MID-CAP GROWTH ACCOUNT - II 

Following is a summary of information about the Mid-Cap Growth Account II. Investors are advised to learn key data about an investment prior to making any investment decision.

Objective

The objective of this account is to seek long-term growth of capital by investing primarily in common stocks of medium-sized growth companies. It invests solely in the T. Rowe Price Diversified Mid-Cap Growth Fund.

Investor Profile

The Mid-Cap Growth Account II may be suitable for investors seeking greater potential for capital appreciation than is provided by investing in large companies and are willing to incur the higher risk associated with investments in mid-cap stocks. Investors must be willing and able to accept substantial change in unit price in the short, long, and very-long term.

Investment Strategy

T. Rowe Price Diversified Mid-Cap Growth Fund invests at least 80 percent of the fund’s net assets in a diversified portfolio of common stocks of mid-cap companies whose earnings T. Rowe Price expects to grow at a faster rate than the average company. Mid-cap companies are defined as those whose market capitalization falls within the range of either the S&P MidCap 400 Index ($336 million to $11,819 million as of December 31, 2003) or the Russell MidCap Growth Index ($480 million to $17,024 million as of December 31, 2003).

Investment Considerations

The principal value of the Mid-Cap Growth Account II is subject to decline over short and even long periods because of weakness in the broad market, a particular industry or specific holdings. The stocks of mid-cap companies entail greater risks and are usually more volatile than shares of larger companies. In addition, growth stocks can be more volatile because they usually reinvest a high proportion of earnings in their own business and may lack the dividends usually associated with value stocks that can cushion their decline in a falling market. Also, since investors buy these shares because of their expected superior earning growth, earnings disappointments often result in sharp price declines.

PORTFOLIO DATA

Asset Allocation (as of 06-30-2008)     Domestic Stocks 94.80% Foreign Stocks 5.10% Cash 0.10%   Key Facts (as of 06-30-2008)     Number of Stocks 292 Price/Earnings Ratio 16.10x Turnover % (12 Month) 27.90% Standard Deviation as of 12-31-2007 2.24%   Top Ten Stock Holdings (as of 06-30-2008) Concentration   Range   Weatherford International Ltd 0 %     Foundation Coal Holdings 0 %     Arch Coal, Inc. 0 %     Williams Cos Inc. 0 %     Core Laboratories 0 %     CONSOL Energy, Inc. 0 %     Smith International Inc 0 %     Ultra Petroleum Corp. 0 %     Intrepid Potash 0 %     FMC Technologies Inc. 0 %     Top Ten Equals 9.9%   Top Sectors (as of 06-30-2008)       Information Technology 20.00 % Industrials and Business Services 16.60 % Energy 16.60 % Consumer Discretionary 15.90 % Health Care 15.60 % Financials 6.30 % Materials 3.30 % Telecommunication Services 2.90 % Consumer Staples 2.20 % Utilities 0.70 % Total 100.10 % T. Rowe Price Diversified Mid-Cap Growth Fund* Average Annual Returns Annual Total Returns (as of 07-31-2008) (as of 12-31)           1 Month (2.95)%     3 Months (4.15)%     YTD (8.49)%     1 year (4.95)%     3 years 5.83%     5 years N/A     10 years N/A                                     2004       13.70%     2005       9.67%     2006       8.74%     2007       13.59%