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 Capital Appreciation Fund
100 East Pratt Street
Baltimore, Maryland 21202
File Number 33-5646
Gentlemen:
In accordance with the provisions of Rule 24f-2, the T. Rowe Price
Capital Appreciation Fund ("Fund") hereby files its Rule 24f-2 Notice.
This "Rule 24f-2 Notice" is being filed for the fiscal year ended
December 31, 1993 ("Fiscal Year").
<PAGE>
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.
18,221,830 shares of beneficial interest of the Fund were sold during
the Fiscal Year.
All 18,221,830 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, the registration fee
in the amount of $38,059.69 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:
<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 $219,759,317
Reduced by the Difference Between
(1) Aggregate Redemption Price
of Shares Redeemed During
the Fiscal Year $109,386,995
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 $110,372,322
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 Capital Appreciation Fund
100 East Pratt Street
Baltimore, Maryland 21202
Dear Sirs:
T. Rowe Price Capital Appreciation 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 in number the number of shares sold by the Fund
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 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 Trust Agreement and By-Laws, as currently in
effect, and a certificate dated February 2, 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-lA 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.
<PAGE>
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 Fund.
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.
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 the Commonwealth and, where applicable, published
cases, rules or regulations of regulatory bodies of that Commonwealth.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman
