April 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
T. Rowe Price Tax-Free Income Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
File Number 2-57265
Gentlemen:
In accordance with the provisions of Rule 24f-2, the T. Rowe Price
Tax-Free Income Fund, Inc. ("Fund") hereby files its Rule 24f-2 Notice.
This "Rule 24f-2 Notice" is being filed for the fiscal year ended
February 28, 1995 ("Fiscal Year").
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49,478,415 shares of the capital stock of the Fund, which had been
registered under the Securities Act of 1933 (other than pursuant to Rule
24f-2), remained unsold at the beginning of the Fiscal Year.
4,053,624 shares of the capital stock of the Fund were registered during
the Fiscal Year, other than pursuant to Rule 24f-2.
21,816,596 shares of the capital stock of the Fund were sold during the
Fiscal Year.
All 21,816,596 shares of the capital stock of the Fund were sold during
the Fiscal Year in reliance upon the Declaration of the Fund of an indefinite
amount of securities under Rule 24f-2 ("24f-2 Declaration").
Attached to this Rule 24f-2 Notice, and made a part hereof, is an opinion
of counsel indicating that the securities, the registration of which the
Notice makes definite in number, were legally issued, fully paid, and
non-assessable.
In accordance with subsection (c) of Rule 24f-2, no registration fee
is due. The fee computation is based upon the actual aggregate sale price
for which such securities were sold during the Fiscal Year, reduced by the
difference between:
<PAGE>
(1) The actual aggregate redemption price of the shares
redeemed by the Fund during the Fiscal Year, and
(2) The actual aggregate redemption price of such
redeemed shares previously applied by the Fund
pursuant to Rule 24e-2(a) in filings made pursuant
to Section 24(e)(1) of the Investment Company Act of
1940.
Aggregate Sale Price for Shares Sold
During Fiscal Year in Reliance Upon
the 24f-2 Declaration $197,392,821
Reduced by the Difference Between
(1) Aggregate Redemption Price
of Shares Redeemed During
the Fiscal Year $314,219,913
and,
(2) Aggregate Redemption Price
of Redeemed Shares Previously
Applied by Fund Pursuant to
Rule 24e-2(a) Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 $ - 0 -
Equals ($116,827,092)
Any questions regarding the matter should be addressed to Henry H.
Hopkins, Esquire at the above address.
Very truly yours,
/s/ CARMEN F. DEYESU
April 27, 1995
T. Rowe Price Tax-Free Income Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Tax-Free Income Fund, Inc., a Maryland corporation (the
"Corporation"), is filing with the Securities and Exchange Commission a Rule
24f-2 Notice containing the information specified in paragraph (b)(1) of
Rule 24f-2 under the Investment Company Act of 1940 (the "Rule"). The effect
of the Rule 24f-2 Notice, when accompanied by this Opinion and by the filing
fee, if any, payable as prescribed by paragraph (c) of the Rule will be to
make definite the number of shares sold by the Corporation during the fiscal
year ended February 28, 1995 in reliance upon the Rule, if any (the "Rule 24f-
2 Shares").
We have, as counsel, participated in various corporate and other
proceedings relating to the Corporation and to the Rule 24f-2 Shares. We have
examined copies, either certified or otherwise proven to our satisfaction to
be genuine, of its Charter and By-Laws, as currently in effect, and a
certificate dated April 7, 1995 issued by the Department of Assessments and
Taxation of the State of Maryland certifying the existence and good standing
of the Corporation. We have also reviewed the Corporation's Registration
Statement on Form N-1A and the form of the Rule 24f-2 Notice being filed by
the Corporation. We are generally familiar with the corporate affairs of the
Corporation.
The Corporation has advised us that the Rule 24f-2 Shares were sold in
the manner contemplated by the prospectus of the Corporation that was current
and effective under the Securities Act of 1933 at the time of sale, and that
the Rule 24f-2 Shares were sold in numbers within the limits prescribed by the
Charter of the Corporation for a consideration not less than the net asset
value thereof as required by the laws of Maryland and not less than the net
asset value thereof as required by the Investment Company Act of 1940.
Based upon the foregoing, it is our opinion that:
1. The Corporation has been duly organized and is legally existing
under the laws of the State of Maryland.
2. The Corporation is authorized to issue five hundred million
(500,000,000) shares, par value one dollar ($1.00) per share. Under Maryland
law, (a) the number of authorized shares may be increased or decreased by
action of the Board of Directors and (b) shares which were issued and which
have subsequently been redeemed by the Corporation are, by virtue of such
redemption, restored to the status of authorized and unissued shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid and
non-assessable.
<PAGE>
We hereby consent to the filing of this Opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the Corporation,
and to the filing of this Opinion under the securities laws of any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that
we are not licensed to practice law in the State of Maryland, and to the
extent that any opinion expressed herein involves the law of Maryland, such
opinion should be understood to be based solely upon our review of the
documents referred to above, the published statutes of that State and, where
applicable, published cases, rules or regulations of regulatory bodies of that
State.
Very truly yours,
Shereff, Friedman, Hoffman & Goodman
