SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 40 *
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
(Exact Name of Registrant as Specified in Charter)
100 East Pratt Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Telephone Number: 410-547-2000
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
(Name and Address of Agent for Service)
<PAGE>
Approximate Date of Proposed Public Offering
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)
on (date) pursuant to paragraph (a) of Rule 485
Pursuant to Section 24f-2 of the Securities Act of 1933, the
Registrant has registered an indefinite number of securities and
intends to file a 24f-2 Notice by April 30, 1996. *
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities Being Price Offering Registration
Being Registered Registered Per Unit Price Fee
Capital Stock of $1.00 Varying prices calculated
par value per share 1,116,436 as set forth in prospectus None *
Capital Stock of $1.00 Varying prices calculated
par value per share 30,688 as set forth in prospectus $100 *
*The calculation of the registration fee was made pursuant to Rule 24e-2 and
was based upon an offering price of $9.45 per share, equal to the net asset *
value as of the close of business on April 1, 1996 pursuant to Rule *
457(c). The total number of shares redeemed during this fiscal year ended
February 29, 1996 amounted to 24,917,023 shares. Of this number of *
shares, -0- shares have been used for reduction pursuant to paragraph (a) of
Rule 24e-2 in all previous filings of post-effective amendments during the
current year, and 23,800,587 shares have been used for reduction pursuant *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year. 1,116,436 shares of the redeemed shares for the fiscal year ended *
February 29, 1996 are being used for the reduction in the post-effective *
amendment being filed herein.
<PAGE>
PAGE 3
Pursuant to the requirements of the Securities Act of 1933 (the "Act"),
as amended, the Registrant, T. Rowe Price Tax-Free Income Fund, Inc., hereby
submits this Post-Effective Amendment No. 40 to its Registration Statement, *
Form N-1A (SEC File Number 2-57265), pursuant to paragraph (b) of Rule 485
under the Act. The purpose of this Amendment is to register an additional
1,147,124 shares of capital stock of the Fund to be offered under the *
currently effective Prospectus dated July 1, 1995 and to furnish the *
following:
EXHIBIT A: Opinion of Shereff, Friedman, Hoffman & Goodman
as to the legality of the securities being registered.
EXHIBIT B: Representation of Henry H. Hopkins (Counsel for the
Registrant, as required under Rule 485(b)(3) and (e).
It is respectfully requested that this Post-Effective Amendment No. 40 *
become effective immediately upon filing pursuant to paragraph (b) of Rule
485 under the Act.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland, this 15th day of April, 1996. *
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
/s/ WILLIAM T. REYNOLDS, President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ WILLIAM T. REYNOLDS President and Director April 15, 1996 *
/s/ GEORGE J. COLLINS Chairman of the Board April 15, 1996 *
and Director
/s/ CARMEN F. DEYESU Treasurer (Chief
Financial Officer) April 15, 1996 *
/s/ ROBERT P. BLACK Director April 15, 1996 *
/s/ CALVIN W. BURNETT Director April 15, 1996 *
/s/ ANTHONY W. DEERING Director April 15, 1996 *
/s/ F. PIERCE LINAWEAVER Director April 15, 1996 *
/s/ JAMES S. RIEPE V.P. & Director April 15, 1996 *
/s/ JOHN G. SCHREIBER Director April 15, 1996 *
/s/ ANNE MARIE WHITTEMORE Director April 15, 1996 *
EXHIBIT A
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
April 15, 1996
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 (the "Commission") Post-Effective Amendment
No. 40 to its Registration Statement under the Securities Act of
1933 (the "Act") on Form N-1A (Securities Act File No. 02-57265)
relating, among other things, to the registration under the Act of
1,147,124 additional shares of Capital Stock, par value one
dollar ($1.00) per share (the "additional shares), which are to be
offered and sold by the Corporation in the manner and on the
terms set forth in the Prospectus current and effective under the
Act at the time of sale. 1,116,436 of the additional shares are
previously outstanding shares of Capital Stock, par value one
dollar ($1.00) per share, of the Corporation which were redeemed
by the Corporation during the fiscal year ended February 29, 1996
but have not previously been used by the Corporation for a
reduction pursuant to paragraph (a) of Rule 24e-2 under the
Investment Company Act of 1940 (the "1940 Act") during the current
fiscal year or pursuant to paragraph (c) of Rule 24f-2 under the
1940 Act in all previous filings during the current fiscal year.
We have, as counsel, participated in various corporate
and other proceedings relating to the Corporation and to the
proposed issuance of the additional 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 of recent date 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 Post-Effective Amendment No.40 on Form N-1A being
filed by the Corporation, and are generally familiar with the
corporate affairs of the Corporation.
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 of Capital Stock, 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. Subject to the effectiveness under the Act of
the above-mentioned Post-Effective Amendment No. 40 upon issuance
of the additional shares within the limits prescribed by the
Charter of the Corporation for a consideration of not less than
the par value thereof, and not less than the net asset value
thereof, the additional shares will be legally issued and
outstanding and fully paid and non-assessable.
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as part of the above-mentioned
Post-Effective Amendment to the Registration Statement,
the reference to our firm as counsel in the prospectus of the
Corporation, and to the filing of this opinion as part of an
application for registration of the Corporation, its Capital
Stock, or both, under the securities law of any state. In giving
this consent we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Act.
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 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 the State of Maryland
and, where applicable, published cases, rules or regulations of
regulatory bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman
& Goodman, LLP
Shereff, Friedman, Hoffman &
Goodman, LLP
SFH&G:LAR:MKN:KLJ:jlk
Exhibit B
April 15, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File Number 2-57265
T. Rowe Price Tax-Free Income Fund, Inc.
Gentlemen:
As Legal Counsel for T. Rowe Price Associates, Inc., I work on
various matters involving the T. Rowe Price Tax-Free Income Fund,
Inc. ("Registrant") and, in this connection, have read and
reviewed Post-Effective Amendment No. 40 to the Registrant's
Registration Statement, Form N-1A (SEC File Number 2-57265). In
accordance with the provisions of paragraphs (b)(3) and (e) of
Rule 485 under the Securities Act of 1933, as amended, I hereby
represent that (i) no material event requiring disclosure in the
Registrant's Prospectus, other than the one listed in paragraph
(b)(1) of Rule 485, has occurred since the effective date of the
Registrant's most recent Post-Effective Amendment No. 39 and (ii)
Post-Effective Amendment No. 40 does not contain any disclosures
which would render such Amendment ineligible to become effective
pursuant to paragraph (b) of Rule 485.
Sincerely,
/s/ HENRY H. HOPKINS
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<NAME> T. ROWE PRICE TAX-FREE INCOME FUND, INC.
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