July 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 GNMA Fund
100 East Pratt Street
Baltimore, Maryland 21202
File Number 33-1041
Gentlemen:
In accordance with the provisions of Rule 24f-2, the T. Rowe Price
GNMA Fund ("Fund") hereby files its Rule 24f-2 Notice.
This "Rule 24f-2 Notice" is being filed for the fiscal year beginning
March 1, 1994 and ending May 31, 1994 ("Fiscal Year").
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No shares of beneficial interest 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.
5,857,917 shares of beneficial interest of the Fund were registered
during the Fiscal Year, other than pursuant to Rule 24f-2.
4,344,150 shares of beneficial interest of the Fund were sold during
the Fiscal Year.
All 4,344,150 shares of beneficial interest 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:
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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 $40,427,419
Reduced by the Difference Between
(1) Aggregate Redemption Price
of Shares Redeemed During
the Fiscal Year $91,650,336
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 ($ 51,222,917)
Any questions regarding the matter should be addressed to
Henry H. Hopkins, Esquire at the above address.
Very truly yours,
/s/ CARMEN F. DEYESU
<PAGE>
July 27, 1994
T. Rowe Price GNMA Fund
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price GNMA Fund, an unincorporated business trust organized
under the laws of the Commonwealth of Massachusetts (the "Fund"), 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 Fund during the fiscal year beginning March 1, 1994 and
ending May 31, 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 Fund and to the Rule 24f-2 Shares. We have
examined copies, either certified or otherwise proven to our satisfaction to
be genuine, of its Master Fund Agreement as currently in effect, and a
certificate dated
July 12, 1994 issued by the Secretary of State of the Commonwealth of
Massachusetts certifying the existence and good standing of the Fund. We have
also reviewed the Registration Statement on Form N-1A and the form of the Rule
24f-2 Notice being filed by the Fund. We are generally familiar with the
business affairs of the Fund.
The Fund has advised us that the Rule 24f-2 Shares were sold in the
manner contemplated by the prospectus of the Fund 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 for a consideration not less than the net asset
value thereof as required by the Investment Company Act of 1940.
Based upon the foregoing, it is our opinion that:
1. The Fund has been duly organized and is legally existing under the
laws of the Commonwealth of Massachusetts.
2. The Fund is authorized to issue an unlimited number of shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid and
non-assessable. However, we note that, as set forth in the Registration
Statement, shareholders of the Fund might, under certain circumstances, be
liable for transactions effected by the Trust.
We hereby consent to the filing of this Opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the Fund, and to
the filing of this Opinion under the securities laws of any state.
<PAGE>
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 Commonwealth of Massachusetts, and
to the extent that any opinion expressed herein involves the law of
Massachusetts, such opinion should be understood to be based solely upon our
review of the documents referred to above, the published statutes of that
Commonwealth and, where applicable, published cases, rules or regulations of
regulatory bodies of that Commonwealth.
Very truly yours,
Shereff, Friedman, Hoffman & Goodman
