<PAGE>
LOGO
New Age Media Fund, Inc., 100 East Pratt Street, Baltimore, MD 21202
February 28, 1994
Dear Fellow Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
the New Age Media Fund, Inc. (the "Fund"), to be held on Tuesday, April 26,
1994, at 9:00 a.m., at the offices of the Corporation, 100 East Pratt Street,
Baltimore, Maryland 21202.
THE MATTERS TO BE ACTED ON AT THE MEETING--(1) ELECTION OF DIRECTORS AND
(2) RATIFICATION OF THE SELECTION OF THE FUND'S INDEPENDENT ACCOUNTANTS--ARE
DESCRIBED IN THE ACCOMPANYING NOTICE AND PROXY STATEMENT. A proxy card on
which to indicate your vote and an envelope, postage prepaid, in which to
return your proxy are enclosed.
We realize that each of you cannot attend the meeting and vote your shares
in person. However, whether or not you plan to attend the meeting, we need
your vote. We urge you to complete, sign, and return the enclosed proxy so
that your shares will be represented. By promptly returning the proxy, you
help the Fund avoid the necessity and expense of sending follow-up letters to
assure a quorum. If you later decide to attend the meeting, you may revoke
your proxy at that time and vote your shares in person.
Remember, this is your opportunity to voice your opinion on matters
affecting the Fund. YOUR PARTICIPATION IS EXTREMELY IMPORTANT.
If you want additional information concerning the matters proposed for
action at the meeting, please let us know.
Sincerely,
SIGNATURE
James S. Riepe
Chairman of the Board
<PAGE>
NEW AGE MEDIA FUND, INC.
NOTICE OF MEETING OF SHAREHOLDERS
APRIL 26, 1994
The Annual Meeting of Shareholders of the New Age Media Fund, Inc. (the
"Fund"), a Maryland corporation, will be held on Tuesday, April 26, 1994, at
9:00 o'clock a.m., Eastern time, at the offices of the Fund, 100 East Pratt
Street, Baltimore, Maryland 21202. The following matters will be acted upon at
that time.
1. To elect three (3) directors to serve until the next annual meeting or
until their successors shall have been duly elected and qualified;
2. To ratify or reject the selection of the firm of Price Waterhouse as
the independent accountants for the Fund for the year 1994; and
3. To transact such other business as may properly come before the meeting
and any adjournments thereof.
LENORA V. HORNUNG
SECRETARY
February 28, 1994
100 East Pratt Street
Baltimore, Maryland 21202
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.
<PAGE>
NEW AGE MEDIA FUND, INC.
MEETING OF SHAREHOLDERS--APRIL 26, 1994
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the New Age Media Fund, Inc. (the "Fund"), a Maryland corporation,
for use at the Annual Meeting of Shareholders of the Fund to be held on April
26, 1994, and at any adjournments thereof.
If the enclosed proxy form is executed properly and returned in time to be
voted at the meeting, the shares represented will be voted according to the
instructions contained therein. Executed proxies that are unmarked will be
voted: (i) for the nominees of the Board of Directors of the Fund in the
election of directors and (ii) in favor of the ratification of the selection
of the independent accountants for the 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 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 18,
1994, as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting or any adjournment thereof. At that date
there were outstanding and entitled to vote 14,956,666 shares of Common Stock,
par value $0.0001 per share.
Shareholders are entitled to one vote for each full share, and a
proportionate vote for each fractional share, of the Fund 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 Fund: (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.
In order to hold the meeting, a majority of the 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 Fund's
shareholders.
Abstentions and "broker non-votes" (as defined below) are counted for
purposes of determining whether a quorum is present, but do not represent
votes cast with respect to any proposal. "Broker non-votes" are shares held by
a broker or nominee for which an executed proxy is received by the 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 Fund. In order to ensure that sufficient shares of Common Stock
are represented at the meeting to permit approval of the proposals outlined in
the Proxy Statement, the Fund has retained the services of Mackenzie Partners,
Inc. to assist it in soliciting proxies for a fee of $6,000 plus reimbursement
of out-of-pocket expenses. In addition, the Fund will request securities
brokers, custodians, nominees, and fiduciaries to forward solicitation
material to the beneficial owners of shares held of record and will reimburse
them for their reasonable out-of-pocket expenses in forwarding such
solicitation material. In addition to the solicitation of proxies by mail,
directors, officers, and/or employees of the Fund or of its investment
manager, T. Rowe Price Associates, Inc. ("T. Rowe Price"), may solicit proxies
in person or by telephone.
The principal executive offices of the Fund are located at 100 East Pratt
Street, Baltimore, Maryland 21202.
The enclosed proxy and this Proxy Statement are first being sent to the
Fund's shareholders on or about February 28, 1994.
<PAGE>
PRINCIPAL HOLDERS
As of February 18, 1994, to the knowledge of the Fund, no person beneficially
owned more than five percent of its outstanding shares.
ELECTION OF DIRECTORS
The Fund's Board of Directors has nominated three (3) persons for election
as directors, each to hold office until the next annual meeting (if any) or
his successor is duly elected and qualified. Each of the nominees is a member
of the present Board of Directors of the Fund and has served in that capacity
since originally elected.
It is intended that all proxies received, unless otherwise indicated, will
be voted for the election of these nominees as listed in the table below. The
affirmative vote of a plurality of the shares present at the meeting is
required to elect the nominees. The Board of Directors recommends that you
vote "FOR" the nominees.
The Board of Directors knows of no reason why any of the nominees listed
will be unable to serve. If any nominee should become unable to serve, the
proxies will be voted for the election of such person as may be designated by
the Board to replace such nominee.
The following table presents information concerning persons nominated by
the Board of Directors for election as directors of the Fund. The information
includes their positions and principal occupations during the last five years.
Each nominee who is an "interested person" (within the meaning of Section
2(a)(19) of the Investment Company Act of 1940 (the "1940 Act")) is indicated
by an asterisk ("*") preceding his name.
- ------------------------------------------------------------------------------
Fund Shares
Beneficially
Owned,
Directly or
Indirectly, as
Name, Address and Age Occupations of 2/16/94/(1)/
- ------------------------------------------------------------------------------
Jeffrey H. Donahue/(2)/ Director of the Fund, 300
Age: 47 Senior Vice President and
10275 Little Patuxent Chief Financial Officer of
Parkway The Rouse Company, a
Columbia, MD 21044 full-service real estate
and development company
A. MacDonough Director of the Fund, 200
Plant(2,3) Partner, law firm of
Age: 56 Stewart, Plant &
Suite 910 Blumenthal; formerly
Seven St. Paul Street (until 4/91) Partner, law
Baltimore, MD 21202 firm of Semmes, Bowen &
Semmes
*James S. Riepe(3) Chairman of the Board of 1,153
Age: 50 the Fund, Managing
100 East Pratt Street Director of T. Rowe Price,
Baltimore, MD 21202 President and Director of
T. Rowe Price Investment
Services, Inc., Chairman
of the Board of T. Rowe
Price Services, Inc., T.
Rowe Price Trust Company,
and T. Rowe Price
Retirement Plan Services,
Inc.
(1)In addition to the shares owned beneficially and of record by each of the
nominees, the amounts shown reflect the proportionate interest of Mr. Riepe in
153 shares of the Fund which are owned by a wholly-owned subsidiary of the
Fund's investment manager.
(2)Denotes member of the Audit Committee of the Board of Directors.
(3)Denotes member of the Executive Committee of the Board of Directors.
<PAGE>
Since the launch of the Fund on October 13, 1993, there have been two
meetings of the Board of Directors. All directors participated in all meetings
of the Board. The Board has an Audit Committee and an Executive Committee.
The Audit Committee meets with the Fund's independent accountants to
review whether satisfactory accounting procedures are being followed by the
Fund and whether internal accounting controls are adequate, to inform itself
with regard to non-audit services performed by the independent accountants and
to review fees charged by the independent accountants. The Audit Committee
members are Messrs. Donahue and Plant. The Audit Committee did not meet in
1993.
The Executive Committee has full authority to exercise all the powers
permitted to such a committee under Section 2-411 of the Maryland General
Corporation Law. Messrs. Plant and Riepe serve on the Executive Committee.
COMPENSATION OF DIRECTORS AND OFFICERS
The only compensation paid by the Fund to its directors and other officers
are the directors' fees paid to the directors who are not "interested persons"
of the Fund. Messrs. Donahue and Plant are each paid by the Fund, in addition
to certain out-of-pocket expenses, a director's fee of $5,000 per year plus
$500 for each meeting attended in person and $250 for each meeting attended by
telephone. For the period from inception of the Fund to December 31, 1993,
Messrs. Donahue and Plant, received from the Fund directors' fees aggregating
$4,500, including expenses. Mr. Riepe does not receive such fees because of
his affiliation with T. Rowe Price.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
Price Waterhouse has been selected as the Fund's independent accountants
by the Board of Directors, including a majority of the directors who are not
"interested persons" of the Fund (as defined in the 1940 Act) by vote cast in
person (subject to ratification by the shareholders at the meeting), to audit
the accounts of the Fund for and during 1994. This firm served as independent
accountants of the Fund for 1993. The Board does not know of any direct or
indirect financial interest of Price Waterhouse in the Fund.
Representatives of the firm of Price Waterhouse are expected to be present
at the meeting and will be available to make a statement, if they desire to do
so, and to respond to appropriate questions which the shareholders may wish to
address to them.
In 1993, Price Waterhouse performed various professional services for the
Fund, including the examination of the financial statements of the Fund for
1993. Price Waterhouse has also been engaged to assist with the preparation of
corporate tax returns for 1993.
The Board of Directors recommends the selection of Price Waterhouse as
independent accountants for 1994, and approved and ratified both the audit and
non-audit services provided by the firm and the related fees. The Board of
Directors considered the possible effect of the non-audit services on the
independence of Price Waterhouse and concluded there was no effect upon their
independence.
The affirmative vote of a majority of shares present and voting at the
meeting is required to ratify the appointment of Price Waterhouse. The Board
of Directors recommends that the shareholders vote "FOR" the proposal to
ratify the appointment of Price Waterhouse as the Fund's independent
accountants for 1994.
<PAGE>
INVESTMENT MANAGER
The Fund's investment manager is T. Rowe Price, a Maryland corporation,
100 East Pratt Street, Baltimore, Maryland 21202. The principal executive
officer of T. Rowe Price is George J. Collins, who together with Messrs.
Hopkins and Riepe, Thomas H. Broadus, Jr., James E. Halbkat, Jr., Carter O.
Hoffman, George A. Roche, John W. Rosenblum, Charles H. Salisbury, Jr., Robert
L. Strickland, M. David Testa, and Philip C. Walsh, constitute its Board of
Directors. The address of each of these persons, with the exception of Messrs.
Halbkat, Rosenblum, Stickland and Walsh, is 100 East Pratt Street, Baltimore,
Maryland 21202, and, with the exception of Messrs. Halbkat, Rosenblum,
Strickland, and Walsh, all are employed by T. Rowe Price. Mr. Halbkat is
President of U.S. Monitor Corporation, a provider of public response systems,
P.O. Box 23109, Hilton Head Island, South Carolina 29925. Mr. Rosenblum, whose
address is P.O. Box 6550, Charlottesville, Virginia 22906, is the Tayloe
Murphy Professor at the University of Virginia, and a director of: Chesapeake
Corporation, a manufacturer of paper products; Cadmus Communications Corp., a
provider of printing and communication services; Comdial Corporation, a
manufacturer of telephone systems for businesses; and Cone Mills Corporation,
a textiles producer. Mr. Strickland is Chairman of Lowe's Companies, Inc., a
retailer of specialty home supplies, 604 Two Piedmont Plaza Building,
Winston-Salem, North Carolina 27104. Mr. Walsh, whose address is Blue Mill
Road, Morristown, New Jersey 07960, is a consultant to Cyprus Amax Minerals
Company, Englewood, Colorado, and a director of Piedmont Mining Company,
Charlotte, North Carolina.
The officers of the Fund (other than the nominees for reelection as
directors) and their positions with T. Rowe Price are as follows:
- -----------------------------------------------------------------
Officer Position with Fund Position with Manager
- -----------------------------------------------------------------
*John D. Gillespie President Vice President
**Denise Jevne Executive Vice Vice
President President
Lise Buyer Vice President Vice President
Henry H. Hopkins Vice President Managing Director
Lenora V. Hornung Secretary Vice President
Carmen F. Deyesu Treasurer Vice President
David S. Middleton Controller Vice President
Roger L. Fiery Assistant Vice Employee
President
Edward T. Schneider Assistant Vice Employee
President
*Mr. Gillespie's date of birth is 3/12/59. He has been President of the Fund
since its inception in 1993. Mr. Gillespie joined T. Rowe Price in 1986 and
has been managing investments since 1989.
**Ms. Jevne's date of birth is 4/10/61. She has been Executive Vice President
of the Fund since its inception in 1993 and an investment analyst at T. Rowe
Price since 1988.
The Fund has a Telephone Services Agreement with T. Rowe Price Services,
Inc. ("Price Services"), which is a wholly-owned subsidiary of T. Rowe Price.
In addition, the Fund has an Agreement with T. Rowe Price to perform fund
accounting services. James S. Riepe, Chairman of the Board of the Fund, is
Chairman of the Board of Price Services. Henry H. Hopkins, a Vice President of
the Fund, is a Vice President and Director of Price Services. Edward T.
Schneider, an Assistant Vice President of the Fund, is a Vice President of
Price Services. Certain officers of the Fund own shares of the common stock of
T. Rowe Price, its only class of securities.
The following information pertains to transactions involving common stock
of T. Rowe Price, par value $.20 per share ("Stock"), during the period
January 1, 1993 through December 31, 1993. There were no transactions during
the period by any director or officer of the Fund, or any director or officer
of T. Rowe Price which involved more than 1% of the outstanding Stock of T.
Rowe Price. These transactions did not involve, and should not be mistaken
for, transactions in the shares of the Fund.
During the period, the holders of certain options purchased a total of
343,525 shares of Stock at varying prices from $0.67 to $18.75 per share.
Pursuant to the terms of T. Rowe Price's Employee Stock Purchase Plan,
eligible employees of T. Rowe Price and its subsidiaries purchased an
aggregate of 96,931 shares at fair market value. Such shares were purchased in
the open market during this period for employees' accounts.
T. Rowe Price's Board of Directors has approved the repurchase of shares
of its common stock in the open market. During 1993, the Company purchased
80,000 common shares under this plan, leaving 1,432,000 shares authorized for
future repurchase at December 31, 1993.
During the period, T. Rowe Price issued 1,154,000 common stock options
with an exercise price of $28.13 per share to certain employees under terms of
the 1990 and 1993 Stock Incentive Plans.
An audited consolidated balance sheet of T. Rowe Price as of December 31,
1993, is included in this Proxy Statement.
<PAGE>
MANAGEMENT AND ADMINISTRATION AGREEMENT
T. Rowe Price serves as investment manager to the Fund pursuant to a
Management and Administration Agreement, dated October 7, 1993 (the
"Management and Administration Agreement"). The Fund's Management and
Administration Agreement was approved by its Board of Directors and by a
majority of directors who are neither interested persons of the Fund nor have
any direct or indirect financial interest in the Management and Administration
Agreement, and T. Rowe Price, its sole shareholder, on October 7, 1993. The
Management and Administration Agreement will remain in effect until April 30,
1995. Thereafter, it will continue in effect for successive periods of 12
months, provided each continuance is specifically approved annually by the
Fund's Board of Directors, including a majority of the independent directors,
cast in person at a meeting called for the purpose of voting on such approval,
or by a majority of the Fund's outstanding voting securities. The Management
Agreement will terminate automatically in the event of its assignment (as
defined in the 1940 Act) and may be terminated by either party at any time
without payment of any penalty on 60 days written notice provided that
termination by the Fund is approved by a majority of the Fund's directors or
by a majority of the Fund's outstanding voting securities.
Under the Management and Administration Agreement, T. Rowe Price provides
the Fund with discretionary investment services. Specifically, T. Rowe Price
is responsible for supervising and directing the investments of the Fund in
accordance with the Fund's investment objective, program, and policies as
provided in its Prospectus and Statement of Additional Information.
T. Rowe Price is also responsible for effecting all securities
transactions on behalf of the Fund, including the negotiation of commissions
and the allocation of principal business and portfolio brokerage. In addition
to these services, T. Rowe Price provides the Fund with certain corporate
administrative services, including: maintaining the Fund's corporate existence
and corporate records; preparing periodic reports and proxy statements;
registering and qualifying Fund shares, or obtaining appropriate exemptions,
under federal and state laws; monitoring the financial, accounting, and
administrative functions of the Fund; maintaining liaison with the agents
employed by the Fund such as the Fund's custodian and transfer agent;
assisting the Fund in the coordination of such agents' activities; and
permitting T. Rowe Price's employees to serve as officers, directors, and
committee members of the Fund without cost to the Fund.
The Management and Administration Agreement also provides that T. Rowe
Price, its directors, officers, employees, and certain other persons
performing specific functions for the Fund will only be liable to the Fund for
losses resulting from willful misfeasance, bad faith, gross negligence, or
reckless disregard of duty.
For the period ended December 31, 1993, the ratio of operating expenses to
average net assets of the Fund was 1.30%.
For its services to the Fund under the Management and Administration
Agreement, T. Rowe Price receives a monthly fee, at the annual rate of 1.10%
of the Fund's average weekly net assets. At December 31, 1993, the net assets
of the Fund were $202,910,996, and a management fee of $476,775 was paid by
the Fund to T. Rowe Price.
PORTFOLIO TRANSACTIONS AND BROKERAGE
INVESTMENT OR BROKERAGE DISCRETION
Decisions with respect to the purchase and sale of portfolio securities on
behalf of the Fund are made by T. Rowe Price. T. Rowe Price is also
responsible for implementing these decisions, including the negotiation of
commissions and the allocation of portfolio brokerage and principal business.
<PAGE>
HOW BROKERS AND DEALERS ARE SELECTED
EQUITY SECURITIES
In purchasing and selling the Fund's portfolio securities, it is T. Rowe
Price's policy to obtain quality execution at the most favorable prices
through responsible brokers and dealers and, in the case of agency
transactions, at competitive commission rates. However, under certain
conditions, the Fund may pay higher brokerage commissions in return for
brokerage and research services. As a general practice, over-the-counter
orders are executed with market-makers. In selecting among market-makers, T.
Rowe Price generally seeks to select those it believes to be actively and
effectively trading the security being purchased or sold. In selecting
broker-dealers to execute the Fund's portfolio transactions, consideration is
given to such factors as the price of the security, the rate of the
commission, the size and difficulty of the order, the reliability, integrity,
financial condition, general execution and operational capabilities of
competing brokers and dealers, and brokerage and research services provided by
them. It is not the policy of T. Rowe Price to seek the lowest available
commission rate where it is believed that a broker or dealer charging a higher
commission rate would offer greater reliability or provide better price or
execution.
FIXED INCOME SECURITIES
Fixed income securities are generally purchased from the issuer or a
primary market-maker acting as principal for the securities on a net basis,
with no brokerage commission being paid by the client. Transactions placed
through dealers serving as primary market-makers reflect the spread between
the bid and asked prices. Securities may also be purchased from underwriters
at prices which include underwriting fees.
With respect to equity and fixed income securities, T. Rowe Price may
effect principal transactions on behalf of the Fund with a broker or dealer
who furnishes brokerage and/or research services, designate any such broker or
dealer to receive selling concessions, discounts or other allowances, or
otherwise deal with any such broker or dealer in connection with the
acquisition of securities in underwritings. The Fund may receive brokerage and
research services in connection with such designations in fixed price
underwritings.
HOW EVALUATIONS ARE MADE OF THE OVERALL REASONABLENESS OF BROKERAGE
COMMISSIONS PAID
On a continuing basis, T. Rowe Price seeks to determine what levels of
commission rates are reasonable in the marketplace for transactions executed
on behalf of the Fund. In evaluating the reasonableness of commission rates,
T. Rowe Price considers: (a) historical commission rates, both before and
since rates have been fully negotiable; (b) rates which other institutional
investors are paying, based on available public information; (c) rates quoted
by brokers and dealers; (d) the size of a particular transaction, in terms of
the number of shares, dollar amount, and number of clients involved; (e) the
complexity of a particular transaction in terms of both execution and
settlement; (f) the level and type of business done with a particular firm
over a period of time; and (g) the extent to which the broker or dealer has
capital at risk in the transaction.
DESCRIPTION OF RESEARCH SERVICES RECEIVED FROM BROKERS AND DEALERS
T. Rowe Price receives a wide range of research services from brokers and
dealers. These services include information on the economy, industries, groups
of securities, individual companies, statistical information, accounting and
tax law interpretations, political developments, legal developments affecting
portfolio securities, technical market action, pricing and appraisal services,
credit analysis, risk measurement analysis, performance analysis and analysis
of corporate responsibility issues. These services provide both domestic and
international perspective. Research services are received primarily in the
form of written reports, computer generated services, telephone contacts and
personal meetings with security analysts. In addition, such services may be
provided in the form of meetings arranged with corporate and industry
spokespersons, economists, academicians and government representatives. In
some cases, research services are generated by third parties but are provided
to T. Rowe Price by or through broker-dealers.
<PAGE>
Research services received from brokers and dealers are supplemental to T.
Rowe Price's own research effort and, when utilized, are subject to internal
analysis before being incorporated by T. Rowe Price into its investment
process. As a practical matter, it would not be possible for T. Rowe Price's
Equity Research Division to generate all of the information presently provided
by brokers and dealers. T. Rowe Price pays cash for certain research services
received from external sources. T. Rowe Price also allocates brokerage for
research services which are available for cash. While receipt of research
services from brokerage firms has not reduced T. Rowe Price's normal research
activities, the expenses of T. Rowe Price could be materially increased if it
attempted to generate such additional information through its own staff. To
the extent that research services of value are provided by brokers or dealers,
T. Rowe Price may be relieved of expenses which it might otherwise bear.
T. Rowe Price has a policy of not allocating brokerage business in return
for products or services other than brokerage or research services. In
accordance with the provisions of Section 28(e) of the Securities Exchange Act
of 1934, T. Rowe Price may from time to time receive services and products
which serve both research and non-research functions. In such event, T. Rowe
Price makes a good faith determination of the anticipated research and
non-research use of the product or service and allocates brokerage only with
respect to the research component.
BROKERAGE AND EXECUTION SERVICES PROVIDED BY BROKERS AND DEALERS WHO FURNISH
RESEARCH SERVICES
Certain brokers and dealers who provide quality brokerage and execution
services also furnish research services to
T. Rowe Price. With respect to the payment of brokerage commissions, T. Rowe
Price has adopted a brokerage allocation policy embodying the concepts of
Section 28(e) of the Securities Exchange Act of 1934, which permits an
investment adviser to cause an account to pay commission rates in excess of
those another broker or dealer would have charged for effecting the same
transaction, if the adviser determines in good faith that the commission paid
is reasonable in relation to the value of the brokerage and research services
provided. The determination may be viewed in terms of either the particular
transaction involved or the overall responsibilities of the adviser with
respect to the accounts over which it exercises investment discretion.
Accordingly, while T. Rowe Price cannot readily determine the extent to which
commission rates charged by broker-dealers reflect the value of their research
services, T. Rowe Price would expect to assess the reasonableness of
commissions in light of the total brokerage and research services provided by
each particular broker. T. Rowe Price may receive research, as defined in
Section 28(e), in connection with selling concessions and designations in
fixed price offerings.
INTERNAL ALLOCATION PROCEDURES
T. Rowe Price has a policy of not precommitting a specific amount of
business to any broker or dealer over any specific time period. Historically,
the majority of brokerage placement has been determined by the needs of a
specific transaction such as market-making, availability of a buyer or seller
of a particular security, or specialized execution skills. However, T. Rowe
Price does have an internal brokerage allocation procedure for that portion of
its discretionary client brokerage or selling concession business where
special needs do not exist, or where the business may be allocated among
several brokers or dealers which are able to meet the needs of the
transaction.
Each year, T. Rowe Price assesses the contribution of the brokerage and
research services provided by brokers and dealers, and attempts to allocate a
portion of its brokerage and selling concession business in response to these
assessments. Research analysts, counselors, various investment committees, and
the Trading Department each seek to evaluate the brokerage and research
services they receive from brokers and dealers and make judgments as to the
level of business which would recognize such services. In addition, brokers
and dealers sometimes suggest a level of business they would like to receive
in return for the various brokerage and research services they provide. Actual
business received by any firm may be less than the suggested allocations but
can, and often does, exceed the suggestions, because the total business is
allocated on the basis of all the considerations described above. In no case
is a broker or dealer excluded from receiving business from T. Rowe Price
because it has not been identified as providing research services.
<PAGE>
MISCELLANEOUS
T. Rowe Price's brokerage allocation policy is consistently applied to all
its fully discretionary accounts, which represent a substantial majority of
all assets under management. Research services furnished by brokers and
dealers through which T. Rowe Price effects securities transactions may be
used in servicing all accounts (including non-Fund accounts) managed by T.
Rowe Price. Conversely, research services received from brokers and dealers
which execute transactions for the Fund are not necessarily used by T. Rowe
Price exclusively in connection with the management of the Fund.
From time to time, orders for clients may be placed through a computerized
transaction network.
The Fund does not allocate business to any broker-dealer on the basis of
its sales of the Fund's shares. However, this does not mean that
broker-dealers who purchase Fund shares for their clients will not receive
business from the Fund.
Some of T. Rowe Price's other clients have investment objectives and
programs similar to those of the Fund. T. Rowe Price may occasionally make
recommendations to other clients which result in their purchasing or selling
securities simultaneously with the Fund. As a result, the demand for
securities being purchased or the supply of securities being sold may
increase, and this could have an adverse effect on the price of those
securities. It is T. Rowe Price's policy not to favor one client over another
in making recommendations or in placing orders. T. Rowe Price frequently
follows the practice of grouping orders of various clients for execution which
generally results in lower commission rates being attained. In certain cases,
where the aggregate order is executed in a series of transactions at various
prices on a given day, each participating client's proportionate share of such
order reflects the average price paid or received with respect to the total
order. T. Rowe Price has established a general investment policy that it will
ordinarily not make additional purchases of a common stock of a company for
its clients (including the T. Rowe Price Funds) if, as a result of such
purchases, 10% or more of the outstanding common stock of such company would
be held by its clients in the aggregate.
To the extent possible, T. Rowe Price intends to recapture solicitation
fees paid in connection with tender offers through T. Rowe Price Investment
Services, Inc., which is a wholly-owned subsidiary of T. Rowe Price and a
registered broker dealer. At the present time, T. Rowe Price does not
recapture commissions or underwriting discounts or selling group concessions
in connection with taxable securities acquired in underwritten offerings.
TRANSACTIONS WITH RELATED BROKERS AND DEALERS
As provided in the Investment Management and Administration Agreement
between the Fund and T. Rowe Price, T. Rowe Price is responsible not only for
making decisions with respect to the purchase and sale of the Fund's portfolio
securities, but also for implementing these decisions, including the
negotiation of commissions and the allocation of portfolio brokerage and
principal business. It is expected that T. Rowe Price will place orders for
the Fund's portfolio transactions with broker-dealers through the same trading
desk T. Rowe Price uses to place trades for its other equity portfolios. The
trading desk accesses brokers and dealers in various markets in which the
Fund's foreign securities are located. These brokers and dealers may include
certain affiliates of Robert Fleming Holdings Limited ("Robert Fleming
Holdings"), and Jardine Fleming Group Limited ("JFG"), persons indirectly
related to T. Rowe Price. Robert Fleming Holdings, through Copthall Overseas
Limited, a wholly-owned subsidiary, owns 25% of the common stock of Rowe
Price-Fleming International, Inc. ("RPFI"), an investment adviser registered
under the Investment Advisers Act of 1940. Fifty percent of the common stock
of RPFI is owned by TRP Finance, Inc., a wholly-owned subsidiary of T. Rowe
Price, and the remaining 25% is owned by Jardine Fleming Holdings Limited, a
subsidiary of JFG. JFG is 50% owned by Robert Fleming Holdings and 50% owned
by Jardine Matheson Holdings Limited. Orders for the Fund's portfolio
transactions placed with affiliates of Robert Fleming Holdings and JFG will
result in commissions being received by such affiliates.
<PAGE>
The Board of Directors of the Fund has authorized T. Rowe Price to utilize
certain affiliates of Robert Fleming and JFG in the capacity of broker in
connection with the execution of the Fund's portfolio transactions. These
affiliates include, but are not limited to, Jardine Fleming Securities Limited
("JFS"), a wholly-owned subsidiary of JFG, Robert Fleming & Co. Limited
("RF&Co."), Jardine Fleming Australia Securities Limited, and Robert Fleming,
Inc. (a New York brokerage firm). Other affiliates of Robert Fleming Holdings
and JFG also may be used. Although it does not believe that the Fund's use of
these brokers would be subject to Section 17(e) of the Investment Company Act
of 1940, the Board of Directors of the Fund has agreed that the procedures set
forth in Rule 17e-1 under that Act will be followed when using such brokers.
Consistent with the policy of obtaining best net results, the Fund may use
Bear, Stearns for both principal and agency transactions. The Fund's board of
directors has adopted procedures to insure that all brokerage commissions paid
to Bear, Stearns are reasonable and fair.
OTHER
For the period ended December 31, 1993, the total brokerage commissions
paid by the Fund, including the discounts received by securities dealers in
connection with underwritings, were $375,651. Of these commissions,
approximately 42% were paid to firms which provided research, statistical, or
other services to T. Rowe Price in connection with the management of the Fund,
or in some cases, to the Fund.
The annualized portfolio turnover rate for the Fund for the fiscal period
ended December 31, 1993 was 58.7%.
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1995 Annual Meeting
of the Shareholders of the Fund must be received by November 1, 1994, to be
included in the Proxy Statement and the form of proxy relating to that
meeting; the Fund expects that the 1995 Annual Meeting will be held in April
of 1995.
OTHER MATTERS
The Board of Directors of the Fund knows of no other matters to be
presented for action at the meeting other than those mentioned above; 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 Fund.
All proxies received will be voted in favor of all of the proposals,
unless otherwise directed therein.
GENERAL INFORMATION
As of December 31, 1993, there were 14,956,666 shares of the capital stock
of the Fund outstanding, with a par value of $.0001. As of December 31, 1993,
the officers and directors of the Fund, as a group, beneficially owned,
directly or indirectly, 1,785 shares, representing approximately 0.01% of the
Fund's outstanding stock. In addition, as of December 31, 1993, a wholly-owned
subsidiary of T. Rowe Price owned directly 6,666 shares of the Fund
representing approximately 0.4% of the outstanding stock.
A copy of the Annual Report of the Fund for the fiscal period ended
December 31, 1993, including financial statements, has been mailed to
shareholders of record at the close of business on that date and to persons
who became shareholders of record between that time and the close of business
on February 18, 1994, the record date for the determination of the
shareholders who are entitled to be notified of and to vote at the meeting.
Shareholders should refer to the Annual Report for a Fund's performance
record.
<PAGE>
T. ROWE PRICE ASSOCIATES, INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1993
(in thousands)
ASSETS
Cash and cash equivalents .............................. $ 46,218
Accounts receivable .................................... 43,102
Investments in sponsored mutual funds
Short-term bond and money market mutual funds held as
trading securities ................................. 27,647
Other funds held as available-for-sale securities .... 69,423
Partnership and other investments ...................... 19,606
Property and equipment ................................. 39,828
Goodwill and deferred expenses ......................... 9,773
Other assets ........................................... 7,803
-------------
$263,400
-------------
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable and accrued expenses ................ $ 15,111
Accrued retirement and other compensation costs ...... 19,844
Income taxes payable ................................. 5,097
Dividends payable ...................................... 3,784
Debt ................................................. 12,915
Deferred revenues .................................... 1,548
Minority interests in consolidated subsidiaries ...... 9,148
-------------
Total liabilities ................................ 67,447
-------------
Commitments and contingent liabilities
Stockholders' equity
Common stock, $.20 par value--authorized 48,000,000
shares; issued and outstanding 29,095,039 shares ... 5,819
Capital in excess of par value ....................... 1,197
Unrealized security holding gains .................... 5,345
Retained earnings .................................... 183,592
-------------
Total stockholders' equity .......................
-------------
$263,400
-------------
-------------
The accompanying notes are an integral part of the consolidated balance sheet.
<PAGE>
T. ROWE PRICE ASSOCIATES, INC.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
T. Rowe Price Associates, Inc. and its consolidated subsidiaries (the
"Company") provide investment advisory and administrative services to
sponsored mutual funds and investment products, and to private accounts of
other institutional and individual investors.
BASIS OF PREPARATION
The Company's financial statements are prepared in accordance with generally
accepted accounting principles.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of all majority
owned subsidiaries and, by virtue of the Company's controlling interest, its
50%-owned subsidiary, Rowe Price-Fleming International, Inc. ("RPFI"). All
material intercompany accounts are eliminated in consolidation.
CASH EQUIVALENTS
For purposes of financial statement disclosure, cash equivalents consist of
all short-term, highly liquid investments including certain money market
mutual funds and all overnight commercial paper investments. The cost of these
investments is equivalent to fair value.
INVESTMENTS IN SPONSORED MUTUAL FUNDS
On December 31, 1993, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," which requires the Company to state its mutual fund
investments at fair value and to classify these holdings as either trading
(held for only a short period of time) or available-for-sale securities.
Unrealized holding gains on available-for-sale securities at December 31, 1993
are reported net of income tax effects in a separate component of
stockholders' equity.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially expose the Company to concentrations
of credit risk as defined by SFAS No. 105 consist primarily of investments in
sponsored money market and bond mutual funds and accounts receivable. Credit
risk is believed to be minimal in that counterparties to these financial
instruments have substantial assets including the diversified portfolios under
management by the Company which aggregate $54.4 billion at December 31, 1993.
PARTNERSHIP AND OTHER INVESTMENTS
The Company invests in various partnerships and ventures including those
sponsored by the Company. These investments which hold equity securities,
venture capital investments, debt securities and real estate are stated at
cost adjusted for the Company's share of the earnings or losses of the
investees subsequent to the date of investment. Because the majority of these
entities carry their investments at fair value and include unrealized gains
and losses in their reported earnings, the Company's carrying value for these
investments approximates fair value.
<PAGE>
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost net of accumulated depreciation and
amortization computed using the straight-line method. Provisions for
depreciation and amortization are based on the following estimated useful
lives: computer and communications equipment and furniture and other
equipment, 3 to 7 years; building, 40 years; leased land, the 50-year lease
term; and leasehold improvements, the shorter of their useful lives or the
remainder of the lease term.
<PAGE>
T. ROWE PRICE ASSOCIATES, INC.
NOTES TO CONSOLIDATED BALANCE SHEET
NOTE 1--INVESTMENTS IN SPONSORED MUTUAL FUNDS
Investments in sponsored money market mutual funds, which are classified as
cash equivalents in the accompanying consolidated financial statements,
aggregate $45,272,000 at December 31, 1993.
The Company's investments in sponsored mutual funds held as
available-for-sale at December 31, 1993 (in thousands) includes:
Gross
unrealized Aggregate
Aggregate holding fair
cost gains value
----------- ----------- -----------
Stock funds .... $34,990 $7,025 $42,015
Bond funds ..... 26,190 1,218 27,408
----------- ----------- -----------
Total ...... $61,180 $8,243 $69,423
----------- ----------- -----------
----------- ----------- -----------
The Company provides investment advisory and administrative services to
the T. Rowe Price family of mutual funds which had aggregate assets under
management at December 31, 1993 of $34.7 billion. All services rendered by the
Company are provided under contracts that set forth the services to be
provided and the fees to be charged. These contracts are subject to periodic
review and approval by each of the funds' boards of directors and, with
respect to investment advisory contracts, also by the funds' shareholders.
Services rendered to the funds accounted for 71% of 1993 revenues.
Accounts receivable from the sponsored mutual funds aggregated $21,741,000
at December 31, 1993.
NOTE 2--PROPERTY AND EQUIPMENT
Property and equipment at December 31, 1993 (in thousands) consists of:
Computer and communications equipment ...... $31,431
Building and leased land ................... 19,756
Furniture and other equipment .............. 13,889
Leasehold improvements ..................... 4,691
----------
69,767
Accumulated depreciation and amortization .. (29,939)
----------
$39,828
----------
----------
<PAGE>
T. ROWE PRICE ASSOCIATES, INC.
NOTES TO CONSOLIDATED BALANCE SHEET (CONTINUED)
NOTE 3--GOODWILL AND DEFERRED EXPENSES
On September 2, 1992, the Company acquired an investment management subsidiary
of USF&G Corporation and combined six USF&G mutual funds with aggregate net
assets of $.5 billion into the T. Rowe Price family of funds. The total
transaction cost which has been recognized using the purchase method of
accounting was approximately $11,024,000, including goodwill of $8,139,000
which is being amortized over 11 years using the straight-line method. Prepaid
non-compete and transition services agreements totaling $2,500,000 are being
amortized over their three-year life. Accumulated amortization at December 31,
1993 aggregates $2,216,000.
Goodwill of $1,980,000 from an earlier corporate acquisition is being
amortized over 40 years using the straight-line method. Accumulated
amortization was $1,039,000 at December 31, 1993.
NOTE 4--DEBT
In June 1991, the Company completed the long-term financing arrangements for
its administrative services facility. Terms of the $13,500,000 secured
promissory note with Confederation Life Insurance Company include an interest
rate of 9.77%, monthly principal and interest payments totaling $128,000 for
10 years, and a final principal payment of $9,845,000 in 2001. A prepayment
option is available under the terms of the note; however, the payment of a
substantial premium would have been required to retire the debt at December
31, 1993. Related debt issuance costs of $436,000 are included in deferred
expenses and are being amortized over the life of the loan to produce an
effective annual interest rate of 10.14%.
The outstanding principal balance for this note was $12,904,000 at
December 31, 1993. A fair value of $16,030,000 was estimated based on the cost
of risk-free assets that could be acquired to extinguish the obligation at
December 31, 1993.
A maximum of $20,000,000 is available to the Company under unused bank
lines of credit at December 31, 1993.
NOTE 5--INCOME TAXES
Deferred income taxes arise from differences between taxable income for
financial statement and income tax return purposes and are calculated using
the liability method prescribed by SFAS No. 109, "Accounting for Income
Taxes."
The net deferred tax liability of $2,596,000 included in income taxes
payable at December 31, 1993 consists of total deferred tax liabilities of
$5,609,000 and total deferred tax assets of $3,013,000. Deferred tax
liabilities include $2,898,000 arising from unrealized holding gains on
available-for-sale securities, $1,353,000 arising from unrealized capital
gains allocated from the Company's partnership investments, and $677,000 from
differences in the recognition of depreciation expense. Deferred tax assets
include $1,100,000 from differences in the recognition of the costs of the
defined benefit retirement plan and postretirement benefits.
<PAGE>
T. ROWE PRICE ASSOCIATES, INC.
NOTES TO CONSOLIDATED BALANCE SHEET (CONTINUED)
NOTE 6--COMMON STOCK AND EMPLOYEE STOCK INCENTIVE PLANS
SHARES AUTHORIZED
At December 31, 1993, the Company had reserved 8,151,315 shares of its
unissued common stock for issuance upon the exercise of stock options and
420,000 shares for issuance under an employee stock purchase plan.
SHARE REPURCHASES
The Company's board of directors has authorized the future repurchase of up to
1,432,000 common shares at December 31, 1993.
EXECUTIVE STOCK
At December 31, 1993, there were outstanding 1,226,540 shares of common stock
("Executive Stock") which were sold to certain officers of the Company in 1982
at a discount. These shares are subject to restrictions which require payment
of the discount of $.32 per share to the Company at the earlier of the sale of
such stock or termination of employment.
STOCK INCENTIVE PLANS
The following table summarizes the status of noncompensatory stock options
granted at market value to certain officers and directors of the Company.
<TABLE>
<CAPTION>
Options Options
Unexercised Options Granted Unexercised Exercisable
Year Options at Exercised (Canceled) Options at at
of December 31, During During December 31, December 31, EXERCISE
Grant 1992 1993 1993 1993 1993 PRICE
- -------- ------------- ----------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
1983\-4 53,000 (30,600) -- 22,400 22,400 $.67 & $.75
1987 309,410 (68,064) -- 241,346 241,346 $5.38 & $9.38
1988 359,000 (66,586) -- 292,414 292,414 $7.94
1989 632,280 (46,288) (5,600) 580,392 312,404 $11.38
1990 681,500 (83,387) (11,800) 586,313 141,313 $7.19 & $8.50
1991 811,450 (37,000) (14,000) 760,450 283,450 $17.00
1992 926,000 (11,600) (27,400) 887,000 168,600 $18.75
1993 -- -- 1,154,000 1,154,000 -- $28.13
------------- ----------- ----------- ------------- ------------- -------------
3,772,640 (343,525) 1,095,200 4,524,315 1,461,927
------------- ----------- ----------- ------------- -------------
------------- ----------- ----------- ------------- -------------
</TABLE>
The right to exercise stock options generally vests over the five-year period
following the grant. After the tenth year following the grant, the right to
exercise the related stock options lapses and the options are canceled.
<PAGE>
T. ROWE PRICE ASSOCIATES, INC.
NOTES TO CONSOLIDATED BALANCE SHEET (CONTINUED)
NOTE 7--EMPLOYEE RETIREMENT PLANS
The Company sponsors two defined contribution retirement plans: a
profit-sharing plan based on participant compensation and a 401(k) plan.
The Company also has a defined benefit plan covering those employees whose
annual base salaries do not exceed a specified salary limit. Participant
benefits are based on the final month's base pay and years of service
subsequent to January 1, 1987. The Company's funding policy is to contribute
annually the maximum amount that can be deducted for federal income tax
purposes. The following table sets forth the plan's funded status and the
amounts recognized in the Company's consolidated balance sheet (in thousands)
at December 31, 1993.
Actuarial present value of
Accumulated benefit obligation for service rendered
Vested ............................................. $ 780
Non-vested ......................................... 1,362
-----------
Total .............................................. 2,142
Obligation attributable to estimated future
compensation increases ............................. 2,594
-----------
Projected benefit obligation ......................... 4,736
Plan assets held in sponsored mutual funds, at fair
value ................................................ 2,594
-----------
Projected benefit obligation in excess of plan assets .. 2,142
Unrecognized loss from decreases in discount rate ...... 407
-----------
Accrued retirement costs ............................... $1,735
-----------
-----------
Discount rate used in determining actuarial present
values ............................................... 6.40%
-----------
-----------
NOTE 8--COMMITMENTS AND CONTINGENT LIABILITIES
The Company is a minority partner in the joint venture which owns the land and
building in which the Company leases its corporate offices. Future minimum
rental payments under the Company's lease agreement are $3,110,000 in 1994 and
1995, $3,220,000 in 1996, $3,769,000 in 1997 and 1998, and $33,755,000 in 1999
through 2006.
The Company leases office facilities and equipment under other
noncancelable operating leases. Future minimum rental payments under these
leases aggregate $4,621,000 in 1994, $4,123,000 in 1995, $1,776,000 in 1996,
$1,259,000 in 1997, $696,000 in 1998, and $4,806,000 in later years.
At December 31, 1993, the Company had outstanding commitments to invest an
additional $6,757,000 in various investment partnerships and ventures.
The Company has contingent obligations at December 31, 1993 under a
$500,000 direct pay letter of credit expiring not later than 1999 and a
$780,000 standby letter of credit which is renewable annually.
<PAGE>
NOTES TO CONSOLIDATED BALANCE SHEET (CONTINUED)
NOTE 8--COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)
Consolidated stockholders' equity at December 31, 1993 includes
$32,635,000 which is restricted as to use under various regulations and
agreements to which the Company and its subsidiaries are subject in the
ordinary course of business.
From time to time, the Company is a party to various employment-related
claims, including claims of discrimination, before federal, state and local
administrative agencies and courts. The Company vigorously defends itself
against these claims. In the opinion of management, after consultation with
counsel, it is unlikely that any adverse determination in one or more pending
employment-related claims would have a material adverse effect on the
Company's financial position.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors
of T. Rowe Price Associates, Inc.
In our opinion, the accompanying consolidated balance sheet presents fairly,
in all material respects, the financial position of T. Rowe Price Associates,
Inc. and its subsidiaries at December 31, 1993 in conformity with generally
accepted accounting principles. This financial statement is the responsibility
of the Company's management; our responsibility is to express an opinion on
this financial statement based on our audit. We conducted our audit in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.
PRICE WATERHOUSE
Baltimore, Maryland
January 25, 1994
<PAGE>
X PLEASE MARK VOTES AS IN
THIS EXAMPLE
Jeffrey H. Donahue A. MacDonough Plant James S. Riepe
If you do not wish to vote your shares 1) Election of directors.
"FOR" a particular nominee, mark the WITH FOR ALL
"FOR ALL EXCEPT" box and strike a FOR HOLD EXCEPT
line through the nominee's name.
Your shares will be voted for the
remaining nominee(s).
Mark box at right if comments or address change has been noted on the
reverse side of this card.
2) To ratify the appointment of Price
Waterhouse as independent
accountants of the Fund for 1994.
REGISTRATION
For Against Abstain
----------- ----------- -----------
----------- ----------- -----------
3) To vote in the Proxies' discretion
upon such other matters as may
properly come before the
meeting.
Please be sure to sign and date
this Proxy. --------------------------------------------
Date
- ------------------------------------------------------------------------------
Shareholder sign here ------------ Co-owner sign here -----------
RECORD DATE SHARES: 14,956,666
NEW AGE MEDIA FUND, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED SHAREHOLDER of New Age Media Fund, Inc. (the "Fund") hereby
appoints Henry H. Hopkins and James S. Riepe, the lawful attorneys and proxies
of the undersigned with full power of substitution to vote as designated
below, all shares of Common Stock of the Fund which the undersigned is
entitled to vote at the Annual Meeting of Shareholders to be held on Tuesday,
April 26, 1994, at 9:00 a.m., 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
Annual Meeting and Proxy Statement dated February 28, 1994, receipt of which
is hereby acknowledged, and any other matters arising before such Annual
Meeting or any adjournment thereof.
Properly executed proxies will be voted (or the vote on such matters will
be withheld on specific matters) in accordance with instructions appearing on
the proxy. In the absence of specific instructions, proxies will be voted FOR
the election of the nominees as directors, for the ratification of the
selection of Price Waterhouse as independent accountants, and in the
discretion of the proxyholders as to any other matters. Please refer to the
Proxy Statement for a discussion of the proposals.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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