SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 42 *
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: 410-345-2000
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, 1997. *
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 3,045,444 as set forth in prospectus None *
*The total number of shares redeemed during this fiscal year ended
February 28, 1997 amounted to 22,236,617 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 19,191,173 shares have been used for reduction pursuant *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year. 3,045,444 shares of the redeemed shares for the fiscal year ended *
February 28, 1997 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. 42 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
3,045,444 shares of capital stock of the Fund to be offered under the *
currently effective Prospectus dated July 1, 1996 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. 42 *
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 22nd day of April, 1997. *
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
/s/ MARY J. MILLER, 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 22, 1997 *
/s/ GEORGE J. COLLINS Chairman of the Board April 22, 1997 *
and Director
/s/ CARMEN F. DEYESU Treasurer (Chief
Financial Officer) April 22, 1997 *
/s/ ROBERT P. BLACK Director April 22, 1997 *
/s/ CALVIN W. BURNETT Director April 22, 1997 *
/s/ ANTHONY W. DEERING Director April 22, 1997 *
/s/ F. PIERCE LINAWEAVER Director April 22, 1997 *
/s/ JAMES S. RIEPE V.P. & Director April 22, 1997 *
/s/ JOHN G. SCHREIBER Director April 22, 1997 *
EXHIBIT A
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
(212) 758-9500
April 23, 1997
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. 42 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 3,045,444 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. All 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 28, 1997 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 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 dated April 3, 1997
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. 42 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:
a. The Corporation has been duly organized
and is legally existing under the laws
of the State of Maryland.
b. The Corporation is authorized to issue
five hundred million (500,000,000)
shares of Common 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.
c. Subject to the effectiveness under the
Act of the above-mentioned
Post-Effective Amendment No. 42 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:MKN:JLS:JHY:jlk
Exhibit B
April 22, 1997
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. 42 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. 41 and (ii) Post-Effective
Amendment No. 42 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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