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 OTC Fund, Inc.
T. Rowe Price OTC Fund
100 East Pratt Street
Baltimore, Maryland 21202
File Number 33-47806
Gentlemen:
In accordance with the provisions of Rule 24f-2, the T. Rowe Price
OTC Fund, Inc. hereby files its Rule 24f-2 Notice on behalf of its T. Rowe
Price OTC Fund ("Fund").
This "Rule 24f-2 Notice" is being filed for the fiscal year ending
December 31, 1993 ("Fiscal Year").
<PAGE>
5,925,728 shares of the capital stock of the Fund were registered
during the Fiscal Year, other than pursuant to Rule 24f-2.
2,717,008 shares of common stock of the Fund were sold during the
Fiscal Year.
All 2,717,008 shares of common 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 $ 41,461,131
Reduced by the Difference Between
(1) Aggregate Redemption Price
of Shares Redeemed During
the Fiscal Year $ 54,589,238
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 ($ 13,128,107)
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 OTC Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price OTC 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.
<PAGE>
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 two hundred million
(200,000,000) 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
