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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Section
Rule 14a-12
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
T. Rowe Price Spectrum Fund, Inc.
_________________________________________________________________
(Name of Registrant as Specified in its Charter)
T. Rowe Price Spectrum Fund, Inc.
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)
and 0-11.
1) Title of each class of securities to which transaction
applies:
_________________________________________________________
2) Aggregate number of securities to which transaction
applies:
_________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
_________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________
5) Total fee paid:
_________________________________________________________
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[ ] Fee paid previously with preliminary materials:
_________________________________________________________
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
1) Amount previously paid:
_________________________________________________________
2) Form, schedule, or Registration Statement no.:
_________________________________________________________
3) Filing party:
_________________________________________________________
4) Date filed:
_________________________________________________________
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_________________________________________________________________
T. ROWE PRICE SPECTRUM GROWTH AND INCOME FUNDS, 100 East Pratt
Street, Baltimore, Maryland 21202
February 24, 1997
James S. Riepe
Chairman of the Board
Dear Fellow Shareholder:
We cordially invite you to attend a Special Meeting of
Shareholders of the Spectrum Growth and Spectrum Income Funds to
be held on Wednesday, April 16, 1997, at 8:30 a.m. in the offices
of T. Rowe Price Associates, Inc. at 100 East Pratt Street,
Baltimore, Maryland 21202.
The items to be voted on at the meeting are summarized in the
enclosed "Notice of Special Meeting" and are discussed in detail
in the accompanying proxy statement. We would like to draw your
attention to two recommendations of the Board of Directors of the
T. Rowe Price Spectrum Fund, Inc., the parent organization of the
Spectrum portfolios. The Board recommends changing the status of
the following two fund policies from "fundamental" to
"operating": 1) the selection of T. Rowe Price funds in which
each Spectrum Fund can invest; and 2) the minimum and maximum
percentages of each Spectrum Fund's assets that can be invested
in each underlying fund. Whereas fundamental policies can be
changed only by a shareholder vote, operating policies can be
changed by a fund's Board of Directors.
Your Directors are seeking these changes because the substantial
growth in the assets of the Spectrum Growth and Income Funds
increases the need for flexibility in choosing underlying funds
and in adjusting the allocations to those funds. We would, of
course, notify you of any changes made in these two areas in the
annual prospectus mailing and in the Spectrum Funds' shareholder
reports.
We encourage you to vote now by using the enclosed proxy card and
returning it in the postpaid envelope. Your participation is
important, and an early response could save your fund the
considerable costs of a follow-up mailing.
PAGE 4
If you would like additional information concerning the matters
to be voted on or if we can answer any questions, please let us
know. We very much appreciate your confidence and support.
Sincerely,
/s/James S. Riepe
James S. Riepe
Chairman of the Board
CUSIP#779906205/FUND#89
CUSIP#779906106/FUND#88
PAGE 5
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Notice of Special Meeting of Shareholders
April 16, 1997
A Special Meeting of Shareholders of the Spectrum Growth and
Spectrum Income Funds, (each a "Fund" and collectively the
"Funds"), respectively, will be held jointly on Wednesday, April
16, 1997, at 8:30 o'clock a.m., Eastern time, at the offices of
the Funds, 100 East Pratt Street, Baltimore, Maryland 21202. The
Funds are individual portfolios of T. Rowe Price Spectrum Fund,
Inc. (the "Corporation"), a Maryland corporation. The following
matters will be acted upon at that time:
Proposals to change from fundamental to operating each Fund's
policy on:
1. The selection of underlying Price funds in which the Fund
can invest; and
2. The minimum and maximum percentages of the Fund's assets
that can be invested in each underlying Price fund.
In their discretion, the proxies also are authorized to
transact such other business as may properly come before
the meeting and any adjournments thereof.
LENORA V. HORNUNG
Secretary
February 24, 1997
100 East Pratt Street
Baltimore, Maryland 21202
PAGE 6
_________________________________________________________________
YOUR VOTE IS IMPORTANT
Shareholders are urged to designate their choices on each of the
matters to be acted upon and to date, sign, and return the
enclosed proxy in the envelope provided, which requires no
postage if mailed in the United States. Your prompt return of
the proxy will help assure a quorum at the meeting and avoid the
additional Fund expense of further solicitation.
_________________________________________________________________
CUSIP#779906205/FUND#89
CUSIP#779906106/FUND#88
PAGE 7
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Special Meeting of Shareholders--April 16, 1997
PROXY STATEMENT
This statement is furnished in connection with the
solicitation of proxies by the Spectrum Growth and Spectrum
Income Funds (each a "Fund" collectively the "Funds"),
respectively, for use at a Special Meeting of Shareholders of the
Funds to be held jointly on April 16, 1997, and at any
adjournments thereof. The principal executive offices of the
Funds are located at 100 East Pratt Street, Baltimore, Maryland
21202. The Funds are individual portfolios of T. Rowe Price
Spectrum Fund, Inc. (the "Corporation"), a Maryland corporation.
Shareholders are entitled to one vote for each full share,
and a proportionate vote for each fractional share, of the Funds
held as of the record date. Under Maryland law, shares owned by
two or more persons (whether as joint tenants, co-fiduciaries, or
otherwise) will be voted as follows, unless a written instrument
or court order providing to the contrary has been filed with the
Funds: (1) if only one votes, that vote will bind all; (2) if
more than one votes, the vote of the majority will bind all; and
(3) if more than one votes and the vote is evenly divided, the
vote will be cast proportionately.
If the enclosed proxy form is executed properly and
returned in time to be voted at the meeting, the individuals
named as proxies (or their substitutes) in the enclosed proxy
card (or cards if you have multiple accounts) will vote the
shares represented in accordance with your directions as
indicated thereon. You may direct the proxy holders to vote your
shares on a Proposal by checking the appropriate box "For" or
"Against," or instruct them not to vote those shares on the
Proposal by checking the "Abstain" box. Alternatively, you may
simply sign, date and return your proxy card(s) with no specific
instructions as to the Proposals. Executed proxies that are
unmarked will be voted: FOR changing from a fundamental to
operating policy each Fund's policy on (i) the selection of
underlying Price funds in which the Spectrum Fund can invest; and
(ii) the minimum and maximum percentages of the Spectrum Fund's
assets that can be invested in each underlying Price fund. Any
proxy may be revoked at any time prior to its exercise by filing
with the Fund a written notice of revocation, by delivering a
PAGE 8
duly executed proxy bearing a later date, or by attending the
meeting and voting in person.
The Board of Directors has fixed the close of business on
February 14, 1997, as the record date for the determination of
shareholders entitled to notice of and to vote at the Special
Meeting or any adjournment thereof.
In order to hold the meeting, a majority of the respective
Fund's shares entitled to be voted must have been received by
proxy or be present at the meeting. In the event that a quorum
is present but sufficient votes in favor of one or more of the
Proposals are not received by the time scheduled for the meeting,
the persons named as proxies may propose one or more adjournments
of the meeting to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority
of the shares present in person or by proxy at the session of the
meeting adjourned. The persons named as proxies will vote in
favor of such adjournment if they determine that such adjournment
and additional solicitation is reasonable and in the interests of
the Funds' shareholders.
Abstentions and "broker non-votes" (as defined below) are
counted for purposes of determining whether a quorum is present
and have the effect of counting as a vote against the Proposals.
"Broker non-votes" are shares held by a broker or nominee for
which an executed proxy is received by a Fund, but are not voted
as to one or more Proposals because instructions have not been
received from the beneficial owners or persons entitled to vote
and the broker or nominee does not have discretionary voting
power.
The costs of the meeting, including the solicitation of
proxies, will be paid by the Funds. Persons holding shares as
nominees will be reimbursed, upon request, for their reasonable
expenses in sending solicitation materials to the principals of
the accounts. In addition to the solicitation of proxies by mail
solicitations on behalf of the Board of Directors may also be
made by personal interview, telegram and telephone. Certain
officers and regular agents of the Funds or of their investment
manager, T. Rowe Price Associates, Inc. ("T. Rowe Price"), who
will receive no additional compensation for their services, may
use their efforts, by telephone or otherwise, to request the
return of proxies.
PAGE 9
Solicitation of proxies by telephone. In addition to
soliciting proxies by mail, in person or by telephone, a Fund may
arrange to have votes recorded by telephone. The telephone
voting procedure is designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of
their shares in accordance with their instructions and to confirm
that their instructions have been properly recorded. The Funds
have been advised by counsel that these procedures are consistent
with the requirements of applicable law. If these procedures
were subject to a successful legal challenge, such votes would
not be counted at the meeting. The Funds are unaware of any such
challenge at this time. Shareholders would be called at the
telephone number T. Rowe Price has in its records for their
accounts, and would be asked for their Social Security number or
other identifying information. The shareholders would then be
given an opportunity to authorize proxies to vote their shares at
the meeting in accordance with their instructions. To ensure
that the shareholders' instructions have been recorded correctly,
they will also receive a confirmation of their instructions in
the mail. A special toll-free number will be available in case
the information contained in the confirmation is incorrect.
THE FUNDS VOTE SEPARATELY AND APPROVAL OF EACH PROPOSAL FOR
EACH FUND REQUIRES THE AFFIRMATIVE VOTE OF THE HOLDERS OF THE
LESSER OF:
(A) 67% OF THE SHARES PRESENT AT THE MEETING IN PERSON OR
BY PROXY (IF THE HOLDERS OF 50% OR MORE OF THE
OUTSTANDING VOTING SECURITIES ARE PRESENT OR
REPRESENTED BY PROXY), OR
(B) A MAJORITY OF THE FUND'S OUTSTANDING SHARES.
If a proposed change is approved, it will become effective
May 1, 1997 If a proposed change is not approved, it will not
become effective.
The approximate date on which this Proxy Statement and Form
of Proxy are first being mailed to shareholders is February 24,
1997.
BACKGROUND INFORMATION
The Spectrum Income and Spectrum Growth Funds each allocate
their assets within set limits among various designated
underlying T. Rowe Price Funds (the "Designated Price Funds").
The Designated Price Funds in which each Spectrum Fund invests
and the percentage of each Spectrum Fund s total assets which may
be allocated to each Designated Price Fund are set forth
below.
PAGE 10
Spectrum Investment Spectrum Investment
Income Fund Range (% of Growth Fund Range (% of
Income Fund Growth Fund
assets) assets)
_________________________________________________________________
Short-Term Prime Reserve
Bond Fund 0-15% Fund 0-25%
GNMA Fund 5-20% Equity Income
International Fund 5-20%
Bond Fund 5-20% Growth & Income
Equity Income Fund 5-20%
Fund 10-25% International
High Yield Stock Fund 5-20%
Fund 10-25% New Era Fund 10-25%
Prime Reserve New Horizons
Fund 5-30% Fund 10-25%
New Income Growth Stock
Fund 15-30% Fund 15-30%
_________________________________________________________________
The Designated Price Funds in which the Spectrum Funds can
invest (the "Designated Price Funds' Policy") and the percentage
of each Spectrum Fund's assets which can be allocated to each
Designated Price Fund (the "Percentage Range Policy") are
fundamental policies and, as such, can not be changed without
shareholder approval. The Board of Directors of the Spectrum
Funds has decided that it is in the best interest of each
Spectrum Fund to change these two fundamental policies to
operating policies. The purpose of this Special Shareholder
Meeting is to seek the required approval of shareholders to make
these changes.
Adoption of the proposals would provide the Spectrum Funds
with the same degree of flexibility in managing their investment
programs that most mutual funds have--the ability to select
appropriate investments and determine how much of their assets to
allocate to them without seeking shareholder approval.
Importantly, the proposed changes do not reflect any change in
the investment objectives and philosophy of the Spectrum Funds.
Moreover, as operating policies, any changes which the Spectrum
Funds desired to make in the Price Funds in which they could
invest and the percentage ranges allocated to each Price Fund
would still be subject to approval by the Board of Directors
before implementation.
Background. The Designated Price Funds Policy and the
Percentage Range Policy have been fundamental policies of the
Spectrum Funds since they began operations in 1990. The policies
were required to be fundamental by the Securities and Exchange
PAGE 11
Commission ("SEC") as part of the exemptive order it granted the
Spectrum Funds to permit their operation as a fund of funds. A
fund of funds is simply a mutual fund, like each of the Spectrum
Funds, which invests in other mutual funds, like the Designated
Price Funds.
Since the Spectrum Funds obtained their initial exemptive
order from the SEC, the SEC has significantly relaxed the
conditions under which it will allow funds of funds to operate.
In 1995, the SEC modified the Spectrum Funds', exemptive order to
remove the requirement that the Designated Price Funds' Policy
and the Percentage Range Policy be fundamental. In 1996, Congress
enacted amendments to the Investment Company Act of 1940 (the
"1940 Act") which were modeled on the Spectrum Funds' amended
exemptive order. The 1996 amendments to the 1940 Act reduced the
restrictions on the operation of funds of funds which, like the
Spectrum Funds, invest in an affiliated group of mutual funds.
Under the 1996 amendments, funds of funds are permitted to
operate without the two fundamental policies to which the
Spectrum Funds are subject.
Even though the SEC and the 1940 Act have liberalized the
conditions, under which the Spectrum Funds can operate, the
Designated Price Funds Policy and the Percentage Range Policy are
still fundamental and cannot be changed without the approval of
shareholders. For the reasons described below, the Board of
Directors is recommending that shareholders approve changing
these policies from fundamental to operating.
1. CHANGE THE SELECTION OF UNDERLYING FUNDS IN WHICH EACH FUND
MAY INVEST FROM A FUNDAMENTAL TO AN OPERATING POLICY.
Proposed Change. The Board of Directors has proposed that
the Designated Price Funds' Policy for each Fund be changed from
fundamental to operating. Fundamental policies may be changed
only by shareholder vote, while operating policies may be changed
by the Board of Directors without shareholder approval. The
purpose of the proposal is to allow each Fund greater flexibility
in selecting the Designated Price Funds in which it can invest by
providing the Board of Directors with the authority to make
changes without further shareholder approval.
Reasons for the Proposed Change. The Designated Price
Funds' Policy has limited the Spectrum Funds to investing only in
the Designated Price Funds as set forth in the chart on page 4.
Normally, the selection of investments appropriate for a mutual
fund is a matter left to the discretion of the mutual fund s
investment manager. Within a stated investment objective and
program, the investment manager almost always is permitted to
choose those investments which are believed to represent the best
PAGE 12
mix of securities for the portfolio without seeking shareholder
approval. With the exception of the Spectrum Funds, every other
Price Fund has this type of flexibility. The proposed change
would simply provide T. Rowe Price, as the Spectrum Funds'
investment manager, with the same degree of discretion it has for
all the other Price Funds it manages. Adoption of the proposal
would still require the Spectrum Funds to obtain the approval of
the Board of Directors whenever T. Rowe Price desired to make a
change in the composition of the underlying Price Funds available
for the Spectrum Funds.
There are other mutual funds (the "Other Price Funds")
managed by T. Rowe Price and Rowe Price-Fleming International,
Inc. ("Price-Fleming") which may, from time to time, be
appropriate investments for the Spectrum Funds. There may be
additional Price Funds created in the future suitable as
investments for the Spectrum Funds. The Other Price Funds vary
in their investment objectives, programs and risks. Any Other
Price Fund chosen as an investment for the Spectrum Funds would
be selected on the basis of how its particular investment program
and risk profile fit into the overall mix of the particular
Spectrum Fund. Shareholders of the Funds would be informed of
any Other Price Fund added as an underlying investment for the
Spectrum Funds in the Funds' prospectus and/or shareholder
reports.
In considering whether to change the Designated Price Funds'
Policy from fundamental to operating, it is important to
emphasize that:
o The investment objectives of the Spectrum Funds are not
changing.
o The investment philosophy of the Spectrum Funds is not
changing. The Funds will continue to invest in various
Price Funds based on T. Rowe Price s outlook for the
relative valuations of the underlying funds and the
various markets in which the underlying funds invest.
The Spectrum Funds do not and will not attempt to "time
the market" by making rapid shifts in their investment
allocations in an attempt to make short-term profits.
Rather, they will continue to invest based on long-term
investment considerations.
o Shareholders will be informed of any changes made in
the composition of the Price Funds in which the
Spectrum Funds invest. This will be accomplished
through notification in the Funds prospectus and
shareholder reports.
PAGE 13
For the reasons just given, the Board of Directors recommends
that shareholders vote in favor of the proposal to change the
Designated Price Funds Policy from fundamental to operating.
2. CHANGE PERCENTAGE RANGES WHICH MAY BE ALLOCATED TO THE
UNDERLYING FUNDS FROM A FUNDAMENTAL TO AN OPERATING POLICY.
Proposed Change. The Board of Directors has proposed that
the Percentage Range Policy for each Fund be changed from
fundamental to operating. Fundamental policies may be changed
only by shareholder vote, while operating policies may be changed
by the Board of Directors without shareholder approval. The
purpose of the proposal is to allow each Spectrum Fund greater
flexibility in determining the proper mix of its assets among the
underlying Price Funds by providing the Board of Directors with
the authority to make changes in the amount of each Spectrum
Fund s assets that may be allocated to the underlying Price Funds
without further shareholder approval.
Reasons for the Proposed Change. The Percentage Range
Policy has limited the Spectrum Funds to investing only within
the percentage ranges as set forth in the chart on page 4.
Normally, the amount of a mutual fund s assets allocated to a
particular investment is a matter left to the discretion of the
mutual fund's investment manager. Within a stated investment
objective and program, the investment manager almost always is
permitted to determine the amount of fund assets which should be
invested in given securities and when that amount should be
increased or decreased without seeking shareholder approval. With
the exception of the Spectrum Funds, every other Price Fund has
this type of flexibility. The proposed change would simply
provide T. Rowe Price, as the Spectrum Funds' investment manager,
with the same degree of discretion it has for all the other Price
Funds it manages. Adoption of the proposal would still require
the Spectrum Funds to obtain the approval of the Board of
Directors whenever T. Rowe Price desired to make a change in the
minimum or maximum amount of Spectrum Fund assets which could be
allocated to a particular underlying Price Fund.
In considering whether to change the Percentage Range Policy from
fundamental to operating, it is important to emphasize that:
o The investment objectives of the Spectrum Funds are not
changing.
o The investment philosophy of the Spectrum Funds is not
changing. The Funds will continue to invest in various
Price Funds based on T. Rowe Price s outlook for the
relative valuations of the underlying funds and the
PAGE 14
various markets in which the underlying funds invest.
The Spectrum Funds do not and will not attempt to "time
the market" by making rapid shifts in their investment
allocations in an attempt to make short-term profits.
Rather, they will continue to invest based on long-term
investment considerations.
o Shareholders will be informed of any changes made in
the percentage ranges of Spectrum Funds assets which
can be allocated to the underlying Price Funds. This
will be accomplished through notification in the Funds'
prospectus and shareholder reports.
For the reasons just given, the Board of Directors recommends
that shareholders vote in favor of the proposal to change the
Percentage Range Policy from fundamental to operating.
PRINCIPAL HOLDERS
As of February 7, 1997, to the knowledge of each Fund, no
person beneficially owned more than five percent of that Fund's
outstanding shares.
SECURITY OWNERSHIP OF MANAGEMENT
_________________________________________________________________
Name of Beneficial Amount and Nature
Owner and Position of Ownership:
with Fund
Spectrum Spectrum
Income Growth
_________________________________________________________________
Jeffrey H. Donahue 732 725
Director
_________________________________________________________________
A. MacDonough Plant 5,291 34,069
Director
_________________________________________________________________
James S. Riepe 114 8,595
Chairman of the Board
_________________________________________________________________
Peter Van Dyke 31 1,819
President
_________________________________________________________________
Management as a Group 6,168 45,208
_________________________________________________________________
(a) All securities listed represent ownership in shares of
common stock.
(b) In addition to the shares owned beneficially and of record
by each of the nominees, the amounts shown reflect the
PAGE 15
proportionate interests of Messrs. Riepe and Van Dyke in
6,230 shares of the Spectrum Growth Fund and 5,146 shares of
the Spectrum Income Fund which are owned by a wholly-owned
subsidiary of the Fund's investment manager, T. Rowe Price.
The amount shown also reflects the aggregate interest of Mr.
Riepe in 8,457 shares of the Spectrum Growth Fund owned by
the T. Rowe Price 401(k) Plus Plan.
c) Management as a group, as well as each member of management
individually, own less than one percent of the outstanding
shares of the Funds.
INVESTMENT MANAGER, DISTRIBUTOR, TRANSFER AGENT, AND CUSTODIAN
The Funds' investment manager is T. Rowe Price, a Maryland
corporation, 100 East Pratt Street, Baltimore, Maryland 21202.
The Funds have an Underwriting Agreement with T. Rowe Price
Investment Services, Inc. ("Investment Services"), a Transfer
Agency Agreement with T. Rowe Price Services, Inc. ("Price
Services"), and an Agreement with T. Rowe Price Retirement Plan
Services, Inc. Each of these entities is a wholly owned
subsidiary of T. Rowe Price. The address of each is 100 East
Pratt Street, Baltimore, Maryland 21202. In addition, the Funds
have an Agreement with T. Rowe Price to perform fund accounting
services.
OTHER BUSINESS
The Board of Directors of the Funds knows of no other
matters to be presented for action at the meeting other than
those mentioned; however, if any other matters properly come
before the meeting, it is intended that the persons named in the
accompanying proxy will vote on such other matters in accordance
with the judgment of the best interests of the Funds.
All proxies received will be voted in favor of all of the
proposals, unless otherwise directed therein.
GENERAL INFORMATION
As of December 31, 1996, there were 124,491,393 shares of
the capital stock of the Spectrum Income Fund outstanding, with a
par value of $0.0001.
As of December 31, 1996, there were 141,296,143 shares of
the capital stock of the Spectrum Growth Fund outstanding, with a
par value of $0.0001.
PAGE 16
A COPY OF THE ANNUAL REPORT OF THE FUNDS FOR THE YEAR ENDED
DECEMBER 31, 1996, INCLUDING FINANCIAL STATEMENTS WAS MAILED TO
ALL SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON THAT DATE.
HOWEVER, A COPY OF THIS REPORT WILL BE PROVIDED WITHOUT CHARGE,
TO ANY SHAREHOLDER BY FIRST CLASS MAIL WITHIN THREE BUSINESS DAYS
OF SUCH REQUEST. PLEASE CALL T. ROWE PRICE AT 1-800-225-5132 OR
WRITE TO 100 EAST PRATT STREET, BALTIMORE, MARYLAND 21202 TO
REQUEST THE REPORT.
ANNUAL MEETINGS
Under Maryland General Corporation Law, any corporation
registered under the 1940 Act is not required to hold an annual
meeting in any year in which the Act does not require action by
shareholders on the election of directors. The Board of
Directors of the Corporation has determined that in order to
avoid the significant expense associated with holding annual
meetings, including legal, accounting, printing and mailing fees
incurred in preparing proxy materials, the Funds will take
advantage of these Maryland law provisions. Accordingly, no
annual meetings shall be held in any year in which a meeting is
not otherwise required to be held by the Act for the election of
Directors unless the Board of Directors otherwise determines that
there should be an annual meeting. However, special meetings
will be held in accordance with applicable law or when otherwise
determined by the Board of Directors. The Corporation's By-Laws
reflect this policy.
SHAREHOLDER PROPOSALS
If a shareholder wishes to present a proposal to be
included in the Proxy Statement for the next Annual Meeting, and
if such Annual Meeting is held in April 1998, such proposal must
be submitted in writing and received by the Corporation's
Secretary at its Baltimore office prior to November 1, 1997.
PAGE 17
T. Rowe Price (LOGO) PROXY
_________________________________________________________________
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the
reverse side. If you do not check a box, your vote will be
cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed
postage paid envelope, even if you will be attending the
meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
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T. ROWE PRICE SPECTRUM GROWTH FUND SPECIAL MEETING:
8:30 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints A. MacDonough Plant and James S.
Riepe, as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as
designated below, all shares of stock of the Fund, which the
undersigned is entitled to vote at the Special Meeting of
Shareholders to be held on Wednesday, April 16, 1997, at the time
indicated above, at the offices of the Fund, 100 East Pratt
Street, Baltimore, Maryland 21202, and at any and all
adjournments thereof, with respect to the matters set forth below
and described in the Notice of Special Meeting and Proxy
Statement dated February 24, 1997, receipt of which is hereby
acknowledged.
Dated: __________________, 1997
Please sign exactly as name appears. Only authorized
officers should sign for corporations. For information as
to the voting of stock registered in more than one name,
see page 2 of the Notice of Special Meeting and Proxy
Statement.
______________________________
/ /
/ /
/ /
______________________________
Signature(s)
CUSIP#779906205/FUND#89
(FRONT)
PAGE 18
T. Rowe Price (LOGO) We Need Your Proxy Vote
Before April 16, 1997
_________________________________________________________________
Please refer to the Proxy Statement discussion of each matter.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE FOR
A PROPOSAL, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
Please fold and detach card at perforation before mailing.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW, AS SHOWN,
USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT USE RED INK.
You are voting on proposals to change from "fundamental" to
"operating" policies, your Fund's policies on:
FOR AGAINST ABSTAIN
1. The selection of underlying Price
funds in which your Fund can invest.
__ __ __
/__/ /__/ /__/ 1.
2. The minimum and maximum percentages
of your Fund's assets that can be
invested in each underlying Price
fund.
__ __ __
/__/ /__/ /__/ 2.
In their discretion, the proxies are
authorized to consider and act upon
such other business as may properly
come before the meeting.
CUSIP#779906205/FUND#89
(BACK)
PAGE 19
T. Rowe Price (LOGO) PROXY
_________________________________________________________________
INSTRUCTIONS:
1. Cast your vote by checking the appropriate boxes on the
reverse side. If you do not check a box, your vote will be
cast FOR that proposal.
2. Sign and date the card below.
3. Please return the signed card promptly using the enclosed
postage paid envelope, even if you will be attending the
meeting.
4. Please do not enclose checks or any other correspondence.
Please fold and detach card at perforation before mailing.
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T. ROWE PRICE SPECTRUM INCOME FUND SPECIAL MEETING:
8:30 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints A. MacDonough Plant and James S.
Riepe, as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as
designated below, all shares of stock of the Fund, which the
undersigned is entitled to vote at the Special Meeting of
Shareholders to be held on Wednesday, April 16, 1997, at the time
indicated above, at the offices of the Fund, 100 East Pratt
Street, Baltimore, Maryland 21202, and at any and all
adjournments thereof, with respect to the matters set forth below
and described in the Notice of Special Meeting and Proxy
Statement dated February 24, 1997, receipt of which is hereby
acknowledged.
Dated: __________________, 1997
Please sign exactly as name
appears. Only authorized officers
should sign for corporations. For
information as to the voting of
stock registered in more than one
name, see page 2 of the Notice of
Special Meeting and Proxy
Statement.
______________________________
/ /
/ /
/ /
______________________________
Signature(s)
CUSIP#779906106/FUND#88
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PAGE 20
T. Rowe Price (LOGO) We Need Your Proxy Vote
Before April 16, 1997
_________________________________________________________________
Please refer to the Proxy Statement discussion of each matter.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE FOR
A PROPOSAL, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
Please fold and detach card at perforation before mailing.
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PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW, AS SHOWN,
USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT USE RED INK.
You are voting on proposals to change from "fundamental" to
"operating" policies, your Fund's policies on:
FOR AGAINST ABSTAIN
1. The selection of underlying Price
funds in which your Fund can invest.
__ __ __
/__/ /__/ /__/ 1.
2. The minimum and maximum percentages
of your Fund's assets that can be
invested in each underlying Price
fund.
__ __ __
/__/ /__/ /__/ 2.
In their discretion, the proxies are
authorized to consider and act upon
such other business as may properly
come before the meeting.
CUSIP#779906106/FUND#88
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