Proxy Information
This proxy material concerns the following T. Rowe Price Fund:
New America Growth Fund
Dear Shareholder:
We cordially invite you to attend an annual shareholder meeting of the New
America Growth Fund and the New America Growth Portfolio on Wednesday, April 19,
2000. There are several items on the agenda, but the most important one is a
recommendation by each fund's managers and directors or trustees to change the
fund investment objective.
The funds' current objective is "to provide long-term growth of capital by
investing primarily in the common stocks of U.S. growth companies operating in
service businesses."
The recommended change would replace the focus on service businesses with one on
companies in sectors T. Rowe Price believes are the fastest growing. This will
provide greater flexibility in selecting stocks that reflect the "new America"
-- as it is today and as it evolves. Today, for example, a list of fast-growing
sectors would undoubtedly include technology, telecommunications, and
biotechnology, but in the future other sectors may supplement or replace these.
Fund managers will not alter their current emphasis on stock selection based on
their judgment of a company's fundamentals and valuation.
The change in objective is discussed in more detail in "Proposal No. 3" of this
proxy, and we urge you to read it carefully. As noted in that section, the
fund's risk profile could increase with this change in objective, but the
directors and trustees believe that the potential long-term rewards that may
accompany investments in the "new America" should be commensurate with any
increase in risk.
Shareholders of both funds will be voting on the objective change as well as on
the selection of an independent accountant. Shareholders of New American Growth
Fund will also select trustees.
The enclosed card has easy-to-follow instructions on voting by mail, telephone,
or through the Internet. If you have any questions, please call us at
1-800-225-5132. Your vote is extremely important, and we appreciate your
participation.
Sincerely,
James S. Riepe
Vice Chairman of the Board
T. Rowe Price Associates, Inc.
LOGO
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Proxy Information
This proxy material concerns the following T. Rowe Price Portfolio:
New America Growth Portfolio
Dear T. Rowe Price No-Load Variable Annuity Contract Holder:
We cordially invite you to attend an annual shareholder meeting of the New
America Growth Fund and the New America Growth Portfolio on Wednesday, April 19,
2000. There are several items on the agenda, but the most important one is a
recommendation by each fund's managers and directors or trustees to change the
fund investment objective.
The funds' current objective is "to provide long-term growth of capital by
investing primarily in the common stocks of U.S. growth companies operating in
service businesses."
The recommended change would replace the focus on service businesses with one on
companies in sectors T. Rowe Price believes are the fastest growing. This will
provide greater flexibility in selecting stocks that reflect the "new America"
-- as it is today and as it evolves. Today, for example, a list of fast-growing
sectors would undoubtedly include technology, telecommunications, and
biotechnology, but in the future other sectors may supplement or replace these.
Fund managers will not alter their current emphasis on stock selection based on
their judgment of a company's fundamentals and valuation.
The change in objective is discussed in more detail in "Proposal No. 3" of this
proxy, and we urge you to read it carefully. As noted in that section, the
fund's risk profile could increase with this change in objective, but the
directors and trustees believe that the potential long-term rewards that may
accompany investments in the "new America" should be commensurate with any
increase in risk.
Shareholders of both funds will be voting on the objective change as well as on
the selection of an independent accountant.
The enclosed card has easy-to-follow instructions on voting by mail, telephone,
or through the Internet. If you have any questions, please call us at
1-800-225-5132. Your vote is extremely important, and we appreciate your
participation.
Sincerely,
James S. Riepe
Vice Chairman of the Board
T. Rowe Price Associates, Inc.
LOGO
<PAGE>
T. Rowe Price New America Growth Fund
T. Rowe Price Equity Series, Inc.,
consisting of one of its series: New America Growth Portfolio
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
T. Rowe Price Funds
100 East Pratt Street
Baltimore, Maryland 21202
Patricia S. Lippert
Secretary
March 1, 2000
An annual meeting of shareholders of T. Rowe Price New America Growth Fund, a
Massachusetts Business Trust, and T. Rowe Price New America Growth Portfolio,
(each a "fund" and collectively the "funds") will be held jointly on Wednesday,
April 19, 2000, at 8:00 a.m., eastern time, in the offices of the funds at 100
East Pratt Street, Baltimore, Maryland. T. Rowe Price New America Growth
Portfolio is an individual portfolio of T. Rowe Price Equity Series, Inc., (the
"corporation"), a Maryland corporation. The following matters will be acted upon
at that time:
1. To elect eight trustees to serve on the Board of T. Rowe Price New America
Growth Fund until the next annual meeting, if any, or until their successors
shall have been duly elected and qualified;
2. To ratify or reject the selection of the firm of PricewaterhouseCoopers LLP
as the independent accountants for each fund's current fiscal year;
3. To approve or disapprove amending the investment objectives of the funds to
allow for investment in the common stocks of companies operating in sectors
believed by T. Rowe Price to be the fastest growing in the United States; and
4. To transact such other business as may properly come before the meeting and
any adjournments thereof.
The shareholders of each fund will vote only on those proposals that apply to
their fund(s). Only shareholders of record of common stock at the close of
business on February 18, 2000, are entitled to notice of, and to vote at, this
meeting or any adjournment thereof. THE BOARDS OF THE FUNDS RECOMMEND THAT YOU
VOTE IN FAVOR OF EACH PROPOSAL.
PATRICIA S. LIPPERT
<PAGE>
<TABLE>
<CAPTION>
YOUR VOTE IS IMPORTANT
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<S>
<C>
T. ROWE PRICE NEW AMERICA GROWTH FUND
SHAREHOLDERS ARE URGED TO DESIGNATE THEIR CHOICES ON EACH OF THE MATTERS TO BE
ACTED UPON BY USING ONE OF THE FOLLOWING THREE METHODS:
1. VOTE BY INTERNET.
. Read the proxy statement.
. Go to the proxy voting link found on your proxy card.
. Enter the control number found on your proxy card.
. Follow the instructions using your proxy card as a guide.
2. VOTE BY TELEPHONE.
. Read the proxy statement.
. Call the toll-free number found on your proxy card.
. Enter the control number found on your proxy card.
. Follow the recorded instructions using your proxy card as a guide.
3. VOTE BY MAIL.
. Date, sign, and return the enclosed proxy card in the envelope
provided, which requires no postage if mailed in the United States.
NEW AMERICA GROWTH PORTFOLIO
SHAREHOLDERS ARE URGED TO DESIGNATE THEIR CHOICES ON EACH OF THE MATTERS TO BE
ACTED UPON BY USING THE FOLLOWING METHOD:
1. VOTE BY MAIL.
. Date, sign, and return the enclosed proxy card in the envelope
provided, which requires no postage if mailed in the United States.
YOUR PROMPT RESPONSE WILL HELP ASSURE A QUORUM AT THE MEETING AND AVOID THE
ADDITIONAL EXPENSE TO THE FUNDS OF FURTHER SOLICITATION.
- ------------------------------------------------------------------------------
</TABLE>
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T. Rowe Price New America Growth Fund
T. Rowe Price Equity Series, Inc.,
consisting of one of its series: New America Growth Portfolio
Annual Meeting of Shareholders -- April 19, 2000
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 T. Rowe Price New America Growth Fund, a
Massachusetts business trust, and T. Rowe Price Equity Series, Inc., a Maryland
corporation, on behalf of its separate series, New America Growth Portfolio. If
you have any questions, please feel free to call us toll free, 1-800-541-5910.
Who is asking for my vote?
The Boards of the funds 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 Wednesday, April 19, 2000, and if the annual meeting is
adjourned, at any later meeting. New America Growth Fund shareholders may vote
in person at the annual meeting, by Internet, by telephone, or by returning your
completed proxy card in the postage-paid envelope provided. New America
Portfolio shareholders may vote in person at the annual meeting or by returning
your completed proxy card in the postage-paid envelope provided. Details can be
found on the enclosed proxy insert. Do not mail the proxy card if you are voting
by Internet or telephone.
Who is eligible to vote?
Shareholders of record at the close of business on February 18, 2000, (the
"RECORD DATE") are entitled to vote. The notice of annual meeting, the proxy
card, and the proxy statement were mailed to shareholders of record on or about
March 1, 2000.
Shareholders are entitled to one vote for each full share and a proportionate
vote for each fractional share of the fund(s) they held as of February 18, 2000.
Under Maryland and Massachusetts 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(s): (1) if only one votes, that vote will bind all;
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(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 9, 2000 the Boards of the funds, including the
independent directors and trustees, unanimously approved submitting the
following proposals:
<TABLE>
<CAPTION>
PROPOSAL FUNDS AFFECTED
- --------------------------------------------------------------
<S> <C>
1. To elect eight trustees New America Growth
to the Board. Fund
2. To ratify the selection of the firm Each fund
of PricewaterhouseCoopers LLP as
independent accountants for each
fund's current fiscal year.
3. To approve amending of the Each fund
investment objectives of the funds.
4. To transact such other business as Each fund
may properly come before the meeting
and any adjournments thereof.
- --------------------------------------------------------------
</TABLE>
How can I get more information about the funds?
A COPY OF EACH FUND'S MOST CURRENT ANNUAL AND SEMIANNUAL SHAREHOLDER REPORT WAS
MAILED TO ALL SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS FOR THE FUND'S
FISCAL PERIOD-END. IF YOU WOULD LIKE TO RECEIVE ADDITIONAL COPIES OF ANY REPORT,
PLEASE CONTACT T. ROWE PRICE BY CALLING 1-800-541-5910; WRITING TO 100 EAST
PRATT STREET, BALTIMORE, MARYLAND 21202; OR VISITING OUR WEBSITE AT
WWW.TROWEPRICE.COM. ALL COPIES ARE PROVIDED FREE OF CHARGE.
PROPOSAL NO. 1 -- ELECTION OF TRUSTEES
Who are the nominees for director or trustee?
The Board has proposed a slate of the eight persons listed in Table 1 for
election as trustee, each to hold office until the next annual meeting (if any)
or until his successor is duly elected and qualified. Each of the nominees is a
member of the present Board of Trustees of the New America Growth Fund and has
served in that capacity since originally elected. Shareholders of the New
America Growth Portfolio are not voting for directors of their fund because the
fund is one series of the T. Rowe Price Equity Series, Inc. and directors of
this corporation may only be elected by the vote of all of its series.
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A shareholder using the enclosed proxy card can vote for all or any of the
nominees or withhold his or her vote from all or any of such nominees. If the
proxy card is properly executed but unmarked, it will be voted for all of the
nominees. Each of the nominees has agreed to serve as a trustee 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 the fund may recommend.
There are no family relationships among these nominees.
<TABLE>
Table 1 Nominees to the Fund's Board of Trustees
<CAPTION>
Name, Date of Birth, Address, All Other Price
Position on Fund Board, year of original election to Fund Shares Beneficially Funds' Shares
the Fund Board and Owned, Directly or Indirectly, Owned Directly
Principal Occupations/a/ as of 12/31/99 /b/ as of 12/31/99
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
*John H. Laporte, Jr., 7/26/45 New America Growth 21,514 1,596,086
100 E. Pratt Street, Baltimore, MD 21202
Trustee of the Fund, originally elected 1985.
Managing Director, T. Rowe Price
- ----------------------------------------------------------------------------------------------------------
*James S. Riepe, 6/25/43 New America Growth 1,413 2,109,841
100 E. Pratt Street, Baltimore, MD 21202
Trustee of the Fund, originally elected 1985.
Vice Chairman of the Board and Managing Director, T.
Rowe Price; Chairman of the Board, T. Rowe Price
Investment Services, Inc., T. Rowe Price Services,
Inc.T. Rowe Price Retirement Plan Services;
President, Chairman of the Board and Director, T.
Rowe Price Trust Company, Inc.; Director, Rowe
Price-Fleming International, Inc., and General Re
Corporation; Officer and/or Director/ Trustee of all
of the domestic T. Rowe Price Funds/Trusts
- ----------------------------------------------------------------------------------------------------------
*M. David Testa, 4/22/44 New America Growth 715 676,514
100 E. Pratt Street, Baltimore, MD 21202
Trustee of the Fund, originally elected 1997.
Vice Chairman of the Board, Chief Investment Officer
and Managing Director, T. Rowe Price; Director and
Chairman of the Board, Rowe Price-Fleming
International, Inc.; Director, T. Rowe Price Trust
Company; Officer and/or Director/Trustee of 85 of the
T. Rowe Price Funds/Trusts
- ----------------------------------------------------------------------------------------------------------
Donald W. Dick, Jr., 1/27/43 New America Growth 883 275,563
28 Loon Lane
Menemsha Inn Road
Chilmark, MA 02535
Trustee of the Fund, originally elected 1985.
Principal, EuroCapital Advisors, LLC, an acquisition
and management advisory firm; Director, Waverly,
Inc., Baltimore, Maryland; Director/Trustee of the
T. Rowe Price Equity Funds.
- ----------------------------------------------------------------------------------------------------------
David K. Fagin, 4/9/38 475,821
1700 Lincoln Street, Suite 4710
Denver, CO 80203
Trustee of the Fund, originally elected 1994.
Chairman and Chief Executive Officer, Western
Exploration and Development, Ltd.; Director, Golden
Star Resources Ltd. and Miranda Mining Development
Corporation; Director/Trustee of the
T. Rowe Price Equity Funds/Trusts.
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Hanne M. Merriman, 11/16/41 New America Growth 538 45,330
3201 New Mexico Avenue, N.W.,
Suite 350, Washington, D.C. 20016
Trustee of the Fund, originally elected 1994.
Retail Business Consultant; Director, Central
Illinois Public Service Company, Finlay Enterprises,
Inc., The Rouse Company, State Farm Mutual Automobile
Insurance Company, USAir Group, Inc.; Director of the
T. Rowe Price Equity Funds/Trusts.
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Hubert D. Vos, 8/2/33 9,357
1114 State Street, Suite 247,
P.O. Box 90409
Santa Barbara, CA 93190-0409
Trustee of the Fund, originally elected 1994.
Owner/President, Stonington Capital Corporation;
Director/Trustee of the T. Rowe Price Equity
Funds/Trusts.
- ----------------------------------------------------------------------------------------------------------
Paul M. Wythes, 6/23/33 New America Growth 775 57,996
755 Page Mill Road, Suite A200
Palo Alto, CA 94304-1005
Trustee of the Fund, originally elected 1995.
Founding General Partner of Sutter Hill Ventures;
Director, Teltone Corporation, Interventional
Technologies Inc., and Stuart Medical, Inc.;
Director/Trustee of the T. Rowe Price Equity and
International Funds/Trusts.
- ----------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 5
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PAGE 6
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* 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.
Laporte, Riepe, and Testa in 67,691 shares of the funds which are owned by a
wholly owned subsidiary of the funds' investment manager, T. Rowe Price. The
amount shown also reflects the aggregate interest of Messrs. Laporte, Riepe and
Testa in 3,112 shares of the New America Growth Fund owned by the T. Rowe Price
Plus Plan.
Do the nominees have a stake in the funds?
The Board believes it is important that each nominee for trustee have an
investment in the T. Rowe Price funds. The nominees allocate their investments
among the 88 T. Rowe Price funds based on their own investment objectives. Table
1 lists each nominee's investment in the funds as well as his total investment
in all of the T. Rowe Price funds.
What are the primary responsibilities of the fund's Board members?
They are responsible for the general oversight of each fund's business and for
assuring that each fund is managed in the best interests of its shareholders.
The trustees periodically review the performance, expenses, and service
providers of the funds based on reports provided by T. Rowe Price personnel,
auditors, and legal counsel.
How often does the fund's Board meet?
The Board of Trustees of the fund held five meetings during the last full fiscal
year, and each trustee standing for reelection attended 75% or more of those
meetings. The Board currently has two committees, described in the following
paragraphs.
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 or trustees to fill
PAGE 7
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vacancies on the fund's Board. The Nominating Committee will consider written
recommendations from shareholders for possible nominees. Shareholders should
submit their recommendations to the secretary of the funds. Members of the
Nominating Committee are Messrs. Dick, Fagin, Merriman, Vos and Wythes. They met
informally during the last fiscal year, but the committee as such held no formal
meetings.
The Joint Audit Committee includes at least one independent trustee/ director
representing each of the T. Rowe Price funds. Messrs. Vos and Wythes, nominees
of the fund, are members of the committee. The other members are F. Pierce
Linaweaver and John G. Schreiber, independent directors of other T. Rowe Price
funds. These directors also receive a fee of $1,000 for each committee meeting
attended. The Joint Audit Committee holds two regular meetings during each
fiscal year, 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 or other 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 indicate. The Joint Audit Committee held four
meetings during the last fiscal year and all members of the committee
participated in the meetings.
What are the trustees paid for their services to the fund?
Messrs. Laporte, Riepe, and Testa are employed by, and thus are considered
"interested persons" of, T. Rowe Price. Therefore, they are not entitled to
compensation or benefits from the fund for their service as trustees of the
fund.
Messrs. Dick, Fagin, Merriman, Vos and Wythes are the independent, or
noninterested, trustees of the fund. Their trustees' fees are based on the
following fee schedule applicable to all independent directors/ trustees 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 meeting attended. The Price fund group
included 88 funds at December 31, 1999. The independent trustees/directors of
the funds do not receive any pension or retirement benefits from the funds or T.
Rowe Price.
Table 2 provides the independent trustees' accrued compensation for the most
recently completed fiscal year of the fund and their total compensation for the
period January 1, 1999 through December 31,
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1999. The fees are allocated to each fund under a formula which includes a base
fee and a fee based on the net assets of each fund relative to the other funds.
<TABLE>
Table 2 Compensation to Fund Trustees
<CAPTION>
Aggregate Compensation From T. Rowe Price Fund Trustee
----------------------------------------------
- ------------------------------------------------------------------------------- Dick Fagin Merriman Vos Wythes
----------------------------------------------
<S> <C> <C> <C> <C> <C>
New America Growth Fund 1,565 2,046 2,048 2,048 1,565
- -----------------------------------------------------------------------------------------------------------------------------
Total Compensation From Funds and Fund Complex $82,000 $65,000 $65,000 $66,000 $80,000
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
What vote is required to elect the trustees?
A plurality of the votes of the fund cast at the meeting is sufficient to
approve the election of a trustee of the fund. THE BOARD OF TRUSTEES RECOMMENDS
THAT SHAREHOLDERS VOTE FOR ALL OF THE PROPOSED NOMINEES.
PROPOSAL NO. 2 -- SELECTION OF INDEPENDENT ACCOUNTANTS
Each Fund
The selection by the Board of Trustees/Directors of the firm of
PricewaterhouseCoopers LLP as the independent accountants for the funds for
their current fiscal year is to be submitted for ratification or rejection by
the shareholders at the annual meeting. The firm of PricewaterhouseCoopers LLP
has served each fund as independent accountants since its inception. The
independent accountants have advised the funds that they have no direct or
material indirect financial interest in the funds. Representatives of the firm
of PricewaterhouseCoopers LLP are expected to be present at the annual meeting
and will be available to make a statement, if they desire to do so, and to
respond to appropriate questions which the shareholders may wish to address to
them. The funds' fiscal year-end is December 31.
What vote is required to ratify the funds' independent accountants?
Each fund votes separately. Approval of the proposal requires an affirmative
vote by a majority of the shares cast at the meeting of each fund in person or
by proxy. THE BOARD OF TRUSTEES/DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE PROPOSAL.
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PROPOSAL NO. 3 -- AMENDMENT OF THE INVESTMENT OBJECTIVE OF THE FUNDS.
The funds' current investment objective is "to provide long-term growth of
capital by investing primarily in the common stocks of U.S. growth companies
operating in service businesses."
The Boards of Directors/Trustees propose that this objective be changed as
follows: "To provide long-term growth of capital by investing primarily in the
common stocks of companies operating in sectors T. Rowe Price believes will be
the fastest growing in the U.S."
The New America Growth fund was launched in 1985 in an effort to capture the
opportunities arising from the country's transition from a manufacturing-based
economy to a service-based one. The service sector was expected to be a fertile
area for rapidly growing companies - an expectation that proved valid.
Therefore, the fund has focused on growth companies in service businesses,
although up to 25% of assets can be invested in nonservice-related stocks. The
New America Growth Portfolio followed this approach when it began operations in
1994.
In recent years, the nature of economic activity has continued to change, in
many cases because of the application of new technologies and scientific
advances. Fast-growing companies can be found across an array of industries in
today's "new America."
The funds' investment managers and Boards of Directors/Trustees believe
shareholders would be better served if the funds had greater flexibility to
respond to economic progress and market developments now and in the future. The
proposed new objective would provide this flexibility by removing a specific
focus on service companies and permitting investments in the fastest growing
industry sectors, as determined at any given time by T. Rowe Price. The choice
of industry sectors would reflect such factors as the overall revenue growth of
the component companies and the sector's contribution to GDP from year to year.
Today, for example, such sectors would include technology, telecommunications,
and biotechnology, but others may supplement or replace these in the future.
Fund managers would not alter their current emphasis on stock selection based on
their judgment of a company's fundamentals and valuation.
The funds' risk profile could increase as a result of the change in objective.
Generally, stocks of companies in rapidly evolving - and often very competitive
- - industries are subject to significant price swings. Earnings disappointments,
even small ones, can cause a growth stock to lose value, as can changes in
investor psychology from positive to negative. Nevertheless, the funds'
directors and trustees believe that the potential rewards over time that may
accompany
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investments in the "new America" should be commensurate with any increase in
risk. Accordingly, they recommend that shareholders vote in favor of the funds'
revised objective.
What vote is required to approve this amendment to each fund's investment
objective?
Each fund votes separately. Proposal No. 3 requires the affirmative vote of the
lesser of (a) 67% of the shares present at the meeting of each fund in person or
by proxy or (b) a majority of each fund's outstanding shares. THE BOARD OF
DIRECTORS/TRUSTEES OF EACH FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
PROPOSAL.
FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING
What is the required quorum?
To hold the meeting, a majority of each 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 meeting date, the persons named as proxies may propose
one or more adjournments 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 meeting to be adjourned. The persons named
as proxies will vote in favor of such adjournment if they determine that
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) on the enclosed proxy
card (or cards, if you have multiple funds or accounts) will vote according to
your directions if your proxy is received properly executed, or in accordance
with your instructions given when voting by telephone or Internet. 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
PAGE 11
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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 1 and 2), 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 (proposal 3), 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.
For shares held in IRA accounts, the Custodian shall, without written direction
from the investor, vote shares for which no voting instructions are timely
received in the same proportion as shares for which voting instructions from
other shareholders are timely received.
Can additional matters be acted upon at the annual meeting?
The management of the funds 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 matters in accordance with their judgment.
How can proxies be recorded?
You may record your votes on the proxy card enclosed with this statement and
mail it in the prepaid envelope provided to Management Information Services
Corp., who the funds have retained to tabulate the votes. In addition, the funds
have arranged to have votes recorded through the Internet or by telephone. The
telephone and Internet voting procedures are 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.
How can proxies be solicited, and who pays for the costs involved?
Directors, officers, or employees of the funds or of its investment manager, T.
Rowe Price, may solicit proxies by mail, in person, or by telephone. In the
event that votes are solicited by telephone,
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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 shareholders' instructions
have been recorded correctly, confirmation of the instructions is also mailed. 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 funds. To ensure that sufficient shares of common stock or beneficial
interests are represented at the meeting to permit approval of the proposals
outlined in the proxy statement, the funds may retain the services of a proxy
solicitor to assist them in soliciting proxies for a fee 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.
The approximate date on which this proxy statement and proxy card are first
being mailed to shareholders is March 1, 2000.
Can I change my vote after I mail my proxy?
Any proxy, including those given via the Internet or by telephone, may be
revoked at any time before it is voted by filing a written notice of revocation
with the funds, by delivering a properly executed proxy bearing a later date, or
by attending the meeting and voting in person.
Are the funds required to hold annual meetings?
Under Massachusetts and Maryland law, the funds are not required to hold annual
meetings. The Board of Trustees/Directors of each fund have determined that the
funds will take advantage of these Massachusetts and Maryland law provisions to
avoid the significant expense associated with holding annual meetings, including
legal, accounting, printing, and mailing fees incurred in preparing proxy
materials. 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 Boards
determine otherwise. However, special meetings will be held in accordance with
applicable law or when otherwise determined by each fund's Board.
If a shareholder wishes to present a proposal to be included in the proxy
statement for the next shareholder meeting, the proposal must be submitted in
writing and received by Patricia S. Lippert, Secretary of the Funds, T. Rowe
Price Associates, Inc., 100 East Pratt Street, Baltimore, Maryland 21202, within
a reasonable time before the funds begin to print and mail their proxy
materials.
PAGE 13
<PAGE>
GENERAL INFORMATION ABOUT THE FUNDS
Who are the funds' executive officers?
Table 3 lists the executive officers of the funds (other than the nominees for
election as trustees) and their positions with T. Rowe Price. Each executive
officer has been an officer of T. Rowe Price and the funds for at least the last
five years
<TABLE>
Table 3 Executive Officers of the Funds
<CAPTION>
Officer, Date of Birth Position With Fund Position With T. Rowe Price
- --------------------------------------------------------------------------------
<S> <C> <C>
New America Growth
- --------------------------------------------------------------------------------
Marc L. Baylin, Executive Vice President Vice President
11/17/67
- --------------------------------------------------------------------------------
New America Growth Portfolio
- --------------------------------------------------------------------------------
Brian W. H. Berghuis, Executive Vice President Managing Director
12/12/58
- --------------------------------------------------------------------------------
Brian C. Rogers, Executive Vice President Director & Managing Director
6/27/55
- --------------------------------------------------------------------------------
</TABLE>
Who is the investment adviser and principal underwriter to each fund?
T. Rowe Price serves as the investment adviser to each of the funds covered in
this proxy statement. The funds have an underwriting agreement with T. Rowe
Price Investment Services, Inc. ("INVESTMENT SERVICES"), and transfer agency
agreements with T. Rowe Price Services, Inc. ("PRICE SERVICES") and T. Rowe
Price Retirement Plan Services, Inc. ("RPS"). The address of T. Rowe Price and
Investment Services is 100 East Pratt Street, Baltimore, Maryland 21202, and the
address of Price Services and RPS is 10090 Red Run Boulevard, Owings Mills,
Maryland 21117. Each is a wholly owned subsidiary of T. Rowe Price.
What is the share ownership of each fund?
Table 4 presents the shares of the capital stock of each fund outstanding as of
December 31, 1999.
<TABLE>
Table 4 Outstanding Shares of Capital Stock
<CAPTION>
Outstanding Shares of
T. Rowe Price Fund Capital Stock
- -------------------------------------------------------------------
<S> <C>
New America Growth Fund 42,936,685
- -------------------------------------------------------------------
New America Growth Portfolio 4,812,223
- -------------------------------------------------------------------
</TABLE>
PAGE 14
<PAGE>
Who are the principal holders of each fund's shares?
Table 5 sets forth the persons owning more than 5% of each fund's outstanding
common stock as of December 31, 1999.
<TABLE>
Table 5 Beneficial Ownership of Fund Shares
<CAPTION>
Fund Name Owner % Ownership
- ------------------------------------------------------------------------------------------------
<S> <S> <C>
New America Growth Wilmington Trust CO TR, FBO 9.42
Continental Airlines, Inc., DCP Plan
A/C# 49277-0, c/o Mutual Funds, P.O.
Box 8971, Wilmington, DE 19899-8971
-------------
- -----------------------------------------------------------------------------------
New America Growth Portfolio Security Benefit Life Insurance Co., 42.04
Attn.: Mark Young, 700 SW Harrison
St., Topeka, KS 66636-0002
----------------------------------------------------
United of Omaha-Series V, Attn.: John 33.43
Martin, Corp. General Ledger, Mutual
of Omaha Plaza, Omaha, NE 68175
----------------------------------------------------
Peoples Benefit Life Insurance 11.26
Company, attn.: Kim Cox, 8th Fl.,
- --------------------------------------------P.O. Box 32830, Louisville, KY
40232-2830
----------------------------------------------------
</TABLE>
As of December 31, 1999, the executive officers and trustees/directors of each
fund, as a group, beneficially owned, directly or indirectly, 26,224 shares,
representing less than 1% of each fund's outstanding stock. More detailed
information on the share ownership of the fund's management is provided in Table
6.
<TABLE>
Table 6 Security Ownership of Management
<CAPTION>
Name of Fund, Name of Beneficial Owner and Amount and Nature of Beneficial
Position With Fund Ownership as of December 31, 1999/ a/
- -----------------------------------------------------------------------------------
<S> <C>
New America Growth
- -----------------------------------------------------------------------------------
John H. Laporte - Trustee/President 21,514
- -----------------------------------------------------------------------------------
Donald W. Dick- Trustee 883
- -----------------------------------------------------------------------------------
Hanne M. Merriman - Trustee 538
- -----------------------------------------------------------------------------------
Paul M. Wythes - Trustee 775
- -----------------------------------------------------------------------------------
Marc L. Baylin - Executive Vice President 386
- -----------------------------------------------------------------------------------
James S. Riepe - Trustee 1,413
- -----------------------------------------------------------------------------------
M. David Testa - Trustee 715
- -----------------------------------------------------------------------------------
Management as a Group 26,224
- -----------------------------------------------------------------------------------
</TABLE>
/a/ All securities listed represent ownership in shares of common stock.
PAGE 15
<PAGE>
INFORMATION ABOUT T. ROWE PRICE
Who are the directors of T. Rowe Price?
The funds' 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 Messrs. Riepe and Testa, Edward
C. Bernard, James E. Halbkat, Jr., Donald B. Hebb, Jr., Henry H. Hopkins, James
A. C. Kennedy III, John H. Laporte, Richard L. Menschel, William T. Reynolds,
Brian C. Rogers, Robert L. Strickland, Philip C. Walsh, and Anne Marie
Whittemore, constitutes its Board of Directors.
The address of each of these persons, with the exception of Messrs. Halbkat,
Hebb, Menschel, Strickland, Walsh, and Mrs. Whittemore, is 100 East Pratt
Street, Baltimore, Maryland 21202, and with the exception of Messrs. Halbkat,
Hebb, Menschel, 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. Hebb is the managing general partner of ABS Capital Partners. He is a
director of Kenyon College, the Maryland Science Center and the Mid Atlantic
Venture Association. Mr. Hebb's address is One South Street, 25th Floor,
Baltimore, Maryland 21202.
Mr. Menschel is a limited partner of The Goldman Sachs Group, L.P., an
investment banking firm. Mr. Menschel's address is 85 Broad Street, 2nd Floor,
New York, New York 10004.
Mr. Strickland retired as Chairman of Lowe's Companies, Inc., a retailer of
specialty home supplies, as of January 31, 1998 and continues to serve as
director. He is a Director of Hannaford Bros., Co., a food retailer. Mr.
Strickland's address is 2000 W. First Street, Suite 604, Winston-Salem, North
Carolina 27104.
Mr. Walsh is a retired mining industry executive. 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
L.L.P. and a Director of Owens & Minor, Inc.; Fort James Corporation; 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,
1999 through December 31, 1999. There were no transactions during the period by
any director/trustee or officer of the funds, 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 funds.
PAGE 16
<PAGE>
During the period, certain employees exercised their options for a total of
2,294,013 shares of stock at an average price $6.73 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 230,208 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 1999, T. Rowe Price purchased 2,216,490 shares
of stock under this plan, leaving 5,503,510 shares of stock authorized for
future repurchase at December 31, 1999.
During the period, T. Rowe Price issued 3,470,325 common stock options with an
average exercise price of $31.02 per share to certain employees and directors
under terms of the 1990, 1993, and 1996 Stock Incentive Plans and the 1995
Director Stock Option Plan.
PAGE 17
<PAGE>
<PAGE>
VOTE BY TOUCH-TONE PHONE, THE INTERNET, OR BY MAIL
--------------------------------------------------
Call Toll-Free: 1-888-221-0697 Or By Accessing WWW.PROXYWEB.COM
Invest With Confidence
SEE THE ENCLOSED INSERT FOR FURTHER INSTRUCTIONS ON VOTING BY PHONE OR INTERNET
T. Rowe Price
***CONTROL NUMBER: 999 999 999 999 99***
Ram Logo
Please fold and detach card at perforation
before mailing
- -------------------------------------------------------------------------------
FUND NAME ("fund") MEETING TIME: 8:00 A.M. EASTERN TIME THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
By my signature below, I appoint James S. Riepe and M. David Testa as proxies to
vote all Fund shares that I am entitled to vote at the Annual Meeting of
Shareholders to be held on April 19, 2000, at 8:00 a.m., ET in the offices of
the funds at 100 East Pratt Street, Baltimore, Maryland, and at any adjournments
of the meeting. Messrs. Riepe or Testa may vote my shares, and they may appoint
substitutes to vote my shares on their behalf. I instruct Messrs. Riepe and
Testa to vote this proxy as specified on the reverse side, and I revoke any
previous proxies that I have executed. I acknowledge receipt of the fund's
Notice of Annual Meeting of Shareholders and proxy statement.
PLEASE SIGN, DATE, AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR INTERNET.
Date_____________________
NOTE: Please sign exactly as
name appears on this proxy. 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.
________________________________
CONTINUED ON REVERSE SIDE Signature(s) (and Title(s),
if applicable)
060, 302
<PAGE>
Please refer to the Proxy Statement discussion of these proposals. THE PROXY
WILL BE VOTED FOR THE PROPOSALS IF YOU DO NOT SPECIFY OTHERWISE. Your appointed
---
attorneys will vote any other matters that arise at the meeting in accordance
with their best judgement. THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS A VOTE FOR
---
EACH OF THE FOLLOWING:
Please fold and detach card at perforation before mailing.
- -------------------------------------------------------------------------------
Please vote by checking the appropriate box(es) below.
<TABLE>
<CAPTION>
<S> <C> <C> <C
FOR ALL WI
NOMINEES AU
1. NEW AMERICA GROWTH FUND SHAREHOLDERS ONLY. / /
To elect the
trustees listed below.
(01) John H. Laporte (02) James S. Riepe
(03) M. David Testa (04) Donald W. Dick, Jr.
(05) David K. Fagin (06) Hanne M. Merriman (07) Hubert D. Vos
(08) Paul M. Wythes
INSTRUCTION:
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THE NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.
___________________________________________________________
FOR A
2. To ratify the appointment of PricewaterhouseCoopers, LLP, as / /
independent accountants of the Fund for the current fiscal
year.
3. To amend the fund's investment objective to allow for / /
investment in companies operating in sectors believed by T.
Rowe Price to be the fastest growing in the United States.
</TABLE>
PLEASE SIGN ON REVERSE SIDE
060, 302
<PAGE>
Voting Your Proxy: It's Easier Than Ever
The enclosed proxy discusses matters affecting your T. Rowe Price fund. IT'S
IMPORTANT TO VOTE on these issues, and voting promptly can save money for your
fund by making a second mailing unnecessary.
In addition to the option of mailing the proxy card back to us, we now offer you
TWO OTHER WAYS TO VOTE - by touch-tone telephone and by computer via the
Internet. Using either SAVES TIME for you and HELPS REDUCE YOUR FUND'S EXPENSES.
So after you've read the proxy information about your fund, but BEFORE you sign,
seal, and mail the proxy card, consider voting either by telephone or by
computer via the Internet.
Graphic of telephone
By touch-tone telephone:
. have the proxy card handy
. call 1-888-221-0697 toll free
. enter the control number found in the upper left corner of your proxy card
. follow the simple recorded instructions
Graphic of computer screen
By COMPUTER via the Internet:
. have the proxy card handy
. go to the Website WWW.PROXYWEB.COM
. enter the control number found in the upper left corner of your proxy card
. follow the instructions on the screen
If you vote by computer or telephone, you do not need to mail the proxy card.
Thank you.
T. Rowe Price
Ram logo
T. Rowe Price Investment Services, Inc., Distributor.
<PAGE>
MANAGEMENT INFORMATION SERVICES
PROPOSED SCRIPT FOR TELEPHONE VOTING
T ROWE PRICE NEW AMERICA GROWTH FUND - APRIL 19, 2000 MEETING
OPENING
WHEN CONNECTED TO THE TOLL-FREE NUMBER, SHAREHOLDER WILL HEAR:
"Welcome. Please enter the control number printed on the upper portion of your
proxy card."
WHEN SHAREHOLDER ENTERS THE CONTROL NUMBER, HE/SHE WILL HEAR:
"To vote as the Board recommends on all proposals, press 1 now. To vote on each
proposal separately, press 0 now."
OPTION 1: VOTING ALL PROPOSALS AS MANAGEMENT RECOMMENDS
IF SHAREHOLDER ELECTS TO VOTE AS MANAGEMENT RECOMMENDS ON ALL PROPOSALS, HE/SHE
WILL HEAR:
"You have voted as the Board recommended. If this is correct, press 1. If
incorrect, press 0."
IF SHAREHOLDER PRESSES 1, HE/SHE WILL HEAR:
"If you have received more than one proxy card, you must vote each card
separately. If you would like to vote another proxy, press 1 now and enter the
control number of the next proxy card after the prompt. To end this call, press
0 now."
IF SHAREHOLDER PRESSES 0 TO INDICATE AN INCORRECT VOTE, HE/SHE WILL HEAR:
"Your votes have been canceled. If you would like to vote another proxy, press
1 now. To end this call, press 0 now."
IF SHAREHOLDER ELECTS TO VOTE ANOTHER PROXY, HE/SHE IS RETURNED TO THE "PLEASE
ENTER THE CONTROL NUMBER" SPEECH (ABOVE). IF SHAREHOLDER ELECTS TO END THE CALL,
HE/SHE WILL HEAR:
"Thank you for voting."
CALL IS TERMINATED.
MANAGEMENT INFORMATION SERVICES
February 7, 2000
<PAGE>
OPTION 2: VOTING EACH PROPOSAL SEPARATELY
IF SHAREHOLDER ELECTS TO VOTE ON EACH PROPOSAL SEPARATELY, HE/SHE WILL HEAR:
"Proposal 1:
To vote FOR all nominees, press 1. To WITHHOLD from all nominees, press 9. To
WITHHOLD from an individual nominee, press 0. Make your selection now."
IF THE SHAREHOLDER VOTES FOR ALL NOMINEES OR WITHHOLDS FROM ALL NOMINEES, THE
SCRIPT MOVES TO PROPOSAL 2. IF THE SHAREHOLDER ELECTS TO WITHHOLD FROM A
SPECIFIC NOMINEE, HE/SHE WILL HEAR:
"Enter the two digit number that appears next to the nominee you DO NOT wish to
vote for."
AND THEN,
"Press 1 to withhold from another nominee or Press 0 if you have completed
voting on Proposal 1."
WHEN THE SHAREHOLDER HAS FINISHED VOTING ON PROPOSAL 1, HE/SHE WILL HEAR:
"Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0."
WHEN THE SHAREHOLDER HAS FINISHED VOTING ON PROPOSAL 2, HE/SHE WILL HEAR:
"Proposal 3: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0."
AFTER THE VOTE IS CAST FOR PROPOSAL 3, THE SHAREHOLDER WILL HEAR:
"Your votes have been cast as follows: Proposal 1: (VOTE IS GIVEN), Proposal 2
(VOTE IS GIVEN) Proposal 3 (VOTE IS GIVEN). If this is correct, press 1. If
incorrect, press 0."
IF THE SHAREHOLDER PRESSES 1, HE/SHE WILL HEAR:
"If you have received more than one proxy card, you must vote each card
separately. If you would like to vote another proxy, press 1 now and enter the
control number of the next proxy card after the prompt. To end this call, press
0 now."
IF SHAREHOLDER PRESSES 0 TO INDICATE AN INCORRECT VOTE, HE/SHE WILL HEAR:
"Your votes have been canceled. If you would like to revote your proxy, press 1
now. To end this call, press 0 now."
IF SHAREHOLDER ELECTS TO REVOTE THE CANCELLED VOTE OR VOTE ANOTHER PROXY, HE/SHE
IS RETURNED TO THE "PLEASE ENTER THE CONTROL NUMBER" SPEECH (ABOVE). IF
SHAREHOLDER ELECTS TO END THE CALL, HE/SHE WILL HEAR:
"Thank you for voting."
CALL IS TERMINATED.
MANAGEMENT INFORMATION SERVICES
February 7, 2000
