April 27, 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 High Yield Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
File Number 2-93707
Gentlemen:
In accordance with the provisions of Rule 24f-2, the T. Rowe Price
High Yield 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, 1994 ("Fiscal Year").
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149,407 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.
78,965,575 shares of the capital stock of the Fund were sold during
the Fiscal Year.
78,816,168 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").
The shares sold in reliance upon the 24f-2 Declaration represent the
first $705,500,117 amount of shares sold during the Fiscal Year (March
1, 1993 - February 28, 1994). The difference between the shares sold
during the Fiscal Year and the shares sold in reliance upon the 24f-2
Declaration (149,407 shares) is being applied against the Fund's
definite share registration.
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 $616.36 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 $705,500,117
Reduced by the Difference Between
(1) Aggregate Redemption Price
of Shares Redeemed During
the Fiscal Year $703,712,692
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 $ 1,787,425
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, 1994
T. Rowe Price High Yield Fund, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price High Yield 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, 1994
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 18, 1994 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.
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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 one billion
(1,000,000,000) shares of Capital Stock, par value one cent ($.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.
3. 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 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
