Proxy Information
 
This proxy material concerns the following T. Rowe Price Portfolios
 
Limited-Term Bond Portfolio
Prime Reserve Portfolio
 
Dear T. Rowe Price No-Load Variable Annuity Contract Holder:
 
You are cordially invited to attend the Annual Meeting of Shareholders of the T.
Rowe Price Fixed Income Funds on Thursday, October 15, 1998. Several important
issues affecting your funds will be on the agenda, and we ask you to read the
enclosed information carefully and register your vote.
 
The T. Rowe Price Limited-Term Bond Portfolio and T. Rowe Price Prime Reserve
Portfolio are holding shareholder meetings in 1998 to elect directors and to
ratify the selection of independent accountants. As a contract holder of the T.
Rowe Price No-Load Variable Annuity, you are entitled to vote on matters
affecting your investment in the portfolios.
 
The proposals for you to vote on are the same as for many of the T. Rowe Price
mutual funds, so we have combined our discussion into a single proxy statement
to reduce fund expenses. If you own more than one fund or portfolio, the
combined proxy will also save you the time of reading more than one document.
Please note, however, that if you own more than one fund, you must vote on a
separate card for each fund.
 
We realize that it may be difficult for you to attend the meeting and vote your
shares in person. However, WE DO NEED YOUR VOTE. By voting promptly, you help
the portfolios avoid the expense of additional mailings. If you later decide to
attend the meeting, you may revoke your proxy and vote your shares in person if
you wish.
 
If you would like additional information concerning the matters proposed for
action at the meeting, please call 1-800-469-5304. Remember, this is your
opportunity to voice your opinion on matters affecting the portfolios. YOUR
PARTICIPATION IS EXTREMELY IMPORTANT.
 
Sincerely,
/s/James S. Riepe 
James S. Riepe
 
Vice Chairman of the Board
T. Rowe Price Associates, Inc.
 
Invest With Confidence
T. Rowe Price
Ram Logo
 
 
 
 
 
 

 
 
                        MANAGEMENT INFORMATION SERVICES
                      PROPOSED SCRIPT FOR TELEPHONE VOTING
                      T. ROWE PRICE - OCTOBER 15 MEETINGS
 
OPENING
 
WHEN CONNECTED TO THE TOLL-FREE NUMBER, SHAREHOLDER WILL HEAR:
 
"Welcome.  Please enter the control number located beneath the toll-free
telephone number on the upper portion of your proxy card."
 
WHEN SHAREHOLDER ENTERS THE CONTROL NUMBER, HE/SHE WILL HEAR:
 
"Please enter the last four digits of your tax ID number."
 
WHEN SHAREHOLDER ENTERS THE LAST FOUR DIGITS OF HIS/HER TAX ID NUMBER, HE/SHE
WILL HEAR:
 
"To vote as your T. Rowe Price Fund's 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.  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.
 
 
 
 
 
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 for Directors."
 
WHEN THE SHAREHOLDER HAS FINISHED VOTING FOR DIRECTORS, HE/SHE WILL HEAR:
 
"Proposal 2:    To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0."
 
THIS WILL BE FOLLOWED IN THE SAME MANNER FOR PROPOSALS 3 AND 4.  NOTE:  IF THE
SHAREHOLDER IS IN A FUND TO WHICH EITHER OR BOTH PROPOSALS DO NOT APPLY, HE/SHE
WILL HEAR:
 
"Not applicable. Your fund is not seeking a vote for this proposal."
 
WHEN THE SHAREHOLDER HAS FINISHED VOTING, HE/SHE WILL HEAR:
 
"Your votes have been cast as follows:  Proposal 1:  (VOTE IS GIVEN), Proposal 2
(VOTE IS GIVEN) Proposal 3 (VOTE IS GIVEN ONLY IF PROPOSAL APPLIES TO THE FUND),
Proposal 4 (VOTE IS GIVEN ONLY IF PROPOSAL APPLIES TO THE FUND).  If this is
correct, press 1.  If incorrect, press 0."
 
IF THE SHAREHOLDER INDICATES THAT VOTE IS CORRECT, HE/SHE IS GIVEN THE
OPPORTUNITY TO VOTE ANOTHER PROXY OR TERMINATE THE CALL.  IF SHAREHOLDER DESIRES
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.