February 22, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
T. Rowe Price Growth & Income Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
File Number 2-79190
Gentlemen:
In accordance with the provisions of Rule 24f-2, the T. Rowe Price
Growth & Income Fund, Inc. ("Fund") hereby files its Rule 24f-2 Notice.
This "Rule 24f-2 Notice" is being filed for the fiscal year ended
December 31, 1993 ("Fiscal Year").
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No shares of the capital stock of the Fund, which have been
registered under the Securities Act of 1933 (other than pursuant to Rule
24f-2), remained unsold at the beginning of the Fiscal Year.
No shares of the capital stock of the Fund were registered during the
Fiscal Year, other than pursuant to Rule 24f-2.
25,383,918 shares of the capital stock of the Fund were sold during
the Fiscal Year.
All 25,383,918 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, the registration fee
in the amount of $71,544.46 has been forwarded to Mellon Bank, Pittsburgh,
Pennsylvania. 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:
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(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 $417,893,118
Reduced by the Difference Between
(1) Aggregate Redemption Price
of Shares Redeemed During
the Fiscal Year $210,415,633
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 $207,477,485
Any questions regarding the matter should be addressed to
Henry H. Hopkins, Esquire at the above address.
Very truly yours,
/s/ CARMEN F. DEYESU
February 22, 1994
T. Rowe Price Growth & Income Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Growth & 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 in number
the number of shares sold by the Corporation during the fiscal year ended
December 31, 1993 in reliance upon the Rule (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 February 3, 1994 issued by the
Department of Assessments and Taxation certifying the existence and good
standing of the Corporation. We have also reviewed the 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, and that the
Corporation received with respect to the Rule 24f-2 shares consideration
in an amount of not less than the par 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.
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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 capital stock, par value one cent ($0.01)
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. The Rule 24f-2 Shares were legally issued and are fully
paid and non-assessable.
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 herein involves the law of
the State 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
