FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
T. Rowe Price GNMA Fund
100 East Pratt Street
Baltimore, MD 21202
2. Name of each series or class of funds for which this notice is
filed:
Not Applicable
3. Investment Company Act File Number: 811-4441
Securities Act File Number: 33-01041
4. Last day of fiscal year for which this notice is filed:
May 31, 1997
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
Not applicable
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
17,918,634 shares of beneficial interest
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
17,000,229 shares aggregating $158,183,286
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
13,777,877 shares aggregating $128,414,476
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
3,745,501 shares aggregating $34,845,749
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in reliance
on rule 24f-2 (from Item 10): $ 128,414,476
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 34,845,749
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal year
(if applicable): - 163,260,225
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant
to rule 24e-2 (if applicable): + -0-
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): = $ -0-
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: = $ -0-
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
Carmen F. Deyesu, Treasurer
By (Signature and Title)*
July 18, 1997
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-9998
(212) 758-9500
July 18, 1997
T. Rowe Price GNMA Fund
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price GNMA Fund (the "Trust"), an
unincorporated business trust organized under the laws of
the Commonwealth of Massachusetts, is filing with the
Securities and Exchange Commission (the "Commission") a
Rule 24f-2 Notice (the "24f-2 Notice") containing the
information contained in paragraph (b)(1) of Rule 24f-2
under the Investment Company Act of 1940, as amended (the
"Rule"). The effect of the Rule 24f-2 Notice, when
accompanied by the filing fee, if any, payable as
prescribed by paragraph (c) of the Rule and by this
opinion, will be to make definite in number the number of
shares sold by the Trust during the fiscal year ended May
31, 1997 in reliance upon the Rule (the "Rule 24f-2
Shares").
We have, as counsel to the Trust, participated
in various proceedings relating to the Trust and to the
Rule 24f-2 Shares. We have examined copies, either
certified or otherwise proved to our satisfaction to be
genuine, of its Master Trust Agreement and By-laws, as
currently in effect, and a certificate dated July 7, 1997
issued by the Secretary of the Commonwealth of the
Commonwealth of Massachusetts, certifying the existence and
good standing of the Trust. We have also reviewed the form
of the Rule 24f-2 Notice being filed by the Trust. We are
generally familiar with the business affairs of the Trust.
The Trust has advised us that the Rule 24f-2
Shares were sold in the manner contemplated by the
prospectus of the Trust that was current and effective
under the Securities Act of 1933 at the time of the 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, as amended.
Based upon the foregoing, it is our opinion
that:
1. The Trust has been duly organized and is
legally existing under the laws of the Commonwealth of
Massachusetts.
2. The Trust is authorized to issue and
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, the
Trust's shareholders might, under certain circumstances, be
liable for transactions effected by the Trust.
We hereby consent to the filing of this opinion
with the Commission together with the Rule 24f-2 Notice of
the Trust, 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 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
and regulations of regulatory bodies of that Commonwealth.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
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