SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 15 *
T. ROWE PRICE GNMA FUND
(Exact Name of Registrant as Specified in Charter)
100 East Pratt Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Telephone Number: 410-547-2000
Henry H. Hopkins
100 East Pratt Street
Baltimore, Maryland 21202
(Name and Address of Agent for Service)
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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 July 29, 1994. *
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 5,509,126 as set forth in prospectus None *
Capital Stock of $1.00 Varying prices calculated
par value per share 31,868 as set forth in prospectus $100 *
*The calculation of the registration fee was made pursuant to Rule 24e-2 and
was based upon an offering price of $9.10 per share, equal to the net asset *
value as of the close of business on July 14, 1994 pursuant to Rule *
457(c). The total number of shares redeemed during this fiscal year ended
May 31, 1994 amounted to 9,853,276 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 4,344,150 shares have been used for reduction pursuant *
to paragraph (c) of Rule 24f-2 in all previous filings during the current
year. 5,509,126 shares of the redeemed shares for the fiscal year ended *
May 31, 1994 are being used for the reduction in the post-effective *
amendment being filed herein.
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PAGE 3
Pursuant to the requirements of the Securities Act of 1933 (the "Act"),
as amended, the Registrant, T. Rowe Price GNMA Fund, hereby
submits this Post-Effective Amendment No. 15 to its Registration Statement, *
Form N-1A (SEC File Number 33-01041), pursuant to paragraph (b) of Rule 485
under the Act. The purpose of this Amendment is to register an additional
5,540,994 shares of capital stock of the Fund to be offered under the *
currently effective Prospectus dated July 1, 1994 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. 15 *
become effective immediately upon filing pursuant to paragraph (b) of Rule
485 under the Act.
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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 27th day of July, 1994. *
T. ROWE PRICE GNMA FUND
/s/ PETER VAN DYKE, 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/ PETER VAN DYKE President July 27, 1994 *
/s/ GEORGE J. COLLINS Chairman of the Board July 27, 1994 *
and Director
/s/ CARMEN F. DEYESU Treasurer (Chief
Financial Officer) July 27, 1994 *
/s/ ROBERT P. BLACK Director July 27, 1994 *
/s/ CALVIN W. BURNETT Director July 27, 1994 *
/s/ ANTHONY W. DEERING Director July 27, 1994 *
/s/ F. PIERCE LINAWEAVER Director July 27, 1994 *
/s/ JAMES S. RIEPE V.P. & Director July 27, 1994 *
/s/ JOHN G. SCHREIBER Director July 27, 1994 *
EXHIBIT A
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 (the "Commission") on behalf of T.
Rowe Price GNMA Fund Post-Effective Amendment No. 15 to its Registration
Statement under the Securities Act of 1933 (the "Act") on Form N-1A
(Securities Act File No. 33-01041) relating, among other things, to the
registration under the Act of 5,540,994 additional shares of the Fund (the
"additional shares"), which are to be offered and sold by the Fund in the
manner and on the terms set forth in the Prospectus current and effective
under the Act at the time of sale. 5,509,126 of the additional shares are
previously outstanding shares of the Fund which were redeemed by the Fund
during the fiscal year beginning March 1, 1994 and ending May 31, 1994 but
have not previously been used by the Fund for a reduction pursuant to
paragraph (a) of Rule 24e-2 under the Investment Company Act of 1940 (the
"1940 Act") during the current fiscal 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 Fund 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 Master Trust Agreement and
By-Laws, 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 Post-
Effective Amendment No. 15 on Form N-1A being filed by the Fund, and are
generally familiar with the business affairs of the Fund.
Based upon the foregoing, it is our opinion that:
A. The Fund has been duly organized and is legally existing under the
laws of the Commonwealth of Massachusetts.
B. The Fund is authorized to issue an unlimited number of shares.
C. Subject to the effectiveness under the Act of the above-mentioned
Post-Effective Amendment No. 15 upon issuance of the additional shares for a
consideration of not less than the net asset value thereof, the additional
shares will be legally issued and outstanding and 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 Fund.
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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 Fund, and to the filing of this Opinion as part of an
application for registration of the Fund, its shares, 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 Commonwealth of Massachusetts, and
to the extent that any opinion 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
Exhibit B
July 27, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File Number 33-01041
T. Rowe Price GNMA Fund
Gentlemen:
As Legal Counsel for T. Rowe Price Associates, Inc., I work on various
matters involving the T. Rowe Price GNMA Fund ("Registrant") and, in this
connection, have read and reviewed Post-Effective Amendment No. 15 to the
Registrant's Registration Statement, Form N-1A (SEC File Number 33-01041). 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. 14
and (ii) Post-Effective Amendment No. 15 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
