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NEW AGE MEDIA FUND, INC.
100 East Pratt Street, Baltimore, Maryland 21202
James S. Riepe
Chairman of the Board
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 Wednesday, April 26,
1995, 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
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NEW AGE MEDIA FUND, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 1995
The Annual Meeting of Shareholders of the New Age Media Fund, Inc. (the
"Fund"), a Maryland corporation, will be held on Wednesday, April 26, 1995, 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 LLP
as the independent accountants for the Fund for the year 1995; and
3. To transact such other business as may properly come before the
meeting and any adjournments thereof.
LENORA V. HORNUNG
Secretary
February 27, 1995
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.
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NEW AGE MEDIA FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS-APRIL 26, 1995
PROXY STATEMENT
This 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,
1995, and at any adjournments thereof.
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
if your proxy is received properly executed. 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: (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 17,
1995, as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting or any adjournment thereof.
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.
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VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS SUFFICIENT
TO APPROVE PROPOSAL 1 FOR THE FUND. A MAJORITY OF THE SHARES PRESENT IN PERSON
OR BY PROXY AT THE MEETING IS SUFFICIENT TO APPROVE PROPOSAL 2 FOR THE FUND.
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 approximate date on which this Proxy Statement and form of proxy are
first being mailed to shareholders is February 27, 1995.
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PRINCIPAL HOLDERS
As of December 31, 1994 to the knowledge of the Fund, no person
beneficially owned more than five percent of its outstanding shares.
1. 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. A shareholder using the enclosed proxy form can vote
for all or any of the nominees of the Board of Directors or withhold his or
her vote from all or any of such nominees. IF THE PROXY CARD IS PROPERLY
EXECUTED BUT UNMARKED, IT WILL BE VOTED FOR ALL OF THE NOMINEES. Each of the
nominees has agreed to serve as a director if elected; however, should any
nominee become unable or unwilling to accept nomination or election, the
persons named in the proxy will exercise their voting power in favor of such
other person or persons as the Board of Directors of the Fund may recommend.
There are no family relationships among these nominees.
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.
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Fund
Shares
Beneficially
Year Owned,
of Directly
Original or
Election Indirectly,
as as of
Name, Address and Age Occupations Director 12/31/94
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Jeffrey H. Donahue(2) Senior Vice President and 1993 --
Age: 47 Chief Financial Officer of
10275 Little The Rouse Company, a full-
Patuxent Parkway service real estate and
Columbia, MD 21044 development company,
Columbia, Maryland, since
1993. From 1985 to 1993,
Mr. Donahue was Vice
President and Treasurer of
the Rouse Company. Also
Director, T. Rowe Price
Spectrum Fund, Inc., and
T. Rowe Price Renaissance
Fund, Ltd.
A. MacDonough Partner, the law firm of 1993 --
Plant(1)(2) Stewart, Plant & Blumenthal,
Age: 56 Baltimore, Maryland, since
Suite 910 Maryland, since 1991. From
Seven St. Paul Street 1971 to 1991, Mr. Plant was
Baltimore, MD 21202 a partner at the law firm of
Semmes, Bowen & Semmes,
specializing in both
instances in estate and
trust law. Also Director,
T. Rowe Price Spectrum Fund,
Inc. and T. Rowe Price
Renaissance Fund, Ltd.
*James S. Riepe (1) Chairman of the Board and 1993 --
Age: 50 member of the Executive
100 East Pratt Street Committee of the Fund;
Baltimore, MD 21202 Managing Director, T. Rowe
Price Associates, Inc.;
President and Director,
T. Rowe Price Investment
Services, Inc.; Chairman
of the Board, T. Rowe Price
Services, Inc., T. Rowe
Price Trust Company, T. Rowe
Price Retirement Plan
Services, Inc., and the
following T. Rowe Price
Funds: Spectrum (since
inception), Balanced (since
inception), and Mid-Cap
Growth (since inception);
Vice President of the
following T. Rowe Price
Funds/Trusts: New Era, New
America Growth, Prime
Reserve, International, and
Institutional International
(since inception); Vice
President and Director/
Trustee of 24 other T. Rowe
Price Funds/Trusts;
Director, T. Rowe Price
Tax-Free Insured
Intermediate Bond Fund, Inc.
(since inception) and Rhone-
Poulenc Rorer, Inc.
/(1)/Denotes member of the Executive Committee of the Board of Directors.
/(2)/Denotes member of the Audit Committee of the Board of Directors.
The Board of Directors held 4 meetings during fiscal year 1994. 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 met once in 1994
and all members participated in the meeting.
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.
<PAGE>
COMPENSATION OF DIRECTORS AND OFFICERS
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Pension Total
or Compen-
Retire- sation
Aggre- ment Estimated from
gate Benefits Annual Fund and
Compen- Accrued Benefits Fund
sation as Part Upon Complex
Name of from the of Fund Retire- Paid to
Person Fund Expenses/a/ ment Directors/c/
- ---------------------------------------------------------------
Jeffrey H. Donahue $7,000 -- -- $22,000
A.MacDonough Plant $7,000 -- -- $22,000
James S. Riepe/b/ -- -- -- --
/a/ The directors of the Fund do not receive any pensions or retirement
benefits from the Fund or T. Rowe Price.
/b/ The directors of the Fund who are officers or employees of T. Rowe Price
and the officers of the Fund receive no renumeration from the Fund.
/c/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. Compensation from the Fund Complex included two Investment
companies. Mr. Riepe did not receive such fees because of his affiliation with
T. Rowe Price.
2. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The selection by the Board of Directors of the firm of Price Waterhouse
LLP as the independent accountants for the Fund for the fiscal year ending
December 31, 1995 is to be submitted for ratification or rejection by the
shareholders at the Annual Meeting. The firm of Price Waterhouse LLP has
served the Fund as independent accountants since inception. The independent
accountants have advised the Fund that they have no direct or material
indirect financial interest in the Fund. Representatives of the firm of Price
Waterhouse LLP are expected to be present at the Annual 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.
The affirmative vote of a majority of shares present and voting at the
meeting is required to ratify the appointment of Price Waterhouse LLP. The
Board of Directors recommends that the shareholders vote "FOR" the proposal to
ratify the appointment of this as the Fund's independent accountants for 1995.
INVESTMENT MANAGER
The Fund's investment manager is T. Rowe Price, a Maryland corporation,
100 East Pratt Street, Baltimore, Maryland 21202.
<PAGE>
The officers of the Fund (other than the nominees for reelection as
directors) and their positions with T. Rowe Price are as follows:
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Officer Position with Fund Position with T. Rowe Price
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*John D. Gillespie President Vice President
*Charles A. Morris Executive Vice President Vice President
Lise J. Buyer Vice President Vice President
Henry H. Hopkins Vice President Managing Director
Brian D. Stansky Vice President Vice President
John F. Wakeman Vice President Vice President
Lenora V. Hornung Secretary Vice President
Carmen F. Deyesu Treasurer Vice President
David S. Middleton Controller Vice President
Patricia S. Butcher Assistant Secretary Assistant Vice President
Roger L. Fiery, III Assistant Vice President Vice President
Edward T. Schneider Assistant Vice President Assistant Vice President
Ingrid I. Vordemberge Assistant Vice President Employee
*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.
*Mr. Morris' date of birth is 1/3/63. He has been Executive Vice President of
the Fund since 1994 and an investment analyst at T. Rowe Price since 1987.
State Street Bank and Trust Company serves as transfer agent,
dividend-paying agent, and registrar for the fund. Its address is 1776
Heritage Drive-4W, North Quincy, Massachusetts 02171-2197. 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.
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1996 Annual Meeting
of the Shareholders of the Fund must be received by November 1, 1995, 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 1996.
<PAGE>
OTHER BUSINESS
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, 1994, there were 14,956,660 shares of the capital stock
of Fund outstanding, with a par value of $.0001.
As of December 31, 1994, the officers and directors of the New Age Media
Fund, as a group, beneficially owned, directly or indirectly, 2,502 shares,
representing less than 0.001% of the Fund's outstanding stock.
A COPY OF THE ANNUAL REPORT OF THE FUND FOR THE YEAR ENDED DECEMBER 31,
1994, INCLUDING FINANCIAL STATEMENTS IS ENCLOSED WITH THIS PROXY STATEMENT.
<PAGE>
NEW AGE MEDIA FUND, INC.
MEETING: 9:00 A.M. EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED SHAREHOLDER of New Age Media Fund, Inc. (the "Fund") hereby
appoints James S. Riepe, the lawful attorney and proxy 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 Wednesday, April 26, 1995, at 9:00 a.m.,
at the offices of the Corporation, 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 27, 1995, 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 LLP 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.
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be that
of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED: DO YOU HAVE ANY COMMENTS:
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- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
x
- ------------------------------------------------------------------------------
[box] PLEASE MARK VOTES AS IN
THIS EXAMPLE
1) Election of directors.
FOR all nominees [box] WITHHOLD AUTHORITY [box] FOR ALL EXCEPT [box]
listed below (except to vote for all
as marked to the nominees listed below
contrary)
Jeffrey H. Donahue A. MacDonough Plant James S. Riepe
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN INDIVIDUAL NOMINEE,
MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S
NAME.)
2) To ratify the appointment of Price Waterhouse LLP as independent
accountants of the Fund for 1995.
For Against Abstain
[box] [box] [box]
Mark box at right if comments or address change have been noted [box]
on the reverse side of this card.
RECORD DATE SHARES:
- ----------------------
REGISTRATION
- -----------------------------------------------
Please be sure to sign and date this Proxy. Date ----------------------
Shareholder sign here -------------------- Co-owner sign here -------------
<PAGE>
DETACH CARD
NEW AGE MEDIA FUND, INC.
Dear Shareholder:
Please take note of the important information enclosed with the Proxy Ballot.
There are issues related to the management and operation of your Fund that
require your attention and approval. These are discussed in detail in the
attached proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, April
26, 1995.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
New Age Media Fund, Inc.
