bonds, but not as
   much as those of common stocks. Junk bonds (those rated below BBB or in
   default) are regarded as predominantly speculative with respect to the
   issuer's continuing ability to meet principal and interest payments.

   Operating policy  The fund may purchase any type of noninvestment-grade debt
   security (or junk bond) including those in default. The fund will not
   purchase this type of security if it would have more than 5% of its total
   assets invested in such securities. Fund investments in convertible
   securities are not subject to this limit.

   Hybrid Instruments
   These instruments (a type of potentially high-risk derivative) can combine
   the characteristics of securities, futures, and options. For example, the
   principal amount, redemption, or conversion terms of a security could be
   related to the market price of some commodity, currency, or securities index.
   Such securities may bear interest or pay dividends at below market or even
   relatively nominal rates. Under some conditions, the redemption value of such
   an investment could be zero.


   . Hybrids can have volatile prices and limited liquidity, and their use may
     not be successful.

   Operating policy  Fund investments in hybrid instruments are limited to 10%
   of total assets.
<PAGE>


INVESTING WITH T. ROWE PRICE
   Private Placements
   These securities are sold directly to a small number of investors, usually
   institutions. Unlike public offerings, such securities are not registered
   with the SEC. Although certain of these securities may be readily sold, for
   example, under Rule 144A, others may be illiquid, and their sale may involve
   substantial delays and additional costs.

   Operating policy  Fund investments in illiquid securities are limited to 15%
   of net assets.


 Types of Investment Management Practices

   Reserve Position
   A certain portion of fund assets will be held in money market reserves. Fund
   reserve positions are expected to consist primarily of shares of one or more
   T. Rowe Price internal money market funds. Short-term, high-quality U.S. and
   foreign dollar-denominated money market securities, including repurchase
   agreements, may also be held. For temporary, defensive purposes, there is no
   limit on fund investments in money market reserves. The effect of taking such
   a position is that the fund may not achieve its investment objective. The
   reserve position provides flexibility in meeting redemptions, paying
   expenses, and in the timing of new investments and can serve as a short-term
   defense during periods of unusual market volatility.

   Borrowing Money and Transferring Assets
   Fund borrowings may be made from banks and other T. Rowe Price funds for
   temporary emergency purposes to facilitate redemption requests, or for other
   purposes consistent with fund policies as set forth in this prospectus. Such
   borrowings may be collateralized with fund assets, subject to restrictions.

   Fundamental policy  Borrowings may not exceed 33/1//\\/3/\\% of total fund
   assets.

   Operating policy  Fund transfers of portfolio securities as collateral will
   not be made except as necessary in connection with permissible borrowings or
   investments, and then such transfers may not exceed 33/1//\\/3/\\% of fund
   total assets. Fund purchases of additional securities will not be made when
   borrowings exceed 5% of total assets.

   Futures and Options
   Futures, a type of potentially high-risk derivative, are often used to manage
   or hedge risk because they enable the investor to buy or sell an asset in the
   future at an agreed-upon price. Options, another type of potentially
   high-risk derivative, give the investor the right (where the investor
   purchases the option), or the obligation (where the investor "writes" or
   sells the option), to buy or sell an asset at a predetermined price in the
   future. Futures and options contracts may be bought or sold for any number of
   reasons, including: to manage fund exposure to
<PAGE>

T. ROWE PRICE
   changes in securities prices and foreign currencies; as an efficient means of
   adjusting fund overall exposure to certain markets; in an effort to enhance
   income; to protect the value of portfolio securities; and as a cash
   management tool. Call or put options may be purchased or sold on securities,
   financial indi

   ces, and foreign currencies.

   Futures contracts and options may not always be successful hedges; their
   prices can be highly volatile; using them could lower fund total return; and
   the potential loss from the use of futures can exceed a fund's initial
   investment in such contracts.

   Operating policies  Futures: Initial margin deposits and premiums on options
   used for nonhedging purposes will not exceed 5% of fund net asset value.
   Options on securities: The total market value of securities covering call or
   put options may not exceed 25% of fund total assets. No more than 5% of fund
   total assets will be committed to premiums when purchasing call or put
   options.

   Exchange Traded Funds (ETFs)
   These are a type of index fund bought and sold on a securities exchange. An
   ETF trades like common stock and represents a fixed portfolio of securities
   designed to track a particular market index. The fund could purchase an ETF
   to temporarily gain exposure to a portion of the U.S. or a foreign market
   while awaiting purchase of underlying securities. The risks of owning an ETF
   generally reflect the risks of owning the underlying securities they are
   designed to track, although lack of liquidity in an ETF could result in it
   being more volatile and ETFs have management fees which increase their costs.

   Managing Foreign Currency Risk
   Investors in foreign securities may attempt to "hedge" their exposure to
   potentially unfavorable currency changes. The primary means of doing this is
   through the use of "forwards"- contracts to exchange one currency for another
   on some future date at a specified exchange rate. However, futures, swaps,
   and options on these instruments may also be used. In certain circumstances,
   a "proxy currency" may be substituted for the currency in which the
   investment is denominated, a strategy known as "proxy hedging." If the fund
   were to engage in any of these foreign currency transactions, they would be
   primarily to protect a fund's foreign securities from adverse currency
   movements relative to the dollar. Such transactions involve the risk that
   anticipated currency movements will not occur, which could reduce fund total
   return. There are certain markets, including many emerging markets, where it
   is not possible to engage in effective foreign currency hedging.
<PAGE>


INVESTING WITH T. ROWE PRICE
   Lending of Portfolio Securities
   Fund securities may be lent to broker-dealers, other institutions, or other
   persons to earn additional income. Risks include the potential insolvency of
   the broker-dealer or other borrower that could result in delays in recovering
   securities and capital losses. Additionally, losses could result from the
   reinvestment of collateral received on loaned securities.

   Fundamental policy  The value of loaned securities may not exceed
   33/1//\\/3/\\% of total fund assets.

   Portfolio Turnover
   Turnover is an indication of frequency of trading. The fund will not
   generally trade in securities for short-term profits, but, when circumstances
   warrant, securities may be purchased and sold without regard to the length of
   time held. A high turnover rate may increase transaction costs, result in
   additional capital gain distributions, and reduce fund total return. The
   fund's portfolio turnover rates

   are shown in the Financial Highlights table.



 FINANCIAL HIGHLIGHTS
 ----------------------------------------------------------
   Table 3, which provides information about the class's financial history, is
   based on a single share outstanding throughout the periods shown. The table
   is part of the class's financial statements, which are included in its annual
   report and are incorporated by reference into the Statement of Additional
   Information (available upon request). The total returns in the table
   represent the rate that an investor would have earned or lost on an
   investment in the class (assuming reinvestment of all dividends and
   distributions and no payment of account or (if applicable) redemption fees).
   The financial statements in the annual report were audited by the fund's
   independent accountants, PricewaterhouseCoopers LLP.
<PAGE>

T. ROWE PRICE
<TABLE>
 Table 3  Financial Highlights
<CAPTION>
                                3/31/00/*/
                                  through      Year ended December 31
                                 12/31/00
                              -----------------         2001
 -----------------------------                 -----------------------------
 <S>                          <C>              <C>                     <S>

  Net asset value,
  beginning of period            $18.23               $ 19.14
  Income From Investment Operations
  Net investment income            0.10                  0.10
                              -----------------------------------------
  Net gains or losses on
  securities (both realized        2.69                  4.05
  and unrealized)
                              -----------------------------------------
  Total from investment
  operations                       2.79                  4.15
  Less Distributions
  Dividends (from net             (0.20)                (0.17)
  investment income)
                              -----------------------------------------
  Distributions (from             (1.68)                (0.48)
  capital gains)
                              -----------------------------------------
  Returns of capital                 --                    --
                              -----------------------------------------
  Total distributions             (1.88)                (0.65)
                              -----------------------------------------
  Net asset value,               $19.14               $ 22.64
  end of period
                              -----------------------------------------
  Total return                    15.77%                21.84%
  Ratios/Supplemental Data
  Net assets, end of period      $1,408               $25,296
  (in thousands)
                              -----------------------------------------
  Ratio of expenses to             0.80%/a/              1.05%
  average net assets
                              -----------------------------------------
  Ratio of net income to           1.50%/a/              0.86%
  average net assets
                              -----------------------------------------
  Portfolio turnover rate          14.4%/a/              16.8%
 ---------------------------------------------------------------------------
</TABLE>


 * Inception date.

 /a/      Annualized.
<PAGE>

 INVESTING WITH T. ROWE PRICE
 ACCOUNT REQUIREMENTS AND TRANSACTION INFORMATION
 ----------------------------------------------------------
Tax Identification
Number
The intermediary must provide us with its certified Social Security or tax
identification number (TIN). Otherwise, federal law requires the funds to
withhold a percentage (currently 30%) of dividends, capital gain distributions,
and redemptions, and may subject the intermediary or account holder to an IRS
fine. If this information is not received within 60 days after the account is
established, the account may be redeemed at the fund's NAV on the redemption
date.

The information in
this section is for use
by intermediaries only. Shareholders of the
Advisor Class should contact their intermediary for information regarding the
intermediary's policies on purchasing, exchanging, and redeeming fund shares as
well as initial and subsequent investment minimums.
All initial and subsequent investments by intermediaries must be made by bank
wire.

Opening a New Account
$2,500 minimum initial investment; $1,000 for retirement plans or gifts or
transfers to minors (UGMA/UTMA) accounts

Intermediaries should call Financial Institution Services for an account number
and assignment to a dedicated service representative and give the following wire
information to their bank:

Receiving Bank:  PNC Bank, N.A. (Pittsburgh)
Receiving Bank ABA#:  043000096
Beneficiary:  T. Rowe Price [fund name]
Beneficiary Account:  1004397951
Originator to Beneficiary Information (OBI):
name of owner(s) and account number

Complete a New Account Form and mail it to one of the appropriate addresses
listed below. Intermediaries must also enter into a separate agreement with the
fund or its agent.

via U.S. Postal Service
T. Rowe Price Financial Institution Services
P.O. Box 17603
Baltimore, MD 21297-1603
<PAGE>

T. ROWE PRICE
via private carriers/overnight services
T. Rowe Price Financial Institution Services
Four Financial Center
4515 Painters Mill Road
Owings Mills, MD 21117-4842



 PURCHASING ADDITIONAL SHARES
 ----------------------------------------------------------
$100 minimum purchase; $50 minimum for retirement plans, Automatic Asset
Builder, and gifts or transfers to minors (UGMA/UTMA) accounts

By Wire
Intermediaries should call Financial Institution Services or use the wire
instructions listed in Opening a New Account.

Exchange Service
You can move money from one account to an existing identically registered
account or open a new identically registered account. Intermediaries should call
their Financial Institution Services representative.

Redemptions
Unless otherwise indicated, redemption proceeds will be wired to the
intermediary's designated bank. Intermediaries should contact their Financial
Institution Services representative.



 RIGHTS RESERVED BY THE FUNDS
 ----------------------------------------------------------
T. Rowe Price funds and their agents reserve the following rights: (1) to refuse
any purchase or exchange order; (2) to cancel or rescind any purchase or
exchange order (including, but not limited to, orders deemed to result in
excessive trading, market timing, fraud, or 5% ownership) upon notice to the
intermediary within five business days of the trade or if the written
confirmation has not been received by the shareholder, whichever is sooner; (3)
to freeze any account and suspend account services when notice has been received
of a dispute between the registered or beneficial account owners or there is
reason to believe a fraudulent transaction may occur; (4) to otherwise modify
the conditions of purchase and any services at any time; and (5) to act on
<PAGE>


INVESTING WITH T. ROWE PRICE
instructions reasonably believed to be genuine. These actions will be taken
when, in the sole discretion of management, they are deemed to be in the best
interest of the fund.

In an effort to protect T. Rowe Price funds from the possible adverse effects of
a substantial redemption in a large account, as a matter of general policy, no
shareholder or group of shareholders controlled by the same person or group of
persons will knowingly be permitted to purchase in excess of 5% of the
outstanding shares of a fund, except upon approval of the fund's management.
<PAGE>

T. ROWE PRICE
 T. ROWE PRICE PRIVACY POLICY
 ----------------------------------------------------------
 In the course of doing business with T. Rowe Price, you share personal and
 financial information with us. We treat this information as confidential and
 recognize the importance of protecting access to it.

 You may provide information when communicating or transacting with us in
 writing, electronically, or by phone. For instance, information may come from
 applications, requests for forms or literature, and your transactions and
 account positions with us. On occasion, such information may come from consumer
 reporting agencies and those providing services to us.

 We do not sell information about current or former customers to any third
 parties, and we do not disclose it to third parties unless necessary to process
 a transaction, service an account, or as otherwise permitted by law. We may
 share information within the T. Rowe Price family of companies in the course of
 providing or offering products and services to best meet your investing needs.
 We may also share that information with companies that perform administrative
 or marketing services for T. Rowe Price, with a research firm we have hired, or
 with a business partner, such as a bank or insurance company with whom we are
 developing or offering investment products. When we enter into such a
 relationship, our contracts restrict the companies' use of our customer
 information, prohibiting them from sharing or using it for any purposes other
 than those for which they were hired.

 We maintain physical, electronic, and procedural safeguards to protect your
 personal information. Within T. Rowe Price, access to such information is
 limited to those who need it to perform their jobs, such as servicing your
 accounts, resolving problems, or informing you of new products or services.
 Finally, our Code of Ethics, which applies to all employees, restricts the use
 of customer information and requires that it be held in strict confidence.

 This Privacy Policy applies to the following T. Rowe Price family of companies:
 T. Rowe Price Associates, Inc.; T. Rowe Price Advisory Services, Inc.; T. Rowe
 Price Investment Services, Inc.; T. Rowe Price Savings Bank; T. Rowe Price
 Trust Company; and the T. Rowe Price Funds.
<PAGE>

T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, MD 21202
A fund Statement of Additional Information has been filed with the Securities
and Exchange Commission and is incorporated by reference into this prospectus.
Further information about fund investments, including a review of market
conditions and the manager's recent strategies and their impact on performance,
is available in the annual and semiannual shareholder reports. To obtain free
copies of any of these documents, call your intermediary.

Fund information and Statements of Additional Information are also available
from the Public Reference Room of the Securities and Exchange Commission.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-202-942-8090. Fund reports and other fund information are
available on the EDGAR Database on the SEC's Internet site at
http://www.sec.gov. Copies of this information may be obtained, after paying a
duplicating fee, by electronic request at publicinfo@sec.gov, or by writing the
Public Reference Room, Washington D.C. 20549-0102.
1940 Act File No. 811-2215

E246-040 6/6/02