PAGE 1 SCHEDULE 14A INFORMATION
File Nos. 333-27963/811-7075
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:
[ ] Preliminary Proxy Statement
[X] 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))
New Age Media Fund, Inc.
_________________________________________________________________
(Name of Registrant as Specified in its Charter)
New Age Media 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):
(1)______________
_________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________
5) Total fee paid:
_________________________________________________________
[ ] 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:
_________________________________________________________
____________________________________________________________________
PAGE 2
NEW AGE MEDIA FUND, INC. 100 East Pratt Street, Baltimore, Maryland 21202
James S. Riepe
Chairman of the Board
June 9, 1997
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 July 23, 1997, at
8:30 a.m., in the offices of the Fund at the Owings Mills Financial Center,
10090 Red Run Boulevard, Owings Mills, Maryland 21117.
The principal matter to be acted upon at the meeting is a proposal to convert
the Fund to an open-end mutual fund. If approved, this proposal will allow
shareholders to buy and sell shares of the Fund at net asset value, thereby
eliminating the discount at which the Fund's shares have traded. The Board of
Directors has made this proposal because it believes it is in the best
interests of shareholders.
In addition to the proposal to convert the Fund, there are several other
matters which principally relate to conforming the Fund to the other T. Rowe
Price open-end funds and also must be voted upon. These matters 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 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 the proposal to
convert the fund to open-end status is approved, the Fund will become a member
of the T. Rowe Price family of no-load open-end mutual funds, and be renamed
the T. Rowe Price Media & Telecommunications Fund, Inc.
If you want additional information concerning the matters proposed for action
at the meeting, please let us know.
Sincerely,
/s/James S. Riepe
James S. Riepe
Chairman of the Board
CUSIP# 641567-10-2
PAGE 3 NEW AGE MEDIA FUND, INC.
100 East Pratt Street
Baltimore, Maryland 21202
Notice of Annual Meeting of Shareholders
The Annual Meeting of Shareholders of the New Age Media Fund, Inc. (the
"Fund"), a Maryland corporation, will be held on July 23, 1997, at 8:30 a.m.,
eastern time, in the offices of the Fund at the Owings Mills Financial Center,
10090 Red Run Boulevard, Owings Mills, Maryland 21117. Each of the matters
listed below will be acted upon at that time.
1. To approve or disapprove a proposal to convert the Fund from a
closed-end investment company to an open-end investment company by:
o changing the Fund's subclassification under the Investment Company
Act of 1940 from a closed-end investment company to an open-end
investment company;
o amending the Fund's Articles of Incorporation as necessary to
provide for the conversion; and
o modifying the fundamental borrowing policies of the Fund in
connection with the conversion.
2. Contingent on the approval of Proposal No. 1, to approve or disapprove
a new Investment Management Agreement between the Fund and T. Rowe
Price Associates, Inc.;
3. To elect seven directors to serve until the next annual meeting or
until their successors have been duly elected and qualified;
4. To approve or disapprove modifying the Fund's fundamental policy on
commodities;
5. To approve or disapprove modifying the Fund's fundamental policy on
real estate;
6. Contingent on the approval of Proposal No. 1, to approve or disapprove
amending the Fund's Articles of Incorporation to authorize involuntary
redemptions of accounts.
7. Contingent on the approval of Proposal No. 1, to approve or disapprove
amending the Fund's Articles of Incorporation to change the Fund's
name to "T. Rowe Price Media & Telecommunications Fund, Inc."
8. Contingent on the approval of Proposal No. 1, to approve or disapprove
amending the Fund's Articles of Incorporation to authorize creating
different classes and to conform the provisions describing classes and
series to those standard for other T. Rowe Price open-end funds.
9. Contingent on the approval of Proposal No. 1, to approve or disapprove
restating the Fund's Articles of Incorporation to conform to the
standard T. Rowe Price form for open-end funds.
10. To ratify or reject the selection of the firm of Price Waterhouse LLP
as the independent accountants for the Fund for the year 1997; and
11. To transact such other business as may properly come before the
meeting and any adjournments thereof.
PAGE 4
Only shareholders of record of common stock at the close of business on May
23, 1997, are entitled to notice of, and to vote at, this Meeting or any
adjournment thereof. The Board of Directors recommends that you vote in favor
of each proposal.
/s/Lenora V. Hornung
LENORA V. HORNUNG
Secretary
June 9, 1997
_____________________________________________________________________________
YOUR VOTE IS IMPORTANT
Shareholders are urged to vote 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# 641567-10-2
PAGE 5 NEW AGE MEDIA FUND, INC.
Annual Meeting of Shareholders--July 23, 1997
PROXY STATEMENT
This document gives you information you need in order to vote on the matters
coming before the Annual Meeting and is furnished in connection with the
solicitation of proxies by the New Age Media Fund, Inc. (the "Fund"), a
Maryland corporation. If you have any questions, please feel free to call us
at our toll-free number, 1-800-231-8432.
Who is asking for my vote?
The Board of Directors of the Fund have asked that you vote on the matters
listed in the Notice of Annual Meeting of Shareholders. The votes will be
formally counted at the Annual Meeting on July 23, 1997, and if the Annual
Meeting is adjourned, at any later meeting. You may vote in person at the
Annual Meeting, or return your completed proxy card in the envelope provided.
Who is eligible to vote?
Shareholders of record at the close of business on May 23, 1997 (the "Record
Date") are entitled to notice of, and to vote at, the meeting. The Notice of
Annual Meeting, the proxy, and the Proxy Statement were mailed to shareholders
of record on or about June 9, 1997.
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.
What are shareholders being asked to vote on?
At a meeting held on February 12, 1997, the Board of Directors, including the
independent Directors, unanimously approved submitting to the Fund's
shareholders a proposal to convert the Fund from a closed-end to an open-end
investment company ("mutual fund").
If approved, the conversion will permit the continued operation of the Fund
in accordance with its investment objective while providing its shareholders
with the right to purchase and redeem shares at a price based on their net
asset value instead of a price set in the market. If approved, the Fund would
begin operations as an open-end fund and as part of the family of T. Rowe
Price no-load mutual funds on or about July 28, 1997. If the proposal to
convert the Fund to a mutual fund is not approved, the Fund will remain a
closed-end investment company, and the Board of Directors will consider
whether other actions should be taken, if any.
In connection with the proposal to convert the Fund to a mutual fund,
shareholders are being asked to approve:
PAGE 6
o an amendment of the Fund's subclassification under the Investment Company
Act of 1940 ("the 1940 Act") from a closed-end to an open-end investment
company;
o an amendment to the Fund's Articles of Incorporation as necessary to
provide for the conversion;
o a new investment management agreement between the Fund and T. Rowe Price
Associates, Inc. ("T. Rowe Price"), the Fund's investment manager, which
will lower the fee due T. Rowe Price;
o a new board of directors for the Fund;
o amendments to the Fund's fundamental policies on borrowing and other
matters to conform them to the equivalent policies for other T. Rowe Price
mutual funds; and
o amendment and restatement of the Fund's Articles of Incorporation to
conform them to the equivalent documents for other T. Rowe Price mutual
funds.
Shareholders are also being asked to approve the selection of the firm of
Price Waterhouse LLP as the independent accountants for the Fund for the year
1997.
How can I get more information about the Fund?
A copy of the Fund's Annual Report 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 or any
other shareholder report will be provided, without charge, to any shareholder
upon request. Please call T. Rowe Price at 1-800-231-8432 or write to 100 East
Pratt Street, Baltimore, Maryland 21202, to request the report.
PROPOSAL NO. 1 -- CONVERSION OF THE FUND TO AN OPEN-END INVESTMENT COMPANY
Proposal No. 1 has three parts, each of which is described below. Shareholders
are being asked to vote on all three as a package, not separately.
A. Changing the Fund's Status under the 1940 Act from a Closed-end to an
Open-end Investment Company
Background of the proposal
Why does the Board recommend open-ending the Fund?
The Fund was organized in 1993 as a closed-end fund because it was believed
such a structure, among other things, would permit management of the Fund's
portfolio consistent with its investment objectives and policies without the
pressures and constraints to which open-end investment companies ("mutual
funds") are subject as a result of cash inflows and redemptions. The shares of
many closed-end funds sell at a discount to net asset value, however, and the
Fund has been no exception. While the Fund has been in existence for only
approximately three and one-half years, its discount has been as high as over
23%. While the Fund attempted to narrow the discount through a share
repurchase program approved by the Fund's Board of Directors in August 1995,
the discount persisted through 1995, 1996, and 1997 until the Fund announced
on February 12, 1997, its intention to seek shareholder approval to open-end.
(After this announcement, the discount narrowed to 4.74%.) During the period
while the discount persisted, the Board of Directors considered various
methods of seeking to narrow the discount, including the share repurchase
program referred to above, but it has become apparent that the only certain,
and permanent, means of eliminating the discount is to convert the Fund to an
open-end fund. In light of these events, the Board of Directors has concluded
PAGE 7
that the most advantageous course of action for the Fund and its shareholders
would be conversion to a mutual fund, thereby giving shareholders the right to
retain their investment or dispose of Fund shares at such time as they choose
at prices based on the net asset value of the Fund's shares. The Board reached
this conclusion after weighing these benefits of converting to open-end status
against the potential impact of the conversion on the Fund's investment
program and expenses. T. Rowe Price has indicated that it believes it will be
able to manage the Fund's portfolio as a mutual fund.
What are the differences between open-end ("mutual fund") and closed-end
investment companies?
Closed-end investment companies neither redeem their outstanding shares nor
engage in the continuous sale of new shares, and thus operate with a
relatively fixed amount of shares outstanding. The shares of closed-end
investment companies are normally bought and sold on national securities
exchanges; the Fund's shares are currently traded on the New York Stock
Exchange. If the proposal to convert the Fund is approved, the Fund's shares
will be delisted from this Exchange upon the conversion.
In contrast, open-end investment companies, commonly referred to as "mutual
funds," issue redeemable shares. The holders of redeemable shares have the
right to surrender those shares to the mutual fund and obtain their net asset
value. Mutual funds also continuously issue new shares to investors based on
the fund's net asset value at the time of such issuance.
What are some of the legal and practical differences between operations of the
Fund as a closed-end and an open-end investment company?
(a) Acquisition and Disposition of Shares. If the Fund were to be
converted into a mutual fund, investors wishing to acquire shares of the Fund
would be able to purchase them from the Fund's principal underwriter at their
net asset value with no sales charges. Shareholders desiring to sell their
shares would be able to do so by exercising their right to have such shares
redeemed by the Fund at the next determined net asset value. The Fund's net
asset value per share is calculated by dividing (i) the value of its portfolio
securities plus all cash and other assets less all liabilities by (ii) the
number of outstanding shares of the Fund.
(b) Voting Rights. The voting rights of holders of shares of the Fund will
not change if the Fund converts to open-end status, except that the Board of
Directors will have the authority to amend the Fund's Articles of
Incorporation to authorize the issuance of additional shares of the Fund's
common stock without submitting such amendment to another shareholder vote and
that certain "anti-takeover" provisions requiring super majority votes to
approve significant corporate transactions will be deleted from the Articles
of Incorporation.
By virtue of the provisions of Maryland corporate law applicable to investment
companies, opportunities to vote may become less frequent if the Fund converts
to open-end status, because the Fund will not hold shareholder meetings unless
required to do so by the 1940 Act. Maryland corporate law provides that, if
the Articles of Incorporation or by-laws of either an open-end or closed-end
fund registered under the 1940 Act so provides, then the Fund is not required
to hold an annual shareholder meeting in any year in which the election of
Directors is not required to be acted upon under the 1940 Act. If the Fund is
converted to an open-end fund, the proposed amendments to the Fund's Articles
would provide that the Fund will not be required to hold an annual meeting in
any year in which it is not required to do so under the 1940 Act.
PAGE 8
By not having to hold annual shareholder meetings, the Fund would save the
costs, which can be substantial, of preparing proxy materials and soliciting
shareholders' votes on the usual proposals contained therein. Under the 1940
Act, the Fund would be required to hold a shareholder meeting if, among other
things, (i) the number of Directors elected by shareholders were less than a
majority of the total number of Directors; (ii) if a change were sought in the
fundamental investment policies of the Fund; or (iii) if a change were sought
in the Fund's investment management agreement.
(c) Determination of Net Asset Value. Securities and Exchange Commission
(SEC) regulations under the 1940 Act generally require mutual funds to value
their assets on each business day in order to determine the current net asset
value to be used for redemptions by shareholders or purchases by investors.
The net asset values of most mutual funds are published daily by leading
financial publications.
(d) Expenses: Potential Net Redemptions. While it is not possible to
predict, the Fund's expenses are expected to decrease as a result of
open-ending. However, open-ending could result in immediate, substantial
redemptions and hence a marked reduction in the size of the Fund. As an open-end
fund, it is not possible to know whether the Fund will experience net
redemptions or net subscriptions, or over what time period either would occur.
An asset base of decreased size could produce less income than is currently
being produced. Accordingly, the Fund's ratio of operating costs to average
net assets could increase although as noted below, the expense ratio is
subject to an expense cap at least through December 31, 1998. For the year
ended December 31, 1996, the Fund's expense ratio was 1.22%. As part of the
proposed new Investment Management Agreement with T. Rowe Price, T. Rowe Price
has agreed to cap the Fund's expense ratio at 1.25% through December 31, 1998.
After that date, there is no guarantee that the expense cap would remain in
place. In addition, the Fund might be required to sell portfolio securities in
order to meet redemptions, thereby resulting in realization of gains (or
losses). As of May 31, 1997, the Fund had $32,242,134 of net unrealized
capital appreciation for federal income tax purposes. This figure will change
as the Fund's portfolio securities change in value.
Significant net redemptions could also render the Fund an uneconomical venture
by virtue of diminished size. In the event the Fund were to become too small
to be considered economically viable, the Board of Directors might consider
alternatives to continuing the Fund's operations, ranging from merger of the
Fund with another investment company to liquidation of the Fund. The Fund has
no plans to pursue such alternatives at this time, and any such merger or
liquidation would require shareholder approval.
(e) Elimination of Discount. Any market discount from net asset
value will be eliminated due to the fact that shareholders will be able to
realize the value of their shares by redeeming them from the Fund at net asset
value. It will also eliminate (i) any possibility that the Fund's shares will
trade at a premium over net asset value and (ii) the possibility to acquire
shares below net asset value. If the Proposal to convert to a mutual fund is
approved by the shareholders, the discount may be reduced prior to the date of
any conversion to open-end status to the extent purchasers of shares in the
open market are willing to pay less of a discount in anticipation of a
prospective open-ending.
(f) Dividend Reinvestment Plan. As an open-end fund, shareholders
would automatically have dividends and capital gain distributions reinvested
in fund shares, unless they elected to receive such amounts in cash. Effective
upon conversion to an open-end investment company, such reinvestments in
PAGE 9
shares would be made at net asset value. It should be noted that in order to
simplify the conversion process, the Fund's dividend reinvestment plan has
been terminated. Any distributions made by the Fund to shareholders of record
on or before July 25, 1997, will be paid in cash.
(g) Portfolio Management. Unlike mutual funds, closed-end investment
companies are not subject to pressures to sell portfolio securities at
disadvantageous times in order to meet net redemptions. Most open-end funds
maintain adequate reserves of cash or cash equivalents in order to meet net
redemptions as they arise. Because closed-end investment companies do not have
to meet redemptions, their cash reserves can be substantial or minimal,
depending primarily on management's perception of market conditions and on
decisions to use fund assets to repurchase shares. The larger reserves of cash
or cash equivalents required to operate prudently as an open-end fund when net
redemptions are anticipated could reduce the Fund's investment flexibility and
the scope of its investment opportunities. The Fund may have to sell portfolio
securities in order to accommodate the need for larger reserves of cash or
cash equivalents. This may increase transaction costs and portfolio
turnover.
(h) Illiquid Securities. An open-end investment company is subject to
the 1940 Act requirement that no more than 15% of its net assets may be
invested in securities that are not readily marketable. The Fund is currently
subject to a 25% limitation. If the Fund is converted to a mutual fund it will
be required to meet the 15% limitation. As the Fund does not currently hold a
significant quantity of illiquid securities, this change should not have a
material effect on management of the Fund.
(i) Senior Securities and Borrowings. The 1940 Act prohibits mutual funds
from issuing "senior securities" representing indebtedness (i.e., bonds,
debentures, notes and other similar securities), other than indebtedness to
banks where there is an asset coverage of at least 300% for all borrowings.
Closed-end investment companies on the other hand are permitted to issue
senior securities representing indebtedness to any lender if the 300% asset
coverage is met. Thus, for example, currently the Fund can borrow to finance
repurchases of its shares and pay dividends. As an open-end fund, it could not
borrow for these purposes. In addition, closed-end investment companies may
issue preferred stock (subject to various limitations), whereas open-end
investment companies generally may not issue preferred stock. This ability to
issue senior securities may give closed-end investment companies more
flexibility than mutual funds in "leveraging" of their shareholders'
investments. The Fund has never issued senior securities or preferred stock
and neither the Board of Directors nor T. Rowe Price believes that the more
restrictive policies which would govern the Fund as an open-end fund will
materially affect the Fund's ability to carry out its investment program.
(j) Shareholder Services. If the Fund is converted to an open-end
fund, it will become part of the T. Rowe Price family of no load mutual funds
and would have available to it all of the various services made available to
such funds. These include the ability for shareholders to exchange their
shares for shares of all other T. Rowe Price mutual funds, the use of the Fund
for retirement plans, and the opportunity for shareholders to effect various
transactions by telephone. The cost of such services would normally be borne
by the Fund rather than by individual shareholders.
(k) Minimum Investment and Involuntary Redemptions. If converted to
an open-end fund, the Fund will adopt requirements that an initial investment
in Fund shares and any subsequent investment must be in a specified minimum
amount, in order to reduce the administrative burdens and expenses associated
PAGE 10
with small accounts. The Fund expects that the minimum initial investment
requirement will be $2,500 ($1,000 for retirement or UGMA/UTMA accounts) and
the minimum additional investment requirement will be $100 ($50 for retirement
or UGMA/UTMA accounts). For the period through April 30, 1998, the minimum
initial investment requirement will not apply to any account existing at the
time of conversion.
However, subject to shareholder approval of Proposal No. 6, the Fund will
reserve the right to redeem all of the shares of any shareholder, other than a
shareholder which is an IRA or other tax-deferred retirement plan, whose
account has a net asset value of less than $1,000 for three months or longer.
The Fund will give such shareholders 60 days prior written notice in which to
purchase sufficient additional shares to avoid such redemption. It is also
anticipated that any shareholder who has an account balance of five shares or
less on the business day immediately preceding the conversion will be
automatically redeemed when the Fund becomes an open-end fund at the then
current net asset value per share. If Proposal No. 6 is not approved,
shareholders will receive written notice in advance of this redemption.
(l) Qualification as a Regulated Investment Company. The Fund intends to
continue to qualify for treatment as a regulated investment company under the
Internal Revenue Code of 1986, as amended (the Internal Revenue Code) after
conversion to open-end status, so that it will continue to be relieved of
federal income tax on that part of its investment company taxable income and
net capital gain that is distributed to its shareholders. To qualify for this
treatment the Fund must currently meet several requirements, one of which is
that less than 30% of the Fund's gross income each taxable year may be derived
from the sale or other disposition of securities, options, or futures
contracts held for less than three months. T. Rowe Price anticipates that the
Fund will continue to be able to meet this requirement after the conversion.
No assurance exists, however, that this requirement will be met under all
possible circumstances, particularly if the Fund is required to sell recently
acquired portfolio securities because of unexpectedly large net redemptions or
large influxes of cash followed within a short time by significant redemptions
of Fund shares.
What needs to be done if the conversion to an open-end company is approved?
If the proposed conversion to open-end status is approved, the Board will
take such other actions as are necessary to effect the conversion. The
conversion of the Fund to an open-end investment company will be accomplished
by: (i) the filing with the Maryland State Department of Assessments and
Taxation of amendments to the Fund's Articles of Incorporation (the "Open-Ending
Certificate") and (ii) changing the Fund's subclassification under the
1940 Act from a closed-end investment company to an open-end investment
company. In addition, since shares of an open-end investment company are
offered to the public on a continuous basis, if the conversion is approved,
the Board is expected to approve contracts with T. Rowe Price Investment
Services, Inc. for the distribution of the Fund's shares to become effective
upon the Fund's conversion to an open-end investment company.
What are the anticipated costs and other consequences of the conversion?
Although management will use all practicable measures to keep costs at a
minimum, certain costs will be incurred, a number of which will be
nonrecurring, in connection with the change from a closed-end to an open-end
investment company, including costs associated with the seeking of necessary
government clearances and the preparation, mailing, and solicitation of this
proxy. The Board anticipates that such costs will range from approximately
PAGE 11
$50,000 to $100,000. The Board anticipates that substantially all of these
costs will be incurred by the Fund prior to the effective date of the
conversion. As an open-end fund, the Fund will incur costs in connection with
the preparation of an annual registration statement and prospectus as required
by federal securities laws (including printing and mailing costs), the payment
of necessary annual filing fees under the securities laws of various states,
as well as other expenses, such as the increased shareholder and transfer
agency expenses associated with an open-end fund.
Neither the Fund nor its shareholders will realize any gain or loss for tax
purposes as a result of the Fund's conversion. However, shareholders will
recognize a gain or loss if they later redeem their shares to the extent that
the redemption proceeds are greater or less than the respective adjusted tax
bases of their shares. Payment for any such redemption will be made within
seven days after receipt of a proper request for redemption (in accordance
with redemption procedures specified in the Fund's prospectus). Such payment
may be postponed or the right of redemption suspended at times: (i) when the
New York Stock Exchange is closed for other than customary weekends and
holidays; (ii) when trading on such Exchange is restricted; (iii) when an
emergency exists as a result of which disposal by the Fund of securities owned
by it is not reasonably practicable or it is not reasonably practicable for
the Fund fairly to determine the value of its net assets; or (iv) during any
other period when the SEC, by order, so permits; provided that applicable
rules and regulations of the SEC shall govern as to whether the conditions
prescribed in (ii), (iii), or (iv) exist. As an open-end fund, the Board of
Directors also expects to reserve the right to redeem Fund shares in kind if,
in the opinion of the Manager, such a redemption would be advisable. If
redemptions are made in kind, a shareholder would incur transaction costs in
disposing of any securities received.
Will the Fund's investment objective or policies change due to the approval of
the conversion?
The Fund's investment objective, which is to provide long-term
appreciation, will remain unchanged upon the conversion of the Fund to an
open-end investment company. The Fund will also continue to invest in the
types of companies in which it has invested since its inception. Proposed
changes to certain of the Fund's fundamental investment policies are described
under this Proposal in section C, and under Proposal Nos. 4 and 5. The purpose
of these proposed changes is to conform such policies to the standard ones in
effect for all T. Rowe Price mutual funds. In addition, the Fund's current
policy on borrowing is inconsistent with the provisions of the 1940 Act
applicable to open-end funds. The changes in these fundamental policies are
not expected to affect the management of the Fund or its investment
program.
B. Amendment of the Fund's Articles of Incorporation
Why do the Articles of Incorporation have to be amended?
Shareholders are being asked to approve or disapprove amendments to the Fund's
Articles of Incorporation which are necessary for the Fund to operate as an
open-end fund. Other amendments that the Board of Directors believe would
facilitate the Fund's operations, but are not essential to open-ending, are
included in Proposal Nos. 6 through 9. A copy of the Fund's Articles of
Incorporation, amended and restated to reflect the amendments proposed in this
Proposal No. 1 and in Proposal Nos. 6 through 9, is attached to this Proxy
Statement as Exhibit B.
PAGE 12
What are the essential amendments?
1. Redemption and Issuance of Shares. The amended Articles of Incorporation
would (i) authorize the issuance of redeemable securities at net asset value;
and (ii) provide that the Fund's outstanding common stock will be redeemable
at the option of the holders at such times as may be permitted by the Fund, at
a redemption price per share equal to the net asset value per share next
determined after the shares are properly tendered for redemption, less any
redemption fees or sales charges that may be established by the Board of
Directors.
Consistent with the new open-end structure, the proposed amendments to the
Articles of Incorporation give the Board of Directors the power and authority,
without shareholder approval, to increase or decrease the number of shares of
capital stock or the number of shares of capital stock of any class or series
that the Fund has authority to issue. The amendments also enable the Board of
Directors to authorize the issuance of shares of the Fund's stock for such
consideration as may be deemed advisable by the Board of Directors and without
any action by the shareholders.
2. Removal of Anti-takeover Provisions. The Fund currently has provisions in
its Articles of Incorporation that have the effect of limiting: (i) the
ability of other entities or persons to acquire control of the Fund; (ii) the
Fund's freedom to engage in certain transactions; or (iii) the ability of the
Fund's directors or shareholders to amend the Articles of Incorporation to
convert the Fund from closed-end to open-end status. These provisions of the
Articles of Incorporation may be regarded as "anti-takeover" provisions. The
Board of Directors of the Fund believes that following conversion to an open-end
structure, these provisions might limit the Fund's flexibility in the
future to enter into certain types of transactions that may benefit the Fund.
Accordingly, the proposed amendments to the Articles of Incorporation would
eliminate the "anti-takeover" provisions and replace them with provisions
requiring the affirmative vote of the holders of a majority of the outstanding
shares of the Fund's capital stock to authorize certain mergers,
consolidations, statutory share exchanges, or sale of all or substantially all
of the Fund's assets.
When would the Amended Articles of Incorporation take effect?
If Proposal No. 1 is approved by shareholders, Amended and Restated Articles
of Incorporation are expected to be filed with the Maryland State Department
of Assessments and Taxation to take effect on or about 5 p.m. on July 25,
1997.
Would any other corporate documents need to be amended?
In connection with the amendments to the Fund's Articles of Incorporation and
the conversion to open-end status, the Board of Directors will make any
necessary changes to the by-laws of the Fund.
C. Amendment of the Fund's Fundamental Policy on Borrowing
The Fund's current fundamental policy on Borrowing is as follows:
As a matter of fundamental policy, the Fund may not:
PAGE 13
Borrowing. Borrow money, except the Fund may borrow (i) for temporary
or emergency purposes; (ii) to engage in reverse repurchase agreements
and make other investments or engage in other transactions, which may
or may not be deemed to involve a borrowing in a manner consistent
with the Fund's investment program and policies, provided that the
combination of (i) and (ii) do not exceed 33 1/3% of the value of the
Fund's total assets (including the amounts borrowed, less liabilities
other than borrowings); (iii) to finance repurchases and tender offers
of its shares in amounts not exceeding 10% of its total assets; or
(iv) to pay dividends required to be distributed in order for the Fund
to maintain its qualification for treatment as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the
"Code"), or otherwise to avoid taxation under the Code. The Fund's
borrowing policy is fundamental and may not be changed without
shareholder approval.
As amended, the policy would be:
As a matter of fundamental policy, the Fund may not:
Borrowing. Borrow money, except that the Fund may (i) borrow for
non-leveraging, temporary or emergency purposes; and (ii) engage in
reverse repurchase agreements and make other investments or engage in
other transactions, which may involve a borrowing in a manner
consistent with the Fund's investment objective and program, provided
that the combination of (i) and (ii) shall not exceed 33 1/3% of the
value of the Fund's total assets (including the amount borrowed) less
liabilities (other than borrowings) or such other percentage permitted
by law. Any borrowings which come to exceed this amount will be
reduced in accordance with applicable law. The Fund may borrow from
banks, other T. Rowe Price funds or other persons to the extent
permitted by applicable law.
What are the differences between the current and proposed fundamental policies
on borrowing?
If approved the primary effects of the amendment would be to (i) limit the
Fund to borrowing for non-leveraging purposes only; (ii) eliminate the
ability of the Fund to borrow to finance repurchases of its shares; (iii)
eliminate the Fund's ability to borrow to pay dividends. These changes are
required by the 1940 Act if the Fund is to operate as an open-end investment
company, and the Board does not believe they will impede in any manner the
Fund's investment program.
What vote is required for Proposal No. 1 to pass?
Approval of Proposal No. 1 requires the affirmative vote or consent of the
holders of a majority of the Fund's outstanding shares of capital stock. The
Board of Directors recommends that shareholders vote FOR the proposal.
PROPOSAL NO. 2 -- ADOPTION OF A NEW INVESTMENT MANAGEMENT AGREEMENT WITH T.
ROWE PRICE
Background of the Proposal. On February 12, 1997, the Board of Directors of
the Fund, including the Directors who are not "interested persons" of T. Rowe
Price or the Fund, unanimously voted to approve a new management agreement
between the Fund and T. Rowe Price (the "Proposed Agreement"), which, like the
Fund's present investment advisory agreement (the "Present Agreement"),
provides for T. Rowe Price to manage the Fund's investments.
PAGE 14
How does the Proposed Agreement differ from the current one?
The primary differences between the Fund's Present Agreement and the Proposed
Agreement are: (i) the Fund will convert from closed-end to open-end status;
(ii) the name of the Fund will change from "New Age Media Fund, Inc." to
"T. Rowe Price Media & Telecommunications Fund, Inc.," and (iii) the
Management Fee paid to T. Rowe Price will be less than the current fee and
will be computed based on combining an individual fund fee ("Individual Fund
Fee") and a group fee ("Group Fee") ratio that reduces the Fund's fee as the
assets of the T. Rowe Price mutual funds grow. This fee structure is the same
one used by almost all other T. Rowe Price mutual funds.
What is the Individual Fund Fee and what would it be under the Proposed
Agreement?
This fee reflects the Fund's particular investment management costs. It is
computed by multiplying the fraction of one (1) over the number of calendar
days in the year by the fund fee rate of 0.35% and multiplying this product by
the net assets of the Fund for that day, as determined in accordance with the
Fund's prospectus as of the close of business on the previous business day on
which the Fund was open for business.
What is the Group Fee and what would it be under the Proposed Agreement?
The monthly Group Fee is designed to reflect the benefits of the shared
resources of the T. Rowe Price investment management complex and is calculated
daily based on the combined net assets of all T. Rowe Price funds (except
Equity Index Fund, the Spectrum Funds, and any institutional or private label
mutual funds). The group fee schedule as shown in Table 1 is graduated,
declining as the asset total rises, so shareholders benefit from the overall
growth in mutual fund assets.
Table 1 Price Funds' Annual Group Base Fee Rate for Each Level of Assets
______________________________________________________________________________
0.480% First $1 billion 0.350% Next $2 billion
0.450% Next $1 billion 0.340% Next $5 billion
0.420% Next $1 billion 0.330% Next $10 billion
0.390% Next $1 billion 0.320% Next $10 billion
0.370% Next $1 billion 0.310% Next $16 billion
0.360% Next $2 billion 0.305% Next $30 billion
0.300% Thereafter
______________________________________________________________________________
The Fund's portion of the Group Fee is determined by the ratio of its daily
net assets to the daily net assets of all the T. Rowe Price funds described
previously. Based on combined T. Rowe Price funds' assets of approximately $63
billion at March 31, 1997, the Group Fee was 0.33%.
Please see the Proposed Agreement attached to this Proxy Statement as Exhibit
A for more detailed information.
When was the Present Agreement adopted?
The Present Agreement was approved by the directors of the Fund on October 7,
1993. By its terms, the Present Agreement will continue in effect from year to
PAGE 15
year as long as it is approved annually by the Fund's Board of Directors (at a
meeting called for that purpose) or by vote of a majority of the Fund's
outstanding shares. In either case, renewal of the Present Agreement must be
approved by a majority of the Fund's independent directors. The Present
Agreement is subject to termination without penalty on 60 days' written notice
by either party to the other and will terminate automatically in the event of
assignment.
What services does T. Rowe Price provide under the Present and Proposed
Agreements?
Under the Present and Proposed Agreements, 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 restrictions 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 a wide range of corporate administrative
services. Each Agreement provides that the Fund will bear all expenses of its
operations not specifically assumed by T. Rowe Price.
The Present and Proposed Agreements also provide 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.
What does the Fund currently pay to T. Rowe Price for its advisory services?
For its services to the Fund under the Present Agreement, T. Rowe Price is
paid a management fee ("Management Fee") of 1.10% of the Fund's average weekly
net assets. The Management Fee is paid monthly to the Manager on the first
business day of the next succeeding calendar month and is calculated weekly.
The fee accrual for any particular week is computed by multiplying the
fraction of 7 over 365 by 1.10% and multiplying the product by the net assets
of the Fund as of the preceding valuation date.
How will the expenses paid by the Fund differ between agreements?
The effect of the Proposed Agreement on the Fund's Management Fee is set forth
in Table 2.
Table 2 Management Fee Comparison
______________________________________________________________________________
12 Months Ended Dec. 31, 1996
_______________
Effective Management Fee Rate
-Present Agreement 1.10%
-Proposed Agreement 0.68%
-Percentage change -38.20%
Expense Ratio
-Present Agreement 1.22%
-Proposed Agreement 0.95% (a)
PAGE 16
-Percentage change -22.10%
Management Fee
-Present Agreement $3,056,000
-Proposed Agreement $1,889,000
-Difference between aggregate amounts $1,167,000
-Percentage change -38.20%
Average Net Assets of the Fund (1996) $278,416,000
(a) Based on average net assets of $219,000,000 as of April 30, 1997. Higher
or lower asset levels will affect the Fund's expense ratio. As part of
the proposed new Investment Management Agreement, T. Rowe Price has
agreed to cap the Fund's expense ratio at 1.25% through December 31,
1998. Fees waived or expenses paid or assumed under this agreement are
subject to reimbursement to T. Rowe Price whenever the Fund's expense
ratio is below 1.25%; however, no reimbursement will be made after
December 31, 2000, or if it would result in the expense ratio exceeding
1.25%.
______________________________________________________________________________
Table 3 shows a comparison between all expenses and fees the Fund incurred
during its fiscal year ended December 31, 1996, and the fees and expenses the
Fund would have incurred had the proposed fee change been in effect.
Table 3 Fees and Expenses Comparison
______________________________________________________________________________
Shareholder Transaction Expenses Current Proposed
Sales load "charge" on purchases Varies None
Sales load "charge" on reinvested dividends None None
Redemption fees None None
Exchange fees None None
Annual Fund Expenses
Current Proposed
Management fee 1.10% 0.68%
Marketing fees (12b-1) None None
Total other (shareholder servicing,
custodial, auditing, etc.) 0.12% 0.27%
Total Fund Expenses 1.22% 0.95%
Note: A $5 fee is charged for wire redemptions under $5,000, subject to change
without notice, and a $10 fee is charged for small accounts when
applicable.
______________________________________________________________________________
Table 4 illustrates, for both the existing fee schedule and the proposed fee
schedule, the expenses you would incur on a $1,000 investment, assuming a 5%
annual rate of return and redemption at the end of each period shown. This is
an illustration only. Actual expenses and performance may be more or less than
shown.
PAGE 17
Table 4 Comparison of Hypothetical Fund Expenses
______________________________________________________________________________
1 3 5 10
Year Years Years Years
Present Agreement $12 $39 $67 $148
Proposed Agreement $10 $30 $53 $117
______________________________________________________________________________
How do the proposed expenses compare to those of similar T. Rowe Price funds?
T. Rowe Price also acts as investment adviser to several registered investment
companies having similar investment objectives and policies to those of the
New Age Media Fund.
Table 5 sets forth the name of each investment company having similar
investment objectives and policies to the New Age Media Fund, the annual rate
of compensation (i.e., the fee T. Rowe Price is paid for its services as
adviser to the respective portfolio), and net assets as of December 31,
1996.
Table 5 Comparison of Expenses to Similar T. Rowe Price Funds
______________________________________________________________________________
Net Assets Annual Rate Fees
Investment of Fund at of Com- Waived
Name of Fund Objective 12/31/96 pensation or Reduced
T. Rowe Price Long-term $125,077,000 0.78% No
Capital capital growth
Opportunity Fund
T. Rowe Price Long-term $30,047,000 0.00% Yes (a)
Financial growth of capital
Services Fund and modest level
of income
T. Rowe Price Long-term $193,958,000 0.60% Yes (b)
Health capital growth
Sciences Fund
T. Rowe Price Long-term $3,291,797,000 0.68% No
Science & growth of capital
Technology Fund
(a) In the interest of limiting the expenses of the fund during its initial
period of operations, T. Rowe Price agreed to waive fees and bear any
expenses through December 31, 1998, which would cause the fund's ratio
of expenses to average net assets to exceed 1.25%. Fees waived or
expenses paid or assumed under this agreement are subject to
reimbursement to T. Rowe Price by the fund whenever the fund's expense
ratio is below 1.25%; however, no reimbursement will be made after
December 31, 2000, or if it would result in the expense ratio exceeding
1.25%. Without this expense limitation, it is estimated that the fund's
management fee ratio would have been 0.68%. Any amounts reimbursed will
have the effect of increasing fees otherwise paid by the fund.
Organizational expenses will be charged to the fund over a period not to
exceed 60 months.
PAGE 18
(b) In the interest of limiting the expenses of the fund during its initial
period of operations, T. Rowe Price agreed to waive fees and bear any
expenses through December 31, 1997, which would cause the fund's ratio
of expenses to average net assets to exceed 1.35%. Fees waived or
expenses paid or assumed under this agreement are subject to
reimbursement to T. Rowe Price by the fund whenever the fund's expense
ratio is below 1.35%; however, no reimbursement will be made after
December 31, 1999, or if it would result in the expense ratio exceeding
1.35%. Without this expense limitation, it is estimated that the fund's
management fee ratio would have been 0.68%. Any amounts reimbursed will
have the effect of increasing fees otherwise paid by the fund.
Organizational expenses will be charged to the fund over a period not to
exceed 60 months.
______________________________________________________________________________
What matters were considered by the Board in recommending the new Advisory
Agreement?
The Board considered approval of the Proposed Agreement in the context of
considering the conversion of the Fund to open-end status. In authorizing the
Proposed Agreement, the Board took into account the fact that the same entity,
T. Rowe Price, will continue to manage the Fund's investment portfolio in
accordance with the Fund's investment objectives and policies under the
Proposed Agreement as under the Present Agreement. The Board considered
further that the Proposed Agreement would substantially reduce the management
fee payable by the Fund to T. Rowe Price and would position the Fund to enjoy
the benefits of economies of scale resulting from growth in assets under
management of the T. Rowe Price mutual funds as a group.
What vote is required to adopt the new Investment Management Agreement?
Proposal No. 2 requires the affirmative vote of the lesser of (a) 67% of the
shares present at the meeting in person or by proxy or (b) a majority of the
Fund's outstanding shares. The Board of Directors recommends that shareholders
vote FOR the proposal.
If the new Investment Management Agreement is approved by the shareholders
of the Fund, it will become effective on or about July 26, 1997. If it is not
approved by the shareholders of the Fund, the existing Investment Management
Agreement will continue in effect through April 30, 1998. However, if
shareholders do not approve Proposal No. 1 (conversion of the Fund to an open-
end fund), the existing Investment Management Agreement will continue,
regardless of whether shareholders approve the new Investment Management
Agreement.
PROPOSAL NO. 3 -- ELECTION OF DIRECTORS
Who are the nominees for Director?
The Board has proposed a slate of seven persons listed in Table 6 for
election as director, each to hold office until the next annual meeting (if
any) or until his or her successor is duly elected and qualified. The five
persons nominated as independent directors serve in such capacity on all other
T. Rowe Price domestic equity funds.
A shareholder using the enclosed proxy form can vote for all or any of the
nominees to 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
PAGE 19
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.
Table 6 Nominees to the Board of Directors
______________________________________________________________________________
Fund Shares
Beneficially All Other
Year of Owned, Price Funds' Shares
Original Directly Directly
Name, Address Principal Election or Indirectly, Owned
and Age Occu- as as of as of
of Nominee pations(a) Director 3/31/97 (b) 3/31/97 (b)
______________________________________________________________________________
Donald W. Dick, Jr. Principal, -- -- 152,035.432
EuroCapital EuroCapital Advisors, LLC, an acquisition and
Advisors LLC management advisory firm (8/95-present);
P.O. Box 491 formerly (5/89-7/95) Principal, Overseas
Chilmark, MA Partners, Inc., a financial investment firm;
02535-0491 formerly (6/65-3/89) Director and Vice President-
54 Consumer Products Division, McCormick &
Company, Inc., international food processors;
Director/Trustee: Waverly, Inc., as well as all other
T. Rowe Price Equity and International Funds/Trusts
David K. Fagin Chairman, Chief -- -- 21,644.088
One Norwest Executive Officer and Director
Center Golden Star Resources, Ltd.;
1700 Lincoln formerly (1986-7/91) President, Chief Operating
Street Officer and Director, Homestake Mining Company;
Suite 1950 Director/Trustee of all other T. Rowe Price Equity
Denver, CO Funds/Trusts
80203
59
Hanne M. Retail business -- -- 29,427.982
Merriman consultant; formerly,
3201 New Mexico President and Chief
Ave., Ste. 350 Operating Officer (1991-92),
Washington, Nan Duskin, Inc., a women's
D.C. 20016 specialty store; Director (1984-90)
55 and Chairman (1989-90) Federal Reserve Bank
of Richmond; President and Chief Executive Officer
(1988-89), Honeybee, Inc., a division of
Spiegel, Inc.; Director, Ann Taylor Stores;
Central Illinois Public Service Company; CIPSCO
Incorporated; The Rouse Company; State Farm Mutual
Automobile Insurance Company and USAir Group, Inc.,
as well as Director/Trustee of all other T. Rowe Price Equity
Funds/Trusts
PAGE 20
*James S. Chairman of the 1993 1,000 1,805,867.705
Riepe Board and member of the Executive Committee of the Fund; Vice
100 E. Pratt Chairman of the Board and Managing Director, T. Rowe Price;
Street Chairman of the Board, T. Rowe Price
Baltimore, MD Investment Services, Inc., T. Rowe Price Services, Inc.,
21202 T. Rowe Price Trust Company, T. Rowe Price Retirement Plan
53 Services, Inc.; Officer and/or Director/Trustee of
all T. Rowe Price Funds; Director, Rowe Price-Fleming
International, Inc., and Rhone-Poulenc Rorer, Inc.
*M. David Vice Chairman of -- -- 348,090.178
Testa the Board, Chief Investment Officer, Managing Director,
100 East Pratt T. Rowe Price; Chairman of the Board,
Street Rowe Price-Fleming International,
Baltimore, MD Inc., Vice President and Director, T. Rowe Price
21202 Trust Company; Officer and/or Director/Trustee of a
53 majority of T. Rowe Price Funds
Hubert D. Vos President, -- -- 13,421.797
1114 State St. Stonington Capital Corporation,
Suite 247 a private investment company;
Santa Barbara, Director/Trustee of all other
CA 93190-0409 T. Rowe Price Equity Funds/Trusts
63
Paul M. Wythes Founding General -- -- 4,740.724
755 Page Mill Partner, Sutter Hill Ventures,
Road a venture capital limited partnership
Suite A200 providing equity capital to young
Palo Alto, CA high technology companies throughout
94304 the United States; Director/Trustee, Teltone
63 Corporation, Interventional Technologies, Inc., Sutter
Hill Investments Mauritius, as well as all other T. Rowe
Price Equity and International Funds/Trusts
______________________________________________________________________________
* Nominees considered "interested persons" of T. Rowe Price.
(a) Except as otherwise noted, each individual has held the office
indicated, or other offices in the same company, for the last five
years.
(b) In addition to the shares owned beneficially and of record by each of
the nominees, the amounts shown reflect the proportionate interests of
Messrs. Riepe and Testa in 5,498.11 shares of the Fund which are owned
by a wholly owned subsidiary of the Fund's investment manager, T. Rowe
Price.
__________________________________________________________________________
Why is a new slate of directors being nominated?
If the Fund is converted to an open-end fund, it will become a member of the
T. Rowe Price family of open-end equity funds. The five persons nominated as
independent directors also serve in this capacity for all other T. Rowe Price
equity funds. This will allow the directors to address common issues affecting
the Fund and the other T. Rowe Price equity funds in a more efficient manner.
Do the nominees have a stake in the Fund?
The Board believes it is important that each nominee for director have an
PAGE 21
investment in the T. Rowe Price funds. The nominees allocate their investments
among the 76 T. Rowe Price funds based on their own investment objectives. All
of the nominees, with the exception of Mr. Riepe, are standing for their first
election as Director of the Fund. Table 6 lists each Director's investment in
the New Age Media Fund as well as his or her total investment in all of the
T. Rowe Price funds.
What are the primary responsibilities of the Fund's Directors?
They are responsible for the general oversight of the Fund's business and for
assuring that your Fund is managed in the best interests of its shareholders.
The directors also periodically review the Fund's performance, expenses, and
service providers based on reports provided by T. Rowe Price personnel,
auditors, and legal counsel.
How often did the Directors meet in 1996?
The Board of Directors of the Fund held four meetings during fiscal year 1996.
The Board of the Fund currently has three committees.
What committees does the Board have?
The Executive Committee is authorized to assume all the powers of the Board to
manage the Fund in the intervals between meetings of the Board, except the
powers prohibited by statute from being delegated. If the new Board is
elected, this committee will consist of the interested directors of the Fund.
Currently, this committee consists of Messrs. Plant and Riepe.
The Audit Committee meets with the Fund's independent accountants to review
whether satisfactory accounting procedures are being followed by the Fund,
whether internal accounting controls are adequate, to inform itself with
regard to nonaudit services performed by the independent accountants, and to
review fees charged by the independent accountants. The current Audit
Committee members are Messrs. Donahue and Plant. The Audit Committee met once
in 1996, and all members participated in the meeting.
The Nominating Committee, which functions only in an advisory capacity, is
responsible for reviewing and recommending to the full Board candidates for
election as independent directors to fill vacancies on the Fund's Board of
Directors. The Nominating Committee will consider written recommendations from
shareholders for possible nominees. Shareholders should submit their
recommendations to the Secretary of the Fund. Members of the Nominating
Committee met informally during the last full fiscal year, but the Committee
as such held no formal meetings.
The T. Rowe Price funds have established a Joint Audit Committee, which is
composed of at least one independent trustee/director representing each of the
T. Rowe Price funds. Messrs. Dick and Vos, nominees of the Fund, are members
of the Committee. The other members are John G. Schreiber and F. Pierce
Linaweaver, independent directors of other T. Rowe Price funds. These
directors also receive a fee of $1,000 for each Committee meeting attended.
The Audit Committee holds two regular meetings during each fiscal year (and
two such meetings were held in 1996), at which time it meets with the
independent accountants of the T. Rowe Price funds to review: (1) the services
provided; (2) the findings of the most recent audit; (3) management's response
to the findings of the most recent audit; (4) the scope of the audit to be
performed; (5) the accountants' fees; and (6) any accounting questions
relating to particular areas of the T. Rowe Price funds' operations or the
operations of parties dealing with the T. Rowe Price funds, as circumstances
PAGE 22
indicate.
What are the Directors paid for their services to the Fund?
Table 7 sets forth the compensation paid to the current directors for 1996.
Table 7 Compensation to Current Directors for 1996
______________________________________________________________________________
Total Compensation
Aggregate From Fund and
Compensation Fund Complex
Name of From the Paid to
Person/Position Fund (a) Directors (b)
______________________________________________________________________________
Jeffrey H. Donahue/Director $7,000 $22,000
A. MacDonough Plant/Director $6,750 $21,750
James S. Riepe/Chairman of the Board* -- --
Directors as a Group $13,750 $43,750
______________________________________________________________________________
* Considered an "interested person" of T. Rowe Price and, as a result, not
entitled to any compensation or benefits from the Fund.
(a) The only compensation paid by the Fund to its directors and other
officers is the directors' fees paid to the independent directors 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. The independent directors of the Fund do not
receive any pensions or retirement benefits from the Fund or T. Rowe
Price.
(b) The total compensation received by Messrs. Donahue and Plant includes
compensation from one other T. Rowe Price fund.
If elected, what will the new Directors be paid for their services to the
Fund?
Messrs. Dick, Fagin, Vos, and Wythes, and Ms. Merriman have been nominated to
be the independent directors of the Fund. Their estimated annual compensation
for serving on the Fund's Board is provided in Table 8.
Table 8 Estimated Future Annual Compensation to Nominees to the Board of
Directors (a)
______________________________________________________________________________
Total Compensation
Aggregate From Fund and
Compensation Fund Complex
Name of From the Paid to
Person/Position Fund (a) Directors (b)
______________________________________________________________________________
Donald W. Dick, Jr./Nominee $ 824 $80,000
David K. Fagin/Nominee $1,151 $65,000
Hanne M. Merriman/Nominee $1,151 $65,000
James S. Riepe/Chairman of the Board* -- --
M. David Testa/Nominee* -- --
Hubert D. Vos/Nominee $1,151 $65,000
PAGE 23
Paul M. Wythes/Nominee $ 824 $80,000
______________________________________________________________________________
* Considered an "interested person" of T. Rowe Price and, as a result, not
entitled to any compensation or benefits from the Fund.
(a) Estimated annual future compensation from the Fund based on a full
calendar year.
(b) The estimated directors' fees set forth in Table 8 for calendar year
1997 are based on the following fee schedules applicable to all
independent directors of the T. Rowe Price funds: an annual retainer of
$65,000 per year for service on the boards of the T. Rowe Price Domestic
Funds, an additional annual retainer of $15,000 for service on the
boards of the T. Rowe Price International Funds, and a fee of $1,000 for
each Audit Committee attended. The Price Fund group included 76 funds at
December 31, 1996. The nominees of the Fund would not receive any
pensions or retirement benefits from the Fund or T. Rowe Price.
What vote is required to elect the Directors?
A plurality of all votes cast at the Meeting is sufficient to approve the
election of a Director. The Board of Directors recommends that shareholders
vote FOR all of the proposed nominees.
PROPOSAL NO. 4 -- AMENDMENT OF THE FUND'S FUNDAMENTAL POLICY ON COMMODITIES
The Directors are proposing a technical change in the Fund's fundamental
policy on Commodities.
The Fund's current fundamental policy on Commodities is as follows:
As a matter of fundamental policy, the Fund may not:
Commodities. Purchase or sell commodities or commodity contracts except
that it may enter into futures contracts.
As amended, the policy would be:
As a matter of fundamental policy, the Fund may not:
Commodities. Purchase or sell commodities or commodity contracts except
that it may enter into futures contracts and options thereon.
What are the differences between the current and proposed fundamental
policies on commodities?
The only effect of the proposed change is to make explicit reference to the
ability of the Fund to purchase and sell options on futures. As described in
the Fund's prospectus, the Fund has had this ability since its inception. This
change will simply clarify that the Fund's fundamental policy is consistent
with the description in the Fund's prospectus.
What vote is required to change the Fund's fundamental policy on Commodities?
Proposal No. 4 requires the affirmative vote of the lesser of (a) 67% of the
shares present at the meeting in person or by proxy or (b) a majority of the
Fund's outstanding shares. The Board of Directors recommends that shareholders
vote FOR the proposal.
PROPOSAL NO. 5 -- AMENDMENT OF THE FUND'S FUNDAMENTAL POLICY ON REAL ESTATE
PAGE 24
The Directors are proposing a technical change in the Fund's fundamental
policy on Real Estate.
The Fund's current fundamental policy on Real Estate is as follows:
As a matter of fundamental policy, the Fund may not:
Real Estate. Purchase or sell real estate or real estate limited
partnerships (although it may purchase securities secured by real estate or
interests therein, or issued by companies or investment trusts which invest
in real estate or interests therein).
As amended, the policy would be:
As a matter of fundamental policy, the Fund may not:
Real Estate. Purchase or sell real estate including real estate limited
partnership interests therein, unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent the Fund from
investing in securities backed by real estate or in securities of companies
engaged in the real estate business.
These are technical changes only and should have no effect on the Fund's
investment program.
What vote is required to change the Fund's fundamental policy on Real Estate?
Proposal No. 5 requires the affirmative vote of the lesser of (a) 67% of the
shares present at the meeting in person or by proxy or (b) a majority of the
Fund's outstanding shares. The Board of Directors recommends that shareholders
vote FOR the proposal.
PROPOSAL NO. 6 -- AMENDMENT OF ARTICLES OF INCORPORATION TO AUTHORIZE
INVOLUNTARY REDEMPTIONS
Shareholders are being asked to approve or disapprove an amendment to the
Articles of Incorporation that would give the Board of Directors of the Fund
the authority to cause the Fund to redeem its shares at net asset value from a
holder (i) if the Board of Directors determines that failure to redeem such
shares may have materially adverse consequences to the Fund's shareholders, or
(ii) upon such other conditions with respect to the maintenance of shareholder
accounts of a minimum amount as may from time to time be established by the
Board of Directors in its sole discretion. If this proposal is approved and
the Fund is converted to open-end status, it is anticipated that the Board
will adopt a policy that, after appropriate notice, accounts having a balance
smaller than $1,000 for three months will be redeemed at their net asset value
on the date of redemption. It is also anticipated that if the Fund is
converted to open-end status, the Board will promptly direct the Fund to
redeem its shares at net asset value from any shareholder who holds five or
fewer Fund shares at the close of business on the business day immediately
preceding conversion. If this proposal is not approved, the Board will still
have the authority to direct the redemption of shareholder accounts with a
total net asset value of $500 or less, after 45 days written notice to the
holders of such accounts. The Board is expected to exercise this authority if
Proposal No. 6 is not approved by shareholders.
This amendment has been recommended by the Board because the cost to the Fund
of maintaining a shareholder account does not vary much with the size of the
account. All shareholders bear these costs. As a result, shareholders with
PAGE 25
large accounts subsidize the cost of maintaining small accounts. The Board
does not believe this is in the best interest of the Fund and its
shareholders.
What vote is required to approve this amendment to the Fund's Articles of
Incorporation?
Proposal No. 6 requires the affirmative vote or consent of the holders of a
majority of the Fund's outstanding shares of capital stock. The Board of
Directors recommends that shareholders vote FOR the proposal.
Adoption of Proposal No. 6 is contingent upon approval of Proposal No. 1.
PROPOSAL NO. 7--AMENDMENT OF ARTICLES OF INCORPORATION TO AUTHORIZE NAME
CHANGE
In connection with the proposed conversion of the Fund, shareholders are being
asked to approve the further amendment of the Fund's Articles of Incorporation
to change the name of the Fund to "T. Rowe Price Media & Telecommunications
Fund, Inc." The purpose of this amendment is to reflect the Fund's media and
telecommunications investment strategy, as well as the Fund's new status as
one of the T. Rowe Price family of open-end funds. The Fund is adopting its
name through the permission of T. Rowe Price, which has the sole and exclusive
right to use or license the use of the name "T. Rowe Price" in commerce;
accordingly, the amended Articles provide that if T. Rowe Price or its
affiliate cease to serve as the Fund's investment adviser or distributor, the
Fund will eliminate "T. Rowe Price" from its name.
What vote is required to approve this amendment to the Fund's Articles of
Incorporation?
Proposal No. 7 requires the affirmative vote or consent of the holders of a
majority of the Fund's outstanding shares of capital stock. The Board of
Directors recommends that shareholders vote FOR the proposal.
Adoption of Proposal No. 7 is contingent upon approval of Proposal No. 1.
PROPOSAL NO. 8--AMENDMENT OF ARTICLES OF INCORPORATION TO AUTHORIZE CREATION
OF CLASSES AND TO CONFORM THE PROVISIONS DESCRIBING CLASSES AND SERIES TO
THOSE STANDARD FOR OTHER T. ROWE PRICE OPEN-END FUNDS
The Fund's Articles of Incorporation currently authorize the Board of
Directors to divide the Fund's shares into series. Shareholders are being
asked to approve or disapprove amending the Articles of Incorporation to
conform the provisions relating to the characteristics of each series to the
standard T. Rowe Price form for an open-end fund. For example, the amended
provisions would give the Board the authority to provide that shares of one
series can be converted into shares of another series.
This amendment would also authorize the Board of Directors to subdivide the
shares (or any series if the common stock is divided into series) into classes
with identical voting, dividend, and liquidation rights. Under the proposed
Articles, shares of the classes could be subject to differing front-end loads,
contingent deferred sales loads, expenses (including distribution expenses
under a Rule 12b-1 plan and administrative expenses under an administration or
service agreement), conversion rights, and class voting rights, to the extent
permitted by Maryland law, the 1940 Act, and the rules and regulations of the
National Association of Securities Dealers, Inc. However, it should be
emphasized that the Board of Directors has no current intention of imposing
PAGE 26
any sales loads or distribution expenses. Any change in such arrangements
would require advance notice to shareholders and, in certain instances (e.g.,
addition of a Rule 12b-1 plan), shareholder approval.
What vote is required to approve this amendment to the Fund's Articles of
Incorporation?
Proposal No. 8 requires the affirmative vote or consent of the holders of a
majority of the Fund's outstanding shares of capital stock. The Board of
Directors recommends that shareholders vote FOR the proposal.
Adoption of Proposal No. 8 is contingent upon approval of Proposal No. 1.
PROPOSAL NO. 9--RESTATEMENT OF ARTICLES OF INCORPORATION TO CONFORM TO
STANDARD T. ROWE PRICE OPEN-END FUND FORM
Shareholders are being asked to authorize the restatement of the Fund's
amended Articles of Incorporation to conform the Articles to T. Rowe Price's
standard form for an open-end fund. Apart from the various amendments to the
Articles that have been described above, the changes to the amended Articles
to conform to the T. Rowe Price form are not material. The proposed Amended
and Restated Articles are attached as Exhibit B.
The Board believes that it is in the interests of the Fund and its
shareholders to adopt the standard form, as it is designed to provide maximum
flexibility. Following a standard form should also minimize interpretive
questions that might arise in the future.
What vote is required to approve this amendment to the Fund's Articles of
Incorporation?
Proposal No. 9 requires the affirmative vote or consent of the holders of a
majority of the Fund's outstanding shares of capital stock. The Board of
Directors recommends that shareholders vote FOR the proposal.
Adoption of Proposal No. 9 is contingent upon approval of Proposal No. 1.
PROPOSAL NO. 10 -- 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, 1997, 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.
What vote is required to ratify the Fund's independent accountants?
Approval of the proposal requires an affirmative vote by a majority of the
shares cast in person or by proxy. The Board of Directors recommends that
shareholders vote FOR the proposal.
FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING
What is the required quorum?
PAGE 27
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.
How are the votes counted?
The individuals named as proxies (or their substitutes) in the enclosed proxy
card (or cards if you have multiple accounts) will vote 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. If you properly execute your proxy
card and give no voting instructions with respect to a Proposal, your shares
will be voted FOR the Proposal.
Abstentions and "broker non-votes" (as defined below) are counted for purposes
of determining whether a quorum is present for purposes of convening the
meeting. "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. If a Proposal must be approved by a percentage of
votes cast on the Proposal (Proposals 3 and 10), abstentions and broker non-
votes will not be counted as "votes cast" on the Proposal and will have no
effect on the result of the vote. If the Proposal must be approved by a
percentage of voting securities present at the meeting or a majority of the
Fund's outstanding shares (all other Proposals), abstentions and broker non-
votes will be considered to be voting securities that are present and will
have the effect of being counted as votes against the Proposal.
Can additional matters be acted upon at the Annual Meeting?
The management of the Fund knows of no other business which may come before
the meeting. However, if any additional matters are properly presented at the
meeting, it is intended that the persons named in the enclosed proxy, or their
substitutes, will vote on such proxy in accordance with their judgment on such
matters.
How can proxies be solicited, and who pays for the costs involved?
In addition to soliciting proxies by mail, in person or by telephone, the 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 Fund has 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 Fund is unaware of any such challenge at this time.
PAGE 28
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 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. Securities brokers, custodians,
fiduciaries, and other 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, directors, officers, and/or employees of the Fund or of its
investment manager, T. Rowe Price, may solicit proxies in person or by
telephone.
Can I change my vote after I mail my proxy?
Any proxy, including those given by telephone, may be revoked at any time
before they are voted by filing a written notice of revocation with the Fund,
by delivering a properly executed proxy bearing a later date, or by attending
the meeting and voting in person.
Is the Fund required to hold an annual meeting?
Under Maryland Law, the Fund is not required to hold an annual meeting.
However, as a closed-end fund listed on the New York Stock Exchange, the Fund
is required to hold an annual meeting. If the Fund is converted to an open-end
fund the New York Stock Exchange requirement will no longer apply. The Board
of Directors of the Fund 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 Fund will
take advantage of the 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 1940 Act 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 Fund's By-Laws will be amended to reflect this policy.
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
Fund's Secretary at its Baltimore office prior to November 1, 1997.
GENERAL INFORMATION ABOUT THE FUND
Who are the Fund's officers?
Table 9 presents the officers of the Fund (other than the nominees for
election as directors) and their positions with T. Rowe Price.
PAGE 29
Table 9 Officers of the New Age Media Fund
______________________________________________________________________________
Position Position With
Officer With Fund T. Rowe Price
______________________________________________________________________________
James A. C. Kennedy III President Managing Director
Charles A. Morris Executive Vice President Managing Director
Brian D. Stansky Executive Vice President Vice President
Lise J. Buyer Vice President Vice President
Robert N. Gensler Vice President Vice President
Henry H. Hopkins Vice President Director and Managing Director
D. James Prey III Vice President Vice President
John F. Wakeman Vice President Vice President
Carmen F. Deyesu Treasurer Vice President
Lenora V. Hornung Secretary Vice President
David S. Middleton Controller Vice President
J. Jeffrey Lang Assistant Vice President Assistant Vice President
Ingrid I. Vordemberge Assistant Vice President Employee
Patricia S. Butcher Assistant Secretary Assistant Vice President
______________________________________________________________________________
What is the share ownership of the Fund?
As of May 23, 1997, there were 14,501,066 shares of the capital stock of the
Fund outstanding, with a par value of $0.0001.
As of March 31, 1997, the officers and directors of the New Age Media Fund,
as a group, beneficially owned, directly or indirectly, 11,346.668 shares,
representing less than 1% of the Fund's outstanding stock. More detailed
information on share ownership of the Fund by the current Fund management is
provided in Table 10.
Who are the principal holders of New Age Media Fund shares?
As of May 23, 1997, to the knowledge of the Fund, no person beneficially owned
more than five percent of its outstanding shares.
Table 10 Security Ownership of Current Management
______________________________________________________________________________
Amount and Nature
Name of Beneficial Owner of Ownership as of
and Position With Fund March 31, 1997 (a)
______________________________________________________________________________
Jeffrey H. Donahue, Director 300
James A. C. Kennedy III, President 4,000
Charles A. Morris, Executive Vice President 5,363.668
A. MacDonough Plant, Director 200
James S. Riepe, Chairman of the Board 1,000
Brian D. Stansky, Executive Vice President 283
Management as a Group (b) 11,146.668
______________________________________________________________________________
PAGE 30
(a) All securities listed represent ownership in shares of common stock.
(b) Management as a group, as well as each member of management
individually, own less than one percent of the outstanding shares of the
Fund.
Who is the Fund's custodian and transfer agent?
Custodial Trust Company is currently the Fund's custodian. Its address is 101
Carnegie Center, Princeton, New Jersey 08540-6231. 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 an Underwriting Agreement with Bear, Stearns & Co.,
Inc. ("Bear Stearns") to distribute its shares. Bear Stearns' address is 245
Park Avenue, New York, New York 10167.
In addition to these agreements, the Fund also has a Telephone Services
Agreement with T. Rowe Price Services, Inc. ("Price Services"), which is a
wholly owned subsidiary of T. Rowe Price; an Accounting Agreement with T. Rowe
Price; and an Agreement for Statistical and Economic Trend Research &
Administrative Services with Bear Stearns. James S. Riepe, Chairman of the
Board of the Fund, is Chairman of the Board of Price Services.
INFORMATION ABOUT T. ROWE PRICE
Who are the Directors of T. Rowe Price?
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 A. Roche, who together with Mr. Riepe, James E.
Halbkat, Jr., Henry H. Hopkins, James A. C. Kennedy III, John H. Laporte,
Richard L. Menschel, William T. Reynolds, Brian C. Rogers, John W. Rosenblum,
Robert L. Strickland, M. David Testa, Philip C. Walsh, and Anne Marie
Whittemore, constitute its Board of Directors.
The address of each of these persons, with the exception of Messrs. Halbkat,
Menschel, Rosenblum, Strickland, Walsh, and Mrs. Whittemore, is 100 East Pratt
Street, Baltimore, Maryland 21202, and, with the exception of Messrs. Halbkat,
Menschel, Rosenblum, Strickland, Walsh, and Mrs. Whittemore, all are employed
by T. Rowe Price.
Mr. Halbkat is President of U.S. Monitor Corporation, a provider of public
response systems. Mr. Halbkat's address is: P.O. Box 23109, Hilton Head
Island, South Carolina 29925.
Mr. Menschel is a limited partner of The Goldman Sachs Group, L.P. Mr.
Menschel's address is 85 Broad Street, 2nd Floor, New York, New York 10004.
Mr. Rosenblum is the Dean of the Jepson School of Leadership Studies at the
University of Richmond, 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; Cone Mills Corporation, a textiles producer,
and Providence Journal Company, a publisher of newspapers and owner of
broadcast television stations. Mr. Rosenblum's address is: University of
Richmond, Richmond, Virginia 23173.
Mr. Strickland is Chairman of Lowe's Companies, Inc., a retailer of specialty
home supplies and a Director of Hannaford Bros., Co., a food retailer. Mr.
Strickland's address is 604 Two Piedmont Plaza Building, Winston-Salem, North
PAGE 31
Carolina 27104.
Mr. Walsh is a Consultant to Cyprus Amax Minerals Company, Englewood,
Colorado. Mr. Walsh's address is: Pleasant Valley, Peapack, New Jersey 07977.
Mrs. Whittemore is a partner of the law firm of McGuire, Woods, Battle &
Boothe and is a director of Owens & Minor, Inc.; USF&G Corporation; the James
River Corporation of Virginia; and Albemarle Corporation. Mrs. Whittemore's
address is One James Center, Richmond, Virginia 23219.
TRANSACTIONS IN T. ROWE PRICE STOCK
The following information pertains to transactions involving common stock
of T. Rowe Price, par value $.20 per share ("Stock"), during the period
January 1, 1996 through December 31, 1996. On April 30, 1996, the Company
split these shares 2-for-1. All share data in this section has been adjusted
to reflect this stock split. 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 stock of the Fund.
During the period, certain employees exercised their options for a total of
939,925 shares of stock at an average price $7.28 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 (including dividends
reinvested) of 107,795 shares of stock 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 stock in the open market. During 1996, T. Rowe Price purchased 640,000
shares of stock under this plan, leaving 2,700,000 shares of Stock authorized
for future repurchase at December 31, 1996.
During the period, T. Rowe Price issued 1,913,000 common stock options with an
average exercise price of $35.88 per share to certain employees and directors
under terms of the 1990 and 1993 Stock Incentive Plans and the 1995 Director
Stock Option Plan.
NEW AGE MEDIA FUND, INC.
MEETING: 8:30 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, July 23, 1997, at 8:30 a.m.,
at the offices of the Fund at the Owings Mills Financial Center, 10090 Red Run
Boulevard, Owings Mills, Maryland 21117, 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 June 9, 1997, 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
PAGE 32
withheld on specific matters) in accordance with instructions appearing on the
proxy. In the absence of specific instructions, proxies will be voted FOR (1)
(a) converting the Fund to an open-end investment company ("mutual fund"), (b)
amendment of the Fund's Charter, and (c) an amendment to the Fund's
fundamental investment policy on borrowing; (2) a new Investment Management
Agreement between the Fund and T. Rowe Price Associates, Inc.; (3) the
election of a new slate of directors; (4) a technical amendment to the Fund's
fundamental policy on commodities; (5) a technical amendment to the Fund's
fundamental policy on real estate; (6) amending the Fund's Articles of
Incorporation to authorize involuntary redemptions of accounts; (7) amending
the Articles of Incorporation to change the Fund's name; (8) amending the
provisions of the Articles of Incorporation relating to classes and series;
(9) restating the Articles of Incorporation; (10) the ratification of the
selection of Price Waterhouse LLP as independent accountants; and (11) 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 REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
___________________________________________________________________________
___________________________________________________________________________
Please sign this proxy exactly as your name(s) appear(s) on the books of the
Fund. Joint owners should each sign personally. Directors 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?
_____________________________________________________________________________
_____________________________________________________________________________
_________________________________________________________________________
____
X PLEASE MARK VOTES AS IN
____ THIS EXAMPLE
1. To approve or disapprove a proposal to convert the Fund from a
closed-end investment company to an open-end investment company
by:
o changing the Fund's subclassification under the Investment Company
Act of 1940;
o amending the Fund's Articles of Incorporation as necessary to
provide for the conversion; and
o modifying the fundamental Borrowing policies of the Fund in
connection with the conversion.
For / / Against / / Abstain / /
2. To approve or disapprove a new Investment Management Agreement
between the Fund and T. Rowe Price Associates, Inc.
For / / Against / / Abstain / /
3. Election of directors.
PAGE 34
For / / Withhold / / For All Except / /
Donald W. Dick, Jr. David K. Fagin Hanne M. Merriman
James S. Riepe M. David Testa Hubert D. Vos
Paul M. Wythes
INSTRUCTION: To withhold authority to vote FOR an individual
nominee, mark the "For All Except" box and strike a line through
the name(s) of the nominee(s).
4. To approve or disapprove modifying the Fund's fundamental policy
on Commodities.
For / / Against / / Abstain / /
5. To approve or disapprove modifying the Fund's fundamental policy
on Real Estate.
For / / Against / / Abstain / /
6. To approve or disapprove amending the Fund's Articles of
Incorporation to authorize involuntary redemptions of accounts.
For / / Against / / Abstain / /
7. To approve or disapprove amending the Articles of Incorporation to
change the Fund's name.
For / / Against / / Abstain / /
8. To approve or disapprove amending the provisions of the Articles
of Incorporation relating to classes and series.
For / / Against / / Abstain / /
9. To approve or disapprove restating the Articles of Incorporation.
For / / Against / / Abstain / /
10. To ratify the appointment of Price Waterhouse LLP as independent
accountants of the Fund for 1997.
For / / Against / / Abstain / /
11. In the discretion of the proxyholder as to any other matters.
Mark box at right if an address change or comment / /
have been noted on the reverse side of this card.
RECORD DATE SHARES:________________________
Please be sure to sign and date this Proxy. ________________
Date
Shareholder sign here______________ Co-owner sign here________________
- ----------------------------------------------------------------------------
DETACH CARD DETACH CARD
PAGE 34 NEW AGE MEDIA FUND, INC.
Dear Shareholder:
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Fund that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on this proxy card to indicate how your shares will 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, July
23, 1997.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
New Age Media Fund, Inc.
EXHIBIT A
INVESTMENT MANAGEMENT AGREEMENT
Between
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
and
T. ROWE PRICE ASSOCIATES, INC.
INVESTMENT MANAGEMENT AGREEMENT, made as of July 26, 1997, by and
between T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC., a Maryland
corporation (hereinafter called the "Fund"), and T. ROWE PRICE ASSOCIATES,
INC., a corporation organized and existing under the laws of the State of
Maryland (hereinafter called the "Manager").
W I T N E S S E T H:
WHEREAS, the Fund is engaged in business as an open-end management
investment company and is registered as such under the Federal Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Manager is engaged principally in the business of rendering
investment supervisory services and is registered as an investment adviser
under the federal Investment Advisers Act of 1940, as amended; and
WHEREAS, the Fund desires the Manager to render investment supervisory
services to the Fund in the manner and on the terms and conditions hereinafter
set forth;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the parties hereto agree as follows:
PAGE 35
1. Duties and Responsibilities of Manager.
A. Investment Management Services. The Manager shall act as
investment manager and shall supervise and direct the investments of the Fund
in accordance with the Fund's investment objectives, program, and restrictions
as provided in its prospectus, as amended from time to time, and such other
limitations as the Fund may impose by notice in writing to the Manager. The
Manager shall obtain and evaluate such information relating to the economy,
industries, businesses, securities markets, and securities as it may deem
necessary or useful in the discharge of its obligations hereunder and shall
formulate and implement a continuing program for the management of the assets
and resources of the Fund in a manner consistent with its investment
objectives. In furtherance of this duty, the Manager, as agent and
attorney-in-fact with respect to the Fund, is authorized, in its discretion
and without prior consultation with the Fund, to:
(i) buy, sell, exchange, convert, lend, and otherwise trade in
any stocks, bonds, and other securities or assets; and
(ii) place orders and negotiate the commissions (if any) for the
execution of transactions in securities with or through such
brokers, dealers, underwriters or issuers as the Manager may
select.
B. Financial, Accounting, and Administrative Services. The Manager
shall maintain the corporate existence and corporate records of the Fund;
maintain the registrations and qualifications of Fund shares under federal and
state law; monitor the financial, accounting, and administrative functions of
the Fund; maintain liaison with the various agents employed by the Fund
(including the Fund's transfer agent, custodian, independent accountants and
legal counsel) and assist in the coordination of their activities on behalf of
the Fund.
C. Reports to Fund. The Manager shall furnish to or place at the
disposal of the Fund such information, reports, evaluations, analyses and
opinions as the Fund may, at any time or from time to time, reasonably request
or as the Manager may deem helpful to the Fund.
D. Reports and Other Communications to Fund Shareholders. The
Manager shall assist the Fund in developing all general shareholder
communications, including regular shareholder reports.
E. Fund Personnel. The Manager agrees to permit individuals who
are officers or employees of the Manager to serve (if duly elected or
appointed) as officers, directors, members of any committee of directors,
members of any advisory board, or members of any other committee of the Fund,
without remuneration from or other cost to the Fund.
F. Personnel, Office Space, and Facilities of Manager. The Manager
at its own expense shall furnish or provide and pay the cost of such office
space, office equipment, office personnel, and office services as the Manager
requires in the performance of its investment advisory and other obligations
under this Agreement.
2. Allocation of Expenses.
PAGE 36
A. Expenses Paid by Manager.
(1) Salaries and Fees of Officers. The Manager shall pay all
salaries, expenses, and fees of the officers and directors
of the Fund who are affiliated with the Manager.
(2) Assumption of Fund Expenses by Manager. The payment or
assumption by the Manager of any expense of the Fund that
the Manager is not required by this Agreement to pay or
assume shall not obligate the Manager to pay or assume the
same or any similar expense of the Fund on any subsequent
occasion.
B. Expenses Paid by Fund. The Fund shall bear all expenses of its
organization, operations, and business not specifically assumed or
agreed to be paid by the Manager as provided in this Agreement. In
particular, but without limiting the generality of the foregoing,
the Fund shall pay:
(1) Custody and Accounting Services. All expenses of the
transfer, receipt, safekeeping, servicing and accounting
for the Fund's cash, securities, and other property,
including all charges of depositories, custodians, and
other agents, if any;
(2) Shareholder Servicing. All expenses of maintaining and
servicing shareholder accounts, including all charges of
the Fund's transfer, shareholder recordkeeping, dividend
disbursing, redemption, and other agents, if any;
(3) Shareholder Communications. All expenses of preparing,
setting in type, printing, and distributing reports and
other communications to shareholders;
(4) Shareholder Meetings. All expenses incidental to holding
meetings of Fund shareholders, including the printing of
notices and proxy material, and proxy solicitation
therefor;
(5) Prospectuses. All expenses of preparing, setting in type,
and printing of annual or more frequent revisions of the
Fund's prospectus and of mailing them to shareholders;
(6) Pricing. All expenses of computing the Fund's net asset
value per share, including the cost of any equipment or
services used for obtaining price quotations;
(7) Communication Equipment. All charges for equipment or
services used for communication between the Manager or the
Fund and the custodian, transfer agent or any other agent
selected by the Fund;
(8) Legal and Accounting Fees and Expenses. All charges for
services and expenses of the Fund's legal counsel and
independent auditors;
(9) Directors' Fees and Expenses. All compensation of
directors, other than those affiliated with the Manager,
and all expenses incurred in connection with their service;
PAGE 37
(10) Federal Registration Fees. All fees and expenses of
registering and maintaining the registration of the Fund
under the Act and the registration of the Fund's shares
under the Securities Act of 1933, as amended (the "'33
Act"), including all fees and expenses incurred in
connection with the preparation, setting in type, printing,
and filing of any registration statement and prospectus
under the '33 Act or the Act, and any amendments or
supplements that may be made from time to time;
(11) State Filing Fees. All fees and expenses imposed on the
Fund, as appropriate, with respect to the sale of the
Fund's shares under securities laws of various states or
jurisdictions, and under all other laws applicable to the
Fund or its business activities (including registering the
Fund as a broker-dealer, or any officer of the Fund or any
person as agent or salesman of the Fund in any state);
(12) Issue and Redemption of Fund Shares. All expenses incurred
in connection with the issue, redemption, and transfer of
Fund shares, including the expense of confirming all share
transactions, and of preparing and transmitting the Fund's
stock certificates;
(13) Bonding and Insurance. All expenses of bond, liability,
and other insurance coverage required by law or deemed
advisable by the Fund's board of directors;
(14) Brokerage Commissions. All brokers' commissions and other
charges incident to the purchase, sale, or lending of the
Fund's portfolio securities;
(15) Taxes. All taxes or governmental fees payable by or with
respect of the Fund to federal, state, or other
governmental agencies, domestic or foreign, including stamp
or other transfer taxes;
(16) Trade Association Fees. All fees, dues, and other expenses
incurred in connection with the Fund's membership in any
trade association or other investment organization; and
(17) Nonrecurring and Extraordinary Expenses. Such nonrecurring
expenses as may arise, including the costs of actions,
suits, or proceedings to which the Fund is a party and the
expenses the Fund may incur as a result of its legal
obligation to provide indemnification to its officers,
directors, and agents.
3. Management Fee. The Fund shall pay the Manager a fee ("Fee") which
will consist of two components: a Group Management Fee ("Group Fee") and an
Individual Fund Fee ("Fund Fee"). The Fee shall be paid monthly to the Manager
on the first business day of the next succeeding calendar month and shall be
calculated as follows:
PAGE 38
A. Group Fee. The monthly Group Fee ("Monthly Group Fee") shall be
the sum of the daily Group Fee accruals ("Daily Group Fee Accruals") for
each month. The Daily Group Fee Accrual for any particular day will be
computed by multiplying the Price Funds' group fee accrual as determined
below ("Daily Price Funds' Group Fee Accrual") by the ratio of the
Fund's net assets for that day to the sum of the aggregate net assets of
the Price Funds for that day. The Daily Price Funds' Group Fee Accrual
for any particular day shall be calculated by multiplying the fraction
of one (1) over the number of calendar days in the year by the
annualized Daily Price Funds' Group Fee Accrual for that day as
determined in accordance with the following schedule:
Price Funds
Annual Group Base Fee Rate for Each Level of Assets
__________________________________________
0.480% First $1 billion
0.450% Next $1 billion
0.420% Next $1 billion
0.390% Next $1 billion
0.370% Next $1 billion
0.360% Next $2 billion
0.350% Next $2 billion
0.340% Next $5 billion
0.330% Next $10 billion
0.320% Next $10 billion
0.310% Next $16 billion
0.305% Next $30 billion
0.300% Thereafter
The Price Funds shall include all the mutual funds distributed by
T. Rowe Price Investment Services, Inc. (other than institutional or "private
label" funds, Equity Index, and the Spectrum Funds). For the purposes of
calculating the Daily Price Funds' Group Fee Accrual for any particular day,
the net assets of each Price Fund shall be determined in accordance with the
Fund's prospectus as of the close of business on the previous business day on
which the Fund was open for business.
B. Fund Fee. The monthly Fund Fee ("Monthly Fund Fee") shall be
the sum of the daily Fund Fee accruals ("Daily Fund Fee Accruals") for
each month. The Daily Fund Fee Accrual for any particular day will be
computed by multiplying the fraction of one (1) over the number of
calendar days in the year by the Fund Fee Rate of 0.35% and multiplying
this product by the net assets of the Fund for that day, as determined
in accordance with the Fund's prospectus as of the close of business on
the previous business day on which the Fund was open for business.
PAGE 39
C.Expense Limitation. As part of the consideration for the Fund
entering into this Agreement, the Manager hereby agrees to limit the
aggregate expenses of every character incurred by the Fund, including
but not limited to Fees of the Manager computed as hereinabove set
forth, but excluding interest, taxes, brokerage, and other expenditures
which are capitalized in accordance with generally accepted accounting
principles and extraordinary expenses, ("Manager Limitation"). Under the
Manager Limitation, the Manager agrees that through December 31, 1998,
such expenses shall not exceed 1.25% of the average daily net assets of
the Fund ("1.25% Expense Limitation"). To determine the Manager's
liability for the Fund's expenses over the 1.25% Expense Limitation, the
amount of allowable year-to-date expenses shall be computed daily by
prorating the 1.25% Expense Limitation based on the number of days
elapsed within the fiscal year of the Fund, or limitation period, if
shorter ("Prorated Limitation"). The Prorated Limitation shall be
compared to the expenses of the Fund recorded through the prior day in
order to produce the allowable expenses to be recorded for the current
day ("Allowable Expenses"). If the Fund's Management Fee and other
expenses for the current day exceed the Allowable Expenses, the
Management Fee for the current day shall be reduced by such excess
("Unaccrued Fees"). In the event the excess exceeds the amount due as
the Management Fee, the Manager shall be responsible to the Fund for the
additional excess ("Other Expenses Exceeding Limit"). If at any time up
through and including December 31, 1998, the Fund's Management Fee and
other expenses for the current day are less than the Allowable Expenses,
the differential shall be due to the Manager as payment of cumulative
Unaccrued Fees (if any) or as payment for cumulative Other Expenses
Exceeding Limit (if any). If cumulative Unaccrued Fees or cumulative
Other Expenses Exceeding Limit remain at December 31, 1998, these
amounts shall be paid to the Manager in the future provided that: (1) no
such payment shall be made to the Manager after December 31, 2000; and
(2) such payment shall only be made to the extent that it does not
result in the Fund's aggregate expenses exceeding an expense limit of
1.25% of average daily net assets. The Manager may voluntarily agree to
an additional expense limitation (any such additional expense limitation
hereinafter referred to as an "Additional Expense Limitation"), at the
same or a different level and for the same or a different period of time
beyond December 31, 1998 (any such additional period being hereinafter
referred to an as "Additional Period") provided, however, that: (1) the
calculations and methods of payment shall be as described above; (2) no
payment for cumulative Unaccrued Fees or cumulative Other Expenses
Exceeding Limit shall be made to the Manager more than two years after
the end of an Additional Period; and (3) payment for cumulative
Unaccrued Fees or cumulative Other Expenses Exceeding Limit after the
expiration of the Additional Period shall only be made to the extent it
does not result in the Fund's aggregate expenses exceeding the
Additional Expense Limitation to which the unpaid amounts relate.
D. Proration of Fee. If this Agreement becomes effective or
terminates before the end of any month, the Fee for the period from the
effective date to the end of such month or from the beginning of such
month to the date of termination, as the case may be, shall be prorated
according to the proportion which such period bears to the full month in
which such effectiveness or termination occurs.
4. Brokerage. Subject to the approval of the board of directors of the
Fund, the Manager, in carrying out its duties under Paragraph 1.A., may cause
the Fund to pay a broker-dealer which furnishes brokerage or research services
[as such services are defined under Section 28(e) of the Securities Exchange
PAGE 40
Act of 1934, as amended (the "'34 Act")], a higher commission than that which
might be charged by another broker-dealer which does not furnish brokerage or
research services or which furnishes brokerage or research services deemed to
be of lesser value, if such commission is deemed reasonable in relation to the
brokerage and research services provided by the broker-dealer, viewed in terms
of either that particular transaction or the overall responsibilities of the
Manager with respect to the accounts as to which it exercises investment
discretion (as such term is defined under Section 3(a)(35) of the '34 Act).
5. Manager's Use of the Services of Others. The Manager may (at its
cost except as contemplated by Paragraph 4 of this Agreement) employ, retain
or otherwise avail itself of the services or facilities of other persons or
organizations for the purpose of providing the Manager or the Fund with such
statistical and other factual information, such advice regarding economic
factors and trends, such advice as to occasional transactions in specific
securities or such other information, advice or assistance as the Manager may
deem necessary, appropriate or convenient for the discharge of its obligations
hereunder or otherwise helpful to the Fund, or in the discharge of Manager's
overall responsibilities with respect to the other accounts which it serves as
investment manager.
6. Ownership of Records. All records required to be maintained and
preserved by the Fund pursuant to the provisions of rules or regulations of
the Securities and Exchange Commission under Section 31(a) of the Act and
maintained and preserved by the Manager on behalf of the Fund are the property
of the Fund and will be surrendered by the Manager promptly on request by the
Fund.
7. Reports to Manager. The Fund shall furnish or otherwise make
available to the Manager such prospectuses, financial statements, proxy
statements, reports, and other information relating to the business and
affairs of the Fund as the Manager may, at any time or from time to time,
reasonably require in order to discharge its obligations under this Agreement.
8. Services to Other Clients. Nothing herein contained shall limit the
freedom of the Manager or any affiliated person of the Manager to render
investment supervisory and corporate administrative services to other
investment companies, to act as investment manager or investment counselor to
other persons, firms or corporations, or to engage in other business
activities; but so long as this Agreement or any extension, renewal or
amendment hereof shall remain in effect or until the Manager shall otherwise
consent, the Manager shall be the only investment manager to the Fund.
9. Limitation of Liability of Manager. Neither the Manager nor any of
its officers, directors, or employees, nor any person performing executive,
administrative, trading, or other functions for the Fund (at the direction or
request of the Manager) or the Manager in connection with the Manager's
discharge of its obligations undertaken or reasonably assumed with respect to
this Agreement, shall be liable for any error of judgment or mistake of law or
for any loss suffered by the Fund in connection with the matters to which this
Agreement relates, except for loss resulting from willful misfeasance, bad
faith, or gross negligence in the performance of its or his duties on behalf
of the Fund or from reckless disregard by the Manager or any such person of
the duties of the Manager under this Agreement.
10. Use of Manager's Name. The Fund may use the name "T. Rowe Price
Media & Telecommunications Fund, Inc." or any other name derived from the name
"T. Rowe Price" only for so long as this Agreement or any extension, renewal,
or amendment hereof remains in effect, including any similar agreement with
PAGE 41
any organization which shall have succeeded to the business of the Manager as
investment manager. At such time as this Agreement or any extension, renewal,
or amendment hereof, or such other similar agreement shall no longer be in
effect, the Fund will (by corporate action, if necessary) cease to use any
name derived from the name "T. Rowe Price," any name similar thereto or any
other name indicating that it is advised by or otherwise connected with the
Manager, or with any organization which shall have succeeded to the Manager's
business as investment manager.
11. Term of Agreement. The term of this Agreement shall begin on
the date first above written, and unless sooner terminated as hereinafter
provided, this Agreement shall remain in effect through April 30, 1998.
Thereafter, this Agreement shall continue in effect from year to year, subject
to the termination provisions and all other terms and conditions hereof, so
long as: (a) such continuation shall be specifically approved at least
annually by the board of directors of the Fund or by vote of a majority of the
outstanding voting securities of the Fund and, concurrently with such approval
by the board of directors or prior to such approval by the holders of the
outstanding voting securities of the Fund, as the case may be, by the vote,
cast in person at a meeting called for the purpose of voting on such approval,
of a majority of the directors of the Fund who are not parties to this
Agreement or interested persons of any such party; and (b) the Manager shall
not have notified the Fund, in writing, at least 60 days prior to April 30,
1998, or prior to April 30th of any year thereafter, that it does not desire
such continuation. The Manager shall furnish to the Fund, promptly upon its
request, such information as may reasonably be necessary to evaluate the terms
of this Agreement or any extension, renewal or amendment hereof.
12. Amendment and Assignment of Agreement. This Agreement may not
be amended or assigned without the affirmative vote of a majority of the
outstanding voting securities of the Fund, and this Agreement shall
automatically and immediately terminate in the event of its assignment.
13. Termination of Agreement. This Agreement may be terminated by
either party hereto, without the payment of any penalty, upon 60 days' prior
notice in writing to the other party; provided, that in the case of
termination by the Fund such action shall have been authorized by resolution
of a majority of the directors of the Fund who are not parties to this
Agreement or interested persons of any such party, or by vote of a majority of
the outstanding voting securities of the Fund.
14. Miscellaneous.
A. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of
the provisions hereof or otherwise affect their construction or effect.
B. Interpretation. Nothing herein contained shall be deemed to
require the Fund to take any action contrary to its Articles of
Incorporation or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to
relieve or deprive the board of directors of the Fund of its
responsibility for and control of the conduct of the affairs of the
Fund.
PAGE 42
C. Definitions. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the Act shall be resolved by reference to
such term or provision of the Act and to interpretations thereof, if
any, by the United States courts or, in the absence of any controlling
decision of any such court, by rules, regulations or orders of the
Securities and Exchange Commission validly issued pursuant to the Act.
Specifically, the terms "vote of a majority of the outstanding voting
securities," "interested person," "assignment," and "affiliated person,"
as used in Paragraphs 2, 8, 10, 11, and 12 hereof, shall have the
meanings assigned to them by Section 2(a) of the Act. In addition, where
the effect of a requirement of the Act reflected in any provision of
this Agreement is relaxed by a rule, regulation or order of the
Securities and Exchange Commission, whether of special or of general
application, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.
Attest: T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
/s/Patricia S. Butcher /s/James A. C. Kennedy IIi
________________________ By: _______________________
Patricia S. Butcher James A. C. Kennedy III
Assistant Secretary President
Attest: T. ROWE PRICE ASSOCIATES, INC.
/s/Barbara A. Van Horn /s/Henry H. Hopkins
________________________ By: ________________________
Barbara A. Van Horn Henry H. Hopkins
Assistant Secretary Managing Director
EXHIBIT B
ARTICLES OF AMENDMENT AND RESTATEMENT
New Age Media Fund, Inc.
New Age Media Fund, Inc., a Maryland corporation having its principal office
in Baltimore hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended and restated in
its entirety as follows:
FIRST: THE UNDERSIGNED, Henry H. Hopkins, whose address is 100 East Pratt
Street, Baltimore, Maryland 21202, being at least eighteen years of age,
acting as incorporator, does hereby form a corporation under the General Laws
of the State of Maryland.
SECOND: (a) The name of the corporation (which is hereinafter called the
"Corporation") is:
PAGE 43
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
(b) The Corporation acknowledges that it is adopting its corporate
name through permission of T. Rowe Price Associates, Inc., a
Maryland corporation (hereinafter referred to as "Price
Associates"), and acknowledges that Price Associates has the sole
and exclusive right to use or license the use of the name "T. Rowe
Price" in commerce. The Corporation agrees that if at any time and
for any cause, the investment adviser or distributor of the
Corporation ceases to be Price Associates or an affiliate of Price
Associates, the Corporation shall at the written request of Price
Associates take all requisite action to amend its charter to
eliminate the name "T. Rowe Price" from the Corporation's
corporate name and from the designations of its shares of capital
stock. The Corporation further acknowledges that Price Associates
reserves the right to grant the non-exclusive right to use the
name "T. Rowe Price" to any other corporation, including other
investment companies, whether now in existence or hereafter
created.
THIRD: (a) The purposes for which the Corporation is formed and the business
and objects to be carried on and promoted by it are:
(1) To engage generally in the business of investing,
reinvesting, owning, holding, or trading in securities, as
defined in the Investment Company Act of 1940, as from time
to time amended (hereinafter referred to as the "Investment
Company Act"), as an investment company classified under the
Investment Company Act as a management company.
(2) To engage in any one or more businesses or transactions, or
to acquire all or any portion of any entity engaged in any
one or more businesses or transactions, which the Board of
Directors may from time to time authorize or approve,
whether or not related to the business described elsewhere
in this Article or to any other business at the time or
theretofore engaged in by the Corporation.
(b) The foregoing enumerated purposes and objects shall be in no way
limited or restricted by reference to, or inference from, the
terms of any other clause of this or any other Article of the
charter of the Corporation, and each shall be regarded as
independent; and they are intended to be and shall be construed as
powers as well as purposes and objects of the Corporation and
shall be in addition to and not in limitation of the general
powers of corporations under the General Laws of the State of
Maryland.
FOURTH: The present address of the principal office of the Corporation in
this State is:
100 East Pratt Street
Baltimore, Maryland 21202
FIFTH: The name and address of the resident agent of the Corporation in this
State are:
PAGE 44
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
Said resident agent is a citizen of the State of Maryland, and actually
resides therein.
SIXTH: (a) The total number of shares of stock of all classes and series
which the Corporation initially has authority to issue is One
Billion (1,000,000,000) shares of capital stock (par value $0.0001
per share), amounting in aggregate par value to One Hundred
Thousand Dollars ($100,000). All of such shares are initially
classified as "Common Stock" of the "T. Rowe Price Media &
Telecommunications" series. The Board of Directors may classify
and reclassify any unissued shares of capital stock (whether or
not such shares have been previously classified or reclassified)
by setting or changing in any one or more respects the
preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications, or
terms or conditions of redemption of such shares of stock.
(b) The following is a description of the preferences, conversion and
other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption
of the shares of Common Stock classified as the "T. Rowe Price
Media & Telecommunications" series and any additional series of
Common Stock of the Corporation (unless provided otherwise by the
Board of Directors with respect to any such additional series at
the time it is established and designated):
(1) Assets Belonging to Series. All consideration received by
the Corporation from the issue or sale of shares of a
particular series, together with all assets in which such
consideration is invested or reinvested, all income,
earnings, profits and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of
such assets, and any funds or payments derived from any
investment or reinvestment of such proceeds in whatever form
the same may be, shall irrevocably belong to that series for
all purposes, subject only to the rights of creditors, and
shall be so recorded upon the books of account of the
Corporation. Such consideration, assets, income, earnings,
profits and proceeds, together with any General Items
allocated to that series as provided in the following
sentence, are herein referred to collectively as "assets
belonging to" that series. In the event that there are any
assets, income, earnings, profits or proceeds which are not
readily identifiable as belonging to any particular series
(collectively, "General Items"), such General Items shall be
allocated by or under the supervision of the Board of
Directors to and among any one or more of the series
established and designated from time to time in such manner
and on such basis as the Board of Directors, in its sole
discretion, deems fair and equitable; and any General Items
so allocated to a particular series shall belong to that
series. Each such allocation by the Board of Directors shall
be conclusive and binding for all purposes.
PAGE 45
(2) Liabilities of Series. The assets belonging to each
particular series shall be charged with the liabilities of
the Corporation in respect of that series and all expenses,
costs, charges, and reserves attributable to that series,
and any general liabilities, expenses, costs, charges or
reserves of the Corporation which are not readily
identifiable as pertaining to any particular series, shall
be allocated and charged by or under the supervision of the
Board of Directors to and among any one or more of the
series established and designated from time to time in such
manner and on such basis as the Board of Directors, in its
sole discretion, deems fair and equitable. The liabilities,
expenses, costs, charges, and reserves allocated and so
charged to a series are herein referred to collectively as
"liabilities of" that series. Each allocation of
liabilities, expenses, costs, charges, and reserves by or
under the supervision of the Board of Directors shall be
conclusive and binding for all purposes.
(3) Dividends and Distributions. Dividends and capital gains
distributions on shares of a particular series may be paid
with such frequency, in such form and in such amount as the
Board of Directors may determine by resolution adopted from
time to time, or pursuant to a standing resolution or
resolutions adopted only once or with such frequency as the
Board of Directors may determine, after providing for actual
and accrued liabilities of that series. All dividends on
shares of a particular series shall be paid only out of the
income belonging to that series and all capital gains
distributions on shares of a particular series shall be paid
only out of the capital gains belonging to that series. All
dividends and distributions on shares of a particular series
shall be distributed pro rata to the holders of that series
in proportion to the number of shares of that series held by
such holders at the date and time of record established for
the payment of such dividends or distributions, except that
in connection with any dividend or distribution program or
procedure, the Board of Directors may determine that no
dividend or distribution shall be payable on shares as to
which the shareholder's purchase order and/or payment have
not been received by the time or times established by the
Board of Directors under such program or procedure.
Dividends and distributions may be paid in cash, property or
additional shares of the same or another series, or a
combination thereof, as determined by the Board of Directors
or pursuant to any program that the Board of Directors may
have in effect at the time for the election by shareholders
of the form in which dividends or distributions are to be
paid. Any such dividend or distribution paid in shares shall
be paid at the current net asset value thereof.
PAGE 46
(4) Voting. On each matter submitted to a vote of the
shareholders, each holder of shares shall be entitled to one
vote for each share standing in his name on the books of the
Corporation, irrespective of the series thereof, and all
shares of all series shall vote as a single class ("Single
Class Voting"); provided, however, that (i) as to any matter
with respect to which a separate vote of any series is
required by the Investment Company Act or by the Maryland
General Corporation Law, such requirement as to a separate
vote by that series shall apply in lieu of Single Class
Voting; (ii) in the event that the separate vote requirement
referred to in (i) above applies with respect to one or more
series, then, subject to (iii) below, the shares of all
other series shall vote as a single class; and (iii) as to
any matter which does not affect the interest of a
particular series, including liquidation of another series
as described in subsection (7) below, only the holders of
shares of the one or more affected series shall be entitled
to vote.
(5) Redemption by Shareholders. Each holder of shares of a
particular series shall have the right at such times as may
be permitted by the Corporation to require the Corporation
to redeem all or any part of his shares of that series, at a
redemption price per share equal to the net asset value per
share of that series next determined after the shares are
properly tendered for redemption, less such redemption fee
or sales charge, if any, as may be established by the Board
of Directors in its sole discretion and contained in the
current Prospectus or Statement of Additional Information
for the Corporation. Payment of the redemption price shall
be in cash; provided, however, that if the Board of
Directors determines, which determination shall be
conclusive, that conditions exist which make payment wholly
in cash unwise or undesirable, the Corporation may, to the
extent and in the manner permitted by the Investment Company
Act, make payment wholly or partly in securities or other
assets belonging to the series of which the shares being
redeemed are a part, at the value of such securities or
assets used in such determination of net asset value.
Notwithstanding the foregoing, the Corporation may postpone
payment of the redemption price and may suspend the right of
the holders of shares of any series to require the
Corporation to redeem shares of that series during any
period or at any time when and to the extent permissible
under the Investment Company Act.
PAGE 47
(6) Redemption by Corporation. The Board of Directors may cause
the Corporation to redeem at net asset value the shares of
any series from a holder (i) if the Board of Directors of
the Corporation determines in its sole discretion that
failure to so redeem such shares may have materially adverse
consequences to the holders of shares of the Corporation or
any series, or (ii) upon such other conditions with respect
to the maintenance of shareholder accounts of a minimum
amount as may from time to time be established by the Board
of Directors in its sole discretion and contained in the
current Prospectus or Statement of Additional Information
for the Corporation.
(7) Liquidation. In the event of the liquidation of a particular
series, the shareholders of the series that is being
liquidated shall be entitled to receive, as a class, when
and as declared by the Board of Directors, the excess of the
assets belonging to that series over the liabilities of that
series. The holders of shares of any particular series shall
not be entitled thereby to any distribution upon liquidation
of any other series. The assets so distributable to the
shareholders of any particular series shall be distributed
among such shareholders in proportion to the number of
shares of that series held by them and recorded on the books
of the Corporation. The liquidation of any particular series
in which there are shares then outstanding may be authorized
by vote of a majority of the Board of Directors then in
office, subject to the approval of a majority of the
outstanding voting securities of that series, as defined in
the Investment Company Act, and without the vote of the
holders of shares of any other series. The liquidation of a
particular series may be accomplished, in whole or in part,
by the transfer of assets of such series to another series
or by the exchange of shares of such series for the shares
of another series.
(8) Net Asset Value Per Share. The net asset value per share of
any series shall be the quotient obtained by dividing the
value of the net assets of that series (being the value of
the assets belonging to that series less the liabilities of
that series) by the total number of shares of that series
outstanding, all as determined by or under the direction of
the Board of Directors in accordance with generally accepted
accounting principles and the Investment Company Act.
Subject to the applicable provisions of the Investment
Company Act, the Board of Directors, in its sole discretion,
may prescribe and shall set forth in the By-Laws of the
Corporation or in a duly adopted resolution of the Board of
Directors such bases and times for determining the value of
the assets belonging to, and the net asset value per share
of outstanding shares of, each series, or the net income
attributable to such shares, as the Board of Directors deems
necessary or desirable. The Board of Directors shall have
full discretion, to the extent not inconsistent with the
Maryland General Corporation Law and the Investment Company
Act, to determine which items shall be treated as income and
which items as capital and whether any item of expense shall
be charged to income or capital. Each such determination and
allocation shall be conclusive and binding for all purposes.
PAGE 48 The Board of Directors may determine to maintain the net
asset value per share of any series at a designated constant
dollar amount and in connection therewith may adopt
procedures not inconsistent with the Investment Company Act
for the continuing declaration of income attributable to
that series as dividends and for the handling of any losses
attributable to that series. Such procedures may provide
that in the event of any loss, each shareholder shall be
deemed to have contributed to the capital of the Corporation
attributable to that series his pro rata portion of the
total number of shares required to be canceled in order to
permit the net asset value per share of that series to be
maintained, after reflecting such loss, at the designated
constant dollar amount. Each shareholder of the Corporation
shall be deemed to have agreed, by his investment in any
series with respect to which the Board of Directors shall
have adopted any such procedure, to make the contribution
referred to in the preceding sentence in the event of any
such loss.
(9) Equality. All shares of each particular series shall
represent an equal proportionate interest in the assets
belonging to that series (subject to the liabilities of that
series), and each share of any particular series shall be
equal to each other share of that series. The Board of
Directors may from time to time divide or combine the shares
of any particular series into a greater or lesser number of
shares of that series without thereby changing the
proportionate interest in the assets belonging to that
series or in any way affecting the rights of holders of
shares of any other series.
(10) Conversion or Exchange Rights. Subject to compliance with
the requirements of the Investment Company Act, the Board of
Directors shall have the authority to provide that holders
of shares of any class or series shall have the right to
convert or exchange said shares into shares of one or more
other classes or series of shares in accordance with such
requirements and procedures as may be established by the
Board of Directors and as set forth in the Corporation's
current Prospectus or Statement of Additional
Information.
(c) The shares of Common Stock of the Corporation, or of any series of
Common Stock of the Corporation to the extent such Common Stock is
divided into series, may be further subdivided into classes (which
may, for convenience of reference be referred to a term other than
"class"). Unless otherwise provided in the Articles Supplementary
establishing such classes, all such shares, or all shares of a
series of Common Stock in a series, shall have identical voting,
dividend, and liquidation rights. Shares of the classes shall also
be subject to such front-end sales loads, contingent deferred
sales charges, expenses (including, without limitation,
distribution expenses under a Rule 12b-1 plan and administrative
expenses under an administration or service agreement, plan or
other arrangement, however designated), conversion rights, and
class voting rights as shall be consistent with Maryland law, the
Investment Company Act of 1940, and the rules and regulations of
the National Association of Securities Dealers and shall be
contained in Articles Supplementary establishing such classes.
PAGE 49
(d) For the purposes hereof and of any articles supplementary to the
charter providing for the classification or reclassification of
any shares of capital stock or of any other charter document of
the Corporation (unless otherwise provided in any such articles or
document), any class or series of stock of the Corporation shall
be deemed to rank:
(1) prior to another class or series either as to dividends or
upon liquidation, if the holders of such class or series
shall be entitled to the receipt of dividends or of amounts
distributable on liquidation, dissolution or winding up, as
the case may be, in preference or priority to holders of
such other class or series;
(2) on a parity with another class or series either as to
dividends or upon liquidation, whether or not the dividend
rates, dividend payment dates or redemption or liquidation
price per share thereof be different from those of such
others, if the holders of such class or series of stock
shall be entitled to receipt of dividends or amounts
distributable upon liquidation, dissolution or winding up,
as the case may be, in proportion to their respective
dividend rates or redemption or liquidation prices, without
preference or priority over the holders of such other class
or series; and
(3) junior to another class or series either as to dividends or
upon liquidation, if the rights of the holders of such class
or series shall be subject or subordinate to the rights of
the holders of such other class or series in respect of the
receipt of dividends or the amounts distributable upon
liquidation, dissolution or winding up, as the case may be.
(e) Unless otherwise prohibited by law, so long as the Corporation is
registered as an open-end management investment company under the
Investment Company Act, the Board of Directors shall have the
power and authority, without the approval of the holders of any
outstanding shares, to increase or decrease the number of shares
of capital stock or the number of shares of capital stock of any
class or series that the Corporation has authority to issue.
(f) The Corporation may issue and sell fractions of shares of capital
stock having pro rata all the rights of full shares, including,
without limitation, the right to vote and to receive dividends,
and wherever the words "share" or "shares" are used in the charter
or By-Laws of the Corporation, they shall be deemed to include
fractions of shares, where the context does not clearly indicate
that only full shares are intended.
(g) The Corporation shall not be obligated to issue certificates
representing shares of any class or series of capital stock. At
the time of issue or transfer of shares without certificates, the
Corporation shall provide the shareholder with such information as
may be required under the Maryland General Corporation Law.
SEVENTH: The number of directors of the Corporation shall be seven (7), which
number may be increased or decreased pursuant to the By-Laws of the
Corporation, but shall never be less than the minimum number permitted by the
General Laws of the State of Maryland now or hereafter in force. The names of
PAGE 50
the directors of the Corporation currently in office are: Donald W. Dick, Jr.,
David K. Fagin, Hanne M. Merriman, James S. Riepe, M. David Testa, Hubert D.
Vos, and Paul M. Wythes.
EIGHTH: (a) The following provisions are hereby adopted for the purpose
of defining, limiting, and regulating the powers of the
Corporation and of the directors and shareholders:
(1) The Board of Directors is hereby empowered to authorize the
issuance from time to time of shares of its stock of any
class or series, whether now or hereafter authorized, or
securities convertible into shares of its stock of any class
or series, whether now or hereafter authorized, for such
consideration as may be deemed advisable by the Board of
Directors and without any action by the shareholders.
(2) No holder of any stock or any other securities of the
Corporation, whether now or hereafter authorized, shall have
any preemptive right to subscribe for or purchase any stock
or any other securities of the Corporation other than such,
if any, as the Board of Directors, in its sole discretion,
may determine and at such price or prices and upon such
other terms as the Board of Directors, in its sole
discretion, may fix; and any stock or other securities which
the Board of Directors may determine to offer for
subscription may, as the Board of Directors in its sole
discretion shall determine, be offered to the holders of any
class, series or type of stock or other securities at the
time outstanding to the exclusion of the holders of any or
all other classes, series or types of stock or other
securities at the time outstanding.
(3) The Board of Directors of the Corporation shall, consistent
with applicable law, have power in its sole discretion to
determine from time to time in accordance with sound
accounting practice or other reasonable valuation methods
what constitutes annual or other net profits, earnings,
surplus, or net assets in excess of capital; to determine
that retained earnings or surplus shall remain in the hands
of the Corporation; to set apart out of any funds of the
Corporation such reserve or reserves in such amount or
amounts and for such proper purpose or purposes as it shall
determine and to abolish any such reserve or any part
thereof; to distribute and pay distributions or dividends in
stock, cash, or other securities or property, out of surplus
or any other funds or amounts legally available therefor, at
such times and to the shareholders of record on such dates
as it may, from time to time, determine; and to determine
whether and to what extent and at what times and places and
under what conditions and regulations the books, accounts,
and documents of the Corporation, or any of them, shall be
open to the inspection of shareholders, except as otherwise
provided by statute or by the By-Laws, and, except as so
provided, no shareholder shall have any right to inspect any
book, account, or document of the Corporation unless
authorized so to do by resolution of the Board of Directors.
PAGE 51
(4) Notwithstanding any provision of law requiring the
authorization of any action by a greater proportion than a
majority of the total number of shares of all classes and
series of capital stock or of the total number of shares of
any class or series of capital stock entitled to vote as a
separate class, such action shall be valid and effective if
authorized by the affirmative vote of the holders of a
majority of the total number of shares of all classes and
series outstanding and entitled to vote thereon, or of the
class or series entitled to vote thereon as a separate
class, as the case may be, except as otherwise provided in
the charter of the Corporation.
(5) The Corporation shall indemnify (i) its past and present
directors and officers, whether serving the Corporation or
at its request any other entity, to the full extent required
or permitted by the General Laws of the State of Maryland
now or hereafter in force, including the advance of expenses
under the procedures and to the full further extent
permitted by law, and (ii) other employees and agents to
such extent as shall be authorized by the Board of Directors
or the By-Laws and as permitted by law. Nothing contained
herein shall be construed to protect any director or officer
of the Corporation against any liability to the Corporation
or its security holders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in
the conduct of his office. The foregoing rights of
indemnification shall not be exclusive of any other rights
to which those seeking indemnification may be entitled. The
Board of Directors may take such action as is necessary to
carry out these indemnification provisions and is expressly
empowered to adopt, approve and amend from time to time such
by-laws, resolutions or contracts implementing such
provisions or such further indemnification arrangements as
may be permitted by law. No amendment of the charter of the
Corporation or repeal of any of its provisions shall limit
or eliminate the right of indemnification provided hereunder
with respect to acts or omissions occurring prior to such
amendment or repeal.
(6) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, and the
Investment Company Act, no director or officer of the
Corporation shall be personally liable to the Corporation or
its shareholders for money damages; provided, however, that
nothing herein shall be construed to protect any director or
officer of the Corporation against any liability to the
Corporation or its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office. No amendment of the
charter of the Corporation or repeal of any of its
provisions shall limit or eliminate the limitation of
liability provided to directors and officers hereunder with
respect to any act or omission occurring prior to such
amendment or repeal.
PAGE 52
(7) The Corporation reserves the right from time to time to make
any amendments of its charter which may now or hereafter be
authorized by law, including any amendments changing the
terms or contract rights, as expressly set forth in its
charter, of any of its outstanding stock by classification,
reclassification or otherwise.
(b) The enumeration and definition of particular powers of the Board
of Directors included in the foregoing shall in no way be limited
or restricted by reference to or inference from the terms of any
other clause of this or any other Article of the charter of the
Corporation, or construed as or deemed by inference or otherwise
in any manner to exclude or limit any powers conferred upon the
Board of Directors under the General Laws of the State of Maryland
now or hereafter in force.
NINTH: The duration of the Corporation shall be perpetual.
SECOND: The provisions set forth in the Articles of Amendment and
Restatement (the "Articles") are all the provisions of the Charter currently
in effect.
THIRD: The entire Board of Directors of the Corporation declared these
Articles to be advisable and adopted them at a meeting of the Board of
Directors held on February 12, 1997. The Board of Directors then recommended
that these Articles be submitted to the stockholders for approval.
FOURTH: At a meeting of the stockholders held on July 23, 1997, the
Corporation's Common Stock, the only class of capital stock of the Corporation
entitled to vote, adopted and approved these Articles.
FIFTH: Prior to the filing of these Articles, the Corporation had
authority to issue One Billion (1,000,000,000) shares of capital stock (par
value $0.0001 per share), amounting in aggregate par value to One Hundred
Thousand Dollars ($100,000).
Subsequent to the filing of these Articles, the Corporation shall have
authority to issue One Billion (1,000,000,000) shares of capital stock (par
value $0.0001 per share), amounting in aggregate par value to One Hundred
Thousand Dollars ($100,000).
SIXTH: The foregoing amendment shall be effective as of 5:00 p.m. on
July 25, 1997.
IN WITNESS WHEREOF, New Age Media Fund, Inc., has caused these Articles of
Amendment and Restatement to be signed in its name and on its behalf by its
President and attested to by its Assistant Secretary this 24th day of July,
1997, and its President acknowledges under penalties of perjury that these
Articles of Amendment and Restatement are the corporate act of the Corporation
and that to the best of his knowledge, information, and belief, these matters
and facts set forth herein with respect to the authorization and approval
thereof, are true in all material respects.
Attest: NEW AGE MEDIA FUND, INC.
/s/Patricia S. Butcher /s/James A. C. Kennedy III
Patricia S. Butcher, James A. C. Kennedy III,
Assistant Secretary President
